The Uprising: The Third Part

"What do you mean it's a possibility?" Eliot gasped. "There is no way!" Eliot was standing next to Sunflower in her bathroom. He was exceedingly worried about something. Possibly regarding the 'incident' about two weeks back.

"I don't know Shine. I hope not." Sunflower muttered in response. Also worried. "I'll check to be One-Hundred percent sure. Just give me a second alone." She shooed Eliot out of the bathroom, and proceeded to sit on her reflective white toilet, and urinate on a strange pad.

Eliot was pacing outside the door, his hooves almost collapsing out of fear. "Crap! It was only one time! She can't be..." Shine didn't want to think about the subject, but it was his main priority. In the midst of his terrified thoughts, a hoof knocked on the bathroom door from the inside.

"Come in Shine. It's reading the results." Sunflower called as Shine trotted in slow motion through the door, his dark green wings stapled to his sides. He glanced at Sunflower who was levitating the pad with her horn.

"Please merciful Princesses. Let it be negative." Eliot began to tremble in anticipation. His eyes affixed on the screen of the levitating pad. Sunflower was no different. The screen flickered a few times. Before the result came fading in. Positive.

"GAHH!" Sunflower yelped in pure dread. Blushing heavily. She took it in between her two front hooves. Eliot on the other hand, couldn't conceive a word to utter in his dumbstruck, and fearful mind. He merely had a shocked look on his face, and his hazel pupils where as thin as the tip of a sowing needle.

"NO! NO! NO! I cant't be a father!" Shine managed to get out. "Oh Shit. OH SHIT!" Eliot rasped through his sore throat. Sunflowers blush deteriorated.

"...Why." Sunflower dropped the pregnancy test, and backed up against the wall, sliding down into an uncomfortable sitting position. "What's my mother going to say?" Sunflower beckoned.

It took a few minutes for both of them to regain composure. Shine was the first to speak.

"We can't let our parents know about this." Eliot said. Grasping his mates hooves, and lowering them from her tear drowned face. "We can work this out soon. Just don't let your parents know."

"Alright Eliot. I'll try to keep it a secret. But how will you take care of it?" Sunflower asked. Eliot shrugged a bit.

"You'll find out. Just take some time to yourself to calm down. Alright Sun?" Shine assured as he got up, and planted a kiss on Sunflowers lips, she returned the kiss. Eliot left Sunflower to herself.

Shine was walking on a trail through the think woods. Beams of sunlight trickling in through the exposed entrances to the blue sky. Shine's left wing tucked over his ICLOD NANO. He was listening to his favorite track. It was highly sexual. The song was called 'Show me your Genitals.' He was bobbing his head, and occasionally chuckling to the lyrics.

Mare's are stupid, and I don't respect them. That's right! I just have sex with them.

Show me your Genitals. Your Genitals. *What* Show me your Genitals. *Your Genitalia* x2

You're talking to me about stuff. Why? I'd rather see your pussy.

Now you're talking about other stuff. Why? I'd much rather see your pussy!

I can't have sex with your Ponyality, and I can't put my penis in your Magic Degree, and I can't shove my hoof in your Foalhood dreams. So why are you sharing all this information with me?

It's not sex just because I am singing it in a song. That's right bitch, now take off your socks, and.

Show me your Genitals.

Eliot found the song rather off putting today. So he decided to turn on a random song. But what he got was that ONE song that pissed him off to no limit. The song that made him want to tear out the lungs of somepony through their flank. It was actually a song made to advertise jobs at The Rainbow Factory. It began sounding dark and hostile. But faded into a cry for help in the weather facility.

The only reason Shine had this on his ICLOD was just in case he ever got ganged up on in a fight. The song would make his fighting self surface to it's full extent. He didn't know why. Eliot continued out of the forest, having skipped past The Rainbow Factory advertisement. He began his journey home.

A low humming sound could be heard in this pitch black house. The only light entering was through the one window at the front, letting in a shroud of murky Dusk lighting. Eliot Shine could be seen walking back towards the not so distant Ponyville. Then from the shadows came a large red, and old looking Earth Stallion. He stared out the window at Eliot, his long gray mane resting upon his back, his hooves open at the bottom, similar to the ones of Big Macintosh. But a lot sharper. His Cutie Mark was by the look of it, a war symbol, representing fire. He wore a jet black vest to top it all off.

"Ahh. Eliot." The huge stallion uttered to himself. "What troubles might you have now?" He finished in a quick but low voice. "My Son!" The Stallion exclaimed. He took cover behind the neighboring wall, as Eliot looked back at the stallions house with a look of paranoia and hate. He continued his walk after a five second glance. The red earth stallion returned to looking through the window, at the fading figure of his son.

Somewhere on the other side of Ponyville. A dark gray Pegasus glided in the air towards an open park. He descended upon an occupied bench. He proceeded to sit down next to a bright orange Unicorn with a long red and yellow mane, flowing around her horn, and hanging below her throat. Her Cutie Mark was a large bold red heart, with fire forming around it. It also had three diamond on different parts of the heart.

She had a young colt sitting halfway on top of her. An Alicorn. His mane was black like the Pegasus, while it was curled like the Unicorns. His coat was a dark red color, and his eyes where a shining orange like Celestia's beautiful sun. He was rolling around on his mother playfully, while she barricaded him from falling off with her magic. The dark gray Pegasus sat next to the bright Unicorn, his Cutie Mark was a ying-yang.

"I'm back." The Pegasus said. Shuffling closer to the Unicorn.

"Late as usual Night." The Unicorn mare joked. Readjusting the foal on her back. "Nebula here missed you." She said smiling.

"I've only been gone for a few minutes Fire Heart." The Pegasus smirked.

"Oh Nighthawk. Can't you take a joke." Fire Heart replied.

"I just don't like it when you bash my performance." Nighthawk said, moving in closer.

"I'm not bashing. I was kidding." Fire Heart frowned.

"I know. So was I." Night reassured as he pulled Fire into a kiss. It lasted for a few seconds before Fire Heart broke it, and began to speak.

"Say. Why don't you and Nebula Blaze take some time to bond a little more?" Fire Heart was telling Nighthawk more than asking. "Would you like that Nebula? Do you want to go with Daddy?" Fire Heart asked the foal in a kind motherly tone.

"Ya" Nebula answered, bouncing a bit out of excitement to spend time with his dad. Nighthawk proceeded to pick Nebula up and flip him onto his back.

"Hold on Nebula." Night said as he began to flap a few feet off of the ground.

"Be careful." Fire Heart said.

"I will." He responded as he began to fly towards the main part of Ponyville. Nebula enjoyed the swift breeze of the evening air an his face. He tried to let out a joyful yell, except he got a bug straight to the back of his throat when he opened his jaws. Nebula Blaze spit out the crunchy fly in disgust. Nighthawk descended near Sugarcube Corner, hoping to maybe buy one of Pinkie's famous Cupcakes for Nebula before the bakery closed for the night.

"Alright lets see if the place is open." Night approached the bakery but stopped as he heard some commotion from the inside. He shuffled over to the window to see what was going on.

There where three Stallions wearing suits and fedora's. They're build was unimpressive. They each had a stereotypical mobster voices, and surrounded Pinkie Pie who looked quite nervous.

"Yo we seen Jacky come down here de otha day. Said he was comin' to help ya make Cupcakes. We ain't seen em' since. Where is he?" One of them shoved Pinkie forwards into the other one.

"Yo bitch! We ain't got all day. Where's Jacky?" The other mobster asked.

"I don't know who you're talking about!" Pinkie Pie yowled as her mane began to deflate. Her bright pink coat turned darker.

"Either you tell us. Or these will make you tell us." The mobster pony pulled out a small knife from his trench coat pocket. When Nighthawk seen the blade he entered. Forgetting Nebula was still on his back.

"Yeah. Why don't you half-witted douche bags get the hell away from the mare." Nighthawk confidently threatened. The three mobsters turned to face Nighthawk. A doubtful look in each of their blank eyes.

"Yeah. Or what?" One of them asked. Pulling out his knife, and displaying it proudly.

"Or I'll show you a world of hurt." Nighthawk smirked at the unaware stallion.

"You're crazy man." He stated as he lunged at Night with the knife, who merely dodged it. Causing Nebula to roll off of his back.

"Bad idea." Nighthawk chuckled as he thrusted his hoof forward which connected with the mobsters snout. Causing him to fly back. He got back up, and continued to swing wildly at Night with his small jagged knife.

"Stand still motha fucker! Guys some help!" The mobster called to the others. They joined the fight. Trying to cut Nighthawk was no easy feat. The original attacker flew out of the mosh pit.

"Come here!" He yelled to Nebula, as he lifted Nebula in his teeth, and placed the knife against him. "Hey bitch!" Yelled the mobster. Nighthawk glanced at the scene before him.

"Good move Johnny!" Said another attacker, as he held Nights shoulders. "Cocky bastard can only cower from our knives." Nighthawk just stood there. Staring at Johnny with pure hate!

"That's the last mistake you will ever make!" Nighthawk howled as he seemingly appeared behind Johnny a second later, a Katana between his teeth. Johnny dropped the knife, and Nebula Blaze simultaneously. He began to wobble, blood pouring from his abdomin.

"Johnny?" A mobster voiced. The wobbling mobster collapsed, dead. Causing the remaining two to yelp. Nighthawk turned around.

"Leave." He ordered between clenched teeth. Both of them bolted through the door, disappearing from sight in less than two seconds. Nighthawk sheathed his blade and picked up Nebula, he left without a word escaping his lips. Pinkie Pie had taken the body into the basement with a mixture of disappointment and thankfulness written on her cheerful face.

Nighthawk would not get any sleep that night. He was angry at himself for putting Nebula in so much danger without even realizing it. This will be the second night in a row without sleep.

Sunflower was sitting in her orange tinted bedroom, reading a book. She had calmed down about her positive pregnancy, and is trying to relax. She had told nopony about it. Her tired red mane wilted to the left as usual, she was calm just like any other night. But that all stopped when she heard angry hoofsteps stamping up her echo prone hallway. Her father bursted into her room. An enraged look covering his usually calm face like a mask.

"Sunflower! What the Buck is this!" His gray coat began to turn the same color as his red mane, out of anger. He held up the pregnancy test that Sunflower had discarded earlier.

"Dad I-" Sunflower was cut off.

"This is not your mothers! So who else could it belong to! You!" His dumbell Cutie Mark flexed in anger. "You're a member of MY family! Not a WHORE!" His clenched teeth almost chipping.

"Dad!"

"Don't talk to me! Little Bucking whore's like you should not have the right to speak!"

"Dear Celestia Dad!"

"When that little bastard comes out, don't expect any help from me or your mother!" He was steaming. "In fact! You don't deserve to live here!" He grabbed Sunflowers mane with his teeth, and dragged her outside of the house, not using his magic. He tossed her out the door, onto the damp, dew covered grass in the front yard.

"Dad please!" Sunflower begged.

"This is an all Unicorn family! You're not a Unicorn! You're just a worthless slut!" He slammed the door. Sunflower began to break down in her emotions. Crying seemingly endless rivers of tears, that would just fuse with the ground momentarily.

Eliot had been outside Sunflower's house. He had heard the whole thing. Shine galloped to Sunflower's side. Trying to comfort her, but to no avail.

"Shine! I don't know w-what t-to do." She stammered. "I can't get an abortion! T-they're evil!" Sunflower explained through a tear shrouded face. Eliot was disappointed. This had been what he had thought about.

"Sunflower. It's for the best if we do." Eliot began. "Just think about the life the foal will have. We're only Sixteen. How will we raise it? Your parents disapprove. My mom does not have very much money. It's for the best."

"No. Abortions are still sins against life itself. Killing an innocent foal." Sunflower responded.

"We'll have to think this through some more. C'mon. I'll take you back to my place." Eliot offered. "We can speak about this there."

"Okay." Sunflower sniffed. Tears still flowing rapidly. She got up with Shine's help, and followed him back to his home.

It was the next day. Eliot had to explain why Sunflower was sleeping in his bed with him, to his mother, Cherrydrop. He said how her father kicked her out of the house, but left out everything about the pregnancy.

"That was very kind of you Shine. But you should of consulted me." Cherrydrop scolded.

"Yeah. I will next time." Eliot responded. After his mother left the room. He began disguising the future of the accidental foal. It was long, and stressful. But Eliot, and Sunflower came to an agreement. They would put the foal up for adoption.

"Sad. Poor thing won't know who it's parents are." Sunflower sighed.

"Agreed." Shine replied. "Well, it's better than growing up without proper care. It wont just be unfair for the foal. But us too. Adoption is for the best." Eliot and Sunflower finished the discussion. But Eliot was worried about one more thing. The Hospital Bill. It was 20,000 bits. After Sunflower left. He began searching the web for ways he could make money. There was an advertisement posted by a dressmaker named Rarity.

'Lost Pet. If you see Opalescence, please bring her back to the boutique, for a 200 bit reward.'

"Two-Hundred bits? Not much for what i'm trying to do. But every bit counts. I guess." Eliot got up and left. Flying through Ponyville, doing things for ponies to get a sum of bits. All the while keeping an eye out for Opalescence. The sun had fallen below the horizon, and the full moon was shining it's pale glory across the land. Eliot had made One-Hundred Fifty bits across the entire day of helping ponies. Still not much at all. He would have to tap into his life savings if he didn't make enough in the end. Which would be a huge disappointment for Shine.

"Where is that damn cat?" Eliot asked himself. He began to fly for another look, until he heard a meowing on top of a roof. Shine had spotted Opalescence!

Nighthawk had not slept that night, leaving him with two all nighters under his belt. In a row. Nighthawk was walking around Ponyville thinking about what could of happened yesterday. He kind of hated himself for putting his only foal in harms way like that. But it was his ponyality to help somepony when they where in trouble like that. His thoughts where interrupted by an ignorant sounding voice.

"Hey! That's the one who killed Johnny!" Came a familiar voice. "Get him!" Came another.

"Come on guys. It's a little late in the night to be kicking the shit out of a couple of goons." Nighthawk teased, obvious exhaustion escaping in his voice.

"Motha bucker you killed him! Da buck you think we're gonna do to you?" Came a gangster sounding stallion. About Five Stallions, all of different races began to chase Nighthawk down the street. Nebula Blaze wasn't there to give Night the confidence or power to overcome his exhaustion. He ran. Attempting to fly would only propel him, and make him more tired. He was keeping a steady pace as the five chased him through the streets of late night Ponyville.

Eliot landed on the roof of the house. Inching forward to Opalescence as not to frighten her. His wings tucked into his sides as not to look threatening.

"Here Opalescence, c'mon lets get you home." Shine tried to beckon the cat towards him. But she took it as a threat. She hissed at Eliot. "Come on ya bucking dirty animal!" Opalescence hissed again, and swiped Eliot across the face! "Damn it!" Shine cried as he quickly arched back, causing a tile to collapse under his back hoof. Eliot fell off of the roof back first. He was unable to take flight in time. He crashed into the ground. Moaning in pain.

"Crap!" Came a quick voice, followed by a large force on Shine's side. Somepony had tripped over him!

"Gah. I'm sorry about that!" Eliot glanced at at a dark gray Pegasus with a ying-yang Cutie Mark, try to get back up. but his face was struck by a hoof.

"Get him! Come on!" Came some mobster voices, they all tried to tackle the resisting Pegasus to the ground with great difficulty. But a few re-assuring bucks to the face, and crotch did it. One of the attackers looked back at Eliot's shocked face.

"Thanks kid." He said, before beginning to mercilessly pound the pinned and resisting Nighthawk. "Kill my friend will ya. Spill his bucking guts will ya!" The mobster sounded ready to rip Nighthawk to shreads.

"Hey get off of him!" Eliot commanded. Only to get a hoof across the face. Making him recoil slightly. Shine could take a punch.

"It's not your business!" One stallion yelled.

"You're going to kill him!" Eliot assumed as he heard the words come out of their mouths. Shine lunged forward and struck one of the attackers with his hardest possible punch. Causing a splatter of blood across the moist cobblestone. Eliot felt a crack on his hoof, surely his jaw was broken. Eliot followed up with a back buck right in the chest before the stallion knew what was happening. He flew off of Nighthawk and onto the ground unconscious. The other stallions took notice as to what happened, and began to fight Eliot too. Eliot was holding his own against these fully grown stallions, he guessed all that practice really payed off. He blocked most of the bucks they threw at him. A few managed to connect, causing Eliot to recoil. But the attacks Shine was throwing really turned the tide. They where over three times as strong as a colt of his own age. He eventually knocked another one out cold. He did it by swinging his back leg across and hitting one in the side of the neck with the bone. Causing the blood to clot making the stallion pass out.

"Celestia damn it!" yelled the one Eliot's current focus was on. Even though it would not be for long. Eliot switched between targets quickly. "How bucking strong is this kid!" He managed to get out before a sharp pain in the groin caused him to cry out. Followed by a quick, hard left hook, knocking the stallion out.

"Get off of him!" Eliot ordered! The Stallions backed off, but only for a second. They pulled out their knives. "Cowards!" Shine yelled. He had managed to distract them long enough for Nighthawk to get back to his hooves. The blades of the knives each flew upward away from a spark. Nighthawk had cut the blades off of their knives with his katana. Eliot galloped towards the remaining two, and the both of them ran off.

"Thanks for that!" Nighthawk thanked Shine. "You're not bad."

"Umm. You're welcome... But how did you?" Eliot hesitated.

"The knife cutting? Eh. Practice." Nighthawk responded over a bruised lip. "Excuse me. I'm Nighthawk. Whats your name?" Nighthawk asked.

"Eh. I'm Shine. Eliot Shine." Eliot answered. Nighthawk had a strange look sewn on his face.

"That sounds familiar. Have I met you before?"

"No. I was just the buzz for a while."

"Oh. I remember now. That guy who got killed by Celestia and woke up in his grave. That's you?" Nighthawk curiously hoped.

"Yeah." Shine responded.

"Nice to meet you." Night kindly said.

"Say. Could you help me with the cat on top of that roof?" Eliot pointed to the roof with his wing.

"Sure." The two of them flew upwards and grabbed Opalescence, Eliot held her neck scruff between his teeth as not to get scratched again.

"Well. I suppose I'll see you some other time." Shine let out, as he was preparing to head to the boutique.

"Okay. Maybe sometime." Night flew back to his home left of where they where.

"Sheesh, that guy creeps me out." Eliot said to himself under his breath. He proceeded to return Opalescence to Rarity, and he claimed his 200 bit reward. He went home, bruised and battered.

Eliot had been working a'lot of the following month. It was still summertime. But he had a responsibility. He had managed to raise 3340 bits after that first night out. But a letter from Sunflower had informed him that she would try a natural birth, since she had gotten it checked out. There where no imperfections. Eliot had a huge weight lifted from his shoulders. He was left with all these bits. Not even his mother knew about them. He was glad. None stop work and favors for a whole month really payed off. He hadn't seen Nighthawk around anywhere. Eliot could care less if he ever seen him again. After what he did to those knives and how he intimidated those stallions. Good riddins. Eliot had begun to miss his friend that went to Cloudsdale for his flight exam. He had never seen him. Maybe he had permanently moved there. But that couldn't be right. Since he consulted his friends Father, who had tried to find him. But he couldn't.

"Where the buck is he!" Eliot exclaimed while sitting in his room, alone. "If he failed. He would be exiled from Cloudsdale. But that does not explain why he is not around anymore." Eliot was getting worried about him.

Shine had went out later that night to Cloudsdale to confront an official of the flight exam. He knocked on the door. Instead of an old worn out mare, like he expected, it turned out to be a stern looking young Pegasus. Around twenty-nine years old.

"Are you mister Bluesky?" Eliot asked.

"What is it to you?" The Pegasus replied.

"I'm looking for a friend of mine who never came back after a flight exam." Shine explained.

"Come inside." Mr. Bluesky said. Eliot entered the cloud house, as the owner suddenly got upset. "You're a bucking guard aren't you?"

"What? No."

"You and your royal face!" Bluesky pulled a spear out of the wall. He pointed it at Eliot. Who was intimidated.

"Luna's holy moon! I'm not a Guard!"

"I can see it in your eyes!" Bluesky thrusted the spear, Shine dodged it. He grabbed the end of the stick, and broke it. "Knew it!"

"Why does it matter if i'm a guard or not damn it!" Eliot pleaded.

"Your little princess sent you here to get shit on the factory!"

"The Factory?" Shine was confused.

"Don't play retarded with me!" Bluesky turned the spear to another point. He reeled back. But he didn't get the chance to thrust. A Katana broke through the window and cut Bluesky's face right off! His brain matter leaked out of the gaping wound.

"Dear sweet Celestia!" Eliot gasped as the brain lunched onto his trembling lap. A black pegasus flew in through the window. It was Nighthawk.

"I'm glad I followed you." He muttered. Picking up and sheathing his blade. "Whats this about the Factory?" Eliot looked at the large quantities of blood covering the cotton like clouds like a blanket.

"F-factory?" Eliot stuttered.

"Yeah. Why are you doing that?" Night asked.

"For bucks sake! You just cut his damn face off!" Shine got up, and noticed a name tag that had been pinned to Mr. Bluesky's suit. He wiped the blood off and read.

"G Bluesky. Masters at Cloudsdale flight school, Rainbow Factory administrator." Eliot read out loud. "Rainbow Factory?" He repeated.

"That's just over there." Nighthawk pointed to the weather facility. "If that's of any concern to you."

"Fine." Shine got up, and flew through the crisp air of the warm, clear night towards the weather facility.

"What do you mean we can't see the Rainbow Factory?" Shine asked rudely to the security guard standing outside of the Factory doors. He wore a black jumpsuit with the mask barely showing his features.

"It's complicated. Now why don't you two lover colts get out of here." The security guard sternly teased.

"Not cool." Night sighed. The two where about to leave until a loud banging sound was heard on the metal doors. A muffled voice could be heard.

"SOMEPONY HELP ME! PLEASE!" Came the voice of a young filly from the other side. Followed by some banging and zapping.

"Take her to the device!" Came a much older male voice. Some dragging sounds where heard.

"NOOOOOOOOOOOO!" Came a mortified scream of the same filly. Eliot and Nigt stood there, not understanding what they just heard. Eliot was the one to break the silence.

"Whats going on back there?" Shine questioned nervously.

"I told you two lovers to leave. Now get the buck off of the property before I alert the authorities!" Ordered the guard with some sweat dripping down his red face. Nighthawk and Eliot both left the facility. Nighthawk looked back over his shoulder to see a Rainbow flowing out of a pipe from the factory. He disregarded it, and continued flying with Eliot back to Ponyville.

Fire Heart was the first to wake, she was sleeping next to her lover Nighthawk. He looked wiped out, so she didn't bother to wake him. She got up and fed Nebula Blaze, and took him into the bathroom to continue potty training him.

"Good job!" Fire Heart congratulated her son for doing a fantastic little steamer. She took him out to the backyard and watched him run around and play. She was soon joined by a drowsy Nighthawk, who sat next to her on the sun drenched deck. He slipped her a kiss, and got up to play with Nebula. He flew into the air with Nebula riding on his back, and did a few twirls for him. Making Nebula go weee. He set him down on the ground, satisfied.

"Did you have fun?" Nighthawk asked. Hoping he had a good time.

"Daddy is fun!" Squeed Nebula as he nuzzled Night.

"Glad." Said Night as he trotted back to Fire Heart. "Well i'm going out for some practice, see you later." He told Fire as she slipped him a kiss, and he flew off towards his spot that he used for practice.

Nighthawk landed in the midst of the woods. But Night knew this place like he does the back of his hoof. This was the place that he and Fire Heart became mates. He remembers it clearly. The two of them mating right there in that one spot Night was staring at. He let out a smile as he trotted towards his enormous oak tree. Nighthawk unsheathed his blade as if from nowhere. He began some slow swings and thrusts against the already damaged tree. His attacks got increasingly swifter as they became almost a blur.

"Is the spectra here?" Asked a familiar large red stallion.

"Yeah Bloodmoon. It's right here." Responded a cocky female voice.

"Give it here. The bits are on the table over there." Bloodmoon told the mare. Who pulled a bottle of liquid rainbow from under her light blue wing.

"You do know that stuffs dangerous right?" The female pegasus asked. Going to collect her payment.

"Quiet Rainbow Dash." Bloodmoon responded. He began to slurp down the rainbow.

"Fine. But how did you know it was me?" Rainbow Dash questioned. "I'm wearing a suit covering my damn face!"

"Who else has a Rainbow mane?"

"Oh right." Dash chuckled. She collected the bits, and flew out the door. Bloodmoon sat down and began to think. Some thoughts about the true ingredient of what he just drank. And some about his son, which he has never spoken to since that incident with Cherrydrop.

Shine was sitting with Sunflower. He could not stop listening to the Rainbow Factory advertisement as it seemed to call to him.

"Why is this factory business crap getting to me?" He spoke to himself. "I mean it's just a damn factory. But those voices I heard."

"You should really report that to somepony." Sunflower said. Shuffling closer to Eliot.

"I guess. But who's gonna believe me? Only me and that Nighthawk guy heard them." Eliot stated.

"I believe you." Sunflower reassured.

"But what it I was just some random Colt spreading this stuff would you believe me then?"

"...Probably not."

"There you go." Eliot got up.

"Where are you going?" Sunflower asked.

"I'm going to try to get into the factory. See whats really going on." Eliot replied. He flew towards Cloudsdale after slipping Sunflower a kiss. He got there quickly, and in the facility in no time. Again. He was denied access to the Rainbow Factory. But he tried a more risky approach. He flew off the side of Cloudsdale right under an Rainbow Factory pumping pipe. It was big enough for multiple ponies to slide through without much problem. He waited for the rainbow to stop flowing before flying in through the rusty chipping pipe. It was nearly pitch black, but some of the remaining spectra lit up his path. He ended up coming across a fan, not spinning very quickly. But it had enough force to break some bones. Shine got through without a cinch. He ended up in a clear tunnel, where he could see the inside of the factory clearly. What Eliot seen made him gag in disgust.

"What the bucking buck!" Eliot gasped as he seen foals his age and younger. Getting dragged around by suited pegasi, some getting beat, some tazered. Others where just crying and cowering. One in particular Shine recognized, another one of his friends. His face was moist, and almost burning with tears, as he was being flown above Shine, attached to some chains. Then Eliot couldn't bear to watch what unfolded next. His friend screamed in agony as the chains twisted and pulled. Breaking bones in the Colts body. Eliot then heard the sickening final cry of a familiar foal as it became a bloody gurgle, with the sound of grinding in the background.

"M-mommy!" Shine's friend yelled as his screams ceased, and the grinding sound stopped. Eliot felt tears building up, but he was unable to cry as he was washed down the pipe by a fresh rainbow. He crashed into the fan. Breaking a rib. He fell back through the pipe, and out of the factory, into the fresh air. Eliot began flying away. Nearly being drowned by a rainbow. He thought about what he had just witnessed. Until he put two and two together.

"Wha-" Eliot began to throw up uncontrollably. He realized that the rainbow he was covered in was his friend that just died. Shine thought that he had thrown up his own feces as it was so fowl. When he finally stopped. He immediately flew as fast as he could, rivaling a wonderbolt. He was in search of Nighthawk.

"Hiya! Sai! Graa!" Nighthawk jerked as he swung his near invisible Katana at almost the speed of sound against the humble oak tree. He was beginning to sweat. "No! Gotta get more than yesterday!" Night continued to slash mercilessly at the trunk. Until a distant cry for help pierced his eardrums. "What?"

"Night! Help!" Came a familiar voice. "It's true! Those voices!" It came again. Nighthawk recognized the cry as Eliot Shine whom he had fought along side with, not long ago. Night sprang from his training furiously focused on what might be happening.

"Shine! What is going on!" Nighthawk called. Only beginning to notice the mucus, vomit, rainbow, and tears streaming from Eliot. "What the hay happened to you?"

"R-rainbow F-fact-tory! H-help them!" Was all Shine managed to get out before he gagged on his own emotion.

"Help the factory?" Nighthawk was confused.

"N-no! They're k-killing fo-" Shine gagged again.

"Get a hold of yourself!" Nighthawk beckoned as he slapped Eliot across the face.

"Uhh! The Rainbow Factory! They are killing foals and turning them into rainbows!" Shine finally managed to get out.

"How do you know?" Nighthawk asked.

"Jeez! I was there! In the pipes when I seen it! One of my fr..." Eliot stopped himself. Tears forming as the memories shared with his friend began to flood back into his mind, uninvited.

"That would explain those voices!" Nighthawk realized. Shine looked up at the older Pegasus. He was only a couple years younger than Nighthawk. But he felt like a small newborn foal, begging for it's mothers milk.

"W-we could of saved that filly... I feel guilty for not doing anything... Rest her soul!" Eliot wanted to beat himself up.

"Come on! We need to go there now!" Nighthawk yelled.

"No! We should inform the Royal Guard!" Shine suggested. But in response, got another light hoof across his jaw. Nearly breaking it.

"NO! If they are doing this for real! There will be no mercy!" Nighthawk glared at Shine with those intimidating blue eyes. It was as if Nighthawk scared his own soul to go along with Night.

"You're right! No mercy!" Shine exclaimed! He didn't even feel the mood swing, as he bolted through the air along side of Nighthawk! Towards The Rainbow Factory!

The room was a pure white cloud, with traces of black coming from behind the security pegasus. He was the same guard that Eliot and Night had confronted a few nights back. He stood, awaiting his lunch break when two familiar pegasi stepped into the cloudy room.

"Hey lovercolts. Back are you." The security guard teased. Shine approached. A calm look on his face.

"Let us past." He said in a small, submissive tone.

"Can't. Rainbow Factory regulations are, that nopony other than the workers are permitted access." The guard responded. Eliot just stood there. Smiled, and lashed out with a strong left hoof. Connecting with the guards face. Knocking him out cold!

"Should of warned you." Eliot calmly stated. Nighthawk unsheathed his blade, and proceeded to hack at the steel door, using it's unnatural sharpness to slash right through! Shine and Night entered the factory. They where greeted with the disturbing scent of death, sadness, and sorrows as they entered the musty aired slaughterhouse.

"Intruders!" Howled a worker as he charged at the katana wielding Nighthawk. Tazer drawn! "Gah!" He let out as he seen the blood covered blade tear through his throat. Decapitating him!

"All of you buckers bring it on!" Eliot yowled as he charged at a worker. Knocking him to the ground, where Shine mercilessly pounded the workers head into the bronze colored floor. The workers skull cracked, and he went unconscious. Eliot got up with the tazer and zapped a few more workers, as Nighthawk kept on slicing through body after body!

"Kill them!" Came a cocky female voice, pounding from the distance. Workers armed with crossbows lined up on the balcony, and flew towards Night and Shine! Nighthawk easily chopped through the flying arrows, while Eliot dodged them without a cinch!

The Chaos enraged! The enslaved foals began to fight as well! They used whatever they could find. Ripped sheet metal, chains. ANYTHING!

"Foals! Form a blockade!" Screamed Eliot as he was tazed in the flank, he bucked the attacker in the face, sending him stumbling backwards, nearly falling into the Pegasus Device! The Foals fought dirty! Stabbing workers in the throats in an attempt to escape!

"Get over here you worthless foal murderers!" Nighthawk was continuously being tazed in the backside. But it did not stop him! He got up to the device, and stabbed a worker right under his chest. The blade finding it's way directly through his stomach! The electricity ignited the workers stomach acid, blowing a hole in his abdomin! Sending him flying into the Pegasus Device! A flow of rainbow came from the clear tube that Shine was in before. Eliot had gotten a knife and stabbed the workers who where subduing Nighthawk. Killing them after the blade severed their spinal cords.

"Thanks!" Night thanked.

"No problem!" Eliot smiled. It wasn't long before the foals had killed off all of the workers. Leaving only two ponyell left.

"NO!" Came a female voice as she dashed out of the front door. Nearly getting clipped by Nighthawks katana. He was going to go after her. Until Shine stopped him.

"Hey. Night. Look." Shine encouraged, as the head scientist Dr. Atmosphere was cowering in the corner of the Factory, surrounded by foals filled with emotion.

"P-please! Don't kill me! Please! I swear! The Rainbow Factory has made it's last Rainbow! I'll take the time in the dungeon! Please! I won't last in hell!" Dr. Atmosphere begged. Tears streaming down the killers old face. Nighthawk and Eliot both approached him, past the slaves.

"Actually. The Factory hasn't made it's last rainbow." Shine stated. Dr. Atmosphere looked up in hope. "Not yet at least." Eliot finished with revenge burned into his blood spattered face. "Take him!" Shine ordered. This caused all the young pegasi to swarm the screaming Dr. Atmosphere. Lifting him onto their unsteady backs. Flying to the Pagasus Device. The young ones held the thrashing Dr. Atmosphere in place as Eliot and Nighthawk clamped the chains around his limbs.

"NO! PLEASE! I'M BEGGING YOU! DON'T DO THIS!" Dr. Atmosphere was breaking out into tears again. "PLEASE! I CAN'T DIE! I DON'T WAN'T TO GO TO HELL!" he pleaded.

"Ever think about one of their feelings!" Shine exclaimed. He struck Atmosphere in the face. Not hard enough to knock him out. "You ever think about them! The so called 'worthless failures!'" Eliot struck him in the crotch. Causing him to squeal in terror.

"Please... I've made a terrible mistake! Please! Just unchain me! I'll put a stop to everything! I'll go to the dungeon! I'll go through torture! I just can't die!" Dr. Atmosphere pleaded.

"What had this pegasus done to you?" Nighthawk asked all the slaves. Expecting individual answers. One small purple filly stepped forward.

"H-he... He made me make the machine kill my older sister!" The crying pegasus filly squeaked. "He forced me to look into her eyes as she got grinded into the most beautiful rainbow!" She broke down on the ground. Cries unrestrained! Shine lured her over to the starting mechanism.

"You can give this killer just as much pain as he made you give your poor sister." Eliot explained. "If you want to. Pull the lever." He said in a caring manner that not even Shine knew he had. The filly looked at Shine. Then to the lever. Then at the hyperventilating Dr. Atmosphere. She nodded.

"No! NO! NO! NO! PLEASE! I'M SORRY! PLEASE NO! IF I COULD TAKE IT BACK I WOULD! PLEASE!" Dr. Atmosphere thrashed in the chains.

"Y-you're only saying that!" The filly glared at him as she pulled the lever in rage! All that could be heard from Dr. Atmosphere where cries of pain, regret, and fear. The chains twisted and pulled, popping the bones right out of his skin!

"I hope the pony devil makes you his eternal bitch! You worthless son of a whore!" Eliot cried in rage towards the screaming doctor. "Burn in hell mother bucker." Shine whispered. Exhausted from the fight.

"No no no no nahhhh!" Atmosphere began as his voice turned into a blood filled gargle as he was grinded. The final rainbow of the factory splooged out of the vat and into the awaiting outside. Dr. Atmosphere was no more.

*Epilogue*

Sunflower's natural birth had been a complete success! The result was a female unicorn foal, who had a light gray coat, and her fathers hazel eyes. She had been put in an orphanage. The same orphanage that Nighthawk was in as a foal. Safe Haven. Eliot and Sunflower stayed together, and occasionally went to visit their foal. But never meet with her. Nighthawk returned to his sweetheart. The Rainbow Factory was blown up, and all but one of the slave pegasi made it back to their parents. It was the purple filly who killed Dr. Atmosphere. Her parents committed suicide after finding out their foal was 'banished.' The little filly was adopted into the care of Shine's mother, who had gotten pretty wealthy after winning the lottery. The filly was now Shine's step sister, who he had come to care for. But one dark night, there came a knock on the door.

"Who is that?" Cherrydrop wondered. She approached the front, windowless door. Followed by Eliot and his sister.

"Careful mom." Shine warned. Cherrydrop smiled as she creaked the door open. What she seen made her gasp.

"Bloodmoon?"