Rainbow and the Factory

by witegrlninja

Rating: teen
Tags: Death, Twilight Sparkle, Thriller, Gore, Original Character, My Little Pony: Friendship is Magic, Dark, Rainbow Dash, Science Fiction, Violence
Length: 29921

Rainbow feels responsible for a filly's disappearance and searches for her. She'll wish she never went looking.

Rainbow Dash meets a fan of hers at a Wonderbolts event. Being so awesome and totally able to help, the filly begs her to look for her lost brother; she even knows where he might have gone! But Rainbow feels the local police would be more helpful, sends her away and thinks nothing more of it.

That is, until the filly goes missing as well. Now a conscience-stricken Rainbow must track her down to a desolate peak shrouded in an eternal storm, to the remains of a decrepit factory, and endure the horrors within to save her.

A re-imagining of one of our favorite, classic stories: "Rainbow Factory".

Published 2019-07-28 10:00:01 UTC
Last updated 2019-09-12 21:06:28 UTC

A filly named Spritz

The Weather Pegasi had ensured that today was a perfect day. Not a single cloud hung in the bright blue sky above Rainbow Falls, allowing the talents of the Wonderbolts to shine through with no distractions. All of them, Spitfire, Soarin, Fleetfoot and the rest had dazzled the crowds with their aerial maneuvers.

But none were as magnificent as the incredible Rainbow Dash. Why, she was the only pony who could perform the Sonic Rainboom, of course! The crowds went wilder than ever before as her rainbow halo afterburners stretched across the sky. She landed to a raucous celebration of her awesomeness, immediately showered with flowers by her fanatical, adoring, rainbow merchandise-clad fans. As her fellow Wonderbolts lifted her on their shoulders, a microphone was handed to her and she gave a short-but-rousing speech about the importance of awesomeness and flying fast, ending it with a catchy "read your Daring Do, fillies!" and a wink. She was then whisked away to a personal trailer full of cider and pies where she could relax and take a well-deserved-

"Rainbow!" Twilight nudged her in the ribs, hard enough to wake her from her daydream.

"Ow! Huh... wha?"

That's right. Yea, the Wonderbolts' stunt demonstration had gone perfectly, she was met with an acceptable-but-not-ridiculous amount of applause, and now she was sitting under a canopy at a table covered with stacks of photos of herself and a pen.

Autograph time. Whoopee.

At least her friends were here to suffer with her. Now she kind of wished there had been a few clouds in the sky after all, the canopy's shade didn't matter much in this heat. And judging from the line that had formed in front of her, she was going to be here for a long while.

Well, could be worse. The line could have barely anypony in it at all.

"It's almost time to start," said Twilight cheerfully. Rainbow glanced over to her Princess of Friendship friend: Rarity, Fluttershy and Applejack were sitting a short distance behind her, idly chatting. Pinkie Pie bounced in from nowhere in particular, a bottle of apple juice gripped in the curls of her bangs. After all these years, she still had no idea how she did that, but smiled as she dropped the juice on the table in front of her.

"Thanks, Pinkie," Rainbow waved. Pinkie Pie chirped out a "you're welcome" as she joined the others. Rainbow took a moment to guzzle down most of the juice, then stretched out her forelimbs and wings in preparation. An event coordinator removed a set of velvet ropes that had blocked off the line of waiting fans. She grinned confidently and yelled as they now approached. "Alright, who wants an autograph?!"

"Me!"

"Me!"

"Me!"

~

The stacks of photos were mostly gone now, as was the line. Rainbow looked longingly over to a distant clock: ten more minutes and she and her friends could finally go home.

Movement out of the corner of her eye brought her attention back to the line. A young Pegasus filly approached her table, she couldn't have been any older than Scootaloo. Her coat was a bright greenish-teal color, and her mane and tail were a dusty pink, braided into twintails on her head and just one braid for her tail. Her eyes were a lavender color slightly darker than Twilight's coat, with a plant of some sort in a matching color for her Cutie Mark (an Echeveria Violet Queen, Twilight would later tell her, that egghead). And she seemed happy to see her, hopeful, even.

"Well hello, little filly," Rainbow greeted, already prepared to scribble down an autograph. "Who should I make this one out to?"

"Hi Rainbow Dash, my name is Spritz," the filly answered quickly, almost as if she had rehearsed what she was going to say beforehand. Rainbow barely noticed as she hastily wrote down the same note she had written hundreds of times before with only the names changing.

"Spritz, huh? Neat. Here ya go!" She handed the filly her autograph and reclined as much as she could in her folding chair, waiting for the session to end. After Spritz didn't move for a few moments, however, she sat back up. "Uh... you want another one or something?"

"Um... well..." she stammered nervously. More moments of silence passed.

"Hey, c'mon, spit it out," Rainbow encouraged, half-kindly, half-annoyed.

"Oh, uh... I just... have something to ask you."

"Alright... what is it?"

"..." More silence.

Rainbow sighed. "Look, eight more minutes and I'm outta here, so you'd better hurry up."

"I..." Spritz struggled, tears forming in her eyes. "I... I need your help!"

"My help? With what?" Rainbow leaned forward.

"M-My brother, Dewdrop... he's missing. H-He's been missing for a w-while now..."

"Oh, you mean like around here? You want me to fly you up so you can look for him?"

"N-No, I mean... h-he's really m-m-missing," Spritz sobbed. Realization dawned on Rainbow's mind.

"Oh... you mean like fillynapped or something." Twilight and the others now approached them, curious. "Well... what do you want me to do about it? Didn't you or your parents tell the police?"

"Yes, t-they did, they're looking for him... b-but..."

"...But...?" The anticipation was starting to aggravate her.

"I... I think I know where he went, but nopony believes me and won't go look."

"Where do you think your brother went?" asked Twilight. Rainbow quietly sighed in relief, Twilight was much better with little fillies than she was.

"Well... b-before he went missing, he said that he read about a place called the Shrouded Mountains and that he wanted to go there..."

"Eh? But that's just a bedtime story for fillies. It doesn't actually exist," Twilight leaned her head to one side.

"Never heard of it, what's it about?" asked Rainbow. The others nodded in unison.

"None of you have heard of it?" Twilight asked incredulously. "It's an old story about sky pirates and their secret hideout in the Shrouded Mountains where they hid their treasure!"

"Oh, yes!" Rarity mused as she put a hoof to her chin. "Though I've always heard the version where the hideout is in the Smoking Cave..." she shrugged and made a noncommittal hum. "Must be a regional tale."

"He went there! I know he did!" Spritz protested. "He said he found a map in an old book, and he said he wanted to find the treasure! Look!" She then pulled out a folded piece of brown paper from a saddlebag, which Twilight took up and unfolded in her magic. While it did look like a map detailing the westernmost edge of Equestria and the undiscovered lands beyond, upon closer inspection the map was merely colored to look old, and the writing was really printed by a stamp designed to look like proper hoofwriting.

"This... isn't a real map," Twilight finally spoke, becoming more concerned.

"I know," Spritz grumbled, then sighed. "My brother, though, he's... uh, what's the nice way of saying it? Special? No... mentally... hooficapped?"

"Ah. Slow," Rainbow stated bluntly, earning her more than a few glares.

"Yea... I tried to tell him it's a story and it doesn't exist, but I guess he didn't listen... and now he's missing..." Spritz gazed sadly at the ground, trying not to cry again.

"So... you want me to fly all the way to the Undiscovered West to go look for him, is that what you're asking?" Rainbow questioned. Spritz's eyes lit up.

"Oh! Yea! You're so fast and amazing, I'm sure you could do it! It wouldn't take you any time at all!" she gushed happily. A burst of pride flowed through Rainbow's chest at the praise, but she quickly remembered what the filly was asking of her.

"You really think he flew all the way to the Undiscovered West?" asked Twilight. "That's an incredibly long distance to travel from here."

"He's not very fast, I'm sure Rainbow could catch up to him no problem!" Spritz was practically begging Rainbow to leave right this moment with her quivering eyes and voice. "P-Please... no one else believes me..."

"Yea, ah dunno," Applejack stared at the sky, hoof on chin and eyebrow raised. Her apprehension alone was enough to dash the hope in Spritz's eyes.

"I mean... if you really want me to..." Rainbow sheepishly scratched at the ground with a hind hoof. "I guess you're right, it really wouldn't take me all that long..."

"Even if Dewdrop is on his way westward, it'd be much more efficient if the police handled it rather than just you, Rainbow," Twilight put a reassuring hoof on Spritz's shoulder. "I'm sure I could get them to listen, I am a Princess, after all."

Spritz sniffled and wiped her nose before giving Twilight a hopeful smile. "Really? You can make them listen?"

"Of course," Twilight smiled back. "In fact, let's go tell them right now." She lifted the filly onto her back with her magic, who shouted and giggled with glee. "Go ahead back without me, I'll be right behind you!"

"Uh, Twilight... you teleported us all here, remember?" Applejack spoke flatly.

"Oh! Right, silly me. Hang on..." Twilight's eyes closed as she focused her magic, her horn glowing an intense, bright pink. Rainbow blinked at the brightness - as soon as her eyes reopened she and the others were back in Ponyville's town square, minus Twilight and the little filly.

"Do you think they'll find Spritz's brother now?" Fluttershy asked timidly.

"Ah sure hope so. Not much of a lead, though," shrugged Applejack.

"I mean, from Rainbow Falls to the entire Undiscovered West, that could be anywhere, really," added Rarity.

"I-I'm sure they'll find him soon," Rainbow nodded. "He couldn't have gone too far. Every police district from here to there'll be on the lookout."

"And I'll throw him a great big 'We Found You and You're Safe and Sound!' party when they do! Ooh, I'd better start getting the decorations together!" yelled Pinkie. The five friends nodded and mumbled in agreement with each other, slowly feeling a little better about the situation. After a few moments, they said their goodbyes and separated, each headed off to their homes.

~

Rainbow lay in her bed of clouds, unable to sleep. Responsibility gnawed at her, though she knew it shouldn't. Things like this wasn't her job. Her job was keeping Ponyville's weather nice, and touring with the Wonderbolts, and keeping Equestria safe from monstrous, friendship-hating tyrants at least once a week. Surely the normal police forces of the land could find Spritz's brother.

Tank's propeller whirred to life. The pet tortoise floated up beside her and landed by her face, offering a cuddle. Rainbow happily accepted, not even giving thought to the possibility of anypony watching, and stroked his shell until they both fell asleep.

A strange letter arrives

Rainbow awoke the next morning completely refreshed. All her angst and worries about what happened yesterday had disappeared along with her dreams. It all seemed so simple now; of course the police would eventually find... Dewdrop, wasn't it? Right. And now that Twilight had gone with Spritz to tell them about her ideas, surely they'd take her much more seriously and find him even sooner now. She was sure she'd read about how he was found alive and well in the Foal Free Press within a couple of days.

Days turned to weeks, and Rainbow had nearly forgotten all about the little filly. She came home from running some errands one afternoon, excited to see if her new Daring Do book had finally arrived in the mail. Opening the hatch on the front, she peeked inside and grabbed the contents, feeling a touch disappointed that she didn't feel anything book-shaped.

"Bah... bill, ad, ad, bill, coupons- huh?"

One of the envelopes was not like the others. It was mint green in color and somewhat thick, with purple writing that spelled out her address.

"I put my P.O. Box address on all my merch, who took the time and effort to get my real address?" Her first thought was that it was a piece of fan mail; although she did enjoy the massive boxes of letters and small gifts she frequently received, she had learned long ago that she did not enjoy opening her mailbox every day and being suffocated by a pile of mail. So she had bought herself a P.O. Box and made sure her fans knew to send their mail there. She would usually wait to collect it from the post office on Fridays and spend the rest of the week slowly going through the whole collection. Then her mind traveled to her parents, but they always wrote their names and return address on their letters. This one had nothing of the sort.

Maybe it was some other distant relative? Maybe a secret admirer? Maybe somepony attempting to blackmail her that she could find and beat up later? The possibilities were endless. Intrigued, Rainbow went inside, threw the rest of the mail haphazardly on her kitchen table and tore open the letter. Inside was three pieces of neatly-folded paper: one the same mint green as the envelope, one brown and one that was somewhat transparent and flimsy. She decided to open the mint paper first.

~

Dear Rainbow Dash,

By the time you should get this, I'll already have gone on ahead. I hope you can meet me here.

I found it. My brother was right all along. The Shrouded Mountain does exist!

My parents and the police ponies here still don't believe me, even after Princess Twilight Sparkle insisted they listen. They said they would look into it but it's been weeks and nothing's been done.

So I've been looking myself. I went to the library to see if they had a map of the Undiscovered West. The one they had looked almost completely different than the map my brother saw, except for one tiny part that matched exactly. The Shrouded Mountain is in the exact same spot as Mount Thunderclap in the Storm Peaks Mountain Range. They have to be the same place!

I made copies for you to prove it and find me. And when you get here, I'm sure we'll find Dewdrop and we can all go home. And maybe they'll finally listen to me after that.

Please, help me find my brother! I know you can do it!

~Spritz

~

Rainbow quickly read through the entire letter again. She couldn't believe it.

"She did WHAT?!"

An icy pit of darkness gripped her heart and dropped it into her stomach. Dread washed over her like a flight through a rain cloud. Breathing suddenly became very difficult as her body shivered.

They didn't listen to her. Nopony did. Not her or Twilight. Now she's gone off on her own.

Her hoof slammed the tabletop. She spat out a profane word.

I should've helped her. I could've found Dewdrop within the day if I had looked! It really wouldn't have taken that much time...

And then a crazy thought came to her.

...But I can help her now.

Rainbow quickly unfolded the other two pieces of paper. One of them was the same map Spritz had shown her all those weeks ago, while the other appeared to be a photocopy of a map from a large atlas, imposed onto transparent paper. She smoothed out the creases as best she could, then carefully began to search for two identical mountains.

It took her a few minutes, but finally she found the match. The Shrouded Mountain, or rather Mount Thunderclap, was located in a mountain range near the bottom left of the atlas map. At her maximum speed, it'd only take maybe two hours to fly there herself.

She'd better be there. And I'm gonna chew her out once I find her, there's a reason they say 'leave things to the professionals'!

No time to waste, Rainbow committed the image to memory, flapped her wings and blasted out of the nearest window, headed due west.

~

To her relief, the flight to the Storm Peaks was a half-hour shorter than she had anticipated. But that was really the only positive thing Rainbow could think of upon her arrival.

A black mountain range quickly rose from the horizon, lying in the midst of a desolate, grey desert. Massive cumulonimbus clouds darker than she had ever seen cradled each and every peak, lightning pulsing downwards every few seconds and thunder so loud she could hear it even from that distance. But one mountain in particular stood out from the rest, taller than all that surrounded it. Its peak was completely covered in thick storm clouds punctuated by static flashes.

That must be it... Mount Thunderclap.

Rainbow's wings beat even faster as she began her ascent. Within minutes she entered the outer layers of the clouds. Thunder boomed in her ears, the wind began to churn violently, she felt the soft peppering of hail hitting her body. She flew further in; suddenly her fur stood on end, and she came to a screeching halt as a lightning bolt zapped downwards mere inches from her face. The heat alone told her that just one hit would hurt very, very much.

But it would take far more than some lightning to make her turn back. Rainbow flew even deeper into the clouds. Soon the thick water vapor blocked out much of the sun's light, and the winds and hail intensified. The lightning struck downwards with ever-increasing frequency, forcing her to duck and dodge and turn on a dime to avoid them in time. The roaring peals of thunder were deafening to the point she almost couldn't hear herself think. The elemental barrage only worsened the deeper she went, she wondered if it was possible for anypony to break through.

Finally, as she began to believe the hurricane-force winds, Parasprite-sized hail and rapid-fire lightning bolts were impenetrable, she reached the peace in the eye of the storm. She gasped audibly at what lay beneath her. The mountain's summit was charred black from countless lightning strikes, leaving very little intact. Stray puffs of darkest clouds floated lazily along the ground like ghosts in a cemetery. But in the center of the summit sat a strange sight, indeed: a blackened building no bigger than a toolshed stuck out from a floor covered in storm clouds. What might be the entrance lay within a sheltered alcove.

"She has to be there, that's really the only place she could be," Rainbow uttered quietly to herself. She began to quickly descend towards the building, only barely noticing that the stray clouds were now sparkling with electricity. Suddenly they fired bolts of lightning at the Pegasus, forcing her to bank sharply and fly back up to avoid them. Rainbow shivered uncomfortably; the heat from those bolts told her they were lethal.

"How can such a little cloud make such a powerful burst of lightning?" she asked herself. Drawing from her time as a weather Pegasus, it shouldn't have been possible.

Still, she had a little filly to find. She inhaled deeply a few times to steady her nerves, then stretched backwards to prepare for her next try. With a final deep breath and a battle cry, Rainbow flapped her wings as hard as she could, hurling herself towards what she hoped was the safety of the building. Her heart leapt into her throat a couple times as bolts of lightning grazed her tail, but within seconds she was inside the alcove. She quickly flopped on her belly and covered her head and neck with her forelimbs instinctively, cringing as she envisioned being electrocuted, but after a few moments of nothing happening, she opened her eyes and slowly stood up.

Sighing in relief, Rainbow then turned her attention to the entrance. Aside from a vertical seam that split the wall in half, the only marking was a large emblem in the center, circular and about three feet wide. Within the circle were three identical rectangular shapes with slanted tops arranged side by side... more buildings? Skyscrapers? Chimneys? The leftmost one had a left wing sticking out of the side, mirroring the rightmost one and its wing. They all sat upon a cloud with a single lightning bolt striking downwards, it and the wings extending past the circular boundary.

"Never seen anything like this before," Rainbow muttered as she put her front hooves against the wall and pushed.

Nothing happened.

"Hello?" She cautiously knocked on the wall.

Nothing happened.

"Hey! Anypony in there? Spritz?" She banged on the wall loudly.

Still nothing happened. The harder she hit it, she could tell it was indeed hollow inside. But the fact that the assumed entrance had no means of entering stumped her.

She has to be here, right? The two maps said this was the place... but did she really make it all the way here? Through the storm and all those weirdly-powerful lightning clouds? Rainbow went over what she had seen on the way to the Undiscovered West in her mind. She definitely didn't remember seeing any teal and pink Pegasi on the way here.

It was during these thoughts that Rainbow's wandering eyes noticed something on the floor, stuck between the slit in the wall.

Something singed.

Something pink.

A few strands of Spritz's hair. Now she was certain the filly was inside. But how? Nothing she did even made the wall budge. Realizing that she would never get anywhere herself, Rainbow sat down and put a hoof to her chin in thought.

Welp, I'm pretty sure I'm gonna need some help getting inside...

Her first thoughts were of Fluttershy, which were extinguished as quickly as they formed. She'd never be able to weather the storm, let alone the lightning clouds.

Applejack? With her raw strength, she could probably buck the door right open. But she also hated flying or being carried while flying, which was definitely much faster than running or some other form of transportation. Time was of the essence here. Not to mention the whole storm and lightning issue and all.

Pinkie Pie? She didn't mind flying or being carried, and her Pinkie Sense would probably keep her safe from the weather, but unless she could pancake herself or defy physics enough to noclip through the door, she probably wasn't the best choice.

Rarity also didn't mind flying, she had really taken a liking to that butterfly wing spell all that time ago. And her magic might be able to open the door. But was it also strong enough to keep her safe from the weather?

And Twilight-

"Ack! Duh!" Rainbow tapped herself on the forehead. Why didn't she think of Twilight first?! Being an Alicorn, Twilight could not only fly, but her magic was ridiculously powerful. She could probably just shield-bubble her way through the storm and lightning, no problem! "Twilight! I need to go get Twilight!" she shouted as she nearly tripped over herself standing up.

Then she remembered the lightning clouds just outside the alcove.

Deep breaths.

One final breath and she rocketed out of the alcove, banking upwards as steeply as she could to avoid the lightning clouds as much as possible, then evened herself out and made her way back through the storm.

An entrance to Tartarus

She felt so wrong as she flew back to Ponyville. Spritz could have been right behind that door for all Rainbow knew, but she just couldn't open it herself. Now she had to fly all the way back and again to get Twilight; looking at the sun's position she knew it'd be dark by the time they both made it to Mount Thunderclap. While she was pretty sure she'd be more than happy to help, Rainbow also hoped she hadn't made the trip for nothing. It'd be rather embarrassing if all she had to do to the door was pull instead of push.

Indeed, the sun was just beginning to paint the sky orange when she reached Twilight's castle. Rainbow skidded to a halt, almost slamming into the front door before frantically pounding on it with her hooves. "Twilight! Twilight are you home?! C'mon, answer the door!" So wild was her knocking that she didn't even notice the door had opened until she heard yelling slightly below her.

"Ow! Hey!" Spike cringed, flailing his claws in an attempt to stop the beating.

"Oop, sorry Spike." Rainbow smiled sheepishly for a moment. "Is Twilight home? I really need her for something, like, right this second."

"Yea, she's just doing some research down in her lab. C'mon, I'll go get her," Spike motioned for her to follow as he turned around and jogged off. Rainbow hovered behind him, resisting the urge to zip around and peek inside every door they passed in case Twilight wasn't where he said she was. They stopped a few moments later in front of a thick, metal door at the end of one of the castle's corridors. It looked really out of place considering the castle was made of purple iridescent crystal.

"When did this get put in?" Rainbow asked.

"She had it installed a couple weeks ago, she said she's experimenting with some really volatile chemicals," Spike explained rather nonchalantly. "Something to do with Thaumetic Sulfite, you know how she is." After a shrug he began banging on the door. "Hey, Twilight? Rainbow's here, she wants to talk to you!"

"Okay, hang on a minute," replied Twilight, although barely audible. A few moments passed before Rainbow and Spike heard a grinding noise and a heavy clunk as the metal door opened. Peeking inside, Rainbow saw tables covered in books, bottled liquids, glassware and other science-y stuff. "Sorry about that, how are you this afternoon, Rainbow?" Twilight smiled.

Her sense of urgency returned. "Twi, you remember that filly from the Wonderbolts demonstration, Spritz?"

"Yes... why?"

"I need your help. That Shrouded Mountain place is real, it's really Mount Thunderclap in the Storm Peaks Mountain Range. She went there!"

"What?! No way... it's just a filly's story-"

"I went there, too! There's a door she went through that I can't open. I need your help!"

"Wait, you went-"

"GAH! I'll explain on the way there!" Rainbow grabbed Twilight's' hooves with her own and rocketed out of the castle, Twilight screaming and protesting until they were out of earshot. Spike just stood there, confused.

"...Uh... see you guys later...?"

~

"I see... so part of that map was real, and she thought that was enough evidence as to where Dewdrop might have gone?" Twilight had calmed down enough to listen to Rainbow's explanation ten minutes into their flight, now they flew side by side together.

"Yea..." Rainbow stared vaguely at the ground far below, wracked with guilt.

"And this mountaintop, with it's violent storm cover and the lethal lightning clouds near the little building... Rainbow, are you really sure you weren't just seeing things? I'm sorry, I just can't believe she would have made it there in one piece."

"I saw the tail hairs. She's inside that building, I'm positive she is!"

"Well, shouldn't we go back and tell the police? Let them handle this instead? It sounds really dangerous-"

"The police haven't listened to her or you this whole time, why would they start now?!" Rainbow snapped, now starting to hyperventilate to keep from crying. "And if I had listened to her in the first place, I could've found Dewdrop and this whole thing never would've happened!"

"You don't know that," Twilight's voice lowered sympathetically.

"And neither do you!"

For a few moments, only the rush of wind past their wings could be heard.

"...Sorry, Twi. It's just... I've already failed her once. I'm not going to let that happen again. She needs me now more than ever."

Twilight sighed. "It's alright... if you're this set on rescuing her from this... Mount Thunderclap, then I'll do whatever I can to help."

"Thanks," Rainbow smiled at her.

"Of course... just be careful, okay?"

~

The sun had fully set by the time the mountain range came back into view. If the Storm Peaks hadn't looked ominous before during the day, they looked outright hellish at night. Mountains and clouds were lost together in a black skyward mass, the lightning seeming to strike even more powerfully than before, the thunder echoing throughout the air as if hundreds of beasts surrounded the two ponies from all sides. And high above it all sat the summit of Mount Thunderclap, wrapped in the blackest tempest of them all. Noticing Twilight had fallen slightly behind, Rainbow slowed her flight to a hover.

"Twi?" She peered back. Twilight was hovering in place, her eyes transfixed on the menacing mountain.

"The Shrouded Mountain," the Alicorn breathed. "It really does exist... I wonder..."

This elicited a confused noise from Rainbow. "Wonder about what?"

"When I was still a filly under Celestia's tutelage... she was the one who first told me the Mountain's story," Twilight spoke softly, almost reverently. "The story about the sky pirates and the treasure was only one of it's many legends."

"There's more to it?" Rainbow gulped. What else was up there?

"A mountain who's peak is shrouded by an eternal storm... there was another part of the story that most ponies have forgotten about. Many centuries ago, an entire legion of the strongest Pegasi in the world tried to clear away the storm, said to have been led by Princess Celestia herself."

"And? The storm's obviously still there," Rainbow gestured.

"Yes, yes, there were many casualties," Twilight grumbled, annoyed she had to speed up her storytelling. "Nearly all the Pegasi lost their lives battling the storm's fury. Celestia then decreed that the mountain was forbidden, that nopony ever approach it again. Thus, it was lost to history."

"Alright, alright, nice little story," Rainbow tugged on Twilight's hoof to get her moving again. "Tell me the rest on the way up there."

"Well, that's about it," Twilight said as they began flying again. "I asked Princess Celestia about the story a long time ago... she said it was just that. And I've never found any version of it in any library." Rainbow sighed and rolled her eyes, tuning Twilight's droning out. She always found time to wax poetic in the midst of something important.

They approached the outer layers of the summit's storm a few minutes later. Rainbow's fur bristled; somehow the clouds felt even more wild and violent than before. Suddenly her fur stood on end, and she flapped her wings powerfully to launch herself upwards and away from a lightning bolt that seemed to shoot out right at her. Very soon afterwards, a bubbly aura of pink light enveloped her.

"Whoo, that's some nasty weather!" Twilight exclaimed, already shielded in her own magic. "I can see why you wanted me to come now."

"Heh, this wasn't even the worst part," Rainbow smirked. "C'mon, we gotta get to the middle."

And so they flew. The storm did all it could to tear Twilight's shield apart. The wind howled balefully, the hail buffeted, the lightning pulsed. Though now safe from the weather's effects, Rainbow couldn't help but stare in awe and fear of Nature's unnatural fury. And as they flew through the clouds that fury only intensified, though now it seemed even stronger in the utter darkness. The hail smashed and shattered against the magic barrier while endless bolts of lightning struck, each sending worrisome ripples and crackles of static around the bubble, as if threatening that the next would be the one to pierce through. Soon the winds were strong enough to crumble a castle, and sharp and cold enough to shear through the shield, forcing both ponies to quake and shiver from the sheer force and harsh temperatures.

"Rainbow, stop! This is too dangerous!" Twilight pleaded. "My shields are barely holding together!"

"No... almost... there..." Rainbow grunted, compelling herself forwards. "Just... a little... further..."

At last, with a final scream of exertion from Twilight, the two ponies reached the peace of the summit, the shields failing and disappearing just moments after. Now in the midst of a moonless night, Rainbow could see that the clouds that floated along the blackened ground glowed a faint blue. And in the distance sat the small building, almost invisible amongst the darkness.

"Alright, there's the building," Rainbow pointed with her right hoof as she wrapped the other around Twilight in an attempt to direct her attention. "And those are the clouds I was talking about."

Twilight squinted. "Huh... those aren't ordinary lightning clouds."

"No kidding... I said they were lethal before, didn't I?

"Besides that, which I agree is also unusual." Twilight's head craned forward as her horn flared to life, a tendril of pink magic carefully reaching out and lightly tapping the closest cloud. "It would appear these clouds are magical in nature."

"What? Somepony made these?" Rainbow glanced at the lightning clouds, counting at least thirty of them. "Why?"

"I dunno... maybe to guard their sky pirate treasure?" Twilight shrugged. "At any rate, I think my shield will be strong enough to withstand a couple blasts. We should still hurry, though."

"Yea... alright," Rainbow began her ritual of deep breaths. "Do your shield thing, then get ready to fly to that building as fast as possible. There's a little opening where we'll be safe." Twilight nodded, and two magical pink barriers popped into existence around them as she also took a few deep breaths.

"Okay... three... two... one... NOW!"

Being a much faster flyer, Rainbow shot out ahead of Twilight in a split second, causing the other's flight to waver slightly in her wake. While she reached the safety of the building's alcove with minimal lightning aimed at her, she suddenly heard Twilight shriek behind her, followed by the sound of a glass sphere shattering. Fearing the worst, Rainbow called out to Twilight and frantically looked around the skies for her, but saw nothing.

Her pounding heart sank into her stomach as she imagined what befell her friend. Then she heard another shriek from a distance, and then another closer by. Finally, a purple blur exploded past her and slammed into the wall to her left, gasping for breath.

"Note to self," Twilight coughed, "...those lightning bolts can break my shield with one hit. Should find a way to dispel them first on our way out."

"Don't... scare me like that," Rainbow exhaled, moving to help Twilight off the ground. Once she was up they turned their attention to the split wall with the emblem.

"So this is that door you couldn't open?" Twilight moved closer to examine the emblem better.

"Yea, as far as I can tell, there's no way to open it," Rainbow spoke as her eyes searched their surroundings. "I couldn't push it open, and there's no handles to pull. And have you seen this emblem before anywhere?"

Twilight shook her head. "No, can't say that I have. I'm sure I'd remember something like this in all my studies if I had."

"I wonder what it means, then." Now Rainbow's eyes traveled along the floor, suddenly locking on a certain spot.

Wait... where's Spritz's hair?

The singed strands of pink hair that had been caught between the seam were gone. Rainbow blinked uncomfortably; her eyesight was top notch, surely this was a trick her mind was playing on her, right?

"Hm..." Magic seeped out of Twilight's horn and grazed the emblem, sinking into its lines like water in a straw. Once fully illuminated, the strange emblem pulsed, its color changing from pink to blue. Then, as it faded away, the ponies felt the ground gently shake, and they heard a grinding noise from the walls beside them as the door ahead slowly split open. A blast of hot, stale, dusty air accompanied the opening, assaulting their faces. As they coughed, the door ceased its movement with a final, sinister clunk, tiny bits of dirt, soot and other debris falling from the ceiling onto their heads. Rainbow peered into the building, seeing only a metal staircase illuminated by a tiny red light, leading down into darkness.

Something twinged deep inside the rainbow Pegasus. It was only for a brief moment, but it was strong enough to give her pause. Something screamed within her that this was a terrible idea. But with a nervous gulp she forced it down.

"Well... wasn't expecting that," Twilight leaned away from the door slightly, eyes wide with alarm. "So... Spritz is really in there, huh?"

The memory of the missing hairs came to her mind. There was only one logical solution to this mystery. "Yea... I guess so," was all Rainbow was able to eke out of her muzzle. Magic flowed through Twilight's' horn once again, this time taking the form of a small ball of light attached to her horn's tip, illuminating the staircase with pink-tinged light.

"There, hoofprints," Twilight pointed out. Small hoof-shaped markings in the dust clearly led them down the stairs, as if freshly made. The Alicorn glanced over at her companion. "Well, we've come this far. Ready to go in?"

Rainbow blinked. She inhaled deeply and puffed out her chest, shoving her fears and worries out of her mind. It was time to be brave. Time to be loyal to one that needed her.

"Let's go," she nodded.

And the two ponies entered the building, the sounds of their hooves on the metal staircase disappearing along with Twilight's light. Slowly, the door closed behind them.

Dome of Ruin and Office Wing

*Clank clunk*

*Clank clunk*

*Clank clunk*

*Clank clunk*

The sound of their hoofsteps was the only sign of life. As Rainbow and Twilight turned the staircase's final corner, their eyes widened in surprise.

Barely illuminated by Twilight's light spell, they found themselves within a massive and peculiar domed structure. Peculiar in that, though they were now underneath the ground of the mountain's summit, the walls and ceiling of this dome appeared to be made of dark grey clouds. To be sure, Rainbow stuck her hoof into one of the walls, finding herself unable to not only touch anything solid beyond, but unable to pass through the clouds with the rest of her body. More enchanted clouds? There were even some holes in the metal floor that were patched shut with the same clouds as the walls. Just to be safe, she and Twilight avoided them as they walked past.

And that wasn't even the strangest part about the floor. The dome's floor was littered with piles of twisted, rusted metal, ruined pieces of machines of unknown functions, frayed wires and more garbage than any mere scrap heap. Much of it looked charred and blackened as if it had come from the mountain's summit, and covered in dust as if nopony had been there in years. A strong scent of dust, iron and general corrosion permeated the air nearest the ground; Rainbow decided to fly upwards about a meter and hover rather than walk, finding the air a little less musty. Her eyes scanned the junk piles, some of them reaching almost halfway to the ceiling, which she estimated was fifty feet above the floor. The only clear path ahead conveniently cut through the piles in a slight zigzag fashion to a door on the opposite wall from them - about three hundred feet away.

The silence was getting to her. "What do you make of this, Twi?" she asked as she checked their surroundings again.

"I'm... not sure," Twilight hesitated. Rainbow shuddered at the response; being the personal student of Celestia and an all-around egghead, Twilight was very rarely so unsure of her surroundings. "It's like... an indoor junkyard? But why? Why here? And for being in such a dangerous place to begin with, who even built this?"

Rainbow hovered beside her companion as they traveled the path in silence. She couldn't put her hoof on it, but a sense of dread and unease seemed to grow like a weed within her mind. Sure, this was a really strange place, but there wasn't anything particularly scary about it... right?

They reached the door a minute later. Rainbow tapped on it with a hind hoof to open the way, finding another dark, metal staircase illuminated by a single, dim red light. She was about to float inside when Twilight's ears flicked suddenly. "Eh?"

Rainbow glanced towards her. "What's up?"

"Do you hear that?" Rainbow perched for a moment on the staircase's railing to listen for something, anything out of the ordinary. But all she heard was silence.

"I don't hear anything," she shrugged. Twilight gulped.

"Hm... I think it's infrasound. Weird..." She then noticed Rainbow giving her a confused look as she began hovering again. "It's harmless, no need to worry, it's just... creepy."

"Ah. Great."

The two ponies began their descent. While the first staircase they had traversed had been somewhat long, at least six flights of stairs, this one seemed more mundane in only having two. The door at the bottom did not open when Rainbow pushed gently; a thin, pink tendril of magic extended from Twilight's horn around the handle, pulling down and swinging outwards.

Now they found themselves in a long, almost empty hallway, the plain, white-tile floor dimly lit with tiny, blue lights that lined the edges where the walls and floor met, spaced about a foot apart . There were no doors, no windows, not even pictures or posters along the walls - the only object to be seen was some kind of black, dome-shaped apparatus that stuck out of the far right corner of the ceiling. The hallway turned to the left about thirty feet ahead, what lay beyond was out of sight.

"First that junkyard, now this..." Twilight mumbled as they pressed onward. Within moments they reached the bend in the hall, which now seemed to open up into a sort of closed office space - rows of hallways lined with wooden doors, each hallway seeming to border one or two rooms, forming a grid. The outer walls of this strange place were still crafted out of those thick, dark grey clouds, while the inner walls and ceiling were made of standard building materials. The solid walls of the hallway they had been in disappeared into the clouds after stretching about two feet to either side. All throughout this new space a low, barely audible hum reverberated quietly in the air, seemingly coming from all directions at once.

"This whole 'Shrouded Mountain' story is about sky pirates and their hideout, right?" asked Rainbow, now outright confused as she hovered into the maze of halls and rooms. "I can kind of understand the mess upstairs, but what's up with this office area?"

"Please state your Flying Clearance Code."

A robotic female voice suddenly pierced the silence behind them. Rainbow and Twilight whipped around at the sound, seeing nothing behind them but the strange black dome. At this angle, they could now discern what looked like a small, circular speaker built into the wall just below it.

"What was that?!" Twilight jumped. Rainbow squinted her eyes in suspicion; a camera's lens was barely visible through the black dome.

"A surveillance camera?"

"Please state your Flying Clearance Code. Final warning."

"...Flying Clearance Code?" Rainbow muttered. "What's that-"

Her fur stood on end as she instantly understood the end of her sentence. Out of the corner of her eye, a glowing blue spot appeared on the cloud wall to her distant right, shooting out a searing bolt of lightning directly at her a scant second later. Rainbow dodged just in time, watching the lightning disappear into the opposite cloud wall. Her eyes widened in fear as blue spots now appeared on both walls.

"Failure to supply Flying Clearance Code. Termination initiated."

T-Termination?!

Lightning soared through the air at the rainbow Pegasus, faster than Twilight could cry out. Rainbow kicked her hind hooves off of the solid wall in front of her and charged down the hallway behind her to avoid them. As she flew down this hallway, her stomach dropped as she realized the distant wall ahead of her was also made of clouds, forming more blue spots ready to strike. She banked a sharp left to avoid the incoming blasts, cursing to herself as she saw more cloud walls ahead of her. And there was probably a cloud wall behind her, too. Her thoughts drifted to the doors along the hallways for just a moment, but the lightning struck too fast to allow her to try the handles.

She banked a sharp right just as four bolts of lightning collided in the space she had occupied only a moment before, creating a loud crack and a small shockwave. It nipped at Rainbow's hind hooves like a hamster's bite, which she barely noticed as she saw more blue spots in the distance.

She banked left again. More blue spots.

She banked right again. More blue spots.

Left.

Right.

Left.

Right.

Left.

Left.

Left.

Right.

All these quick maneuvers were wearing her out. Her wings began to burn with exertion and fatigue. No matter where she turned, each hallway led to at least two cloud walls. She performed a barrel roll to avoid the next bolts, and her eyes looked directly into another camera hidden by a black dome.

In the split-second of time she had before she would have to dodge again, Rainbow glanced up at the ceiling. A black dome hung from the ceiling over every hallway's junction. Maybe this could be her salvation? As the next bolts fired at her, Rainbow flew upwards until her wings nearly scraped along the ceiling, and extended her front hooves out in front of her face to form a point. She hurled herself into the black domes she passed by, hearing three of them shatter and short out with a satisfying crackle.

Now her fur stood on end so violently, it was as if they were threads of iron powder being ripped from the ground and onto a magnet. Rainbow's eyes widened in fear as the entire segment of cloud wall ahead of her glowed bright blue; she was sure the wall behind her was doing the same. She banked a sharp left as lightning blasted behind her, but instead of only firing one shot, it kept on firing, effectively blocking her in. Dread splattered her mind like a bug on her flight goggles - she may have screwed herself out of finding the exit to this lethal labyrinth.

Only one pony could help her now.

"Twilight! Make it stop!" she screamed as she whizzed down the halls. Suddenly the hallway furthest from her, both parallel and perpendicular came to life with blue lightning. Rainbow's heart leapt into her throat: the blasts were starting to close in on her, to trap and kill her. Banking to the right twice in a row, she saw the furthest perpendicular hall had lightning coursing through it as well. Now the next one sparkled to electrifying life.

"I-I don't know how to!" she heard from a distance. "My magic isn't affecting the clouds or lightning at all!" The next perpendicular hallways became electrified, as well as the next closest parallel hallway. Two more of those, and five more on either side of her, and she'd have nowhere left to fly.

"Teleport me back into the first hall!" Rainbow cried out. The next hallways lit up with lethal lightning.

"I've been trying! I can't use teleportation magic in here either! Something's stopping me!" Twilight's wailing sounded a little closer. The next hallways became electrified. Rainbow began to despair.

"Heeelp! Help me! Somepony!" Rainbow screamed. The next hallways became electrified. Suddenly Twilight burst into one of the three hallways still safe to fly in, terror flooding her eyes. Tears clouded Rainbow's vision as she imagined one of her best friends getting electrocuted.

"Rainbow! Just land! All you have to do is land!" Twilight yelled as she ran halfway into the hall. Rainbow blinked away her tears in surprise - that sounded like the single worst possible thing to do in this situation. Was Twilight telling her to just accept their fate?

But they weren't best friends for nothing. As the hallways behind her filled with lightning, Rainbow banked a sharp, downwards right into the final hall, her hooves giving way from her momentum as she landed. Her face scraped along the floor as her limbs flailed desperately to stop all movement. Finally she came to a halt as she felt Twilight's hooves wrap around her body, pulling her up into a frightened embrace. Rainbow embraced her as well, mentally preparing as best she could for an electrifying death.

That death never came.

"Aerial disruption has ceased. Termination aborted."

The lightning faded away in an instant. Only the quiet hum remained. Rainbow silently wiped teardrops from both herself and Twilight from her cheeks as she cautiously stood up.

"I-Is... Is it g-gone?" she coughed as she caught her breath. Twilight cautiously stood up as well.

"It seems to be," she spoke quietly as her glanced around, horn flaring to life with a pink glow. "I don't sense quite so much electricity in the walls anymore."

"How did you know it'd stop if I landed?" asked Rainbow. It had seemed a very counterintuitive solution in the moment.

"...I didn't," Twilight hesitated, Rainbow's face falling behind her.

"WHAT?!"

"It was honestly just a theory."

Rainbow blinked in disbelief. But her theory had proven to be correct for the time being. She quietly walked into the closest intersection of hallways, flinching, but nothing happened.

"I see... well, guess that means no more flying in here," she conceded.

"Rainbow," Twilight spoke, a serious tone in her voice. "I know you want to save Spritz yourself, but this place is really out of our league. We should go back and get help-"

"No, Twi," Rainbow shook her head with a frown. "If this place is full of death traps like that, it's even more important we find her before she gets herself killed. If we leave now, that's... probably what'll end up happening..." A cold chill descended upon her; she hated the thought of getting herself or Twilight hurt, possibly even killed because of her actions.

She hated the thought of harm befalling Spritz even more.

"If you want to leave and get help, though, then go ahead," she suggested. Twilight sighed.

"And not be around to save you from future death traps? I think not." They shared a few uneasy chuckles before slowly walking down each of the long hallways.

They tried every door they came across with no luck; all were locked and solidly constructed to withstand beating or blasting them open. Near the middle of the room, on the rightmost cloud wall, they found what appeared to be an elevator nestled within, crafted from thick metal rather than the surrounding clouds. A keycard device had been attached right next to the doors; it beeped stubbornly as Rainbow prodded it's buttons to no avail.

Finally they reached the opposite side of the office area. Another short hallway turned to the right, and at the end of that was another metal door that led to another red-lit metal staircase. This one, however, was decorated with a small smear of something reddish-brown near the handle.

"I wonder why the staircases are all separate from each other like this," Twilight mused while Rainbow opened the door, taking note of the smear. She shivered when she realized it resembled dried blood. Twilight's voice died in the middle of her musings as she also noticed.

Spritz...

She gazed down into the darkness. A new surge of determination filled Rainbow's heart as they entered the staircase, quietly closing the door behind them.

I'm coming, Spritz.

Cafeteria/Recreational Facilities

Rainbow flinched as she opened the next metal door, wondering what was in store for the two ponies on this floor. She and Twilight felt a little less apprehensive as they saw their new surroundings.

The door opened up into a large but typical-looking cafeteria area, sufficiently lit by fluorescent lights on the ceiling even though only every third light was on. Black domes stuck out of each corner of the ceiling, already giving Rainbow some unwanted flashbacks. Shiny white tiles on the floor reflected the light back onto the dark grey cloud walls and other white surfaces, giving the room a clinical, almost sterile aura. Long counters with sneeze-shields and rectangular-shaped depressions stood in four straight lines in front of them, generously spaced apart and flanked by those railings one slid their tray across as they scooped their food. Said trays sat in tidy stacks at the closest end of the counters to them. Drink dispensers and vending machines lined the rightmost wall of clouds, while the clear doors of refrigerators with sporadic Post-It Notes and separate freezers lined the right of the cloud wall they now poked their heads out of. To their immediate left and along the leftmost cloud wall, a pair of large automats were installed. Beyond the counters sat four checkout stands for patrons to purchase their food, and the rest of the room was devoted to seating. Much further down the leftmost wall and past that automat, the elevator with the keycard panel made another appearance. Opposite of that, past the vending machines was a pair of swinging doors that led into the cafeteria's kitchen. The distant wall ahead of them - made of solid materials - was adorned with what looked like stereotypical motivational posters, a whiteboard with a list of the week's specials, and a pair of double doors made of green-colored glass.

"Alright, this place is definitely inhabited," Twilight spoke quietly. Rainbow smacked her lips; all that flying earlier had make her a little thirsty. Walking quietly, she made her way towards one of the refrigerators that contained a row of bottled water.

*Ding!*

One of the lights on the distant keycard panel came to life. Rainbow cursed under her breath as she spun around and ran as quietly as she could back to the staircase, the temptation to fly tempered by her previous brush with death. Twilight just barely managed to swing the metal door mostly shut as the elevator opened, leaving the barest of cracks for the two ponies to peek through.

Two ponies, a Pegasus mare and an Earth pony stallion, strode out of the elevator, dressed in dark gray uniforms that covered their Cutie Marks and a many-pocketed utility belt wrapped diagonally around their chests. Metal sticks with rubber handles, ending in two sharp points dangled from their sides. They appeared to be security guards. The mare had cream-colored fur and a green and yellow-striped mane and tail, while the stallion had azure fur and bright yellow hair. They turned in the direction of the metal door, sending shivers down Rainbow's spine.

"Hurry up and get your sandwich, we gotta check the office wing before whatever was up there escapes!" the mare hissed. The stallion jogged unknowingly towards the two ponies, Twilight's and Rainbow's breaths catching in their throats.

"Bah, the reports show that almost every single hallway was electrified, a charred corpse isn't going anywhere," the stallion yelled back. Rainbow considered slowly closing the door all the way, but the stallion's eyes seemed directly upon her, his eyes slightly widening as he drew near. He turned to his right only as he came within inches of the slightly-ajar staircase door. She suppressed the urge to exhale as the stallion noisily deposited some coins into the automat and opened a hatch.

"Kind of rare somepony actually manages to make it all the way up there before getting caught, huh?" Now the stallion's voice was loud, as if he was right next to the door. Rainbow's eyes clenched shut in silent fear, wishing her heart wasn't threatening to burst from her ribcage. Beside her, Twilight quietly flared out her wings and lowered her head until her horn pointed directly at the center of the doorway, prepared for an unfortunate discovery. The nervous look on her face told Rainbow that this was an act of last resort.

"Yea, they usually don't make it past the holding cells. Must be one feisty little prisoner," the mare shouted back. The stallion turned around and began jogging back to the elevator, sandwich in hoof, much to Rainbow's relief.

"Think it was that filly that showed up here a while ago? Yelling about her brother?"

The stallion's words clawed viciously into Rainbow's heart. She really was here after all.

The mare let out a noncommittal moan. "That'd be one less pest down below. Now c'mon, let's go look." The stallion's last words were muffled by sandwich as they disappeared back inside the elevator. The doors closed, and the keycard panel's light turned off.

Twilight's head and wings lowered into a sigh of relief. Rainbow, however, wasn't so relaxed.

"Did you hear that?" She did her best to refrain from yelling. "She's here!"

"They... they know about the death trap upstairs..." Twilight's voice shivered. "They... have prisoners... and they... expect them to die if they try to escape..." Rainbow's pupils shrank into pinpoints. Was Spritz being held somewhere below them? Her brother, too? What were these ponies going to do with them? ...To them?

"We need to keep going," Rainbow gulped. She had forgotten all about her thirst. Twilight nervously nodded and gently pushed the door back open with a wing. Then, with all the lightness they could summon into their hooves, they tiptoed through the cafeteria, ears twitching in alarm at every strange noise.

~

After what felt like an eternity, they reached the green-glass double doors. Through it they saw their next target: another metal door presumably leading to another staircase. Rainbow pulled on the handles, the hinges squeaking quietly as they opened.

They entered into a large, plainly-painted multimedia room. Many computers lined the solid walls to the right, and a similarly large amount of TVs and video game consoles lined the also-solid walls to the left, with plenty of chairs, sofas and coffee tables to lounge around with. Only one black dome sat smack-dab in the center of the ceiling amongst standard fluorescent lights. Beyond that, the rest of the floor had been divided into thirds: the multimedia room taking up one third of the space, and four equally-sized rooms, two on each side of a straight hallway, took up the rest. The hallway led to the next staircase's door.

But to get there, they had to pass by the other rooms. As Rainbow walked closer, she saw that the walls facing the hallway were made of clear glass, as well as the doors, allowing them to see right in. The first room on the right housed a decently-sized swimming pool, complete with diving board, chaise lounges, a hot tub and a "No Lifeguard on Duty" sign. A wooden door with a sign above that read "Sauna" seemed to lead into a pocket of space within the cloud walls.

That... seems like a pretty bad idea.

Peeking into the first room on the left, she saw an entire state-of-the-art gym crammed inside: a row of lockers, some benches beside them and a good number of different weights, exercise equipment and lifting machines. As far as she remembered from her times in the Wonderbolts' private gym, a machine for everything any pony ever needed to strengthen was there.

The second room on the right was unexpected: an indoor garden. Grow lights in the ceiling illuminated multiple plastic containers - some with flowers, others with various fruits and vegetables. A couple had poles staked into them to allow for vining plants that nearly reached the ceiling. Only three random containers were bare. The ceiling, besides the ever-present black dome, was painted sky blue with some puffy white clouds, while the wall adjacent to the pool room had a lovely mural of a forest. The other two walls, of course, were dark grey clouds, though one did have a wooden counter with a sink and a metal watering can.

Finally, the last room had all of its walls covered in shelves, which were stuffed full of books... a library. There wasn't much else inside save for a dark-colored rug that covered the floor, and multiple matching wingback chairs that rested on top.

"Ooh!" Twilight's eyes lit up. Rainbow glanced over to her with mixed emotions - she and all their friends knew just how much Twilight loved books, but was this really the best time for that?

...Still, if all the Daring Do books she'd read had taught her anything, there was usually pertinent information somewhere inside.

"Let me guess... you want to go in there?" Did she really need to ask?

"Did you really need to ask?" Twilight replied playfully as she opened the library's door. Rainbow grinned as she followed her inside, quickly losing sight of her as she practically sprinted into an aisle.

Her grin faded into a grimace as she shrugged it off, and she turned her attention to the closest shelf. For some reason, most of the books in this shelf were geared towards colts and fillies, and surely none of those were present in this dangerous building... other than the one, hopefully two she was there to rescue. Rainbow felt almost insulted as she scanned the various titles, wondering why anypony here would ever read these.

Goodnight, Nightmare Moon.

Little House in the Everfree.

Millions of Yaks.

The Very Hungry Parasprite.

The Rainbow Dragon.

The Rainbow Factory.

The Poky Little Po-

...Wait a minute.

One of these is not like the others.

Rainbow picked up the book titled "The Rainbow Factory". If she remembered correctly from fillyhood, then what was this book doing here? She flipped over to its back, reading the synopsis.

"'Now a rainbow's tale isn't quite as nice
As the story we knew of sugar and spice.
But a rainbow's easy, once you get to know it,
With the help of the magic of a Pegasus Device...'

Follow up-and-coming author A. Dawn's first foray into gore and horror as she brings a treasured Nightmare Night tale to life in this limited edition novel!"

She felt slightly less insulted now. This was definitely a book befitting a library in a building that contained at least one death trap. Rainbow remembered how she had read it when she was very little - she'd managed to grab it from a snoozing caregiver at daycare one day, read it while hiding under the covers of her bed, then wouldn't stop crying out of fear until her parents woke up and scolded her for reading something so adult. It was the story of a young pony who was sent to a factory as punishment for failing a flight test, finding out that the factory turned ponies into rainbows by throwing them into what was essentially a giant blender, and the resulting chaos as she tried in vain to escape.

"Heh," she snorted in amusement. These days she knew better, of course. Such a place could never exist in reality. Once she found out - and she'd find out very quickly - Celestia would banish all ponies involved directly into the sun if that were the case. She flipped the book over again to put it back when something caught her eye. Something ominous enough that her heart began to race.

"Hey, Twilight?" she called out, hearing her friend mumble in response some twenty feet away. "C'mere."

"What is it?" Twilight asked a few moments later, walking towards her while levitating a pair of books in the glow of her magic.

"Look familiar to you?" Rainbow showed the book to her: the same emblem that had been on the entrance to this strange place was printed in rainbow ink on the book's cover. Twilight stared at the emblem for a moment.

"'The Rainbow Factory'? Hm..." she gazed at the floor in thought for a moment. "Yea, it's a classic Nightmare Night story, good for spooky tales by a campfire, but... hey, the emblem on it is the same as the one on the entrance." Now Rainbow's mind was racing as well. Her eyes widened, and her mouth dropped open and quivered. Twilight cocked her head to one side in confusion, then her own eyes widened in realization, but then narrowed in disbelief. "...You don't really think that's-?"

"Wha? No! No..." Rainbow shook her head vigorously. "That's ridiculous! Rainbows are the result of sunlight hitting water vapor. Any weather pony knows that. Heck, everypony knows that."

"Alright... whew, don't scare me like that, Rainbow," Twilight laughed nervously. "You had me thinking that you thought something similar was happening here. I mean, this place is definitely dangerous, but not that kind of dangerous."

"Yea, you're right," Rainbow giggled, a hoof rubbing the back of her head. She set the book back on the shelf and sighed, her smile quickly fading.

Totally ridiculous, yea... c'mon, Rainbow, get a grip on yourself.

"Anyway, I found the blueprints for this place, and this book about enchanting clouds with magic. Give me a few minutes to look them over, okay? They might be helpful."

Rainbow nodded. "Sure. Let's go behind some bookcases first, in case anypony walks past." Twilight nodded in return, and the two ponies walked towards the back of the library, slipping into the second-to-last aisle. There, Twilight silently began flipping through the blueprints' pages, leaving Rainbow to her thoughts.

Turning ponies into rainbows... like that's a thing that could happen. Sheesh. Maybe whoever built this place just put the emblem on the front door for inspiration. Yea, that's it.

...

...

...

Although...

...Prisoners? Holding cells? And the whole death trap thing upstairs, and those security guards...

Spritz... just what did you get me and Twilight into...?

Dormitories

"Hmm... no way to dispel the dark grey clouds, that's a bummer..." Rainbow was reading over Twilight's shoulder as she quickly skimmed through the book about enchanted clouds.

"No... other than maybe covering yourself in pure rubber," Twilight closed her eyes in defeat as she shut the book. "But at least we know more about how this place is laid out now." She had already leafed through the blueprints and committed much of the building's layout to memory. According to that book, there were four more floors to this building that they hadn't explored yet. Also, magic dampening machines hidden within the cloud walls severely limited what magic she could use; no teleportation could be done.

"Alright then, no more wasting time!" Rainbow stood up and stretched. Twilight nodded and levitated the books onto the top of the closest shelf, then followed the Pegasus to the door. Nopony had passed by while they had their little break, and still was there nopony around. Quietly, they slipped back into the hallway and made a beeline for the next metal door and staircase to their left.

~

They descended and opened the door even more softly than before, as this was the Dormitory level. Ten rows of rooms, each a comfortable 25'x50', contained at least one queen-sized bed and a full bathroom by default. The two outermost rows ran along the sides of the cloud walls, the one on the left an unbroken row of fifteen rooms, and the one on the right broken in half by the elevator and keycard panel with seven rooms each, while the rest were constructed into blocks of fourteen rooms each. In all, 141 rooms. Each door contained a peephole, and a doorbell was installed a few inches to the right. A small sign embedded into the rooms' doors read whether they were currently occupied or not; most were shut and locked for the night, their occupants asleep. The enchanted cloud walls and concealed magic dampeners limited what other helpful magic Twilight could perform, but at least the floors here were carpeted and quieter to walk on. To account for the obvious troubles anypony living here might encounter with so much walking, two automatically-moving pathways had also been installed into the center of each hall, one for each direction. They moved at a brisk walking speed, and were thin enough that one could step over the other if their room was on the opposite side.

"Quite a few ponies live here... just how big is this place?" Rainbow muttered to herself. She'd seen the measurements on the blueprints but the numbers had meant little to her, other than "this place is huge". Twilight's horn shimmered for a brief moment as she cast a muffling spell on herself and Rainbow. Stepping onto the pathway that led forward, they began to walk, quickly and carefully, down the center hallway, towards the distant metal door on the other side. They got about a fourth of the way there when a faint noise gave them pause.

*Ding!*

Beyond their sight the elevator doors opened once again, and two familiar voices mumbled through the halls. Rainbow and Twilight froze in their tracks, stepping off the pathway out of caution.

"And here I was hoping something had actually happened tonight," the security stallion's voice grumbled, his sandwich long since finished.

"Would've been nice if they'd told us it was a false alarm," the security mare's voice groaned. "Well, back to our beats, I suppose." Rainbow's ears flicked as she heard the two ponies go their separate ways, presumably to patrol the dorms. She waited in silence for a few moments to try to discern their location, but heard nothing.

"Where do you think they're going?" she asked Twilight. Before she could answer, she heard hoofsteps coming in their direction, growing slightly louder with each step. While a muffle spell would keep their own footsteps silent, it did nothing for rendering them invisible - one of the very few spells Twilight actually wasn't good at (You try refracting trillions of little particles of light around something as big as a pony!). Nervously, her eyes scanned the hallway, finding only two of the rooms nearby unoccupied. Motioning to Twilight to check the other door, she began fiddling with the handle as noiselessly as possible.

Locked.

"This one's open!" Twilight hissed. Rainbow scrambled to the room and ran inside, Twilight quietly closing the door just as the security stallion's form peeked into the hallway. She opted not to lock the door, in fear that the occupancy sign would change. But she did cast a spell to ensure no light escaped under the crack before switching on the lights.

It was a rather normal dormitory room. The bed was covered in fluffy white pillows and mauve blankets. A lab coat lay disheveled on the floor near the entrance to the bathroom. There was a washer/dryer crammed next to the toilet, a minifridge by a table and two chairs, a tablet computer powered by magic sitting on the nightstand. Nothing of particular interest, except maybe the lab coat.

Lab coats mean science, right? But... what kind of science?

A pony's shadow blocked the hallway's light from under the door, and Rainbow's breath clung to her throat. It passed on just as quickly as it appeared, and the two listened in apprehension as the hoofsteps grew quiet. Shutting off the lights, Twilight opened the door by just the tiniest of cracks, peeking into the hall and seeing nopony.

"Alright, keep an ear out and stay quiet," she whispered as she carefully swung the door wide enough to leave. Rainbow followed her, ears flicking fearfully as she scanned their surroundings. If she focused real hard, she could hear that the closest pairs of hoofsteps were a good distance behind them and to the left. Twilight heard it too, judging from a sigh of relief that escaped her lips.

They began walking down the hall pathways again, quickly yet carefully. Every so often they'd hear hoofsteps coming closer, and they'd be forced to stop, turn down another hallway or even backtrack, praying to Celestia that Twilight's muffle spell held true. At times, Rainbow would glance up at the ceiling, her eyes eventually meeting with yet another black dome. She couldn't help but wonder if they were being watched, despite the lack of alarms going off, or lots of security guards suddenly swarming the two. Was the system fully automated with nopony watching, only reporting those who had no Flying Clearance Codes? Was there some other seemingly innocuous action she could perform that would activate another death trap?

Finally, after what felt like hours of playing hide-and-seek, they were within reach of the metal door. Twilight was just about to open it when Rainbow's eyes caught sight of something on the far right end of the hall. The corner wasn't a corner at all, but formed a tiny diagonal wall just large enough to contain a door.

"Hey, look," she poked Twilight's shoulder. "Should there be a room over there?" Twilight squinted her eyes as she looked.

"You're right, that wasn't in the blueprints," she replied. "Maybe there's something useful inside, if that's the case." Rainbow nodded in agreement, and they began making their way towards the mysterious door. They were careful about passing by the rows of hallways; they once had accidentally made themselves visible in a junction the security stallion had been patrolling. Thankfully, his back had been turned.

Rainbow hastily peeked around the corner to check for the guards, her heart slowing a little as she saw nopony. Ten or so minutes of agonizing sneaking later, they had arrived at the door. It seemed more sturdy than the others, not even having a space beneath for light to escape. Though its sign read "vacant", Rainbow expected that the door to someplace hidden like this was locked. Her expectations were broken as the door's handle moved easily, and she jumped a little in surprise to find it opening right up. Hearing distant hoofsteps slowly coming closer, she ushered Twilight inside and silently closed the door.

Twilight cast her spell just in case, and turned on the lights. Before them lay a dorm room a good bit larger than the others. The far left corner of the room held a large, wooden desk and chair, covered in various important-looking papers and a desk lamp, with two bookcases full of folders lining the walls of each corner, a tasteful potted plant residing in between. A small but plush bed sat in the far right corner, covered in dark blue sheets. A couple books lay atop the nightstand next to it, as well as some kind of black and white stuffed animal. To their immediate left was a luxurious bathroom, and the right contained a seating area with low couches, ottomans and a coffee table, the walls lined with a magically-activated fireplace, more bookcases and a shelf filled with snacks.

"Whoever lives here, they must be important," Rainbow offered as she walked off towards the right side of the room. Twilight walked over to the left, much more interested in the office desk and its contents.

"It could be whoever's in charge of this place, or at least some kind of superior," she reasoned as she picked up one of the stacks of papers in her magic. "We should look around, maybe we can get a better idea of what we're dealing with here."

"Alright," Rainbow nodded, watching Twilight begin flipping through the stack's papers. She wandered over to the seating area, taking note of the numerous books on the shelves, finding nothing special. In fact, they all seemed to be books about very high-level magic, far beyond anything she could understand. The snacks were tempting, though. In the state of disarray they had been arranged in, whoever lived here was sure to never notice if one or two went missing.

"Hey Twi, these books over here might interest you. They're all about super-complex magic, I think," she spoke as she swiped herself some dried apple puffs and a juice box. Twilight mumbled out an affirmative, and Rainbow let her attention lapse as she enjoyed her pilfered treats. They were gone in almost an instant; she briefly considered grabbing more but decided she'd tempted fate well enough. After carefully burying the wrappers in the trash, she then wandered over to the bed's nightstand.

Of the three books that sat on the table, two were about more magic, while one appeared to be some kind of diary with a tag attached to it, reading "confiscated". First, though, Rainbow's attention turned to the strange stuffed animal. It was a teddy bear, the right half of it covered in white fur and a cute black button eye, but the left half was jet black in color, with a glaring red eye and half of a sadistic grin. Something small, solid and squishy was embedded within its belly, goading her into squeezing it.

"IIIIIIIIT'S PUNISHMENT TIME!" the bear suddenly yelled in a way-too-gleeful manner. Rainbow's eyes widened and her head jerked back in surprise at such a weird catchphrase. She squeezed again, wondering if she'd heard it right.

"IIIIIIIIT'S PUNISHMENT TIME!"

...

Squeeze.

"IIIIIIIIT'S PUNISHMENT TIME!"

Squeeze.

"IIIIIIIIT'S PUNISHMENT TIME!"

Squeeze.

"...What?! Whaddya want, the Pillsbury Dough-Pony? Knock it off, already."

...

"Well, that's annoying," she grumbled as she set the bear back down. She then picked up the confiscated diary, flipping past the first couple of empty pages.

Day 1

Just finished moving into my living quarters. I still can't believe I was actually chosen. Me, Retro Active, chosen by Princess Celestia herself to research the rarest of pony diseases in search of a cure. After that Bugbear virus incident at university, I was worried I'd never get hired into my dream job of pony oncology research, but this? This is arguably much more important... and the pay isn't too shabby, either. Still not sure why I had to be brought here under a blinding spell, or why everypony's been so secretive of where we are, though. Sure, we have to remain isolated for safety concerns, but what's the problem with letting my family know where I'll be working? I'll have to find the Overseer tomorrow and ask her.

Rare pony diseases, huh? But they didn't know they were being brought here...?

Day 2

The Overseer is apparently off at a conference somewhere, no doubt telling the world about our work. Orientation was today. I'm excited about the recreational facilities and the sheer amount of choice in the cafeteria, they really care about their employees here!

Although... the mandatory physical had me wondering... after being checked out, they gave us this shot, saying it was a multi-vaccine for many of the diseases we'd be working with, but that needle was massive! And I could've sworn I felt something solid go into my neck when they did it... almost like a grain of rice, maybe. I kept feeling around for it all afternoon, but I can't find it-

Rainbow blinked uncomfortably. Something had been injected into this pony? She read on.

Day 3

I was introduced to my patient today. A little Unicorn filly named Jasmine Junmai... a strange name, admittedly, until you see the effects of her diagnosis and her prior history with her alcoholic parents. Seems they had too fond a taste for Neighponese rice wine.

Anyway, little Jasmine's magical abilities are practically nonexistent. Quite the problem for a Unicorn, though not totally unexpected from one with her condition. I had been tasked with extracting multiple samples for study: blood, saliva, the usual stuff. My more experienced colleagues spent a few hours poking and prodding with machines and their own magic. Strange they haven't yet told me what they're actually doing... but then they gave me a syringe full of something that will help her body begin to produce magic on its own. She screamed an awful lot as I administered the medicine, complaining of a severe burning sensation, but some ponies are just like that.

Although, she was still insistent on a burning sensation gradually radiating into the rest of her body when my shift was over. I made a note of it in her files and made sure the mare taking over for me knew about it. I do hope she's alright again tomorrow.

~

Day 4

My patient is dead.

Rainbow gasped at the words written so suddenly, so plainly.

She expired shortly after I left for the night. They didn't even notify me, or let me see the body, or perform an autopsy... they just threw her and her few belongings into an incinerator, her room was being sterilized when I clocked in. Worse yet, nopony else seemed to care all that much. The colleagues that supplied me with the syringe were already cracking jokes at her expense. I know in this line of work, one often resorts to dark humor in an effort to cope, but their words seemed... excitable. Gleeful, even, like perhaps they even enjoyed the fact that they got their formula wrong.

They paired me with a new patient almost halfway into the day, an Earth pony colt born missing an entire hemisphere of his brain. It's truly miraculous how the pony body can endure such situations. I was again tasked with taking samples and bringing them to my colleagues, a syringe handed to me just before my shift was over. This time, it was said to contain magically-stimulated stem cells and neurons to further improve his mental functions. I've read about such fields of study before, they were theoretical but promising-

She flipped to the next page, not understanding the magical, science-y gobbledygook that made up the rest of the entry. She quickly regretted it.

Day 5

Even now, I simply cannot believe it.

I clocked in to my shift, optimistic about little Coffee Bean's treatment. What I saw as I walked into the test chamber was no pony. His head had swelled to an impossible size, veins pulsing with every quickened heartbeat. His face was twisted with agony, his mouth drooled as he let out a constant, pitiful moan. This time, I was witness to his passing: one of my colleagues had inserted a syringe into one of the veins to take a sample, and... and his head... it burst.

It exploded. Sweet Celestia, a little colt's head exploded! Popped like a water balloon filled with blood and brain matter!

I don't know how long I was out, but I awoke lying down on a hospital bed in another room, still soaked in dried blood. They let me take the rest of the day off...

...What is this place?!

A wave of nausea wettened her mouth. She shook her head in an attempt to clear the image from her mind. Once her stomach had settled a little, Rainbow quickly flipped through the diary's pages, briefly skimming the gruesome contents. The daily entries turned to weekly, then biweekly, then sporadic, each describing the mad science that befell his patients in horrific detail. Finally, she reached the final entry, spattered with something colored a rusty-brown.

Day 237

I must leave this place. I must warn others of what goes on here.

This is no place of medical research.

It's a torture facility.

I've seen countless little ponies grow appendages where they shouldn't. Countless little ponies grow tumors bigger than themselves all over their bodies. Countless little ponies with their flesh peeling away from their bones. Countless little ponies bleeding from all of their orifices. Countless little ponies experiencing such violent magical feedback their bodies are slowly torn apart. Countless little ponies vomiting up their own intestines. Countless little ponies screaming and crying in constant pain and anguish until the very moment their life leaves them.

And not just little ponies. Griffons, Hippogriffs, young Dragons, Yaks, Changelings... all are fair game here.

All the ponies here enjoy inflicting such horrors on these innocent patients. And I've heard that the Overseer is the most sadistic, the cruelest of them all. She is responsible for everything that happens here.

I must escape. I cannot trust anypony else here.

I must tell Princess Celestia, or anypony who'll listen.

For the sake of all who are trapped here, and for all who have perished within this evil facility.

I must escape.

Must escape.

Must escape.

Must escape.

Must escape.

Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape. Must escape.

"...And I bet he didn't make it." Twilight's solemn voice knocked Rainbow out of her trance.

"Wha..." was all she could squeak out. Twilight stood behind her, holding a small stack of papers in her magic. She levitated them over for her to read. It appeared to be blueprints for an improved explosive, activated by magic and slightly smaller than the head of a pin.

"They're inserted into the necks of everypony who comes here, patient and worker alike," she continued. "If they try to leave, it activates by magic spell once they reach the surface."

"Patients... prisoners..." Rainbow mumbled shakily, realization dawning upon her as her body heaved with terror. The diary fell back onto the nightstand, its pages disheveled. "The patients are prisoners... that's what those guards meant... just what in Tartarus do they do here?!"

"I... really don't want to think about it," Twilight gently laid a hoof on Rainbow's shoulder. "But if that diary is any indication, we need to find Spritz. Fast."

"But... but what about the explosive-"

"There's a spell on here that will cancel it out," Twilight reassured. "I've gone through it in my head and I'm confident I can disarm it." Rainbow gulped, trying to suppress the trembling that threatened to knock her to her hooves and knees. A few deep breaths helped quell the fear long enough to realize Twilight was right.

She needed to hurry.

"Let's go, then. Save Spritz first, ask questions later," Rainbow faced the door, a mask of bold determination on her face. Twilight quickly shut off the lights and put her ear to the door, opening it slightly when she heard nothing. The security ponies were nowhere to be seen.

"C'mon," she whispered as she slipped out of the room, Rainbow close behind. They quietly and carefully crept back to the metal staircase door, opening it with the softness of silk. As Rainbow followed her inside the dark, red-lit stairwell, images from the diary invaded her mind. She tried again to shake them away, shaking ever harder as the images of the many mangled ponies all began to resemble one so familiar to her. A quiet moan of sympathetic anguish left through her clenched teeth.

Her hoof slipped.

*chnk*

The door closed abruptly. Twilight froze in place on the steps, as did Rainbow. Sweat began to form beads on her forehead as she stood in silence, waiting for hoofsteps to come running, but they never came. Only after a few tense moments did she allow herself to move again, and she and Twilight hurried down the stairs, fearful of what they might find.

Holding Cells

The air felt cold and sterile as Rainbow opened the metal door. Gone were the moderately-welcoming tiled floors or carpeting, the ground here was rough, frigid, gray concrete that almost seamlessly blended into the outer cloud walls. Within this massive space was a maze of more featureless concrete walls, designed to keep an escaping patient as lost and frustrated as possible; reinforced doors with keycard panels offered the only shortcuts. A tinge of disappointment struck Rainbow's heart.

"Looks like we're taking the long way," Twilight put a hoof to her chin in thought for a moment before deciding on a direction to walk. Rainbow followed closely as they took a hallway to the left. Their hoofsteps still quietened, they quickly glanced around the labyrinthine halls, searching for anything helpful to their mission. Everything they passed by seemed entirely mundane and unimportant: a time clock on a wall next to shelves full of punch cards. A small office desk with a computer, clipboards and medical forms not yet filled out. A collection of folders attached to the wall inside plastic pockets. Countless locked doors. The ever-present black domes on the ceiling.

They turned another corner. Lights emanated from the concrete walls in window-shaped patches. Rainbow's heart quickened as she realized what this meant.

Patient rooms.

She ran to the first window, finding the door beside it made of thick metal and heavily locked. Inside the room she saw a pale yellow Unicorn filly with a mane and tail that resembled a sunrise except for one small, bright streak of electric teal. She was strapped to a table with leather restraints covered in magic runes, as well as a dark metal band attached to her horn. A couple of IVs were stuck into her veins, and a nasogastric tube snaked slightly around her drooling muzzle. Her hair hadn't been cut or trimmed in ages, they both pooled on the floor in tangled mats. Behind her, numerous monitors with various health stats beeped and whirred. Rainbow gently tapped on the glass, hoping to wake her up, but the filly was motionless. Between the door and the window, a clipboard with charts sat in a plastic holder. They glowed pink as Twilight removed it from the holder and began reading.

"Subject 04463... a Unicorn filly suffering from Wild Mage Syndrome. She must never be allowed to wake up, and the anti-magic restraints must never be removed." Twilight's expression soured. "I've heard of that... oh, poor thing." Rainbow began tapping a little harder, to which Twilight gently put a hoof over hers and lowered it down. "We'll have to come back for her later... Wild Mage Syndrome is extremely dangerous. Even the slightest use of magic from her could potentially blow up the entire mountain."

"...Oh," Rainbow shrank back from the window in alarm. Twilight put the clipboard back in its holder and the two ponies continued to the next room. Both gasped as they saw the inhabitant: a jewel-colored Changeling, strapped to its bed much like the pony before, similar tubes stuck into its body. However, it wasn't sleeping peacefully - it futilely thrashed against its restraints and moaned in pain as its form undulated, transforming portions of itself into multicolored random pony limbs, furniture parts, foods and even solid rock. Every so often, one of its partial transformations would stress its body so much it ruptured, briefly dripping blood onto the floor until the wound sealed itself back up.

Horrified, Rainbow tried to open the door to its room in an attempt to help, finding it locked tight. Twilight began reading its corresponding clipboard as she moved to knock on the glass.

"Subject 06348... a Changeling injected with modified Wild Mage Syndrome culture taken from Subject 04463. 06348 began displaying symptoms approximately one hour later. The subject's inherent transformative abilities have produced interesting results that have not only helped us better understand WMS, but have exceeded all expectations for its remaining lifespan. Nevertheless, termination has been scheduled for the end of the month-"

"Hey! You in there!" Rainbow yelled only as loudly as she dared, which was barely over her normal speaking voice. "We're here to help you, don't worry-"

"Rainbow!" Twilight shushed as she knocked Rainbow's hooves off the window and back onto the floor.

"But-"

"I know, I want to help, too, but doing that is only going to get us caught. Then what'll happen?" Rainbow felt her stomach turn to ice at her words, but ignored the chill as best she could... Twilight was right, after all. She gazed sorrowfully at the Changeling for a moment before continuing down the hall.

The next room held something a little less gruesome, but only just. Now there was a Zebra stallion strapped to his bed, tubes poking out of him all the same. Devoid of all other accessories, he writhed against the runed leather straps as his own stripes fluttered and rippled and swirled within his skin and flesh. His cries were strained and hoarse, his body was drenched in sweat, and his eyes were screwed shut in agony.

"Subject 06572, aka Condemned #743... a Zebra stallion injected with an isolated culture taken from Subject 06348 three days after exposure to Wild Mage Syndrome. It would appear that with every subsequent infection by WMS, its effects grow more controllable at the expense of bodily integrity and constant pain. Subject is expected to expire within the week." Twilight shivered at the coldness of the writing.

"...Condemned? Why condemned?" asked Rainbow. Twilight shrugged as she returned the clipboard to its place, her expression clear that she did not want to think about the possibilities. They resumed their walk down the hallway of tormented patients, passing by a sedated Unicorn whose drool seemed to be transforming into sentient lumps of coagulated blood, a Griffon desperately stretching against her restraints in a frenzied attempt to gnaw off her own claws, and a Pegasus that had been entirely plucked of all feathers and fur, large rashes oozing yellowish liquid all over his shivering body.

The hallway eventually turned a corner, and for a time there was nothing much to look at. More locked metal doors, more computer stations, more shelves containing folders and clipboards and empty forms. But eventually the endless maze took another turn for the sordid. Rainbow and Twilight found themselves staring down a long, dark hallway, tables and chairs set up to look out through three large windows on the right, each spaced out by a good hundred feet. There was a sign beside each window that was only legible once they came near.

"Condemned #743," Rainbow's voice shakily read out. "But he was in that other room... guess they didn't change the sign yet." She looked into the window, finding it even darker than the hall they stood in. She was overlooking a large, circular, empty room made entirely of concrete, maybe fifty feet in diameter. The walls sloped inward as they stretched another fifty feet towards the ceiling, which was little more than a tube or pipe of some sort, only a foot wide and from which no light came. A metal door lay at the very back, and on the leftmost edge of the room, a thin stream of water from a very small pipe above trickled into a metal grate beneath it. "Was this where he was being kept before?"

"Must be," Twilight murmured. They walked past the first window and stopped at the second. Labeled "Condemned #744", this room was occupied. A male Griffon, limbs shackled together and wings bound to his body with runed leather straps, laid pitifully on the ground a few feet from the dripping water, visibly shivering. A pile of what looked like food scraps and garbage had collected in the center of the room beneath the pipe in the ceiling, and a dirty spot that Rainbow assumed was the "designated bathroom corner" laid to the far right. A clipboard sat on the nearby table; Twilight lifted it up in her magic and brought it over to read.

"Condemned #744. Found guilty of high treason, conspiracy to commit kidnapping and conspiracy to commit murder... ah, these Condemned are criminals," she reasoned.

"So they don't just use innocent ponies and others, huh?" Rainbow asked. "Still, though... are cells like these really necessary?"

"They are... less than forgiving, aren't they?" Twilight agreed uneasily. She set the clipboard down and they continued to the third window. The occupant this time was a pale blue Pegasus with a grey mane and tail, and he was in rough shape. His body was covered in cuts, bruises and abrasions, and one of his wings stuck out from the leather restraints at an unnatural angle. He hobbled slowly towards the barely-dripping water, laboriously quenching his thirst. Another clipboard was nearby, which Rainbow picked up with one of her wings.

"Condemned #738. Found guilty of three counts of extortion and two counts of tampering with evidence. Scheduled for [REDACTED] experimentation with Doctor B, to begin at the Doctor's order," she read out loud with a quivering voice. "Hey... this kind of punishment seems kind of extreme for those crimes, don'tcha think?" Before Twilight could answer, a heavy noise drew their attention to the cell. The metal door in back had opened, revealing a group of four security ponies rushing inside with their weapons. The shackled pony recoiled, his angry yells muffled by the window glass and the distance. Then the security ponies drew their weapons - the long, metal rods that ended in two sharp points - and began jabbing them at the prisoner's body. Rainbow's mouth fell open in horror as sparks of lightning zapped through the rods and into the wounds the points left behind, and the prisoner fell to the ground, thrashing in pain. Tortured thoughts began racing through her mind as she watched the guards continue to prod at the prisoner, whose screams soon weakened into strained grunts. It was only when he stopped moving did the guards holster their weapons; the prisoner was picked up in a glowing magical field, and they all disappeared through the metal door which slammed shut. Rainbow flinched, the slam reverberated through the halls even here.

"I... wonder what's gonna happen to him," Twilight gulped. "If it was redacted from this report here, it probably isn't good."

"Nothing in this place has been good," Rainbow replied, feeling a little part of her very soul die. "Let's... let's just find Spritz, okay?" The clipboard clattered noisily back onto a table as she turned away from the cell, hoping to Celestia that a similar fate hadn't befallen the little filly or her brother. The hallway turned left, thankfully taking them away from this prisoner's row.

More locked metal doors. More computer stations. More shelves containing folders and more clipboards with empty forms. A couple of times they passed by some metal filing cabinets, but they had been locked tight and warded against magical tampering. At one point they could have sworn they heard somepony screaming off in the distance, echoing through a nearby air duct. Rainbow found herself glaring at the black domes on the ceiling, lamenting inwardly that she couldn't fly and make her way through this labyrinth faster. But at last, they came to a long corridor lined with metal doors on both sides; the metal door at the end of the hall had a picture of a staircase on it, heralding the end of the maze. Rainbow's ears flicked as she heard numerous voices quietly wailing and sobbing - unlike the countless doors they had passed earlier, these were numbered and had little slides on the floors for food trays to be slid through.

"More prisoners..." Twilight sighed heavily. A computer station sat nearby, with a large whiteboard chart beside it on the wall. Rainbow quickly read through the contents, a fog of despair, disgust and madness clouding her vision the longer she looked at it.

Cell #1: Earth pony colt. Severe Obsessive-Compulsive Disorder.

Cell #2: Pegasus filly. Severe agoraphobia, mute.

Cell #3: _____

Cell #4: Pegasus colt. Born blind and deaf.

Cell #5: Unicorn colt. Borderline Personality Disorder, Dissociative Identity Disorder, Narcissism.

Cell #6: Earth pony filly. Severe Autism Spectrum Disorder, Oppositional Defiant Disorder.

Cell #7: _____

Cell #8: Earth pony stallion. Severe Schizophrenia.

The list kept going on and on. Each and every pony within these cells had some kind of serious mental disorder or disability. No doubt they were here to be subjected to experimental treatments, although from what Rainbow remembered from the confiscated diary she had read, the treatments were truly death sentences that only promised a slow, agonizing, humiliating demise.

"To use such vulnerable little ponies..." Twilight breathed in horror. "I... I can't even... why?"

"How can a place so... so evil exist?!" Rainbow shouted angrily. "Does Princess Celestia know about this?! Princess Luna?" Her heart suddenly dropped into her bowels and a sharp chill paralyzed her body as she realized something truly horrible.

Oh no... no... what if...?

"Rainbow, hey!" Twilight pointed to the chart. She returned her attention to it as well, as she hadn't finished reading it herself.

Cell #58: Pegasus colt. Down Syndrome, Autism Spectrum Disorder, Attention Deficit Disorder.

Cell #59: Pegasus filly. Caught searching for colt in Cell #58.

The moment she read it, Rainbow scrambled down the hall as fast as she could. The two cells were nearly at the end of the corridor, just before the door to the staircase. She found Cell #59 within seconds - across from Cell #60 on the opposite wall to the right - and began banging on the door frantically.

"Spritz! Spritz, answer me!" she pleaded, hoping for a response, but none came. Rainbow blinked a few times, first in denial, then in desperation, and finally in anguish. As she despondently slid to the floor, Twilight caught up to her, a half-terrified, half-furious look on her face.

"Rainbow, you're gonna get us caught! Call out for her more quietly!" she scolded. Rainbow wanted to retort back at her, but her words choked her throat. Tears filled her eyes as she imagined the little filly in Subject 04463's place, then in 06572's, or even worse, though she was having a hard time thinking of anything worse than that.

"...Hello?" A muffled, scared female voice suddenly rose up from Cell #56. Twilight jogged over and opened the meal tray door at the bottom. Peeking in, she saw nothing but a pair of hooves, followed by a pale pink muzzle that lowered in front of them.

"Hi, um..." she spoke quietly, hesitantly. "Do you know what happened to the ponies in Cells #58 and #59?"

"Oh, Dewdrop..." the voice cooed sympathetically as Rainbow wiped her face and approached the door. "They took him downstairs a couple of days ago... he hasn't been back since... none of them ever return, anyway."

"What about Spritz?" Rainbow asked quickly. "She was in Cell #59."

"Was that her name? She was here only for a short time... they took her downstairs as well, just a little bit ago."

"A little bit ago?" Hope began to rise within her. "Twilight, did you hear that?! There's still time!"

"Are... are you here to help us?" the voice quivered. "Please... don't hurt us anymore..."

"We'll get you out of here... all of you," Twilight reassured the voice, though also trying to reassure Rainbow and herself as well. "But first, we need to get to the bottom of this."

"...B-Be careful," the voice began to quietly whimper. "So many others have gone downstairs and never returned... I've heard so much screaming from the stairwell over there... I'm scared..."

Rainbow grimaced in trepidation as Twilight bid the voice goodbye and gently slid the meal tray door closed. The staircase to the next level sat before her. The dim, red light within glowed like an evil eye in a dark, black cave.

She didn't want to admit it, but she was scared, too.

She allowed Twilight to take point as they began their descent.

Research Level 1

The first thing Rainbow noticed when she stepped out of the stairwell was the smell. Throughout a faint haze of rubbing alcohol and lemon, there was also a worrying scent of iron and bile.

She had figured that the actual laboratories would be white walls, white floors and bright white lights. What she saw instead was something more akin to an abandoned asylum. Dingy, gray concrete before her lined the cracked black-and-white tile floors, while dim, rectangular fluorescent lights above only adequately lit the area. Cobwebs hung from the black domes up above, and small piles of rubbish laid in the corners of the halls, meticulously designed to be just as labyrinthine as the floor above. A cart covered in vials, syringes and used surgical tools was rolled to the far left, still slick with blood. The dark grey cloud walls to her sides were no longer there, but she assumed they were still surrounding the walls of this dangerous, demonic building.

"Ack! They actually do science in a place like this?!" Twilight cringed. "So many health code violations!"

"To hay with the health code!" Rainbow argued, incredulous. "Ponies are being experimented on here and that's what you have a problem with?!"

"Of course not!" Twilight exclaimed. "Just... I dunno, trying to 'giggle at the ghosties', I suppose." Rainbow didn't have to look at Twilight twice to see that she was just as unnerved as she was. She let out a sigh.

"Well, if their labs are as filthy as this hallway is, no wonder their prisoner patients die horribly," she grumbled as she began down the left hall. Though their hoofsteps were still muffled, Rainbow grimaced as she felt something sticky yet unseen on the floor. A few more steps down the hall they suddenly heard a distant stallion scream, a grim reminder to be careful.

Though better lit than the holding cells above, the hallways looked much the same as before. Dirty concrete walls smeared with Celestia-knows-what, endless locked metal doors with folders or clipboards laying beside them, powered-off computer stations and filing cabinets locked and warded against opening spells. Every so often a splotch of dried blood or bile broke up the monotony of the tiled floor. Large pieces of various and filthy medical equipment seemed shoved, almost hidden in every spare corner. Some looked normal enough, but others had seemingly tens of needles and scalpel blades poking out of multiple robotic arms, or electrodes connected to a battery the size of a watermelon, or had shackles attached to it.

All the while, Rainbow's mind filled with dread.

They turned a corner. Light shone out from one of the metal doors in the form of a window slid open. Cautiously, Rainbow and Twilight peeked inside.

An Earth pony in a lab coat loomed over another pony lying belly-up on a gurney. His light green fur was almost entirely covered by said coat, and his dusty-blue mane was tied back and stuffed into a hair net. He moved to the right and out of her line of sight, revealing the same Pegasus Rainbow had watched being stabbed with electrified prongs and carried out of the holding cell not even an hour ago. He laid with his head facing the door, and his eyes met hers; Rainbow recoiled slightly in fear of being noticed, but the stallion only blinked. His mouth opened only to drool and gurgle noiselessly. An empty syringe, a scalpel and a device resembling a laser pointer sat on a covered tray on wheels next to the gurney.

"Still trying to beg for leniency, #738? I really can't see why you're so worried, after my little... alteration, you won't feel a thing," The pony in the lab coat chuckled darkly, towing something large into view. Whatever it was, it was in a position that a pony standing on their hind legs could fit, golden-brown in color and mostly hollow inside. However, there were many thin, sharp, barbed spikes attached to the insides, each connected by dozens of wires that all led to one particularly nasty spike, roughly at the same height as the bottom of a standing pony's skull. The Pegasus' eyes strained to look at the thing from his position, his irises nearly disappearing, and he gurgled again.

"Besides, think of the good you'll be doing for all ponies that have lost the ability to fly, or even walk." The pony in the lab coat then picked up the Pegasus, who put up no struggle at all, rather seeming like a lifeless doll. As he swung him around into position, a horizontal slit of red just underneath the back of his head stared like a monster's eye into Rainbow's soul. With little difficulty, he placed the Pegasus carefully into the mysterious contraption. His eyes darted frantically around his newest prison, and his gurgling increased.

"Now, then... let's see how my newest prototype walking apparatus works, shall we?" The Pegasus clenched his eyes shut in terror. The pony in the lab coat moved a hoof behind the contraption. Rainbow heard the soft click of a button being pressed.

Then all she saw was red.

What had been the opposite sides of the contraption's limbs clapped shut, producing a nauseating, squishy crunch from within. Blood splashed, then oozed out of the cracks in great streams. The Pegasus' head, the only part of him still visible, was painted in scarlet liquid. His eyes snapped open and twitched wildly, his pupils were pinpoints, and his mouth contorted into a wordless scream. Bile frothed from his mouth as the pony in the lab coat calmly wrote something down on his clipboard, seemingly oblivious to the Pegasus' fate.

"Hmm... seems as though I didn't cut enough. You felt something, after all. Anyway, onto the first test." The pony in the lab coat grabbed what appeared to be a remote control and began fiddling with the buttons. The contraption shakily moved in response, the Pegasus' eyes glazing over as it took a few tottering steps towards the door. Rainbow watched in abject horror, unable to tear her eyes away, as the final wisps of life left the patient. At that point, the automaton seemed to move much more freely, and the pony in the lab coat set the remote down.

"Aw, #738... and here I was hoping you had so much more vitality in you," he sighed. Looking down at his clipboard for a few moments and filling something in, he then glanced up at the lifeless head, mouth still dripping with blood, bile and drool.

"Hmm... quite unsightly. Let's liven you up a little bit, shall we?" He disappeared to the left for a few moments, returning with another golden-brown part of the contraption. A brief glimpse of the inside revealed many inwards-facing barbed spikes, ensuring it could never be removed once placed. The pony in the lab coat then set the piece atop the Pegasus' head, shoving it down into place and sending more streams of blood down the automaton's body. As he stood back to admire his hoofiwork, Rainbow's breath died in her throat.

He had shoved a bear's head on top of the contraption.

A bear's head wearing a top hat.

The pony in the lab coat began to giggle madly, clearly pleased with himself. He pressed a button on his remote, and the automaton began to laugh as well, producing a wheezing, hollow, haunted, moaning cackle. The pony laughed even harder.

The snacks she had consumed earlier began making their way back up her throat. Rainbow finally pulled herself away from the disgusting sight, dry-heaving as she fell to her knees. As she gagged, Twilight was silent beside her, face frozen in shock.

It took her a few minutes to recover. "G-Gh... why... whywhywhy..."

"I know, Dashie, I know," Twilight soothed, rubbing her back. "We have to keep going, though. He might be finished for the night and leave the room soon." She pushed Rainbow gently down the hall, Rainbow struggling to take the first few steps away until she shook the last of the lingering nausea from her head. It took all of her willpower to not begin running down the halls as fast as she could, away from Twilight, but away from that sight. The Pegasus' blood-covered face haunted her whenever she closed her eyes or even blinked.

She lost track of time as they wandered the halls. At times she heard more screams, airy and distant, echoing through the air ducts. No matter how slowly she walked or breathed, her heart wouldn't stop racing. Her mind screamed at her, why hadn't she taken Twilight's advice? Why hadn't she left and returned with the rest of her friends, or the Wonderbolts, or even Princess Celestia? Then she could have saved them all!

But it was far too late, she was too deep inside to leave now. And leaving and coming back would have only put the rest of her friends and her coworkers-slash-idols in danger. She also wouldn't have been able to save that Pegasus stallion either way.

And poor Spritz.

An image of the filly trapped inside another automaton flashed through her mind. She would have screamed in horror if she hadn't crammed her hoof in her mouth by instinct. Twilight flashed her a terrified look, only looking away when Rainbow's muffled scream ceased.

Finally, after what felt like hours of stealthily tugging at every locked metal door in the maze of hallways, they came upon another one with light coming from inside, across from a computer station. Rainbow carefully peeked inside, spying two ponies in lab coats hunched over a table. Their voices were hushed and unintelligible through the door, but that didn't stop Rainbow and Twilight from watching through the window. Whatever, or whoever they were working on, had a full set of electrodes connected to them, their brainwaves visible on a nearby electroencephalograph. A large tray covered with every conceivable surgical tool, bloody from use, sat at their right side.

They watched in silence for what felt like forever as the two ponies poked and prodded at their patient. At times one would grab an empty syringe in his magic from a cabinet and take a sample. He did this three separate times with no issue, but shortly after the fourth the manicured zigzags on the EEG quickly devolved into chaotic waves of activity, while various machines began a cacophony of beeping. The other grabbed a different syringe from the tray and injected it into the patient, but to no avail; the lines straightened out entirely a few moments later, and the beeping became one solid, grating tone.

Rainbow watched blankly as the ponies seemed to shrug at each other in indifference. Having been in a heightened state of panic the past few hours, she was beginning to feel fatigued. She barely even noticed that the two ponies were in the process of turning around.

"Rainbow!" Twilight hissed as she yanked her down and away from the window. She tried to move but her legs- no, her entire body felt stiff and heavy, so she allowed Twilight to drag her behind the computer station's desk. Shaking the fog from her head, she heard the droning beep suddenly cut off, then what sounded like a running faucet, then a few seconds after it stopped, the metal door opened with a click. Twilight gently shoved her into the desk's chair space, following immediately after as the ponies came closer.

"Well, we got a few good samples, at least. The Overseer should be happy about that."

"I told you you were too close to the hypothalamus! We could've gotten at least two more samples from him!"

"You saw how tiny it was! I'm surprised he lasted as long as he did, honestly."

"Yea, well... let's get these down to Level 2 so we can call it a night, already."

Their hoofsteps indicated they were headed down the hallway and away from them, so Twilight peeked her head out to ensure they were out of sight before motioning to Rainbow. Her eyes widened as she snaked around the desk; they had left the door ajar. Curiously, she swung it open.

She instantly felt sick.

A short, stubby, teal-green Pegasus colt laid face-up on the table. His limbs had been shackled, his underdeveloped wings were tucked beneath his body, and his silver-gray tail laid matted and frayed. A kind face too small for his head stared emotionlessly, lifelessly at the ceiling.

The top of his skull was missing.

His exposed brain had a number of needle electrodes stuck inside the various gyri and sulci of the different lobes. Parts of the lobes had also been removed, taken as samples; straw-colored fluid pooled in a couple of small pockets that had been stirred and mashed deep into the white matter. A thick smell of coagulated fat filled the air.

No... no... nonononononononono-

Nausea smashed into Rainbow like an ocean wave. She flung herself at the closest garbage can, not caring what could possibly be inside. Tears stung her eyes as her stomach emptied itself, the scent of fresh bile and half-digested apple products only making her nausea worse.

Nonononono... Dewdrop... nooooooo...

With nothing left in her digestive system, Rainbow shakily pulled herself up from the garbage can, tears still falling from her eyes. Guilt and despair wracked her entire body, making her feel heavy and slow. Her heart beat so fast and hard she felt as if it would explode. She stumbled over towards Dewdrop's remains, hoping to Celestia there was still life within him. A touch of his ice-cold foreleg confirmed her worst fears.

"No... Spritz, I-I'm so s-s-sorry..." she sobbed, leaning against the operating table for support.

She was far too late to save him.

A few minuted passed as she quietly mourned and cried. Once the worst of her emotions had left her, Rainbow wiped her eyes and looked over to Twilight. She was examining Dewdrop on her own, a mixed look of disgust, sorrow and wonder on her face.

"An actual full craniotomy... I-I'm so sorry this all happened, but to think I'd ever see one, not even Princess Celestia let me see a real live brain when I was studying A and P..."

"...T-Twilight," Rainbow sniffed. "N-Now is not the t-time... o-okay?"

"Sorry..." she lowered her head and walked over to Rainbow. "As horrible as everything has been here, a part of me really wants to know 'why', you know? Why do all of this..." she trailed off as she pulled her close into a warm hug. The embrace only made Rainbow start to cry again.

"What am I gonna tell Spritz?" she wailed. "I didn't save her brother... I could've saved him. I could've saved him weeks ago...!" Twilight glanced around nervously, hoping Rainbow wasn't attracting any unwanted attention. Her ears flicked when she was satisfied they were alone. "A-And now she's here t-too, what if I c-can't s-s-save her?! What if s-she's already d-dead?!"

"Well, we didn't find her on this floor," Twilight replied calmly and steadily. "We just have to keep looking. She might be on the last level of this place." Rainbow's cries quietened as she struggled to reclaim her emotions; Twilight rubbed her back in an effort to help. "We've come this far, we can't stop now. I'm positive we can still save her. Then we'll go get help, and we'll save everypony here, and we'll make sure everypony who works here pays for what they've done. Right?"

A few gasps for breath, and Rainbow had managed to get a hold of herself. "You're right," she sighed. "We can still save her."

I can still save her.

I have to save her.

I must save her.

"Attagirl!" Twilight cheered. "C'mon, it should just be a little longer to the last staircase. We should get going in case those ponies forgot a... sample." She regretfully glanced over to Dewdrop. Rainbow tried her best to sprint out of the room in determination, but could only manage a half-spirited jog.

Images of dead ponies assaulted her mind as they made their way to the final staircase door. She had seen way more than she had ever expected, way more than she had bargained for. As they finally approached, and Twilight swung the door open, Rainbow's legs shook violently, almost giving out on her entirely. It took all of her willpower to take the first step down.

Down into Tartarus.

Down into hell.

Author's Note

Going on a long-awaited vacation, so the next chapter will be a while coming out. Don't worry, it's not the last.

Research Level 2

Rainbow's blood felt frozen within her veins as the staircase door creaked slowly open. She was met with another maze of dirty concrete hallways, cracked floor tiles, long-neglected medical equipment and a lingering scent of iron mixed with bleach. A fluorescent light directly above flickered with power, occasionally plunging the immediate hallway into dimness a little too dark for her tastes. Somewhere in the distance, a stallion was screaming, begging for his life.

She felt paralyzed.

Helpless.

Hopeless.

"Hey, Rainbow," Twilight quietly spoke out, breaking her trance. She glanced back at her friend, a sense of concern thick in her eyes. "I've been thinking... though, you're not going to like this very much."

"Wh...What?" Rainbow shivered.

"This place is built like a pyramid... the deeper we go, the larger the floors... the more ground we have to cover. This floor is probably the biggest of them all."

"Yea..." She had a pretty good feeling she knew what Twilight was about to suggest, and she hated the idea.

"I was thinking... if we want to find Spritz before it's too late... we should probably split up for this one."

Though she had steeled herself for those words, Rainbow still staggered backwards a little. "N-No!" she shook her head violently. "In a place like this, are you crazy?!"

"I know," Twilight lowered her head. "But it's probably our best chance of finding her here."

"You know bad things happen when ponies split up, though!" She thought back to every instance in her Daring Do books where the titular mare and her companions for the tale went their separate ways to search faster. Unlike those books, there was no such thing as plot armor here.

"It's a risk, I agree." Twilight looked down a hallway to the left. "I don't want to do it, either, but considering what goes on here... she might not have much time left... before..."

She might be dead already.

NO, Rainbow blinked the thought out of her head. She had to keep hope alive.

She had to find her. Especially now that her brother was gone.

Gone...

Her mind replayed her discovery of Dewdrop, and her stomach quivered.

A distant filly's scream suddenly pierced the air, reverberating from the hallway in front of them. The scream's voice sounded familiar.

Too familiar.

Oh Celestia, no.

Without a second thought, Rainbow sprinted down the hallway, leaving Twilight behind as she yelled at her to wait in vain.

Spritz... must save Spritz!

She desperately wanted to call out to her, to tell her that she was here to save her, but she knew that if she had been screaming, she likely wasn't alone. The halls twisted and turned, sending her through endless lefts and rights. She wished more than anything she could fly without fear of being electrocuted.

The scream echoed again, this time more muffled than before. Rainbow pushed herself to run faster.

No... I won't let them kill you, too! I won't let them hurt you!

More endless halls. More lefts and rights. Though she was more focused on finding Spritz, Rainbow was struggling to remember the paths she was taking. Dead ends and locked doors impeded her at every turn, forcing her to choose another direction.

Her ears barely picked up on another scream, far off in the distance. It seemed to end abruptly. Rainbow felt her heart drop into her cramping stomach, but she continued to run.

Unfortunately, her next left greeted her with a dead end, the only door in the hallway locked and requiring a keycard. Rainbow skidded to a stop, panting and cursing to herself, she would have to run back down two others to keep going. Or was it three, now?

Um...

Her eyes widened as she realized what she had done.

...Aw, feathers.

She sprinted back to the last hallway where she could travel down more than one path. Her head whipped from side to side as she peered down each of them.

Twilight was nowhere to be seen.

"Great... just great..." she muttered to herself. Now they really were split up, and now she was on her own. On her own in this hellish facility. Her fur bristled in response.

Well, only one thing to do, then.

She decided to turn right and began walking quietly down the hall.

~

Without Twilight by her side, Rainbow felt even more on edge as she tiptoed along. She wasn't there to offer a comforting word, or help with sensing movement or distant sounds, or safety in numbers and powerful magical abilities. She was straining to hear every single little noise possible, hoping to hear another scream - though horrible in itself, it meant that Spritz was still alive. She was also wary of hearing other noises, however; she hoped to find Twilight again in this maze, but also feared coming across any security guards or doctors.

But the hallways were silent. A monotonous buzz from the lights above only worsened the ringing in her ears. Furthermore, some of the lights were faulty and flickered on and off randomly, occasionally plunging her into heart-stopping darkness. A far-off clunk made her jump in surprise; a few moments after landing, she realized her hooves felt wet. Looking down, she found herself standing in a pool of cold blood.

Disgusting.

She gasped, nearly slipping and falling into the squishy puddle in her haste to get out of it. Feeling soiled, she glanced around for literally anything to wipe her hooves but found nothing. With a groan, she settled for using the right wall, getting most of the coagulated scarlet off before continuing on in silence.

...

Silence. It was killing her inside.

Making her nervous.

Jumpy.

Scared.

This was far worse than anything she had experienced before. She gladly would've fought against every single villain she and her friends had ever faced, working together in evil harmony, all by herself! ...If it meant this nightmare would end and Spritz would be saved.

She was beginning to wonder if she actually could be saved.

Before she could shake the thought from her mind, Rainbow stopped dead in her tracks. Just around the corner, she heard movement. Her pounding heart quickly blocked out the noise, much to her annoyance and dread.

As carefully as she could manage, she peeked around the corner. The noise of movement was more audible, but the source was still unknown. There was another corner to round, however, and a cart loaded with cleaning supplies and used surgical tools sat just before it. Rainbow held her breath as she creeped closer. A silver glint caught her eye; a scalpel sat on top of a pile of other tools in a tray. Fearing the worst, she grabbed it - it was protection of a sort, but she'd have to get awfully close first.

And up close she got. Suddenly a light brown Earth pony stallion in blue coveralls rounded the corner, his blonde mane tied back and a mop in his hooves. Their eyes met, and for a few moments, they stared at each other in shock. Rainbow felt her heart skip a beat as her body froze in terror, horrified at the prospect of possibly murdering another pony in order to survive.

"...Nope. Not paid enough to care." The stallion sighed, eyes narrowed in apathy as he walked right past Rainbow, more concerned with his cart. Rainbow blinked feverishly, unsure of what just happened.

"Uh..." she mouthed, turning to the janitor pony. He was busy rinsing his mop in a bucket of soapy red water.

"You must be new here, I take it?" he replied without looking at her. "Either way, nopony's supposed to be down here at this time of night, unless the Overseer specifically called for them."

Rainbow saw an opportunity. "Uh, yea... yea, the Overseer asked if, um, there was a... a certain patient here. Pegasus filly, greenish-teal and pink, purple eyes and Cutie Mark..." She glanced at the janitor nervously, who seemed engrossed in his work. "Uh... have you seen her around here?"

"Was that the one screaming her head off a while ago?" the janitor began pushing the cart down the hallway. Rainbow followed closely behind.

"Eh... probably?"

"Yea... guards say she's been a real pain to deal with, they had to tase her quite a few times before she finally conked out." Rainbow gulped and cringed. "I've heard that the Overseer has something special in mind with her."

"Where is she?! Where did they take her?" Forgetting her fear and all sense of caution, she asked quickly, almost yelling. The janitor pony stopped walking.

"Hm... you're awfully interested in this filly, I see. Why should I tell-"

"TELL ME WHERE SHE IS." Rainbow dashed around in front of the janitor pony and glared as menacingly as she could muster. Her shaking hoof held the scalpel point barely an inch from his left eyeball. It was enough to frighten the janitor into talking.

"Okay, okay! Sheesh... put that down!"

"Tell me," Rainbow glowered. The scalpel blade moved half an inch closer.

"She's downstairs!" The janitor pony's head shrank back as much as he could manage.

"This is the last floor, you liar," she growled. "There is no 'downstairs'."

"There is, really!" the janitor whined. "It's the Overseer's personal research laboratory, only she and a few other ponies here know about it!"

"Psh... including you?"

"Especially me... I'm the only one who actually cleans up around here. You'd think the Overseer would hire a couple more janitors, or at the very least buy an autoclave, but noooo... and she always insists I keep her floor spotless, and that leaves me no time for the rest-"

"Take me there," Rainbow ordered, grabbing the janitor's throat. "And by Celestia, if anything has happened to her... well... you better hope nothing's happened!"

"Alright... alright," the janitor coughed. "No need to be so rough... c'mon."

Rainbow released him, and the janitor began pushing his cart down the hallway again. She was careful to always have her scalpel pointed directly at the back of his neck, just in case.

~

They walked in uncomfortable silence for what felt like an eternity. Rainbow's foreleg was beginning to burn with pain from keeping the scalpel pointed at the janitor all this time. But the fear of retaliation was too much for her to relent.

"How did you even make it all this way down here?" the janitor asked suddenly as he kept moving forward. "Between the guards and the security AI... no offense, but you should've died or been captured long before getting this deep..."

"You're dealing with one of the best Wonderbolts Equestria has ever seen, bucko. Of course I got down here without any problems," Rainbow sneered with false bravado. The janitor finally glanced back at her, gasping slightly a moment afterward.

"Oh... oh yea, I've seen you fly before... you're Rainbow Dash!" his eyes widened.

"Yea, yea, in the flesh," she grumbled.

"You're the only pony alive right now capable of doing a Sonic Rainboom! And you're the bearer of the Element of Loyalty, to boot!" Rainbow blinked at the last accolade; she didn't want anypony to know Twilight was also here.

"Yea. And?" She tried her best to sound tough. Tough, and alone.

"Well..." the janitor paused for a moment. "Now I kind of hope you do make it out of here, it'd be a real big shame if you didn't."

"What's that supposed to mean?"

"I mean... other than the Overseer and the few other ponies allowed down there, nopony who goes down there comes back alive... if ever."

Though she did her best to hide it, Rainbow was internally panicking. How was she going to find her way around a secret floor, save Spritz, find Twilight along the way and make it back to the surface... with nothing more to defend herself with than a scalpel?

"W-What happens to them down there?"

The janitor made an ominous, disgusted groan. "I don't know too much about magic or science, to be honest... let's just say... things are... extracted. Yea. That's a good word for it." Rainbow gulped, her mind racing through many gruesome possibilities. Possibilities she hadn't even known existed before she came to this place, and wished she could scrub from her brain forever. Why were so many ponies here complicit in it all? What kind of utter monster was this Overseer?

"...Why," she finally forced herself to speak. "Why is she down there? Why was her brother taken here? Why is everything here even happening?!"

"I..." the janitor began, but trailed off. He sighed after a moment. "Look, I just keep the place clean as best I can. Even if I wanted to leave this place and alert the authorities, I can't," he subconsciously gestured to his neck, which Rainbow noticed. "We're all trapped here, whether we like it or not. Most ponies here are doctors, geneticists, biochemists, biomages and researchers, all of a certain specialty and... fortitude, all hoof-picked by the Overseer herself. And between you and me, many of them are a bit on the crazy side."

Rainbow wanted to ask the janitor why he hadn't tried to stop this madness anyway, but already knew all of the possible answers. Even if he wasn't afraid of the explosive planted in his neck or of being turned into a patient himself... what could he have done?

A few minutes later, the two ponies reached their destination. The elevator that had been prevalent in past floors sat in front of them. Before she could say anything, the panel on the wall beside it beeped in response to the janitor's keycard being swiped through. Surprised that she hadn't even needed to order him to do so, Rainbow's forelimb lowered gratefully.

Perhaps this gesture was his way of helping her, of helping everypony trapped here.

"Alright. For once, I'm a good bit ahead of schedule, so I'd like to keep on cleaning if you don't mind. Maybe I'll even get all the tools on this floor sterilized tonight!" the janitor chuckled. "I won't tell anypony you're here... actually, I'm kind of rootin' for you."

The elevator doors opened with a chime. Rainbow walked inside and turned around, nodding and mumbling her thanks to the janitor. She then turned her attention to the buttons inside - sure enough, while she had made her way through seven known floors, there was a button for an eighth. Tentatively, she pressed it, and it lit up without a problem. The doors closed a few moments later, and the elevator began its descent.

Rainbow could only wonder what horrible things were on this final floor. Things even the Overseer kept hidden from most of the workers here.

Whatever it was, it couldn't be good.

???

Rainbow flinched as the elevator doors opened with a cheerful chime, quiet yet possibly unexpected. She was slightly confused as she peered into a somewhat small room with only one door straight ahead. Thankfully, it seemed that nopony was around, and she quietly exited. The elevator doors closed silently behind her.

Though dimly lit with alternating LED lightbulbs surrounding a black dome, the janitor pony had been right about the level's cleanliness. Thinly-slitted dark metal flooring glimmered in the light, barely exposing the familiar storm cloud walls below. More of the storm clouds surrounded her, only broken up by the wall and door ahead. The wall was a polished lighter metal, the solid metal door was crafted of a dark, heavy iron.

There was only one way to go. Scalpel at the ready, Rainbow grabbed the door's handle and pulled. She made little progress as the door was extremely heavy, but after a few moments it was ajar. Cautiously, she peeked inside, only entering after seeing and hearing nothing.

She breathed a sigh of relief as she spied a sign on the right wall just after the door. It clearly labeled a floor design that resembled a window with four panes; Rainbow glanced ahead and saw the four-way junction off in the distance. Each of the cardinal points were further labeled as leading to other sections of the floor. Nothing to suggest where Spritz was being held, however.

Just a little further, Rainbow reassured herself.

She started down the central hallway. The storm clouds beneath the flooring dully rumbled as she passed, as if threatening her to not make any sudden movements. She passed by a couple of locked doors as she walked, the placards that might have suggested what was inside were missing. Soon she reached the junction, and she decided to turn left. Nothing else piqued her interest as she made her way to another metal door at the end of the hall, other than a quiet peal of thunder off in the distance that made her jump.

After bullying the door open, Rainbow looked at the nearby sign, seeing that the layout was the same. However, this time it was labeled "Physiology Wing". She turned her head to the next junction and saw a peculiarity; though the walls facing the central hallways were made of the same light-colored metal, the walls facing the outer hallways were transparent, like giant windows. Hoping to find Spritz, Rainbow took the path to the right, resolving to look into every room.

Her resolve was quickly tested. The first room contained no less than twelve Pegasi, each with a thick, tight metal collar locked around their throats, attached to chains dangling from the ceiling, from which another black dome kept watch. Their front hooves were shackled as well, and leather bands covered in magical runes bound their wings to their bodies. Their hind hooves were precariously balanced on thin metal poles about a meter long, their only means of supporting themselves. The Pegasi were clearly struggling to stay balanced, their bodies dripping with sweat, their groans of pain audible through the thick glass. Rainbow's eyes traveled towards two unfortunate ponies that had failed, and her empty stomach heaved. One seemed to have been dead for a while, her extremities dark with pooling blood, her hanging tongue swollen into a grotesque mass, her lifeless eyes wide open and clouded over. The other, more recently deceased, was still dripping blood from his mouth and nose.

Thankfully, Rainbow thought as she gagged, Spritz was not among them.

She quickly turned from the sight and hurried towards the next room, making a note of the door to her right that led to another section. To both her relief and concern, the room was happily empty and unused. Sprinting around the rest of the section, the other two rooms were also not in use. Where she had expected another door at the end of the center-left and southern halls, however, there was none. Thinking back on the one other door she had passed, Rainbow had no choice but to go north.

Past another heavy iron door, the next identical section's map read "Spectra Purification Wing".

Spectra? The stuff that makes rainbows in that Rainbow Factory book? It actually exists? Rainbow's heart began to pound. What does it do?

She glanced at the room to the right, finding it empty save for some terrifying-looking machinery with what appeared to be drills, cleavers and claws attached to them. She decided to turn left this time, and she was again greeted with a scene of sheer brutality. This next room was crammed full of ponies of all ages, races and genders. All four limbs were shackled to the floor on very short chains, in such numbers that they were nearly crushed all together. The Pegasi all had runed leather straps tying their wings to their bodies, while all the Unicorns had anti-magic rings fitted around their horns. Most were asleep, despite the cramped conditions, but a few were still awake and crying quietly, or staring despondently into space. Her knees buckled as guilt and sorrow overwhelmed Rainbow; there was nothing she could do to break them out. She could only search the mounds of bodies for Spritz, but after a few minutes of looking carefully, she determined she wasn't among them. Taking a moment to compose herself first, she began down the hallway again, noting that there was no door at the end of this center-left hall as well.

If she remembered that book right, the next room contained a clue to those ponies' grim fates. Seven pairs of massive, copper vats bubbled and churned, each containing a thick, syrupy, colored liquid that glowed brightly into the darkness. The vats on the distant side of the room had boilers underneath them, and copper tubes connected each vat to its matching twin on the closer side, the liquid within more watery and shining even brighter than before. Each liquid was one of the colors of the rainbow.

Rainbow assumed this was Spectra, the wonder substance from that infamous book. A chill ran throughout her entire body as she remembered just how it was made. She turned right with the hallway and continued on, the rainbow glow quickly fading behind her. The final room of the section contained many large machines with lighted screens and flashing buttons, with only small bits of tubing that suggested that more Spectra was being processed inside them. Rainbow glanced down the center-right hallway and considered what might be behind that door, but ultimately decided on backtracking a little and continuing north.

Another heavy door. After pushing it open with great difficulty, Rainbow looked up at the map for this section, her fur bristling as she read the words "Genetics Wing".

Oh... what in Celestia's name do they do here?

She decided to go left again after gleaning that the room to her right contained only an empty operation room, fully stocked with tools in preparation for its next use. The room to her left was similarly empty, containing multiple refrigerators, hot plates, centrifuges, test tubes, beakers, petri dishes and other such tools. All this science stuff reminded Rainbow of Twilight, and she smiled for the first time in hours.

She then remembered that Twilight was likely still lost and alone on the floor above, discovering horrible things, possibly hiding from security guards, hopefully not captured. Her heart seized up as if a dragon's claws were gripping it tightly. The thought of leaving her all alone tore at her memories, and guilt flooded her mind once more.

She wasn't even sure how she'd be able to get back to that floor after finding Spritz, as the elevator required a keycard to operate. Maybe the janitor would come down for her eventually? Maybe Twilight would come across a keycard somehow and meet her down there? Or, she contemplated as she shivered violently, she'd have to find somepony down here and somehow grab their keycard. Preferably without them noticing, but most likely she'd have to fight, possibly even kill for it. While considering her options, her limbs trembled, both in anticipation and fear. She finally snapped out of it when she heard her own teeth chattering, and shook the thoughts from her mind. She'd deal with it when she got to it, like she always did. It always worked out in the end, after all.

Rainbow continued on to the next room, not seeing a door at the end of the center-left hallway yet again. She gasped as she struggled to comprehend what was inside: within giant, clear, vertical tubes filled with bubbling liquid, fetal ponies floated in the center, one to each tube. Most were illuminated with green light, but some that looked obviously deformed were bathed in red. As she stared into the room and the rows of tubes, one of the fetal ponies in the corner of her eye twitched, and her heart threatened to leap through her throat and out of her mouth.

She took a moment to catch her breath before moving on to the final room of the section, noticing that there was no longer a door to the north to take. From this, she could assume there were nine sections arranged in a three-by-three grid, four of which she'd already passed through. This floor seemed much more logical than the previous levels, which were all arranged like a labyrinth. Was it a recent addition? She approached the final room and walked past, seeing more ponies inside tubes of liquid, although these seemed more filly-aged rather than fetal. Some were even just shy of being fully-grown adults, though entirely none of them had Cutie Marks. And even though the colored light and liquid suspension masked most of their individual features, Rainbow could've sworn she recognized a couple of them, which disturbed her the most.

Is... Is that Bon Bon? And that looks an awful lot like Amethyst Star... oh no, Bulk? Why are you here?!

She felt her mind being slowly ripped apart. She had just seen all of these ponies back home earlier today! All alive and perfectly fine! What were they doing here?! Her eyes scanned the room for signs of Spritz, although she wasn't sure if she even wanted to find her here.

M-Maybe this Overseer is making her own ponies to turn into Spectra? I mean, that's a little less awful, I guess...

Spritz wasn't here, either. Rainbow tore her eyes away from the room and sighed, trying to empty her mind as she headed for the center-right hallway and it's thick metal door.

Physical and mental fatigue was finally beginning to set in. Rainbow strained and struggled to open this next door, collapsing to the floor as she fell through the crack she had managed. Being in a constant state of fear and disgust, she hadn't realized she had been at this for hours. It could even be late into the next day already, for all she knew.

At least I had nothing important to do today...

Grunting, she got back up on her hooves. Her head felt heavy as she raised her eyes to the map. The words "Subject Preparation Wing" barely seemed to make sense in her mind. She also discovered she was only slightly wrong; this wing was made up of four rooms like the others, but while the two closest to her were regular-sized, the other two were massive, effectively taking up the space of two sections.

It didn't matter much to her. Rainbow pressed on to her left, realizing there was a set of double doors at the end of the hallway made of thick, dark metal. There was no doubt in her mind that the Overseer was likely behind those doors, doing Celestia-knows-what. They were also probably locked and heavily guarded, or rigged to explode or something, so Rainbow resolved to check there last. She peered into the section's first room, finding nothing but multiple sets of shackles, chains, runed leather straps, anti-magic horn rings and coils of rope.

However, there was something more. Bits of white fur and feathers were strewn all over the floor in front of the room's door, as well as a few spatters of blood on the walls. Drips of crimson formed a trail on the metal grating, leading away from the scene and around the corner to the right. But what really got Rainbow's attention was a barely-audible voice coming from the same direction.

She tightened her grip on her scalpel. Spritz didn't have white fur or feathers. But maybe the owner of these bits knew where she was.

Every bone in her body groaned, every muscle burned, and her mind screamed as she crept along the trail of blood, through the hallway and into the junction. The drips turned into a small stream. She now heard a squelching sound every few seconds. The quiet voice grew louder.

"And the unrighteous were tuuurned to aaash! And the unrighteous were tuuurned to ash! To ash!"

A cold, fuzzy sensation filled Rainbow's body as she crept closer to the noise. Her breathing became shallow and labored. The stream became a quivering river, and led her to the southernmost hallway of the section, to her right. The squelching noise and the voice grew even louder, more deranged.

"And the unrighteous... were turned to ash! To ash! And the unrighteous... were turned to ash! Yes they were!"

She turned the final corner, and immediately wished she could turn around and fly away at maximum speed. A blood-covered stallion was hunched over the still-twitching remains of a white Pegasus, too badly mangled for anypony to determine what they once looked like. He swung a viciously-sharpened bone saw through the air, chopping deep into the corpse as he sang along.

"AND THE UNRIGHTEOUS... WERE TURNED TO ASH! LOOK AT THEM!"

The stallion screamed gleefully as he whipped around to face Rainbow, who couldn't help but drop her scalpel and yell in surprise. Her eyes widened in horror as she recognized him as the doctor on the first research level. Blood soaked his light green fur and white labcoat, dripping through his widely-grinning teeth and into his pin-pricked eyes. His dusty blue mane was unkempt and wild, matted with more fresh blood.

"Ohohoho! What have we here, another escaped patient?" the stallion cackled, blood and spit splashing onto Rainbow's face. "Ol' Bloody Butcher can't be havin' any of that, now! The Overseer'll get mad! MAD, I tells'ya!" His speech devolved into heinous laughter as he raised his bone saw high above Rainbow's head and swung.

F---!

Rainbow's thoughts devolved as well into a string of profanities as she dodged the saw, spinning around in the process, and ran for her life. The stallion - Bloody Butcher - quickly gave chase on his three hooves, the fourth reserved for wildly swinging his bone saw in the air. She ran past the southeastern room, barely noticing a row of ponies bound in runed leather and hanging from the ceiling by a single chain and shackles within. A metal door in the middle of the hall to the right offered her possible salvation, although it was just as heavy as the others as she frantically shoved at it. Heavy hoofsteps and maniacal laughter fast approaching made her adrenaline surge, however, and she forced her way through.

This new wing she was in had no rooms or hallways, but it did have plenty of large machines to hide behind. Rainbow scrambled behind a particularly large object and sat as still as she could manage while frantically trying to catch her breath. Nearby she could hear Bloody Butcher squeeze through the door, loudly calling out for her like a lighthearted game of hide-and-seek.

"Maaaar-ky... maaaaar-ky! ...Come on, you're supposed to say 'pony' back!" he yelled, giggling at his own cleverness. Rainbow, of course, remained silent. Now that she wasn't actively running for her life, her mind unearthed an anecdote from the past.

Bloody Butcher... why does that sound familiar? Why-

She gasped silently. Bloody Butcher was the culprit behind Canterlot's most recent serial killing spree. He alone had maimed and murdered both stallion and mare, commoner and noblepony. It was only his botched attempt at making Fancy Pants his next victim that got him discovered and captured by the authorities (fortunately for him, Fancy had hired himself an escort that night, an escort that turned out to be a transitioning stallion with an anchor Cutie Mark). It was a high-profile court case, overseen by Princess Celestia herself, and justice had been swift. Bloody Butcher had been sentenced to death, and was thus never seen again.

But if that was the case, what was he doing here, alive and able to kill again?

She was so focused on why such a monstrous pony was now trying to murder her that she almost didn't notice the machine she was hiding behind begin to hum. Startled, she took a few steps back from the machine, realizing it was one in a row of four. It somewhat resembled an upside-down pyramid, with the top (bottom?) third of it sunken into a large cylinder. The top edges of the pyramid were covered in what appeared to be rust. The cylinders had large metal valves attached to pipes near the bottom, which ended in a spigot. Surgical steel pots sat beneath the spigots, waiting for something to be put into them.

Realization hit her like a sledgehammer to the skull. She didn't want to believe it was true.

She refused to believe it was true.

Four ponies, bound in runed leather straps, hanging from chains and shackles, were dragged into the room from the left via a dark opening high above and a conveyor belt on the ceiling. The belt only stopped when the ponies dangled above the machines, one to each. Though they all appeared to be unconscious, that small consolation did nothing to stop Rainbow's heart from threatening to shatter her ribcage from within.

Something let out a loud hiss and a puff of steam.

The shackles opened.

The ponies fell.

The ponies fell into the machines, which came to life with sounds of grinding, shredding and tearing. Blood splashed from the tops, staining them with a fresh coat of rusty color. The noise went on for what felt like hours, although it was really only for about ten seconds. Afterwards, the noise ceased, and four glowing liquids began slowly dripping from the spigots; green, red, violet and orange.

So entranced with abject horror was Rainbow that she didn't hear the hoofsteps behind her. She only saw the shadow of a pony with a bone saw looming over the machines. Gasping, she bolted to the right, narrowly avoiding the weapon as it swung down, and she ran from Bloody Butcher and his insane laughter towards the next available door. She found it at the center of the right wall, beside a map labeled "Pegasus Device #1 - #4". Summoning all the strength she could muster, Rainbow threw herself at the thick metal door, slightly relieved as it inched open just enough for her to slip through.

That relief was very short lived. As she entered a corridor that stretched from left to right, she found herself cornered by what a deadly facility like this really should've had more of all along.

Security guards.

She had no choice. Everything was going to Tartarus in a handbasket faster than she could think. Unfurling her wings, she leapt as hard as she could into the air and flew above their heads.

"Please state your Flying Clearance Code."

She knew what flying meant in this place.

"Um... apples?" she yelled at nopony in particular, hoping that by some miracle, that was the code.

"...Error. Flying Clearance Code not recognized."

Of course it wasn't.

"Termination initiated."

Wisps of dark grey storm clouds began to leak out of the air vents, quickly charging up with blue light, as did the clouds beneath the metal grating floors. Rainbow gulped and took a deep breath as her fur began standing on end. An instant later, bolts of searing blue lightning flashed and fired at the fleeing Pegasus, who did her best to dodge them. They fired with rapid intensity, stressing out her already-tired body and sapping her energy fast. On the occasion she dared glance behind her, she saw that the lightning bolts dissipated long before striking her pursuers. Bloody Butcher was trailing behind the others, his laughter finally petering out, although considering the consequences of being captured by the guards, it wasn't much of a consolation.

Soon she realized the corridor was coming to an end, the only way out was a metal door on the left. Putting one of her last good stores of energy into her wings, she soared quickly past a charging storm cloud and planted her hooves on the wall opposite the door. Then, with all her might, she lifted off and threw her back into the door. It was quite the surprise to her when the door opened much more easily than they had in the recent past.

Of course, there was a good reason for that. As she tumbled midair to right herself, Rainbow found herself faced with a small army of even more security guards, tasers at the ready. In a panic, she flapped her wings to gain more altitude, already prepared to dodge the bolts forming in the distance.

Then suddenly, her body was on fire.

A taser grazed her right flank, just enough to connect. Rainbow screamed as she crashed down into a pile of guards. Her muscles twitched uncontrollably as she scrambled to get back on her hooves, desperate to clamber over the dazed bodies she was tangled up in. She heard the security AI powering down in the background now that she wasn't flying anymore. If only she could get steady enough to take off again-

More fire.

White-hot pain coursed throughout her body, electrifying her nerves, searing her flesh. Rainbow screamed again as more and more tasers pierced her skin, her limbs quickly turning to jelly from the pain, and she collapsed. All thoughts perished in her mind as it was lost to infinite, unending agony.

The guards didn't stop until she had lost consciousness.

~

Rainbow awoke with a start in a dark room, her limbs burning as she tried to lift herself from the ground, but ceasing as soon as she fell back down. Her entire body ached, even her teeth.

She quickly realized that she was not on the ground anymore, but not quite vertical, either. Cold metal soothed her spine, her throat, her wrists and her ankles. Looking down, she found a brown leather strap covered in magical runes wrapped around her barrel, pinning her wings to her back. She tried to stretch them out, but with the magic set in place, the leather may as well have been solid steel.

Her panic quickly gave way to despair as she realized her current situation. After all this time, all these tiresome hours searching this deadly facility, avoiding detection, discovering unspeakable abominations of science and magic... she had failed.

She was captured.

Dewdrop was dead.

She hadn't saved Spritz. She hadn't even found her.

It was now up to Twilight to save them all. Though she despaired, Rainbow still felt a small flicker of hope. She knew Twilight was more than capable of saving the day, or at the very least Rainbow herself.

The door to the dark room creaked as it opened.

See? Maybe she's here, already! And with a snarky quip about how she had saved me to lighten the mood, too!

But the pony that entered the room was no Twilight. Instead, the azure security pony from much earlier approached Rainbow, an evil smirk on his face. Rainbow scowled at him, though she knew she had nothing left to fight with.

"Oh, please, don't even try to look menacing," the azure pony grinned. "You're done for, rainbow girl." Rainbow wondered whether the security pony actually knew her name or not. He disappeared behind her, and she felt the metal slab she was attached to jolt. She tried to struggle against her shackles as she realized she was being wheeled out of the room on a hoof-truck. Once they entered the hallway, the yellow and green-haired security pony appeared and walked beside them, also sneering.

"The Overseer has been watching you, rainbow girl," she smiled cruelly. "She's been dying to meet you."

"She... she has?" Rainbow asked, surprised. The security ponies kept quiet, however. Rainbow could only swallow her fear as best she could as they wheeled her down a couple of hallways, eventually leading to the thick metal double doors she had seen earlier. Fully expecting the Pegasus security pony to jog ahead and open the doors, her eyes widened as the doors swung open automatically.

The light inside was blinding. Rainbow crushed her eyes shut at first, slowly opening them as they grew accustomed to the light. She found herself in a large room overlooking an even larger area below that contained even more machinery, including one lone, impeccably-cleaned Pegasus Device. The room contained a long office desk covered in books, papers and forms, and behind that desk sat a pony in an office chair, her back initially turned to Rainbow but she was quick to swivel around. She was covered head to hoof in a white labcoat, a face mask and safety goggles, sea green hoof covers and a matching cover for her mane. On her left breast was the same insignia that had been on the entrance to this cursed facility, and also on the cover of that infamous, old book.

"Ah, our guest of honor has finally arrived," she spoke in an oddly familiar voice. "I have been waiting for this moment for so long."

"You... you must be the Overseer," Rainbow growled, her fur bristling as much as it could.

"That's me!" the Overseer giggled, the innocence of her laughter enraging Rainbow. "But I suppose you're wondering who I am after all this time in my facility, huh? What kind of monster could possibly command a place like this?"

"Who are you..." Rainbow snarled. "WHO ARE YOU?!"

The Overseer giggled again; this time Rainbow couldn't shake the uncanny similarity. An inescapable pit began to consume her body from the inside, and she felt her blood run cold.

No... no...

Pink magic glowed from the Overseer's forehead, quickly spreading all over her clothes. In one quick, smooth motion, all of the pieces removed themselves from her body and floated into the air.

NO... t-that's i-i-impossible...

The clothes fell to the floor in a puddle, surrounding a mare with lavender fur, an indigo mane and tail with a pink and a purple stripe, a long, elegant horn, two graceful wings, and a Cutie Mark in the shape of a pink six-pointed star surrounded by five tiny white stars.

I... I... no... I can't... you can't be...

The Overseer was none other than her best friend and companion... Princess Twilight Sparkle.

The Overseer

"T-Twilight?" Rainbow couldn't believe her eyes. She refused to believe her eyes.

She did the only thing she could that came to her mind.

"Heh... heheheh... hahahahaha..." Surely this must be a prank? Although it was awfully elaborate. Twilight's expression slowly melted from prideful to annoyed as Rainbow laughed.

"Hahaha... good one, Twilight. I don't even know what prank you're getting back at me for, but this definitely tops them all!" She continued to laugh harder and harder and showed no signs of stopping, whether out of genuine humor or her mind finally shattering. Twilight rolled her eyes and motioned at the security Pegasus, who promptly stabbed Rainbow with her taser.

"HAAAAH!" The taser hurt much worse this time, now that she was attached to a bunch of highly-conductive metal. She cringed over at Twilight, now genuinely worried for her own safety.

"Yes, Rainbow, I am the Overseer. Honestly, I'm not sure how you hadn't figured it out until just now," Twilight replied, her usually warm, friendly voice now filled with an icy superiority.

"Why... why would I have ever thought it was you?" Rainbow quivered. She thought back along their entire journey, the gruesome discoveries, the endless walking.

"Why would I know the labyrinthine upper floors like the back of my own hoof? Why would I show no interest in high-level magic books if they were already my own private collection? And why would I show so little emotion towards the patients of my own underlings...? Even Fluttershy would've said something by then."

Rainbow's mind raced. She had simply chalked up these occurrences to Twilight being Twilight. But...

The police... she did order them to ignore Spritz...

"And do you really think I'd leave a place like this so woefully unguarded? I told all but these two security ponies here to take the night off and stay in their rooms until I specifically called for them."

Rainbow shivered violently. She remembered all too well how an army of security guards had suddenly swarmed her from nowhere. Everything Twilight was saying was making way too much sense for her liking. Her blood turned to ice in her veins as she slowly realized she was right.

"...Twilight. Why...?" A sob choked her throat. "What is this place? Why do you know about it?" Twilight sighed and turned away, walking towards the observation window above the factory space below.

"It's a long story, my friend," she finally said. "But, I suppose we have all the time in the world right now. Do you remember when I told you about the Shrouded Mountain legend with Princess Celestia and her Pegasus legion?" She took Rainbow's silence as acknowledgement. "It was actually only partially true... you see, Celestia was searching for the perfect prison in the early days of Equestria, a place where she and Luna could safely store criminals before they found their way into Tartarus years later. She conquered the eternal storm that covers the mountain's peak, and she and her Pegasi built the beginnings of this place. All but a hoofful of them remained behind to staff the place, and the ones most injured during construction returned, given a cover story and sworn to secrecy.

"Then Nightmare Moon happened, and Luna was banished for a thousand years. The unrest birthed a surplus of dissenters, and soon Celestia's prison was overflowing. Furthermore, she found herself tiring out more often, now that she needed to raise both the sun and the moon. She ordered her best mages to find a solution, and found it, they did... a miraculous, wonderful substance within every pony's blood that bestows upon them their own unique magical abilities..."

"...Spectra," Rainbow breathed.

"Precisely!" Twilight beamed. "It generally matches the pony's primary fur color, which is why there are seven different types. And so, Princess Celestia had additional wings built in her prison for extracting and manufacturing the substance, and the Rainbow Factory was born."

"How... how does it...?" Rainbow struggled to speak between her teeth chattering and her entire body shaking from abject terror. She still couldn't believe Twilight was willingly a part of this. She still couldn't believe this conspiracy went all the way up to the Princesses themselves.

"Well... you can drink it straight, rub it on yourself, cook with it," Twilight listed on different parts of her hoof. "Celestia has it in her mane and tail shampoo, that's why they're always so billowy. And the day before every Summer Sun Celebration, she spends it bathing for hours in each color of Spectra to make sure she has enough magical energy to make the day special. Luna does too, now that she has the Winter Solstice Celebration, and she always puts on a great act for Nightmare Night."

Rainbow coughed incredulously. The "wonderful and miraculous" Spectra substance... was used for bubble baths?

"Anyway... when I ascended and became an Alicorn, Celestia finally informed me of this place, and handed it over to me as my responsibility."

"But why? How could you do such horrible things to all of these ponies?!" Rainbow shouted. "You murder them, for Celestia's sake!" Twilight was silent for a few moments, making a soft noise that sounded like slow, heavy breathing.

"You should've seen the place before I was put in charge," her voice lowered. "Celestia's methods were swift, brutal... wasteful. Condemned ponies had only one purpose once they came here. I saw so much wasted potential... why were these ponies here? What crimes had they committed? What went so wrong with their minds that drove them to such acts? I asked, and Celestia allowed... I had more space burrowed into the mountain, and hired medical experts that nopony would miss... doctors and researchers accused of unethical treatments or grievous mistakes, the washouts from medical academies that never stood a chance of being hired elsewhere. I had them begin prodding into these ponies' minds, and I learned so, so very much... My work has single-hoofedly broadened the horizons of neuromagical science by triple the amount it was last year! All to be metered out over the next few decades, as to not raise any suspicions."

"But... Bloody Butcher... you can't tell me that maniac's actually a doctor!" Rainbow strained against her shackles, to no avail.

"Head. Head Doctor Bloody Butcher. Oh, no... surprisingly, many ponies in the medical industry have reservations against such... hooves-on studies. I've found that it's easier to teach a psychopath how to be a doctor than it is to teach a doctor how to be a psychopath. He's absolutely perfect in that regard... I had to beg Celestia for weeks to let me have him."

Her mind couldn't take much more. Tears began to blur Rainbow's vision.

"But not everypony here is a criminal! T-Twilight... you're the Princess of F-Friendship... how could you-"

"Have you seen how absolutely, incredibly rare it is to see a pony afflicted with severe mental disorders in Equestria?" Twilight suddenly rushed towards Rainbow, stopping only when her face was a mere inch from her own. "My work has taken me to new scientific heights, I can help so many more ponies than ever before! Nopony wants to admit it, but let's face it: ponies like that are nothing but a drain on resources and the emotions of others. But if I take those ponies, figure out how they tick, and find a way to allow them to grasp the freedoms of neurotypical ponies, then they'll be able to experience true friendship at last! And friendship... isn't that my specialty?" Twilight's head tilted from side to side creepily, unnaturally. "Besides, it's not like I combed through all the adult pony homes and scooped 'em all up! Dewdrop's parents actually came to Celestia herself and begged her to help him. They understood fully that while he might never come back at all, his contributions to science would also help others like him in the future! Isn't that so selfless, so generous? Generosity is an important part of friendship, after all!"

Rainbow was silent now. Her mind was too full of so many different horrors to speak. It's not every day that you realize one of your best friends was secretly completely insane.

"Just think! With their help I can end it all! Paralysis, dementia, cancer, spina bifida, anxiety, fibrodysplasia ossificans progressiva, drug addiction, OCD, DID, BPD, HPD, NPD, GDD, ASD, PTSD, ODD, body dysmorphia, anencephaly, microcephaly, megalencephaly, ALL OF IT! All of it, Rainbow, if I can find a cure for everything, there will be so many less worries in the world to get in the way of friendship! FRIENDSHIP! FRIENDSHIP! ALL HAIL FRIENDSHIP!" Twilight danced around the room manically, singing and cheering to herself, then suddenly stood still in the center of the room.

She began to giggle, quietly and softly. But it didn't sound the same as the laughter Rainbow knew. This laughter was cold, monotone... deranged.

She couldn't help but ask, now. "Twilight... how long have you been hiding this?" Twilight ceased her laughter mid-giggle, and her head turned like an owl's to face Rainbow. Rainbow gazed at her friend's unhinged smile that stretched from ear to ear, her pinprick pupils, her blank expression. It all suddenly vanished a second later, and Twilight's shoulders sagged as her normal face returned. As she spoke, she turned away again.

"Years, Rainbow... you have no idea what it's like to hold in a secret like this for so many years. Absolutely nopony can know this place exists. The workers aren't even allowed to contact their families for a final goodbye. Trying to leave this place means a violent death. I can leave, of course, but..."

A new pit of blackness swallowed Rainbow's heart.

No... you wouldn't... you can't...!

"To be honest... I was kind of glad you wanted to come all this way, Rainbow. Now I finally have somepony to talk to about all of this. And, maybe someday... I can prove to you that what I'm doing is right. Maybe... you'll even want to help."

"I... I..." Rainbow struggled to control her emotions long enough to speak. "...I... could never..."

"Besides... I do realize that one day, I'll have found all these cures and I won't need so many patients, but the Princesses still need their Spectra. So I've broadened my studies into genetic engineering-"

"Did you hear me? I said NO!" Rainbow shouted angrily. "Twilight, you're my best friend, but I can't let you do this! How can you live with yourself?! What you're doing is monstrous! Insane! You're worse than any villain-of-the-week we've ever faced! I...! I..."

Twilight was silent. Rainbow could see her shoulders heave. Suddenly, Twilight walked over to her desk and sat back down in her chair. She gently swept aside some papers to reveal a small, metal panel built into the desk's surface, covered in a couple of buttons and a speaker.

She pressed one. "Is everything ready down there?" she leaned her face towards the speaker. It replied with a fuzzy male voice a few seconds later.

"All clear, Overseer."

"Good. Proceed." Twilight then motioned to the azure security pony, who wheeled Rainbow towards the observation window as Twilight spun her chair around.

"Uh... what was that about?" Rainbow asked nervously.

"It's truly a pity," Twilight spoke as if ignoring her question. "You'd think she'd have appreciated being an only child now, free from the constant suffering of both her brother and her parents..."

Rainbow's breath died in her throat.

Oh, no. Nononononono...

Though muted by the window, she could hear the roar of machinery coming to life below. A chain dangled and dragged along the ceiling, soon revealing a horrifically-familiar, greenish-teal and dusty pink Pegasus filly attached to its bottom from her front hooves.

No... Spritz...

She had been badly beaten, her tiny body covered in deep cuts and bruises. Her wings were broken and pulled into painfully unnatural positions. Some of her mane and tail had been ripped out.

No... Twilight... please... no...

Her body shook as the chain stopped, dangling her above the Pegasus Device. She lifted her head towards the observation window, her right eye bruised and swollen too shut to see. Rainbow strained against her shackles, wanting nothing more than to burst through the glass and save her from the inevitable fall.

"Testing... Super-Speedy-Pony-Squeezy, mark six-thousand and one," the fuzzy voice proclaimed over loudspeakers in the factory below. "...Engage!"

Though she heard only silence, Rainbow saw Spritz mouthing something to her.

"R... R-Rain... bow... h-hel-"

The shackles opened.

NO!

Spritz's body disappeared into the machine with a weakened scream, abruptly cut off. There was a flash of red as hundreds of thousands of metallic teeth flooded over her, quickly disappearing. Tears streamed from Rainbow's eyes as the machine whirred, powering off a few seconds later. Drops of the brightest green liquid she had ever seen soon dispensed themselves into a bucket beneath the spigot.

"Woohoo!" Twilight threw her forelegs into the air. "Perfect! Not only have I increased the machine's efficiency by 27%, but the extraction is even purer than I had hoped! Ah, the wonders of science..."

She glanced over to Rainbow, who laid motionless on her metal slab prison. Tears soaked her fur and dripped into her open, silently-screaming mouth.

"...Ah, right. Welp, now I have to figure out what to do with you, unfortunately..." Rainbow felt herself being wheeled away, but didn't respond. She was silent as the double doors opened once more, and the two security ponies carted her away into the darkness.

"I'll see you again soon... my best friend..."

The doors closed, and her world turned to blackened silence.

Epilogue: Letter to Celestia

Dear Princess Celestia...

I am writing to inform you of this quarter's progress, and of the aftermath of the Dewdrop Incident.

Testing of the newest version of the Pegasus Device has been successful. Efficiency has been increased by 28%, and the initial purity of the extraction has been increased by an astounding 32%! Already, of course, I am hard at work devising further improvements.

The year's Spectra supply is currently being collected at the expected rate. However, there has been a minor shortage of yellow ponies. Do you know of any that could help?

I am also in need of two new researchers, one biomage, and four security guards... there was a minor incident involving Subject 06912. Though eventually terminated with extreme prejudice, he did manage to incinerate and/or eat the aforementioned seven ponies before finally being taken down.

However, I am thrilled to tell you that my latest forays into genetic engineering have proven successful! I am now able to clone the most productive sources of high-quality Spectra we will encounter in the future. Of course, that does not mean I no longer need patients; rather, I will be needing more to find those sources in the first place.

Now, concerning the Dewdrop Incident...

Firstly, I must apologize. I never expected the acting courses you insisted I join you in would ever be useful to me, but thanks to them, Rainbow never suspected a thing until the very end. I would be honored to join you again the next time you arrange for more.

Also, I have discovered a flaw in the Sentry Cloud spell and the Security AI. It would seem that if a nonregistered pony simply remains on the ground, even after tripping the alarms, then the spell is deactivated. I would suspect that it was never discovered before because such ponies are usually too panicked to realize this. I will have to do more research on how to modify these spells to cover those vulnerabilities.

Spritz's and Dewdrop's parents - Silver Sword and Century Flower - have recently arrived, and were placed into Cells #43 and #45. It is unfortunate, but due to the unexpected meddling of their daughter, I can understand that they were quite incensed when you revealed her ultimate fate to them. We cannot have any loose ends; I will see to it personally that they are taken care of.

And as for Rainbow Dash - esteemed Wonderbolt, and Element of Loyalty... thankfully, for the sake of her friends, fans, and family, I was able to extract and synthesize samples of her DNA, her frontal cortex neuromagical scans, and her cyan Spectra and impart them into a successful clone. I must admit, I would hope to one day introduce her as an example of the perfection of my genetic testing. The other Wonderbolts, our shared friends and even her own parents are none the wiser.

Oh, yes, one more thing... may I ask if you could find me some more janitors? Rainbow actually asked me to make that request, last time we talked. The upper floors are becoming quite filthy, after all.

Always faithful,

~Twilight Sparkle, Princess of Friendship

Author's Note

And so ends the story.

I hope you enjoyed reading it!