Starlight was once again yeeted into a new and potentially deadly world. After going through her mental checklist of precautions, Starlight double checked the map. Seeing Rainbow Dash still in Cloudsdale, Glim-Glam decided to use an illusion to hide her horn. Going to a pegasus city, she'd stand out less as a pegasus, than a cloud walking unicorn. With all that taken care of, she teleported to the outskirts of Cloudsdale before gliding to a nearby cloud for cover.

"Alright, now if I was a Rainbow Dash, where would I be?" Starlight asked herself, not at all concerned about her sanity, nor did she wonder if it was weird. Unlike some alicorns, Starlight appreciated such coping mechanisms after completing so many solo missions to optimize friendship lessons.

"Uh, hi there. You doing okay?" came a voice from behind her, one she barely recognized, but couldn't quite place. "Did ya crash and need to rest your wings? I do that sometimes, it's no fun, and ponies usually get mad when I do," continued the soft, yet bubbly voice.

Turning around on her cloud, Starlight came face to face with a grey pegasus mare with a blonde mane and crossed yellow eyes. "Oh, hi Derpy," Starlight said on reflex before realizing she was a stranger here.

"Oh hey! You know my nickname! I've never seen you around so I must be famous or something without even knowing it!" Derpy exclaimed, elated at the prospect of strangers knowing her. "Maybe my flight examiner will take that into consideration for my test," she added with a bright smile.

"Test? Flight examiner? What are you talking about?" Starlight inquired. If this Derpy is anything like my Derpy, I doubt asking questions like this will raise any suspicion, she thought as she smiled back at the ditzy mare.

"Oh, well, I got in another accident so I gotta retake my flight exam or they'll clip my wings," Derpy explained as her smile ran away from her face. "Anyway, I should go. They dock points for being late," she finished, looking nervous.

"Wait, can I come with you? I'm from out of town, and... I never had to take a test, so I should probably do that so I don't get my wings clipped." Plus, if anypony dares hurt you, I can stop them, Starlight thought to herself, trying to keep up her facade. On the inside however, she was furious that this timeline could be so systemically cruel.

"Oh hey! I never asked your name! You know mine, so what's yours?" Derpy asked while they flew along at a leisurely pace. Her bubbly attitude seemed to be back in full force.

"Oh-um... I'm, Star...Flight! Starflight, Shimmer! Starflight Shimmer's the name!" she lied through her teeth.

"Huh, that's a nice name! By the way, my real name is Ditzy Doo, but you can keep calling me Derpy if ya want. Everypony already does, so it's not a big deal," Derpy explained.

"Would you prefer I call you Ditzy?" Starlight asked, a hint of concern in her voice for the cross eyed mare.

"I don't mind either way really, as long as ponies aren't being mean about it, which very few ponies are," Derpy admitted with a shrug.

"Hmm, well if you change your mind, let me know," Starlight offered before they fell into a companionable silence. a few minutes later, they made it to what looked like a cloud obstacle course, similar to one Rainbow tested starlight's magic levitation on one time. There were about a dozen fillies and colts standing on a cloud along with a green pegasus mare with orange and purple flowers on her flank. Huh, she kinda looks like an off brand pegasus Cheerilee she thought before landing next to Derpy.

"Hi miss examiner," Derpy said, waving at the green mare with her trademark bubbly smile. She only got a deadpan glare in response.

"Line up and wait your turn miss Doo," said the examiner in a tone that made it obvious she was not paid enough for this shit. "Hold on," she said narrowing her eyes at Starlight. "I don't have your cutie mark on my list, who are you?"

"Oh, I'm Starflight Shimmer, I just moved in from out of town. Any chance I could take the exam today so I don't get my wings clipped?" Starlight asked, forcing a smile on her face as she started to sweat.

"Ugh, bucking.... fine. Just line up and wait until I call you," the examiner grumbled, her face morphing from deadpan to a full on scowl. "I don't get paid enough to give a shit, I don't get paid enough to give a shit," she mumbled her personal mantra under her breath until she finally calmed down and got ready to grade the flyers.

After all the fillies and colts went through the course, it seemed a third of them failed and were standing off to the side looking dejected. In fact, some of them seemed to be crying. That took Starlight off guard, but before she could think on that too long, she noticed it was Derpy's turn. The test seemed fairly straightforward, just a basic display of flying capabilities... that Starlight hadn't mastered yet. Buck!

Although it seemed that Derpy was doing okay on her run through. She cleared all her clouds, flew through every hoop in the course, and was doing fine on her controlled dive, but she wasn't able to recover in time and she crashed into the cloud floor. "Starflight Shimmer, you're up. Clear, climb, fall, recover," the examiner said in a monotone voice she had used all day, not even glancing at the fallen mare.

"Uh, what about Derpy?" Starlight asked, glancing over to the small crater in the cloud floor.

"She failed, now begin the exam, or you will be failed as well," was the curt response of the increasingly irritable mare.

With a shrug, Starlight took off. Flying up to the clouds she was to clear out, she did her best to emulate what she'd seen Rainbow Dash do. It took a minute or so, but she finally managed to buck the dozen or so clouds apart. Man, this is harder than it looks, she thought as she moved on to the agility portion of the test.

While she was able to get through all the hoops without trouble, it was clear she was much slower than even most of the foals. With that done, she flew up to the designated altitude and, after a moment of hesitation, she brought her wings to her sides and counted to three before forcing them back open. Unfortunately, with only a basic understanding of her wings, she wasn't able to recover from her fall, and she plummeted to the cloud floor, right beside Derpy's crater.

"Well miss Shimmer, you failed. Go line up with the rest of the failures and wait for transport. I hope you're happy for forcing me to do extra paper work for nothing," the examiner spat out giving Starlight a cold glare and directing her to a small area were the other failed flyers were sitting.

Confused, and a bit concussed, Starlight picked herself out of her hole and trudged over to Derpy. "What's going on Derpy? Everypony is looking like this is some kind of death sentence, but we can just retake the test some other day, right?"

"What? No, we can't," Derpy replied without a hint of her previous bubbly demeanor. "We're gonna be exiled to somewhere our failures can't reflect poorly on our peers."

"What?!" Starlight demanded incredulously. "How could they do that?" A shrug was her only response, Derpy seemed totally deflated. "Don't worry Derpy, I'm gonna fix this. I just need to find Rainbow Dash and get everything straitened out. I bet this was why I was sent here," Starlight assured, patting Derpy's back with one of her wings.

After a few minutes of Starlight thinking up a plan, a large , boxy carriage pulled by two pegasi came and landed in front of the group. "Sorry for the wait, hope ya didn't have ta watch these glorified mud pony foals long," said one of the pegasi pulling the carriage. "Go ahead and start loaden 'em up so we can get this show on the road!"

After a brief moment of confusion, Starlight realized they were talking to her. They must think I'm an examiner. Best not admit anything, let's just see where this goes, she thought as she began ushering the foals and Derpy into the carriage. Normally she'd just grab them all with magic, but for now, it's best she keep up the disguise. Once they were all situated inside what looked like an inmate transfer vehicle, she called out to the drivers. "We're all set back here."

"Why're ya back there with the scum?" came a voice from the front.

"Someone's gotta keep an eye on the failures," Starlight replied. That seemed to be good enough for them because the carriage lurched forward. The ride proceeded in silence, no pony wanting to talk. some of the foals huddled together while they cried. Eventually the carriage stopped, and Starlight could hear some ponies talking in hushed voices.

Soon, a pony in a full body latex suit and mask came trotting up to the entrance to the carriage, their eyes scanned over each of the ponies inside. Their eyes widened a bit at seeing two adult mares, but didn't say anything. More muffled whispers could be heard from outside, from the back and forth, Starlight could barely pick up mention of some numbers, and some confused sounding mumbling from one of the drivers.

Regardless of what was said, they were lurched forward once again as they took flight. Starlight zoned out for the rest of the trip, formulating various plans and back up plans, calling on her experience in solving friendship problems. Unfortunately she didn't bring any pizza or dynamite, so her options were a bit limited. She figured if nothing else, stopping time and teleporting everypony to Ponyville would always be a decent stop-gap option if need be.

Starlight was yanked from her musings by an oddly cheery voice laced with an accent she couldn't quite place. In front of her was a white pegasus stallion with a curly yellow mane. He kinda looked like a white and yellow Pinkie Pie with wings. "Eey there kids... and mares. My name doctor Surprise! How'd you like a tour of the rainbow factory?" He asked, a slightly forced smile on his face. Once again, Starlight failed to place that accent.

"Wait, did you say a tour of the rainbow factory?" Derpy asked, clearly confused.

"That's right, not like ya got a choice though! Anypony who lags behind, gets zapped," said Surprise with a menacing grin.

Starlight perked up at that. Okay, this has got to be the reason I was sent here. Now if only I could find Rainbow, she thought as she took up the rear of the group of failed pegasi. Soon, they were ushered into what looked like a facility made of metal and concrete. Behind them a large metal door slid shut and locked.

"Okay kids, time for the big reveal," Surprise declared as he flew up to a catwalk with a pony wearing one of those body suits, If she wasn't so focused on her mission, Starlight might have made some lewd jokes about their work uniforms. "Well boss, you wanna do the honors?" Surprise asked, biting his lip in excitement.

"Sure, go ahead and get the super speedy filly squeezy nine thousand warmed up," said the apparent boss in a raspy feminine voice. A voice Starlight recognized. "Welcome to the Rainbow Factory mules! You better get ready to die, because we're gonna turn your corpses into rainbows!"

"What," was all Starlight could say as the boss of the facility pulled off her mask to reveal the one pony Starlight was looking for. Next to her, she could hear a pained gasp from Derpy.

"Rainbow Dash? You work here? You're gonna kill us? Why?" Derpy managed to cry out before devolving into sobs. That got Starlight to snap out of her stupor.

"How could you do this Rainbow!" Starlight accused, pointing a wing at the cyan pegasus. "You're an element of harmony! How could you betray your friends like this?"

"I'm loyal to Cloudsdale, and the ponies of Equestria! You are idiot scum who couldn't pass a simple flight test!" Rainbow shot back. "Who the flock even are you?! I recognize derp eyes over there, but I've never met you!"

"I'm the pony who's gonna shut all this down, starting with kicking your flank!" Starlight proclaimed before flying up to the cat walk as fast as she could manage. Once there, Rainbow shot her a cocky grin.

"So, you think you can take me? Fine, if you can beat me, I guess you can throw me in the grinder. But When I beat you, you'll be begging for me to grind you into rainbows!" At that, Dash bolted forward before turning on her heals and bucking Starlight before she could do anything other than cover her face with her forehooves. She was knocked back a bit, but she managed to recover in time to roll in mid air, dodging the next hoof to the face.

Going on the counter attack, she tried punching Rainbow like the clouds she had to bust for the test, but just like then she was too slow. Rainbow easily blocked the punch and retaliated with a mid air upper cut before she brought both forehooves down on Starlight's head. The disguised alicorn plummeted to the ground, only just barely flapping her wings in time to cushion her fall. Instead of knocking the wind out of her, or breaking some ribs, she just got a mild concussion.

"Alright, time out!" Starlight shouted as time froze around her. Getting up on her hooves, she looked up to see Rainbow Dash inches from her face. After jumping back in shock, she took a long hard look at the mare. Her face projected pure blood lust. Her muzzle was scrunched up in a snarl, showing off her teeth, her eyes radiated pure hatred. "What happened to you Dash?" she wondered aloud, grimacing at the monster her friend had become.

Getting back to business, Starlight preformed some breathing exercises before regaining her confidence. "Alright, now I am one hundred percent confident that this is why I was sent here. So, how do I solve the problem..." she trailed off as she began thinking up various solutions. One after another her ideas were discarded until she realized she still needed more information. "If this Rainbow is anything like mine back home, I doubt she keeps a diary... I guess I'll just have to ask her myself."

After dispelling the illusion on her horn, Starlight resumed the flow of time, "time in." As soon as she said that, Rainbow slammed her hooves into the concrete floor, leaving various cracks. Her face contorted in confusion, but before she could do anything, Starlight shot everypony save for the rainbow fodder with her crystalizing spell, encasing every rainbow factory worker in an immobilizing purple crystal stasis.

Next, she grabbed all the foals and Derpy in her magic before teleporting them to Ponyville. With any luck, they'll be fine until I can fix the timeline, Starlight thought as she returned her attention to the crystal holding Rainbow Dash. With a flash of her horn, the aggressive mare was freed from her prison, just to launch herself at the alicorn in front of her. Before Starlight could react, she was knocked back on her rear legs, just for Rainbow to buck her in the gut, forcing the air out of her lungs and knocking her a dozen or so hooves back against a metallic wall.

Doubling over and clutching her stomach, she was just barely able to dodge the murderous hoof that dented the wall just above her head. Unable to breathe for the moment, she just staggered about, trying and failing to block the many murderous strikes from her friend's doppelganger. In a fit of desperation, she began shoving her head at the mare, using her horn as a weapon. She actually managed to impale her horn on one of Rainbow's legs.

The pained cries from the cyan pegasus caused Starlight to cringe in sympathy for a moment before she remembered her opponent was trying to kill her. Thankfully, this short reprieve allowed Starlight to finally force some air back in her lungs. "Time out," she whispered as her horn lit up... and fizzled. Buck me, I guess my time magic has its limits. Mercifully, although the the world around her refused to freeze she once again caught her breath, and pulled her horn out of the flesh of her victim.

Blood continued to flow from Rainbow's wound, spurting out and staining her coat. Taking a closer look at her assailant she saw Dash staring slack jawed at the alicorn in front of her, all but forgetting about the hole in her foreleg. Not wanting her to bleed out, Starlight used a basic healing spell and some fancy telekinetic manipulation to form a cast like structure from her own blood, essentially making a giant scab to cover the gushing hole.

Rainbow Dash just sat on her haunches, wincing at the sudden movement before refocusing her gaze on the horn of the pony she had assumed was a mere pegasus just moments ago. "Who the flock even are you?" Dash eventually asked as her shock was making way for her mind to consciously process the pain in her leg. Grimacing in as she put a small amount of pressure on her leg, she studied the magically created scab.

"My name is Starlight Glimmer... and I'm the princess of time," Starlight gasped out as she continued to catch her breath. After regaining all her faculties, she focused her healing spell on herself. She'd need to see a doctor after all this, but for now, she could deal with some bruised ribs. "I was sent here by... well... I guess you could say in a round about way, I was sent here by the elements of harmony," Starlight explained, only just now thinking about the source of the cutie map and the castle it resided in.

"Wait, what? You mean those things me and my friends used to beat Nightmare Moon?" Rainbow asked, clearly confused about how a bunch of gem stones could send anypony on a mission.

"Look, it's a long story, but the fact is, I was sent here to fix a major issue in your timeline. Where I'm from, rainbows aren't made by killing ponies... at least I hope not," Starlight trailed off as she began to wonder just how rainbows were made in her universe.

Regaining some of her mental faculties, Rainbow tried giving her two bits. "Look, I don't know how you do things where you're from, but here, we've been doing this for a thousand years, ever since Celestia mandated Pegasi take over rainbow production. Ya see, she used to make rainbows with pure magic, but after she had to take on her sister's duties, she had to let something go to conserve power. Eventually we figured out we can make pure spectra from the magic inherent in ponies, and we had a bunch of failed flyers lying around, so why not put them to good use?" she admitted with a shrug of her shoulders.

"How can you say something like that?!" Starlight demanded, incredulously. "What about Scootaloo? She can't fly can she?"

At those words, Rainbow took up an aggressive stance, flaring out her wings in warning. "Don't say that name in front of me! She could fly alright, I made sure of that! I did everything to give her every advantage I could! But she failed her test, so I did what I had to do!" At this point, Dash's eyes were starting to water.

"You killed her," Starlight muttered just above a whisper. Her look of shock gave way to rage. "You killed your own sister?! How could you do that?! Buck your meaningless sense of loyalty to Cloudsdale!" Grabbing Rainbow in her magic, Starlight pulled her in and held her immobile before back-hoofing her. "Just shut the buck up and listen," Starlight snarled before closing her eyes in concentration.

Maintaining her hold on the pegasus, she took multiple deep breathes to calm down before speaking again. "Look, even if this was necessary for a thousand years, Luna is back, Celestia can take up her old job of making rainbows, and you can stop culling your young! Now, what's going to happen is, you're going to answer my questions, then with any luck, I'll fix your world and save your soul."

After trying and failing to struggle against her bonds, Rainbow gave up and hung her head in defeat. "What do you want to know?"

"First off, how long have you been working in this hell hole? Second, who do you answer to? Third, how does this infernal device even work?" Starlight demanded of her hostage.

"Well, I've been working in weather management my whole adult life, but I only started working at the rainbow factory about a year after the whole Nightmare Moon incident. Scootaloo encouraged me to rise up the ranks of my job, so I did," she said with bitterness clear in her tone.

"As far as who I answer to, that would be the council of Cloudsdale. They manage the flight tests, make the rules and regulations, and select the director of the rainbow factory," she explained with about as much enthusiasm as somepony talking about taxes. "As far as how the machine itself works, you put ponies in the hopper up there, and it extracts the magic colors present in their bodies."

"Hold up, you said their bodies, do they have to be alive?" Starlight asked in morbid curiosity.

"No, in fact most of them die in the process of breaking their ribs to get them in the hopper easier," Rainbow answered in a professional tone, like explaining how a kitchen blender works.

That gave Starlight pause as she considered everything said so far. "Do you know exactly what parts of the pony contain the spectra? Like, if I dropped in some feathers, some of my mane, or some hoof shavings, what would happen?"

Rainbow's eyes went wide at that. "I... I d-don't know, nopony's ever tried that before," she muttered, half to herself in disbelief. "Could that actually work?"

"One way to find out," said Starlight before teleporting them both up to the platform in front of the intake hopper, Rainbow still held in her magic. "If I let you go, are you going to behave?"

"Yeah, I doubt I could get lucky enough to win in an all out fight with an alicorn," Dash spat out, trying to hold onto some semblance of her pride. "I bet you even went easy on me before."

Not wanting to correct that misconception, Starlight just kept her mouth shut as she released her spell. Now with all her magic concentration back at her disposal, she summoned some magic sheers, a hoof file, and some tweezers. Clipping off some of her mane and tail, she dismissed the sheers before she filed down her hooves a bit, making sure to catch the dust in her magic, and finally, she plucked some loose feathers with the tweezers.

"Pull the lever Dash!" Starlight demanded. With a clunk, the platform she was standing on fell away, and she just barely caught herself with her wings. "Wrong lever!" she shouted back, glaring at the prismatic pegasus.

"Sorry, Surprise usually handles this stuff!" Dash shot back before restoring the platform to its proper state. Taking a closer look at the labeling, she pulled the lever labeled 'SSFS 9,000' and the grinder started up.

With one last glare back, Starlight turned her attention to the task at hand. First she dropped the hoof shavings in the grinder, and after a few seconds... a small amount of red spectra dripped out through the collection tubes. Next came the feathers, and a similar amount of red pigment dripped out. Lastly she dropped her mane clippings in and out came a bit of violet, blue and green spectrum.

There was a long pause as Rainbow gaped at the grinder in utter bewilderment before finally speaking up. "Well fuck me gently with a chainsaw," Rainbow breathed out. "They told me there wasn't any other way, those useless pegasi would just weigh us down! I... they..." Rainbow hung her head in defeat. "Celestia damn it! I'm going to Tartarus for nothing!" she whimpered as she curled up on herself. "I killed my little sister... for nothing." With that, the dam broke and she broke down, crying and blubbering nonsense.

"Well, at least now I have an idea of how to fix this," said Starlight. "Don't worry Rainbow Dash, just sit tight, I got this." Her words fell on deaf ears as the normally brash pegasus was lost to the world, totally fixated on her mental breakdown. In any case, Starlight demanifested from her corporeal form as she appeared in her realm of time.

Studying the timeline for a moment, she was struck with two options. Exploring the first option she thought of, her hoof ran along the silky thread until it reached a point one thousand years prior. Before jumping that far back in time, she scrutinized the line, focusing her magic on it. What she saw confused her.

From the point of contact, various threads sprang forth, most of them ending abruptly as they peeled off from the main timeline while others just looped back in on it. The longer she focused her magic on the thread, the more split ends appeared until the timeline resembled a frayed rope over a stand of silk. Another oddity is that no matter what, none of them managed to run parallel to the line past the thousand year mark. "Well... shit," Starlight cursed under her breath.

Scrunching her eyes up in revulsion at having to utilize her backup plan, she took her hoof off the timeline and the various offshoots faded from existence. "How many foals will have to die Glim-Glam? I guess I couldn't save everypony," she seethed at her own inability to prevent the culling of so many ponies. Refocusing her magic, she grabbed up the timeline in her hooves once again.

The dead ends strands started popping up, but she paid no mind to most of them. She was looking for a specific thread, or really any thread that could make it past Nightmare Moon. "One century, two centuries, three..." Starlight kept going, slowly pulling herself along the accursed line. However, she soon noticed a strand pass the point of Luna's redemption. As it continued to grow on, Starlight's lips curled up in a smile. The new line made it well past the previous benchmark, finally rivaling the main timeline.

Looking down where her hoof was situated, Starlight's hopeful smile was replace by a look of dread. The new timeline would have to start no sooner than nine centuries after Luna's banishment. "Nine centuries of culling... may the elements have mercy on my soul," she whispered out in prayer. Taking a deep breath, she steeled herself before committing to this course of action.

As she selected the exact time and place, she remanifested back in Cloudsdale. Without any more hesitation, she flew to town hall, knocked out any guards who tried stopping her, and barging in on the city council, mid meeting. Before any of them could speak up, she forced all their muzzles shut and bound them all to their seats with a few well placed spells. All eyes fell on the bloody alicorn in the room, looking like an avenging angel out of Tartarus.

"Alright feather brains, listen the buck up!" Starlight shouted to the captive council ponies, flaring out her wings. "The name's Starlight Glimmer, time traveling princess from another universe, and I'm here to audit your asses! I've had a long day, and I don't have enough shits to give to explain myself to a bunch of sadistic lunatics," she explained in the most condescending tone she could manage.

"Now, what's going to happen is, you're going to stop culling foals IMMEDIATELY, and ease the buck up on your asinine testing standards! Furthermore, here's a freebee so you can keep making rainbows WITHOUT murder, IMAGINE THAT! All you have to do is throw in some hoof shavings, loose feathers, and mane clippings. That's right, for nearly nine centuries you IDIOTS have been needlessly killing your young!" Starlight's mane and tail started floating up in an ethereal magic breeze as her rage fueled her magic.

Many of the council members started squirming in their bonds as the rage fueled alicorn continued to rant at them. "Now before I leave you all to carry out my orders, I'll give you one warning. If you don't heed my words, I will be back, and I'll make you wish I threw you all in that infernal machine!" With that, Starlight released her binding spell on all the ponies in the room. "Now, any questions?" she asked, her mane and tail returning to their default state.

One hoof tentatively rose up in response. "U-uh, I... have a, qu-question," one council member peeped up. "If you can time travel, t-then why wait until now to implement your... uh, reforms?" Starlight glared daggers at the offending council member, but she took some deep breathes to calm her nerves before answering.

"Because this is the soonest I could intervene without destroying your timeline. I was initially planning on stopping it at the source, but after determining that would cause the apocalypse, I found the earliest point I could interfere and also prevent your world from being frozen over," Starlight admitted with a shameful bow of her head, before she snapped back up at attention.

"Now, in case it wasn't obvious, everything said in this meeting is the highest form of classified you can imagine. The only thing to leave this chamber today is your orders to end the culling program and to find some way to collect enough material to keep making rainbows. I don't care how you do it, just stop with the whole murder factory bullshit!"

Starlight was exhausted, she felt gross from the caking blood on her fur, and dried sweat from her fight with Rainbow. However, she perked up when she noticed out of the corner of her eye, a light shining from her flanks. "Thank Celestia that's finally over," she breathed out a sigh of relief.

Teleporting back to the cutie map and fast traveling along the timeline until she reached a few minutes after her past self left on her quest. With a sigh of exasperation, she powered up the time vortex once again and unceremoniously collapsed into it, letting the magic carry her limp body.

Author's Note

Big thanks to my room mate and main editor Daelyx for their help fleshing out this story.

I'm still working out the kinks in my writing style, so if anyone has suggestions for improvement, please let me know in the comments.

Here's a link to the original story, I highly recommend checking it out
https://www.fimfiction.net/story/5381/rainbow-factory