Cloudsdale: The Flutterfamily Chronicle

by Fluttersnake31

Rating: teen
Tags: Tragedy, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Original Character, Rainbow Dash, Other, Fluttershy, Crossover
Length: 8026

A story about Fluttershy's unknown family and Rainbow Dash's family secrets.

When Fluttershy is being bullied at flight camp, Rainbow Dash defends her and finds her own cutie mark in the process. Fluttershy falls off of Cloudsdale to bump into a family member she hasn't seen in years. This member of the Fluttershy family is an espionage agent sent to investigate missing criminals at Cloudsdale Prison while Rainbow Dash learns of her families' secrets and her own fate. Written with inspiration from Rainbow Factory (obviously, it's not canon to it, just my own ideas of what could've led to it or a similar situation to it) and the Metal Gear Solid series (main character). The main character has nothing to do with my username as it's just a character btw. This is the first piece of fanfiction i've written, so it's grammar won't be the best lol xP

Published 2012-08-24 21:14:02 UTC
Last updated 2012-08-27 17:03:17 UTC

Chapter 1: Cutie Marks and Memories

Cloudsdale: The Flutterfamily Chronicles

by: Fluttersnake31

Chapter 1: Cutie Marks and Memories

The sky was clear, the sun shining bright, and the young cyan filly was preparing for what will be her most memorable race ever. She was racing against two bigger kids that were picking on her friend Fluttershy, a shy, yellow filly with a pink mane and tail. After taking and giving a few taunts and insults with the bullies, she got into a flying position. She winked over to Fluttershy and she received a timid smile as Fluttershy quietly spoke.

“Um… Th.. Thanks for standing up for me Rainbow Dash.”

“No problem Fluttershy, now lets get this race going!” Rainbow Dash eagerly said.

Fluttershy waived the checkered flag and began the race. Immediately the three ponies jumped into the air and accelerated off past Fluttershy. The sudden blast of air and awkward position she was holding the flag in caused her to twirl around and lose her balance on the cloud, not that she had much balance to begin with, as she wasn’t too good with her wings or legs. She fell off the cloud and started plummeting towards the ground.

Rainbow Dash took off and was all focused on defending her friend’s honor. She started off in last for the first few seconds, chasing the two stronger looking pegasi ahead of her. After clearing a few rings of cloud, her acceleration increased like never before. She quickly passed the two competitors ahead of her, one of which accidentally turned too sharp and hit a ring blurring his vision just enough to cause him to crash into one of the many pillars in Cloudsdale. She felt freer and stronger than she ever had felt, with adrenaline pumping through her, the wind flying through her mane, she never felt like this any other times she flew. This was amazing! But then suddenly, the other Pegasus had taken advantage of Dash’s slight distraction and had caught up and shouldered into her.

“Hahaha! Take that Rainbow Crash! You can’t beat me!”

This move angered her. She had to win! Not for herself, but for Fluttershy! She took off after him and was reaching new speeds she never knew she had in her. She zoomed past him, sending him spiral out in some other direction. She was getting closer to ground and needed to pull up for the last straight path to the finish. She continued gaining speed and gaining speed until she made the sharpest, most crisp 90 degree turn anypony has ever seen and felt an enormous wave of heat and power course though her and was surrounded by rainbow, all she could see was rainbow, color everywhere. She continued on the path to the finish line that she knew by heart and then began to slow herself down. The slower she got, the fewer rainbows she saw, but when normal vision returned, she saw remains of a wave of rainbow leaving out the horizon. What did she do? How on Equestria did she make that? What is that funny feeling on her flank? She noticed she was a good 100 yards past the finish and slowly began flying back in glee realizing she now had her cutie mark.

Fluttershy was falling, falling, falling, and screaming her little lungs out. She rapidly gained speed as gravity sucked her down. She had her eyes shut tightly and couldn’t see how close she was to the ground and feared a young death as she knew she could hardly fly at all. Then she opened her eyes. Either she had fallen so much that her body altogether stopped feeling it, or she was dead. Everything around her was colorful for some reason though. She started to panic slightly. She was claustrophobic. But then she realized that she was softly falling down, still falling, but gentler. The pinks and yellows and blues were all separating, and she noticed she was being carried by butterflies! Thousands and thousands of butterflies were around her. She fell in love! These were the cutest things ever and they saved her life. When they reached the ground, she saw other critters moving about. Was she in heaven? Did she really die? What is going on? She started prancing around and singing in glee and then all of a sudden, a loud boom occurs overhead. She looked up and saw a growing ring of rainbow flying out in all directions. Then she faintly saw Rainbow Dash and smiled in her direction. But then she noticed all the animals were frantically running about, frightened by the boom she suspected. She started to try to calm the animals down one by one. She managed to calm every single one of them down and soon enough, they were playing about again. So I really must be dead, I’ve never seen anything like that in my life! But I saw Rainbow Dash… Does the dead see the living? I don’t know… Fluttershy thought. Soon after, a young, grave looking Pegasus stallion starts approaching her from the distance. He was a dark gold color with a pink mane held back with a headband. As he moved closer, Fluttershy noticed that on the pegasus’ hip was a gun in a holster. Fluttershy slowly stepped back.

“Don’t be scared Fluttershy, I won’t hurt you.” The mysterious pony said calmly. The voice was somewhat familiar.

“Wh.. Why do y-you know my name?” Returned Fluttershy, who was holding back tears of fear but felt a deep joy somewhere deep inside that she couldn’t explain.

“It’s me Fluttershy, your older brother… I’m back..”

Fluttershy started remembering when she was even smaller a filly. She had a brother who was only a few years older than her. He’ll be a stallion soon… But what was his name? It’s been so long… and why did he leave to begin with?

“Do you remember me? Your own brother, Fluttersnake? Sorry it’s been so long… But our parents had no choice but to send me down here…” Fluttersnake looked at the ground now somewhat sad.

“You don’t remember do you…” He said with a tone of sadness and defeat.

“Of course I do! I just… It’s been so long, where where you? Why did you have to leave!?” Fluttershy started to cry now as her brother came over to comfort her.

“Mom and dad were gonna have to leave Cloudsdale forever if I didn’t… And you too… They knew that I was a good enough flier to survive down here with some family friends, they wanted you to get a good flying education… I’m sorry sister…. There was no other way…”

Fluttershy spoke in a whisper now as she’s trying to look strong in front of her brother. She looked up to him all the time when they were littler, she always saw him as invincible and an amazing flier. “But 2 years after you left, they had to leave too… They said they couldn’t come back… So I stayed with Rainbow Dash’s parents…”

“Wait, you stayed with Rainbow Dash? Fluttershy… You should be careful of them…” Fluttersnake’s tone returned to a very serious one now.

“Um.. Yeah, they’re pretty nice to me. They made me my own little garden and one-pony house!” Fluttershy was now smiling as she was now able to talk to her brother about how generous Rainbow Dash’s parents were. They were one of the top ten wealthiest pegasi in Cloudsdale and it was rare for them to do things like what they did for Fluttershy.

“Fluttershy, they are related to the pony that created an empire and nearly destroyed Equestria!” Fluttersnake exclaimed, still retaining some of his childhood ignorance.

“Brother, that was like over 2000 years ago… Don’t let some crazy thing like that bother you! They are perfectly fine, and nothing like that could happen here anyways…”

“You never know… What if they like ate everyone or something like that?”

Fluttershy rolled her eyes. “You are silly…. So am I dead?”

Confused, Fluttersnake took a few steps back. “What? Of course not, I saved you… I have this cool butterfly call and wanted to test it out and it happened to catch you out of the air. I also have a bunch of other cool things!”

“Speaking of cool things, why do you have a gun?” Fluttershy remembered after Fluttersnake was showing off a belt around him holding various gadgets and stuff.

“Oh yeah… Well the real reason I’m on my way back, is that I’ve joined a group of peace warriors that sneak around investigating strange happenings. I found out about the group because the friends of our parents were actually the people in charge of it. We’re called the Espionage of Quick, Intelligent, Neutral Equestrians, also known as E.Q.U.I.N.E. I’m on a mission to find out why so many criminals are disappearing from Cloudsdale’s Prison.”

“Oh… But does that mean you can’t take me with you?” Fluttershy looked up to him, sad again.

“Don’t worry sis, I’ll be back.” He said, smiling to reassure her, because he had no idea what really was going on that much either. “Hey, you can have my cottage in Ponyville! It may need some grooming but its tucked away out where animals love to play all the time. I think you’d enjoy that, especially with those butterflies as a cutiemark.”

Fluttershy was confused at that last statement, she didn’t have a cutie mark… Unless it appeared while she was calming those animals and so many wonders appeared at once she didn’t notice the tingling of it appearing. She walked over to a stream and looked at herself, and there it was! A group of three pink butterflies! She was overjoyed. Fluttershy ran up to her brother and gave him a great big hug.

“Thank you! Thank you! Thank you! Without you and Rainbow Dash I’d never have gotten my cutie mark! I can’t wait to see my new cottage! Can you show me it?!”

Sadly, her brother replied, “Sorry Fluttershy, but I have work I need to do… I’ll give you a map but other than that, I gotta go… I love you sis.”

Fluttershy looked down slightly disappointed and took the map after Fluttersnake drew an ‘X’ where the cottage was. They gave goodbye hugs and started heading opposite directions. Fluttershy said her goodbyes over her shoulder as she trotted slowly away turning to say, “Good luck big brother, please come back safe….” And she was now out of view of the clearing in the forest.

Always will, and always do, sis… Thought Fluttersnake as he started flight back to the home he hasn’t seen in 8 years.

Chapter 2: Blood Tests and An Old Pony

Chapter 2: Blood Tests and An Old Pony

As Rainbow Dash returned to where the finish line was, she started to notice that Fluttershy was nowhere around. Hey, where is she? I did all that for her and she’s not here? If I don’t find her, Im gonna be really really angry! Thought Rainbow Dash as the various Pegasi who were watching the race came up to congratulate her. She looked around forgetting everything else to find her friend. Her family gave her everything, and now when Rainbow Dash wants to see her after stopping those bullies for good, she just disappears. This started to make the filly very sad and slightly angry. Then a mare came up to her.

“That was wondrous flying, where did you learn that move from?” The mare said.

She replied, “Uhh, I don’t really know. I guess making rainbows are my talent? Well, I think I’ll call that move the Sonic Rainboom! Doesn’t that sound awesome! Oh, and have you seen a yellow filly with a pink mane?”

“Umm… the one who fell? No, but that’s not important right now… I would like to offer you an opportunity to become famous. To become the most well known, and greatest flier in all of Equestria!”

Confused and intrigued, Rainbow Dash said, “Well….. I don’t know… It sounds super awesome, but let me find Fluttershy first.”

The mare seemed more interested and now suspicious when she heard the name Fluttershy. “You said your friend Fluttershy correct?”

“Yup! She’s practically my best friend!” said Rainbow Dash.

“I believe that pony has been long dead… and if not, she surely died from the fall off of the clouds at the beginning of your race, dearie… I’m sorry for your friends loss.” Replied the mare

Rainbow Dash started tearing up in her eyes. Fluttershy can’t be dead, she’s a better flier than that even if she fell. And if this pony saw her, someone else should’ve too. How come nobody saved her? I would’ve if I saw it! And why did she say she was already dead? Does that have anything to do with why at home mom and dad called her some other name? And why they never had her name on her schedules? What’s going on? Then Rainbow Dash started to cry harder than she ever did before. Nothing made sense. Everything that happened today was so new to her and now she’s letting her emotions get the best of her. All she could think about was the fact that Fluttershy was dead and she’ll never see her again. She cried so much she didn’t realize the mare had picked her up and was taking her somewhere. They got in a Limousine-like wagon and then once inside, Rainbow Dash cried herself to sleep.

When she woke up, she was in what looked like a doctor’s office. Why was she in here? All she knew was that she wanted to go home and tell her mom and dad about everything and get them to look for Fluttershy. The memory of Fluttershy made her start crying again. Then her father came into the room, wearing a typical doctor suit. Her father was a well respected doctor in Cloudsdale. He was always busy at work and didn’t visit home all too often, but when he did he would always help improve his daughter’s skills at flying and help improve her wing strength.

Seeing her father, she became very confused, but immediately gave him a hug.

“Hey Rainbow, how are things going? Are you ok? I heard you did amazing at your race, I’m very proud in how you stood up for your friend like that.” He said

“Dad where is Fluttershy? Is she ok? How come that mare said she was already dead? What is going on dad?” Rainbow Dash rushed out of her mouth.

“Don’t worry, your friend is fine, she survived the fall and met her true love. Everything is fine dear, but she said she doesn’t ever want to come back up. I’m sorry you won’t ever get to see her again.”

“But… How… I’m her only friend! She has to at least tell me about her true love! I was supposed to be the first person to know!” Tears formed into her eyes as she realized she’ll never be able to see her again unless she leaves Cloudsdale, but doing that would make her miss her parents.

“She said that she doesn’t want to see you again and you have to accept this Rainbow… I’m sorry this happened. You got your cutie mark, and she found love. It’s how things have to be.”

At hearing that Fluttershy doesn’t want to see her again she started to get angry. My family gave her everything she could have wanted, and now all this!? Did friendship mean anything to her? I saved her back and she turns her own on me? This isn’t fair! I’ll find a way to make her pay! Rainbow Dash didn’t realize she spoke that last line out loud and saw a random twitch of joy in her father’s face but then it disappeared.

“Hey, Rainbow, is it ok if I do a few tests on you? I have a little theory of mine that formulated when I heard about your Sonic Rainboom. Did you know that you were on the radio? One of mom’s reporters interviewed you for a few seconds before you started talking about your friend.” Her father said.

“Tests? Like what kinda tests?”

Her father replied, “Just a blood test and we need to take a strand of the six different colors of your mane.”

“Eeew! I hate blood. And tests.. But sure….”

Fluttersnake had finally arrived at Cloudsdale. He landed towards the edge of Cloudsdale as to not be seen and had sneaked his way over to the prison. After circling around the prison out of view of cameras and guards, he noticed that there was hardly any possible way of criminals escaping. He had to get inside and find out what’s going on. He had a decent amount of gadgets at his disposal; he had a tranquilizer gun that was silenced, just in case he needed it; he had his butterfly call which summons thousands of butterflies to his location, makes for good ways of distracting and escaping; a small pair of binoculars with up to 20x zoom; some rations; and plastic explosives that can detonate with a button. He started to make his way to the prison, sneaking around guards that were patrolling the area fairly easily. There’s no way I can just use the front door….. I need to find some other way in. Fluttersnake thought, as he was hiding under a lifted up stack of crates.

He went to the back of the building where there was an unguarded ladder to the ceiling. He climbed up and found a chimney. It wasn’t being used so why not use it? He carefully climbed down until he reached an extra cooking room that looked untouched in years. I should’ve chosen a better chimney, but I only fit in that one… There’s no food in here! Fluttersnake cautiously stepped into the hallway outside of the old kitchen. There were no guards patrolling. He had to get to the floor with the criminal cells to try to find out if they know how ponies have been escaping. He found a map of the building in a side room on the wall and took it with looking for the stairs. It was night, so most of the floors went unpatrolled, and a lot of the lights were shut off. He managed to make his way to a staircase that would take him to a side of the main cells that would be less protected. As he came down, he noticed the hallway to the back entrance of the cells had its lights on. Guards are patrolling here.

There were two hallways in front of him. He looked into the left hallway and saw two guards watching the door to the cells. They stood about a fourth of the way into the hallway facing each other and towards the door. He probably could make some noise to distract one and go around to the other side and tranquilize the other. He crawled into the unguarded hallway so the guard opposite of the guard he’s sneaking behind doesn’t see him. Fluttersnake places some plastic explosive on the outside wall in the hallway and sneaks back upstairs to the stairway behind the other guard. He readies his gun and button and sets off the explosive. KABOOM!!! Both guards hear it and both go to the explosion. Fluttersnake quickly tranquilizes the closer guard, drawing the other guard to this new distraction. The guard had already turned the corner, but is tranquilized immediately after he comes back around it.

That was easy… But I better hurry now… Fluttersnake thinks and he cautiously opens the door. Suprisingly all the criminals are asleep, or close enough not to make any noise about Fluttersnake entering. The room was lit by moonlight from small windows on the ceiling. Fluttersnake trots up to one criminal that is calmly sitting there wide awake.
“Hey, do you know how criminals are disappearing from here?” He asks the older looking pony in the cell.
“Criminals? You can hardly call any of us criminals anymore… Mostly why we’re here is cause of minor things like forgetting to move a raincloud across town, or being sick on days that Princess Celestia comes around, or silly things like that. If I were you, I’d get out of here as soon as you get the chance.” Says the older pony.

“What? How did this start happening? Wow, eight years is a long time… Do you know whats going on here? I was sent by E.Q.U.I.N.E.”

The old pony sat and stared at him for a good long time that seemed like hours but only really was a few seconds. “You need to leave; they’ll be taking some of us soon. All you need to know is what we are allowed to know, this place is hell, and it’s best ya’ get out when you can.” And with that, there was a noise of some ponies talking outside the cell room and about to come in.

“Hide if you value your life kid.” The old pony said in a fierce whisper.

Fluttersnake found an empty, open cell and hid under the bed hoping that the ponies coming in aren’t putting someone in it. The group of ponies came into the room. There were four of them and they all wore strange hooded cloaks. Two of them had their hoods up while the other two were wearing strange masks on their faces. The bigger of the hooded ponies looked like the leader. He approached the older pony that Fluttersnake was talking to.

“Are you ready to help clean the world you lowly mule?” The voice was a soothing one, but menacing, almost making somepony insane by just hearing it talk.

“I don’t understand… Why did you keep me here for so long? You killed my greatest love, what more do you want?” The old pony sorrowfully questioned.

“Because your family is gone, you have nothing left, and now you will serve the world. Soon, you will join with the sky and clouds. You will be with your family soon.” The hooded pony said laughing as the masked ponies took the old pony from his cell.

“You will regret this Thunderstar! I mean it!” Yelled the old man as the two masked ponies took him out of the room. The two hooded ones remained and looked around from where they stood. Fluttersnake noticed that there really were no other ponies in any of the cells. Just the old pony was in here. Who was that older pony anyways? It was too dark in here to see what color he or his mane was, and the cloaked ponies didn’t turn on any lights. The room was lit by moonlight from small windows on the ceiling. Thunderstar then turned almost in the direction of Fluttersnake’s hiding spot and spoke to the other hooded pony.

“I believe we are beginning to run out of weather resources… And ideas on how to get new ones…”
Now the smaller hooded pony finally spoke, “We could always use the girl…”

“Yes, I will look at that idea, actually, I have something better to show you” Thunderstar replied.
With that mark, the two ponies left the room heading the direction of the first two. Fluttersnake then got up from his hiding spot and sneaked over to the door the other ponies left from. He entered the hallway and checked it for guards. The hallway was clear and he headed the direction of the hooded ponies voices. The group stopped in an interrogation or meeting room, Fluttersnake wasn’t sure from the little window that led inside. He saw the old man strapped to a chair and was being tortured in the room. In the rooms light, Fluttersnake noticed that the old pony had a bright golden coat and a fading dark blue mane. Those colors… So familiar... But it can’t be… no.. it-it isn’t! But I have to save him either way! Fluttersnake grabbed his butterfly call and blew into it. It made a soft, cute little hum as he blew into it. He knew he had at least 10 seconds until they arrive at the spot he blew it, so he carefully as not to be seen placed explosives on the window, readied his gun and prepared.

BOOM!!!!!!!!!! The window exploded in a loud boom and one of the shards of glass stuck into a masked pony in the room. He screamed as it hit him in the neck and blood started squirting out of the wound. Immediately a swarm of butterflies flew in through the broken window and startled the other ponies in the room. Fluttersnake readied his gun as the door opened with the masked ponies looking around trying to find out what is going on. Fluttersnake took advantage of their confusion and tranquilized both of them. They fell to the ground immediately and Fluttersnake ran into the room. He was too late, it was empty aside from the butterflies. He looked around and found a hole straight through the ceiling to the sky. He cautiously flew up and out and saw the two hooded ponies carrying the old pony towards a carriage on the roof. He started to sneak up to them but they were already getting on the carriage.

“I knew someone was following us.” Thunderstar said as he slowly turned to Fluttersnake, who had the tranquilizer aimed at him.

“What is going on here!? Why are you taking the ponies from here? With all these ridiculous charges placed on them?”

“Oh, silly colt, you already have seen too much, I might have to kill you. Hahahahaha!” The hooded pony cackled. Fluttersnake stepped back and fired a shot at the dark pony in front of him. In the blink of an eye, the pony disappeared before being hit and suddenly Fluttersnake got punched in the back of the head. He fell forward but quickly recovered.

“How in the hell did you do that!” Fluttersnake exclaimed.

“Hahahaha! Careful who you play with colt! I’m just getting started!” Thunderstar launched forward with a hoof-punch. Fluttersnake narrowly dodged it rolling to the side. Shit this guy’s fast..I don’t know if I can take him here…. Another punch, another narrow dodge.

“You getting tired? Or scared? If you’re scared, this is just nothing! I’ll show you fear!” Immediately after speaking, Thunderstar flew into the air extremely fast and dive-bombed towards Fluttersnake. Fluttersnake jumped out of the way early enough, but when Thunderstar hit the ground, a huge boom of thunder was created which dazed Fluttersnake for a little while. Thunderstar used this time to grab Fluttersnake and flew over one of the chimneys.

“Enjoy getting yourself out of this little colt!” Thunderstar dropped Fluttersnake down one of the many chimneys on the roof, his maniacal laughter echoing through as Fluttersnake fell.

Chapter 3: Fate and Fear

Chapter 3: Fate and Fear

Chapter 3: Fate and Fear

I hate blood tests… They always hurt for the rest of the day. Rainbow Dash thought as she finally got back into her room in what felt like days. She layed down onto her bed and then fell asleep (although she was trying to stay awake). When she woke up in the morning, she went downstairs to see if her parents were home. She saw her mother eating a sandwich. No dad home, typical. She went over to start making herself some food.

“Hey mom, when’s dad getting home today?” She asked her mother.

“He is home, but he’s busy downstairs… There is.. Something he wants to show you I think. Has something to do with your tests yesterday.

Rainbow Dash was excited now that her dad was home in the morning, that hasn’t happened in a long, long, time. She went downstairs into the basement entrance where a large heavy door protected with passwords stood in front of her. She was never allowed down here because she could get infected with all the bad chemicals and viruses her father worked with trying to make new cures and such. She waited for a little while until her father came and opened the door for her. She went up and hugged him as soon as she saw him but he had a grim look on his face.

“Dad, what’s wrong?” She asked.

“I don’t think you want to know Rainbow… It’s about Fluttershy…”

Rainbow Dash assumed the worst, “Oh no dad what happened? Is she still alive?”

“It’s worse than death dear… She wrote us a note… She blames us for her fall and said she hated you and if you ever see her again she’ll hurt you… She said she pretended about the whole shy thing, it was just a trick to use us… especially you… I’m so sorry Rainbow Dash…”

Rainbow Dash had another flood of emotions. She felt guilty for knocking her off that cloud, she felt confused because Fluttershy wouldn’t hurt her only friend, and she felt anger that she used her family for her own benefits. Rainbow Dash knew that Fluttershy’s garden and mini house costed a lot of money from her parents… In two more years, they were going to graduate flight school together. Now Rainbow Dash will be alone or have to make new friends. Her anger grew over all the other emotions now.

“I will make her pay for using us! And for using my family! I will have revenge on hers!” Rainbow Dash said in frustration.

“Rainbow Dash, we can’t blame her family for all this, her parents were nice people.” Her father gently stated.

“I don’t care about her anymore, we did everything for her and this is what we get? I’ll um… I’ll probably kill her if I see her again!” Rainbow Dash replied.

Again, her father spoke in a soft voice, “Now Rainbow Dash, killing isn’t nice.”

“Dad, she used us, she made me feel like a fool not even realizing I was on radio! I should’ve said yes to that mare, and if I see her I will kill her!” She was very annoyed and angry now.

At that statement, her father started heading into the basement Rainbow Dash never was allowed to see before. Confused somewhat, Rainbow Dash started to follow. They were going along this long underground path with tons of strange technological stuff that Rainbow Dash has never seen before. It seemed like miles, but eventually they entered a strange facility with pipes and chains and many other technological stuff.

“Where are we dad?” The young filly asked. She got no response. They went into some separate offices and then Rainbow Dash noticed signs posted all over reading DANGER or TOXIC and other related things that spelled out to her that this wasn’t a place to play in. Then they entered a larger room. They were standing on a scaffolding looking over an empty room down below, except for some giant machine and six large vats of different colors.

“This is where I work Rainbow. I am the manager here, and this is my factory.” Her father finally spoke.

“Um… cool? So what exactly do you do here? Make pudding?” Rainbow Dash was now more confused than anything else.

“No Rainbow, but that would be fun too… We make rainbows here.” A spark of insanity appeared in her father’s eyes as he spoke the last sentence.

“Oh! Rainbows! That’s totally awesome dad! I wanna make a rainbow! But why did you keep it a secret? Wouldn’t you want to tell anyone?”

“Now this is the part where you just have to trust me and not be scared, dear, can you do that?” Her father said while getting lower to look her in the eyes.

“Of course dad, what’s to be afraid of?” Rainbow Dash said excited to learn about real rainbows. Her father took a deep breath.

“A long, long time ago, Princess Celestia banished Princess Luna from the world and trapped her into the moon. Luna’s duty to Equestria, the raising and lowering the moon, needed to be done by Celestia due to Luna’s absence. Celestia already had the tasks of raising the sun and bringing rainbows to all ponies. But when Luna wasn’t there, Celestia had to take care of the sun and moon and gave authority of the rainbows to powerful unicorns. However, eventually those unicorns became old and their magic was weakening. They needed to find another way to create Spectra, the individual colors of a rainbow, so they searched for the smartest engineers around and found an engineer named Dr. Atmosphere, a colt at the time, but was smarter than most stallions I know at his age.” At that point a young stallion wearing a lab coat came in.

“May I finish the story Sir?” The stallion asked.

“Not today, Dr. Atmosphere, i’m sorry.” Rainbow Dash’s father replied and continued the story, “As I was saying, Dr. Atmosphere here figured out a way to extract the Spectra, this pure color, from things using a machine. But we tried using many things to extract from, but nothing gave us colors good enough for rainbow use… We tried with flowers, with butterflies, with bunnies, birds, squirrels, we tried every pure substance in Equestria, except one… We had sworn not to use ponies. It was cruel and evil for our intentions, but as time was running out, we were left with no choice. The last heirs of the great rainbow unicorns were dying out, so we took a pony from the prison, a pony who was known for a mass murder at the time and was sentenced to stay in the jail forever. There was no hope left in that pony when we asked to use him for this scientific breakthrough. He agreed even knowing that he could die in the process. He was old and pleading for forgiveness and we gave in. We found out what the machine truly wanted, what it’s preferred main dish was… Our machine needed to be live ponies. We learned quickly that magic and Spectra ran freely together in pony DNA. At first it was a horrible conclusion, having to use ponies to get perfect quality colors, but over time, we realized that it was a good way to enact justice on ponies who broke major laws. Back then, it was common, but over time, we got rid of all the criminals… We had to improvise. We created new laws, more harsher, laws. That’s why your mother runs the police and news here in Cloudsdale. I became a doctor and brought in terminal patients or ponies stuck in coma that were allowed to be taken off of the life support. But, we’re running out of ways to get more ponies…. I need your help because one day, you will take my position.”

Rainbow Dash was stunned. She was horrified of the fact that ponies were being killed here every day! But was curious about the whole process and wanted to know more, even to help clear the world of criminals. She could be like a superhero! But she didn’t want to kill anyone… But wait, I do want to kill someone… Just one….. Fluttershy… She betrayed me after I helped her! At that, her anger returned and didn’t care about anything else except exacting her revenge on that traitorous filly!

“Dad, I only want to kill Fluttershy, and that’s it. She was the one to hurt my feelings and we need to do justice! I want her found and killed!” Rainbow Dash said angrily.

“It’s about time, my daughter, we eliminate that family.”

Rainbow Dash was confused again, “But I said just Fluttershy dad. Nobody else.”

“Rainbow Dash, did you know that her parents were criminals?”

“What? They are? Is that why they had to leave?”

“Yes, but they didn’t leave, they were put in prison. In exchange for their daughter’s life, they went to prison.” Rainbow Dash’s father explained. “Fluttershy was born on the day Celestia came into town to open the new hospital. Nobody was to use that hospital but Fluttershy’s parents snuck into the back of the hospital and used its facilities. Her father was another doctor I worked with and knew how everything worked. I found out two years later and had to fire him. Your mother noticed a law stating if anypony was in the hospital while Celestia was in Cloudsdale that day, they would go straight to prison. They must have found out before they were taken in because they begged that we would take care of Fluttershy but to change her name so she wouldn’t be sent to prison. “

“So I have to find her and bring her here to enforce justice on her. I will find her!” Rainbow Dash said.

“First, I need to know if you can go through with putting someone in the machine.”

Rainbow Dash replied, “Of course I can, I have to!”

“Can you take care of her father to prove so?” Her father persuaded.

“Well, he broke the law and I’m angry with his daughter, so sure.” Rainbow Dash emotionlessly said.

Her father then made two distinct stomps on the ground and two masked ponies came in with an old golden pony with a faded dark blue mane. He was strapped to some kind of lift on wheels and they gave it over to Rainbow Dash. She took it with a blank look on her face. No emotions ran though her. It was the same way she dealt with blood tests and it worked, so why change it? She wheeled him to the opposite side of the scaffolding and opened a part of the fence that was over the maw of the Spectra machine.

“Any last words Mr. Fluttershy?” Rainbow Dash asked.

The old pony replied, “You are ruined child and can never find the same friendship you had with my daughter.”

This enraged Rainbow Dash. She turned the old man around to face her and bit all the straps off with her teeth and turned around and bucked him into the great machine. She turned and watched him fall in, being crushed, ripped apart, stabbed by machinery that sucked whatever life he still had left in him out. Blood spewed out of the top of the machine all over the cyan filly. Her shocked staring turned into a look of content, which turned into a look of happiness, which turned to an overjoyed face of madness. Nothing remained of the old pony except the beautiful colors being spit out into the yellow and blue vats of color. When it was all over, Rainbow Dash was happy. She hadn’t felt anything like this since she got her cutie mark, which was actually tingling in memory of it, or a second half was finished of it, she didn’t know, she didn’t care. She was happy for the first time in what seemed like weeks, even if it was only two days. It was time to search for Fluttershy!

When Fluttersnake woke up, he realized he had injured his left wing. He was in a great deal of pain and needed medical attention. He was back in the unused kitchen and it was almost morning. He stumbled out the back door somewhat uneasy about the fact that all the guards are gone. He needed to save that old pony, He reminded Fluttersnake of his father in looks, but he couldn’t be that old if that was the case… It’s been so long but he wasn’t going to take any chances.

When he got into the main town some of the older ponies just stared at him, some looked confused, some with disgust. What’s up with all them? They don’t know me… Unless they think I’m my sister… I know she’s not too good a flier but I’m sure she never had people stare like this just cause of that… Fluttersnake made it to the hospital finally after all those stares and was taken in to be fixed up. The doctor working with him finished and gave Fluttersnake some pain relief medicine. As Fluttersnake was leaving, he saw a doctor who had a cyan blue mane rushing out the door. Why was that guy in a hurry? I wonder if he knows anything about Thunderstar. Fluttersnake stalked the doctor all the way to a large mansion that everyone knows who owns. I followed Rainbow Dash’s father? Oops… Wait! He knew my father! If I can manage to get his help, I can save that old pony if he really is dad! Fluttersnake snuck into the house using an open window on the second floor. It was like trotting into an acid trip. Colors and rainbows were everywhere, including various posters of the Wonderbolts. This must be Rainbow Dash’s room… only fillies like her would have the Wonderbolts on her walls…Ick…. He snuck downstairs and saw a colorful haired mare sitting facing outside half asleep. He snuck past and went downstairs to a metal door left slightly open. He entered not knowing where this went shutting the door quietly behind him.

He went down the long hallway until he reached some offices. He cautiously looked around them for random information he could use. He didn’t find anything too interesting until the third room where he found files of all the criminals in the prisons for the past 15 years. He searched through it until he found what he was looking for. His father was accused of some ridiculous felony same with his mother. But it said that she was terminated. His father was going to be killed! He had to stop whatever was going on here! Then, there was noise outside the door of something loud crashing and whirring and other industrial noises that doubled in volume. He snuck into the room and saw the pony with the cyan mane, two masked ponies next to him, Rainbow Dash, and blood squirting out of a giant machine in the middle of the room. Fluttersnake pulled out his tranquilizer and fired at Rainbow Dash, the pony who killed his father. This notified all the other ponies in the room. The two masked ponies ran towards him but were both tranquilized before they were within 10 hooves away. The cyan mane pony looked at Fluttersnake.

“About time you got here! It’s time for you to join this man in a beautiful rainbow!” The doctor said while laughing maniacally.

“Who was that man you had your daughter kill!?” Yelled Fluttersnake

“I killed Fluttershy’s father! He broke the law and I dealt him justice, and Fluttershy is next!” Rainbow Dash exclaimed.

Confused, Fluttersnake took a few steps back lowering his gun, “How did my tranquilizer not work on you!?”

“Ahahahahaha! You foal! I made sure she was immune to things like that! I knew that one day, it would be necessary! And now you can die with the rest of your family!” Then Thunderstar charged towards Fluttersnake and hit him full force. Fluttersnake was stunned so bad he couldn’t move. He was hit full force by the sound and shockwave of Thunderstar’s attack. Thunderstar picked up Fluttersnake and dropped him in front of Rainbow Dash.

“Do it my child, throw him in!” Thunderstar commanded excitedly.

Rainbow Dash saw the last memories of Fluttershy run through her head. She missed her friend, but doing this will soothe her mind. This ponies’ resemblance to her friend would be close enough to Fluttershy if she made herself believe he is her right? She didn’t want to kill him though… He wasn’t her. Just then, Thunderstar lost his patience and took Fluttersnake and was about to throw him in. NO! You can’t kill him, it’s my job! I have to do this father!! She instinctively turned around and bucked in their direction. She heard a loud, painful scream. She accidentally pushed her father in! OH NO!!!!! WHAT HAVE I DONE!!!!!!! NOOOOOO!!!!!!! “FATHER!!!!!!!!!!! NOOOOOOO!!!!!!” She shrieked.

Her father became a mangled mess but Fluttersnake was barely holding onto the scaffolding, also screaming in pain. Blood was everywhere. Fluttersnake was covered in Thunderstar’s blood and his own, as he got cut up severely on his back legs. Rainbow Dash closed her eyes and pulled Fluttersnake out. She too was covered in blood. She opened her eyes after bringing Fluttersnake up and out of the machine. His lower calves of his back legs were shredded, blood was pouring out of the wounds.

“R-rainbow, don’t take it out on my sister, promise…. Leave…. Her…….Safe…..Ponyville…” Fluttersnake spit out between coughs and his whole body shaking.

“I promise, but I have to continue my father’s will. I still hate her, but I promise not to hurt her.” Rainbow Dash replied.

“Th-thank….. you…….” Fluttersnake said, his life nearly gone.

Then she whispered into Fluttersnake’s ear as the last thing to run through his head, “But from now on, this place will be known as the Rainbow Factory, and not a single soul will ever get through.” With that, the young filly let out a laugh even more insane than her father’s laugh, the laugh echoed throughout the entire factory……

Epilogue: Beginnings and Regulations

Epilogue: Beginnings and Regulations

Epilogue: Beginnings and Regulations

Knock, knock, knock! Sigh, I hate having to do this job…. The messenger pony thought to himself.

“Hello? This is Fluttershy’s house. May I help you?” The yellow, pink maned filly answered.

“ I’m sorry about this, but you are needed at a funeral…” The messenger pony replied.

Fluttershy’s expression immediately turned grim, “For who?”

“It’s for Fluttersnake. He died on duty trying to keep Equestria a safer place for all pony folk. E.Q.U.I.N.E. wishes the best for your family…” Then the messenger pony left as Fluttershy collapsed on the ground. She had nobody now. No family, no friends here other than the animals. Nobody to talk to… Unless she could find Rainbow Dash again…. She could help her though this.

Rainbow Dash was sitting in her new office, sprucing it up a bit, when she had an idea. I know how to get rid of stupid backstabbers like Fluttershy! I can make rules that for all students who don’t pass flight school they get sent here! It would be perfect, and there will always be just enough to keep a good supply of rainbow! She set up a meeting with Dr. Atmosphere, who did research on using fillies. It worked even better and created purer Spectra than adults or old ponies. Rainbow Dash was enjoying her new job, too much sometimes…. However, she kept normal life running just fine….

After long amounts of Fluttershy tears, she finally calmed down only 2 days after the funeral. She and Rainbow Dash were good friends once again (They had to be or else Rainbow Dash would feel like she can be found easier if all of the Fluttershy family is gone, so she kept this one member alive). They were out for a trot when Fluttershy asked,

“Hey Dashie, where are your parents? I haven’t seen them in a while.”

Rainbow replied, “Oh, you know… Um… flyin’ around”

“Um… Ok, and I have a more serious question… What do you think happens when we die?”

“You still thinking about your brother?”

“Well, I mean in general.”

“I believe that everyone who dies becomes part of the rainbow.” Rainbow Dash casually says.

“Huh, I wonder if my brother is in that one. Well, if he really is part of the rainbow, at least he’s with mom and dad somewhere and I’ll see them whenever it rains.”

Rainbow Dash chuckled to herself. “I doubt he’s with your parents… But I know mine are up there….”

“Oh yeah, I heard there was a freaky fire at your old house…. Sorry that it happened…”

“Oh, it’s ok, I’m a strong pony, I won’t cry ‘bout it anymore…. Beautiful aren’t they...” Rainbow Dash said while pointing out the rainbow above them.

Fluttershy replied, “I guess, I’m not much of a fan of rainbows….”