Chapter 1- Fluttershy Past

Fluttershy had an awful childhood. She was last in her class to fly and to this day she isn't all that strong. Her timidness let her be pushed around at school. At home things weren't much better. Her parents had died when she was a baby and she knew no one would want to adopt a ten year old blank fland who could hardly fly. She would often lock herself in her room and find herself throwing things at her reflection in her mirror. She couldn't stand mirrors. Fluttershy hated everything about herself. She hated that she had no cutie mark. She hated her stupid voice that no matter how much she yelled, no matter how much she cried, it still on came out as a timid whisper. She hated her timid personality, but could never bring herself to be assertive, no matter how hard she tried. She hated her silly wings that could barely lift her a few feet off of the ground. At flight school she would often fall, and other fillies would change "Fluttershy, Fluttershy, Fluttershy can hardly fly!" All she would do about it was cry to herself in the mirror. Now days she would sometimes hear the voices in her head say that to her whenever she flies around other ponies.

Her only real friend was Rainbow Dash, another filly at her orphanage. Fluttershy was a year older than her, but fluttershy still enovid everything about her. She wanted her loud, yet crisp crackly voice. She wanted to be the first in her class to get a cutie mark, and she wanted Dash's beautiful wings. Most of all, she wanted dashes personality. She longed to be more assertive and she wanted to cheer on her friend at races and other competitive events, but all that came out was a weak "Yay." or the occasional "woo-hoo" Dash was also the first person to stand up for her. She even had challenged a race to defend Fluttershys honor to the bullies who would often call her "Rainbow Crash," as a sick joke, but Dash never let them get to her head.

Fluttershy was held back a year in flight school. That didn't help her bullying problems, as she was still very weak even among students a year younger than her her. She had longed to fly still. She tried and tried but could never dream of being as good as her friend. But she made an effort not to let her jealousy get the best of her. It wasn't until all hope was lost that she realised, she was never going to be at Dashes level. It was the day that her friend had pulled off a sonic rainboom. As the young filly flew by her, she had been too frail that she had fallen through the clouds themselves, Almost a mile down. She was certain that she was going to die. Then, she had landed a swarm of butterflies, of all creatures. It was very awkward, but all she could think of was that she was alive. That was what was important. She almost cried when she looked up and saw a sonic rainboom. All of the animals had hid. She wanted to hide as well. She wanted to hide from herself. It should had been her. She wanted to be the best flyer in Equestria. She wanted everyone to feel the fear she felt when she was falling to her death. Those stupid animals were the only ones who mattered. For the next nine years, those stupid animals were her only friends.

Dash never came down to help her. She never even came down to see if she was ok or alive or whatever. The saddest thing, was that flutters knew nopony would. Dash was the only pony who cared and was the only one who ever would. Flutters knew that she never wanted to speak to Dash again, but she still longed to improve her flight and would sometimes take a hot air balloon up to cloudsdale to see her dear friend race. She always won.

That was how she made her money. She would bet as much as a thousand bits on dash and never lost. Nopony would had ever guessed that a pony as young as twelve years old would escalate to become the best flyer in cloudsdale. By the time she turned fifteen, she was fastest in Equestria. By next year, she will be twenty one, and she will be eligible to compete for best flyer alive.

I was when twilight came, sent from Celestia herself when flutters anxiety grew to the extremes. She hated being in a group of six. She even more hated that one of the was dash. The element of loyalty herself who had abandoned her when she was ten years old and FORGOT about her, just to finish that stupid race. Legend has it that she had gotten her cutie mark when she broke the sound AND light barrier. She had gotten accepted into jr. speedsters flight school that day as well. Dash had gotten so much gain by taking away flutters home. Maybe it was for the best. She was never truly happy until her teen years when it was only her and her animals. By her nineteenth birthday. She began to see pegasi from her old orphanage. One of the first cloudsdale residents who moved to ponyville was Derpy, who was now married to the town doctor, and took the surname "Hooves." She saw many others from her childhood, but Derpy and Dash were the only ones whose names she bothered to remember.

Dash, for obvious reasons, and Derpy, because she was bullied as well. She was born cross eyed, speech problems, and several mental disabilities. She was abandoned as soon as her parents find out that its permanent. She had a note with her that aid her name was Ditzy Doo. Sad how even the youth of today are left without families because they weren't perfect. Fillies at the orphanage would often called her "Derpy," because of her clumsiness that carried on to her adulthood. Thankfully, she did have her happy ending when she moved out on her eighteenth birthday. She is now engaged to the town doctor and has one daughter, who is completely perfect.

Another example is scootaloo, who admires Dash almost as much as Fluttershy did when she was her age. Scootaloo's parents had abandoned her when she was young because of her flight disability. Hers was much worse that flutters was when she was that age. Scootaloo may never be able to fly in her life. Dash herself even trains her personally but she still can't do it. Dash is so nice. She had felt so bad for scootaloo, and she knows first hand what its like to grow up without a loving family and what that could do to you. Last year, she agreed to, "Take scootaloo under her wing," which was sweet beyond words. Dash was too good.

After she had fallen from the clouds, she wasn't much more sane. When her and her so called friends started to hang around Dash more, she was stuck in between emotions. She was furious at Dash, but more at herself. She hated any emotions at all. Overtime, she lost them. She hid her slow trip to insanity with an image of a shy little yellow pony who only spoke in whispers. Deep inside is a monster of what she had become, and she loves this monster more than she ever could love her old self. But love is an emotion. Fluttershy doesn't do that anymore.

It wasn't until she went completely crazy, That she opened the rainbow factory,but it wasn't a real factory. Flutters was to nuts to tell the difference. It was really a large room in her basement, but it was just as powerful.

You see, as fluttershy grew crazier, she grew smarter. She wanted anyone who made her feel like she did as a filly to feel the fear he felt when she fell from the clouds. She built a machine that she made to "simulate" extreme fear, but this one didn't give the ponies the soft landing that she got on a clump of butterflies.

It was a slow torture device. It was and enclosed room with no windows. in it was a metal sheet, which she strapped ponies legs and arms on to with chains and leather. She tries the wings to the body with a strong leather strap. The unicorns horns were useless, as flutters ha found a way to absorb the magic herself with a matinee she named podestas, which meant power in latin. She made a wireless connection between Podestas and a scanner she impaled in her left eye, too small to see. Unforchantly, she had lost sight in that eye during the surgery, but she didn't care. She would use something her friends called, "The stare" to slowly drain the power of a unicorn or alicorn without them feeling anything. They will become completely powerless in a matter a hours.

In the pitch black the matinee would shake, faster, and faster until their weak stupid bodies couldn't take it any more. To make the process more efficient, she would slowly drain the oxygen.

Of course, fluttershy stood in another room, monitoring everything on a night vision camera. She had a speaker and microphone so she could see and hear everything in the show. She would often speak into the microphone and sing her favorite song, by her favorite band. It was from a game she once feared, but learned to overcome. She knew perfectly of the fourth wall and enjoyed watching humans as much as they liked watching ponies. she could be watching you right now. She found amusing that this band even enjoyed making remixes of songs that she sang.

"La, la la la la la la la la, la la la la, la la la la." She would whisper to the tune of Toreador March, as it was also the intro to the song.

"We're waiting every night, to finally rome and invite."

The pony would by then be panicking as the machine started to shake.

"Newcomers to play with us,"

The machine would shake faster, and the pony would panic further. Fluttershy would get louder and clearer, a voice she had mastered over years.

"For many years we've been all alone."

"We're forced to be still and play the same songs we've known since the day, an imposter took our lives away, and now were stuck here to decay"

The pony would then start to scream

"Please let us get in, don't lock away, were nothing what your thinking."

Fluttershy would almost yell into the mic and let the voices take over.

"WE ARE POOR LITTLE SOULS, WHO HAVE LOST ALL CONTROL, AND WE'RE FORCED HERE TO TAKE THAT ROLE!"

If the pony wasn't dead or unconscious by now, it would anger flutters so much she would just yell, "WHY! WHY! WHY! WHY! WHY!" until the pony was unconscious.

Then she would smile in the dark until shy was sure there was no oxygen left.

Fluttershy didn't make many true friends in ponyville, but she had one. Her name was Glaze, and often was called the woodentoaster due to her cutie mark being a flaming toaster. She was a failing musician, whose popularity was limited to youtube. She was as crazy as Fluttershy, but he had different ways of taking out his anger or delivering what the voices told him. He wrote songs. He would often stick around when Flutters killed her victims. She found inspiration there.

She was working on a song called "Rainbow Factory," It was Flutters favorite. Only the course was completed. It had a dark piano riff in the background that fluttershy adored. Dun dun, du du du, dun dun, dududud dun dun, du du du, dun dun. The chorus went "In the rainbow factory, where your fears and horrors come true. In the rainbow factory, where not a single soul gets through." She also had a violin part that she wanted to put somewhere in the song.

Glaze lived in canterlot. She only came once a week to ponyville for the weekly batch of ponies who had found their way to Fluttershys basement. She worked very closely with princess celestia herself, and could get just about anything he wanted. One day an old abandoned warehouse was available in cloudsdale, for free. The only problem is that glaze needed to have a good reason for the warehouse, so we needed to get some sort of use out of the dead bodys.

They eventually developed a plan. They would use the magic from the unicorns to make fabric, a magic fabric. It would be from the tails of the captured ponies harvested by unicorn magic, that they had plenty of it in the Podestas, If they were ever to run low, they would have plenty for ponies to do work if they needed. It was a guinness plan. The fabric was soft and incredibly strong. It sold on market quickly at about five dollars a yard. Every designer from small stores in ponyville like rarity's boutique, to major retailers in manehattan and canterlot.

They were making more money than fluttershy could had ever imagined. With all of these, more pegasus devices were being made, as well as expanding the size of Podestas. It had gone from a small machine to about a six by six foot multicolor square. It was quite beautiful when you didn't know what was in it, but to Fluttershy, that made it even more beautiful. Glaze was just glad to see her dear, tourchered friend smile. He was never able to tell right from wrong.

After about a year, the had sold over ten million dollars worth of fabric. The hallucinations Fluttershy used to get when facing a crowded disappeared. She used to imagine herself in a room with red wall and eyes everywhere circling her and slowly cave in. She would hear chanting from her childhood. "Fluttershy, Fluttershy, Fluttershy can hardly fly."

They stopped because she was feared, not the other way around. She would have large metal cells, that had more of a cage like design that hung from the ceiling. She would fit about twenty ponies in each. Even though she had the full ability to make more, she likes to make sure that they die alone, like she would of. They would die staring into her eyes. There was another being controlled by glaze, but followed the same procedure, only he got to choose his own song. He would often sing in "La's" To the tune of pop goes the weasel, or just do the classic five nights at freddys that fluttershy always does.

She had used her riches to turn the top floor into a palace like design. She based it off of human fairy tales with two thrones for her and Glaze, a long carpet, and everything else that she could find that fit the scene. It was a bit cheesy, but she didn't care. She decorated everything that used fabric with the magic material made from the tails and manes of ponies.

Even so, she did not consider Glaze her king, she had the most control, no doubt; but she just didn't feel that way about him. He was not only a good friend, but a real friend. One she knew would never betray her like Rainbow Dash. She wanted more than anything to capture her, but even with glaze being one of the fastest flyers in cloudsdale, he was still not fast enough to get her. She was also an element of harmony, so using magic on her would not work. Fluttershy did not know why, but possessors of the elements are not compatible with Podestas. It was very weird.

One day though, she had received a call from a mysterious voice. The voice refused to give her name, but said that she lived in a large apartment in the heart of manehatten. She was an assistant designer. She spoke with a similar soft tone to the fake fluttershy. She said that she needed a spool of rainbow colored thread. She didn't give a very specific reason, just that it was a gift for a friend. She was willing to pay over 1,000 times the market price for a single spool. Fluttershy immediately got to work trying to find all the colors that she needed.

No one was vibrant enough. Everyones mane was a pastel plain color, despite there being a variety. The only one fluttershy could think of was; no it was impossible. She couldn't capture rainbow dash. She had to find a way though. What she could to with the over one hundred thousand dollars being offered. Each thread cost about one hundred dollars. It was made of the "special material" after all.

She and Glaze met up for a meeting that next morning. They discussed how the were going to capture rainbow dash. They couldn't get her while she was flying, thats for sure. Maybe there was a way that they could knock her out, but that would e to difficult to do without getting caught. The way fluttershy usually does things, is that she gives ponies "The stare" which lures them to the factory, draining their magic all the way. That would not work on rainbow dash. Maybe they could trap her. She was the element of loyalty. If she saw someone in danger, she would immediately come to their rescue, and fluttershy knew the perfect person to use as the bait. Up in the clouds, she gets a perfect view of ponyville, and she saw the perfect pony coming in from the woods. The great and powerful Trixie.

Fluttershy flew into the woods, and gave Trixie a good stare. Within a fraction of a second, trixie was under fluttershys control. In three seconds she was unconscious. Fluttershy brought trixie up to cloudsdale, but left a not in rainbow dashs mail box.

It read:

Dear Oh great and awesome Rainbow Dash,

I have been kidnapped and was able to use my unicorn magic to transport this letter to you. I did it with the last of the magic I had left in me. I am in the fabric factory basement about one mile away from here. Please save me before it is too late.

The Great and Powerful Trixie!

Trixie awoke in a dark room. She tried to illuminate the room with magic, but her horn would not work. Trixie did what she always did in these kind of situations, complained. She took a deep breath, and talked in a slow but clear voice.

"The Great and Powerful Trixie DEMANDS that whomever is responsible to show yourself a once!" She yelled, trying to sound as intimidating as possible. In reality though, she was scared. She was very scared. She had learned how to hide her fear very well after twilight showed her up and beat that ursa minor. After losing her job, she lived on the streets for a while. People would laugh and even through things at her when they saw her. Nopony would give her a job or sell her a house. Eventually, she found a minimum wage job and shelter at pinkies family rock farm, but she wasn't treated much better there. No wonder pinkie had moved to ponyville at such a young age. She grew angry and desperate for something better. She wanted to be the center of attention again. She stayed almost until she had enough money to pay for the alicorn amulet.

In her anger, she did some pretty awful things, and it didn't help that the amulet was making her more crazy than she already was. She started with the town ponies. Doing little tricks to put them in pain or misery or both. They were the ones who made her life so difficult after the Ursa minor. Then Pinkie. She removed her mouth in hopes that she would slowly starve, just like she almost did before her job at the rock farm. She also planned revenge on all of Pinkies family.

Next, the rest of the mane six. She first put Rarity in an ugly dress, which may had not seemed that bad, but the spell was for applejack. She knew how much Rarity and AJ didn't get along. Hearing Rarity wine at AJ made her smile. Next was rainbow dash. Rainbow should had been the last one to complain about a big ego, knowing her.

She went a bit easier on Dash though. Rainbow was her inspiration as a filly, for they were about the same age. She was an orphan in canterlot. Her parents had abandoned her because she was very weak at magic, and in canterlot, home of the alicorn monarch herself, celestia; it would be a humiliation to have a daugher who could not do much magic.

Her story was similar to fluttershy's which she knew from a friend of hers who was in Fluttershy's flight school. She was abandoned for being a weak flyer, and was never adopted for the same reason. She always wondered what fluttershy was up to now. She, like her was never permanently adopted. Nopony in canterlot would want a pony who wasn't amazing at magic.

Rainbow dash was the one who inspired her to keep going on with her art. If a little orphan filly in cloudsdale could become a famous flyer, why couldn't she become a famous wizard, like stawswile. She started dressing in a cape and hat and doing all that she could to impress potential families. It was of no use. For everything that she did would fail because of her magical disability. Eventually she found a loophole. Rather than doing real magic, she would use mirrors and other illusions to make her look more powerful than she really was. She started calling herself, the "The Great and powerful Trixie," as a joke, but the name stuck, and she would use it at her many shows when she grew older.

She was never adopted, for her personality was not really ideal as her confidence grew. She couldn't help it though. She was shunned and laughed at her whole life for being a unicorn, for canterlot of all places, who could not do much magic.

She knew that if she kept practicing her art she could become as famous as rainbow dash. She would sometimes kneel by her window when all the other orphan fillies were asleep and pray in her little voice that she would hope Luna would hear, even if she was banished to the moon at the time.

she would pray that one day she would be adopted by a family that could look past her egotistical personality. She wanted to be successful in like and that everypony in equestria and even lands beyond would know her her. She now knows to word her wishes more carefully.

She WAS a successful pony, but not anymore. She was adopted, but always sent back when the family found out that she was a fake. She was sent back over ten times. She would always read the letter the family would send the orphanage. The things that they would call her. Fake; fraud; joke; one family had even called her a "Rip off."

Everypony knew who she was. She was called exactly what the "families" would call her, only a bit more explicit. Her personality made her look even worse, but, much like her childhood, never for a second did she think that she was not the absolute greatest pony to ever live.