Rainbow's Revenge

by Willow Arqueiro

Rating: mature
Tags: Scootaloo, Adventure, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Sad, Rainbow Dash
Length: 7383

Sequel to Rainbow Factory

If you HAVE NOT read Rainbow Factory, DON'T read This!!!

This is my version, with authors approval, of what i think RD should remember and do.

This story does not at all reflect on AuroraDawn's original story, we are two different autors and if you like her's but not mine that is the reason.

Published 2012-09-10 08:44:02 UTC
Last updated 2012-10-02 23:58:09 UTC

Loyalty to Friends

          Everyone sat still and silent after Scootaloo uttered those words

         "What do you mean my eyes are beautiful!?" shouted Rainbow Dash.

          "The eyes that looked at me with love and appreciation like the sister I believed and wanted you to be!" she threw into RainbowDash’s face.

           RD stepped back incredulously, "You FAILED me! I taught you all I knew, I did love you and you showed me you didn't care by failing!"

          "I only failed because I chose to keep my loyalty to my friend! I thought you of all people would understand." she finished quietly, then said, “I only wished you would remember the loyalty between us". Scootaloo hung her head down feeling defeated.

             Dash was leaning back, unbelieving what she was hearing. Scootaloo raised her head and looked into RD's eyes pleadingly. RD just stared back. Scootaloo's shoulders drooped more, giving in. Scootaloo was about to drop her head when she saw the smallest of sparks flash in RD's eyes. RD's eyes softened and gazed at Scootaloo between the black garbed guards. She gave Scoot a lightning wink where one eye closes a hair before the other, so fast that she thought she imagined it.

             The Dash’s eyes hardened again, "Chain her up to the machine!" she ordered. "No, wait. On second thought, I'll manually feed her to the machine myself". She turned and walked up the stairs to the walkway that led to the blood stained entrance of the machine.

            The guards pulled Scootaloo forward and dragged her up the steps, stun gunning her when she resisted.

            She walked silently with her head and shoulders down in submission. All the guards below watched silently, anticipating what RD was going to do. Rainbow Dash stopped at the end of the walkway that hung over the mouth of the machine back turned to her. She turned and approached Scootaloo and took her from the guards who followed close behind. Scootaloo got to the edge and RD put her hooves on Scootaloo's back.

             "Sorry for all of this," RD said softly.

              Scootaloo turned to look into Dash's eyes seeing them soft again and said, "Just do what you have to do". That seemed to shake RD who turned her head away from Scootaloo.

              Violently and suddenly RD exploded back, crashing into the two guards, landing on one and kicking the other in the jaw, breaking it, and sent him tumbling into the machine below. Rainbow forcefully relived the remaining guard of his Taser and knocked him out.

        "Well?" she turned to Scootaloo, "Let's fly!" She leapt off the walkway and spread her wings to soar over the machine and land by the heavy door that led out of the room. "Come on!" she yelled already fighting off guards that were trying to stop her from opening the door. Scootaloo closed her eyes and imagined she was back in Cloud's Dale doing a little hop of a flight. She launched herself over the machine and flew over to where RD was effectively taking out the guards. Her Taser pulled out to the longest position, flashed and dance around the guards’ defensives. She would fight on three legs, or two, depending on the opponent and would sometimes hover and dispatch them from above.

         Scootaloo landed and immediately started to open the door while RD kept incapacitating the guards. She jammed the door open and called to RD, "Door's open time to go!" Rainbow cracked her front hoof on the guard's face she was fighting and sprinted to Scootaloo racing past while Scootaloo hurriedly followed and closed the door with a thud and locked it.

          RD was waiting close by, and hugged Scootaloo until her ribs hurt. "I'm so sorry, Scoot! I really tried to hold on to a normal life with you but I didn't realize how badly I failed!" She sobbed lightly on Scootaloo's shoulder, tears running down her bloodstained face.

            "We aren't out of the woods yet," she said, calming herself down. "Let's get out of here while we still can.”

        Rainbow took off at a gallop with Scoot next to her. "How long before they come after us?" she asked.

        “Depends, could be now or a little later, apparently now" RD said as three guards raced around a corner charging at them. Dash let out a savage cry and flew into one downing him immediately and lashed out as one of the others leapt on top of her. The remaining guard seemed unsure of what to do and stood there. Scootaloo charged at him and bowled him over, then, leaping on top of him, pummeling him with her hooves. Rainbow kicked off the guard that was on her then leaped on him kicking his head once to knock him out. "Take their clothes, it might make it easier if they see  two "guards" running than you and me, albeit I'm a little covered in um...a..." stuttered Rainbow Dash.

         Scootaloo hastily pulled on one of the guard uniforms and they took off running again this time down some stairs out of the restricted area and into the public allowed part off the facility. Two guards were guarding the bottom of the stairs. Not breaking stride, they jumped off the stairs to land on the guards’ backs and incapacitated them. They charged around a corner trying to get to the exit of the factory.

       Guards poured down the stairs after them, yelling for them to stop. They ran through the maze of corridors and twisting pipes and spotted the glass door that led into the lobby. Guards charged around the corner, spotted them and sprinted, trying to stop them from leaving the building. Rainbow poured on more speed that was matched by Scootaloo and together they smashed through the glass door soon tumbling and falling onto the floor. Scootaloo rubbed her head and stood up next to Rainbow who was standing with her mouth open, staring at the school tour group that was checking out. The young Pegasus fillies screamed at the sight of RD and her blood stained body, they recognized her by the patches of her rainbow mane that weren’t covered in blood. Their teacher stared at them with her mouth open. Miss SureFlight. She had taught both RainbowDash and Scootaloo and instantly recognized them. RainbowDash shook her head and ran out the main door into the darkening day outside. "Where do we go now?" Scootaloo asked RD nervously.

           "Well we sure as hell aren't going back in there," she thought about it, "We need to get back to Ponyville as fast as possible without them being able to follow us." she mused, "But how?" she asked nobody in particular. The doors behind them exploded and guards raced out desperate to catch them.

            "Over there!" yelled out Dr. Atmosphere pointing at them.

            "Follow me!" shouted Rainbow Dash who flew up above Cloud's Dale with Scootaloo right behind her. The guards gave chase but soon fell behind the faster ponies running away.

           "What are we doing?" she asked into the thinning air.

           "Gaining altitude to dive down to gain speed," RD answered and soared up a little higher.

           "You don't mean...” Scootaloo started.

           "Of course I do! Stay right behind me in my wake and whatever you do, don't leave the wake." the guards were still relatively low, barely above Cloud's Dale waiting and watching to see what the duo were going to do.

            "Three. Two. And one." With the final number, RD pointed herself down and started pouring on speed. Scootaloo stayed no more than a foot behind her, feeling the air form a small "bubble" around her. Scootaloo saw the water in the air start to form a thin barrier in front of RD as she went faster. RD shot out her legs for Scootaloo to hold onto and hold on she did. She watched the thin water barrier in front of Dash become more aerodynamic and the edge move past her waist.

            Ten feet above the group of guards Dash lived up to her reputation and shouted "Sonic Rain BOOOOOOMMM!" As she said ‘Boom’ she broke the sound barrier and creating a rainbow circle spreading out in every direction. A split-second later a rainbow appeared that stretched out behind them. They blew through the guards sending them reeling and falling towards the earth.

              Dash turned and sped off towards Ponyville. All Scootaloo could do was hold on as everything blurred around them from speed while dusk turned to night.  Upon getting close to Ponyville, Rainbow slowed down to a crawl. "I've never flown the Sonic RainBoom in rain before and don't want to chance a freak accident." she said exhausted.

              "Don't even bother, I know that was the farthest you ever even thought of going in RainBoom fashion. Plus you were dragging me behind you." Scootaloo pointed out gently. "Now, let's fly through this depressing rain to your house."

                 They headed over Ponyville under the pitch black clouds that were pouring rain all over Ponyville and the surrounding land. Scootaloo watched the rain start to wash off the blood that still stained RD, she wasn't even sure that flying through this rain would wash all that blood out. As they flew, hunks of coagulated blood fell off RD revealing parts of her mane and coat. They flew up to the front door of RD's house and landed on the porch, blood pouring off RD making little red puddles and hoof prints on the cloud bank. RD opened the front door while Scootaloo watched some of the blood flow off the edge of the cloud.

           "Come on in, It's not like you've never slept here before," said RD who was almost asleep on her feet.

           Scootaloo walked in and looked around the foyer which used to be inviting and comforting but now seemed creepy and sinister. "Won't Dr. Atmosphere be able to come up and in here with his cronies?" she asked nervous to even think about sleeping here.

            "Nah, Twilight had put a ward around this cloud that keeps any Pony, with any intent other than being my true friend, out." She said tiredly. "As it is, I'm going to be sleeping with one eye open and a hoof shank close if not on my hoof," she added. Scootaloo looked at her mortified. RD just ignored her expression, "There's some weapons in that closet if you feel the same." she pointed to the door to the closet in her room. Scootaloo opened the door only to find a closet filled with what looked like a Wonderbolt shrine. She looked back at RD who smiled faintly, "Pull the third first plate cup from the left." she did so and the shrine slid back into the wall and the ceiling lowered to ground level showing rows of weapons, body armor, and tactical gear. "I find that hoof shanks are the most comfortable to sleep with." she said collapsing onto her bed. Scootaloo picked up one of the shanks and held it up wondering how to hold it. "Put the base of the shank in your hoof straightly and strap the base around your wrist." she explained.

              Scootaloo found the base which was a circle to fit inside the cup of the hoof and the straps held it there.

            "Now just fold the blade back behind your forearm."

             Scootaloo did so and the blade detached from the base to bend and rest locked in this "safety" position.

             "Thanks," she said not knowing what else to say. "I'm going to sleep in the spare bedroom next to yours,”

              "Ok night," was all RD said.

               Scootaloo left and closed the door behind her and turned into the plain little spare bedroom. She flopped on the bed and soon found a comfortable position but sleep was not going to be that easy to acquire. The adrenaline rush that had propelled her out of the Factory had also pushed the memories to the back of her head and now they all came back. Each one a face of the fillies that had died there, the biggest one being Orion who just hovered in Scootaloo's memories. She did her best to push them to the back of her head and tossed restlessly. After the memories left completely she heard a soft sound coming from the other side of the wall. She got up softly and pressed her ear against the wall and heard Rainbow sobbing heavily and saying "What have I done?" and "I'm a monster" to herself.

               Scootaloo returned to her bed and blocked out RD's crying to finally get some sleep. Too bad it was filled with nightmares.

The Next Morning.

         "RAINBOWDASH!!" Scootaloo woke up and bolted out of bed. She threw open the door, hoof shank at the ready and pointed at Twilight Sparkle who had her head in RD's door partially. She yanked her head out and saw Scootaloo with the blade and bloodlust in her eyes and was sent reeling over the table in the living room.

         "Twilight! Wait!" called Rainbow who charged out the door, “I can explain!" she ran out and was confused to find Twilight hiding behind the coffee table and looked back to Scootaloo and said, "Put that up, you scared the shit out of Twi."

          "Twilight? Are you ok? I heard a crash from up there?"

           "All's fine Spike, RD apparently has a little explaining to do is all." she said, not moving from behind the table. "Okay then, I'm coming up." he said.

             Dash sighed and said, "Might as well, a teenage dragon could greatly benefit my plan."

              "What plan?" asked Twilight," and why are you both covered in blood?" she asked with horror as she realized that Scootaloo was also covered red in spots.

             "Why did you come up here Twi?" RD asked really not wanting to have this confrontation.

            "Me and Spike saw a trail of blood through Ponyville and followed it to your place where it dribbled of the edge by the front door." she said timidly. "I feared the worst and Spike threw me up here to find out what, now tell me why you are both covered in blood!"

             "I'm not covered in the stuff, so I'm going to see what else you got in you armory," said Scootaloo. "'Cause we are going back right?"

            "Of course we are, we're going to shut down the Rainbow Factory once and for all." RD said.

            "WILL SOMEPONY TELL ME WHAT'S GOING ON!?" shouted Twilight enraged now.

            "Depends, do you want me looking like this?" she gestured to herself. "Or should I clean up first?"

Twilight shook her head, “No, I've already seen you two and Spike is a Dragon after all."

                With Twilight saying that the front door opened and Spike walked in. Legend says that the only way for a dragon to grow is greed but the legend left out science. Spike had hit puberty and grown practically overnight to a good two feet taller than Big Mac rearing. Spike had also grown wings which now rested folded on his back. His skin hard grown harder turning into armor, which was supposed to be able to stop anything a pony could dish out. He turned his head towards the bloody duo and his eyes widened a little but he said nothing. RD turned back to Scootaloo and looked at her pleadingly, "Please stay, Scoot. I don't know if I can do this alone,”

                  Scootaloo sighed and sat down on the now righted coffee table. Dash began from the beginning when she was recruited after the Sonic RainBoom incident. She began to explain what happens to the flight school failures and how Scootaloo ended up there. She left out the part of her losing Sanity and barely being able to retain it. Throughout the telling she stole glances at Spike and Twilight. Spike just sat and listened impassively while Twilight listened and looked on incredulously.

                  When RD finished, she stood up and shouted at the ceiling, "What the FUCK Celestia!? How could these monsters keep this up for this long? How could she not know?!? We have to stop them at once! When do we leave?" she asked RD.

                "We?" Dash asked back, "No way, me and Scoot are going back to settle a personal problem. We are not bringing any other Ponies into this!"

                "Too late" said Spike, standing. "I'm gonna go back to the library and get my 16th birthday present." He grimes maliciously, "I've been dying to try it out but I knew Twi would never let me."

                With the last few words, Twilight looked over at him with one eyebrow raised. "Would this present be a highly dangerous piece of dragon equipment?" she asked innocently, and he nodded. "You thought right" she said and turned back to RD,"We're coming whether you like it or not." she glanced up and down RD, "But before we do move out, clean up bit will ya?”

                RD walked into her room without a backwards glance and they soon heard water running.

                Twilight walked over to Scootaloo and but an arm on her shoulder, "I can't even imagine how hard this must be for you."

              "I don't even know if I can go back," she said almost crying. Knowing that going back would make the memories and nightmares back in full force.

              "I know, it will be hard, but I promise you this, if you don't suit up and come with us you will feel like you failed all those Ponies that died there. And you will never forget it."

"Ok," Scootaloo sniffled, "Let me go get ready"

1 hour later.

                 When RainbowDash came out of her armory she was wearing a bullet proof suit that covered her chest and abdominals and went all down her back. Under that she was wearing a black long-sleeved shirt. She had a hoof shank on he left hoof with the blade folded and hidden under the sleeve. She had a single edged dagger on her left shoulder for her right hand. A long handled taser was strapped to her back with the handle above her right shoulder. To top it off, she had a hand gun attached to her under her chest. She headed over to the table where Twilight and Scootaloo were planning. Twilight had borrowed a combat vest but declined any weapons, instead she would be relaying on magic and her potions which were in numerous vials strapped all around her body.

                Scootaloo had acquired another hoof shank for her left hoof and had holstered two Tasers onto the back of her vest. They all wore matching black and all had black combat pants on. As RD drew closer to the table she asked, "Is there any back entrance or secret passage that will allow us access?"

                "Not that I know of. Beside the Factory main entrance there is a door beside that one that bypasses the lobby. Only problem is that it is generally heavily guarded, I wouldn't want to go in that way." explained Dash.

                "Well then, looks like it's a straight assault through the front gates of hell." said Scootaloo.

               "Did someone say straight assult?" asked Spike who was walking in. RD turned to look and her jaw dropped. Spike was wearing a full suit of legendary Dragon armor, forged by dragons themselves who used a closely guarded secret to temper the medal even stronger then Titanium.  He strutted in. Only Twilight ignored his entrance, "We can't do a straight assault. We'd be stopped by an overflow of guards."

               "Well then," said Scootaloo, "How do we get in?"

     Twilight thought for a moment, face squinted in thought. "The only way we could even get close would have to be by surprise and they are going to be expecting us, so how. I know! Everyone grab your gear and meet me on RD's top porch!" Twilight grabbed her trench coat and raced up the stairs. RD and Scootaloo followed albeit more slowly taking time to put on their coats to cover up all the combat gear they had on. Spike stayed behind them and didn't bother with a coat, he was just going to show up in his armor.

               RD came out onto the roof where Twilight had drawn a quick circle. "Het Dash, how far away is Cloud's Dale and which direction?" Twilight asked. "Roughly 120 miles to the Northeast I think." Answered RD.

              "Ok, form up on me" she said and moved to the center of the circle. Dash and Scootaloo went to both side of her and a little back while Spike just stood behind her. "Spike won't get there when the three of us arrive, the bigger you are the slower you travel," and with that Twilight summoned all her magic and a glowing white ball appeared on the end of her horn. Her entire body tensed and her eyes were clamped shut as the ball got bigger, encompassing the little group. When the bubble completely covered all of them, Twilight opened her eyes. They were a pure glowing white as the Magic coursed through her and into the bubble. Twilight held the Magic a little longer and then released with all four of them disappearing in a flash of light.

Avenging Rainbow

    With a bright flash the three ponies materialized in the factory's main lobby. Twilight slumped her shoulders and nearly fell over, physically drained. RainbowDash looked around, "I was wishing that we'd be a little closer but this'll do." She walked up to the front desk flanked by Scootaloo and a Twilight that had regained enough will power to move.

    The front desk manager had regained enough composure after having three ponies appear in the lobby dressed in heavy black to ask, "Um, hello. Do you have an appointment?" the nervous mare reached under the desk and pressed the small red alarm button unseen to the avenging three.

   "Actually, we do. I believe we have a very important meeting to have with one Dr. Atmosphere. Can you tell him we've arrived?" asked Dash, sounding civil enough.

    The mare behind the counter started pressing the button more rapidly, she gasped as she finally noticed the unruly rainbow mane that adorned the speaker. 'Oh please get here soon guards,' she thought, 'like now!'

    The glass door that Dash and Scootaloo broke through on their way out was thrown open as guards flooded into the lobby. Scootaloo swung both her hoof shanks into position and reared, front hoofs in an attack stance. Twilight's horn began to glow as she picked two of her vials, placing one in each hoof. RD grabbed her knife in her right and readied the hoof shank on her left. The guards were carrying mainly night sticks, but RD spotted a few flashing blades and humming tasers.

    The guards piled into the room, cramping the space except the area where the three were. Leaving enough distance between them and the three to stay out of weapon range, they sat there. No one moved, no one talked, no one dared ignite the spark to this powder keg.

   Sweat dripped down Scootaloo's face, and she shifted her posture around. Dash was the first to grow tired of the stalemate.

"Awww hail yeah!" she cried as she flung herself into the mob of guards with Scootaloo right behind her. All sibilance of order vanished, being replaced by a swarming, violent melee. The avenging two hoof to hoof fighters quickly pulled back to Twilight, protecting her by lancing out and killing anything that came in reach. Twilight hurled one of the vials and it exploded in a bright flash, blinding the guards in the immediate vicinity. She hurled the other vial which blew much more powerfully; throwing the blinded guard across the room to land slumped on the floor.

   "What the hell is that stuff, Twi?" asked RD as she spun and kicked  a guard in the jaw that had gotten two close.

    "Boom juice! Zecora showed me how to make it," came back the strained reply as Twilight hurled another into the crowd.

   "Fucker!" cried RD as a guard got close and hit her left forearm with a nightstick. She hooked her left hoof around and sunk the shank into his shoulder. Using it like a handhold, she yanked him closer and stabbed her knife into his throat from the side and yanked it out forwards, severing his larynx.

    The skirmish was going well from a statistic view; the avenging three were incapacitating guards by the handful, but there was just too many guards and the three got pushed back against one of the walls.

    A guard slipped under Dash's guard and sliced the straps holding her vest over her chest to leave it flapping annoyingly while she fought. It also left her chest open to easy attack.

   Scootaloo became distracted as a guard hurled himself on her. She stabbed him with both blades into his chest, killing him, but then had a heavy body on her. In the brief moment it took her to get the body off, a guard raced past heading for Twilight.

    Twilight turned and saw the guard. He raised the small blade in his hoof, emotionless behind his mask. Twilight cried out as her ran the blade down her flank, going from shoulder to rump, easily cutting through the coat she wore. Scootaloo jumped onto the guards back and severed his spinal cord with a quick jab. RD got in front of the pair as Scootaloo helped up a bleeding Twilight. RainbowDash sheathed her knife and pulled out her taser, sweeping it from side to side to clear the area in front of the three.

   "Well this isn't good," said Scoot. In despair, the three watched the guards form around them again, this time only on three sides thanks to the wall.

    "Wait! What's that?" said Twilight, snapping her head up, as an ethereally roar sounded out from seemingly space and time.

   The guard looked around nervous as they worried and wondered what the hell that roar belonged to.

    Suddenly and unbefitting of a killing zone, Twilight smiled. "You guys are so fuuuucked," she said drawing in out. She added, "I was wondering when he was gonna get here."

     With a blinding white flash a pure white sphere appeared above the guards. With an audible pop the sphere burst releasing a very big (by pony standards), very mean, very armored, and very pissed off dragon.

  With a savage roar, Spike crashed into the mass of guards, crushing a few. He quickly regained his footing and proceeded to rip through the guards near his position.

     Scootaloo and Dash immediately jumped into the fray again, stabbing and slashing.

    Soon, all the guards lay around the lobby, dead or otherwise not moving. The group of (now) four walked back up to the front desk. The traumatized mare peeked up at them. RD looked at her.

"I believe we have an meeting to attend?” she asked quizzically.

       The mare nodded shakily, and sunk back below the desk.

      "Ok, game plan," said Twilight as she stuck her head in close.

    "Find Dr. Atmosphere and make him wish we only kicked him in the balls!", growled Scootaloo.

"Sounds as game a plan can be," said RD with a agreeing grunt from Spike.

   They broke the group and headed for the still open door that had once held the now incapacitated guards. Scootaloo put her hoof through the threshold, and like some trip wire, the front doors to the lobby blew open. Fresh guards poured in, these guards not lightly armed like the earlier ones; no, these guards all held taser and some carried hand guns.

   "Go!" yelled Twilight as she shoved RD and Scootaloo through the door and closed it with a burst of magic.

    Twilight turned and braced herself for the onslaught of combat; Spike just grinned and lifted his armored fists...

___________________________________________

     Dash sped down the corridor with Scootaloo right behind her. Dash turned a corner and stopped, listening. She heard a few muffled gunshots and a roar of massive proportions. She grinned, "Those guards will wish they had ran," said Scootaloo.

   "Come on Scoots, let's go," said Dash, walking again.

    They walked a little bit before RainbowDash stopped again, “Scoots, I just want you to know, I love you more than I would any real sister,”

     “I know, and I love you more, big sister,” she said smiling.

_________________________________________

     Spike roared in triumph as he sank his claws into the side of another guard. He throw his victim across the room where he landed he landed on the floor with a sickening thud.

     Twilight threw vial after vial, blowing groups of them apart and sending others sprawling. She looked down at her vest, dismayed to see her dwindling supply of potions.

    She pulled out another, and dropped it in a fumbling mess of hooves.

   "Shit," she muttered and fumbled for another as a guard pointed his pistol at her. She ran her hooves down her vest finding nothing to throw. She looked up in horror as the guard grinned and began to squeeze the trigger. She closed her eyes, bracing herself.

     The guard fired.

     With a savage roar, Spike thrust himself between her and the guard. The bullet dug into Spike's shoulder and he bellowed in pain. Spike stalked over to the guard who was now fumbling with his gun, not so unlike Twilight had, as Spike ripped into his shoulder and nearly severed the guard's head.

    From behind Spike, another guard fired a taser that hit him between the shoulder blades. Spike reeled backwards towards the guard, causing him to run. As the enraged Spike gave chase to his attacker, two more guards fired pistols, both finding targets on Spike's chest plate.

   Spike roared and thrashed as he was hit by another taser. He collapsed and the guards gathered around to deal the death blow.

   Twilight jumped over Spike and blew the guards apart with a little force push magic.

    "Spike, there's nothing we can do to keep these guards off," said Twilight rushed.

     "I know. We need t-to leave Twi," said Spike as he struggled to get back up with no luck. "Can y-you teleport us-s?" he asked in a strained voice. The guards started to regroup again and headed for them.

    "No," she said defeated, "Don't have the energy," she worked her mind, desperately trying to come up with something. Then a light bulb inside her head lit. A dark and scary light bulb.

    "I'm gonna do the Life Drain spell," said Twilight.

    "No! I read that spell book and nothing good happens to the user, you could die..." he trailed off.

      "Well, we all die if I don't," she grunted.

      As she spoke, more reinforcements came through the door and formed up with the few remaining guards. They surrounded the collapsed dragon and magic protégé Twilight drew in what she feared to be one of her last breaths.

   Twilight's horn began to glow darkly, and the small field around her horn grew to encompass her head. Shafts of dark energy shot out, capturing each of the guards and held them within it's grip, causing them to rear and stand stiffly. Paralyzed and manipulated by the dark magic, their arms shot out and they shrieked an unnatural scream that would haunt anypony forever. The shafts of dark energy began draining the life from the guards and shifted them to Twilight, each tendril of energy swelling up like a python digesting it's dinner. Twilight furiously casted a protection spell, hoping to dissipate the energy building inside her as the lives of the guards threatened to burn her from the inside out.

    The guards haunting shrieking grew more intense and more energy threatened to consume Twilight. The guards’ bodies started to shrivel, the skin shrinking around the bone, turning them gaunt. Twilight's horn itself began to glow darkly as the evil spell started to work against Twilight now. The guards’ skin started to burn away revealing nothing but bone as the muscle and tissue burned with skin.

    The shrieking began dimming as the weaker guards succumbed to the dark magic. Abruptly, the shrieks stopped and the magic released the little that remained of the guards. Guard suits collapsed on the ground and bones spilled out of the suits, skeletons being all that remained of the poor bastards.

   Twilight collapsed next to Spike. Her pelt steamed profusely as the energy was spent from her body. Her eyelids drooped lower and lower while she fought to stay awake to no avail. As she closed her eyes she saw more guards poor through the front doors, but that didn't matter, as Twilight had already lost consciousness.

___________________________________________

      Dash crept down the hall as they approach the office door that they thought led to the office that overlooked the machine. Rainbow placed the side of her head on the door, listening. Muted voices sounded inside, hopefully one belonging to Dr. Atmosphere. Dash looked at Scootaloo on the other side of the door and nodded. Rainbow drew her hand gun and stepped away the door. Scootaloo drew both tasers and stood next to the door.

    Without a sound, Dash reared and kicked the door open while charging in. Scootaloo followed close behind.

      The room held four ponies, three guards and one certain doctor. The doctor was beside the window overlooking the rainbow machine and he appeared to be ordering the guards to do something but stopped when Dash kicked in.

RD raised the pistol and emptied the magazine into the farthest two guards, dropping them. Instead of reloading, she chucked the pistol at the last one, causing him to shrink back, and looked at Dr. Atmosphere. Scootaloo hurled herself at the remaining guard and jammed the two tasers into him, one in the gut and another under his chin. She then turned to face the doctor with her sister.

    "You're mine!" snarled Dash and she threw herself into him, hurtling them both out the window and into the machine room. Scootaloo glided down to a spot away from the fight. Dr. Atmosphere had sustained the worst from the fall but had landed a few good hits as Dash became blind with rage. She straddled him and slammed her hooves into his face repeatedly. He bucked her off and stood, drawing a hand gun of his own. He didn't point it at Dash though; he pointed it unwavering at Scootaloo.

   "I suggest you stop now or my hoof might slip," he said sinisterly.

    Dash drew her taser and prepared to charge.

   "Drop the weapon or I will shoot," he threatened again.

    Dash growled, realizing attacking him would only mean the death of her sister. She threw the weapon down savagely, and it rolled towards the Doctor slowly.

"Even if you kill us, you won't be able to continue to commit these atrocities. The world of Equestria won't let you!", she spat out at him.

  He laughed a long and sinister, evil, laugh. "You really think Equestria would go on without it's rainbows?" he laughed hysterically, his mind far gone now. "Those pathetic ponies would never live without their precious rainbows!!"

   He laughed again manically. "Dash, you were always such a great manager. I hate how this must end on a sour note."

   He swung the gun to point it a RainbowDash and Scootaloo lunged.

     Her hoof connected with his wrist and sent the gun flying into a dark corner. She lashed out and suckered punched him harshly. Her hoof connected with a protective vest and her wrist broke against the unyielding surface.

   She jumped back and lashed out with another. He swung his forearm to catch it and hurled his knee into her thigh, dislocating it. She fell back with a cry of pain.

   The doctor scooped up RD's fallen taser as Dash charged with knife in hand. She swung it across his stomach and he leapt back, narrowly avoiding the blade. As he jumped back, he slammed the taser onto Dash's forehead, missing with the electricity but created a nasty gash over one eye, causing blood to blind it. She sliced up at his head and he ducked aside, though not fast enough, as the blade hit the base of his ear and cleanly took it off.

   He bellowed in pain and lunged in fury. RD sidestepped and slashed at his thigh, creating a bloody strip down it. He stumbled through his lunge and steadied out. She swung the knife in an uppercut heading for the slot underneath his vest.

   The doctor swung the taser from Dash's blind side and slammed in into her diaphragm.

   Dash fell back, winded and barely breathing.

  Scootaloo, who had been limping heavily, had crept behind the doctor and charged forward with a hoof shank. She reared up to deliver the killing blow... And a gunshot rang out.

  Scootaloo's hip gave out as the bullet slammed into her hip and she collapsed. She looked up slowly, hardly feeling the pain and more of a numb throbbing. Her eyes scanned the room and stopped when they met with Dash's, who was having difficulty breathing.

  The guard walked down the steps to stand next to Dr. Atmosphere, his eyes showing triumphantly.

   "Thank you dear sir, impeccable timing as always," said the doctor, "May I see your pistol?"

   The guard wordlessly handed the pistol over. "Let this be a lesson to you for standing against bigger apples," said the doctor. "Well, cherish the lesson for the few moments you have to live." He chuckled at his cruel little joke as he turned and fired into Dash's chest.

   Dash's eyes flew open in shock and slowly started to drift shut, never losing eye contact with Scootaloo.

  The doctor viewed his handiwork for a moment before he turned to face Scootaloo. “Now that that deed is done, you're next," he said as the gun aimed at her forehead.

   "What do you hope to gain by this?" she asked desperately, trying to keep him talking.

  "What do I gain?!" he laughed manically. "First, lots of power, as almost everypony likes a good rainbow. Second, heaps of money! Rainbows aren't cheap as you figured out, so we get government funding. Third, I just like feeling evil. But you know that already, don't you?” he ended cheerily and moved the barrel to Scootaloo's temple.

   A soft scuffle sounded behind him.

   The doctor turned to see RainbowDash standing and slitting the throat of his guard. She smiled at him.

"I told you, you're mine," she grinned maliciously.

   He growled and fired at her as she jerked the guard's body in front of her to catch the bullets, twitching repeatedly with every impact.

   When she heard the magazine hit the floor, Dash threw the body down and charged him with flared wings. She rushed behind him and lifted him up by his armpits, rocketing up with a protesting doctor. She flew over the machine that started the whole mess.

   "You can't have more than a few more moments to live!" he said savagely.

   "I don't need a few moments to make sure you go to hell with me!!" she snarled and kicked him. The doctor broke free and flew off away from the machine.

   Dash took off after him and midair tackled him. She grabbed him in a head lock a hovered over the machine, her eyes locked with Scootaloo.

   A line of blood dripped out of her mouth. "You.... Have....... Beautiful........" she coughed up blood.

   "Eyes...." and Dash locked her wings, falling down, eyes locked with Scootaloo. The doctor roared in anger and fear pummeled into Dash. Scootaloo saw the life fade from Dash's eyes and she turned her head away as the two ponies plunged into the machine.

    The machine chugged as it woke up and processed the Spectra.

    Scootaloo hung her head down and collapsed again, sobbing on the floor as the machine moaned and groaned violently. She yanked her head up as a thought occurred to her; the machine was designed to take only one pony at a time. Her eyes darted to the pressure gauges as they climbed into the red zone.

   "Well shit," she muttered. "Guess I'm not making it out of here either." She sighed, content with what she had accomplished in her life and knowing she would see her sister soon enough.

The gauges maxed out.

  Seals blew and gas flew out in pressurized air.

    The heavy door leading into the room blew open and a heavily armed squad of royal guard stormed in.

"Scootaloo!" said a barely conscious Twilight. "Armor! We have to get her out of her."

   "Knight Wing!" Shining Armor called, "Help her!"

   A dark steel grey Pegasus trotted over to her, "Miss, we have to go," he said gently. She looked up into his eyes, seeing gentleness and caring there.

   "Alright, let's go!" she said determinedly. Knight Wing helped her up and she leaned heavily on him.

    The group traveled as fast as they could. Uninjured royal guards formed a perimeter around the wounded factory personnel. They hurried down a corridor. The front runner guards full on bucked a door open, letting sunlight stream in.

    Outside were multiple royal chariots. The Pegasus guards strapped themselves into their respective chariots as Armor pulled Twilight into the lead one while Spike was loaded into a heavy duty one. Knight Wing led Scootaloo over to his chariot; a sleek, fast one, pulled by only one Pegasus with a dark helm covering his face. Knight Wing helped her up and hurried to strap himself next to the other Pegasus; he then slipped on a helmet that matched his counter-part. His partner was a dark vibrant blue pony.

    "Alright Lunar, quick and easy, we have a, uh... Injured passenger," he looked back at Scootaloo and winked, "Hold on little missy."

  The lead chariot took off and Knight Wing and his Co-pilot, Lunar-Tic, lurched into the air. Scootaloo death gripped the handle as the two stallions weaved through the flying chariots to form half of a two flight escort around the lead chariot.

  The chariot flight banked gently around the factor

  It was pandemonium on the ground. Ponies and guards ran back and forth as the entire cloud shook violently.

  Scootaloo yelled at the two flying stallions, "We have to get out of here!"

  Knight Wing nodded and said into his mic, "Lead Chariot, this is Knight Wing requesting permission to disengage."

   "Negative, everypony turn and head with all speed to Cantorlot!"

   All the chariots accelerated and headed directly away from the factory. Scootaloo turned and looked back.

    The cloud stopped shaking and an eerie silence ensued. Then the factory blew.

   The sides blew out as a rainbow circle stretched out in all directions. The entire roof blew off as a massive solid shaft of rainbow shot out to the heavens. The royal guards and chariot pegasi stared in awe at the beautiful colors, vivid blues and bright purples dancing around the formation. They started to ask each other what could have made such a beautiful rainbow, nopony paying attention to Scootaloo's reaction. A tear ran down her face. Not a sad tear, but a happy tear knowing that the nightmare she and her sister had lived was finally over. She glanced back at the receding rainbow.

   "I'll miss you RainbowDash. I don't think anypony will ever forget you or what you've done on this day," Scootaloo said softly.

Authors Note,

Hello, this is my very first published complete story, hope you enjoyed it.

Special thanks to Lunar-tic for proof reading and killing my Writer’s block. Seriously, if you ever have a bad case of Writer’s block, go to him.

                                                                                                                                 ~Knight Wing