The Rainbow Factory. High up in the clouds, located in a city known as Cloudsdale. The lofty metropolis was most prominently known for it's luring product, Rainbows. How were they made? Nopony knew, but urban myths and campfire tales once told of a dark secret that the main ingredient for rainbows were young Pegasi. Using a machine that resided in one of the sectioned off, upper areas of the establishment, young fillies were ground into a mixture. This was further used to manufacture the rainbows everypony in Equestria loved to see. According to Cloudsdale culture, when young Pegasi reached a certain age, they would take a flying test of major importance. Everypony knew that those who failed this test would be swiftly banished to a far away land. Success was crucial, so much so that some committed suicide if they weren't sufficiently prepared.

Upon failing, a vehicle would appear, manned by two Pegasi. Anypony who didn't pass their test was loaded on to this vehicle, and never seen again. The factory was able to get away with this for a very long time, due to a sort of pact made with the Princess of Equestria, Celestia. It was made long ago, and was a decision that was unavoidable at the time. Following an incident where some fillies managed to escape the factory, the Rainbow Factory's secrets were made public, which quickly resulted in the Factory shutting down until a better, filly-safe solution could be found. Many of the pegasi that worked in the upper section of the Rainbow Factory were fired, though, as they had no control over a pact made several hundreds of years ago, no retribution was exacted upon them. Furthermore, their identities were a mystery, kept confidential from the public. It was rumored that Rainbow Dash managed this section of the plant, but such talk was quickly hushed by the Princess herself, vouching that she had no involvement with the place. Despite actually knowing otherwise, she deliberately covered Rainbow's flank, not wanting the pegasus' friends to think differently of her.

In recent times, the Factory had been issuing statements that it had found a new material to manufacture rainbows from, and that it was 100% filly-safe, but before being able to release this, the incidents involving Pinkamena occurred. With chaos ensuing all over Equestria, the Factory was abandoned, leaving it an empty plant, wrought with a bit of destruction from invading shukakusha. Since then, jet black storm clouds were roaming freely over the location, roaring loudly above. Never did they rain, but merely cast their lightning across the dark sky. Between the cloud that the factory sat on and another adjacent one, stood a bridge of white stone. Underneath that bridge was an arc-like design which formed a pattern in the overall style of the structure. The main building was box-like, consisting of the same material as the bridge, and attached to it loomed many other towers, each connected via a system of bridges. One bridge climbed up forming a slight slope before ending at a large opened circular platform. Wrapping 360 degrees around this platform stood columns, all reaching upwards for a good 15 feet before curving into another arc pattern and peaking right underneath a dome roof.

Two more bridges stretched upwards from this platform as well, leading to a structured covered in clouds. A set of stairs attached to another side of that platform went up to another straight arced bridge. Across that bridge, was another structure much like the open-spaced platform but with walls this time. Several other stairs continued upwards from that building, one climbing up a very wide, and squared pillar whose bottom slanted diagonally towards the earth below. At the top of those steps another building resided, followed by yet another arcing bridge, and on the end of that was more open-spaced platforms. This one in particular didn't have any dome roofs. On top of the columns of this area, was a large sphere that acted as a weather radar. Even further down was a huge funnel shaped exhaust.

Near the main structure, a set of stairs extending from the cloud surface, led to a half circle platform. Underneath this platform, was an arcing setup of columns evenly spaced and descending from it's bottom. Just a few feet in front of that platform, one could see that a building connected right up to it, without any bridges or stairs. That building's roof was made of clouds, and between the flooring of that cloud roof, there were columns standing, much bigger than any other column in the entire factory. On a normal day rainbows could be seen shooting from atop the clouds circling around the open-spaced platform's dome roof. From out of the exhaust many clouds would be formed too, replenishing the skies. Right now though, none of that happened, it was completely void of the life it once had.

A pink filly, closely followed by two other beings, approached the bridge to the Rainbow Factory. The sound of their footsteps on soft cloud is all that could be heard for the time being. That sound changed when they began walking on the white stone bridge. Lightning crackled across the sky, revealing everything that was in the open. The pink filly could be seen smiling widely. Her eyes mean looking and filled with spite. Along side of her, light exposed a black haired woman, wearing a kimono of the same color, and a pink hedgehog female wearing a red dress. Upon nearing the entrance, the latter of the trailing beings spoke up.

“How is it we are walking on clouds again? I still feel like I am going to fall when I walk on them.” She piped up.

“I explained this many times already, my skeptical hedgehog friend.” The pink filly responded. “This amulet I have, has granted me many powers.”

“Amy, don't question it, its better we don't pester with such petty inquiries.” The other woman stated.

“I was just curious, Rukia, that's all. It IS my first time walking on clouds after all. Give me a break, sheesh.” Amy responded, visibly frustrated with Rukia. Amy was the only one to be experiencing something like this for the first time, so she was a bit excited.

“My little henchmen, let's focus on why we are here, okay? We wouldn't want to make Pinkamena mad now, would we?” Pinkamena stopped her head peering over her shoulder to give them a psychotic smile. Her flattened mane covering one of her eyes as she stared at them.

“No pinkamena.....” Amy gulped, avoiding eye contact with her superior.

“My apologies Pinkamena, it won't happen again...” Rukia retained her calm demeanor, in spite of the chill that forced a trembling sensation up her spine.

Turning back to face the Rainbow Factory the pink maned filly began trotting once more. After that close call, Rukia and Amy dared not to make any sort of further chatter. Pinkamena stopped shortly after arriving in front of the main entrance to the establishment. A large lightly blue colored door stood in their way. More thunder roared above them just moments before her hoof pushed against the door, swinging it open. Stepping inside, the three proceeded deeper into the depths of the factory. Through some corridors and up some stairs they traveled, before halting in one particular room. That is when Pinkamena broke the silence she had created a while ago.

“Here. This is where we will begin setting up.” She told them. “Make sure that 'She' is properly secured when you bring her in too. The last thing we want is for her to get loose before the unveiling.”

“Yes Pinkamena, I shall see to it that her bindings are done in accordance with your orders.” Rukia obediently responded.

“As for you Amy, I want you scouting the perimeter. After sending out that little message to Twilight, she should be here any moment.” Pinkamena issued yet another order.

“Understood, Pinkamena! er... Where exactly would the perimeter encompass?” Amy responded.

“My my, you really are pushing buttons today. When I say perimeter, does not the entire site of this factory come to mind?” she replied in a cold and serious manner.

“er.... Y-yes, yes it does Pinkamena. I should have never questioned your orders. I'm sorry, please forgive me.” Amy pleaded.

“You are on your last straw, darling. One more slip up, and you could end up like Experiment RD-01. Oh and how I will enjoy dissecting your body when you do.” She smiled at her, and the very sight sent shivers down the poor hedgehog's spine. “Now, hows' about you get to that perimeter check? Don't dilly-dally or else... hehehehe... *snort*”

“Yes Pinkamena! Right away!”Amy rushed away from the area without a second thought.

Pinkamena was soon left to meditate in her own thoughts.

“This is going to be great..... Oh Twilight... my bestest friend, I hope you enjoy the show that I have planned for you.... I know I will, and so will She!” As she giggled to herself in the darkness, lightning crackling once more, flashing through a window and illuminating the twisted visage of the filly exploding into a hysterical cackle.

-----------Twilight's Group------------

“Are we ready for this guys?” Twilight called out to Gregory and Fluttershy.

“Is this spell really gonna do what you say it will?” Gregory inquired.

“I have done it before, don't be a shy little filly!” Twilight stated, shifting a hoof in impatience.

“Ahem, I am a human, you know, not some sort of filly!” He instinctively straightened up defensively.

“It's only a figure of speech...now are you ready to go or not?” Twilight asked him once more.

“Yeah... I'm ready.” He replied, moving in closer to the other two fillies who were holding hooves now.

“How about you Fluttershy? Good to go?” She looked to her friend, meeting her gaze.

“Yes. Let's go.” Fluttershy softly replied, giving her friend a comforting smile.

With that Twilight Sparkle started to chant words, and her horn produced a light glow. Following this glow swept ethereal auras, wrapping entirely around the trio's bodies. A whirring sound of some sort steadily got louder and louder the more that she chanted, until.... Whooosh! In a matter of seconds, they were sucked up through a spinning vortex, flying madly through nothingness before flopping haphazardly into clouds. Much like their last teleportation, this one had the same landing as before. With the spell that Gregory had been so concerned about from earlier, he found that his fears were false. Hauling himself on to his feet, he realized the effects of said spell. He could walk on clouds. Magic didn't exist in the human realm, not on this level at the least. Prancing around for a bit, he soon stopped when a perplexed Twilight, and giggling Fluttershy kept staring at him. They had both gotten up to witness his embarrassing display of excitement. Gregory was ashamed of himself for losing a bit of self-control, but once Twilight giggled a bit, he too, let out a chuckle.

“Fun and games aside...” Twilight began after calming herself. She then turned to face the location that they were bound for. “The Rainbow Factory...”

The roar of the thunder clouds scared Fluttershy, causing her to “Eep!”, and hide under the protection of Twilight. Her friend reached down and nuzzled the frightened yellow filly, trying to comfort her.

“It's okay Fluttershy, we have each other, we will get through this together. Let's do this for Dashie okay?” Twilight's words quelled Fluttershy's incessant shivering, but failed to rest her fears completely.

Gregory looked out towards the factory. How was it that a factory even remained on clouds? This world really puzzled him: talking ponies, magical spells, and a factory built on clouds. Just that would have been enough to make him go crazy, but on top of it all, one of those same talking ponies had gone mad and plunged his own world, and multiple others, into total darkness. Pondering on all of this, he wondered if he too would lose his sanity from being in this situation for too long. Twilight nudged into his arm once she noticed him staring into the distance.

“Gregory? You okay?” She asked him, showing concern for her traveling companion.

“Yeah...just thinking, is all.” He replied to her, returning her worried look with a smile.

“If you wanna rest before we go, just tell me, and we can stop.” She told him.

“Nah, it's fine, I can keep going on.” He insisted.

“Alrighty then.” She knew that he was a bit stressed out, but then again, so was she. So was Fluttershy. So she hid her concern, hoping to bring it up at a later time, and hid away her own emotions as best she could. “If that's all settled then, let's make our way across that bridge.”

Twilight pointed a hoof towards a white marble bridge off in the distance. It connected from the cloud they were on all the way to the cloud that the actual factory sat upon. Trotting forwards, Twilight led the way, tailed slowly by an injured Gregory, and lastly by a frightened Fluttershy. She was still clinging on to her cleaver for protection, keeping it close to her side. Her fears were not aided by the fact that jet black clouds congested the sky completely, blocking most of their view. Only the constant lightning guided them, marking their path in a vehement flash. Eventually, Twilight could feel her hooves clopping on to the marble. She let out a sigh of relief, happy to feel hard ground. Despite that, the closer they got to the factory, the more dark and foreboding it became. An aura wrapped the area around it, similar to the aura they experienced when inside the hospital. It was heavy, thick, and within it, a cold hand of fright started to grip their bodies. Whatever was inside waiting for them, was much more sinister than anything they had encountered up to this point.

“I have a bad feeling about this...” Gregory whispered, shaking as he continued to follow behind the two fillies.

“Same here... it's like my mind is screaming to run away... but my heart keeps telling me to go in...” Twilight replied softly.

Fluttershy was too scared to add anything to the conversation, though she was slowly twitching into her 'shell-like' personality. The closer they got, the more she began heaving and scowling. Twilight and Gregory, albeit disturbed by her two-faced problem, were too distracted by the intimidating factory. Halfway across the bridge, the factory already seemed to tower over them. Not just the main building, but the many opened platform-like towers, and other facilities connected by stairs. It was a solemn maze, and coupled with the dark sky, it seemed bound to lead them right into the jaws of death. The soft clopping of the two fillies hooves trailed through Gregory's head, and melded with his fear. He found himself phasing in and out of reality, terror was rippling through his body like a torrent of frozen daggers. Shivering intensely, he stopped for a second, falling to his knees. That sharpness, as he soon remembered, wasn't just fear. Gripping one of his legs, he was reminded of his previous wound.

“Aghh... god damn leg...” He sputtered, pissed off that now of all times his leg would start to hurt.

“Are you alright?! Let me see your leg!” Twilight rushed to his side, instantly looking his wound.

“I'm fine...probably just over-worked it a bit.” he responded, trying to reassure the worried filly.

“Are you sure? We should rest for a minute..” She told him.

“No... let's keep going. I don't think it would be safe out here anyways. I will be fine.” he replied, wanting her not to worry about him right now. Finding out whether or not her friend was here is more important... he assured himself.

Getting up on to his legs again, he gritted his teeth at the expected pain. Looking at Twilight, who returned his look with honest concern, he bit his lip walking through the pain. She was speculative about his wound still, but being as he was deciding to soldier it out, she resumed trotting towards the factory. A fowl wind blew against their sides upon reaching the end of the bridge and stepping on to more clouds. The entrance to the rainbow factory was merely a few feet away from them now. Twilight gulped a bit, stopping once more, and looking upwards at the towering structure. When her gaze returned back down to the door, she noticed something peculiar, though she had half-expected it. The door was cracked open a bit, and although many assumptions entered her mind, she could only focus on one: someone else was already here. That horrifying sensation forced her heart into her throat, and though she didn't typically produce theories based on gut feeling, the open door before her was the blatant red flag.

“Looks like we're not alone here...” Twilight told them, creeping up towards the front door.

“Yes.. The door is cracked open. Not gonna lie.... I'm not too keen on finding out what might be in there...” Gregory admitted, looking from Twilight and then back over to the twitching Fluttershy.

“Fluttershy, it's going to be okay. I won't let anything happen to you okay?” Twilight wanted to calm the frightened filly.

“.....Yeah.... bucking right.... ---- oh my gosh i'm sorry Twilight.... --- no I'm bucking not.... --- Hey you listen here..... don't talk to my friend like that!....--- hehehehe... shut the buck up and let me out..... --- I'm so sorry Twilight... I can't seem to make it stay inside...” Fluttershy was locked in a conflict with her own mind, arguing with her other side in a struggle for dominance.

“Just try to focus on not relying on your other side... remember you have friends here.” Twilight reassured her, but the twitching filly was still feuding with her self.

“Don't worry about it Twilight.... I ---- WILL BE BUCKING --- alright....” Fluttershy switched in and out between the melding sides.

With a sigh Twilight realized she would just have to deal with it. Gregory wasn't much help either, he wasn't a psychiatrist.

“Let's just move inside. Her shell doesn't seem to want to harm us, so we can rest assured she won't stab us in the back... that is what I am hoping for at the least.” Gregory stated.

“I wouldn't... do such a ----- hehehehe wonderful idea! ---- no!... you won't be harming any of my friends!... --- Spoil sport... just one stab! It will be fun I promise! --- I said no!...” When Fluttershy spoke in that forceful tone of her's, her other side felt a weight being pressed on her. It wasn't enough to keep her down, but a point had been understood now. Fluttershy's friends were off limits. “Tch...whatever... I don't give a flying feather about your friends alright?!... but I'm killing something in this god awful place.... --- I'm sorry Twilight... she just won't go away...”

“Don't worry about it Fluttershy, we are gonna support you through it. Let's move inside for the time being though.” Twilight nuzzled Fluttershy while she was still sane for a good few seconds, and the yellow pegasus returned her nuzzle, seemingly anchored back to reality with the comforting gesture. However, once they separated, her eye twitched ever so briefly. The group then went inside, Twilight's hoof pushing against the already slightly opened metallic door. Upon entering the building, they could see nothing. A wave of blackness blocked their vision completely, and even though the rumbling lightning from outside only illuminated a small section of the room, it merely revealed scattered debris and rubble on the ground. When the entire group had stepped in, a gust of wind pulled the door shut behind them, and a loud noise echoed throughout the facility. A feeling of dread washed over them, knowing that their element of surprise was most likely gone now. Fearing the worst, Fluttershy, Gregory, and Twilight huddled in a corner, silently awaiting for anything to happen. Not a single one of them dared to speak, scared that something was now out there scouting out the area. After a good ten minutes, Twilight decided it was safe to explore.

“Stay close to my side guys.” She said lighting up her horn with a magically bright aura.

The room lit up a little more so than what the lightning had lit up earlier. Inside were many many large pools, with old batches of liquid in them--one of the many mixing pools that rainbows would be filtered into. These pools were scattered about in even proportions in the center of the room, to the left and right sides, were large machines with many dials and buttons. Judging from the plethora of cobwebs that covered them now, they hadn't been operational for a while. Further along each side of the room was a set of metal stairs, with each step being grated. Both of these stairs came straight up to a platform, which was also grated. On the back wall, at the same level as this platform, their were doors leading to other areas of the factory. Above the center of the room, connected to the platform was a strip of more grated metal, and upon discovering this, they also realized that their were large, cylindrical, metallic vats, reaching easily to just a few inches below the platform's level. These vats were positioned on the left and right side of the strip above them, and for every two, there were three small pools that circled around them. Upon closer inspection, Twilight saw many pipes, connecting in a multitude of directions. Some connected to the computers, some connected to the larger cylinders, and some pipes even left the room altogether, traveling to some other part of the factory. The sides of the same entrance they had entered in through, contained old fountains, fixed to the wall. The fountain had three level's of basins attached to it, the first basin near the floor being the largest, and the one on top being the smallest.

Trotting towards one of the pools of liquid, she stopped at it's rim. A bronze metal trimming wrapped around the edge, and inside that pool the faded colors of a rainbow liquid sat still and unmoving. She actually remembered when Rainbow Dash invited her on a tour of the factory. Fond memories passed through her mind, forcing a sheepish yet nostalgic smile onto her face. One particular memory was of Pinkie Pie in this place, she had stuck a hoof into the liquid and tried tasting it. It wasn't the best idea she had that day, though after appearing to be okay, they all shared in a chuckle after it had happened. Lost in her thoughts, Gregory nudged her a bit and she snapped back into the cold harsh reality.

“Are you alright Twilight?” He asked, it now being his turn to have a look of concern on his face.

“Just... reminiscing...” She replied, trotting slowly towards the computers, looking for any clues.

Gregory thought her voice sounded a bit sad. Perhaps her memories were of happier times, he thought. Though, since he didn't have enough information to bring it up, he kept quiet, not only that, but now wouldn't be the time or place for discussion. Twilight wasn't even putting forth maximum effort in her search, she just seemed lost down memory lane. Fluttershy placed a hoof on her shoulder, and she gave her a friend a relaxing look.

“It's okay. We will find our friends, and help them. Somehow... I know we will, so don't be sad Twilight.” Fluttershy whispered to her, and Twilight smiled in response.

“Thanks Fluttershy.” Twilight hugged her friend, and then lead the way towards the stairs.

Moving around some rubble, her face began to get more serious. Despite the words of her friend being small and not very bountiful, she still felt a small boost of determination fill her up. Somehow fear was dissolving away, nevertheless, the fact still remained that they were inside a pitch black, rundown facility, with which possibly had some other guests besides themselves. As soon as she readied herself to place a hoof on to the first grated step of the stairs, an echoing sound caused her to take a shuddering step back. Fluttershy and Gregory also had a jump scare of some sort. Huddled behind Twilight, they cowered, listening as the echo of somepony's voice trailed to their location. Twilight and Fluttershy recognized it instantly. The purple pony found herself hesitating now too, how was she to face her friend? She asked herself this question, even though she talked big about bringing her down and stopping her, Twilight was unsure if she could actually do it. It wasn't until a few seconds later, when she realized that only she could do it, that she managed to muster up whatever courage and determination she had left.

She started to move again. Following her every movement closely, Gregory never left his position from behind her. Fluttershy, on the other hand, had succumbed to her shell, and was now under it's protective control right now. The yellow pegasus didn't make any sounds, instead simply tightening her grip around her butcher knife. With each step they took, the rate of their hearts began to rise. They all knew some of what Pinkie was already capable of, and yet there remained so much they didn't know—so much they couldn't know. Pinkie Pie was random, completely spontaneous, and now, a threat beyond words. She was impossible to predict.
When they reached the top of the second floor platform, they scanned the area. Locating two entrances, Twilight consulted with them.

“Which one should we-----” She was interrupted by another shrill echo.

“Oh TWIIIIILLIIIIGGGHHHT I know you're INNNNNNNN Theeeerrrre!” Pinkie's familiar voice rang from deep within the rainbow factory.

And left it is.

Twilight's hooves trotting towards the entrance on the left. Following her friend's voice, she slipped into the darkness with the other two. Twilight's fur was starting to tingle, her body covered in a cold sweat. Her breathing was becoming shallow, and her head was pounding. Blood rushed through her like a raging river and her heart pumped wildly. With each step she took down that hall, the colder and more tightly fear's grip held her. A limping Gregory was also suffering this same hysteria, while “Fluttershy” remained entirely unfazed.

When she opened the door to the hallway, a gas hissed out, thick and suffocating. The hallway was long and plain, having a floor consisting of solid metal plates. Pipping lined the walls in a vertical orientation, and the ceilings had broken light fixtures hanging from them. An aura, filled with horror, swelled by the second. The further they sprinted, the more the gap between them...and whatever was chasing them...began to close. Twilight squinted a bit, straining her magic more to light up the area more clearly. When she did that the door on the other side opened up with a loud sound, forcing them to stop dead in their tracks.

Nothing. Not a single soul was behind the door.

“God damn it.... I'm going to die of a heart attack before any of these shukakusha do me in...” He stated, frustrated at all the jump scares.

“I know what you mean.” Twilight responded softly, still trying to shake off the sudden shock.

She only managed to begin moving again once her heart rate had dropped some. The others followed her as well. Entering the newly discovered area, they saw that they were in a large room. Twilight took the opportunity to scan the area. Around them were many experimenting tables, and chemical sets. In the back were shelves that contained various things ranging from vials, to books, and even oddities like ponies' skulls and hearts. Rustling could be heard in the distant back as well. Chains rattled around, and a being loudly let it's breath out. She was startled by this. Gulping she stepped to the back, heading to the source of the sound. When she got close enough, somepony's voice suddenly broke the silence of the darkness.

“So glad you could finally join us for our reunion.... Twilight... Fluttershy...” The voice stated with a giggle-snort.

“Pinkie? Is that you?!” Twilight called out, not being able to locate the voice. Hesitantly, she moved closer to the back. Her light soon became useless as the room was lit up by the lights above.
Twilight gasped in shock at what she soon saw. Gregory was even surprised, despite not being that knowledgeable about the ponies of Equestria. Fluttershy's soft side came out, and let out a very shrill and saddened whine. Close to the back center wall, Rainbow Dash's zombified body was chained up. Her flesh was a grayed-out shade of blue, her eyes were black, hollow, and appeared to have dried up blood trailing from them. Her mane was mangled and completely ruined, likewise faded in color. Struggling in her shackles, she growled and let out unintelligible noises.

What shocked them more than anything though, was Pinkie Pie. She stood right beside Rainbow Dash, her smile wide on her face, half of which was overshadowed by her straightened mane. Her eyes screamed of sorrow and anguish, juxtaposed to her impossible smile. Occasionally she would giggle-snort, excited to see her old friends. Despite the descent into madness she had taken, she took care of her self. Her fur was groomed, and free of dirt or grime, and aside from her overpowering aura of bloodlust, she looked fine. Twilight knew Pinkie Pie, or at least she thought she did, and yet, now, she couldn't even conjure any words. She was speechless. One among her closest friends was standing right there, and even overpowered by a wave of emotions, her mouth remained silent.

“Whats the matter Twilight? Not even going to say hi? Silly Filly! It's me Pinkamena!” Pinkie stated calmly, unlike her past cheerful self that she knew her friend remembered her by.

“Pinkamena?...” Twilight wondered. “When did you start going by that?...”

“That's my full name! Oh, perhaps you didn't know that. Some friend you are!” Pinkamena replied, having a bi-polar moment. “Though, since this is a reunion, I won't be too cross with you.”

“Pinkie!” Twilight's mind was throbbing right now, so many things she wanted to say to the filly standing before her right now. “Why?.... Why are you doing this...?”

“Hmm? I have always been like this, Twilight. I'm surprised someone like you didn't realize it. A filly always exuding such never ending amounts of happiness? Didn't that seem odd to you? No? Maybe you aren't as intelligent as I had perceived you to be.” Pinkamena never broke her empty gaze with her friend.

“What?!” That shocked Twilight. Not just the insult, but the very fact that Pinkamena was like this for as long as they had been friends? She couldn't believe that. It just didn't make sense.

“Yes, That is probably hard to swallow, my dear Twilight. It was all an act, just a cloak to hide my real self. Nopony would ever accept the real me anyway.” Pinkamena displayed a briefly glazed look of sadness in her eyes, but it was gone in an instant. She then moved over to Rainbow Dash, and rubbed a hoof close to the zombie pony's cheek. “Thats all in the past now however, right my Dashie?”

Twilight was infuriated by the sight of this. Pushing the other revelation to the side, her mind was now focused on an even more important question.

“Pinkie.... Why did you kill Rainbow Dash....” Asking was hard, she was already on the verge of tears.

“Dashie... Oh Dashie.... My bestest friend Dashie... Why did I kill her you ask?.... I killed her... because I wanted too!” Pinkamena replied, sadistically cackling afterwards.

“Just... cause you.... wanted to?! Are you mad??! You just said she was your bestest friend, what kind of friend would kill their best friend!!” What Pinkamena said before was the last straw. The strength she had forced before broke down completely as Twilight openly cried for their impossible situation. “How could you kill her?!!! What could possibly make you want to kill your best friend!!!”

“You silly filly, what good will your constant interrogation do? It won't bring her back if that is what you are thinking. Though, perhaps I can humor you for a bit longer.” Pinkamena giggled more. “You see, I had been making cupcakes with many ponies of Ponyville for quite some time, I would just pull a number from a hat, and whoever's number came up, I baked cupcakes with next. Rainbow Dash's number came up, and well, I couldn't make an exception just cause she was my friend. Rules are rules. So I made cupcakes with her, just like all the rest. Still, she was special, and I loved her with all my heart. I designed a method with which to preserve her. What you see before you right now is merely an upgraded method.”

“That... still doesn't explain WHY!” Twilight's voice cracked as she shrieked.

Fluttershy had walked over to Twlight, and was standing beside her now. Backing her friend up, she growled at Pinkamena.

“HehehehehHAHAHAHAHA.... I don't need a bucking reason... I don't have to explain myself to you. I have no reason and that is all you need to know!!” Pinkamena said the tones of her voice reaching peaks of insanity for just a split second. “Thats enough catching up though.... Rainbow Dash is getting uneasy. She needs some exercise.....”

Pinkamena's face contorted a smile of the widest variety, eclipsing her previous expression. It pierced Twilight's mind, who was now trembling in fear. It threatened to consume her very soul, and she was already on the verge of breaking down completely.

“Rukia, Amy. Unleash her from her bindings.” She said.

Two people appeared from out of the shadows and approached Rainbow Dash. With keys in hand, they started to unshackle the bound zombie pony. While they did this she started growling uncontrollably. Flesh was nearby, and she was hungry. Trying to snap at Rukia and Amy, she met with failure, as the two were able to undo her bindings, and dodge her at the same time. A powerful thud indicated the pegasus was free. Gazing in the direction of the three intruders, it once again growled. Rainbow Dash may have been their friend before, but right now, she looked like she wouldn't hesitate to kill them if she caught them. Twilight realized this, and suddenly her instincts were catching up to her. She needed to run. They all needed to run. Now!