All That Glimmers Is Not Good

Chapters

Concoct, Enchant, Cast, Translate, Complete!
The Long Journey
A Foreign Territory
In the Depths of Tartarus
The Ugly Truth
Heel-Face Turn
Everything Is Never As It Seems

Concoct, Enchant, Cast, Translate, Complete!

Author's Note

Hey. So I'm not really in the fandom anymore, but people are anxious for me to catch up on Cutie Fixation. I've been listening to TheLostNarrator's reading of Rainbow Factory and I just randomly got this idea.

I'm breaking this up into chapters because I'm kinda someone who likes to provide detail, I guess? I dunno.

Concoct, Enchant, Cast, Translate, Complete!

"A glittering gem holds a tragic tale

"For those whose magics are found to fail."

Sweetie Belle happily trotted along the path to the university where the exam was being held, her brown satchel around her neck and her magic school graduation just within reach. The written portion of the exam had taken place the day prior, and she was certain that she had done well. After all, she had Twilight Sparkle tutoring her and Rarity's occasional help. But she would know for sure once she reached Canterlot University's Celestial Building, where she had taken many an honors and AP magic courses.

"Hey! Sweetie Belle!" a trembling voice called behind her.

The purple and pink maned pony turned to see one of her university best friends; Wonderspark Hopeful, like Sweetie Belle, was often at the top of the class, with each of them taking turns alternating top spots. While for Sweetie Belle, it was studying consistently that brought her to her spot, Wonderspark's neurodivergence came in handy as she consistently hyperfixated on several subjects pertaining to magic. Many unicorn mage circles already had their eyes on recruiting her due to both her academics and magic skills.

Sweetie Belle slowed down as Wonderspark, also carrying a satchel, caught up to her, panting. The unicorn's multi-blue-shaded mane was a bit messy as she came to a stop, despite most of it having been done up in a ponytail.

"You nervous?" she asked the white-coated pony who was pushing her blue glasses up with one hoof.

Wonderspark pursed her lips nervously.

"M....maybe a little," she gulped. "What if the university has a bias against me because of my neurodivergence? What if it gets me placed in the bottom half? Besides it was pretty complex as it was."

Hearing this, Sweetie Belle gave the nervous unicorn a small set of pats on her shoulder. It was true that the exams were extremely complex, but it was mostly due to how cumulative it was. All information from each year of study was fair game for the exam, from rune translations to concentration techniques to magic history. It was the pride of unicorns everywhere that they worked and studied well in order to pass the tests and become bona fide magic users, able to join various magic circles, covens, or even start their own practices.

On top of that, the written portion was just the first half of the exam. Only students who made it into the top 30% of the written exam scores were allowed to move onto the second half, which was the more practical application portion, also known as the kinesthetics' exam; they would show off their magic knowledge to a panel of judges. Once they passed that, they would be eligible for various privileges and opportunities, such as joining magic circles or going to a school that specialized in their desired field of magical study.

"I know it's definitely a legitimate anxiety," she assured her. "But it's thanks to your neurodivergence that so many elite magic circles are stopping by to recruit soon-to-be graduates. The university would have to be insane to place you in the bottom half. In fact, if they do, then I'll eat my own horn."

"Please don't actually," Wonderspark panicked. "You'll need your horn for the kinesthetics' exam."

Sweetie Belle chuckled a bit.

"I was just saying it in the idiom form. It means that there's pretty much no way that it will happen. Besides we've always been at the top of the class and the exam was very similar to typical exams, just more cumulative. I mean, they even took your accommodations into account, so they must have some decency towards neurodivergence."

Hearing this reassurance, Wonderspark gave a small smile, the nerves still slightly lingering.

"Thanks, Sweetie Belle," she replied shyly.

"Hey! Sweets! Sparks! Wait up!"

The voice of an enthusiastic purple unicorn, also carrying a satchel, called out to the two white-coated mares as she cantered in their direction. Her wavy hybrid-blonde mane was done up with her signature third eye hair clip; Mysty Starlight was one of the top students when it came to magic involving psionics, such as mind reading and telekinesis with the occasional success in dreamwalking possession, which was an extremely complex subject in and of itself. Once again, she was another neurodivergent pony who magic circles had their eyes on. For Mysty, unicorn covens in particular were looking at her with intrigue, especially those who mainly accepted masters of witchcraft and psionics.

"You two excited to see the results?" she asked as she butted in between them.

"A-a little," Wonderspark stammered.

Mysty turned to Sweetie Belle.

"What'd your big sis and Twilie have to say about you?" she asked with a grin, knowing that both Twilight Sparkle and Rarity had tutored Sweetie Belle for several years. "Bet they were all in a tizzy, especially your big sis."

"Oh....actually, Rarity wasn't there when I woke up," Sweetie Belle answered, disappointment laced in her tone. "Twilight didn't see me off either. And neither of them were there to greet me yesterday either."

"Maybe Rarity's working on a new collection for the next season," Wonderspark suggested. "She seems to be the type who likes to get ahead in life."

Sweetie Belle considered this.

"I mean, that makes sense," she nodded, still feeling a bit upset that her big sister hadn't been able to wish her luck. "And I know Twilight's always so busy with her books. Oh! We're here."

The anxiety and excitement mixed in the air like a brewing potion as the three unicorns closed in on a crowd of students. Some were whispering quietly. Others were fidgeting with their hooves. And a few of them were on the brink of tears, likely under the impression that they wouldn't be in that esteemed 30%.

"Damn," Mysty chuckled. "And I thought the cast lists for the university's theatre department shows were the most nerve-wracking."

"I mean...this is a pretty big deal," Wonderspark gulped as she spotted a few fellow students pacing back and forth. "It's going to determine the course for the rest of our lives. Who wouldn't be anxious?"

Her anxiety began to infect Sweetie Belle as the realization set in. Wonderspark had a point; the exam as a whole could make or break a student. Those who didn't pass were taken somewhere far away and referred to as second-class citizens; rumor also had it that they were even barred from Equestria for the rest of their days. If you were to bring up the name of any student who didn't pass, a vast majority of unicorns would speak of them in absolute disgust, as if they were no better than criminals. And being the sister of a rather well-known unicorn, and an Element of Harmony at that, Sweetie Belle was under extra pressure to pass this exam.

"Eh, I don't think we have much to worry about." Mysty put a hoof around Sweetie Belle and Wonderspark, her optimism ever-present. "Us three have always been at the top of the class. I doubt this'll be any different."

"Look! There's the auditor!" A scarlet-red unicorn at the front exclaimed excitedly, an accent prominent in her tone, which Sweetie Belle figured was either Trotssian or Ukreinian. "She has the list!"

The crowd began to condense near the doorways, the chatter rising as the auditor tacked the results to the bulletin board before backing away. Soon a security unicorn approached the door and unlocked it.

"Alright everypony. I know you're excited, but please form an orderly line to enter the building. I repeat, please form an orderly--"

All of the students rushed passed him and straight to the list. Sweetie Belle, Wonderspark, and Mysty followed close behind. They went over to the middle where there were less students and scanned over the list. Their names weren't there. Sweetie Belle's heart was at a canter as she began to fear the worse, as did Wonderspark. Mysty, however, was treating this as if she was just looking at a menu at some sort of restaurant. Shaking her head, her horn lit up and she dragged the two anxiety-ridden ponies over to the top 30% before looking over the names.

"See?" she exclaimed after several moments. "I told you we had nothing to worry about."

This stirred them out of their stupor as they turned to look. Mysty had her hoof on the furthest right side in the top percentile. 3rd was Mysty Starlight, 2nd was Sweetie Belle, and to her own shock, 1st went to Wonderspark Hopeful.

"There has to be a mistake," she trembled. "That can't really be me, right?"

As if checking for any forgeries or cover-ups, Mysty rubbed her hoof violently over her name, but nothing new appeared.

"Nope." She smiled excitedly. "That's really you."

Hearing this, the blue-maned pony practically cried out in relief and shock, but it immediately dissipated when she noticed several ponies weeping with sorrow. Sweetie Belle's joy also disappeared when she saw them; they were most likely part of the 70%, the ones who didn't meet the benchmark, those who would be regarded with disgust for the rest of their lives.

"Damn....." Mysty sighed, her optimism toning down slightly. "I know they didn't make it, but that's no reason for them to be disregarded like this."

Sweetie Belle and Wonderspark nodded in agreement. Suddenly one of the unicorns approached the group; a pastel-pink pony with a flower-bouquet cutie mark and a wavy, light-fuchsia mane. She wore a sad smile, indicating that she would not be joining the three top students in the kinesthetics' exam.

"Poppy!" Mysty cried out rushing over to her and holding her close.

Sweetie Belle's heart practically shattered when she saw the two; Poppy was Mysty's older twin and had been given the responsibility of looking after her.

"Hey," she replied in a low and resolute tone. "Congratulations, sis. I knew you could do it."

"P....Poppy...." Mysty's voice wavered as the realization hit.

"It's okay...." Poppy assured her baby twin as she pulled away. "I should've been a bit more diligent in my work."

The purple pony squeaked in a mixture of despair and shock. "Wh....why are you so casual about this? I....I....I might never see you again...."

"Mom and dad told me to look out for you, right?" she asked. "It's better I fail than you."

Mysty's eyes crowded with tears.

"P...Poppy..."

"Alright, line up, 70s!" The security pony's whistle blew while another began to collect those in said category.

"Well...." Poppy sighed. "I guess this is goodbye."

"N...no....no please..." Mysty gasped out. "You can't.....you can't leave me....I love you...."

"Hopefully I can find a way to send you a letter." The pink unicorn's sense of resignation was alarming to Sweetie Belle. "I...I love you, baby sis. I'll be with you in spirit when you pass that next half."

With a final kiss on her sister's cheek, Poppy then turned away and walked towards her bleak future, but not before Sweetie Belle could make out a choked cry from her, shattering her heart.

Silence permeated the trio for several moments while the rest of the 70s were led away from the passing students, most of whom were grasping the relief of their situation. Even if they failed the kinesthetics' exam, they knew they couldn't say that they had failed entirely, and that was enough for some.

"This....this isn't fair," Wonderspark squeaked out in pain as she tensed up, tears in her eyes. "How could they just.....send them away like that? Don't they have any sort of remorse? Any sense of empathy or mercy?"

Neither of the other two responded. What could they even say? They thought that today would be a day of victory, a day of celebration. But after seeing what could've been them, it wasn't a catharsis like it was to some of those who passed, especially those who were very close to being within the group of 70s. No, it was a day of guilt.

Soon enough the auditor approached them.

"I would like to congratulate all of you for making it past the first half of your exam." To Sweetie Belle, her smile looked extremely forced with a tone to match, which wasn't surprising considering how many times she'd likely had to do this before. Nonetheless both of them still unnerved her.

"Before the kinesthetics' exam, you have half an hour to prepare," she continued. "We have a lounge prepared for you along with some refreshments. After all, how can you do your best on an empty stomach?"

With this the auditor gave a small chuckle before she gestured for them to follow her. They were led into a small room with a few practice areas along with a table of snacks and drinks as well as some couches for them to sit on. Each of them was ushered inside.

"Have fun!" she finished in a sing-song voice before shutting the door behind them. At that moment, they all dispersed; some decided to get in some last-minute practice, like Wonderspark, who was hoping to keep herself busy so that she wouldn't spiral into a depression. Others took to the refreshment table. Sweetie Belle and Mysty, however, sat on a couch, waiting for the time to finish counting down.

It was there that Sweetie Belle noticed that Mysty was acting a little differently. Instead of spacing out into nothingness, like she usually did when negative emotions hit her, Sweetie Belle could sense that her mind was at work. What was she planning? Was it her strategy for passing the exam? Who knew? She tried to push it aside and focus on calming herself. And after what felt like eternity, the door opened; they were all ushered out and led to the final exam room.

"But even though they fail as unicorns.

"There's still some use for their precious horns."

As they entered the waiting area for the arena, they could see that it seemed to be designed to look like it was taking place within a set of ancient ruins. On the far left, there was a circle of candles and a dummy of sorts while just up ahead was a table with various ingredients, a cauldron, a few tools, a potion bottle, and a book opened up on a stand. On the far-right end was a section of a rock wall with various symbols carved into it. Sweetie Belle couldn't make out the specifics, but she figured that they were runes. There didn't seem to be anything in between them except for a long length of cobblestone. What sort of kinesthetics' exam would this be?

Soon enough the door opened and in entered a burly unicorn levitating a clipboard. The chatter immediately fell silent as he turned to face the group.

"Welcome 30 percenters," he greeted in a booming and authoritative voice. "To your kinesthetics' examination. As soon as I finish giving you your instructions, you will form a line based on name from A to Z. Take deep breaths now and maintain your focus. This exam will consist of four sections; Potion Making, Enchantment, Spell Casting, and Rune Translation. You will first choose either dream walking possession or telekinesis to concoct the provided placebo potion within a set amount of time. Once it's finished and poured into the bottle, you will enchant it with both a strength spell and an intelligence spell before ingesting it all. Then you will run across the cobblestone length where you will be attacked by obstacles from all directions. You are allowed to use any spell below or within the final grade level. Use of any advanced level spells or hitting a judge with an obstacle for whatever reason will result in an automatic failure. Once you've made it across, you will translate the four sets of runes to open the door within the given time limit and press the button inside to signify that you've finished your exam. Then you will go to the East Waiting Area and wait for everyone else to finish. If you fail, you will go to the West Waiting Area to wait until everyone else is finished. Understood? Are there any questions?"

The instructor scanned through the room as all eyes were fixated on him. Not a single one seemed to show any sign of confusion. As he gave a nod, all of the students lined up from A to Z. It was at that moment Sweetie Belle realized just how large her class had been. There looked to be at least four dozen who had passed the written exam, herself included. This realization made her wonder; just how many students were in the 70% that hadn't passed?

"Ready?" the instructor barked before continuing on without waiting for a response. "Amber Candles! Concoct, Enchant, Cast, Translate, Complete!"

A timid amber-orange unicorn with a purple mane and a candle with a star for a flame as her cutie mark dropped her satchel bag before stepping forward and out into the arena. She reminded Sweetie Belle of her best friend Scootaloo, who she hadn't seen for ages. She figured that she was having fun in Cloudsdale, though, so she didn't want to bother her. Looking up above, where Sweetie Belle assumed the panel of judges were, Amber soon approached the potion stand, opting to use telekinesis to complete her task.

Trying to keep her nerves steady, Sweetie Belle took a look in front and behind her to see who she was between. In front of her was a dark unicorn with a braided tail and mane that seemed to be curved and pointed on the end. Matching glasses rest upon her face. It was one of the Starfall siblings; Scorpio. Meanwhile behind Sweetie Belle was a red unicorn with ears that looked to be curled upward like a bull's; this one was Taurus.

"You're Sweetie Belle, right?" Taurus spoke up in a gruff voice.

She nodded almost automatically.

"Yeah, and I know you're Taurus....so, how many of the family made it?"

"All of us," Scorpio sniffed venomously. "Even him, somehow."

"Amethyst Shimmer," the instructor called out as a dark-violet pony stepped forward. "Concoct, Enchant, Cast, Translate, Complete!"

"Him?" Sweetie Belle was curious. The Starfall siblings had a reputation for barely leaving each others' sides and getting along amazingly, (as amazingly as ponies with a lot of personality could get along anyway) so the fact that one of them was speaking ill of another was puzzling.

"Oh, we don't talk about him," Scorpio replied, clearly just as bitter as Taurus. "He's a disgrace to the family."

"Ophiuchus is no disgrace!" the scarlet pony in front of Scorpio spoke up, a fiery temper in her voice. "He is just different!"

"Keep your stupid mouth shut, Strange!" Scorpio spat. "No one wants to hear from you!"

"You should be more considerate of others! Ophie is a wonderful and kind unicorn!"

"Like you really know him---!"

Wincing from the yelling between them, Sweetie Belle tried to tune out the argument by watching each student make their way through the exam. One by one, they passed through flawlessly. She noted that most of them opted for telekinesis over the dream walking possession. The only current exceptions were Chartreuse and Indigo Strange, which didn't really surprise anyone. While the Strange sisters weren't the best at the written exams, they were three of the best at complex witchcraft. This also placed the expectation on Scarlet Strange, the unicorn who was currently arguing with Scorpio about Ophiuchus, to partake in the dream walking possession.

"Mysty Starlight! Concoct, Enchant, Cast, Translate, Complete!"

The instructor's call startled Sweetie Belle who immediately kept a falcon's eye on her best friend. Mysty looked up at the judges and soon got inside of the dream circle, taking full control of the mannequin and creating the placebo potion. Sweetie Belle's heart beat against the glass as Mysty placed the two enchantments on her potion before ingesting it. Next was the obstacle run. However something seemed off to Sweetie Belle. Mysty's eyes were glazing over a sparkling crimson, and her hooves glowed an inky-black aura before she rushed to the middle of the run. Approaching a giant hill, Mysty bent her back legs and shot up high into the air. Sweetie Belle gasped as she realized what spell Mysty was trying to cast.

BOOM!

Mysty's hooves collided against the ground, shaking it and sending every single obstacle this way and that, including towards where the remaining testees were waiting. Shrieks and cries invaded the air as they all ducked down. Up above, they heard a gruff unicorn curse at Mysty. Once things had settled down, Sweetie Belle looked back out at her friend. She was standing her ground with her head up high at the auditors in the slight crater her impact had created, a prideful vengeance flickering in her eyes. And that was when the pink-and-purple-maned unicorn realized three things:

Mysty had used a Maximum Pushback Hex, which was a spell well above their level.
She had hit at least one of the judges with an obstacle.

and

This was what she was so deep in thought about during the break.

"Mysty!" Sweetie Belle cried out as her best friend proudly trotted over to the West Waiting Area. Tears filled her eyes, the temptation to go to her side yanking at her, but that could also mean an immediate failure. She was Rarity's sister and Twilight's student; she couldn't bring herself to let them down, even with having passed the written exam.

The instructor continued on as if nothing had happened, not even bothering to fix the shallow, yet wide, crater left behind from Mysty's display. "Obsidian Candles! Concoct, Enchant, Cast, Translate, Complete!"

So many questions ran through Sweetie Belle's mind, but there were a few in particular that stood out to her; why had Mysty purposefully failed? Why make such a big show about it? How could she be so proud of herself? There was only one reason that she could conjure up in her mind, but she couldn't confirm it, not unless she too failed.

"Ophiuchus Starfall! Concoct, Enchant, Cast, Translate, Complete!"

Many of the remaining Starfall testees, including Scorpio and Taurus, hissed and booed at a nervous-looking unicorn carrying a brown satchel that looked much like the one she brought. He had a white coat and an iridescent mane that seemed to grow around his neck before shifting upwards like a snake. Meanwhile Scarlet attempted to overshadow them with encouragement.

"You can do it, Ophie!" she loudly cried out through the glass. "Yo viryu vie tebe! Show these neigh-sayers what you can really do!"

Ophiuchus turned to the window, gratefully smiled at Scarlet and mouthing a quick "thank you" before trotting over to the dream circle, much to his siblings' shock as well as most everyone else's.

"He's insane if he thinks that he'll---" Taurus began.

Several seconds after the iridescent-maned pony had shut his eyes, the mannequin came to life and walked gracefully over to the potion table, concocting the placebo with ease before returning to its original position.

"He....he actually did it!" Sweetie Belle heard the stunned voice of Ophiuchus' sister Pisces pipe up from near the front of the line. "The son of a bitch actually did it!"

"How?!" another sister, Virgo, exclaimed loudly. The envy laced in her voice was overt. "That's impossible! He's always been the worst at it!"

"Maybe he just got lucky..." one of the brothers, Sagittarius, suggested as Ophiuchus finished casting both of the spells on the potion before downing the bottle and galloping to the obstacle run. "It's happened to unicorns before."

"At dream walking possession? I'll believe that when turtles fly."

"Maybe you've just been ignoring his potential." Scarlet had a smug smirk on her face.

"Maybe you should shut the fuck up!" Pisces snapped, prompting another argument.

Once again Sweetie Belle tried to tune out the dispute as she watched Ophiuchus go through the obstacle run, albeit rather slowly, which was confusing to her. The obstacles were coming at the testees at fast paces, meaning they didn't have time to slow down. She noticed that he tried to run a few times, but would soon stop and cough a decent amount. Fortunately he was using a variety of spells, but the most common one he was using was a Disintegration Hex, which happened to be one of the last spells they'd been taught before the exam; it was also one of the most difficult to perform, as it required absolute focus and concentration, even when the caster was under extreme pressure. Each obstacle disintegrated into ash and fell in neat and tidy piles on the sides of the course, which was way more difficult than simply disintegrating an object, even with a strengthening spell placed on the potion he drank. Needless to say, she was impressed.

Finally he made it to the runes and began to focus on each of the four that lined the door. Sweetie Belle watched intently as he tried to translate and write as quickly as he could, but she could tell that he was struggling. She figured that there was a chance that he may have some sort of learning disability and those who did usually had some sort of accommodation given to them, even for this final test. She noticed the day prior that when the rest of them got up to leave after time was up, he was still working on his exams and the auditor didn't scold him for it.

A few moments later, one of the judges blew a whistle, signaling that he had a minute left. Panic visibly lined his face as he frantically skimmed each rune over again, trying to search his memory. Another whistle signified thirty seconds, then fifteen, then ten. Ophiuchus had 3 out of the 4 sets translated. All he needed was one more and he could enjoy his life with the others.

9...

8...

7...

"Ophie, it's Sanctum!"

Ponies gasped as they heard a voice call out and for Sweetie Belle, that voice was nearby. She looked past Scorpio and was horrified to see that Scarlet had called out to her friend on, what she assumed was, impulse. Realizing what that meant, Sweetie Belle looked to the instructor for some sign of mercy, but his face showed no trace of emotion except for a somber glare at the impulsive unicorn.

"Scarlet Strange," he growled. "Giving answers out to another testee is an automatic fail for you both."

While Sweetie Belle felt her stomach flip, Scarlet stared right into the eyes of the instructor with a stubborn sense of justice.

"He has a learning disability!" she defended.

"That's no excuse for you to give him answers."

"You gave him the same time amount as others. He is accommodated to extra time!"

"There's nothing that says--!"

"Um...a-actually, it does."

Sweetie Belle was stunned as she heard Wonderspark pipe up in the back.

"The magic exam manual states that all students with a disability plan, which Ophiuchus has as he was given extra time yesterday and has always had extra time during exams, must be given the option to have their listed accommodations applied to the final magic exam on both sections, especially since this section involves problem-solving and use of intellect within a set amount of time. Denying them that option is a violation of their rights."

Everyone awaited with bated breath as the instructor glared down the typically-shy unicorn.

"I-If you don't believe me, you can check the manual yourself." Her voice was trembling now, afraid that she would also receive an automatic failure.

His horn lighting up, the instructor pulled the manual out from the satchel around him and skimmed through it. It felt as though he was looking through that book for ages, until they all saw his face drop.

"It seems that you're correct...." he admitted. "My apologies."

Turning his head upwards, he called out to the judges.

"Rearrange the runes and change the clock time. Ophiuchus Starfall is allowed time and a half--"

"I-it's fine...."

A trembling voice popped up from the course. Ophiuchus had his head bowed in defeat as he approached the window of the testee waiting room.

"I'll take the loss.....just please.....don't fail Scarlet like this. She deserves to run the course more than I do."

"No! Ophie!" Scarlet squeaked out in pain as she realized she would never see her friend again if this were to be approved.

"You're sure this is what you want, kid?" the instructor asked, clearly surprised at his choice just like the others were.

Without hesitation Ophiuchus lifted his head and gave a strong nod.

"She's got a bright future ahead of her, sir."

"So do you!" she cried.

"No." The white-coated stallion shook his head, the iridescent serpentine hair shaking in agreement. "I don't. Even if I'm given a second chance, even if I pass, I'm still going to be the scapegoat of my family. It's thirteen against one and I know they'd destroy any chance I'd get to become something great. So....I'll do it for them, but on my terms."

He placed a hoof on the window and Scarlet slowly lifted hers to meet it. The two met each other's eyes.

"Goodbye, Scarlet," he smiled. "I'll miss you."

After a few seconds, he removed his hoof, retrieved his satchel, and slowly walked over to the West Waiting Area.

For several moments, everypony was silent as mimes, not quite sure how to feel, Sweetie Belle included. It was both a brave and idiotic move, but he was likely right from the little she knew about him.

"....Ophie," Scarlet squeaked out.

"Peridot Chamomile!" the instructor's yell startled them all out of their stunned stupor. "Concoct, Enchant, Cast, Translate, Complete!"

A green-pony with multiple shades of the same color in her mane trotted to the potion area and waited for the signal. Sweetie Belle looked away as her heartache grew, and yet this heartache was for somepony she barely knew, somepony who would now be shipped off with Mysty to Celestia-knows-where. It even made her consider purposefully failing like Mysty did just to be with them, but there was still that constant reminder.

"Don't let Twilight down, don't let Rarity down. You affect their reputation. You have to do well," she thought to herself.

She began to tune everything out, putting her body on autopilot. All of a sudden, she heard the instructor bark out.

"Scarlet Strange! Concoct, Enchant, Cast, Translate, Complete!"

She was jolted out of her thoughts as Scarlet walked out to the arena. All eyes were on her now. To nopony's surprise, she stepped right into the dream circle, got into position, and shut her eyes. Less than a few seconds later, the mannequin was up and ready, heading over to the potion table with ease. The hand movements were as graceful as a dancer's and finished in near-record time.

Hopping over the dream circle candles, which were nearly melting away, Scarlet took to the potion and cast the enchantments before using her horn to levitate the bottle and drink it all. She charged into the obstacle run, utilizing repelling spells which were well within their level, as well as a few disintegration spells. But when she got to the middle of the end of the run, Scarlet turned and looked up at the judges; a wispy magic colored in her namesake spiraled out of her horn and up above.

The next thing Sweetie Belle knew, she could hear shrieks of fear emerge from the three judges, making her wince along with the others. However the instructor seemed to be unaffected by the screams.

"Everypony, stay here."

He immediately cantered out the doorway, leaving the remaining testees wondering what exactly Scarlet had done to make the judges cry out like that. A few of the others were pushing her to finish the test, but the unicorn just held her head high and walked over to the West Waiting Area. Sweetie Belle then realized that her act of rebellion was exactly like Mysty, that her failure was intentional.

About fifteen minutes later, the instructor returned while a batch of new judges ascended to the stand above the waiting box. He was about to send Scarlet to the West, but realized that she had condemned herself. With her out of the way, he simply continued on.

"Scorpio Starfall!" he barked out. "Concoct, Enchant, Cast, Translate, Complete!"

In almost no time at all, Scorpio was out the doorway and to the potion area. There were no ponies in front of Sweetie Belle anymore. As soon as Scorpio was finished, it would be her turn to run the course. Trying to remain at least somewhat aware, Sweetie Belle went over as much as she could remember from Twilight and Rarity's lessons; it was also an attempt to hide herself from the fact that she was never going to see Mysty again. But at least Twilight and Rarity wouldn't be looked down upon.

"Sweetie Belle! Concoct, Enchant, Cast, Translate, Complete!" The instructor's rough voice jolted her from her thoughts. It was time. Nervously she walked over to the potion stand.

"There are no bonus points for using the dream circle," Twilight had told her. "So it's okay if you're not used to it. Just be sure your telekinesis is up to par."

She looked up at the panel of judges who were shuffling through papers, holding her head high in an attempt to hide her anxieties. Once they found what they were looking for, and wrote a few things down, they gave Sweetie Belle the nod.

There was no turning back now. She had to give it everything she had.

Carefully scanning over the recipe, Sweetie Belle saw that it was a rather complex placebo potion. It required extreme precision and concentration.

"It's like cutting fabric, Sweetie Belle," Rarity had advised one day while working on some duplicates for the boutique. "Precision matters."

The unicorn took a deep breath and set to work. Within roughly five minutes, the potion in the cauldron had turned a wispy white, signifying its completion. Using her telekinesis, she lifted the potion bottle and scooped it up before capping it and casting the spells. Next she lifted the potion and brought it to her lips. However she could swear that she heard a buzzing sound, causing her to lose focus and sending the bottle to the ground. But with quick-thinking, she managed to stop it before it collided with the cobblestone and brought it back up, ingesting it in its entirety despite the nauseating taste. Once she put the bottle back, Sweetie Belle glanced up at the judges, worried that her slip-up would be grounds for failure. But luckily all three judges nodded at her, signifying that she could move on.

"Just two more parts and I'll be home free!" she told herself as she headed for the obstacle run.

At first glance, the course looked intimidating, but she and her fellow students had trained for this. All it took now was a practical application.

"Just like utilizing the dream circle, you're not gonna get extra points for using advanced spells. They won't look for that," Twilight told her. "They're simply looking for if you can think on your hooves in case you end up in some sort of combat. Just run the course with whatever spells you know and you'll be fine."

Even Rarity attested to this, despite never taking the exam for some odd reason.

"Almost any spell that you know is a good spell to use, darling, even if it's from your younger years," she told her. "In fact, oftentimes the beginner or first intermediate spells are quite the most effective."

She wracked her mind for every spell her years of schooling had taught her, and realized that there was a particular spell that no one had bothered to use, one they learned in year 3 of secondary magic schooling. With a glow of her horn, each and every flying obstacle shrunk and dropped to the ground stopping inches from her hooves. They were right.

"You can do it, Sweetie Belle!" Wonderspark called from the testee room.

Sweetie Belle beamed as she cantered to the final part. Now she had five minutes to translate the four sets of runes provided.

"Yeah, runes can be pretty tricky," Twilight had said to her. "Even I had a little trouble with them as a filly. But if you find the ones you remember, and hopefully that's most of them, you can usually decipher them easily enough."

"Ha! I memorized the rune chart last night," she thought. "This'll be easy peasy."

But when she took a look at them, it was as if every bit of knowledge on runes and their translations had left her mind entirely. Her heart was palpitating as she tried to gather her bearings, following Twilight's advice by trying to concentrate on finding similar symbols between all four sets. If she knew at least a few symbols, she could potentially piece the phrases together. She had to. So many ponies were depending on her success in the full exam and she couldn't afford to lose even a single second.

First set? Check.

Second one? Done.

Third part? Out of the way.

Finally the fourth.

Sweetie Belle wrote in Sanctum for the translation, only for it to come up as incorrect, shocking her. Had Scarlet read the runes incorrectly? The testee box was a decent distance away. On the other hand, Scarlet was usually correct in terms of runes, and she had a strange gift for seeing far distances close up. Sweetie Belle figured that after Ophiuchus was failed due to Scarlet revealing the final word, the judges or the instructor had changed the answers so as to avoid giving away a freebie, meaning that she had to still rely on her own knowledge of runes.

TWEET!

The one-minute warning rang through her ears, making her jump. This was her last chance. Fortunately she'd made several connections between each set, seeing as how there were repeating symbols and she felt as though she almost had it figured out entirely. In a last-ditch effort to finish on time Sweetie Belle hastily scribbled in her translation, doing her best to block out the other warning whistles, and had only just placed her final translation below the fourth rune when the final whistle blew.

The door opened and Sweetie Belle began to trot inside to press the button when out of nowhere, a set of three whistles blew to get her attention. She looked towards them in confusion, but it was soon joined by horror when she saw all three hooves down.

Failed.

Her heart shattered.

"But....but I---" she sputtered in disbelief. The judges wouldn't hear of it, however, and pointed her to the West Waiting Area.

This wasn't right.

She galloped over to the testee room and looked at the instructor.

"I-I don't understand," she squeaked. "I placed the final translation within the time limit.....why am I being failed?"

The instructor looked at her, his eyes seemingly lacking emotion and color now.

"The door didn't open until after the time limit was up," he said matter-of-factly before pointing to the West Waiting Area. "Now go."

One pony over on the East Waiting Area, overhearing this, spoke up rather loudly.

"Hang on, that's not fair! She did translate the runes in time. You didn't say that we had to press the button in that time as well! She should be allowed to pass."

Cancer Starfall had a look of just fury on her face.

"Cancer, honey, don't make a scene," Leo huffed. "It's not gonna change anything."

"Don't tell me what to do!" she snapped back. "First off, I'm older than you, and second I'm just trying to make things right."

"Sweetie, please, just calm down," Libra soothed. "I know this is unfair--"

"Exactly!"

"--But it's not up to us what the rules are."

"She just needs to quit being so emotional," Virgo scoffed. "We all know what happens to anypony who speaks out."

"Do you really think I care?" Cancer snapped. "I'd gladly suffer it if it means justice is served."

"Are you seriously willing to take the loss for her, Cancer?" both of the Gemini twins, Gem and Gemma, asked in disbelief.

"No.....I'll take the loss for her," Pisces piped up. "Better me than Sweetie Belle."

"No one needs your martyr complex," Capricorn groaned. "Rules are rules."

"It wasn't stated that that was a rule!" Cancer argued, stomping her hoof. "She should be allowed to pass!"

"Oh sweet Celestia on a bike, calm down," Leo groaned dramatically. "No one likes ponies who make a show of themselves."

"Yeah, you're one to talk!" Aries scoffed. "I'm surprised you don't carry around a trunk of costumes for your damn performances."

"There you go again with your temper." Leo fluffed up his mane as he rose his head. "Always so easily pissed off. You should really take some anger management classes."

"Anger management?! I'll show you anger management, you son of a--!"

"Can't we just talk this out peacefully, everypony?" Libra urged trembling. "Leo's kinda right, there's no need to be so aggressive."

"Peace isn't an option right now!" Cancer snapped as she galloped out of the waiting area and over to the confused unicorn. "It's completely unfair that she's being failed."

She then did a 180, both in her body and in her demeanor, facing the pink and purple-maned unicorn.

"Sweetie Belle, honey, do you need a hug?" she asked, her tone genuine as she ignored the groaning of her siblings in the background. "Some snacks? Tissues? A blanket? A stuffie? Have you had any water?"

"I--uh--" Sweetie Belle was unsure of what to say.

"Cancer, please just get back inside," Libra gulped.

"Starfall, if you don't get your flank back in the East Waiting Area right this instant, I'll send you to the West one!" The instructor was beyond losing his patience, but Cancer didn't waver, trotting up to the glass and glaring him down.

"Go ahead then. Fail me. Just don't fail Sweetie Belle. She deserves to pass more than I do."

"Whoop! Whoop! Martyr Complex Alert! Martyr Complex Alert!" Pisces yelled out.

"You're one to talk about a martyr complex," Aquarius scoffed. "Especially after you offered to take the loss for her literally a minute ago. So like you, multiple complexes and you don't think before you act."

"Says the impulsive crackhead pony of the family!"

"It's called risk-taking and I actually know how to do so without making myself look bad."

"You got head trauma from us trying to simulate the casting portion of the test for you," Sagittarius reminded.

".....I know how to take risks without making myself look bad most of the time."

"Oh for fuck's sake; Cancer, get back in here, now!" Capricorn hissed. "Or I'll drag you back myself."

"Just let her pass!" Cancer snipped at the instructor.

"I already made an exception for one unicorn, I will not be making another!" the instructor snapped. "This is your final warning, Starfall! Get back in there or you will be failed alongside her!"

"I don't care! Justice needs to be served!"

A loud groan emerged from the East. Capricorn galloped out to the testee box and clamped down on Cancer's tail.

"Sorry about her, sir," she spoke in a loud yet muffled voice before beginning to drag the unicorn, who was now screaming and cursing out the instructor and the judges, back. "Cancer's not usually this confrontational."

"N-No....P-please." The timid voice of Wonderspark finally piped up. "Sweetie doesn't deserve to--"

"Shut your mouth, you idiot savant," Capricorn growled. "Rules are rules."

"Please don't call her that, Cappie," Libra whimpered. "That's not nice."

"Nice isn't an option right now--quit your screaming, Cancer, or I'll give you something to scream about.--the rules are the rules."

And with that, she dragged her sister back inside.

"Now that that's out of the way," the instructor growled, clearly on the end of his rope. "To the West, Belle. Now."

Sweetie Belle's stomach churned as she slowly grabbed her satchel and walked over to Mysty, Ophiuchus, and Scarlet. Every noise was turning into a quiet echo, save for her own hoof steps which only seemed to get louder and louder, until it sounded like a prison guard coming to escort a pony to their execution. And based on the pressure she'd been under, it might as well have been her own execution as she sat on the bench inside next to Scarlet, waiting for all of this to be finished.

Only seven remained to be tested, including Wonderspark, and Sweetie Belle felt it both fruitless and selfish to believe that there was a chance that Wonderspark would fail. She knew that her best friend would go on to live a happy life, becoming one of the best sorcerers in all of Equestria. There was no doubt in her mind of Wonderspark's success.

That is, until she heard a pony crying out in fury and the sound of multiple collisions throughout the arena. Glass was shattered. The arena shook once again. Everything was being thrown in all directions, causing everypony to scream and duck down for cover. Once things had relatively settled, Sweetie Belle peeked up from her hiding spot to see an enraged Wonderspark within the mess. The color drained from Sweetie Belle's face once she realized what had happened. Three unicorns had purposefully failed the kinesthetics' exam for reasons she wasn't entirely sure of. And two of those unicorns were her best friends, with the second one now entering the West Waiting Area.

It was over now. Wonderspark had been the last to go, meaning that it was time for everypony to evacuate the waiting areas. Those in the East Waiting Area were likely going to the graduation ceremony and afterparty. However the five of them that occupied the West Waiting Area were going elsewhere.

"I....guess this is it...." Sweetie Belle gulped, shame overtaking her. "We're gone for good...."

"At least we'll be together," Mysty smiled.

Scarlet nodded behind her. "And it'll be a new adventure."

A few moments of silence passed as the five of them looked to one another before searching for where they were to go next. Soon they spotted a sign informing those who failed to exit through the door behind them and follow the hallway down on their right. Mysty and Scarlet were the first ones out with Wonderspark following behind and soon Ophiuchus. And after a few moments, with a sigh of resignation, Sweetie Belle followed the rest into the dark and long hallway.

The Long Journey

"A horn is quite priceless and treasured, you see.

"They help to keep the flow of the economy."

The walk down the hallway was a solemn and silent one. If Sweetie Belle's own footsteps had sounded like a prison guard coming to retrieve a criminal for their execution, then this was the walk to the death chamber. She didn't want to imagine Rarity's hysteria when she never returned from the university or Twilight's shocked confusion when she'd learn that she failed the exam, but both images alternated taking hold of her mind.

About ten minutes later, the five arrived at what seemed to be a loading dock of sorts with bored and apathetic-looking worker unicorns milling about with what looked to be a large cargo boat behind them. A moment or two passed until finally one of them noticed the group.

"Huh. Looks like we've got a few failures from the Pass 30s," they growled. "Guess we're ready to load."

"Not so fast," another said. "We may have some more on the way."

"No," Wonderspark piped up. "I was the final one in the group. It's just us five."

"Ah. Alright then, let's load 'er up."

"Wait."

Another unicorn pulled out a box and opened it with a click. Inside of it were dozens of strange rings. The unicorns levitated five rings and put them on the horns of the five ponies.

"What are these for?" Ophiuchus asked.

Hearing this the gruff one huffed.

"You passed the first part of the exam, you should know."

"I think they're suppressant rings," Mysty theorized.

Hearing this the worker nodded.

"Can't have any of you trying to escape. Anyway, bring it down, boys."

He gestured to two unicorns near the boat who turned a set of cranks, opening the door like a drawbridge.

"Everypony inside. Hope you don't get seasick."

Mysty and Scarlet kept their heads high as they entered while Ophiuchus and Sweetie Belle had their heads bowed with Wonderspark keeping a happy medium on her head positioning. Inside the ship was a decent amount of seats covered with thin pillows. Above them looked to be several lights hanging above them, flames flickering inside them. It was probably to make up for the lack of windows to let in any sort of light. The smell of rotting and moldy wood permeated the air as they stepped inside and took their seats. They weren't terribly uncomfortable, but they weren't the best either.

"We're gonna be making a few stops along the way, so be sure to leave some room," one of the workers sneered. "Have fun back there."

With that the door slammed shut, Sweetie Belle's hopes and dreams having fled her body. About a minute later, they heard a loud boat horn as they began to rock on the waters before the boat left the dock. It was official. They had now become Pass 30s.

For sometime, nopony spoke a word to each other. What even was there to say? They were still attempting to grasp the reality of their situation, even though the majority of them had failed this second half on purpose. The only sounds they could hear were the sounds of the boat rocking, the water hitting against it, and the clicking of the lamps above them. A few times, Sweetie Belle's heart lurched when one of the lamps swung a bit too close to the ceiling, afraid that it would shatter and potentially cause a fire.

Then out of nowhere, she heard a gentle and beautiful humming sound within their confines. Soon after soft lyrics filled her ears in a language that, while she couldn't understand, was very beautiful.

"Oy khodytʹ son, kolo vikon.
A drimota kolo plota.
Pytayetʹsya son drimoty:
'De zh my budem nochuvaty?'"

Looking around their sea-faring prison, she found that it came from Scarlet, who had her eyes held shut.

"That's really pretty," she commented, stopping the singing unicorn. "Sorry...I-I just...what's that you're singing?"

Scarlet sighed.

"A lullaby that mama would sing to me and my baby sisters...." she smiled sadly. "Every night she would sing it to us. Whenever we awoke from nightmares, she'd sing it to us....she had such a beautiful voice..."

"I'd say you inherited it from her then....what language is that, by the way?"

"It's Ukreinian."

The two turned to hear Ophiuchus finally speak up.

"Ukreinian?" Sweetie Belle repeated.

"Yes, it is," Scarlet replied. "My first language. I taught Ophie some."

"So....you're not from Trotssia?" Mysty wondered.

Scarlet shook her head.

"A lot of ponies get confused because the dialects sound similar to the untrained ear."

"And what's the song about?" Wonderspark followed.

"It's about a dream and a nap comforting a baby to sleep."

Hearing this Wonderspark smiled. Sweetie Belle could see the wistful happiness in her eyes.

"I....might sing some more later..." Scarlet confessed.

"That would be lovely," Wonderspark replied softly.

Then the group dropped into silence. About half an hour passed, and the whole time, Sweetie Belle couldn't take her eyes off of Ophiuchus. Why did his siblings show so much disdain towards him? Why did he need extra time? And why was his mane around his neck like that? But how exactly would she approach these topics? Before she could ask, Mysty broke the lingering silence.

"So....where do you think they're sending us?"

Hearing this the group glanced around at each other. Mysty had a fair point. Nopony was told where those who failed would be sent. Of course, there were theories--exile, deportation, slavery, even execution--but none of them had any concrete evidence to back them up. The only ones who knew were the ones who failed and those transporting those who failed, but the former seemed to rarely contact anyone in Canterlot or any of the other areas where magic universities were located and the latter....well, they were probably too hardened to give an answer unless you were to pay them a hefty sum, which was money that not a lot of families had.

The group shared collective shrugs.

"Maybe we're going somewhere nice?" Wonderspark suggested. "Like an island community outside of Equestria or something."

"Would we be separated from the Fail 70s? Given special treatment over them?" Ophiuchus asked. "I don't think that'd be fair."

"Who knows?" Sweetie Belle sighed.

More silence followed. An hour passed and then another. Finally Sweetie Belle decided to approach Ophiuchus on who he was. She scooted over to his left.

"So....you're Ophiuchus Starfall?" she asked.

He nodded.

"I know you're Sweetie Belle....I mean, who wouldn't know the baby sister of the Element of Generosity?"

This made her wince. Another reason she'd been under so much pressure and another reason Rarity would be disgraced.

"Um....if you don't mind me asking....what's with you and your family?"

The white-coated stallion sighed.

"It's.....my parents are kind of....astrology and zodiac obsessed. So no matter if the foal was a boy or girl, they were gonna be named after the signs. They....were only expecting 12 foals--"

"But there are two Geminis in your family," Mysty pointed out.

The stallion nodded.

"They're the only fluke in my family that my parents love because....you know, Gemini, twins. Anyway....after Sagittarius was born, my parents thought that'd be it....but surprise..."

He chuckled weakly.

"I.....popped right out of the womb. And that was the day they started hating me."

"They started hating you right from the get-go?!" Wonderspark was in absolute disbelief.

He nodded, glancing away in shame.

"But...they refused to give me up for adoption because....I dunno. I guess they considered me their.....property in some way."

"That's a fucked-up way of looking at it." Mysty sounded disgusted and Sweetie Belle nodded.

"Anyway...." he continued. "That attitude kinda spread to the rest of my siblings, mainly Capricorn and Scorpio. Don't get me wrong, those two can be kind; I've seen them be kind. But...they just hated me."

"Were there any exceptions?" Wonderspark asked.

He nodded.

"Thankfully yeah....there were a few," he admitted. "It was mainly Cancer who treated me well, at least when we got older. Because I was the baby of the family, she became rather protective of me. You saw it first-hand, Sweetie Belle. Just before Taurus ran his course."

Sweetie Belle thought back and remembered all of the questions Cancer had been asking her. They were certainly questions that a mother would ask her foal.

"She was really that nurturing to you?"

He nodded.

"She always made sure that I ate well three times a day, drank enough water, and got to bed on time. Basically she was like a second mother, or I guess the mother I should have had. In fact even before we went to the exam a few hours back, she practically dragged me over to the refreshments table; I didn't have breakfast this morning because we were running late."

"Cancer's one of the only of his siblings I like," Scarlet added. "I will admit she can be a bit irritating with how overbearing she can get, but she has good intentions."

"She treated you the same way?" Mysty asked.

Scarlet nodded.

"She also loved my baby sisters, Chartreuse and Indigo. She was so sweet with them...."

The scarlet pony drifted off and glanced at the floor.

"I just hope that she'll take care of them....was...was I being selfish by leaving them behind? I know they are strong, but....they're still my baby sisters. Should I have just....ran the course?" Scarlet looked as though she was attempted to hold back tears while the others considered what they could say to her.

"I....don't think that's a question any of us can answer," Sweetie Belle sighed. "But I wanna know...why did you three fail on purpose?"

"I'm guessing it was for the same reason," Wonderspark shrugged. "We were at risk of never being able to see someone we care about."

Mysty and Scarlet nodded with no hesitation.

Another hour passed. Sweetie Belle began to wonder if they were truly going somewhere or if the workers were just lapping around a specific course, making them think they'd be going somewhere when the five of them would probably just be thrown into the sea after some time. The thought made her panic and she wished that the silence would be broken.

Mysty seemed to take the hint, at least a bit.

"So....Ophiuchus," she began. "I kinda noticed your behavior during the course, not in like a judgmental way. But....I noticed that you had a bit of a coughing fit each time you tried to run. What's up with that? Is it your mane or something?"

There was a slight relief that flowed through Sweetie Belle, as she hadn't been sure how to approach it. However Scarlet immediately became defensive.

"He doesn't have to tell you if he doesn't--!"

"No, it's okay," the stallion assured the dark-maned unicorn. "I figured somepony would ask eventually."

He brushed aside under his mane for the others to see. To the others' surprise, it seemed to be growing from around his neck.

"Everypony always thought I was pretentious because of how it looked," he sighed timidly. "They thought it was a style choice. Me trying to be different, you know? But it's not. It's a disorder where my mane actually has keratin growing within my neck in a specific pattern."

"So how does that explain the coughing fit?" Sweetie Belle asked, hesitance apparent.

"They're not able to fully explain it, but for some reason, the keratin is produced near my throat. The hairs that grow near it irritate it whenever I do certain activities such as running, which makes me cough. It produces symptoms that match up with exercise-induced bronchoconstriction or EIB, which is kinda like asthma. So I need to be careful or I could have an asthma attack."

"And the....learning disorder?"

He shrugged.

"I dunno exactly what it is, but I have trouble with reading comprehension."

"Trouble how?" Mysty asked.

He shrugged.

"It's kinda like my mind sees sentences in another language or something, like it's going back and forth from English to some strange alphabet. It takes a lot of effort to focus on reading things because of it. That's why I'm supposed to get extra time in exams."

"And you didn't wanna try again?" Wonderspark asked.

"I....kinda felt embarrassed." He scratched the back of his head with his front hoof.

The group fell silent once more.

"So how does that relate to the failure foals?

"Send them to the factory, make them pay their toll."

Another hour passed before the boat jerked to a stop and the door opened to reveal another loading dock. A small group of apprehensive unicorns were waiting there with satchel bags. They too had suppressant rings on their horns.

"Okay," the guard pony groaned. "Since you're not total failures, we'll let you use the restroom and stretch a bit; we also have some food and water to tide you over. Keep in mind, if you try to escape, you will be restrained for the rest of the trip. You have fifteen minutes."

The five of them got out of the boat, carefully stepping off of their seats as their hooves fell asleep. It felt nice to actually be able to move around, and Sweetie Belle smiled a bit, even under their current circumstances. Signs directed her over to a set of bathrooms near the loading dock. After doing her business, she went over to the guard ponies.

"Hang on. I need the Canterlot unicorns for a minute," the head guard announced.

Apprehensively the five walked over and he commanded them to open their satchels. He checked through each one, asked some questions about what was inside, handed them some food and water, and moved on. Sweetie Belle was the last one. Cringing and trembling as he dug through her satchel, he soon stopped and took something out.

"What in the hay are you sneaking in steroids for?" he demanded.

Despite her overt fear, Sweetie Belle did her best to stay strong and assert herself.

"They're not steroids. They're pills for my anxiety disorder. I take them when I have anxiety attacks."

"Mm-hmm....a likely story."

"I'm telling the truth!" she growled. "I'm not somepony who would just sneak steroids onto a ship like that!"

"Listen here, you little--!" he began before a cough cut in. It was coming from one of the other worker unicorns, clearly losing his patience and his will to live.

"Just give the kid the benefit of the doubt. We've seen worse from other unicorns anyway." His voice was worn down and devoid of emotion.

Hearing this the guard's hoof tightened and trembled, shaking the meds like a quiet maraca, while Sweetie Belle's heart bashed against her chest. Finally he relented and placed the meds back in her bag before handing her her food and water. With a sigh of relief, she spotted the other four close to the new unicorns, going back and forth in terms of including them in the conversation. Curiously she trotted over and stood there, listening in.

"--don't really understand what they mean by that," somepony said. It was a blue unicorn with wisps of white and a black mane and tail with specks of red along with a planet-shaped cutie mark. "What do they mean by we aren't total failures?"

"I think it's because we still passed something in the exam," another answered, this one colored yellow with a green mane and a planted flower-pot cutie mark. "It's a kind of hierarchy, I suppose."

"That's messed up," groaned a pink pony with a silver mane in disgust. She had a tiara cutie mark over a peace sign.

"I should've seen this coming," a pony colored poppy-red and her mane a peach-pink, with an eye cutie mark, sighed, more to herself than the others, as she paced around the dock. "Why didn't I see this coming?"

"What? You didn't see that coming?" This one was jokingly spoken by a pink pony with a yellow and orange mane in an accent similar to Scarlet's. Her cutie mark was a film camera with a rose in the middle.

"Very funny, Rose," the tiara pony snarked as she rolled her eyes.

"Thank you, I know I am," she smirked, dropping the accent.

"So....where exactly are we?" Mysty's tone was urgent.

"Appleloosa," the flower-pot pony said plainly.

"Do any of you know where we're going, though?" the planet pony wondered timidly.

Looks of confusion spread about the group.

"I'll take that as a no...." they sighed.

"Nopony does," the tiara unicorn remarked. "We never hear from any of the ones who get sent out."

"Well, maybe it's because they're having lots of fun wherever they are," the rose pony suggested. "I mean, who knows? Maybe it's a fun camp where we learn to better ourselves and our magic. Or maybe a living community where we set up our own rules!"

While Sweetie Belle appreciated this unicorn's optimism, she had a feeling that wherever they were going wasn't going to be all that nice. After all they weren't marked as permanent Pass 30s without a reason. Though wouldn't it be nice to be taken to some sort of tropical paradise where they could all just be happy. She could live in a house by the beach, make a comfy home for herself, do a bit of reading, practice singing, write plays, make her own clothing. All without the pressure of being Twilight's student and Rarity's baby sister. She could start completely fresh, dye her mane and tell, even change her name if she wanted to!

"I mean, not that I WOULD," she thought. "But at least I'd have that choice."

"Alright, time's up! In the ship!"

The guard unicorn's voice broke through her thoughts as the other worker unicorns herded them into the ship like a flock of sheep. Once inside and situated on their spots, the door close with a loud creak and slammed shut before the ship started back up again. This time, instead of silence, the rose pony almost immediately spoke up.

"So how about we go around and introduce ourselves?" she asked. "I mean, who knows how long we're gonna be on this ship for? Might as well get to know each other, am I right?"

Silence permeated the confined watery carriage.

"Awesome!" she continued, her demeanor reminding Sweetie Belle of Pinkie Pie. "I'll start. I'm Rose Sunfall and my pronouns are she/her. I used to be a student at Appleloosa University, go Orchard Ponies!, and my talent is in film-making! I also have ADHD and I've been told I'm oblivious to social cues, though I don't really see it. Anyway, who wants to go next?"

Once again nopony said a word for a good while. Rose merely shrugged.

"That's alright, I can wait."

The tension was palpable and made Sweetie Belle's heart panic and pound. She considered speaking up, just to alleviate her anxiety, which was rather ironic considering it usually worked the other way around with her keeping silent and away from others. But unfortunately there was no option for that, seeing as the room was open and there were no places to hide.

Thankfully the pink pony with the silver mane sighed heavily after some time.

"Okay fine, I'll humor you." She rolled her eyes. "My name is Cadence Silvermound and my pronouns are she/her. I'm also from Appleloosa University and my talent is in diplomacy. There. Happy? Whatever. Somepony go next."

This time, the silence was a bit less deafening with Cadence's introduction still lingering. Soon enough Mysty decided to speak up.

"Guess I'll take a crack at it," she said. "I'm Mysty Starlight, she/her. I'm from Canterlot University and my talent is in spell-casting and shit, which I used to fail the exam. I also have ADHD and strongly-suspected autism."

The Appleloosean students were stunned.

"Wait, you're from Canterlot University--the Canterlot University--and yet you failed on purpose?" Cadence's voice was a mixture of shock and disgust.

"Yeah? What about it?"

"You do realize that that's an elite university, don't you? If you'd passed the exam, you'd get even more privileges from having attended that place alone. Why in Equestria would you give that up?"

"Because of my twin sister. And because of the way you're speaking to me, that's all I'm gonna say, princess."

Cadence merely scoffed as Sweetie Belle had tensed up at the argument.

"U-umm....I'll go next," the space pony trembled, clearly also put off by conflict. "I'm Neptune Bloodstone, they/them. I'm from Appleloosa University and my talent is in astronomy. I have generalized anxiety disorder and social anxiety; doctors also suspect that I might have some sort of other disability like autism or ADHD."

"Now this is what I'm talking about!" Rose cheered. "Just a group of unicorns getting to know each other as we head off to a new life together."

"I just have nothing better to do is all." Cadence simply rolled her eyes. "Like you said, we're gonna be stuck in here for Celestia-knows-how-long. Might as well actually do something instead of just staying in an awkward silence for the entire trip."

"I'll go next." This one came from the yellow unicorn. "I'm Coreopsis Clinquant, weird name I know, you can call me Cory. My pronouns are he/they. I'm from Appleloosa and I'm a pretty skilled florist."

"So you plant flowers or something?" Mysty wondered.

Cory merely shrugged.

"Plant them, arrange them, pick them, sell them, that sort of thing."

"Lit."

"Um....I-I'll go next," Wonderspark timidly piped up. "My name is Wonderspark Hopeful, I go by she/her. I'm from Canterlot University. I'm autistic and have ADHD as well as generalized anxiety disorder. My talent is magic in general and I also kinda failed on purpose."

"How do you kinda fail on purpose?" Cory wondered.

"Well....something happened and I let my emotions get the best of me....." she admitted, her voice lowering as she fidgeted with her glasses.

"Ah."

"Hey, weird red pony," Cadence snapped, looking at Scarlet. "You look familiar. Who are you?"

"What makes you think I'm obligated to tell you, suka?" she spat back.

"U-uh, maybe just....go with it?" Neptune trembled. "I-if you wanna."

Hearing this, Sweetie Belle noticed Scarlet's face soften up a bit before she gave a heavy sigh.

"I suppose. I'm Scarlet Strange, I go by she/her. I'm from Canterlot University and my talent is in witchcraft overall. There's some suspicion I may be autistic, but currently it's speculation."

"Oh, that's why I recognized you," Cadence exclaimed. "What in Tartarus are you doing here if you're so good at witchcraft?"

"I failed on purpose."

"You too? Wasted potential. You could've been amazing, you know. You had no reason to--"

"I gave it up for a close friend of mine," she growled.

Hearing this, Ophiuchus glanced guiltily at the ground.

"I-I guess....I'll go next." It was the frantic poppy-colored pony from earlier. "I'm Poppy Prophecy, she/her. I come from Appleloosa and my talent is clairvoyance. Since we're confessing our disorders, I'm diagnosed with an anxiety disorder and autism."

"So that's why you were saying you should've seen it coming?" Sweetie Belle asked. "And what do you mean by it?"

Poppy nodded. "Everything, really....I could've prevented the five of us from being failed....."

"It's not your job to take care of everything, Poppy," Cory assured her.

"But I truly could've kept us from failing!" she exclaimed as tears gathered in her eyes. "I could've saved us...."

"It's in the past. We can't dwell on it."

"Though it would've been smart," Cadence scoffed.

"Shut up," Cory snapped. "Anyway, we've still got two more."

He looked to Sweetie Belle and Ophiuchus who glanced at each other nervously. In truth neither of them wanted to be vulnerable, but it was going to look suspicious if they kept quiet.

"Just get it over with, Sweetie Belle," she sighed to herself before addressing the others.

"I'm Sweetie Belle, I go by...she/her, I guess. I'm from Canterlot University and my talent is.....um....well, it's not exactly the most useful now....but my talent is helping other ponies get their cutie marks after my friends and I tried so desperately to get ours. I also have an anxiety disorder."

"Let me guess; you also failed on purpose," Cadence scoffed.

"No, actually." She shook her head. "I was failed due to a....I suppose you could call it a technicality."

"Oh....well, that sucks," Cory commented.

Sweetie Belle merely nodded. Now it was just Ophiuchus left.

"....I'm...I'm Ophiuchus Starfall...." he began nervously. "He/him....I'm also from Canterlot University."

"What's your talent?" Cory asked.

Hearing this, Ophie looked down at the floor in embarrassment.

"I....haven't....." he began before mumbling the rest.

"You what?"

"I haven't gotten....." More mumbling.

"Can you speak up a bit--?"

"I don't have my cutie mark, okay?" the white stallion exclaimed suddenly. "....My family took every chance they got to keep me from finding my talent...."

"Wait....that last name sounds familiar...." Poppy said. "Aren't all of your siblings named after zodiac signs or something?"

Ophie nodded reluctantly.

"And I wasn't supposed to be born...."

And with that statement, the silence returned. The rocking of the boat was becoming more violent now and Sweetie Belle swore she heard thunder. She could feel her chest tightening and her heart beating frantically. Nausea wracked her stomach and try as might to breathe, her lungs felt as though they had shrunk to the size of small oranges. Gripping on tightly to her satchel as her heart pounded against her, she shuffled through her bag for the water and her pills. Her hoof trembled as she tried to open the cap and take a pill, but eventually she managed to pop one in and swallow it.

Sweetie Belle knew that it wasn't a cure-all for her anxiety and that it would take a while for it to kick in, so she gripped onto her satchel even tighter and tried to take slow, deep breaths. The rocking still progressed to a much more intense level, making it difficult for her to calm herself. She tried to imagine something that made her happy, but unfortunately, most of it was with Rarity or her fellow CMCs, neither of whom she would see again. Tears began to gather in her eyes once more as her heart proceeded to sink. About twenty minutes later, she started to feel drowsy; it was the medication kicking in. A slight relief flowed through her; a nap would make time go by much more quickly, or at least she hoped it would. Using her satchel as a makeshift pillow, she laid down on the bench and let the meds do the work. And soon.....she nodded off.

Author's Note

I promise we'll get to the dark stuff soon. Just bear with me.

A Foreign Territory

Author's Note

Things are gonna get a bit freaky near the end.....

A Foreign Territory

"At Glimmering Gems, Glimmering Gems

"There's a place for the smartest and the dumbest of them.

"Sweetie Belle! Sweetie Belle! Vstavay, my na kintseviy zupyntsi!"

The faint callings of Scarlet echoed against the unicorn's ears as she came to. The rocking had dissipated, yet she still heard thunder and now a violent pounding of a storm.

"Scarlet, vona ne rozumiye Ukreinian." Now she could hear Ophie's voice.

"Oh...right...Sweetie Belle, we're here!"

Sweetie Belle groaned as she stretched out her limbs.

"No need to say it anymore. I'm up. How long was I out for?"

"Hard to say," Ophie confessed. "Maybe....three or four hours?"

"Yeah, that checks out," Sweetie Belle thought.

Sitting up and despite the blurriness, she was surprised to see that the boat was nearly empty, save for the three of them.

"Where are the others?" She rubbed her eyes to wipe away the blurriness.

"They're waiting in the building," Ophie answered. "Mysty and Wonderspark are just outside the docks. C'mon....we need to hurry, or else we'll get in some serious trouble."

Scarlet grabbed her satchel and helped to put it on her before the three galloped off the boat. They were immediately showered by a freezing waterfall of the sky. And sure enough, Mysty and Wonderspark were waiting patiently, their satchels also drenched.

"Sorry to make you wait," Sweetie Belle began quickly before Mysty cut her off.

"No time for apologies, we need to get our flanks into gear before the guards realize we're missing."

The five cantered as quickly as they could, having to stop occasionally to accommodate to Ophiuchus' coughing fits, over to a large gray building, one that looked like some sort of factory. The only difference was that instead of regular steel doors, the place had rotating steel doors that still blocked the view of whatever was inside. But there was no time to question why; the five quickly made their way inside where the group, now much larger than when Sweetie Belle had remembered seeing it, was gathered in apprehensive chatter. It was at this point she took in the design of the place; while the place looked drab on the outside, the interior looked like some sort of luxury hotel. Gold lined the titanic pillars that stretched up to a ceiling that was obscured by darkness. The flooring was tiled in intricate tessellations, polished to the atom. In the background, she could hear the soft symphony of Neighthoven playing as unicorns dressed in fancy cloaks and garments walked around.

There were two in particular that caught Sweetie Belle's eyes. They were mostly obscured, save for dark hooded cloaks and black full-body outfits speaking to one another in low tones. All she could see were their eyes, both with colors on the cool side of the color spectrum, in this case azure and a sort of violet. For a brief moment they both made eye contact with Sweetie Belle before moving on, continuing to whisper as if nothing had ever happened. She tried to shrug it off, but something seemed to nag at her. They seemed oddly familiar....

"Excuse me?" An unfamiliar voice shattered her out of her thoughts.

Sweetie Belle turned to see a gorgeous ice-blue unicorn with a white wavy mane tinted a slight blue and a snowflake cutie mark.

"Do you know where we are or is everypony in the dark, so to speak?"

Sweetie Belle shook her head.

"I'm just as clueless as you, sorry."

"It's fine. I'm Lydia Blizzard, by the way. I would've introduced myself earlier, but I saw you were asleep and I didn't want to bother you."

"It's fine, I probably wouldn't have woken up anyway." She knew just how deep of a sleep the meds could put her in. "Anyway, I'm Sweetie Belle."

"That's a pretty name."

Sweetie Belle was about to thank her when something caught her attention. Around her neck was a necklace with a charm that looked like a unicorn horn.

"Um...thanks. By the way, what's that around your neck and where did you get it?"

Confused, Lydia looked down and held it in one hoof.

"Oh, this? Yeah, unicorn horn-shaped charms are pretty popular in Trottingham, my home city. My mother got it for me as a sort of good luck charm for the exams. I guess it only kind of worked though, seeing as we're on the same page of failing the kinesthetics' exam, I assume?"

She nodded.

"It's rather odd, though," Lydia commented. "The outside has such a deep contrast to the interior of this place. I wonder why."

"Maybe it's a top secret hotel."

Sweetie Belle's heart jumped into her throat when Rose popped up out of seemingly nowhere.

"How was your little snooze by the way?" she asked. "You looked pretty comfy in spite of everything."

"I....couldn't really feel anything. What did I miss?"

"We stopped at a lot of places," Mysty added. "Manekato, Saint Beneighdict, Manehattan, Seaward Shoals, even Mt. Everhoof."

"That guard pony wasn't kidding about us having to make room in the boat," Wonderspark said. "It got really cramped by the time we got to Whinnyapolis."

"Why were we stopping at all of those places?" Sweetie Belle wondered.

"Hmph, why else?" Another new voice huffed.

Sweetie Belle looked to see another white stallion with a white mane, his head held high. On his flank was an eighth note cutie mark over a microphone.

"To pick us all up. We're all Pass 30s, permanently."

"Excuse me, who asked you?" Lydia quipped.

"She did, it would seem."

"And just who do you think you are?"

"Gossamer Clinquant, Fillydelphia University. I don't know why I've been dropped into this group of....amateurs when I so clearly belong with the highest of society. And yet here I am with you, right at the bottom of the barrel with the scum of Equestria."

"Now listen here, you son of a--!"

Before Lydia could make another retort, a guard whistle sounded.

"Eyes front and center, everypony."

They all turned to face a violet unicorn with a lavender mane wearing square glasses and a lab coat, the latter of which covered the cutie mark.

"Welcome, Pass 30s." His voice was crisp and clear, hardly missing even a single syllable. "To your final destination. I'm Doctor Borealis. I specialize in both medical and mechanical work; as such, should anyone here suffer any severe injuries, do not hesitate to speak up and I shall attend to you to the best of my ability. Now, please follow me. I shall show you to your rooms."

"Rooms?" an orange unicorn piped up in confusion from the front. "What do you mean by rooms?"

Doctor Borealis chuckled in amusement.

"Oh, you silly little filly." He pat them on the head. "Do you think we'd treat Pass 30s so horrifically? Of course not. After all, your academic scores show much promise for you all. I must say, however, that I'm quite surprised that there are some ponies here who scored at the top of their class in the written exams, Canterlot's in particular."

Hearing this Sweetie Belle winced. It truly was a cruel irony that she, Mysty, and Wonderspark had been in the top three for the written portion, but didn't pass the second part. Then again her friends had failed on purpose, but no one else needed to know that. A lump formed in her throat as she hoped that he wouldn't call them out.

"But enough talk," he declared. "We have little to see and so much time to see it all. Wait a minute! Strike that....reverse it."

He turned around and trotted elegantly, keeping his head held high as the others followed.

"The room you are in is, of course, the lobby. The architecture takes inspiration from the art of--"

Almost nopony was listening. Instead they were quietly whispering to each other. Perking an ear up, Sweetie Belle felt as though she would keel over; they were talking about her and her friends.

"I don't believe that the top three Canterlot University students would be Pass 30s," a rose-red pony sniffed. "Their program is far too intensive and aggressive for them to not memorize everything."

"Shame if such a thing were to get around Equestria," an azure unicorn agreed. "The institution's so highly regarded. This could practically tank their reputation."

"Well if they truly are here," a lime-green unicorn added. "I say we find them out. It's more likely they're going to get more privileges here. Maybe if we figure them out, we can convince them to get the staff to give us more privileges."

"But how?" the azure pony asked. "We don't know anything about them aside from them being top of the class and being here."

"I'm sure we'll figure something out," the rose-red pony whispered.

Sweetie Belle gulped as her anxiety struck higher, but she knew that she couldn't fall asleep.

"Don't worry, Sweets," Mysty whispered. "We just gotta lay low and we'll be fine."

"If you're sure....." she gulped as they trotted onward.

"At Glimmering Gems, Glimmering Gems

"Of course they'll all get paid, but the question is when?"

After what seemed like ages, Dr. Borealis directed them to the top floor where a bunch of red doors lined the hall.

"And here is where you'll be sleeping," he finished. "You can pick any room you wish. I do advise you have a room of your own, but I believe we should be able to accommodate you all."

Deep in her gut, Sweetie Belle could feel a tense aching sensation. There was something very off about all of this. Why would they just give a bunch of unicorns free hotel rooms, especially when they weren't pass completes? It seemed that everyone else could sense it as well, as looks of anxiety spread across their faces.

"Go on, pick your rooms."

Dr. Borealis' tone made her stomach flip. He was making it very clear to all of them that this wasn't a mere suggestion. Filled with fear, the ponies each trotted over to a door, each of them surprised to find that none of them were locked.

"Um...couldn't we share rooms instead?" one purple unicorn piped up, anxiety riddling her voice.

Dr. Borealis merely chuckled.

"Why would you want to? I thought at your age, you all craved choice and independence."

"Maybe so," Sweetie Belle thought. "But I sure as Tartarus crave security and protection even more."

"Now get into your rooms, silly fillies," he continued. "It's almost lights out. Oh, and we've also provided you with something that should help you feel more comfortable as you rest for the night. I realize that being in a new place can be rather unsettling, so I advise that you all use it. You'll need to be alert for tomorrow."

Once again, a subtle scent of venom slithered into his tone at the very end of the penultimate sentence, sending shivers down the spines of each unicorn. Without so much as a "good night," everypony entered their room.

Sweetie Belle glanced around the place. It appeared to be a standard hotel room with some additional embellishments. There was a bathroom just off to the side with a walk-in shower, toilet, and sink along with a few towels, which Sweetie Belle immediately grabbed and dried herself off with, as she was still dripping wet from having cantered through that storm, which she could still hear raging outside. She was surprised to find that these towels were softer than average. Sure, hotel rooms towels could be rather luxurious and fluffy, but these towels felt as though she was rubbing a cloud on herself.

"It's kind of like the time I accidentally bumped into Scootaloo's wing," she remarked. "It was surprisingly soft, almost as soft as these."

After she was sufficiently dry, Sweetie Belle headed over to the bed area and took another look around. She was surprised to discover that there wasn't a bureau or a wardrobe or any sort of place where a pony could put their clothes. Of course, not many ponies wore clothing, but it seemed to be a sensible thing to have regardless, especially if somepony like Rarity stayed there.

By the bedside was a nightstand and on top of it was a silver tray consisting of a kettle, a mug, a teaspoon, a tea bag, and a bowl of sugar. This seemed a bit off to her. She knew that some ponies used tea to help them get to sleep, but having random tea just placed on a table? Especially by someone as sketchy as that doctor? She could try her pills, but she knew that with the recommended dosage, she wouldn't be out for very long. Nonetheless it was still worth a try.

Reaching into her satchel bag, she pulled out her water bottle, only to find that it was completely empty. Had she really drank that much water when she took her meds? It didn't matter. She just knew that she wasn't going to touch that tea. Climbing into the bed and turning off the bedside lamp, she tried to get to sleep; however each time she'd be close to drifting off, something would startle her awake once more, be it a swift shadow or the doorknob wriggling as if somepony was trying to break into her room or the air vents suddenly working at full blast, making more noise than a jackhammer.

About two hours later, she was still awake. Each time she'd been awoken by something, she found her eye drawn to the tea. Was this really the thing that would help her sleep? On one hand, it was very sketchy to just have tea laying out with a kettle. But on the other hand, her sleep deprivation symptoms were extremely severe.

"I....guess it wouldn't hurt to try it," she told herself, still doubtful. "At least plain."

Placing the teabag in the mug, she poured the lukewarm water into it and let it sit for a few minutes. Picking the mug up, the tea practically spilled over from her trembling hooves as her stomach tensed up. Nonetheless she bought it to her lips and took a sip.

She almost immediately spit it out.

Her face tensed up as her lips pursed and her eyes scrunched shut. The taste was more bitter than pure ginger tea, making her want to puke. But she knew that she needed to sleep.

"That's...probably why they added the sugar," she thought.

Banging down the mug on the bedside table, she desperately snatched up the sugar bowl and practically poured the entire substance into the mug before mixing it in and taking another sip. This time it was far more tolerable and even somewhat delicious, though there was still the bitter aftertaste. Soon enough she had drank the mug in its entirety and got back into bed.

Nonetheless she was still awoken. However it wasn't by anything such as a shadow or the knob wriggling. It was her own body. She needed to use the bathroom. Hopping out of bed, she headed into her bathroom and voided the contents of her bladder before flushing.

As she was washing her hooves, a sudden drowsiness overtook her, practically putting her in a waking slumber. It was as if she could almost fall asleep right where she stood, and yet her anxiety was beginning to re-emerge. Her heart pounding, she tried to walk back to the bed, only to find that everything was beginning to distort. The room was swirling, stretching out, rocking back and forth, and stretching up and down, side to side; the floor was waving like a magic carpet, sinking and rising, shaking, and sometimes all of this was happening at once.

Sweetie Belle could barely think, her mind so overloaded and overwhelmed by all of this stimuli as she tried to stumble her way back to the bed, her head throbbing erratically. Trying to speak, she found herself burbling out random nonsense, as if some sort of alien had taken control of her. Soon she couldn't get herself to shut up and her body was on autopilot, stumbling this way and that as the noises in the room began to fade in and out in echoes. Then out of nowhere her blurry vision froze and her body stiffened along with her face as she felt gravity tilt her to one side.

THUD!

Sweetie Belle didn't see herself hit the ground, but she certainly could feel it as the sting reverberated through her face. Her eyelids twitched up and down like a flashing image. She tried to call out for help, but her throat was slowly closing up until she felt that she could hardly breathe. Her mind began to slowly shut down until suddenly.......

It all went still and silent.

In the Depths of Tartarus

Author's Note

Things are getting pretty horrific.....

In the Depths of Tartarus

"At Glimmering Gems, Glimmering Gems

"In here they might end up making a friend."

Every sense seemed to flood back into Sweetie Belle as she came to, causing her to wince involuntarily. Instead of a hotel bedroom carpet, however, she felt cold cobblestone underneath her and heard the sound of water droplets against stone. What happened to her while she was out? What was in that tea? And perhaps the most important question; where in Tartarus was she?

Standing up, she looked to see that she was in some sort of cell, a dungeon cell to be more precise. One wall had two chains holding up a small cot; more accurately, it was just a plank of wood with thin blankets on top of it along with a pillow, the initials G.G. embroidered on them in violet. On the other side was a small bucket and a sink barely holding up on the wall. There was one single window in the entire cell, but it was too high up for Sweetie Bell to see out of.

As she was checking the place, she noticed that she was carrying less weight. Gasping, she whirled to her side to see that her satchel was gone. Panting rapidly, squeaks emerging from within, she searched every inch of the cell, but it was a fruitless venture. Where could it have gone? Did Dr. Borealis take it while she was unconscious? And why?

"Maybe I could ask?" she thought. "Surely there must be somepony here, let alone one who knows what happened to my satchel."

Slowly, the mare approached the bars looking out into a dark hallway, illuminated by torches.

"U-um, excuse me. Is there any pony who knows where--?"

Out of nowhere a figure popped up, snarling at her, causing her to shriek out and jump back in fright. It looked like a pony in its silhouette, but the rest of it was like something out of a horror movie, or perhaps even worse. Its eyes were bloodshot, the veins pulsating as it stared her down without blinking. Above and below its eyes were also red and infected cuts, no indication of lashes. On its head was a red pentagram that looked to have been carved out from a saw of some kind. Crust on the side indicated some sort of infection. As it bore its teeth, Sweetie Belle saw that its gums were a dark scarlet and the teeth were rusted red, all of them appearing razor sharp. She also saw some red foam on the sides of its mouth, reminding her of a rabid bat. And all over its body were strange symbols, all of them in red, all of them crusted on the side, showing clear signs of infection. A few of them were even oozing out red pus.

Its ears were also crusted over, having been bent at an odd angle. Meanwhile its mane and tail were infested with small, writhing parasites, some of which had been biting at the bases of the mane and tail; she even noticed that a few were burrowing into some of the nearby symbols. And on its neck, connected to a chain, were nails protruding out of it, except it was the flat parts that were exposed.

The entire sight was enough to make her stomach churn and even make her ill as the creature continued to snarl at her. It also began to make a cacophonous attempt at speech, but it all sounded demonic and she couldn't understand a word.

"That's enough!"

A stern voice approached the distorted beast who quickly backed down. The voice in question was a violet unicorn with a whip cutie mark and short dark green mane and tail, clearly having been done by themselves.

"Get back," they snapped. "Back!"

The creature whimpered before hanging its head and muttering out an unintelligible apology and backing away. The unicorn turned to her.

"Sorry about that," they apologized casually. "Halcyon can get a bit.....aggressive when ponies approach the bars. We don't want any of you getting too curious."

The tone in the unicorn unnerved Sweetie Belle who continued on as if this was an everyday occurence.

"Anyway, I'm Dr. Equinox, the facility's beast tamer."

"B-beast tamer?!"

Dr. Equinox merely nodded.

"I'm in charge of training our newest beasts, keeping them in line, that sort of thing."

Sweetie Belle was briefly rendered speechless, but she tried to swallow down her fear and assert herself. Tried being the keyword.

"Wha....what am I doing here? Where's my satchel? Where are my friends?"

"Relax, silly filly," Dr. Equinox assured. "Your little bag is safe with us, as are your friends. Most of them are still out cold, though. I guess the tea wore off on you quicker than expected. As for where you are....well....that's currently a secret. But don't worry; it'll be revealed in due time."

"I...I don't think you understand.....I need that satchel," she trembled. "My meds are in there."

"We'll give you your meds with your breakfast. Are you vegetarian?"

"What's a vegetarian?"

Dr. Equinox tilted their head curiously.

"You've never had meat?"

"I....guess not."

Hearing this the doctor smiled.

"Well then, this'll be a first for you. We have a nice stew for you all."

"It's not drugged, is it?" Sweetie Belle narrowed her eyes, not willing to take any chances after her previous experience with things they gave her.

The doctor chuckled.

"I promise you, it's perfectly fine. The only drugs you'll be getting, if needed, are your meds. Any other questions?"

"Yeah....when are we gonna get to leave these cells?"

Dr Equinox paused to consider this, making the silence linger over Sweetie Belle for as long as possible.

"....Sometime. Not quite sure when. Could be a minute from now. A week from now. A year from now. Who knows? Anyway, breakfast will be in a while, so get comfortable.....if you can."

With a small smirk, Dr. Equinox trotted away slowly, letting the hoof steps echo off the walls and floors of the Celestia-forsaken tomb. Her heart beating wildly, Sweetie Belle headed over to the poor excuse of a bed and laid down on it. To her surprise, the pillow was incredibly soft, and it reminded her of the towels she'd used to dry herself off the night prior, assuming that this was in fact a new day.

For sometime, Sweetie Belle laid there and thought about how surreal this whole ordeal truly was. A single mistake leading to a boat ride. A nap on a boat ride leading to what seemed to be a hotel. And a hotel room leading to wherever this place was. All in possibly less than twenty-four hours, her entire life had been flipped on its head. And so had her friends' lives. For that matter, she still had no clue exactly where her friends were. The last time she saw them, let alone spoke to them, was at that hotel lobby, the one where she saw the two unicorns dressed all in black. Their eyes seemed familiar to the mare, but she couldn't quite pick out why.

About an hour later, she was startled from her thoughts by a loud creaking noise and something sliding across the floor before she heard a metal door slam shut. She glanced over to the floor and saw a tray with a bowl of what looked to be stew along with a glass of what looked to be cranberry juice. Beside it was her bottle of meds. By this time, she began to notice the calls and chatter of ponies nearby, along with several snarls and screams. Several of them were demanding answers or to be let out. Others were crying out for friends or family.

Despite her overwhelming hunger, Sweetie Belle was skeptical about ingesting whatever this meal was. Dr. Equinox claimed the stew wasn't drugged, but at the same time, they also casually spoke about taming beasts or demons or what-have-you. How anypony could trust a doctor like that was beyond her. Ultimately she decided to leave it be and go back to thinking over her situation.

"At Glimmering Gems, Glimmering Gems

"Yet none of them know that they are all condemned!"

"Hey.....hey! What in Tartarus are you doing?!"

A voice startled Sweetie Belle back out of her thoughts. Looking up she saw another unicorn, this one blue with a blood-red mane, glaring at her.

"You should've had your breakfast by now! I can't let you ponies out until you've all eaten, boss' orders."

Hearing this, and sensing the agonizing pang of hunger wreaking havoc on her stomach, Sweetie Belle relented on her initial decision and trotted over to the tray. The stew--which looked to contain potatoes, onions, carrots and celery--was lukewarm by now, but she couldn't afford to complain. Taking the spoon that accompanied it, she took a taste. The broth was salty, but balanced out by the taste of what she assumed was paprika, somehow making it a bit sweeter. Something foreign touched her mouth as she ate. It was firm, but chewy and had a sweet taste.

"Is this the meat that doctor was talking about?" she wondered as she ate.

Before she knew it, she'd finished off the entire stew. A rock settled in her stomach and she decided to take a drink as well. It was rather sweet, but had a strange taste to it, a taste that was familiar to her but she couldn't quite pinpoint why. Soon she'd finished off the beverage, but kept ahold of the anti-anxiety meds, knowing the side effects.

Once the beasts had awoken and Doctor Equinox had arrived to keep them in line, the unicorn who had rudely awoken Sweetie Belle from her thoughts went around to each cell and opened it, letting out each and everypony. Hers was the last one to be opened and she trotted out to see all of the other Permanent Pass 30s. She looked through the worried whispers and managed to find her friends.

"You're okay!" she whispered as she approached them. "Did the tea make you pass out as well?"

"Uh-huh," Wonderspark nodded. "Well.....I think it was actually the sugar, or whatever it was, that caused us to pass out."

"When it kicked in, I felt like I was on some sort of acid trip from Tartarus," Mysty added. "Maybe it was some kind of strong sleeping drug mixed with LSD?"

"Who knows?" Scarlet shrugged. "I'm just glad we're still alive. It's so dark down here and those beasts....what layer of Tartarus did they even come from?"

"I dunno, but that stew was pretty good," Ophie admitted. "Though I don't think I've ever had meat before....the unicorn who brought it to me told me that it was beef."

"The pillow on the bed was really soft as well," Wonderspark added. "It kinda felt like pegasus feathers."

"It felt exactly like pegasus feathers," Sweetie Belle said. "And it was embroidered with the initials G.G."

"G.G.?" Ophie asked. "That was embroidered on the curtains in my hotel room. And the towels. And blankets."

"I just saw it on the pillow in the dungeon cell."

"I saw it on practically everything," Scarlet said.

Mysty and Wonderspark nodded in agreement, making Sweetie Belle feel like an idiot.

"How did I miss those?" she groaned. "They were right in front of me."

"I mean, we were all under a lot of stress," Ophiuchus tried to assure. "Maybe that made you miss them."

"It's possible," Scarlet agreed.

"Alright, Pass 30s!" the unicorn who had snapped at Sweetie Belle called out as they moved up to the front. It was then Sweetie Belle noticed they had a skull cutie mark, making her stomach churn. "Form two orderly lines. No funny business or I'll have to have Doctor Equinox....unleash the beasts."

After saying this, everypony quickly formed into two orderly lines, with Sweetie Belle finding herself in the middle. The blue unicorn turned to face them.

"My name is Doctor Bloodstone. I'm sure many of you have been wondering where you are and why you are here. Well, both of those questions will be answered today in a few minutes. We are currently in the underground holding cells, so we have quite a lot of flights of stairs to climb. Follow me. No talking or looking behind you. These steps can get rather perilous, and we certainly wouldn't want to risk having any.....accidents."

Doctor Bloodstone led them to a thin and steep spiral staircase, forcing the two lines to merge into one as they climbed their way up, with Doctor Equinox bringing up the rear. They passed by various floors with various sights and sounds. On one floor, Sweetie Belle heard the sound of a roaring buzzsaw, and she swore she could faintly hear what sounded like a scream. On another she saw what looked to be a cyborg pony patrolling the hall in perfect, even steps. On another was a unicorn cleaning up what looked to be paint. Doctor Bloodstone wasn't kidding; they seemed to be climbing an endless staircase, or more accurately a mountain of them. Soon enough her hooves and legs were beginning to throb and ache from all of the walking she was doing, especially with some of the metal having small spikes on them for some odd reason, giving her pricks to the outer layer and also making it itch.

After what felt like hours, they finally turned off of the stairwell and split back into two lines, finding themselves on what looked to be some sort of factory floor, but with more elegance and polish. Doctor Bloodstone led them to a set of double doors, covered in red velveteen and embellished with a purple G on each door.

"I am thrilled to say that the answers you Pass 30s seek lie within this very room. In a few moments, you will be led into our viewing theatre, where Doctor Vessel will introduce you to what will be in store in the foreseeable future for you scholarly unicorns. You will also get to meet the co-founders of this facility and find out what it is we do here."

Raising a hoof slowly, he pushed open one of the doors.

"Have fun...." he snickered as they entered, making Sweetie Belle's blood curdle as they ventured into the unknown.

The Ugly Truth

Author's Note

Someone put this in a collection titled "Please don't be dead" and I'm kinda touched. But no, this isn't dead, it was just taking me time to get this out. I don't know if I'll be writing any new lyrics that have been between the sections of the chapters, but you never know.

WARNING: This chapter contains mentions of cancer, severe burns, depictions of surgery, induced disability, betrayal, blood, (lots of blood) blunt force trauma, dissociation, a seizure, vomiting, yelling, body horror?, all of that fun stuff.

And it's all going downhill from here.

The Ugly Truth

"All things can be made from a pony you see

"It only takes a little creativity."

The Pass 30s gasped in shock as the unicorns continued, but they were hardly listening as the faces were so frighteningly unsuspecting.

"They have to be from unicorns!" the faces replied together.

Sweetie Belle especially couldn't take it, her legs began to feel weak.

"Live unicorns who still have magic in full horns." The purple-eyed pony spoke.

Her pale mulberry coat with a light-gray tint.....

"Horns that could be turned into many things." The azure-eyed pony continued.

That light, shimmering gray coat.....

"Things such as lightbulbs, lenses, liquid glass."

The dark-sapphire mane and tail. The mane and tail with strokes of moderate purple and brilliant raspberry. The mane and tail curved towards her face.

"Bath salts, face masks, perfume."

The indigo mane and tail. The mane and tail with shades of mulberry. The mane and tail in perfect curls.

"Medicine, medical casts, multitudes of solvents."

Those wings and star cutie mark.

"Makeup, mane and tail products, bottled magic."

The three-diamond cutie mark.

Both of them finished together.

"And most of all....our famous necklaces! All made from the horns and more of those useless unicorns!"

Princess Twilight Sparkle and Rarity began to laugh.

Sweetie Belle's heart felt as though it was sinking and shattering all at once. This wasn't the Twilight she knew. The Twilight she knew was kind, if a bit eccentric. Who taught her magic. Who was the Princess of Friendship. Who ran the School of Friendship. And Rarity.....her own big sister. Her own flesh and blood....no....this wasn't right! Rarity was the Element of Generosity. She was a fashion designer. She ran the Carousel Boutique in Ponyville and had one in Canterlot. While the other unicorns expressed shock and disgust, and Mysty and Wonderspark felt anxiety for their friend, Sweetie Belle's heart and mind stormed with betrayal as more tears came to her eyes. And soon, she couldn't hold it back in.

"I THOUGHT YOU LOVED ME!" Sweetie Belle's anger, despair, and betrayal shot like a soaring bullet through the ears of everypony, stopping Twilight and Rarity's laughter fest.

"Huh?" Twilight wondered.

"What?" Rarity gasped as Sweetie Belle continued on, her legs hardly being able to hold her up and her infuriated voice wracked with tears.

"I thought you both cared about me! About everypony."

She whirled on Twilight and shot out an accusing hoof at her.

"You're supposed to be the Princess of Friendship! A friend would never call another pony useless. A friend wouldn't torment them in these horrible conditions! You know friendship better than anypony, and yet you're just choosing to throw it away?"

Sweetie Belle then turned to the one who broke her heart the most, pointing another accusatory hoof.

"And you! You're my own sister. The one that I've looked up to ever since I was a filly. The one I always wanted to be like. The one I always thought was amazing and kind. How could you decide to just use me as slave labor? What happened to a family being forever? I gave it my all and worked my flank off at that exam....and you know why? I did it for you both! I did it, so neither of you would be shamed like all of the other failing students' friends and families! And now I find out that you've both been torturing them?!"

Her legs soon gave out from the stress and shock and she collapsed to the floor, looking up at the two with more tears welling in her eyes.

"I.....I thought you both loved me...." she squeaked out.

Twilight and Rarity seemed apathetic at first, their faces stoic and stone-cold. But slowly Rarity's face morphed into one of fury, as she shouted back intensely.

"Of course I loved you! I worked so hard for you. Because I wanted you to succeed! I wanted you to be renown. I wanted you to go out there and pursue your dreams, because I loved you!"

Loved....past tense.....no, that couldn't mean---

"And I did too!" Twilight's own voice was just as fury-stricken. "Why do you think I busted my own flank to teach you everything I knew? Because I wanted you to pass."

"I turned down a once-in-a-lifetime chance to take my fashion beyond Equestria! Because I chose to give all of my time to you, my own flesh and blood!"

"I made you review day and night because I know what goes on here! I gave you tips and tricks that I wouldn't give any pony that I didn't think would succeed!"

Twilight paused for a moment and tried to calm herself, as did Rarity.

"We knew, Sweetie Belle...." Rarity's voice softened briefly. "We knew what went down here. That was why Twilight and I pushed you so hard....we didn't want you to end up like us...."

"I....I don't understand...." she whimpered.

"....We both run the place," Twilight began, a hint of penitence in her voice. "And we're doing it because we care about everypony. Unicorn horns can be used for so much, but the factory wasted the rest of the ponies before they brought us on. They told me there was a way that we could create new markets to avoid another Great Famine, something nopony should ever have to experience."

"And they spoke to me," Rarity added, her voice also laced with regret. "After Twilight told them about how I got my cutie mark. My know-how of gems helped me work my way up.....but then the namesake got in the way."

No pony asked.

"Starlight Glimmer," Twilight continued. "Had also been asked to help. But when she heard about this business endeavor, she wanted this entire place shut down and for the operation to cease completely. Starlight tried to stop us from going forward.....but sacrifices often have to be made for the greater good, and so we named the company in honor of hers......."

"And thus Twilight and I found ways to make use of each and every unicorn in their entireties. For instance, did you know that a pair of unicorn eyes--when hardened, polished, and painted--make amazing substitutes for earrings? They can pass for makeshift pearls so easily! Or that a unicorn's hair makes a great addition to a shirt made of the coat?"

"You.....you sadistic bitches!" a lavender unicorn snapped. "Turning living ponies into mere commodities? Into aesthetics?! How demented do you have to be to think that's okay?!"

"It's not just aesthetic," Twilight assured. "Why do you think certain disease rates have dropped or why some diseases have disappeared entirely? Why do you think so much of Equestria is in good health nowadays? Because the things we collect from these failures can go towards saving lives at a significantly-lower cost than most places. The blood we collect from some of the unicorns often go towards blood transfusions. The bone marrow for stem cell transplants. Their organs for those whose own have failed. Coats for coat grafts. Manes to make wigs for ponies with cancer. The list goes on! And I personally make sure a vast sum of the kingdom's treasury goes to giving these necessities to ponies who wouldn't otherwise be able to get them.....how can that possibly be demented?"

There was a moment of silence. Sweetie Belle didn't like that she was actually considering that maybe they had a point. If they were in the right, even just a little. After all, cancer was deadly as many a-pony knew....and there were innocent fillies and colts suffering from it. Did....did they have a point? Was this just a necessary evil?

"And we've also given Equestrians a new taste experience," Rarity added. "In fact, we found that horse meat and blood tastes quite excellent in stew and as dri--oh!"

Rarity jumped as Twilight violently elbowed her in the side, but it was too late. Sweetie Belle's stomach tossed and turned like a spin cycle and she felt that she was going to vomit right where she had collapsed. Several other ponies were way ahead of her and the splashing and hurling filled her ears.

"But rest assured." Rarity tried to speak over the mass vomiting. "Not all of them will be....dealt with. In fact, some of them won't even have their horns removed. But they might be....modified if needed."

"What in Tartarus do you mean?!" a sparkling-violet pony from Crystal Empire University spoke up as she tried to clean herself up. "I thought you said you used each and every pony."

"Oh, we do, darling. But some will be spared the inevitable in favor of our little morale booster."

With a swishing hoof, Rarity gestured to the choir that had been singing the entire time, all of them still had their horns, but there was something off about some of them. Their eyes gave off a distant glaze as their horns glowed. The movement of their mouths had a mechanical rhythm to them, making Sweetie Belle feel on-edge.

"Now as a welcoming gift," Twilight continued on while some lifeless-looking ponies began to clean up the bile that had been expelled from the ponies. "We have a little activity that we like to let each Pass 30 do. And that is to help us make a necklace. Each of you will be able to have your very own unicorn-horn necklace to keep, and you'll get it directly from the source!"

The princess of friendship sounded far too excited for Sweetie Belle's tastes.

"You better be kidding!" Mysty snapped. "I wouldn't help you do this even if you paid me!"

"Are you so sure about that?" Rarity questioned with a hint of condescension in her tone, also mixed with a warning. "If you'd rather face what most of those failures will have to go through, we can put you through a quick examination."

"Wha....what do they have to go through?" Poppy gulped, not sure if she truly wanted to know the answer to that question.

Hearing this, Twilight and Rarity glanced at one another. Sweetie Belle could just barely spy a small smirk on each of their faces.

"Shall we give them a demonstration?" Twilight asked.

"Oh, yes, I do believe such an example is waiting to be made." Rarity gave a ladylike chuckle, but a sinister undertone slithered slyly inside it like a sidewinder on desert sand. She turned to the area holding the Fail 70s. "Guards, bring one of them forward."

One guard gave a single nod and they then came together; they seemed to be discussing something. Their eyes were flicking up and down from their clipboards to each other as they feverishly debated. After a few moments, they nodded and headed for one of the rows further back. The factory had fallen practically silent by now, save for the ambiance of machinery, the creepy choir, and the hooves of the workers clicking against the floor. Of course Sweetie Belle could also hear her heart pounding against her brain as she still tried to grasp this terrifying reality; her own sister, the very flesh and blood who raised her, was running such a horrific.....there was no way she could call it a job or a career. It was too sadistic, too torturous, too terrifying......Hell. That was the only proper word she could think of. This place was Hell itself.

And it was about to get a whole lot worse.

A loud, slow, and echoing creak grated against Sweetie Belle's ears, causing her to wince. What would the poor pony they chose be put through, she had no idea, and the fact that it was taking them so long to bring them up to the front was only causing her more stress and anxiety. On top of that, with its pruning rate in terms of grading, the chances of that pony being a Canterlot University student was far too high for her liking. After several minutes, the guards began to emerge back into view with one of the Fail 70s. The Pass 30s were all anxiously curious as one of them slowly walked into view.

That was when she heard a cry of horror behind her, causing her to jump. Her anxiety put her slightly on edge and in irritation, but it soon became more than understandable when she could make the unlucky soul out clearly. The coat of the unicorn, a pastel-pink, had been kept in pristine condition along with her light-fuschia mane, a naturally wavy one. The eyelids had been pierced and pulled back, the eyes looking glazed over and blurry, causing the unicorn to stumble. But the dead giveaway was the cutie mark; a flower-bouquet.

"No, please!" Mysty was nearly shrieking. "You can't do this to her! She doesn't deserve this!"

The unicorn being escorted whirled her head around blindly.

"Baby sis?!" Poppy Starlight gasped. "Is that you?! Where are you?!"

"I'm right here!" Mysty exclaimed before breaking from the group and past the guards, grabbing her face. "Look at me please! I'm right here!"

Mysty was looking directly into her eyes, but Poppy didn't smile as she normally did when she saw Mysty.

"Baby sis...." she replied. "....I can't see you."

Mysty kept shaking her head, tears peeking over her own eyelids.

"No....don't do this to me.....please......just look at me...." Her voice, once bold, had withered away to a hoarse whimper. "Look.....and see me.....please....."

"....I'm sorry, baby sis...."

Mysty's heart was in knots.

"...No...this is wrong..."

"It's okay that you didn't pass the second part," Poppy smiled, still trying to stay strong. "You did your best--"

"I failed it on purpose."

Silence settled on the two.

"...You what?"

"....I failed it on purpose....because I wanted to be able to see you again."

"Well, you can certainly see me." Poppy gave a sad chuckle.

"Can we please hurry this up?" Twilight stomped her hoof twice in a business-like manner. "There's a little filly with that exact coat color who suffered severe burns in a house fire and another going through chemo with the same mane and tail color."

This piqued Poppy's interest.

"....How old are they?"

"The coat match filly is only 10 pony months and the mane and tail match filly is 1 pony year."

Hearing this, the unicorn gave a sad smile before fumbling with a hoof to place against her twin's cheek.

"It's going to be okay, baby sis," she whispered to Mysty. "It's not going to be in vain....I'll live on through those two fillies in need."

"But I'm a filly.....I'm in need of my sister," Mysty squeaked, her voice regressing back to a filly's.

There seemed to be a moment of silence, save for Mysty's gasped sobs as she tried to grasp the dismal reality. Her own flesh and blood, being treated like a farm animal and then used for Celestia-knows-what. It was a horror beyond horror itself.

Suddenly Twilight cleared her throat.

"Guards, make sure you're gentle with pulling out this horn and be sure to clean it extra-nice."

As if there was some sort of code, Poppy nodded.

"It'll be okay, baby sis. I'm not going to be gone forever. Just please stay strong."

Mysty tried to choke back sobs.

"It's.....it's not fair...."

"Life's not fair, kid," one of the guards huffed. "Now get back with the others before I drag you back there myself."

Poppy fumbled around with her hoof before hugging her sister close.

"....I love you, baby sister," she smiled. "Just be brave, alright? Be strong."

"....I...I love you too, big sister," Mysty choked out as she hugged her back, not wanting to let go of this moment, wishing for nothing more than to let the two of them stay like this.

Suddenly she was yanked away, crying out as she held a hoof out to Poppy who was being lead down a hallway. Sweetie Belle winced at the scream, a blend of emotions whirling inside of her. Was this really the Princess of Friendship and her big sister? No, they had to be imposters, changelings. Yes, that was it. They were simply changelings, sent by Queen Chrysalis to strike fear into their hearts. Or maybe they were just actors and the entire place was just a set for a horror movie. Sweetie Belle had always wanted to give acting a try. That was what most of her mind was saying; the logical part of it was in awe of just what lengths the brain would go to to make a traumatic situation more bearable.

Another set of guards prodded the Pass 30s towards the room Poppy was being lead to.

"This....this is not going to end well," Poppy Prophecy gulped.

"You don't need to be a prophet to see that," Cadence huffed, but a small lace of fear giving her away as they were lead deeper into the factory, unsure of the horrors that awaited them.

"Of course it may seem wrong, but it's a needed vice.

"These ponies became failures, so they'll pay the price."

The hallway was dark and chilly, each hoof clicking against a metal floor as they walked along. Nopony said a single word

The door of the room slammed shut, steel echoing against the walls before the lights flickered on, revealing what looked to be some macabre combination of an operating room, a torture chamber, and a morgue. Various machines were placed all around the room and in the center of it was a gurney bolted to the floor. Above it were four metal claws and behind it looked to be a set of corpse lockers. And all around the wall were sets of monitors. One of the workers was setting up the gurney, wiping it down with a disinfectant and drying it off as Poppy was lead to it. The guards forced her onto the gurney and chained her down with the metal claws before fastening the links to the gurney.

"Now this is just one of the many fates we have in store for them."

Sweetie Belle didn't want to hear their voices anymore; Twilight and Rarity had been leading double lives, ones that tortured other ponies no less, a complete disregard of the values they were supposed to represent. And the worst part was they didn't even seem to show any sense of guilt, no glint of remorse.

"Prior to being placed in their enclosures," Twilight continued in a matter-of-fact business tone. "They each undergo an examination to see what we can utilize from them. According to Poppy Starlight's chart, her eyes are perfect for a set of pearls, her coat for a coat graft, and her mane and tail for a wig."

A panel of the wall slid open and a group of unicorns dressed in surgeon garbs entered, one of them levitating a metal tray. before setting it down on the table next to the gurney.

"Of course for this, we always do the coat and mane first." Now it was Rarity's turn to make Sweetie Belle sick to her stomach. "Even though we do wash both prior to sending them out, it's ideal to avoid getting blood on any of it."

One of the surgeons levitated a razor off of the metal table while another adjust the gurney to look somewhat like a salon chair. Draping her mane over the back, the surgeon turned on the razor and began to carefully shave away at Poppy's marvelous mane. Each hair dropped inside of a clear container.

"Now these surgeons are professionally skilled in their craft," Rarity continued. "At Glimmering Gems, precision matters. Not a single detail can be out of place. Of course some of them don't learn as quickly as the others, but still had a grasp on it. We recently figured out how to make this work. All it takes is a slight....modification."

It was then Sweetie Belle noticed that one of the unicorns had a glazed look in their eyes, their pupils were mere pinpricks and their smile was too uncanny to her liking. Their mere presence made her tense. Once all of the mane was shaved, they moved onto the tail, simply clipping it off. After this, another surgeon took out a razor and the two both began to shave away at the beautiful coat, taking their sweet time in making sure not even a hair was left behind. In about seven minutes, they were finished, and all Poppy was left with was her muscles and tendons on display along with her cutie mark sitting right on top of it. Tiny veins within the muscles pulsed slightly as the blood rushed through them, only making Sweetie Belle feel worse, the contents of her cannibalistic meal she was given hardly sitting well with her.

"Now that we've collected those, it's time to move on to the eyes," Twilight said as a machine emerged from the ceiling. "We have created a multi-purpose device to allow the extraction of various external body parts."

The machine rotated to reveal what looked to be a large dual melon baller or ice cream scooper, except the edges of the metal dome were much sharper and each one had a small slit of sorts. It looked very well-cared for, in fact too well-cared for.

"As you can see, these scoopers are engineered to fit the average size of a full-grown unicorn's eyes." Rarity took over as the machine whirred to life and closed in on each of Poppy's eyes. "The slit in each one allows the optic nerve to slide in easily; once inside the eye sockets, and when the optic nerve is inside the slit, the scoopers sever the optic nerve. Over the years, we have been perfecting this technique to make this part of the procedure as painless as possible. Bloody eyes don't work well as substitute pearls after all. If you will all direct your attention to the monitors there, you'll see the process in its full glory."

The last sentence was not a request.

Sweetie Belle watched in horror as each scooper slowly dug underneath Poppy's eyes, the pony shuddered as the cold metal hit her skin and slid past the eyelids. She could almost feel the cold metal on her own eyes. Suddenly the monitor was lit up, revealing the inside of the eye sockets, making many of the Pass 30s recoil. It was then that Sweetie Belle noticed that Poppy's eyes bulged out ever so slightly

Soon the optic nerve became visible just a bit in the peripheral. Before anypony could say a word, the sides of the scooper moved inward quick as a flash. Poppy flinched slightly, but didn't seem to give any indication of pain. The monitor fell into darkness and the scoopers slowly brought the eyes from out of the sockets. As soon as they were removed, some of the pony surgeons fastened a deep tray underneath them, and just in time too, as blood began to cascade from them. Once again, Poppy gave no indication of pain.

"How did you show us the inside of the eye sockets in such detail?" A forest-green unicorn from Whinnyapolis wondered curiously to Twilight and Rarity, much to the shock and disgust of her fellow Pass 30s.

"Good question," Twilight replied cheerfully as if she were teaching a lesson on magic instead of presenting a fatal surgery while the scoopers slowly descended. "Inside of each scooper handle is a tiny camera. On command these cameras will flip up and a light will activate so that every part of the inside is visible. Of course as some of you may have noticed, this does cause a slight protrusion of the eyes, even with how small they are. Rest assured we're working to rectify this."

By this time, the scoopers were within reach. Two of the pony surgeons levitated each with their horns and gently set them in a box.

"But of course, we can't forget our signature product," Rarity continued as the scooper retracted. "Our unicorn horn necklaces!"

The machine rotated to reveal what seemed to be an inverted drill.

"And thus we present our factory's pride and joy; The Horn Extractor," Twilight said with a smile. "Not the most clever name, but it gets to the point."

The extractor whirred to life and settled on Poppy's horn, covering it in its entirely and settling on her maneless, coatless head. A muffled vacuuming sound could be heard as something was sucked up into a tube.

"What's it doing now?" the forest-green unicorn asked.

"Why the hell are you asking?!" the lavender pony snapped, getting close to the curious unicorn so that they were practically touching muzzles.

"I...it's not my fault I want to know things!" She backed away slightly, clearly uncomfortable with her personal space being forced closer in.

"You want to know about how they're killing a fucking pony?"

"I just want to know what's going on!"

Suddenly the lavender unicorn lashed out a hoof and punched the forest-green unicorn, making her stumble as she cried out. Sweetie Belle winced, practically feeling the pain.

"You bitch! You're as sick as those two! I don't know why I ever called you a friend."

At this, several of the unicorns turned their backs on the forest-green unicorn who had a look of betrayal on her face as she rubbed the spot where the lavender unicorn had punched her, tears forming in her eyes. The look made Sweetie Belle's heart sink. Of course she agreed that it was a morbid and sick curiosity, but it certainly didn't warrant violence against the one who wanted to know.

"The extractor is currently adjusting itself to fit perfectly on the size of her horn after removing the suppressant ring." Twilight continued as if nothing had happened. "It seems that her horn is a bit skinnier than average, so it needs to adjust its size to precision. The setting also needs to be turned down just slightly, as this necklace is particularly special, meaning we want to be more delicate with this horn." She indicated to one of the surgeon ponies who was fiddling with a small dial on the machine, as if trying to perfectly balance a light switch. Once they were finished, they backed away and another unicorn pressed a button and the drill began to turn.

A shrill scream of agony emerged from Poppy's throat, making the others wince, as the horn was slowly turned in her head, ripping it raw from the muscle tendons. Blood began to seep from the horn's socket and down her face. Sweetie Belle could see her muscles tense and release over and over as the blood slithered onto them. As the horn turned, Poppy's cutie mark began to fade in and out, slowly at first and then it began to flash quickly until

RIP!

Poppy's shriek heightened to a banshee's cry as her horn was torn right out of her head; her cutie mark was now gone from her flank, taking up residence inside of her horn. While most of her horn socket blood cascaded into the container below her eye sockets, some of it flooded over the side and fell into her mouth, causing her to cough and croak in between shrieks, spitting it out in showers onto her muscles.

"Too loud, too loud, too loud!" Wonderspark whimpered next to Sweetie Belle, her hooves over her ears and her eyes scrunched shut. Glancing around the group, she was taking in how each of them was handling this cruel display; she could practically feel the fiery fury that emanated from Scarlet, who looked as though she was about to charge at the glass to break through and save Poppy, or if not then to attack the pony surgeons who contributed to it. Ophiuchus was torn between glancing back at it and averting his eyes. The other Poppy had lost all color in her face and was hyperventilating. Rose was staring with her mouth open, her eyes bulging and Sweetie Belle swore she could see her heart pounding against her chest. Neptune was cowering beside Cory who hugged them close, covering their eyes. Cadence looked on in covert disgust, but the small tears that were dripping down her face betrayed her stoic façade. Sweat and tears flooded Lydia's body as she covered her mouth in horror. Even Gossamer couldn't hide his look of terror. Finally Sweetie Belle turned to Mysty who was standing in complete stasis, her eyes staring into the void of the factory with her body completely still. It was almost as though she were a statue, not even so much as a muscle twitched. Sweetie couldn't even pretend to blame her.

Out of nowhere, she heard metal jerking. Whirling back to the window, she could see that Poppy's body was now convulsing violently, threatening the restraints to fly loose. The surgeon ponies simply kept watch as Poppy's screams turned into gurgling rattles, blood showering the perimeter and the pony. Several minutes passed and suddenly one of the restraints launched from the chair and shot at the window, shattering it and sending glass in their direction, before slamming into the head of an amber unicorn who cried out in pain before she fell to the ground with a loud thud. Other ponies tried to shield their faces with their legs, the glass ripping into them like a rabid timberwolf while several drops of blood showered the ponies closest to what was once the window. To Sweetie Belle, this wasn't just Hell now. It was deeper than Hell, more agonizing than any eternal damnation she'd heard of.

And then.....Poppy's body fell still and limp.

One surgery pony checked over the body and undid the rest of the restraints while another swept the glass that had gotten into the room. A third brought the machine down and retrieved the horn, placing it in a box while several began to clean up the blood that had gotten onto the walls. At that moment, two more ponies arrived in butcher aprons along with a gurney, As soon as all of the restraints had come loose and the blood trays removed, they unceremoniously dragged Poppy's body off of the operating gurney and onto their own before wheeling her out, never to be seen again.

Sweetie's mind was a mixture of shock, anxiety, fury, agony, and several other emotions that she couldn't distinguish. This was the sort of business Twilight and Rarity were running? No, it couldn't normally be this violent, right? They must be just as shocked as the Pass 30s, right? She could only hope as she waited for the two to cry out in horror, to faint, to do something to show that they still had some sense of empathy.

"Somepony check on that amber one who got knocked back," Twilight ordered with a mixture of apathy and penitence. "It was bad enough to get a worthless pony's blood around the factory. I don't need to lose one that has at least some potential."

"Darling, it's not that much of a loss," Rarity told Twilight in the same tone. "You and I both know if we lose one, we have plenty more here."

No....this was all wrong. Sweetie wanted to hear Rarity's cries, her dramatics, her extreme emotions. She wanted to hear the gasps of horror in Twilight's voice, not this complete disregard. At that moment, the room began to sway as though Sweetie was back on that ship, only this was accompanied by fades of consciousness as she stumbled around the room. Her irregular heartbeat and steps echoed in her mind along with Poppy's now-silenced cries. She could hear someone calling her name, but not who it was. And she didn't have time to ask either, because soon enough her consciousness blew out like a candle.

She didn't even feel herself fall on the pile of glass shards.

Heel-Face Turn

Author's Note

(CW: This chapter contains post-mind-breaking, depiction of an anxiety attack, mentions of ableism, and medication.)

Heel-Face Turn

"Sweetie Belle? Sweetie Belle!"

A voice echoed in her ears as she awoke. As she slowly opened her eyes, she saw her friends standing above her sans Mysty. Wonderspark was shaking her gently.

"Wha....what happened?" Sweetie asked groggily before feeling a dull pain in her head.

"You hit the ground pretty hard," Wonderspark explained. "While most of us were ushered through the rest of the process, Rarity ended up carrying you on her back."

Rarity.

The name sent a wave of memories rushing back to her; the Glimmering Gems company, the stew, Poppy's operation, all of it overseen by two ponies she had admired for years. And the one that hurt her the most had the audacity to take care of her even remotely. She tensed up.

"Where the hell is she?" she growled.

"She and Twilight lead us back in here," Ophiuchus said. "And told us to stay until they came back. Then they just left."

"How long ago was that?"

"Too damn long ago," Scarlet huffed. "And Mysty is still in her stupor."

Mysty.

Sweetie Belle tried to get herself back up, only for her legs to cave as a tingling went through them. After she shook each of them out, she stood up.

"Where's Mysty?"

"I'm right here...."

The voice was familiar, but now it was in an airy tone and one that sent chills down Sweetie Belle's spine. Looking over in its direction, she saw her purple unicorn friend. Mysty looked okay at first glance, but then she noticed her eyes; they were now mere pinpricks with a glaze over them, as if stuck in a permanent dissociation, staring into some hypnotic abyss. Her mouth was also stuck in a true neutral position.

"M....Mysty?" Sweetie Belle's stomach folded in on itself in tension.

"Hello, Sweetie Belle." The once-lively and loud unicorn was now speaking in an airy, almost-semi-robotic tone, hardly above a next-to-normal speaking voice. "How are you today?"

It was then the white-coat unicorn noticed something around Mysty's neck. A crystal with a flower-bouquet charm inside, placed on a silver chain.

"What's.....what's that you're wearing?"

Sweetie Belle was certain of the answer, but still couldn't believe what she was seeing, and she was terrified to have the answer confirmed.

"What's what I'm wearing?"

"That....thing around your neck," she answered, pointing a trembling hoof at the charm.

Slowly Mysty tilted her head downward and held the charm in her hoof,

"Oh. This? My twin sister Poppy made it for me. She pulled out her horn and then cloned it to make this necklace for me," she responded before robotically looking up, a broken smile slowly forming on her face. "She's so sweet. Maybe I should do the same for her when I see her later."

A blizzard froze Sweetie Belle's veins as she heard this while a small tear formed and fell from Mysty's eye. She began to tremble as she felt her heart racing. Her breathing became shallow and her vision tunneled. Immediately she cantered over and grabbed Mysty, shaking her like a rag doll.

"Mysty, snap out of it!" she exclaimed in horror. "Please, snap out of this!"

"It's too late, Sweetie Belle," Scarlet said firmly.

"No, no, no, it's not too late!" Her tone was becoming more erratic as beads of sweat formed and cascaded down her body. "I can snap her out of it! I will!"

"Sweetie, it's useless."

"It's never useless. No, I can save her! I just need to use--"

"Sweetie Belle, it's too late!"

The scarlet unicorn's shout broke Sweetie from her tunnel vision, but her heart continued to pound and her chest was now beginning to ache. Was she dying now? No, she couldn't be. She was too young.

".....Scarlet, my chest.....oh sweet Celestia, I can hardly breathe...."

She collapsed to the ground, her legs weak as she placed a hoof on her chest. Everything was now beginning to echo and blur again.

"Am I gonna die?" Sweetie could barely hear herself speak as the other three cantered to her side, her whole body was now trembling and she felt a tingling sensation in her hooves. "What's wrong with me?"

"Where's your medication?" Wonderspark asked.

"How is that gonna save me?"

"Did they take it from you?"

"Wonderspark, my chest hurts!"

"Does anypony know what happened to our satchels?" Wonderspark yelled out.

There was no response.

"Somepony get a worker or a guard or something, my friend's in trouble!"

Out of the blue, a midnight-violet unicorn cantered over to the metal doors and banged on it violently, only making Sweetie Belle shake even more.

"Open the fucking doors!" she snapped in an accent identical to Scarlet's. "There's a pony that could be dying!"

"Midnight, calm the fudge down!" A ginger unicorn rushed over and tried to put her away, but she whirled around and with one swift motion, she bit into the ginger pony who gave a cry. "Do you have to do that every single time I try to intervene?"

"Iridescent, she could be fucking dying! Try to think about others for a change!"

Midnight continued to bang on the doors, even resorting to kicking it with her back hooves and swearing loudly in a language Sweetie couldn't understand, and she wasn't sure if it was because of the distortion she was now experiencing. The banging only served to increase her anxiety and more beads of sweat formed. If she was dying, it was taking her body far too long to shut down, at least to her liking.

After a few minutes, two disgruntled worker ponies casually opened the doors.

"Alright, what's going on?" one of them sighed apathetically.

Midnight glared furiously at the workers, protective anger practically radiating from her.

"We have a pony that could be dying!" she snapped as she pointed a hoof in Sweetie's direction.

The workers took their time walking over to Sweetie Belle, who still heard all of the sounds in echos and the room was still blurry. She could barely hear Wonderspark explaining the situation to the workers as she tried to focus on regulating herself, or if she was dying, make herself as comfortable as possible in her final moments. Ophiuchus sat down beside her to give her some comfort, or as much comfort as he could given the circumstances. Soon the workers began to walk away and Sweetie Belle vaguely heard Wonderspark, but it was as though she was being held underwater and Wonderspark was trying to speak to her from the surface, only briefly being able to hear the words "satchel" and "water."

Several minutes later, the worker ponies returned with Sweetie Belle's satchel, tossing it at her like a rag doll along with a bottle of water. Wonderspark frantically searched through it until she found the small bottle of pills Sweetie Belle brought for her anxiety. As if on autopilot, Sweetie Belle took the medication and poured down some water when Wonderspark handed them to her. The effects kicked in in a matter of minutes and while her heart rate was slowing down and the chest pain was receding, Sweetie Belle also felt the familiar fatigue side effect of her meds. But she didn't care. Another reprieve from whatever fate Twilight and Rarity had in store for them was much-needed, especially after having seen such a broken pony, the shell that one of her best friends had become. Her eyes fluttering, Sweetie Belle laid her head on the floor and closed her eyes.

Sometime later, she slowly awoke to the agitated whispers of her fellow Pass 30s. As she opened her eyes, she could see the blurry frames of each of them. The multiple clops all around the room felt as though they were drums, now playing on Sweetie Belle's head. It was clear that whatever they were waiting for still hadn't come yet.

"Yo, I've been waiting for forever in this bitch!"

A stallion's voice cut through the drum orchestra like a knife. It was the same as Scarlet and Midnight's, the latter of which was attending to Sweetie Belle.

"Are you okay?" Midnight asked softly, her voice full of genuine concern for a unicorn she barely knew.

"....Barely," Sweetie managed to groan out. "...I'm Sweetie Belle."

"Midnight Flames-Seer," she replied. "St. Hoofian."

"That's a new one," Ophiuchus commented.

"We only got the test system placed last year," Midnight said. "I honestly didn't think all ten of us would make it this far....poor moia kokhana, though."

Midnight turned to a navy-blue unicorn on crutches; Sweetie Belle could just barely make out a scroll and quill cutie mark on his flank.

"My darling Harrow.....he never stood a chance in the kinesthetics' exam and the instructor knew it; same for Astro over there....."

A space-violet unicorn was also there on crutches, a cat and planet cutie mark on his flank. With him, he carried a machine of sorts, with which he was typing to those around him.

"Those sons of bitches....." Scarlet growled.

"My thoughts exactly....that's why I cast a pushback spell during the test...." Her voice trailed off slightly, almost as though she was ashamed of her purposeful failure.

"I did the same, so did two more."

While all of this was happening, Sweetie Belle noticed Wonderspark looking around the room as if she was trying to figure out within it exactly why they were still waiting here, and more importantly what for. At the mention of Astro, she'd also caught a glimpse of his device. After a bit more studying, she recognized it; it was an adaptive communicator. She turned to Midnight.

"Has Astro had that device with him since we got here?"

She nodded, and the gears continued to turn in Wonderspark's head.

"So they want us all to talk...." she theorized.

The other lucid ponies looked at her.

"Hm?" Scarlet wondered.

"I know that device; it's supposed to help ponies who have a hard time speaking or can't speak communicate with other ponies. Most of our stuff was taken, but they let him keep his communicator, so I suspect that they want us all to be able to communicate with each other."

"How perceptive of you...."

Everypony whirled their heads up to the balcony to see Twilight Sparkle and Rarity enter.

"I'm not surprised, considering you passed the comprehension exam, but I am impressed that you figured it out at all," Twilight said. "Yes, indeed, we want everypony to be able to communicate for this little....test of ours."

"Test?" Wonderspark asked.

"Yes, darling," Rarity said. "You see, as Doctor Borealis mentioned yesterday, there are a few students who passed top of their class in the comprehension exam that are here amongst you. Your mission is to find and single them out."

"How are we supposed to do that? We don't even know what we're looking for!" a unicorn from Seaward Shoals exclaimed.

"You will be given two hints," Twilight said. "The first is that there are three of them, and the second is that they are from Canterlot University. Whichever pony or ponies single them out will be set free."

And with that, the two walked back through the balcony curtain, leaving the mass of frightened 30s to figure out what to do.

Everything Is Never As It Seems

Author's Note

Things are starting to build up, I promise. You could probably tell by the last chapter's descriptions of the beasts. But the real stuff is building up.

I know it currently has a lot of thumbs down compared to thumbs up, (admittedly one of thumbs up is my own) but that's okay. I feel like it just needs to reach the right audience. So even if you don't like it, you could share it with friends who love horror and friends who love Aurora Dawn's masterpiece "Rainbow Factory."

Everything Is Never As It Seems

"In a thousand years time, we've developed and grown.

"Yet this operation cannot work on its own."

The viewing theatre was an elegant, and also gothic, auditorium. A tall stage and balcony loomed over the sets of velveteen seats, all embellished with gold and embroidered with the initials G.G. in purple. All along the sides and hanging from the ceiling were crystals shaped into unicorn horns. Sweetie Belle and her friends decided to take the first row with Sweetie Belle ending up on the far left. Next to her left was Lydia Blizzard who was still wearing her necklace.

"They didn't take that?" Sweetie Belle asked her, indicating to the necklace.

Lydia shook her head.

"It's weird. They took everything else; my ADHD meds, my anti-depressants, my stuffed animal, all the stuff inside my satchel, but they let me keep this?"

"Maybe they couldn't get it off?" Rose suggested, popping up from the second row and startling the two.

Lydia shrugged.

"It's possible. I mean, Glimmering Gems necklaces have a reputation for being difficult to take off; apparently it's a precaution in case somepony tried to steal it from you while you have it on."

"What's Glimmering Gems?" Sweetie Belle's face contorted in confusion.

"You've never heard of Glimmering Gems?" Now it was Lydia's turn to be confused. "They're a major manufacturing company. They produce a lot of things; medicine, bath salts, pillows, towels, spices, lightbulbs, just about anything you can imagine. But their main product is this."

She held out her necklace.

"Unicorn horn-shaped necklaces. What makes them so unique is that each of them has a different charm inside of the top. See? Mine's a snowflake to match my cutie mark."

"What exactly is your talent?" Rose asked. "Ooh! Are you like that one pony princess that can harness the power of ice and snow? Can you make it snow?"

Lydia chuckled.

"I wish. No, my talent is actually in winter-based events and activities; hot cocoa-making, snowpony-building, sledding, skiing, even navigating through a blizzard. I tend to get sent out to find ponies who get lost in blizzard and snowstorms because I have the know-how to stay warm and figure out the best navigation paths. Anyway, these necklaces are said to give the wearer good fortune, especially if it matches up with their cutie mark. Though I'm guessing it's only to an extent, otherwise I'd be a Pass Complete."

At that moment, the theatre lights dimmed and a spotlight appeared on the balcony. A dark-violet unicorn, who the Pass 30s assumed was Doctor Vessel, and two unicorns dressed all in black appeared into view. As Doctor Vessel stepped up to the microphone on the balcony, Sweetie Belle noticed that the other two were the azure and purple-eyed ponies she'd seen the evening prior.

"By now, I'm sure several of you have come to the conclusion that things are not as they seem here. You are not in some sort of hotel or in a medieval castle. You are in a manufacturing facility. This is your final destination, and the reason you won't fall upon the fates of those pathetic Fail 70s. However you are not quite worthwhile to have in Equestria, as you lack the kinesthetics of magic. But don't worry, you'll be able to train those here, provided you choose to stay. You get to help us make everything from pillows to lenses to our signature commodity; unicorn horn necklaces."

Realization befell on each of the ponies and Doctor Vessel smirked.

"Yes, indeed. You have the absolute honor of working at the Glimmering Gems Manufacturing Facility. Isn't that wonderful?"

"You're....you're gonna turn us into corporate wage slaves?!" Neptune exclaimed. "You're gonna give us the bare minimum to work mindlessly until our bones become dust?!"

"Sounds like getting a job in Equestria to me," Cadence shrugged.

Doctor Vessel glared down at Cadence.

"I don't appreciate your tone."

The pink unicorn simply rolled her eyes before Doctor Vessel continued.

"As I just said, it's quite an honor to work here. You are able to choose your job or be assigned to one. You can also refuse, but I should think that would be an unwise decision....."

This sent shivers through everypony. Their eyes widened and they remained silent. But soon one brave light-blue unicorn from Applewood University spoke up in an accent almost identical to Scarlet's.

"How are you able to stand there and imply that we either work or die? Do you have no conscience? Do you have no compassion for other ponies? For fellow Equestrians?! The princesses would never allow something like this! It's insane! It's demented!"

"I think you'll find it's quite the opposite if you see it in a different light."

The azure-eyed pony stepped forward followed by the purple-eyed pony. Sweetie Belle perked up at the voice. It was familiar and so was the purple-eyed pony as they spoke.

"You all know what happened during the Great Famine just over one thousand years ago. It's always on the history portion of your written magic exam. However what they don't teach you is exactly how Equestria managed to lift itself out of it. You see, Princess Celestia entrusted us unicorns to find a solution to it, as the pegasi were busy working on a solution to the rainbow problem and the earth ponies were starving too much to work. We tried many solutions with the natural and artificial resources we had, but everything fell by the wayside. The entirety of Equestria was becoming demoralized, so we were on a time limit before it was all doomed to fall.

"But then one day, completely by accident, a breakthrough was discovered. There was a natural resource that wouldn't wither away. One that our species, specifically, sees every single day. It also gave us a solution to what to do with those who couldn't contribute to their fullest potential."

"What....what was that?" Neptune asked timidly.

"Who cares?" the light-blue pony snapped back. "There's no reason to justify working ponies to the bone! None!"

The azure and purple-eyed ponies looked at each other and nodded before turning back to the Pass 30s.

"We'll let you form your own opinion on it once you see it," the azure-eyed pony said. "If you keep it to yourself."

The purple-eyed pony pulled out a button and pressed it. Two parts of the wall, one on each side of the stage, slid down to reveal a set of double metal doors on each side. From the other side, Sweetie Belle thought she heard choral music.

"Fillies, gentlecolts, all in between, and all outside," the purple-eyed pony announced. "Welcome to the main Glimmering Gems Manufacturing Floor!"

The azure-eyed pony pressed another button and both pairs of doors slid open. The choral music got louder, as did the sound of machinery. With a morbid curiosity, Sweetie Belle galloped over to the left door as the others followed.

The room stretched far and wide. A set of conveyor belts lined bunches of unicorns as they were each assembling various products. Cyborg ponies and regular unicorns were also patrolling around each part. On the far side, standing on metallic bleachers, were unicorns with leather-bound folders singing for the workers to hear. Machines pounded, buzzed, sawed, and blew rhythmically. But nothing could prepare her for what was on her left.

Behind a pane of glass laid rows of farm animal stalls, each guarded by the same beasts that had been guarding the dungeons. The floor of each one was lined with hay, but she could also see nails peeking out of several of them. And another horror set in; the occupants were not farm animals. Many of the occupants had their muzzle chained shut. Others had the sides of their face pierced, forcing the mouth to pull apart, giving the impression of a forced smile. Many had slashes on their body, some had been pierced by chain cuffs on the legs, body, and hooves. On their flanks, right beside their cutie marks, a set of numbers and letters had been branded. Some of them even had their eyelids pierced and forced open. And all of them wore the same rings the Pass 30s did.

They were unicorns. But not just any unicorns. They were the Fail 70s from their schools.

"So how do we make up for the time we've lost?

"We take down all the failures, make them pay the cost."

Sweetie Belle reeled backwards at the sight as she recognized a Fail 70 from her own college; Melody Meadows, a pink unicorn with a beautiful daffodil-yellow mane and an eighth note cutie mark with daisies in place of the circles. She'd been the lead mezzo-soprano of the Canterlot Choir, which Sweetie Belle and her best friends had been a part of, and was one of the few who had her muzzle free and only had her legs chain to the walls, giving only a small sense of relief to Sweetie Belle. Another unicorn next to her had the same entrapment; Canary Symphony, a beautiful unicorn with a canary-yellow coat and wavy-peach mane. She had been the lead soprano of the Canterlot Choir. The two gasped when they saw Sweetie Belle on the other side of the glass.

"Sweetie Belle!"

Though their voices were muffled slightly, Sweetie Belle could still hear them. She cantered over to the two with tears in her eyes.

"Canary! Melody!" she cried out. "I'm so glad you're okay!"

"Not quite..." Canary sighed. "But we've at least been spared the inevitable."

Sweetie Belle's face contorted in confusion.

"What do you mean?"

"It seems they really value employee morale....to an extent," Melody sighed. "They take names into account when deciding what's to be done with us...."

"H-huh?"

"Do you see the choir over there?" Canary asked.

Sweetie Belle nodded.

"Our names each have something to do with music, so our fates became simply that....and when they called my name, they made jokes about putting me in a bird cage."

Saying that, Canary shuddered in horror.

"Though in all honesty, with how morbid this place is, I wouldn't be surprised if it wasn't a joke."

"But....what's going to happen to the other ponies?" Sweetie Belle desperately needed all the answers she could get.

Suddenly, the beast beside Melody's enclosure lunged at the glass, making the unicorn jump back in fright.

"We....we can't tell you the specifics," Melody admitted, her eyes watering. "Just that it won't be pretty. Though I suppose you figured that already."

She then smiled weakly.

"But....at least we'll get to keep our horns."

For several moments, Sweetie Belle's mouth just sank open. It was only after fully processing this that she spoke.

"Keep your--what?!" Sweetie Belle couldn't believe her ears.

"Alright, Pass 30s." The purple-eyed pony called out through a megaphone. "Gather round."

"We're sorry, Sweetie Belle," Melody squeaked. "Hopefully we'll get to see you again...."

Sadly, Sweetie Belle gave a nod before trotting over to the crowd forming around another stage in the center. The azure-eyed pony and the purple-eyed pony were standing upon it, their heads raised in establishment of authority.

"So...I suppose you're wondering just exactly what this resource is, correct?" asked the azure-eyed pony. "Or mayhaps some of you figured it out?"

The unicorns glanced around at one another. Some of them looked completely clueless while others looked reluctant to give the truth away, unsure of how much more heartache any of them could take.

"Shall we, dear?" The azure-eyed pony glanced over at the purple-eyed pony.

"We shall."

With a mere swish of their cloaks, their faces soon appeared, faces that anypony would never have guessed would be involved in such an operation as this one, faces that spoke the horrific truth in perfect synchronization.

"They had to be from unicorns!"