The Facility

by Ryan Darling

Rating: mature
Tags: Dark, Alternate Universe, Tragedy
Length: 18718

A prison of the multiverse

The Facility. For hundreds of years it has sat on the outskirts of Ponyville. Everyone knows that it is the workers from The Facility that keep the citizens of Equestria safe. But almost no one knows of what lies inside the building. But why question it? They are keeping us safe, right? Which is exactly what Twilight has thought, until today…

Published 1970-01-01 00:00:00 UTC
Last updated 2012-11-20 13:36:05 UTC

Prologue

It's a wonderful day in Equestria! The Summer Sun Celebration is just around the corner, and everypony has done something to prepare. This year's celebration will be held in Canterlot, and the girls have done everything they could to make it look outstanding. Rainbow Dash and Fluttershy decided that they could help by hanging the streamers, signs, and ribbons around the castle. Pinkie Pie and AppleJack have baked pies and other decadent deserts for the party guests. All the while, Rarity has been making a fabulous new set of dresses for the girls with immense pride in her work! Everypony is in Canterlot this week in preparation and excitement. All except Twilight who, not surprisingly, has been in her library, studying.

She sits in the center of her bed, reading a dusty old book with tired drooping eyes. She had stayed up all night again, studying an important subject for her reports. This is becoming increasingly more common with her. Neglecting sleep, thinking she can make it through yet another sleepless night, even though her body begs her for rest. She tries to flip one last page to her novel, and inevitably fails due to her losing consciousness.

"Come on Twilight! The Summer Sun Celebration starts in less than an hour!" The exhausted unicorn is flung from her bed from the sudden startle.

"UGH! Spike! Why are you shouting!?" She drowsily asks.

"You told me to wake you up about an hour before the celebration started. So I did."

"Why would I tell you to do something like that?" Spike gave her a sarcastic look.

"Well, you did say you wanted to get there on time. And you told me to wake you up before the celebration. Soooo.... I guess I woke you up so that we could play checkers!" Twilight switched from exhaustion to frustration almost instantly. But, before she could say anything, a sudden thought completely sobered her from her drowsiness.

"Wait! Did you say, 'An hour before the celebration started'?" Spike took a step back knowing that a meltdown was soon to occur. "No no no no no no no!!! I said an hour before ponies started decorating!! We're going to be so late!" Twilight sped past Spike into the upstairs floor of her library. She took a distressed look through her telescope. Worried over something.

"Why did we need to be there so early?" Spike acquainted.

"We needed to be there so early so that I could catch up on my studies with the princess! She's going to be so upset with me!"

"Did you already forget about the smartypants thing? Or are you aiming for a role in some dramatic play?"

"This is much more serious than some letter! I missed my studies. With. The. Princess!!" She put an extra emphasis on the last few words as if it was a life or death situation. Spike did factor the possibility that it may be a life or death situation in Twilight's mind. But didn't at all try to understand.

"Well, whatever. I made breakfast and you're all packed up and ready to go, so.... Go do your studying stuff with the princess." Twilight hurried down the stairs to her kitchen, quickly devouring her meal and galloping over to the nearest bookshelf. She grasped a few books in her magic essence including Spells for the Intermediate, Advanced Prestidigitation, and Memory spells for Dummies. All of the subjects the Princess had asked her to learn. Twilight stuffed the books into her saddlebag and tossed it over her back.

"Are you sure you don't want to come?" She asked.

"Yeah... I'm still pretty tired." She nodded and went on her way.

She stopped at the door, she had forgotten her quills and ink. On her usual writing desk lied an old quill and a half bottle of black ink. They were also put into her bags.

"Spike!" The baby dragon stuck his head out from the bedroom.

"WHAT?!" He shrieked. Apparently, he had already fallen back to sleep.

"Be sure to get your chores done while I'm gone! I want them done before I get back!"

"When are you getting back?"

"Late... Probably... The princess gave me a lot, and I wasn't able to finish most of it."

"Okay... Go..." He clearly wanted to go back to sleep.

Twilight turned to leave the room, but was halted by an unsettling noise from behind her. She turned her head and faced a reddish aura, much like that of her magic, that was just floating in the middle of the room.

"What is that?" She asked herself. She took a few steps closer.

"Spike!"

"WHAT?!" He was angry now.

"Get in here! There's something going on!" The sleepy dragon hopped out of his bed and stumbled into the same room as Twilight.

"Okay, I'm up.... Now what do you want?" Twilight pointed a hoof at the strange red aura in the air.

"What's that?"

"I don't know. It just appeared. It doesn't seem to be doing anything though..." The mist continued to sit in the air, just hovering above the two. Spike decided to get a closer look.

"Well, maybe it's some kind of-" The red began to fluctuate, violently! Spike recoiled and fell onto his backside. The reddish aura spun and twirled in a confusing fashion, causing the two to back away out of fear that it might do something. Then as quickly as it had started, it stopped.

"Okay... We should-" Twilight was cut off by a powerful booming sound coming from the mist. It floated up above them, then angled itself toward Twilight's telescope. It stayed there a few seconds, then dropped something on top of the telescope.

"No! Oh! I hope it didn't break!" She ran up the stairs to check on her supposedly damaged instrument. Spike, who stayed behind, noticed that the fog had disappeared shortly afterward.

"It doesn't seem to be broken... Just a scratch or two." She said. Relief was clear in her voice.

"Did you even check to see what that thing dropped?" Spike riddled. From downstairs, Spike could see Twilight turn and face what had fallen. Though... She said nothing.

"Twilight? What is it?" Frustration quickly being replaced with worry.

"Uhh... Spike. You need to see this for yourself." The baby dragon rushed up the stairs, completely perturbed by the worrisome statement Twilight had just spoken.

"Okay, what fell up h-" He froze. "..... What the?!" Before the two of them was another Twilight, lying unconscious on the floor. Not either of them spoke. They only stared in disbelief. They weren't identical. This Twilight had multiple lacerations around her torso and it looked as if her right, back leg had been charred. She wasn't bleeding, but it was obvious that the cuts were fresh.

Finally, Spike broke the silence.

"How is this happening?! How is there two of you?!?"

"I don't know! This is as strange for me as it is for you, alright?! This shouldn't even be possible! I mean, the only one capable of inter dimensional travel was Doctor Whooves, and he needed the Tardis to do so! I don't know how she got here!" Another few moments of silence were shared.

"Spike. You can go back to bed. I'm going to figure out how to deal with this."

"Umm... Alright... Goodnight." He returned to his room.

Twilight spoke to herself, to get reacquainted to the situation.

"Okay. So I just have to figure out what to tell her when she wakes up. That shouldn't be too h-" Her double opened her eyes.

"Uhh... Oh... Um, Hello?" Her copy only stared at her blankly.

"Um... Apparently, you are from another reality or dimension or something. GAH! I hate not understanding things!" She lost herself in her frustrations for a moment.

"Sorry. I want to let you know that I'm not going to hurt you alright? I am a friend." The other Twilight still only stared at her.

"I am go-"

"Is Celestia still princess?" Twilight was taken aback by the strange and sudden question.

"Yes but I don't s-"

"And Luna returned?"

"Uh, Yes. Why do you ask?" Her copy was silent for a moment.

"I was warned of bad things that would happen to this world."

"What kind of bad things?" She asked. This was disturbing, especially from her duplicate.

"He told me of his plan. To conquer a world of peace. Many that you love will die.... The sky will never again bare the sun, nor the moon. Time itself, will cease to exist.This world will be thrown into more chaos and destruction that even Discord could only dream of causing. " Twilight inched away. This was moving from strange to unnerving and fast! Twilight was at this point, backed up against a bookshelf with a spell ready. In case her copy was about to do anything.

BANG! BANG! BANG!

Her front door was being pounded on.

"They're here for me..." Her double whispered. Twilight was terrified now. But before she could do anything, the door was knocked down and multiple ponies dressed in armor and masks entered the room.

"THERE! TOP FLOOR!!" One shouted. Another fired a net at the Twilight double, capturing her. While she struggled beneath the net, the copy managed to say one last thing...

"Beware the colt who holds the keys! The one who built the prison! HE IS STILL ALIVE!!"

"SHUT HER UP!!" One of the armored ponies shouted. The one to his side responded with a tranquilizer dart. He planted it right it the back of the double's neck and she fell limp.

"Ah. Well, sorry about the door. We had a disturbance come up on radar and we had to take care of it as quickly as possible." The one apologizing seemed to be the leader of his group, having a more done up uniform than the rest.

After they restrained the copy, the leader apologized again.

"Again, sorry about the door. We'll send you a few bits to get it fixed.... Man, this was the strangest one yet. Almost no warning to where it would appear. I'm just glad we got it before it could do any damage. This is the first time one has appeared in a residential area." He turned and nodded toward one of his other workers, who then came forward and offered Twilight a small pouch. It was filled to the top with bits.

"Complements of 'The Facility'." He said. The team of strangers left Ponyville shortly afterward.

This was completely perplexing... The double appearing, the team of ponies just tying her up and leaving. The fact that they worked for The Facility! Twilight thought that they were there to protect, not to capture... She didn't even seem like she wanted to hurt anyone. Why would they just take her? More importantly, why did she say what she said? This world will be thrown into more chaos and destruction that even Discord could only dream of causing.... Twilight thought more about the warning as well. Beware the colt who holds the keys! The one who built the prison! HE IS STILL ALIVE!! That was just profound! How could the founder still be alive? The Facility is over one thousand years old!

"This will make for an interesting conversation with Princess Celestia..." She decided.

Chapter 1

"Well, yes I was aware that they were capturing the ones causing these disturbances."

"Yes, Princess I know, but I'm asking if you knew that they were capturing without question. I mean, that doppelganger of mine seemed almost harmless and they just hogtied her and took her away!" Twilight was getting worked up over this occurrence.

"I'm not very well aware of how things are ran in there these days. You see, I handed this responsibility down to my finest guard when The Facility was first built." Twilight was confused.

"What responsibility? And when?" The princess sighed.

"The responsibility of preserving the peace. It was given to my finest guard, Stainless Shield. He was the best of any of my guards before or after him. Ever..." Twilight was engrossed in her tutor's words. "He had someway of always knowing where the problem would occur. He was always the first one at the scene of every crime and was always the one to apprehend every criminal."

Twilight commented.

"Well, if he was so good at his work, why was the facility even made then?" The princess gathered her thoughts.

"Strange things began happening about ten or so years later. These, portals... They appeared in random areas all around Equestria. They released things. Things not from our world." Twilight's eyes widened.

"What kind of things, exactly?" She asked.

"Most of them appeared as normal ponies. Most, not wanting anything more than peace. But there were a few that.... Had other intentions. Some wanted control over this world. Some wanted money, and some of a more maniacal nature, only wanted to see blood spilled." This was some more... Disturbing history of Equestria.

"These ponies were locked away, the harmless ones were let go. But after more and more appearing, and some only acting as if they had pure intentions. We had to do something to stop the chaos. As always, the best of ideas came from Stainless. He spoke of a prison. He would be in charge of all designs and security."

"So that's why they broke into my house." Twilight was understanding now.

"Precisely. It is mandatory for them to do a full examination of everything that comes through those portals." The princess sat back in thought for a moment or two.

"Well, thank you for clearing this up for me. I'm glad that we had this talk." She turned to leave the room.

"Twilight Sparkle!" Twilight stopped in her tracks. "Although I know the history of The Facility's construction, I know almost nothing of the condition within the building itself. It's been centuries since I've visited The Facility." A smile broke out across Twilight's face.

"Would you like me to do an inspection?" She tried her hardest to hide the excitement in her voice.

"I would greatly appreciate it." Twilight almost cheered. Being sent out to do private work for the princess! How exciting!

"I'll get my things!" She turned to leave but was again stopped by the princess.

"You may also want to take some friends with you. The workers are not the kindest around outsiders."

"Even around the Princess's private student?" Twilight batted her eyelashes.

"Sadly, yes."

"Oh... Well, I'll make sure you still get a full inspection of all that goes on inside!" The princess smiled.

"Thank you. Have a wonderful day."

Rainbow Dash was spending the day teaching Scootaloo some of her more challenging tricks. Scootaloo was developing nicely as a flier and was ready for something more challenging. Or... so she said.

CRASH!!

"OOF!" Scootaloo crashed to the ground from a failed corkscrew. The wind was knocked out of her.

"You okay, Scoots?!" Rainbow rushed over to the dizzy Scootaloo.

"Y-Yeah... I'm fine. Let's try it again! I almost had it!" Rainbow Dash chuckled at the enthusiasm.

"Alright. I'll fly up ahead and do it again. You try to do the same, alright?" Scootaloo nodded and Rainbow Dash took off. She rose high in the air and hovered for a moment.

"Like this!" She shouted down to her student. Her wings were pressed tightly too her sides as she let herself fall through the air. About half way to the ground, she spun herself rapidly, wings still pressed to her sides. Scootaloo watched, eyes wide and mouth agape.

Mere seconds before hitting the ground, Rainbow spread her wings and twisted them. She slowed and was pulled upward, her legs barely missing the ground. A perfect landing finished it all off. Applause was Scootaloo's response.

"That just gets better every time I see it!"

"Well, let's see if you can do that." Scootaloo smiled and ran out to the center of the field.

"Okay...GO!" Rainbow shouted. The younger Pegasus took to the sky.

Twilight was on her way home, when she noticed this practice.

"Hey, Rainbow!" She shouted.

"Oh, hey Twilight. What's up?" Rainbow asked, still watching Scootaloo.

"I was just talking to the Princess earlier. She wanted me to check up on something."

"Yeahthat'sgreat. LOOKING GOOD SCOOTALOO!!" Rainbow was only half listening to Twilight.

"You know about The Facility, right?" Scootaloo was spinning at this point.

"Thatsoundsgood. GOOD!! YOU'RE DOING GOOD!"

It seemed that nothing was getting through to her. Twilight grunted. She opened her mouth to say something but was stopped by

"Howdy Twalight!" AppleJack had been watching the air show for a few minutes, but Twilight hadn't seen her.

"Oh. Hello, AppleJack. How are you?"

"Pretty good. I was just on my way over ta yer place ta drop off some things for ya. AppleBloom wanted to bring ya a pie she got ta make on her own. She said she'd bring it over when it was done."

"Well, that sounds nice. I'm trying to tell Rainbow about a task the princess assigned me. She really has selective hearing when it comes to flying." AppleJack let out a chuckle.

"Yeah, I know how she can be. But, uh, what was that task?" Twilight smiled again. She was still very exited about carrying out a personal task for the princess!

"You know of the facility, right? Well the princess asked me to do an inspection of the condition of the security and other things."

"Sounds important." AppleJack seemed interested.

"It is! She also said to bring some friends with me. Just for protection. Would you be interested?"

"Well, sure. But, uh, I gotta watch AppleBloom till Big Mac get back. Could she go with us?" Twilight thought for a moment.

"If we were to get enough ponies to go with us then, yes."

AppleJack nodded.

"Well, alright then!"

"Twalight!" AppleBloom was heard from afar. She was seen running towards the two.

"Hey AppleBloom! How are you?"

"I'm great! I made a Zap Apple pie on my own for the first time!" AppleJack looked to Twilight.

"It's harder to make than it sounds." Twilight giggled.

"Well, that sounds good." Scootaloo landed and Rainbow Dash ran over to her cheering.

"That was perfect! You got everything down!"

"Thanks Rainbow!" Twilight called Rainbow Dash's attention.

"Rainbow! Would you like to come with us?"

"Yeah, where?" Twilight sighed.

"The Facility. Like I said earlier. Scootaloo can come too."

"Alright! Why are we going?"

"(sigh).... I have to do an inspection. Like I said earlier." Twilight grunted. Rainbow thought for a moment.

"Who else is coming?"

"Well, I guess we could bring the rest of the girls too."

As the group sat at the carriage stop, they talked of what they might encounter during their visit.

"So what's in The Facility?" Rainbow Dash asked. Twilight pulled an marked book from her saddlebag.

"Not much is known about it. It houses unnatural things that pop up around Equestria. That's all it really says here." Rainbow frowned.

"So we're going in there not knowing what we'll see or whether it's dangerous or not?"

"Ha! Well, Rainbow, I don't think that the princess would send me in there if she knew it was dangerous." Fluttershy looked up.

"What if she didn't know?"

"Girls it'll be fine. We're going to go in there, give an inspection, and leave. That's all. Even if there was something even remotely dangerous in The Facility, we won't be there long enough to even see it." That seemed to give the group some reassuring. They lightened up some. Sweetie Belle spoke up.

"What are we inspecting?" Twilight read through some files.

"The security, the condition of those kept in The Facility, and how skilled the workers are."

A carriage swooped down and landed at the sign.

"Well, here's our carriage." Rarity hopped onto the carriage with a get-it-done attitude. Once everyone was sat and ready to go, an informant stood at the front of the carriage. He had a dark black mane and was grey furred. He began to speak.

"Hello. During your ride today, I will be answering all of your questions about The Facility." AppleBloom rose her hoof.

"What's yer name?" The colt chuckled.

"Info. What's yours?"

"AppleBloom!"

"Well, it's nice to meet you AppleBloom." She smiled. Scootaloo decided to ask a question.

"Hey, Info. What's in The Facility?" The colt was slow to answer. He was hesitant.

"Many... Things. Things that some ponies wouldn't understand. We put them in The Facility to keep things in order. So things don't get chaotic." Scootaloo recoiled a bit.The group was quiet for a few moments. Info looked back and forth between the ponies before him.

"Is that all?" He asked. Twilight pulled another file or two from her saddle bag.

"Are there any precautions we should take when entering? Or will you be guiding us?" The colt shook his head.

"I am only with you for your ride. And, if there are any precautions needing to be taken, then your guide will inform you." Twilight nodded and put her things away.

The ride lasted around ten minutes more before they arrived. The Facility sat in the middle of a large lake and other than the building, there was a small landing port for the carriage. The Facility was very large. Larger than that of Canterlot Castle.  Though it had very little features. A large brick sitting in the middle of the water. Info was the first to step out of the ride. He pointed his hoof at a large gate.

"You'll continue through those doors and into the next room. You should be met by the manager. He will give you the main outlook on The Facility's faculty and security." The rest of the group left the carriage and passed through the doors. They were let into a small dark space. The only light was that from the open doors behind them, until they closed. A small bulb came on over a pad on the ground.

"Please step forward." A loud voice boomed at them from seemingly every direction. The nine of them stepped onto the pad.

"The expunging formula will be applied as protection from The Facility and of anything there in. Please stand still." Two bionic arms lowered from the ceiling and began misting the group with a quick drying liquid of some sort. It glowed for a moment, but once it dried the glowing subsided.

"Ugh! This tastes terrible!" Rarity complained. She had apparently had her mouth open when the misting began.

"Please do not ingest any of the formula." Once the misting had stopped, the arms raised back up and disappeared into the darkness above.

"In a few moments, you will be let into th-" SLAM! It sounded as if a door had been swung open. The speaker was left on.

"WHAT ARE THEY DOING HERE?!?" Another pony was in the same room as the speaker.

"Professor! Uh, they were sent by the princess."

"WHO APPROVED THEIR VISITATION?!?"

"Uh... Contagion did, sir..."

"IDIOT!!! THIS IS BEYOND THEIR COMPREHENSION!! CIVILIANS THAT HAVE ENTERED HERE HAVE BEEN DRIVEN INSANE!! THERE WILL BE PUNISHMENT ENFORCED!! I SWEAR THAT HE IS GOING TO REGRET EVER-" SLAM! He had left the room.

"Uhh... Sorry, just ignore that. Please exit through the door to your left.

A door to the group's side opened and light was let into the small, desolate room. The group departed. Once out of the shade of the poorly lit room, the doors closed. They were in a large area with many corridors stretching on for what seemed like forever. Moments later, a large colt rounded the corner and stood in front of the group. He seemed angry.

"Good afternoon. My name is Professor Laceration. Welcome to The Facility."

Chapter 2

The frustrated looking unicorn stood in front of the group breathing rather heavily. He was white mane and all. His cutie mark seemed to be a pair of shackles. He looked rugged, with a large scar on the canvas that was his face. He wore a saddle bag that was barely held together by a few thin threads.

"I am the manager and head of security here at The Facility. The Facility is a prison of sorts and was never meant for civilians to enter for tours. But, because somepony decided they needed to stick their nose in someone else's business, I am forced to comply." The last few words were aimed at Twilight. "Some ground rules. You are to listen to every word that leaves my mouth. If I say to back away, then you do so. If I say not to touch something, then you won't. If I say not to look at something, then you close your eyes as tight as you can get them. Is that clear?!" He was very short with them. Obviously very unhappy of their visit. Twilight asked the first question.

"What will our tour consist of?" The colt stared at her coldly for a few seconds.

"First you will be given the introduction to our history. Then you will make your way through each of the three levels of cell blocks, where you will decide if they are capable habitats or not. Lastly you will be shown our finest network security programs. Where you will decide if they are adequate or not." Twilight smiled.

"Well, then. Let's get started."

The group walked together down one of the endless hallways.

"Our history. Firstly, The Facility has only one name, and that is The Facility. We have no reason to call it anything else. The name was decided by the founder of this place, Stainless Shield. He was intelligent enough to design a place with such intricate detail. Nothing that was put in one of his cells has ever gotten out. Hundreds of years ago ou-"

"Hey professor!" AppleBloom interrupted. "What's in them prison cells?" The professor only smiled at her.

"Haven't my workers already told you? I would have at least expected Info to tell you all." AppleBloom shook her head.

"Well, to tell the truth. The things that come through these portals are things from other universes." Everyone's eyes widened. The professor went on.

"There exists, a multiverse. In which, there are many universes. All of different natures. Now this was all very interesting to find out, but... That was only until figures from those universes began appearing here. They were being displaced somehow. So, out of interest, and if you ask some, out of fear, we did many years of research on this phenomenon. Finally, after almost a decade of being stuck in a lab on a computer, we came to a conclusion. Our universe was unique. For you see, we are the center of the multiverse." Twilight was captivated by this new information.

"What's that gotta ta do with anythin'?" AppleJack blurted. The professor looked over his shoulder at her.

"It has everything to do with everything! We are the center. The point of intersection. If anypony or beast or monster from any other universe tries to travel somewhere else, they end up here!" AppleJack shut her mouth. He wan't very kind. Everytime someone spoke, he shot them down.

"That's pretty much our history. We've been catching escapees and locking them in here."

"Okay. Didn't you say something about a three leveled thing or something earlier?" Rainbow Dash asked.

"The three levels of our cell blocks. We can do that now. There are three levels in The Facility, but you will find four on our examination protocalls. The four levels measure how dangerous something is, if they recieve a 1 on their examination, they are let out into the world to live in this universe. 1 meaning that they are completely harmless in every way and only want peace." Fluttershy decided to ask a question.

"So... We could be friends with somepony from a different universe?!"

"Yes." Each pony in the group looked closely at their friends. Monitoring them. Even sisters stepped away from each other.

"To relieve any tension in the room, none of you are." The group simoltaniously sighed.

"But.... Some of your other friends are." He pulled a note pad from his saddle bag.

"Rabbit 32105 of universe 30. You refer to him as 'Angle Bunny'." Fluttershy gasped with tears in her eyes, but Professor Laceration continued.

"'Misses Cake' From universe 12. ." Pinkie Pie fainted. " 'Fancy Pants', from universe 23." Rarity's eyes were bigger than dinner plates. "From universe 5. I believe that you three-" Pointing towards the Crusaders. "-call her 'Miss Cheerilee'." The girls' jaws dropped to the floor.

"That's mind blowing..." Rainbow Dash put a hoof up to her head. The professor nodded.

"That was just to name a few. Now! About the other three levels..."

They neared a very large door towards the end of the hallway. It had strange markings on the face. Making the group feel uneasy about entering. 'Housing Section' was printed on the face.

"The Facility has a motto. 'If you can see yourself doing it, you have. If you can't see yourself doing it, you have." He smiled and continued to the door.

"What does that even mean?" Rarity snobbed. The professor chuckled.

"Why don't you see for yourself?" He pushed the doors open, revealing hundreds of rectangular, glass cubicals. Each of them contained a different pony. Or, in some cases, the same pony? Each of them, completely oblivious to the ponies watching them below. A little further down was a large pad. Tape with the word 'CAUTION' printed on it, wrapped around the pad.

"Alright! Everyone on!" Laceration ordered. The group hurried inside the boundaries of the tape and stood in waiting. A large panel opened just in front of where the professor stood. A computer screen with many confusing lights and buttons emerged from the hole in the floor. The professor turned and faced the group.

"May I have a volunteer?" Rainbow Dash was slow but still ended up raising her hoof.

"Brilliant!" The professor cheered. "Now. Rainbow Dash... What do you wish for more than anything?" The cyan mare didn't even need to think about that one.

"I want to be one of the Wonderbolts!" She shouted. The professor spun around and began typing on his computer. Once he had finished he turned and faced the group again. A few seconds went by and everyone was confused.

"Wait for it...." He said. The pad they all stood on suddenly lifted from the ground floor and levitated to the right. As it moved, they passed by many different containers. Pinkie could have swore that she saw herself in one. The pad stopped, then went upwards. It was slower this time, and only about five or six containers passed before the pad stopped once again. Before them sat a container similar to the rest. But this one was a bit different. Familiar, even.

"Hey! That's my house!" Rainbow shouted.

"Yes it is... But just wait a few moments." The professor was smiling ear to ear now. The group watched the empty cube. About a minute passed by and Twilight was about to say something. But, before she could, the door to the room opened.

"Wow! That was a great flying session!" Rainbow cheered. The group gasped and all looked back towards their own Rainbow Dash.

"Is that me wearing a-"

"Yes. A Wonderbolts uniform." She looked back into the glass box. Her double was in her living room wearing a Wonderbolts uniform! But what came next, almost made Rainbow faint.

"Yeah, it was! One of the best!" Soarin was there too! The two removed their uniforms, folded them nicely, and put them away. The Rainbow double trotted over to Soarin.

"I have to go. Twilight said she needed me to get some supplies for Pinkie's birthday tomorrow."

"Alright. Have fun." The two kissed and Rainbow's double headed out the door.

Rainbow Dash's jaw hit the floor.

"Yes. In this universe, not only are you one of the Wonderbolts, but you are married to their captain." The professor seemed amused with the look of disbelief on Rainbow's face. Twilight looked closely at the glass.

"Can't they see us?" Their guide smiled.

"No. They don't even know that they're in our universe. We are lucky with some of the things that appear here. Sometimes, they are unconscious, so we can put them in one of these holographic chambers before they wake up again. It makes it easier for us and for them." Twilight thought for a moment. This place was even more advanced than she thought. Rainbow was still at the glass, admiring her awesome alternate lifestyle.

"Now remember. This is the second level in our cell blocks. They are harmless, but we keep them here because it would be too confusing for others." He explained.

"How would it be confusing?" Rarity asked. The professor thought for a few seconds. Gathered his thoughts, and explained.

"Well, take for instance, AppleJack." The orange mare looked up with the mention of her name. "If there were two of you. You and an AppleJack that was the same but had blue hair. Wouldn't that look a bit strange?" AppleJack and Rarity nodded.

"Let's do another. Shall we?" He looked for another volunteer. Fluttershy came forward. The professor smiled. He turned back to his computer and began to type again. Once he had finished, the pad they stood on began to move again. To the left, hundreds of these containers passed them by. They jerked to a stop. Causing some to almost fall over. Before them sat a display of Ponyville. Walking down the sidewalk was Gilda. She was coming down the walkway towards Fluttershy. This scene was all too familiar. Fluttershy frowned. This was one of her worst memories. Fluttershy was carrying a basket of various materials. Gilda wasn't watching where she was going. The two of them bumped into each other, causing Fluttershy to drop her basket.

"What is your problem?! Watch where you're going you idiot!!" Fluttershy was dumbfounded. She was the one screaming!

"I'm sorry... I didn't mean to. I'll fix it!" Gilda was cowering and backing away.

"How are you going to fix it?! These supplies are so expensive!! You're lucky I don't just beat the money out of you!!" Pure seething hatred spewed from Fluttershy's mouth.

"sorry......." Fluttershy pushed Gilda out of the way, continuing down the walkway. Gilda began to sob.

"Isn't this just fascinating?!" The professor asked, ecstatic as ever. Fluttershy was both amazed and perplexed with what she had just seen. The professor was about to continue, was halted by a sudden alarm.

DISTURBANCE IN SECTOR 3 CELL 4869. A computer's voice echoed through the giant room.

"Hold on. I have to check something." The professor went back to his panel, typing and switching levers. The pad rushed upward at an alarming rate. Minutes passed but the pad never slowed. Higher and higher into the seemingly endless void of containers. Again, they jerked to a stop. AppleBloom was actually lifted up from the ground from the momentum. Before the group sat a container displaying a laboratory setting.

There was a single pony in the center of the room. Brown mane and black coat. He also had a well groomed, thin beard. This pony was ranting about something.

"What the hell is going on here?! Jarvis! Okay, this is completely random. A pony? Really?!" A colt was sitting at a desk, screaming at the walls. He began pacing his lab, looking rather worried.

"Well, it seems that we have another inmate that wasn't a pony before he got here." The pony in the box perked his head up almost immediately.

"Uh... Ah think he heard ya." AppleJack noted. Professor Laceration studied the colt's face. He did seem to know something. The professor began checking files on his computer, then pulled up a screen with another worker's face displayed.

"Check cell 4869, sector 3. I don't think his cell was completely sealed. It seems he can still hear us to an extent." The worker nodded and the screen disappeared. Everyone's attention was directed back towards the colt in the box. He was messing with some materials, crafting something out of metal. Everyone studied his actions, unaware of what he might be doing. After a few moments, the colt walked back to his desk with something over his head. It was half of a helmet. A circular device around one of his eyes and an ear bud in his right ear. He tapped the side and the device lit up a bright blue color.

"I can see you." He said. "Where am I?" The professor composed himself.

"Mister Stark. I am very sorry to inconvenience you. But, you are not... home."

"Really? I thought that me being a pony meant that I drank too much last night." Rainbow giggled.

"And can you let me out of here? I don't like the whole 'trapped like a rat' deal going on here." The professor grunted.

"Very well..." He tapped a few more buttons on his computer and the glass front of the chamber slid upward. The pony jumped out of his box and onto the pad.

"Thanks."

Scootaloo approached the colt.

"I'm Scootaloo. What's your name?"

"Tony." He replied. The professor spoke again.

"That covers two levels. Onto the other two." About ten minutes passed before they returned to their starting position. Everyone hopped off of the pad and followed Professor Laceration out of the Housing Section. The professor addressed the group again.

"Now I want to warn you all again. If I tell you not to do something, then don't do it. Listen to me. Or you may be hurt."

"I'm already hurt and I wasn't even warned." Tony said.

"Mister Stark, I've already apologized for the trouble you've been put through. I don't know what more you want from me."

"Uhh, probably, oh I don't know, A WAY BACK?!" The professor ignored him and continued forward. Another large door, much like the first, was visible at the end of the hall.

Chapter 3

The door seemed older and had a more... unsettling appearance. Off to the side was a sign pointed towards the entrance. It read Security block A level 3. Curious...

"Through these doors, lie some of the most dangerous things you'll ever see. They aren't even the worst..." The professor knocked on the door in a specific pattern. Knock knock.... knock.....knock knock knock. Must be some sort of code. The doors slid open and a dimly lit isle of cells were revealed. These cells were different from the containers they'd seen earlier. They were barred.

"Shall we?" Laceration gestured for the group to follow him. There were less of these cells than there were containers, but they were still plentiful. Many of the inmates just stared at the group of ponies passing by, while others smiled sadistically or growled. As the group walked on, the professor spoke.

"Would anyone like to look for somepony specifically? Or would you just like to browse?" Rainbow Dash stepped up.

"Hey, are there any of me?" The professor smiled.

"Follow." They continued down the hallway, making some turns here and there.

"Now remember. If I tell you to do something, you do it." Everyone acknowledged.

Around one last corner the group stopped at a rather large cell. It held several ponies. They were all just sitting on the ground. They seemed very bored. Like they were done with staying here. The professor walked up to the cell and tapped on one of the bars.

"Hey, Rainbow Scout! Get up!" He shouted. A pony resembling Rainbow Dash stood up from her seat. She wore a black cap and a red t-shirt. It appeared that she was also wearing headphones.

"What do you want?!" She shouted back. Rainbow Dash giggled.

"What is she wearing?! She looks ridiculous!" Rainbow Scout cocked her head towards Rainbow Dash.

"Hey! You know who ya dealin' with here?! Kindof a big deal... Ya know what? When I get outta here, Imma come after you, and Imma bonk ya! And Imma keep doin' it till your brains are all over the pavement!" Scout laughed maniacally. Rainbow backed away from the cell. The professor only smiled. These ponies haven't even seen the scary things and they were already freaking out!

"Yeah. That took quite a lot of intellect to think of that one. You really blew her out of the water Rainbow Scout." The professor greatly stressed his sarcasm.

"You know what professor?!" She reached a for something on her back and revealed a shotgun! She aimed it strait at the professor's face.

"LOOK OUT!" Fluttershy screamed.

'Click' Nothing..

"DAMN IT!!" The scout shouted.

"HAHAHAHAHAHAHA!!!! You hones-haha! You honestly thought that would work?!" He walked away from the cell laughing. AppleJack followed closely behind.

"Why didn't her gun work?" She asked.

"Do you honestly believe that I would allow them to have any sort of weapon without a way to prevent them from using it? No ma'am! When they first appeared, they were very blood thirsty. It seemed that their primary purpose was to kill for no reason. So, as you can imagine, it was impossible to remove their firearms. Above us, in my security system, we have at least twelve unicorns focusing protection spells into a generator at all hours of the day. That generator projects these spells onto the cells. Nothing lethal can get in or out." He finished his explanation and continued down the hall.

"Onto more... disturbing things." He said. Again, the group was told to follow him down the hallways. The next stop was at a cell with a single filly inside... Sweetie Belle. She raised her head up slowly as the group approached.

"Cognizant lifeforms are present." She said.

"Why is she talking like that?" Sweetie Belle asked.

"This here is 'Sweetie Bot'. Back in her universe, she killed the real Sweetie Belle and took her place. No one caught on for a while." The crusaders shuddered. "She was able to imitate everything about the real Sweetie Belle. Everything but her eyes." Everyone looked closely at the cyborg. Her eyes were blue. Not green.

"I will be eluding the confinement of this establishment within a single senescence."

The professor became angry.

"THERE IS NO WAY THAT WILL HAPPEN!!" He screamed. Sweetie Bot didn't even flinch.

"Be careful professor. If you allow your anger to fester, then you'll soon lose control." Sweetie Bot tilted her head back downward. Apparently shutting down for a bit.

"Now, even though we have many blood thirsty monsters within our walls, it doesn't mean that is all we have. Up ahead is one of our kindest of inmates."

They approached another cell. This one looked much nicer inside and was actually done up to look like a high class living room. A colt of a peach coat and brown mane sat in the center of his room, sipping some tea.

"Good afternoon Doctor Jekyll."

"Ahh! Good afternoon Professor! How are you?"

"I'm fine. I'm giving a tour of The Facility to these ponies."

"Delightful! Mind if I join? I'd fancy a walk about now."

"Why not?" The professor pulled a small card out of his saddle bag and slid it though a computer device to the side of the cell. The bars slid upward and out of sight.

"Thank you. Uh, wasn't he one of the inmates as well?" He asked, pointing towards Tony.

"How did you know that?"

"I saw them bring you through here. You were unconscious and looked like you'd been through quite a lot." Tony simply nodded. The professor spoke again.

"You two should get along nicely. Neither of you were ponies before you got here." Tony's eyes lit up.

"How do you deal with this?! I mean, even walking feels strange."  Doctor Jekyll chuckled.

"Yes it is mighty strange having to adjust to this. But I've been here for around a year now. You just learn to coop." Tony didn't seem too reassured.

"Don't worry mate. I'm sure you won't be st-"

"PORTAL OPENING IN EXAMINATION ROOM 7 SECTOR B" A computer's voice boomed through the halls.

"ALL AVAILABLE PERSONNEL REPORT" The professor jumped at the announcement.

"This is bad! Uhh... Follow me!" He ran down the hall and around the corner. The rest of the group almost lost him, but was able to catch up before he was out of sight. The ponies sped through each corridor, running after an unknown goal. When the hallway ended, they were face to face with yet another door. This one was unmarked. Professor Laceration opened it and ran inside. There were several computer systems towards the front of the room. A sign reading 'No accidents in 5 days' hung off to the side. A large wall of glass was in front of them, and even further was another room. This one being much larger with several guards inside wielding some strange type of firearm. In the center of the room floated the same red mist that Twilight had seen earlier. Professor Laceration addressed some of the workers.

"Rainbow Blitz, Lyra. What's the condition of the portal?" The one called Rainbow Blitz answered first.

"It appeared about three minutes ago, and hasn't shown any signs of anything dangerous." Lyra spoke next.

"We've traced it's origin back to universe 15. So we don't know what to expect." Professor Laceration walked up to one of the computers and held onto a button.

"Switch your weapons to 'Stun'. We don't know who or what is coming and I don't want any pony of good intentions killed." He let his hoof off of the button. The guards within all flipped a switch to the side of their riffles, causing a blue light to acknowledge the change in it's power.

"What's in universe 15?" Scootaloo asked.

"A variety of ponies all of different alignments. We've gotten both good and evil from that universe. It doesn't help that it's an unstable universe, so we can't pinpoint what's coming through." Off to the side, Twilight spoke to Rainbow Dash.

"I think that colt over there is you." She said pointing towards Rainbow Blitz.

"I thought he looked pretty hot." Rainbow replied. Twilight simply grunted and rolled her eyes. AppleJack was wondering about something off to the side.

"Hey, professor. How come ya got ponies from other universes workin' for ya here?"

"I said that we have many violent inmates but not all are evil. Rainbow here was being good so we let him out. But since he can't go walking around Equestria, we let him work with us. The same with Lyra. She was originally a spy for the princess of her universe. But she can't do that in our world, so she works here now. I'm very impressed with her actually. She knows every fighting style ever invented. She also majors in technology and can hack into most any system."

The others were impressed. All but Tony, who only rolled his eyes. A loud 'BOOM' shook the entire room. The portal was fluctuating. Another worker shouted.

"Sir! It's about to open!"

"Do it." He commanded. His worker approached a large computer and began typing. Suddenly, within the portal's room, two mechanical arms lowered and pointed toward the portal. A large bolt of electricity erupted from both arms, hitting the portal and causing it to stop shaking. It was brought to a standstill.

"This is the easiest way to get these things here. They are already on their way to our universe, but this just makes it so the portal won't move." The professor explained. The portal opened, dropping more than one pony. They seemed to be unconscious when they landed.

"It appears to be three fillies, sir!" One of the workers in the portal room reported. He approached the three, his gun was put away.

"Hey, they look like us." Scootaloo noted. Sure enough, a copy of each of the three fillies in question lied in the center of the room. The worker was close enough to touch them.

"It doesn't seem like they-"

"SWEETIE BELLE!! NOW!!" The copy Scootaloo screamed. Sweetie Belle's response was wrapping the guard in her magic aura and slamming him to the ground. AppleBloom revealed a large kitchen knife she had been hiding and plunged it into the guard's chest.

"GAK!" He choked. AppleBloom quickly dragged the knife upward until the blade was in the colt's throat.

"(gurgle) KAACkck." Abstruse noises, probably being his last cries for help. While laughing, Scootaloo reached into the colts chest and ripped out his still beating heart. She flailed it around like some trophy of hers. The professor lunged for the P.A button and slammed his hoof down on top of it.

"TAKE THEM OUT!!" He ordered. The remaining workers all took aim at the bloodthirsty fillies and fired. Their riffles sent large bolts of electricity at the ponies' bodies.

"GAAAHAH!!" The three of them screamed. Sweetie Belle and AppleBloom dropped to the floor. Scootaloo held on a bit longer. The young pony was able to pull yet another blade from seemingly out of nowhere. Before she dropped to the ground she was able to chuck it at one of the workers. The blade was planted directly in the center of his chest. The poor colt dropped to the floor, dead. Scootaloo was able to let out a psychotic laugh before falling unconscious.

Everypony behind the glass was awestruck. Everyone left gawking at the horrible, graphic scene that had just played out before their eyes. Blood pooled out onto the floor. Horrible...

AppleJack and AppleBloom were clenching each other tightly. Rarity and Fluttershy had their eyes covered while Sweetie Belle and Scootaloo sat in a corner, sobbing. Rainbow Dash and Twilight simply stared at the gore in front of them. Neither of them saying anything. Pinkie stood next to them with her back turned to the gore. She didn't seem to be doing anything much, but her hair had gone straight so you could only guess how devastated she was. The sign off to the side changed itself.

'No accidents in 0 days'.

Chapter 4

"Okay, that's enough! This simple inspection has become a massacre! We're leaving." Twilight ordered. The professor simply turned and faced her. His face was expressionless, as if a part of him had just died.

"You... You came in for a full inspection. You aren't leaving until it's done." He replied. AppleJack approached him.

"You're gonna let us out of here or we're forcin' our way out!" The professor laughed.

"You don't have any authority or power over me. What makes you think you can force your way out?!" AppleJack flipped her self around and prepped her legs in an attempt to buck the professor. Before she made an entire turn the professor slammed his hoof into her side. AppleJack collapsed to the floor, gasping for breath.

"If you try anything else, the next one will be lethal." The others backed off. Doctor Jekyll stood with a look of disbelief plastered on his face. Tony was just angry.

Professor Laceration left the room, the others followed. Instead of heading down another hallway, they arrived at an elevator.

"Everyone on." He ordered. The group entered the platform. The professor turned and began typing on another computer screen off to the side of the elevator's entrance. The platform began to rise.

"What you are about to see are some of the cruelest, most disturbing, monsters ever. You can't show any sympathy for any of them no matter how 'good' they act. They are not the ones you know." The elevator slowed to a stop. Everything before them was pitch black, they couldn't see much further than a few feet in front of them.

"Light's on." The professor said. Suddenly a series of lights flickered on, stretching down a very long hall way.

The group went on. No one speaking. Everypony just walking forward. The sides of the halls were completely black with a few 'caution' signs here and there. At the end of the hall sat three enormous doors. Each with a different symbol above them. The first having a music note. The second, an eye. The third was a brain.

"Welcome to the three levels of maximum security. Each of these symbols symbolize the method that the prisoners used to kill ponies. We'll start with the music." The professor tapped his hoof on the ground and a small panel opened on the wall. Inside were a strange type of ear plugs. He pulled out a pair and handed them to AppleJack. Then to Rarity. Once everyone had a pair, put them in his ears, telling the others to do the same.

He began to talk but was unheard. In fact, everything was silent to those wearing the plugs. While talking the professor motioned towards his ear plugs and flipped a switch. They glowed an eerie blue. Twilight felt her ear plugs and found a similar switch and flipped.

"-ld be able to hear me once you do. These ear plugs will protect you from anything in this room, but you'll still be able to hear me. Follow." The doors to the music symbol room opened up. Another dimly lit hallway was now visible. Many cells lining the walls on both sides. A very thick sheet of glass kept the prisoners inside. On the sides of each cell were at least two unicorns preforming a constant spell on the glass. Probably extra protection.

"We have here, inmates that would use either music or sound to kill or mutilate their victims. Octavia..." They stood in front of a cell with the famous cellist inside. Although.... It seemed that her eyes had been ripped out of her head, two black gaps took their place. She began to play her cello. After a few minutes of playing, it seemed that she was becoming angry.

"Octavia. The last one to walk in here without ear plugs was checking the locks on her cell. He killed himself. She's angry because you can't hear her." Rainbow Dash commented.

"So, if you hear the music, you kill yourself?!" The professor nodded. He skipped over a few others and stopped again at a different cell. This one had Sweetie Belle inside. She was just singing.

"Sweetie Belle. Her singing puts you in a trance in which you experience the worst torture imaginable. Most of her victims are sill alive... Just, vegetables." They continued. The group passed many more cells. A pony whistling, a pony with broken legs just screaming, one sadistically laughing.

"I think we should move on..." Fluttershy suggested. The professor shrugged and turned. They headed down the way they had came. Back at the entrance, the professor spoke again.

"Next path. The brain above this door represents mentality. These things killed ponies using either psychic abilities, weapons, or reality altering power." The doors creaked open and the group entered.

"Ah! These are the ones from earlier." In the cell before them sat the three fillies they had watched kill the guards.

"The 'Cutie Mark Killers', I presume?" Scootaloo walked up to the glass.

"I saw you behind the glass earlier. You aren't going to talk big unless you have protection, huh? You're lucky I can't touch you." The professor smiled.

"Very cute."

"I'M GOING TO KILL YOU!!!" She shrieked, banging on the glass as if it would break. The kept walking. Passing a cell with an alternate version of Pinkie Pie inside. Her mane had gone strait and she was playing with a scalpel. The evil looking pony gave an smile that made her appear insane.

"Pinkamena." The professor said. Another cell. Fluttershy sat inside only her hair had apparently been cut. A cleaver with a small ribbon tied to it lied in her left hoof. She jumped to her hooves when the group passed by.

"GET ME OUT!!!" She screamed, slamming her cleaver into the glass.

"Butchershy." The professor said.

He stopped again at one of the cells.

"Ohohohoho! This one's one of the worst!" A scarred Rainbow Dash sat before them. A patch of her mane ripped off of her scalp. She wore a dark cloak and her tail was dyed black.

"Rainbow Dash here ran the weather factory back in her universe. She was killing innocent fillies in order to supply Rainbows for her world." Rainbow only shook her head.

"You're not going to listen, are you?" She asked. "How many warnings do you have to be given before you actually do something?!" She seemed frustrated with the professor. He walked away from the cell without saying anything.

"What was that all about?" Pinkie asked.

"Nothing...Nothing." He brushed Pinkie off and kept walking. As the group continued, Twilight was stopped by an unsettling sound coming from around the corner. She followed the mysterious sound and found herself face to face with one of the scariest looking things she had seen. A pony dressed in a black cloak wielding a scythe sat in the center of a dark cell.

"Hello... Twilight..." It said.

"Who are you?" She asked.

"I have many names... Abaddon... The Reaper.... Death." Twilight gasped.

"How were they able to cage you?!"

"I can never be caged.... Do you know how chaotic it would be if I were ever contained?... No one ever dying... Those of life threatening diseases would endlessly suffer... The world would over populate... I only stay here to give the professor a false sense of control... But that isn't important..." Twilight stepped back.

"Twilight... You are important... You are meant for something greater than anything you have ever thought possible..."

"What do you want?" She asked. Becoming more and more unsure of herself.

"I only called you... to offer you a warning... The professor is making a mistake... It involves you and your friends... You will be made to do something of a horrible matter... And your friends will suffer if you don't..." Twilight was extremely frightened by this point.

"You must leave this place while there is still time... If you wish to avoid this calamity..." It pointed at a large digital clock on the wall. 11:40

"Twenty minutes, Twilight.... Twenty minutes."

"What's going on here?!"

"GAH!" The professor had startled her.

"Was he talking to you?!" His tone was making Twilight anxious.

"Yes, but I-"

"I was simply telling her of upcoming events... You know professor... You should learn to heed a warning..."

"You're just babbling nonsense!" His tone became darker.

"Ohh... Far from it, professor... But, just because I can't get to you... doesn't mean she can't..." Death said while pointing at Twilight.

"I thought you just said that you can't be caged."

"I can't be..." Twilight was extremely confused at this point. What was it saying? What did it mean?

Professor Laceration pushed Twilight away from the cell.

"Come along, Miss Sparkle. We still have to finish our little tour." The rest of the group came back looking for Twilight.

"Where were you guys?" Pinkie asked.

"Over near another prisoner. Twilight here got curious and wanted to know a few things..." His tone seemed to become darker with every word he spoke.

"On with the tour!" He said. Twilight stopped.

"No."

"No?" He inquired.

"We've all been through a lot today, and I know that most of us just want to leave."

"Yes, please..." Fluttershy was heard in the back.

"So, just take us to your security detail. I'll inspect it, and we'll leave." The professor shot her the darkest look of extreme hatred she had ever seen. But then smiled nonchalantly.

"Alright, then... Let's go check the security."

"Let's." She agreed.

They all left the grim essence of the prisoners and headed back towards the elevator they had just taken.

"So you own over one hundred animals?!" Doctor Jekyll asked.

"Yes." Fluttershy replied.

"And you can communicate with them?!"

"Yes."

"Extraordinary!" Fluttershy blushed. The two conversed towards the back of the group.

AppleJack approached Twilight.

"So, what was goin' on back there?" She asked.

"The professor caught me talking to one of the prisoners. He acted like he didn't want me to know anything about what he had to say."

"You think somethin's wrong?"

"I think he's hiding something."

"Well I don't trust him n-"

"We're here!" The professor shouted. He swung open the door and entered. The group following. Many computers and security systems were all over the walls. It was a high tech database.

"This is some pretty cheap equipment." Tony said. "I thought you said you were running a prison. Not an internet cafe." The professor swung his head around.

"This is the most advanced equipment of our entire planet! I suppose you have something better?" He sarcastically questioned.

"Uhh, yeah. In my coffee machine!" Tony replied, being as cocky as possible. The professor gestured toward one of the largest computers.

"Alright, Twilight. Time to inspect our security." She approached the large machine. Buttons and levers all over every side. Lights blinking, and multiple camera shots displayed on it's face. She looked through the data and all of it's memory. Then the current condition of everything in the cells. Everything seemed to be in order...

"Alright, then. You've monitored everything that goes on here.... Now get out." He was very, suspiciously, secretive now. He was so eager to get them away from whatever he was hiding. Oh, well...

"Okay, well this was just loads of fun and I hope to never do it again!" Rainbow Dash sarcastically stated as she made her way to the door.

"Sir! We have a problem!" One of the workers shouted. The professor ran up to the computer that his worker was at.

"What?"

"Info is in the visual section of the maximum security vaults!"

"What?! Why?! He was supposed to be down stairs fixing the circuitry!" Everyone's attention was directed at the computer screen. The pony who had given them their ride was currently walking down the hall. Very slowly approaching the last cell in that direction.

"Hold on. Zoom in on that cell and enhance." The worker complied and the screen displayed a more harmless looking pony. Vinyl Scratch.

"Why is he walking towards her?"

"Uh sir... Info isn't wearing eye protection and Vinyl is looking right at him."

"WHAT?!" Vinyl had her glasses suspended above her head as she gazed at Info with her dark, scarlet eyes. Everyone was panicking now.

"Wh-Why is that bad?" Rarity questioned, still trying to stay brave.

"Vinyl is in the visual section of our vaults. She has mind control through eye contact and that idiot isn't wearing his spectacles!" Info was at the end of the hallway now. He pulled a card from his saddle bag, similar to the professor's, and slid it through the computer of Vinyl's cell. Her door opened.

"OH, SHIT!!" The professor started screaming.

"I need everyone to counter anything Info does. We don't know what he's going to do." Vinyl stepped down from her cell, maintaining eye contact with Info. He turned and walked towards another computer. This one being much bigger. Vinyl was directly behind him. It seemed as if she was muttering something, a command, maybe? The colt pulled out his key card once again and slid it through the panel. Then he typed a few things and hit a final button.

Vinyl smiled, then whispered something again. The colt responded by pulling his gun out of it's holster and putting the barrel in his mouth. BANG!!

"Sir, we've just lost Info."

"Who cares about him! What did he do to the system?!?" The professor shouted back.

"It's hard to tell. It doesn't look like any major damage was done to th-"

WARNING! An alarm went off. ALL CELLS RIGGED TO OPEN IN T MINUS, FIVE MINUTES.

"WHAT?!!?!" The professor ran around the room, hitting random buttons in a sad attempt to prevent what was happening. Twilight's eyes lit up.

"But that means-!" She looked up at the clock. 11:55.

Chapter 5

The seconds ticked away.

"FIVE MINUTES!?" The professor desperately tried to stop the countdown. Running back and forth between computers, hitting random buttons.

ALL CELLS RIGGED TO OPEN IN T MINUS FOUR MINUTES

"Sir! He locked us out of the system!"

"DON'T YOU THINK I KNOW THAT?!" The professor shouted orders at all of his workers but was always met with 'We can't' or We already tried' or 'It's not working'.

Fluttershy was hyperventilating in the back of the room. The others were trying to comfort her but the attempt proved unsuccessful.

"Sir! Time Turner is out of his cell!"

"NO!" The camera displayed a brown colt with black mane strolling down the hall. Every step he took left a blackened mark behind. He walked up to another cell and put his hoof onto it's computer, causing it to rust and crumble to pieces. The cell opened.

"Not Rarity!" A Rarity with a very scarred looking face jumped down from her cell wielding a blade. The two escapees walked together. Facility workers rushed into the cell block with their weapons aimed at the two. Time turner turned to Rarity.

"Would you be so kind as to free the rest of our friends before the riot?"

"Why, nothing would make me happier, darling!" She ran around the corner, leaving Time Turner with the guards. He smiled at the group of cowering soldiers.

"GET BACK IN YOUR CELL!" One shouted. Time Turner simply shook his head.

"NOW!!" He ordered again. Time Turner began to walk towards them. It seemed that every step he took was burned into the ground. He was about five feet away from the rest of the group before the first shot was fired. BANG! The bullet flew through the air towards Time Turner... But stopped. The bullet turned to dust. The darkest looking smile imaginable was sprawled across his face.

"Check on the 'Alias, Lil' miss Rarity'." The camera switched over to the scarred Rarity from moments ago. She was at another cell.

"Almost done my little friends!" She said. Parasprites were buzzing around the inside of the cell, eager to get out. The professor nearly lost it.

"SHE'S LETTING OUT THE FLESH EATING PARASPRITES!!! TAKE HER OUT!!" His workers began banging on buttons and flipping levers. A riffle of sorts was lowered from the ceiling of that hallway and pointed at the prisoner.

"FIRE!" A large white light consumed the camera's view. Once it had subsided, a blackened spot was where Rarity once stood.

"Good. That takes care of her." One of the workers shouted to the professor.

"Sir! The Shadow Bolts have escaped!"

"Sir! The zombies are no longer in their cell!" Screamed another.

"Sir! All of Block C was just released!" The professor clamped his hooves to his ears.

"This place is falling apart! Initiate full lock down!" He ordered.

"But Sir, our men will be-"

"DO IT!!" The colt obeyed and slid his key card through the panel in front of him. Through the camera's eye, the group watched as the doors to every exit were sealed. Sections to the higher populated prison blocks were also closed off, leaving screaming ponies banging on the walls.

Click

Everypony jumped and shifted their direction to the door behind them. The knob twisted slowly, and everyone in the room was thinking the same thing. This is it...

The door swung open to reveal a small peach colored pony with a light brown mane. He pulled a key from the door knob and smiled. He had an extremely large ring of keys hooked to his belt and wore a what looked like some sort of robe.

"Hello." He said.

"Who are you?" Rainbow asked.

"I'm the Key Maker." The professor sighed in relief.

"I'm so glad you're here! Do you have any keys to Ponyville?" The colt shook his head.

"When I was sent here, I lost my other keys. I made these ones earlier today." Everyone was shocked as they looked at the seemingly hundreds of keys hanging from his belt loop. "I made one for everything in The Facility."

Both Tony and Doctor Jekyll were pleased with this news.

"Do you have one for my cell?"

"And for mine as well?" They asked. The Key Maker handed them their corresponding keys and pointed towards the door.

"The keys should take you to your cells." Tony was first. He stuck the key into the knob and turned it. His laboratory was behind the door. Once it was closed, Jekyll did his.

"I'll be back once I have my formula." He said. But before anyone could ask him what that was, he was gone.

WARNING!! The alarm went off again. TIME LIMIT ELAPSED - COMMENCE FULL SYSTEM PURGE

The group watched in horror as every cell in every section opened. The dangerous, malicious creatures were released to do as they pleased to the ones who had imprisoned them. Through the camera, they saw a couple of zombies both trying to eat the same body. The colt being eaten was screaming his head off, when along came Twilight. Something seemed off about this one. Her mane was sticking up every which way and she seemed to be laughing over something. But her smile fadded once she saw the zombies.

"Oh no! It looks like they're having trouble sharing! Don't worry! As a good friend, I'll help you in your struggles!" The insane unicorn preped a spell, her horn glowing, then swung her head downward. The colt was sliced in two.

"There you go! Now you both get some!" She ran down the hallway laughing for a moment, then stopped for seemingly no reason. "This would make a good letter to the princess!" She said.

She happily galloped down the cooridor just as another worker was fending for himself. The insane Twilight snuck up behind him and used the same spell on the earlier colt to decapitate this one. She severed the scalp and carved into it with a discarded bone.

"Dear Princess Celestia! Today I learned the magic offfff........" She cocked her neck around. "SHARING!!!!!"

"We need to leave! This room wasn't built to hold back the prisoners, but I know of one that was." A worker explained.

"We can't take them there! That's suicide! There are too many prisoners around that area!" The professor countered.

"Well, it beats staying here." This worker sounded so familiar, but was wearing a mask over her face. Rainbow swore she knew who it was, or at least, who it sounded like. The worker ran out the door, the others following. Professor Laceration wore a look of anger as he headed out the door.

Chaos. It filled the hallways of The Facility. Every worker running for their lives. The very things they had caged were now coming for revenge.

"Uh... This way!" The worker shouted. She turned to the left and ran down the cooresponding hallway. The pony leading them seemed to know exactly where everything was. Someone swung at her and she was able to dodge it. Something was thrown and she caught it. They rounded up near a cell that seemed to still be closed. The mare ran her card through the computer and the glass was removed. Inside was the set up of a house's kitchen.

"Mom? Is that you?" A young filly was heard.

"Yes sweetie. It's me." A Scootaloo came out from behind a counter. The mare removed her mask. Rainbow Dash!?!

"Are you alright?" The worried Rainbow asked.

"Yeah. My cell didn't open for some reason." The professor giggled at the shocked expression on everyone's faces.

"Oh, yeah. I forgot to mension. In one universe Scootaloo is Rainbow Dash's biological daughter." Rainbow just stood, staring at the alternate version of herself. Completely baffled by this display.

"The safe room is just around this corner." The motherly Rainbow said. The group chased her to where she had stated. But once they had rounded the corner, the professor stopped in his tracks. Before them stood three ponies.

"These... These are classified as the most malicious under our files..." The professor whispered. The scarred Rainbow Dash they had seen earlier, along with Cheerilee and Big Macintosh.

"I thought that I uprooted you weeds!" The crazed Cheerilee screamed. Big Mac simply stared at the group with a disturbing looking grin on his face.

"I'm afraid we're going to have to kill you now." Rainbow said.

"No!" Someone from behind. Everyone's attention was shifted to where the voice had come from, and out from behind stepped another Scootaloo. This one having a cybernetic leg and half of her face was covered in circuitry.

"I'm not going to let you do that!" She shouted. Mostly towards the weather factory Dash.

"Oh, you... How many times do I have to kill you before you're dead?!" The motherly Rainbow pushed her Scootaloo towards the normal Rainbow Dash.

"Promise me you'll take care of her." Rainbow nodded and latched onto her double's daughter. The half cyborg Scootaloo spoke again.

"We'll give you enough time to get inside the safe room." The younger Scootaloo lunged for her mother.

"Mom! You can't do this!'

"Don't worry... These nice ponies will take care of you."

"M-Mom..." Tears were flowing.

"Listen, Scoots. I can't have you be hurt. I'd never be able to forgive myself for that. If it means that I have to give my life to clear you a path to safety, then so be it." The little filly nodded, and her mother looked to Rainbow Dash again.

"You get her in that room." She handed Rainbow a key card.

"This way! We'll have to go around." The professor shouted. They ran through the hallways up to another elevator.

"Unfortunately, the only way is through Maximum security. I just hope that they left." The elevator began to climb. Once the top floor was in sight, voices could be heard.

"Where the hell are we?"

"HEY GUYS! I'M A FUCKING HORSE!!"

"HOLY SHIT BALLS!! Me too... What did you do Richtofen?!"

"I did nothing! I swear! It must have had something to do with the teleporter malfunctioning."

"I hear something!" The elevator stopped at the top. The group was face to face with another four ponies. These ones all wore different clothing ranging from a tattered T-shirt to a large coat and fur hat.

"Who the hell are you?" One asked. He had a peach coat and blonde mane.

"Dempsey! You idiot! Isn't it obvious? Ve are in another dimension! I didn't sink it vas possible vis the Dg-2's limited power but we're here!" This one wore a strange cap with a golden eagle on the front. His clothing was light brown and he had a red strap around his front leg with some weird black 'plus' sign or something on it.

"What are you two babbling on about? And where is MY VODKA!?!" The one wearing the fur cap began a frantic search in circles for his lost drink.

"Please, ignore dem. Where are we?" This last one wore a cap similar to, Richtofen? They thought someone called him. Only it was green and he seemed to have some sort of Katana strapped to his back.

"You're in a prison for dangerous things from different dimensions." Twilight explained. The one they called Dempsey smiled.

"Hey Takeo! I just realized something. You're gonna have a hard time honoring your ancestors if you're a horse!!" He burst with laughter. The professor stepped forward.

"Well, I'd love to sit here and laugh all day but we're in the middle of a prison break and I'd like to get to safety!" He pushed past the four strangers and went on his way. The rest followed. Including the strangers.

"What's your name?" Pinkie Pie asked one.

"Nikolai Belinski! But you can call me Nikolai. Hey, uh, have you seen my vodka?" Pinkie shook her head.

"Damn..."

"Down the hall! It's right there!" Everyone looked forward to a large steal door. It had more of those spell markings on them. Rainbow slid her card through the panel and the door slid open. They were met with a shotgun barrel in their faces.

"What's your business here?" The colt asked. He wore a leather hat and coat. The side of his face was scarred completely. Part of his jaw was visible even with his mouth closed.

"Who are you?!" Twilight asked.

"Jonah Hex."

Chapter 6

"Look. I don't know how you got in here without a key card and truthfully, I don't care. But we need in here because we are being chased by those things and we need safety!" The professor pushed Jonah out of the way and entered the room. The rest of the group quickly rushed inside, the doors shutting behind them. It was a very bare room. Not much of anything inside, other than a single computer and one chair. The professor sat himself at the control panel and began to work on a multitude of programs at once.

"I should be able to access the motherboard's security system from here so we can get an idea of the condition outside." A holographic projection appeared above the computer, displaying many hallways outside of the safe room. Professor Laceration cycled through all of the camera views. Many hallways soaked in blood, others had demonic looking figures scouting the area for more to kill.

Tick tick tick...

"What was that?!" Rarity shouted out of fear. A ticking sound was coming from the ceiling. As if someone were moving inside. The professor tapped his hoof on the ground next to his computer and another panel came up. This one had a single riffle on top, similar to those that his workers had used. An air vent above the group opened and a rope was let down. The figure of a small filly slid down the rope and landed perfectly on it's hooves. Another version of Scootaloo!

"It's alright." The professor said. "She's one of the harmless ones." This Scootaloo wore a black turtle neck and had a pair of intricate looking goggles over her eyes.

"Sweetie Belle! AppleBloom! You're good to come down!" The other two fillies came sliding down the rope afterwards. The Sweetie Belle wore black clothing and had piercings over most of her face. As for AppleBloom... Her bow had a few holes here and there, she was very pale and her eyes were discolored. It looked like she was dead. She wore a muzzle over her face for some reason.

"So this is the last of the survivors, huh?" The Gothic looking Sweetie Belle asked.

"Survivors? Yeah, I guess." Twilight answered. The goth's attention was immediately shifted towards the normal Sweetie Belle. She stared intensively into her eyes, then spoke.

"You know that's not the real Sweetie Belle, right?" Everyone was surprised at this accusation.

"Yeah she is!" AppleBloom countered. The goth looked over to Jonah. She studied his face for a moment.

"You see it too, don't you?" Jonah nodded and took a step forward, pulling his shotgun back out. Scootaloo intervened.

"Stop! Why are you saying this?" She asked, turning towards Sweetie Belle. "This is the real Sweetie Be-....." Scootaloo got a good look at Sweetie Belle. Blue eyes...

"Enough a this!" Jonah shouted. He planted the barrel of his shotgun into Sweetie Belle's face and fired. Everyone shielded their eyes, but when they opened them again, instead of the scene of gore they expected, they got something else.

"WIRES?!" Everypony said simultaneously. The gaping hole in Sweetie Belle's head revealed many wires.

"Sweetie Bot." The professor said. He got back onto his computer. "She must have switched when we were back in the hallway." The camera screen displayed the hallway that they had been in moments ago. Off to the side was a small storage closet, whose door began to open.

"There she is!" Rarity shouted. Once the door had completely opened, the real Sweetie Belle stumbled out with a hoof over her head. She appeared to be bleeding.

"Ung.... Rarity?.... Where are you?!" She stumbled down the hall shouting. She was suddenly stopped by a bluish aura slamming her to the ground.

"Hey look, Sweetie Belle! It's the goody goody version of you!" The camera angle shifted again, revealing the Cutie Mark Killers from around the corner.

"Scootaloo, you can have her. I'm not interested." The evil Sweetie Belle said. Scootaloo approached the constricted filly, clenching a knife.

"Make sure ya leave her heart in one piece! I wanna snack fer later!" AppleBloom ordered. The professor pushed down onto the P.A button.

"SCOOTALOO!! BACK AWAY FROM HER!!" Scootaloo looked up at the camera.

"Oh! It sounds like they can see us. That's just gonna make this so much more fun!" Scootaloo raised the blade high into the air.

"NOOOOO!!" Rarity's screams could be heard over the P.A. Scootaloo brought the knife down. BANG!! Everyone was still. Scootaloo dropped her knife. Sweetie Belle released her spell. A gaping hole was now in the middle of Scootaloo's chest.

"CAKK!" She spat blood onto the floor then fell onto her side. The professor shouted with glee.

"THE HUMANS!!" Behind the killers stood seven strange beings that were able to keep their balance on two legs. Six female and one young male.

"Rainbow!" A taller one with purple hair shouted. One of the others responded with a throwing knife and chucked it. The blade planted itself in the center of AppleBloom's head.  The murderous Sweetie Belle prepped a spell as to attack the group. One from the back of the group came forward. Her hair was curled and bright pink and she wielded a crossbow. An arrow found itself in the middle of Sweetie Belle's throat.

"Rarity!" The purple haired one shouted again. Another one holding duel wield pistols came to the front of the group and checked around. Once she had looked around each corner, she responded.

"Clear!" She said.

The young male of the group approached the traumatized Sweetie Belle. He had green hair and was wearing a light purple jacket.

"Are you alright?" He asked. Sweetie Belle stood herself up shaking and nodded. "Good. We're not going to hurt you, okay?" Sweetie Belle nodded again.

"Thank you." She said. The young male turned around.

"Hey, Twilight. Where do you think we are?" The purple haired one responded.

"I'm not sure. I've never seen anything like that portal in my life."

The professor spoke through his microphone again.

"Thank you all for helping that young filly. The rest of her group is in a safe room about thirty yards down the hall to your left. Once you reach the end, you need to make a right. We will open the doors for you." They nodded and picked up their things to leave. "Before you get going." He added. "Do you know what cell it was that you were in?" A blonde haired one spoke.

"Cell forty six seventy somethin'." The pink haired one spoke again.

"4125 I think... I may be wrong."

"Thank you." He said. The professor turned in his chair and faced the group of ponies around him.

"These are the 'human' versions of all of you six." He said pointing towards the mane six. "Their world was ravaged by an unforeseen plague that caused dead corpses to become animate again."

"Dude, you could have just said 'zombies'." Rainbow noted. A knocking on the door was heard. Jonah opened it and let the humans in.

"How come they aren't ponies, but some who also weren't ponies are now?" Twilight asked.

"This world bonds with some, and doesn't with others. Some are changed and some aren't. It's as simple as that."

Before the door could completely close, a black mist pushed itself through into the room. It spun around and landed directly in front of the professor, taking a physical form. A tall figure towered over the professor. It wore a dark black suit and a bright red tie. It's entire head was barren of any details other than the ears.

"S-slendermane?!" The professor managed to get out. Suddenly, the light flickered violently and went out.

"PROFESSOR?!" Fluttershy screamed. Everyone was frantically feeling around in the darkness. But no one was able to find him. The lights flickered back on. Slendermane was gone, and so was the professor. The humans ran over to the door and shut it.

"We need to find a way out of this place or we are all going to end up dead!" Twilight shouted. The turtleneck Scootaloo approached the computer and began typing various commands.

"We should be able to escape through this emergency door around the south wing." The holograph displayed a three dimensional scale of the southern wing of The Facility. "We just need somepony to clear the way for the rest."

"How about somebody?" The human Twilight offered as she cocked a shotgun. Human Spike snapped a photo of the map and lead the way down the hall.

"Thank you." A few said.

The computer was left on so the human's actions could be tracked. The came across a few zombies here and there, along with some murderers. The insane Twilight was killed later on. But everything came to a stop when they rounded the corner. At the end of the hallway stood a very pale pony with it's front legs broken. It had no eyes but a very large mouth. It only stood there.

"Pinkie Pie." The human Twilight spoke. Pinkie responded with a sniper and took aim.

"What is that thing?" Rainbow asked. Jonah came forward for a better look.

"I believe that's a Banshee."

"WHAT?!" Twilight screamed. The pony in the hallway suddenly unhinged it's jaw. Horrible cracking noises filled everyone's ears. It caused some to cringe. Once it was done, it let out the most devastating howl.

"wwwhhhhhhhhhaaaAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA!!!!!" The humans dropped to their knees. The noise shook the hallways and caused the cameras to cut to static.

Silence...

"Well... I guess they didn't make it." Rainbow said. Fluttershy burst into tears.

"We're never getting out of here!!" She screamed. Pinkie and Rarity quickly rushed to comfort her.

"It's alright Fluttershy... We... We will make it out of here. I promise." Rarity assured. Pinkie struggled for the right words.

"Yeah! Um.... We just need to figure something out." BANG BANG BANG!! The door vibrated from the force put on it. It was ripped open. A large group of shadow like figures entered the room and attacked.

"RUN!!" Twilight screamed. The group ran out of the hole in the door and into the hallway. The zombies were waiting outside. Everyone quickly spun around and headed down the opposite hallway. They were being chased by many different creatures. Along with the shadows and zombies, a reddish figure breathing fire was after them. Around another corner was, unfortunately, a dead end. Waiting for them was a Celestia in golden armor with red hair. The Slendermane figure emerged from the wall like water through a strainer. They were cornered.

"What do we do now?" Rarity asked.

"I don't kn-" The side of the wall exploded. A iron pony flew through the giant hole and blasted the zombies away. It landed next to the rest of the group.

"Sorry it took so long." The face of the pony lifted revealing... TONY!

"Not a problem." Rainbow joked. A very muscular pony followed in suit and ended up crushing the shadow figures.

"It took me a while to find my formula. They had apparently moved it on me." They could only assume that it was Doctor Jekyll, seeing how he was talking of a formula before he left. Everyone stood back to back ready to fight off the creatures surrounding them.

"On the count of three!" Twilight shouted. "ONE......" Tony prepped his blasters. "TWO......." The turtle necked Scootaloo pulled some sort of ray gun from her shirt. "THR-"

"STOP!!!" Everyone froze. Was that the-?

The professor emerged from around a corner.

"There is no need for all of this violence."  Slendermane and the evil Celestia backed away from the group.

"Professor?! I thought you died!" Twilight was dumbfounded.

"Yes, I know. Genius, wasn't it?" A look of confusion was shared throughout the group. "Oh! How rude of me. Allow me to explain..."

You see... centuries ago, I worked for the princess herself. I was graced with her most prestigious awards and recognition. But I never allowed it to go to my head. No. I was good. I was pure. It wasn't until the Changeling Revolution that this changed.

"Your majesty! The kingdom is under attack!" A guard burst into the throne room shouting.

"Deploy our troops! Perimeter all entrances!" Celestia ordered. The guard nodded and left the room.

Celestia had her best guards on duty, I was their captain. She told us to keep the castle from being breached.

"But your majesty!" I pleaded. "My family! My son and my wife! They're home alone and I need to be there for them!"

"No, Stainless! You are needed here!" She ordered me to stay put. But I still pleaded.

"Your majesty! If I do not return home, then I fear something horrible may ha-"

"YOU ARE TO STAY HERE!! IS THAT UNDERSTOOD?!?"

I couldn't believe her... After all I had done for her and she wouldn't even let me leave to see my family!

"Wait!" Twilight interrupted. "You're Stainless Shield!?!" The unicorn closed his eyes. His horn glowed a faint red and the scar on his face began to fade. The details in his face changed, revealing a completely different looking pony.

"Yes, I am. Black magic assured that I'd live to carry out my plan." He continued.

I returned to my home after the invasion had been fought off. All around where he stood. Everything as far as his village stretched, was cinder and ash. I couldn't believe the amount of selfishness that came from that tyrant. I only wanted to make sure they were safe. I wasn't revolting.... I wasn't questioning her authority.... I only worried for my family and she let them die. The poor colt collapsed to the ground, weeping.

Stainless wiped a tear from his face.

"Stainless... I completely understand your pain. But this won't fix it. Just killing ponies for no reason." Twilight said. Stainless coughed.

"I have always had a reason for everything I've done since you've gotten here. The anger I showed when you arrived was to guarantee that you'd stay for the inspection. I let the humans out of their cell so you'd have a reason to open the door. I control everything in this building. Not with a remote, not with a computer, but with my mind." The sadness faded from his face, leaving only hate. "And now. You're going to write a ransom letter to your princess. She steps down from her throne or I kill every one of her Elements of Harmony!"

Chapter 7

Everyone had their minds blown. He was the one causing this trouble!

"Now, Twilight... I'm going to need you to send that letter as quickly as possible." Stainless chuckled. "Because your friends might not like you to take your time!" Tony, Doctor Jekyll, and the turtle necked Scootaloo stepped in front of the mane six. Stainless smiled.

"Oh! And your multiverse friends will have to leave!" He turned his head towards the broken up wall. His horn began to glow that familiar red and a portal opened. It started small, but became monstrous within a matter of seconds. All of those not from this world were sucked into the red ball. Jonah, Tony, Doctor Jekyll, the four strange ponies both Scootaloos, the dead AppleBloom and the gothic Sweetie Belle. Only the mane six remained.

"Slender!" Stainless shouted. "You and Nightmare Sol, take these five to cell block control E-Alpha. I'll handle Miss Sparkle." Slender puffed into a black mist once again and engulfed Pinkie, Rainbow, and AppleJack. He vanished into the wall again. The evil Celestia grabbed Fluttershy  and Rarity in her magic and flew off. Twilight was left alone with Stainless. She, angry and ready for anything. He, calm and confident. The two stared at each other for a moment, monitoring the other's movement.

"Twilight. I wish no harm to come to you or your friends. I only ask that you write on simple letter to your princess, politely asking her to give up her throne. That's all. If you do this for me then you'll live."

Twilight couldn't think straight. It would be betraying the princess if she were to write this letter. She couldn't do it.

"I won't."

"Really?" He asked.

"Yes. I won't write that letter."

"Fine..." He grunted. The white colt pulled something metallic out of his saddle bag. It seemed to be a radio of some sort. He put the device up to his mouth.

"Attention Slendermane and Nightmare Sol..." His voice boomed throughout the entire complex of The Facility. "Kill them." He finished.

"NO!" Twilight screamed. Horrible shrieks of pain and terror flooded from down the hall. All of her friends were dying, and it was all because of her. She pushed Stainless out of the way and bolted down the hall, rushing towards her comrades. She thought that if she were quick enough that she'd be able to help them. But she knew it that no speed was quick enough. She arrived at the cell block Stainless had mentioned earlier and nearly threw up. Before her were the bodies of her friends hanging from the walls. Blood and entrails stained the walls and something black dripped from the ceiling. Some had limbs ripped from their bodies, while others were simple sliced open.

Twilight fell against the glass of the cell and wept bitterly for her lost friends. This was the most gruesome horror she had ever witnessed or even heard of! Stainless chuckled as he approached her from behind.

"This... This here is just a sample! A sample of what will come if you don't send that letter!" Twilight still cried.

"You're a monster!" She yelled. Stainless swung a hoof, striking Twilight in the head, and knocking her to the floor.

"That tyrant out there! The one you worship! That one, she is the real monster. She let my family burn to death! She acts as if her subjects are always the first thing on her mind, but in reality, ponies are disposable..." Twilight knew that he was lying.

"That's not true and you know it!" She said.

"Really?" He stared at her with hatred. "Do you know why you're here? Why she allowed you to enter someplace that is so dangerous?" Twilight shook her head.

"She wouldn't have sent me in here if she'd known of the danger." Stainless laughed hysterically.

"Ohhoho! Oh on the contrary! I sent her a letter detailing how dangerous this place was. Do you know what she sent back?" Twilight looked up at him. "She wrote 'I need an inspection regardless.'"

Twilight shook her head.

"No! NO! You're lying!"

"Now what would I gain in lying to you?!" More tears came.

"You're lying!"

"I'm not, Twilight! She cares nothing for you!" Twilight thought for a moment.

"Even if I did send it. You've already killed five of the elements. You don't have enough to be giving demands..." Stainless again chuckled.

"Oh! So you think that I can only kill you three? No, no, no... There is an entire kingdom of ponies just waiting to be slaughtered! If you don't write the letter, then I'll just open the doors and I'll take over by force!" She had nothing left. Nothing to get him to change his intentions, and nothing to save Equestria.

"......." She looked back up to Stainless. "I'll do it...." It was almost painful to say. She was betraying the princess...

"Good."

Stainless had locked Twilight in one of the cells shortly after the letter had been sent. He said that it was for safe keeping. Two dark looking guards resembling those of Luna's stood in front of her cell. She tried not to look at them, they had no faces and it was disturbing. Stainless came around the corner and stood in front of the cell, he faced Twilight.

"Well... It's been a few minutes now. Almost a half hour. Maybe I should just open the doors and let my creatures out at her. Maybe that will h-"

"NO! She'll write back, just wait!" Twilight shouted over him. Almost immediately, a small wisp of green flew in through the window and puffed into a letter before the colt's eyes.

"Well, it seems she has her answer." The letter was unrolled and read aloud. "If you think that I'm willing to give up my throne, then you are very mistaken. This is an act of treason and the repercussions will be dire." Stainless chuckled as he rolled the scroll back up. "Well, it looks like she wants to play hard ball!" He laughed. The crazed colt reached for his radio once again. His voice boomed throughout The Facility. "Everyone... It's time to go." A siren went off and everything inside began pouring down the halls, past Twilight's cell.

"Your princess is even too selfish to give up her throne, a title, for the life of her most intelligent student. That's got to burn!" He teased. The colt left the cell, the no faced guards remained. Twilight found herself wallowing in anguish. Her friends were dead. No one was coming for her. She past the glass at the guards. One of them would probably have the pleasure of killing her, she assumed.

"Who goes there?!" One shouted. His spear pointed to the left. The guards voice was very gargled and sounded as if it was spoken from under water. Out from the shadows emerged a familiar face. Or, skull, rather. Death approached the guards. The first lunged with his spear, but was stopped by the sudden scythe blade penetrating his skull. The other dropped his weapon and cowered at the bloody sight before him. Death simply placed his hoof on the guard's chest. The colt dropped to the ground, dead.

"Hello again, Twilight Sparkle..." Twilight was both cheerful for the death of her captors and afraid for what Death might do to her.

"Why are you still here?" She asked.

"As I said before.... you are destined for greater things.... The cell door was opened. "You have the power to save every last pony in Equestria...." Twilight knew that he spoke of her element and she shook her head.

"No... No I don't. My friends were..." She fought back tears. "The other elements were killed."

"I am aware.... But be that as it may.... there is another way to defeat Stainless...." Twilight's eyes widened. "In one of these many cells is a Discord, turned to stone.... But this one is of good.... In fact, in his world, you and your friends were to antagonists, Celestia being the evil queen of her land.... Around Discord's neck is an amulet of great power.... it will allow you to focus your elemental powers great enough to compensate for the other five.... Twilight still doubted herself.

"I don't think that I could. Even with that amulet." Death moved a portion of his cloak out of the way, revealing a small saddle bag.

"I will do you a kindness...." He said. "Because of Stainless's black magic, he was made immortal.... for centuries I have been after his soul, but he can't die, so I have no influence on him..... I don't have the power to kill him... but you do...." He pulled a few vials of glowing liquid from his bag. "Here is my offer.... If you use the amulet to take away Stainless's immortality.... then I will restore the life of your friends and all who have been lost today...." Twilight gasped.

"YES! Yes I'll do it! I'll do it for my friends! Oh! Thank you!" She nearly hugged him. She was pulled from her sorrows and made a happy mare once again. She galloped down the hall, in search of this cell. But suddenly stopped. "I don't know where his cell is. Are you going to help me find it?" Death shook his head.

"No.... This is your destiny..... I cannot intervene.... But I can give you direction...." Twilight smiled. "In sector 5 in the master control room, there is a computer with every cell and it's occupants listed on it.... You can find Discord through that...." Twilight nodded. "Once you have the cell open.... you need to be quick.... That cell was left closed, so not only is Discord still there.... But the evil versions of you and your friends are too..." She'd have to be ready with a spell just in case. "Lastly.... In order to activate the amulet, you must think of someone you value.... Somepony that you think of as family... The amulet is powered by immense compassion..."

.Twilight looked down to find the letter that the princess had sent.

"Twilight Sparkle,

I am ashamed for sending you into that wretched place. I knew that The Facility was not to be played with but I sent you in there, regardless. I realize now that I am still learning how to be a wise and just ruler, even after 1000 years as princess. If it means saving your life, then I will step down from my throne. I just pray that you can forgive me for putting you in this situation." A radio on the shoulder of one of the guards went off.

"The princess has stepped down." It was stainless. "You two may kill her now." A loud "NO!" was heard in the background before the radio cut out. It sounded like Celestia. Death picked up the radio.

"Yes, sir." Death's voice matched the gargled one of the dead guard.

"Thank you." She said. Death simply nodded.

"Go now. Time is of the essence."

Twilight rushed off. Through corridors and around corners. She came across a large sign on the wall reading Sector 5. It pointed further down the hall. She ran on...

Once she had entered the master control room, she approached a computer that was larger than the rest. Twilight tapped on the screen and it responded with a bright light coming on and a search bar being displayed at the top of the screen. She typed in the letters.

D-I-S-C-O-R-D

The computer responded. It brought up about five different cells under the name of Discord. Evil, sadistic, demented, ah! Good Discord, cell 1543. Twilight grabbed a security card off of the computer desk and ran out the door. Cells passed by as she ran through the halls. Finally, cell 1543. Discord stood in the center of his cell. He was indeed, turned to stone. A golden medal was wrapped around his neck. That must have been it. She slid the card through the computer system next to the cell and the glass slid upward. Very cautiously, she stepped inside, a spell prepped. She quickly levitated the amulet off of the creature's shoulders and bolted for the exit.

A whir of rainbow stopped her from leaving.

"Hey, Twilight. Where are ya going?" Rainbow Dash asked. This Rainbow Dash was grey, rather than cyan. But she asked the question as if she didn't know that it wasn't her Twilight. She decided to play along.

"Oh, nothing much. Just taking this stupid necklace off of Discords neck." Rainbow nodded.

"Well.... Okay, then." Twilight turned back to the exit. But before she had cleared the door way-

"Rainbow! What are you doing?!" Twilight's double appeared. Rainbow quickly turned back to Twilight, their eyes locked for a split second. Twilight tried for the door but wasn't fast enough. Rainbow had already pounced her. Twilight quickly pushed her off using one of her more violent spells, sending the false Rainbow into the duplicate Twilight. She then quickly jumped out of the cell and slid the card through the machine once again.

The doors slid themselves back downward just as Rainbow had recovered. She pounded a hoof on the glass.

"Ohhoho! You're gonna regret that!" She threatened. Twilight didn't say anything in return. She simply turned and walked away.

Alright. She had the amulet. She knew how to use it and who to use it on. She was ready.

Back at the entrance, Death had been patiently waiting for her.

"You found the amulet?" He asked. Twilight waved it in front of his face like a pocket watch. "Good.... Now you are ready...." Twilight pulled her key card back out again and was about to use it on the main computer. But Death stopped her. "I'm going to warn you now, Twilight... Once this door is open..... you'll see a very large amount of my work......" Twilight flinched but quickly recovered. She nodded and slid the card through the panel on the wall. The main door slid open and nothing remained but what looked like the remnants of a horrible war that had been waged not even five minutes ago.

"Go now, Twilight...." Death said. "You must fulfill your destiny...."

Chapter 8

Many homes were destroyed. Stores were looted and things were broken. Many of her closest friends lie dead on the ground. Twilight fought back tears at the sight of her library. She decided not to go in, out of fear of what else might be destroyed. This entire event was a catastrophe. Almost everypony she'd ever known was dead, and she wasn't there to help them....

No. No, this event will have never happened. She just had to put Stainless in his place. Twilight took a deep breath and looked down at the amulet around her neck. Her friends would live again. Stainless would pay.

As she approached Canterlot castle, she was faced with an ungodly amount of armed guards. They surrounded the castle completely. It didn't look like they had seen her, so she crouched behind an overturned carriage for some thinking time. How to get past these guards.... No. How to get past them unseen.... Suddenly she perked her head up. An idea had forced it's way into her head. Twilight quietly tiptoed around the carriage and other various damages over to a small cliff just above the castle's main entrance. Once she was at the top, she took aim at the side of the enormous structure and focused a spell. This would be the first time that she'd done two spells over top of each other. She focused hard and surrounded herself in a purple wisp and teleported towards the side of the tower. Immediately afterwards, she reverted gravity towards the castle and simply walked up the wall.

She looked back at the guards below. They still hadn't noticed her, good. She continued up the wall until she was near a balcony. From where she stood it looked to be the watch tower of the castle. That means that there was only one rooms until the throne room. Twilight flipped herself over onto the balcony and returned gravity to normal. Twilight picked herself up and slowly approached the door. It was cracked slightly, so Twilight took a small peak into the hallway outside. One of Celestia's last royal guards stood at the entrance to the throne room. Someone else was coming down the hall, causing the guard to bring his spear to a defensive position.

"Step out of the way. My business is not with you." Stainless!

"You are not permitted to enter here. Leave now." The colt returned.

"This is your last warning." Stainless emphasized the last few words. The colt stood his ground. "Very well." Stainless removed a gun from it's holster and put a bullet in the colt's head. Twilight clamped a hoof over her mouth to muffle her gasp. Stainless kicked the body out of the way and pushed the door open. Slendermane flew into the room in his wisp form and landed at Celestia's side. Nightmare Sol flew in as well and landed on the side opposite to Slender.

"Ah! Princess Celestia! What a pleasant surprise! How are you?" Stainless chuckled as he entered the room.

"I have agreed to step down. Now release the elements!" She ordered. Stainless only laughed harder.

"You don't have any power right now! I can send out enough of my creatures to kill everypony on the planet! What can you do? Shoot a pretty colored laser from your horn? I'll just get back up!" Celestia gave the largest frown Twilight had ever seen. "Alright. Now I need you out of the castle." He said.

"Release the elements!" Celestia countered. Stainless scratched the back of head.

"Well, you see.... I already killed all of them." He smiled. Celestia stood up from her throne and prepared a spell. Stainless quickly grabbed onto who looked to be, the princesses adviser. Stainless had a knife held up to the adviser's throat.

"Nope!" He laughed. "No, you're not doing that!"

The princess retracted herself and lowered her head.

"I will step down if you promise not to hurt anyone else." Stainless didn't answer. "PROMISE ME!" She screamed. Stainless simply nodded. The princess slowly came down from her perch. She kept eye contact with Stainless, giving him the coldest glare as she descended.

Seconds before leaving the room, Twilight burst into the room.

"STAINLESS!!" She screamed. The colt jumped back.

"I gave the order to kill you! How are yo-" Terror froze him in mid sentence. He looked down at the large metal amulet around her neck. "Wh-Where did you find that?" He quivered.

"It doesn't matter where I found it. What matters is what I'm going to do with it."

"But I hid it away! How did you find it?!"

"I had help from a friend." She said. Stainless began to back away.

"You are a disgrace and an abomination! And you will never hurt another living thing again!" The amulet around Twilight's neck began to glow.

"Wait! NO!" Stainless shouted. The amulet grew brighter and brighter, consuming the room in it's light. "STOP IT!! NO!!" The room was completely enveloped in white, and the only thing anyone could hear was the faint cry of the villain Stainless....

"Man, she looks pretty beat up."

"I hope she didn't hit her head too badly."

"That's a terrible bruise on her fa- Oh! She's waking up!"

Twilight opened her eyes. She was laying in a hospital bed in one of their gowns. It appeared that she had bandages over her legs and her friends were looking at her pitifully. Wait... HER FRIENDS!

"AppleJack! Rarity! Rainbow, Pinkie, Fluttershy! Guys, oh my goodness! You're alive!" AppleJack chuckled.

"Well 'course we're alive, sugarcube. Why wouldn't we be?" Twilight was confused.

"Wait. You don't remember anything that went on in The Facility?" All of her friends looked at her like she was speaking another language.

"What facility?" Rainbow asked.

"Oh, my. You must have hit your head harder than we thought!" Rarity said. Twilight became even more clueless.

"What?"

"You fell down the stairs in your library." Fluttershy informed. "Spike got us together, and we brought you here." This was weird. A doctor entered the room.

"I'm sorry, but she'll need her rest for now. You'll all have to come back some other time." Her friends all nodded and slowly left the room. The doctor closed the door behind them. He walked up to Twilight's side and spoke to her.

"Thank you, Twilight." Her eyes widened. "Because of you, I was able to finally collect Stainless's soul." Twilight smiled at him.

"It was my pleasure. Thank you for giving me back my friends." Death smiled as best he could.

"I restored everyone. All of those that weren't tied to this world, were sent back home. I also erased this memory from everyone's mind. The Facility never existed. Only you and Celestia know that this ever happened." Twilight nodded. They shared a smile again. Death walked back to the door.

"Get some rest now, Twilight. You've earned it." With that, the light was shut off.