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Whose Fault Is It?

by IamDonuttheWalrus

Chapter 16: Rainbow Factory Part I: Dangerous

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A/N: *peeks out from behind tactical fort made of pizza boxes* D-Did I make it? *checks pulse* OMG, I'M ALIVE!

*ahem* Well, yes, here is an update. I must say though, this story got dark pretty fast. Ah well. I can't stop my muse, because he will run me over with a triceratops if I try. Trust me, its happened.

Now then, I feel compelled to say, this is some freaky shit right here. For this is the beginning of the RAINBOW FACTORY. Part I to be exact.

Let me just put it this way. These ponies are all totally f****d.

OH! STRONG LANGUAGE AND BLOOD WARNING HERE! (strong blood...?)

Disclaimer: I own absolutely nothing besides my OCs. Nothin.


It is not what we know that scares us, but what we do not.

-A.G. Phillips


Ludwig quickly took a few shaky steps backwards, his eyes wide with fear as the two alicorns began to slowly walk forward. Their gazes were pinpointed solely on him, unblinking and extremely unnerving. The sheer power alone radiating off of them was enough of a sign for Ludwig; there was no way in HELL he was going to be able to fight against them and win. He really didn't think he would even be able to summon his weapons…he was too terrified to do anything other than back up.

Ludwig really didn't like this. He hadn't felt this scared in a long, long time and it was slightly humiliating. He hadn't even felt like this at the end of WWII, for Pete's sake! He was scared of defeat and the thought of being separated from his brother, but he was never scared for his life back then. To be honest, he hadn't been this scared since Gilbert was defeated, no longer a country. He thought Gilbert would die and leave him all alone. He had been so small back then…

But now, he was the one who would die. There was absolutely no doubt in his mind; these two were going to kill him if he fought. But he had to fight! He would not just keel over and let them take control! But…there was just no way…!

Fight and die, or live in slavery?

The indecision alone was enough to make Ludwig feel like a little baby inside. Like when he was very little and was alone in his dark bedroom, with the storm raging just outside his window. There was a tree outside his window, and he was so scared that it was going to be blown over by the wind and fall over and crush him and Gilbert, or it would start on fire because of the lightning and burn him alive, too fast for him to even scream.

He was so, so terrified that he was going to die. The thunder was the sound of a monster's roar as it came in for the kill. The lightning was its teeth, razor sharp and glowing in the dark. The rain was its spit, dribbling down through the clouds as the monster salivated at the idea of little boys for dinner. And that tree was its arms. Black, spider-like arms and fingers that tapped and screeched against his window, dancing and waving in mad glee. Ludwig could remember it all; how the fear had him pinned against his bed and wouldn't let him move, how he was screaming and crying for mercy, and how he thought the monsters outside in the storm had already killed Gilbert and were coming for him now. This was just like back then.

Only this time, Gilbert wouldn't run in and hold him tightly, comforting him. Gilbert wouldn't come to save him now. No one would. He was completely alone now.

Ludwig gasped as he felt a cold stone pillar dig into his spine, and he shrunk back into it as far as he could. They were so close to him now. Only ten feet away, and they were getting closer. Ludwig felt like crying. He was going to die. But he couldn't die now. He still had so much he wanted to do; to see; to feel.

"P-Please…don't…!" He sobbed, feeling hot tears prick at the corners of his eyes. If anything, his terror seemed to make them grin in sadistic pleasure. "F-Feliciano…! It's me! Germany! Y-You wouldn't…!" He cried, turning his head desperately to the alicorn who used to be Feliciano, trying with all his might to will Feliciano back to normal. But no such luck.

They were so close to him now…! Ludwig turned his head away, pleading and sobbing desperately for somepony, anypony, to save him. They continued to creep closer, their eyes wide and unblinking. They were so close he could feel their breath on his muzzle; Ludwig clenched his eyes shut and screamed in the vain hope that somepony would hear. But the party was still going. There was no way anypony could be able to hear him over the pounding music.

"F-Feliciano! HOR AUF! LASS MICH IN RUHE! GEH WEG! VATER! VATER!" Ludwig screamed, curling himself into the tightest ball he could, clamping his hooves over his eyes and shaking badly. He waited in paralyzing, gripping terror for them to come in for the kill, for a terrible, splitting pain that could only come from Felicano's sword or Romano's bullets.

It never came.

Ludwig cautiously peeked from behind his hooves, his stomach curling into a painful knot at the thought of those faces staring at him for a moment longer. But the second he opened his eyes, they were assaulted by a blinding, brutal light.

Which seemed to be coming from right above his head. He slowly lowered his hooves, noticing that even Romano and Italy were staring at it in awe and…terror?

"N-No…" Romano whispered, backing up a bit.

"It can't be…!" Italy added, matching his brother hoofbeat for hoofbeat in backing away. Ludwig's eyes widened. What could make ponies as utterly terrifying as these two scared like this? Ludwig slowly raised his head skyward, looking up at the source of the light. Engraved into the pillar behind him and glowing vibrantly was a clock face, and the longer Ludwig stared at it in shock, the brighter it seemed to get.

And with the light came a noise.

Tick.

Tock.

Tick.

Tock.

It got louder and louder and louder, pounding in their ears and soon their heartbeats matched its steady, rhythmic pattern. While the sound soon had Romano and Feliciano cowering behind their wings in fear, it did the opposite for Ludwig. It filled his heart with hope, making it swell inside his chest bigger and bigger.

He knew this sound. And the light. And the feeling it gave off.

It was so familiar. So warm. So protective and safe.

It was Father.

"Vater…" Ludwig whispered, reaching his hoof towards the light, which was now too bright to look at directly anymore. Vater was coming to save him! The light pulsed with each tick and tock, and soon, it filled the entire room. Ludwig covered his eyes once more to protect them, but he couldn't help but smile as the warm feeling became more and more intense.

He heard four hooves drop onto the floor in front of him, and heard the telltale snort of anger horses did. Wait, hooves? Well…it made sense that his father would be turned into a pony as well…Ludwig had great trouble thinking of his dad as a pony. He was so strong and powerful; thinking of him as something so cute and girly was just plain odd. He could see his father as a horse, but never a pony.

And he was right.

Vater was huge; much taller than Celestia. He was tossing his head and pounding his hooves angrily, snorting with fury at the two alicorns below him. His eyes were pure white; no pupils, no iris', just white. But instead of being creepy, it made Ludwig feel safer than he ever had before. Looking into those eyes, Ludwig could see everything. The turn of the earth, the orbit of the planets around the sun, the moon circling the earth, the cycles of night and day, the four seasons shifting and fading, everything. Empires raised and fell. People were born and died. Glaciers moved forward then shrunk back. Dinosaurs roamed free. The first humans, pounding rocks into tools. All of it, all in those eyes.

Time was white in color, with his mane and tail a bronze gold color, blowing in a nonexistent breeze. His mane was standard length for a normal horse, but his tail was a good fifteen feet long, sweeping back and forth slowly across the floor. He had two proud, noble horns sticking out of his forehead like antlers, branching out and deadly sharp. He even had a Cutie Mark; a glowing black clock's face, with the hands even ticking in sync to each other as they moved. He almost seemed to glow with otherworldly light in the dark entrance hall, and Romano and Feliciano were cowering in fear before him.

My sons, the time has not yet come for your destinies. You must wait until you are ready to wield such awesome powers. Time's voice echoed in their heads, without even opening his mouth. Can you not feel it? Because the time has not yet come for this, your minds are slowly being overpowered and snapping under the weight of your powers. You'll soon go mad.

"B-But…mamma! She said I could!" Lovino stammered, shrinking closer and closer to the floor.

And you will. You forget who I am, Lovino. I am Time. I see all that is to come, all that has been, and all that might be. You will be able to become who you are destined to be. But you must wait. In your haste to prove yourself, you have hurt Feliciano, and if you continue this, you will no doubt hurt everybody else as well.

Time said powerfully, and his two antlers began to glow, glaring at the two alicorns in front of him. Ludwig cautiously backed up a bit as well. Time was angry now. His tail was moving faster and faster as it swept back and forth with the sound of gears turning becoming louder and louder. Lovino and Feliciano were suddenly levitated into the air, begging and pleading for him to stop. But Time didn't. The two of them were soon enveloped into a bright light, and they began to shrink and morph, their horns disappearing.

Soon, they were the size of normal Pegasi once more, and Time lowered his head, letting them fall gently onto the floor. Ludwig peeked around Time, seeing that the two of them were back to normal, but their Cutie Marks were gone. They were unconscious, curled up next to each other with Feliciano's head resting on Lovino's neck. The two of them were quietly whimpering as tears rolled down their faces, and Time sighed.

Ludwig. Go to them and warn the others. Tragedy is approaching, and dawn grows ever near. And this is a warning for all of my children; remember what you are. Time warned Ludwig, before disappearing with the sound of a church bell ringing once. Ludwig just stood there, befuddled. What did that mean? Normally it's who you are, not what you are…But Time was never wrong, so he'd better remember this…

As Ludwig hoisted Feliciano onto his back once more, he didn't spot a dark figure hiding in the corner, with two malicious amethyst eyes watching curiously.

2p Ivan grinned and snuck into the shadows.


Evil is nothing more than that which was once divine falling into shit.

-Donald Allen Kirch


"I have news." Viktor announced, walking confidently back into the cave Xear had picked as his lair. Xear, up in his throne, raised an eyebrow as the dark grey stallion stopped and grinned mischievously at him.

"I hope it has something to do with the fact that you haven't beat up Ivan like I told you to." He sighed, and Viktor nodded, the memory of what he just saw fresh in his mind.

"Well go on~" Oliver giggled, waving his hoof nonchalantly at Viktor, who smiled at him.

"Father was here." Viktor said bluntly, and 2p China actually did a spit-take with his tea. Xear's grin just grew wider, and he stepped out of his throne, walking confidently up to Viktor and circling him slowly, staring at him with his unseeing eyes.

"Go on…" Xear hissed, after Viktor remained silent for a few moments.

"He was at their castle, stopping two alicorns from harming Ludwig." Viktor spat, and 2p Germany cowered a bit at the mention of his other's name. Everypony turned their heads towards him and began throwing taunts and jeers at him, because they knew that Ludwig was so much better than he was. 2p Germany tried his best to just ignore it, but the teasing still hurt nonetheless.

"Continue, Despair." Xear finally said, raising a hoof for silence to stop the hoots and laughter.

"The two alicorns turned out to be Feliciano and Lovino; somehow they had been given powers the likes of which I'd never seen." Viktor smirked, seeing Leonardo raise an eyebrow over in his corner. "So…why hasn't he been given the same?" He suddenly asked, pointing an accusing hoof at 2p Italy, who shot to his hooves in indignation.

"Because I am not that spineless wreck! I am so much more!" He shouted, and 2p Russia smirked at him, tossing his head and turning away casually.

"Father doesn't think so~" He teased, and Leonardo was so close to pouncing on him right then and there, but Xear got in the way.

"Yes…why aren't you the same? Different personalities, maybe, and now different bodies. But your powers and abilities are always at the same level. That, I cannot change." He mused, walking right up to Leonardo and touching his forehead to the chocolate brown Pegasus', staring right into his eyes, evil radiating off of him. "You're not hiding anything, are you~?" He asked, and Leonardo scoffed.

"If they turned into alicorns because of their newfound powers, it would only make sense that I do the same. I'm still me." He snarled back, and Xear's laughter echoed throughout the cave.

"But you just said you're so much more, didn't you? You're hiding something from us." He growled, slamming Leonardo against the cold, stone wall of the cave. Everypony watched with sadistic glee as the blood from Xear's eyes dripped onto Leonardo's face. Leonardo began promptly cursing and shouting in Italian at Xear, trying weakly to push him off but with no luck.

"Oh Louis?" Xear asked with feigned innocence, looking up at 2p France, who had spent this entire time just staring at the wall, trying to sleep.

"What…?" He now snarled, grinding his cigarette into the ground.

"You're going to torture him until he shows us these 'powers', mmkay~?" Xear giggled, slamming his hoof into Leonardo's face gleefully. Leonardo cursed and spat out a glob of blood and spit, with maybe a tooth as well. Louis sighed, getting up from the rock he had laid on and stretching as he did so.

"Fine." He said simply, walking over to the two of them and picking up Leonardo with his vines. Leonardo screamed and cursed and spat at him in every language he knew, thrashing around uncontrollably and attempting to tear the vines holding him in two. Louis just sighed, but slammed Leonardo into a stalactite as hard as he could, effectively knocking him out. "Why do I always get stuck with the icky jobs…?" Louis groaned, walking into a different section of the cave…which Xear called the 'Torture Chamber'. A fitting name, to say the least.

"Well…at least this'll give me something to do, oui?" Louis sighed, allowing himself a bitter smirk as he fastened Leonardo in place on a cold, metal table.


Fuck that. Fuck that like the fucking Captain of the Thai Fuck Team fucking at the Tour de Fuck.

-David Wong


Back at the mouth of the cave, Xear casually wiped his hooves of Leonardo's blood on 2p America's long wing feathers, much to the horror of the Pegasus. But Allen was too terrified to do anything other than simply stand there and hope he would go away. Everypony was staring at him, making little to no effort to hide their sadistic grins at his discomfort.

"Allen?" Xear mused, brushing his hooves through Allen's mane as he did so, getting blood all over that too. Allen barely mustered up enough courage to give a short "Yes?" in response, inwardly cursing his cowardice. His voice had audibly cracked on that one syllable, and James and Oliver both laughed at him for it. Xear hummed, grabbing ahold of Allen's left wing roughly and lighting up his horn with magic. Carefully, almost lovingly, Xear plucked a blood-soaked feather from Allen's wing, then tossed it to the side, only to pick another one and do the same.

"I've got a job for you." Xear announced, grinning as he heard Allen whimper in pain. Silence then filled the cave, save for Allen's occasional hisses of pain and Oliver and James' teasing snickers. "I want you to begin work on the plan we discussed. I want it completed within the next fortnight, okay?" Xear asked quietly, picking yet another red feather and adding it to the evergrowing pile.

"…Okay…" Allen whispered in response, wincing as his gaze travelled to the pile of bloody feathers. His feathers. He saw James smirk at him from the other side of the cave, and his confidence rose a bit, then crumbled almost as quickly when Xear drew his gaze back to him.

"You're going to Cloudsdale; Fai will help you. For once, his little skill will come in handy." Xear muttered, and Kaoru (2p Japan) snickered. Fai (2p China, respectively) just grunted in response, laying spread-eagled on his back in a ridiculous position, staring up at the cave ceiling with hazy eyes. The smell of opium hung around him like a malevolent cloud, which was why he was laying in his own corner away from everypony else.

"I can taste the rainbow…and it tastes good…" He muttered, and Kaoru rolled his eyes. Idiot. Then Fai groaned a bit, its tone telling everypony that it was a groan of pain. Though, admittedly, no one cared.

"Hey…" Xear grinned, turning towards Fai and dragging Allen along with him by his now bleeding wing, eliciting a strangled scream from the crimson brown Pegasus. "Was that hurt I heard…?" Xear asked slowly, pinpointing his gaze onto Fai.

"Urgh…" Fai groaned, bringing his hooves up to his forehead and his horn. "It hurts like hell…" He muttered, the fog clearing out of his eyes as he narrowed them angrily. Xear just grinned wider, picking one more feather from Allen's wings and tossing it carelessly onto the now sickeningly large pile of feathers. Then, he dragged Allen in front of him, sitting him down so that his back was to Xear. Allen shivered at the touch, but kept his head held low. It was a desperate attempt to hide the tears of pain forming in his eyes.

"What is happening to your horn?" Oliver gasped, bounding over excitedly as Fai's horn began to glow and stretch. Fai offered no clear answer, only a groan of pain and a muttered curse word as he curled up on his side. Oliver raised his gaze for only a second, but then noticed the same thing happening to Kaoru's horn. "OMG, you too?! Why don't I get to have my horn mutilated?" Oliver whined, pouting at his own forehead.

Xear watched with curiosity, placing his hoof on the base of Allen's bloody, unrecognizable wing. Slowly, he began to twist it, smiling widely as Allen started to writhe in agony, doing his absolute hardest to stifle his screams before they began. Fai and Kaoru both curled up into the fetal position, their whole bodies starting to glow white.

"WHO'S THAT POKEMON?!" Oliver screamed, watching the two with mad glee. James snorted at the reference, expertly hiding his pity for his brother. Allen really hadn't done anything to deserve the torture Xear was giving him…James grimaced inside, nauseated by his own feelings. Pity was not something he felt. Pity was for the weak. So why did he feel so strongly about it…? He and Allen had never been as close as their 1ps, nowhere near. The most they ever did together was go out to eat and watch a movie. He should not be feeling sorry for him.

Allen shoved his hoof into his mouth to quiet his scream of pain, clenching his eyes shut as the bone connecting his wing to his spine snapped. Xear smiled down at him, 'shhhing' almost gently, whispering fake words of comfort. Allen felt Xear's hooves leave him through the haze of pain, and desperately tried to jump away from his tormentor.

"Ah ah ah…." Xear scolded, grabbing him with his blood-red magic. "You can't leave me yet." He warned, grabbing his shoulders roughly once more and taking hold of his broken wing. Allen whimpered and sobbed, begging to be let go. Nopony paid him any attention, save for James. And even then, he was pretending not to care. Everypony –which was just Xear, Oliver, Wilhelm, and Viktor now- was still fascinated by the glowing forms of Fai and Kaoru.

"This'll be interesting. You remember the plan, right Injustice?" Xear asked, and Allen vigorously nodded as Xear started to tug on his broken wing, sending flares of intense, searing hot lightning through his back and shoulders. "You'll set up base in the Everfree forest, using that zebra friend of theirs as your first experiment. When other ponies start to notice you, you'll advertise open jobs and tours of the factory. Take half of them and turn them to our side. Use the others as fuel. Fai will be the brains behind it; finance, building, management, and you'll be the face of the company. Got it?" Xear finished.

"Y-YES! God, I've got it! Just stop! PLEASE! JUST STOP!" Allen screamed, thrashing uncontrollably in pain as he felt his wing begin to be torn free of its socket. All of his muscles and nerves were screaming in protest, but a little skin was torn away despite this. Blood began to flow down his back, staining his tail, mixing the navy blue with scarlet.

"Oh? Do you want me to stop?" Xear asked, feigning innocence. Allen sobbed, nodding desperately. Xear's grin grew to impossible proportions, stretching almost all the way around his head. He lifted his head up, looking to the scattered 2ps in the alcoves above him. "Should I?" He asked, tugging gently on the wing for emphasis.

"N-No…p-please…don't!" Allen sobbed, but Oliver grinned at him, his horn lighting up and forming a giant hand. Which then formed into a thumbs-up pose. Which slowly turned upside down. Wilhelm shook his head, trying not to turn away despite the sickness he felt at all the blood. Viktor just flicked his tail, slowly doing his trademark insane grin. Which left it up to James. Uneasily, he glanced around, seeing all of their expectant faces and mad grins. He quickly made a decision, apologizing to Allen as he did so. He shook his head no.

"Don't stop." He muttered, and Xear laughed. He then swiftly grabbed the base of Allen's wing once more, ripping it free of its socket with a squeal of sadistic glee, which was drowned out by Allen's blood-curdling scream of pain. James swallowed, wrenching his eyes away as Allen slowly dragged himself away from Xear, tears pouring down his cheeks as he crawled forward on his forelegs, his back legs shaking too much to even hold his weight. Allen curled up in the farthest away corner of the cave he could get to, sobbing and wailing in agony and humiliation.

His back and Cutie Mark were completely soaked red, the 'HERO' on the star completely masked by blood. James glanced around the cave, making absolute sure that nopony was watching Allen anymore. When he was certain no one was looking, he took off his red jacket and folded it up hastily, pushing it over to the shivering form of Allen. Allen didn't acknowledge him, but took the makeshift pillow with a cry of misery, wrapping his hooves around it and burying his face in the coat, ignoring the fact that blood was getting all over it.

Xear smiled to himself, holding up the twisted, broken wing as a trophy. Then, he used his magic to fuse it onto his throne, displaying his power in a horrible, macabre fashion. Wilhelm finally turned away, and Viktor yawned, getting ready for a nap. Oliver pushed around a couple of stones with his magic, occasionally flicking them at Allen and Wilhelm. Once, a particularly large and pointy stone was sent right into the ragged hole where Allen's wing used to be, but Oliver gave no apology to him. Allen howled in pain, slowly dragging his torso around so that his injury was away from Oliver. He sobbed as Oliver used his magic to try and dig the stone out, though he just ended up driving it in further.

James contemplated going over there and comforting him under the guise of taunting Allen more, but just couldn't bring himself to do it. He had a reputation to uphold; he was a cold, emotionless murderer. He didn't care for those weaker than him, least of all his worthless brother.

So why did he feel so awful about leaving him there alone?


Horror was rooted in sympathy...in understanding what it would be like to suffer the worst.

-Joe Hill


"Aw, come on Zecora!" Scootaloo whined, crossing her forelegs over her chest with a huff. She had been here nearly all morning, but Zecora wouldn't help her! The zebra in question just shook her head, shuffling through her collection of herbs on one of her many shelves. Scootaloo had shown up at the crack of dawn begging for help with something, and Zecora was not a happy zebra in the morning.

"If you were meant to fly, then harder you will try. My potions cannot do what you ask, for it is your special task." She said simply. Yes, Scootaloo was here looking for something to help her learn to fly.

"But every other Pegasus at school can fly! How come I can't?" She grumbled, scuffing the floor with her hoof. Zecora sighed, rubbing at her eyes tiredly. After that weird night with the loud sounds coming from deeper within the forest, Zecora had gotten little to no sleep at all. She was too tired for this.

"Your skills might not be about to crash, perhaps you can be taught by Rainbow Dash?" She said, and Scootaloo lit up like the Fourth of July.

"Of course!" She squealed, jumping to her hooves. Zecora winced at the loud noise; it wasn't helping her headache at all. Before she knew it, Scootaloo was already out the door. "Why didn't I think of that?! Rainbow Dash would be the coolest teacher ever! Well…maybe her and America would teach me! That'd be so-" Her rambling was suddenly cut off.

Zecora's senses immediately went on high alert. It had gotten way too quiet. Not even the birds outside were chirping. Something was very, very wrong.

She cautiously looked out her still-open door, seeing a strange form pull something away. It was vaguely pony shaped, in the fact that it had four hooves. But it almost looked like it had scales; she'd say it was a unicorn, but its horn was odd. Instead of the normal, pointy horn, it had what looked like one deer antler sticking out of its forehead. It's tail looked more like a lion's than a pony's.

But that wasn't what set her off.

The thing it was dragging away was the unconscious form of Scootaloo.

"Unhand the foal, strange beast! She is not for you to feast!" Zecora shouted, grabbing a large staff from beside her door. Not the best weapon, but a good one. But when she came back outside, it was gone. In its place was…somepony who looked remarkably like America, but not. His coat was a dark red, and his mane and tail were both rusty brown instead of red, white, and blue. His Cutie Mark was the same though. Odd. One wing was bandaged to his side, as though it was hurt, but she wasn't concerned about that.

Two ponies having the same Cutie Mark? That was just unheard of. Strange…very strange.

"Oh hey, Zecora right?" The strange stallion asked, a smile gracing his lips. Zecora remained silent, her eyes narrowed in suspicion. She was the last pony to judge by looks, but something was just…not right about him. His accent was unnerving…from Manehatten, maybe? Even his eyes were the same shade of sparkling blue that America had, but his were just not right. Something was very off about him. She didn't know what it was, but she was going to find out.

"Not nice to ignore me…" He muttered, his smile dropping. "Just answer my question. You're Zecora, right?" He tried again, but she remained silent. "Oh come on." He groaned, brushing his mane out of his eyes, and Zecora noticed he had the same cowlick as Alfred too. He was practically a carbon copy of the golden Pegasus, but he was just…wrong. Unnatural. Abnormal.

Dangerous.

Zecora shivered as the thought swirled in her head. But he hadn't done anything to hurt her so far.

"What am I gonna do to ya? I got one wing outta commission!" He sighed, turning slightly so that she could see the bloodied bandages. She narrowed her eyes again.

"…Yes. I am Zecora, the zebress." She said simply, not taking her eyes off of him. He sighed, smiling once more, but it was more like a smirk upon closer inspection.

"Now, was that so hard?" He grinned, and Zecora suddenly found herself unable to move. Her legs wouldn't respond. Move, she willed herself to no avail, have to get away! She didn't know why, but she needed to get out of there, now! Her eyes flickered uneasily to the sides, but nopony was around to help her.

That was her mistake.

She heard the unnatural stallion scoff, and she turned her head back towards him.

Just in time to see a nail-studded baseball bat, splattered in blood, swing at her head. There was a sickening crack that echoed through the forest, and Zecora's world went dark.


Horror stories shows us that the control we believe we have is purely illusory, and that every moment we teeter on chaos and oblivion.

-Clive Barker


Rainbow Dash grinned, enjoying the way the wind blew her mane and tail around playfully, like it was happy to see her. And she had to admit, she was glad to be back in the air as well. It had been a couple of days since the party that had rocked her world, and she was finally, FINALLY flying again. All the work introducing her friends to the countries had really worn her out, especially since everypony was too hyper for their own good.

She smiled, sitting down on a large patch of cloud for a short break. The weather was perfect, thanks in part to her work. The sun was warm, and the cool breeze evened it out perfectly. She sat there in the sky, and thought about what had happened since the party.

Well, they'd woken up the morning after to find that, for some odd reason, lots of countries had changed. Not into humans, but into different types of ponies. For example, Yao, Kiku, and the rest of the Eastern Asian countries had become kirin. Those were like hybrids of dragons, unicorns, deer, and lions. They were scaly now, but they still had manes, not to mention a lion's tail. They had all four hooves still intact, and they had a deer's antler sticking out of their head. It was weird.

Ivan and all five Nordics had woken up to find that they had incredibly thick fur, which Mathias explained was probably because they came from much colder climates than the rest of the world.

Also, bizarrely, Alfred had turned back into a Pegasus. After he and Twilight had stopped freaking out, Alistair calmly explained that it was because humans didn't belong in Equestria. (Nopony had noticed, but Ludwig had flinched nervously at that statement)

Dash grinned, closing her eyes peacefully. Life was good.


Though I walk through the valley of the shadow of death, I will fear no evil, for I am the evilest motherfucker in the valley.

-Alex Garland


"Derpy, are you sure about this?" Cloud Kicker asked nervously, looking with apprehension at the large building in front of her. A small crowd of Pegasi had gathered outside the main gates of the building every day since it had appeared, milling around curiously until they became bored of the place and left. Being Pegasi, they could have just flown over the large gates, but they were too polite to do so without having been invited.

This building had appeared on the outskirts of Cloudsdale with no warning. No construction, no new ponies, nothing. It had simply materialized into existence, as though it had always been there, and they were just now noticing it.

It was a rather impressive building, to be sure. It was made of shiny, polished stones that reflected the white clouds around them, giving it a glowing-silver hue. Seven large smokestacks, like that of a train, stuck out from the roof, along with several smaller ones, too many to count. An extensive fence, made of no metal the Pegasi had ever seen before, surrounded the complex in a hexagonal shape, with three main entrances. One was labelled (Supplies Entry), the other (Disposal), and the main one, the gate right in front of the building where the Pegasi gathered, wasn't labelled.

The two handles of the gate's doors were uniquely designed, so that when the doors were closed, like now, they formed a symbol. Three pillars rising from a winged cloud, which was shooting lightning. It was slightly inspiring, yet oddly comforting.

Three days after the factory had appeared (which was today), flyers had been posted all over Cloudsdale, announcing proudly:

ON JANUARY 10th

PREPARE YOURSELVES FOR A WINTER MIRACLE!

THE RAINBOW FACTORY

Open to the public!

Come one, come everypony!

ARE YOU SICK OF THE DREARY, BORING, EVERYDAY WEATHER?!

ARE YOU TIRED OF WAITING FOR THE RAINBOW AT THE END OF THE STORM?!

COME AND SEE THE MAGIC OF THE NEW PEGASUS DEVICE!

RAINBOWS OF EVERY COLOR IMAGINABLE!

Request a color for only 20 bits!

JOBS OPEN!

IF YOU COME ON JANUARY 10th AND SIGN UP FOR A JOB, YOU GET TO DESIGN YOUR OWN RAINBOW!

(Free muffins for anypony who shows up with a silly hat!)

"Of course it is! They have free muffins, after all!" Derpy scolded Cloud Kicker, adjusting her sombrero happily. She wasn't the only Pegasus in the crowd with a ridiculous hat upon their head. Doctor Whooves grinned next to Derpy, his fez a splotch of bright red against the blue sky. Though not a Pegasus, ponies had long since given up trying to figure out why Doctor Whooves showed up where he did, or for that matter, what he was doing there.

"I know, muffins are great and all, but…" Cloud Kicker trailed off, looking at the impressive building in front of her. "I just have a bad feeling about this place. I mean, it just appeared overnight. No magic can assemble an entire factory that fast!" She worried, and the Doctor laughed.

"Cloud Kicker, you live in a world inhabited by talking, colorful horses, the princesses of this world are powerful enough to move the sun and moon, and you're walking on a cloud." He pointed out. "Trust me, there are far stranger things than buildings just appearing. Believe me, I'm one of them! Like, there was this one time where I was with Queen Victoria I, in England –or well, Trottingham to you- and the year was 1562. Can you believe I didn't even wear a fez back then? Oooh, getting off track. So, then my little machine that goes ding when there's stuff went ding, and I thought that the Queen was actually a Zygon (big red rubbery thing covered in suckers…surprisingly good kisser, might I add), so I proposed to her to try and trick her, but it wasn't her, it was my horse, Arthur, who I found in pre-revolutionary France, but it wasn't France, and he followed me onto a spaceship. So yeah, my horse was a Zygon, and I wound up king of England."

He finally finished, grinning happily at them. Cloud Kicker's mouth must've dropped open at some point during that ramble, because Thunderlane reached over to her and shut it politely.

"And if that wasn't weird enough, myself from the future and myself from the past were at my wedding! Can you imagine, three Doctors in one place? It was sad, seeing me from the future, because he had this humongous chin and kept making fun of my –well, his- sandshoes. But he did introduce me to fezzes, so I guess I'm okay, but all the same-"

Cloud Kicker had to shove her hoof in his mouth to get him to stop rambling, for a loud sound had gone off from inside the factory. It sounded like music, but it was no instrument anypony had ever heard before. It made the hearts inside the Pegasi's chests pound in excitement, it was so loud and so…energetic. (A/N: I like to think of Welcome to the Jungle by Guns'n'Roses for this scene, personally) It effectively got everypony's attention, and their heads all looked up to see the Wonderbolts scream by overhead, thunderclouds trailing behind them and crackling with electricity. Almost everypony in the crowd cheered; the Wonderbolts were awesome, no matter what way you looked at it.

Spitfire led her team through the sky, performing tricks that the Pegasi had never seen before, moving perfectly in time to the music. As they did so, the smaller smokestacks began to pump something into the air; a gas that Spitfire flew straight through, morphing it expertly into shapes and formations. Cheers and stomping hooves shook the whole cloud, ponies were jumping up and down in excitement, their faces beaming.

Spitfire began a small, tight circle in the sky, taking her higher and higher. Soarin and the other Wonderbolts trailed after her, occasionally breaking off from formation to grab hoofulls of the colorful gas and drag it with them, so before long, a rainbow tornado was tearing through the sky above the factory, roaring like a jet engine.

"What in Gallifrey's holy name is that stuff?!" The Doctor shouted over the screaming crowd, pulling out his sonic screwdriver from underneath his fez.

"I don't know but it's amazing! Do you see that?! It's like a cloud, but liquid-y!" Derpy squealed happily. The music built up, getting more and more fast paced and loud as the twister grew bigger and bigger. Suddenly, the tornado exploded outward with a large 'boom!'

Rainbow streaks shot across the sky in every direction, and as Spitfire lowered herself slowly to the cloud, a Pegasus appeared that nopony had ever seen before, silhouetted against the bright rainbow sky.

"How was that for an opening ceremony?!" He shouted challengingly, and everypony cheered wildly, screaming and shouting for more. "You want more, huh?!" He yelled, putting his hooves on his flanks in a scolding pose. "You're asking, what could possibly top that?! What is that stuff?! How can I get some?!" He screamed, and the crowd cheered along with him…Snowflake's voice being the loudest.

"Then come on in!" He cheered, landing heavily on the cloud below and opening the gates with a flourish. Before she could figure out how such a normal looking Pegasus could open a gate as heavy as this one with no effort at all, Cloud Kicker was swept up in the stampede of excited ponies and dragged inside.

As she made an effort not to get trampled or separated from her friends, Cloud Kicker's eyes suddenly met those of the stallion who had opened the gates, and she froze. His eyes…

"You okay?" He asked, a thick Manehatten accent adorning his voice. He peered at her over a pair of black sunglasses that were perched carelessly on his muzzle, but Cloud Kicker hadn't noticed. She was too busy staring at his eyes. They were just…off. Not like Derpy's off, but more…wild. Like he could easily snap at any moment and kill you, and probably laugh while doing it.

She wanted to go home. Right that instant. This whole thing was just…wrong.

Dangerous.

But before she even had time to unfurl her wings and fly away, she was swept off her hooves and carried inside, unable to break off from the cascade of Pegasi.

The crowd of Pegasi soon filled up the entire lobby, where their constant murmuring and chatting was nearly drowned out by a loud pounding noise coming from somewhere deep within the factory. Slow and steady, it shook the whole building like a heartbeat. Cloud Kicker was trembling as she assessed these thoughts. If that sound was the heartbeat, then all the doors she could see right now were arteries and veins, the smokestacks on top of the building were its nose, pumping out smoke. And right now, she was standing right in the middle of its mouth.

Please, Celestia please, let it not be too late to turn back…! Cloud Kicker thought desperately, pushing a few ponies out of the way so that she could turn around and head back out. However, as soon as she turned around, she saw that rusty-red pony with sunglasses closing the doors, shutting them all in. He turned his head slightly, so Cloud Kicker just saw one mad, smiling blue eye looking right at her.

Paralyzed in fear, Cloud Kicker had no choice but to follow her friends into the heart of the factory.

"Over here is our Employee Lounge, which also doubles as a kitchen whenever they get hungry." Allen said, moving to the front of the herd and pointing to an open door to the crowd's left. They peered in to see a handful of Pegasi laying around on chairs and the floor, laughing with each other and eating a cake. Once they noticed they were being stared at, they turned towards the door and waved, smiling happily. Was it just Cloud Kicker's imagination, or did they look…unhinged?

Allen moved on and the Pegasi followed loyally, like dogs nipping at their master's heels. Cloud Kicker was spared enough time to glance back into the lounge, and when she did, she could've sworn she saw the employee's skin fall off to reveal wires and gears underneath. But she couldn't say anything, and she quickly followed her friends before she got left behind in this place.

"That's my office, and that's Fai's." Allen said simply, gesturing to two more open doors right in front of the crowd. Allen's office was messy, unkempt, like any teenage stallion's room. A guitar sat in the corner, gleaming in the light from the windows. Several posters of bands that the Pegasi had never heard of adorned the walls, and instead of a swiveling chair, he had a couch.

Fai's office (whoever that was), was just the opposite. Neat and orderly, stacks of papers sat tidily on the floor, surrounding a mat made of fronds. The room was dark and illuminated by several orange hanging lamps and a hoof-full of candles. The entire back wall was a painting of a line of mountains, with a red dragon curling through the clouds. Several Pegasi 'oooh-ed' and 'aahhh-ed' at the magnificent artwork, and Allen got them moving again soon enough.

As they walked deeper and deeper into the factory, the pounding noise only grew louder and louder. Soon, the crowd was right in front of two doors which had 'MAX SECURITY' written on them in red paint. Scribbled in the corner was a little smiley face along with some strange circular symbols underneath. Whatever they were, they suddenly put Doctor Whooves on edge.

"T-That's…n-not possible." He whispered to himself, his eyes widening in fear as he stared at the circles. Cloud Kicker was about to ask what her friend was so worried about, but Allen cleared his throat, standing in front of the doors.

"Now, normally, as you can see, we keep this part of the factory under lock and key, but since this is your first ever look at the factory, I'll make an exception." He grinned, winking at them from behind his sunglasses. "Don't tell Fai." He whispered, and several Pegasi laughed. Cloud Kicker's discomfort was becoming so strong she felt nauseous. Was that her heart pounding in her head or was that the factory?!

Allen opened the doors, and stood back, letting the overly excited ponies run headfirst into their own demise. He would be laughing right now, it was just too easy! Instead, he waited until the very last Pegasi had entered, and began to chant out a rhythm as he entered as well, locking the door behind him.

Now, a rainbow's tale isn't quite as nice

As the story you knew of sugar and spice

He turned to face the crowd, whose faces were frozen into a mask of pure terror. He smiled at the expressions on their faces, and turned to the Cys, nodding slowly. The white, blood-splattered robots marched into action, grabbing Pegasi and holding them in place. Allen's smile only grew as they screamed and fought, writhing in pain and fear.

But! A rainbow's easy once you get to know it!

He opened a hatch on the wall, revealing a glowing red button. The only source of light in the room, other than the glowing rainbow wires on the ceiling that held up the dismembered bodies of ponies. He smoothly dropped his Pegasus disguise, becoming human in the dark.

With the help of the magic of the Pegasus Device!

Grinning madly, his eyes and smile shining in the dark, he pressed the button. Immediately, the whole room was lit up with an eerie, yellow light.

Cloud Kicker gasped in horror, her eyes welling up with tears. The smell of blood, rust, and something slimy she couldn't quite place made her gag, and she wanted to turn away from the sight in front of her, but her eyes were stuck there. A cage sprung up around the Pegasi, making them all scream in terror, scrambling around in panic, their eyes rolling in their heads like mad horses. A pile of corpses several feet high was right next to them, and several of those white metal ponies were chucking the bodies carelessly onto a conveyor belt, which led towards a small pit…and a giant block of metal pounded into that pit every few seconds, crushing the cadavers with a sickening crunch.

Several steel tables were set around the floor, where some Pegasi in lab coats stood, void of expression. Cloud Kicker finally wrenched her eyes away from the pile of bodies –some of them were twitching still! They were tossing live ponies into that hole!- and looked away. Straight into the eyes of Allen.

Let's delve deeper into rainbow philosophy

Far beyond that of Cloudsdale's mythology

It's easy to misjudge that floating city

With its luring décor, and social psychology

But!

With all great things comes a great responsibility

That of Cloudsdale's being weather stability

How, you ask, are they up to the task?

He smiled at her, but there was no warmth in that smile. He reached up a hand and tapped a button on the side of his sunglasses.

To which, the answer is in a simple facility.

A huge claw exploded from the ceiling, tearing the wires and making the rainbow fluid and body parts rain from the ceiling. The claw punched through the top of the cage, grabbing a poor Pegasus and moving away, dropping him on one of the metal tables too fast for them to see. Thick straps burst from the table, holding him down before he had a chance to move. Allen turned away from Cloud Kicker, taking off his sunglasses and trading them for a pair of goggles. He slipped on a lab coat, chuckling madly.

In the Rainbow Factory

Where your fears and horrors come true

Allen sang happily, one of the Cys wheeling a cart full of gleaming weapons over to him. Humming the tune to his insanity to himself, he spent some time contemplating what to use, ignoring everypony's screaming and sobbing in protest. Bribes to be let go were shouted, some were begging, some were threatening, and some said nothing, and he ignored it all. He picked a wicked looking knife from the cart and slowly advanced towards the table, picking up his song.

In the Rainbow Factory

Where not a single soul gets through

He stood above the struggling Pegasus on the table, his smile stretching his face to unnatural proportions. Allen then slowly raised the knife, reveling in the expression of pure panic in the Pegasus' eyes.

In the Rainbow Factory

Where your fears and horrors come true

He brought the knife down with a hysterical cackle, blood splattering all over his lab coat. The scarlet color stood out abnormally bright in the dim light. Cloud Kicker heard several Pegasi behind her in the cage scream, but she was paralyzed, absolutely frozen in fear.

A machine was wheeled over to Allen while the other Pegasi in lab coats scribbled down something furiously in their notebooks. Cloud Kicker's scream was finally dislodged from her throat when she saw who was pushing the cart.

Scootaloo happily pushed the cart over to Allen, her orange coat and feathers splattered in blood and other rainbow splatters. Her mane was messed up, and her eyes were glazed, unfocused. She had a content smile on her face as Allen ruffled her mane happily and picked her up, spinning her around like they were family. He held her in one arm as he pulled a tube with a sharp end out of the machine, sticking it into the still pouring wound on the Pegasus.

Immediately, a golden yellow liquid flowed through the tube from the body, and Scootaloo laughed, playing with Allen's hair.

"He's a goldie!" She giggled, and Allen smiled as well, bouncing her up and down happily.

"Eeyup." He said slowly and deeply, making Scootaloo smile. "Oh! Before I forget, save the one with the hourglass on his ass. I have a feeling Oliver will want to keep him." Allen suddenly remembered, jerking his thumb over his shoulder at Doctor Whooves, and two winged Cys jumped into the cage, picking him up and bringing him through a door set high in the wall.

In the Rainbow Factory

Where your fears and horrors come true

Allen and Scootaloo sang together, climbing up a set of stairs to a balcony, where they sat down and watched the Cys unhook the unconscious Pegasus, dumping him onto the pile of bodies. The claw came through the ceiling again, snatching up another screaming Pegasus and dumping them on the table.

In the Rainbow Factory

Where not a single soul gets through

Allen strummed an invisible guitar, Scootaloo dancing happily to the beat. Cloud Kicker couldn't hear anything other than screaming and that huge rock hitting the floor. One more time, she locked eyes with Allen, who just gave her a little wave. She tried to figure out why, until she felt the cold, metal claw latch around her stomach and her hooves left the ground. She wanted to scream. She wanted to cry. But she couldn't do anything except stare at Allen and Scootaloo, hoping that there was some semblance of kindness left in them, and that they'd let her go home so she could hug her sister and sleep.

But no such luck. Cloud Kicker closed her eyes and swallowed as the claw let her go and she slammed into the table.

In the Rainbow Factory

Where your fears and horrors come true…


A/N: Like I said, this is part one, so don't panic. Also, nopony actually died. I'll make up some weird magical excuse as to why we'll be seeing Derpy and Thunderlane and the rest of them again.

Plus! Someone reviewed that I should tell you guys when I'll update next, but the truth is, I only write when my muse strikes, which is why it sometimes takes me so long to update this story.

Also, if anyone is confused as to which 2p is which, just PM or review and I'll give you the list of names. Keep in mind, they're not official names, so this is my view on them.

HASTA LA PASTA! *rides velociraptor off into the sunset*

(Also, do you guys have any idea how hard it is to type while your cat sits on your chest and nibbles your ear?!)

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