Spike looked around the factory of cloudsdale in awe as his mother, princess Celestia, smiled at the young dragon's curiosity and childish awe.

'It was a great idea after all..." Celestia thought as she remembered how they came to cloudsdale to get a look at the systems and see how the climate worked.

"Woah, this place is awesome." commented Spike as he and Celestia walked through the place.

"Indeed it is Spike." replied Celestia.

"Princess Celestia!" A pegasus came nearby. "It would be an honor if you would come and see how our cloud making computer works!"

But while Celestia was speaking with the pegasus, little Spike got curious and saw some chariots nearby.

"Cool." grinned Spike walking over to them to get a closer look. But what he didn't know was he was going down a hallway much more darker than the previous ones.

But then Spike accidentally tripped and ended up stuck in the closest chariot, which happened to be one that was damaged and worked without pegasus as it headed towards a far away factory.

Once he felt the chariot stop moving, he pulled himself up and saw he is front of a different factory than before.

"W-what is this place?" Wondered Spike, who suddenly felt afraid.

Against his better judgement, his curiosity got the better of him and he found himself walking up to the factory and found the doors were locked.

"Hmm." Spike stood back and used his fire breath to melt the lock on the door and carefully made his way inside.

"HALT!" Said a pegasus guard before Spike was surrounded by the guards. "What are you doing there?!"

"I-I don't know! I got lost and-" Spike tried to say but the pegasus's glare made him shut up.

"Likely story, just wait until the boss comes here." Growled one of the guards.

Spike gulped in fear as the head guard put handcuffs on him and began to lead the way to their boss. On the way, Spike could hear moans of pain and terror as he passed several doors.

Soon they stopped at a door and entered inside a rather decent looking office area.

"I heard that some fool managed to come in, so where is he?" Spike froze up after hearing that familiar voice and soon saw somepony he didn't expect to appear there.

"R-rainbow Dash?!"

Dash's eyes widened at seeing the familiar dragon. "Spike? What are YOU doing HERE?" asked Rainbow with narrow eyes.

"W-well, I got lost during a tour with mo-princess Celestia around cloudsdale and after dropping in a damaged chariot, I ended here...anyway, what are you doing here?" Explained Spike before asking at the end.

Rainbow knew telling young Spike her dark secret would be bad, so she steeled herself before getting up. "Simple. I work here. And since your a friend, I'll show you around." responded Rainbow walking out of the office with Spike in tow.

"A-alright then..." Spike knew there was more than what Rainbow Dash said, but even so he hoped that she would tell him eventually.

"So what you know about rainbows, Spike?" Dash asked.

"Well, I know they're colorful." replied Spike getting Dash to shake her head with a smile. "And I know the factories up here help make them."

"Well..." Spike began "There's long been rumors as to how, exactly, rainbows are made in Equestria. While a great amount of Pegasi ponies are employed in the Rainbow department of the weather factory, almost all of them do the low-end work. What's know is that great streams of Spectra, the individual colours of the rainbow, flow through large grates and into vast vats. From there, workers carefully and equally mix the spectra into the coagulated rainbow pools that dot and run through the factory and surrounding city. Next, that mixture is pumped to the floor below, where other employees atomize it and store it until the active weather Pegasi deploy it in field. However, no one knows how individual Spectra is made. Supplies are never seen being brought in, leaving not even a clue what goes into a rainbow. Tourists, when visiting the factory, are treated to an extremely foreboding and plain wall, with massive solid doors baring entry to anypony at any time. While most of the facility's various signs and architecture is bubbly and welcoming, the Rainbow Factory's upper floor was protected by harsh imagery of potential hazards and death, and the cloud wall was made not out of the clean white of the rest of the city, but of a black, quietly thundering fog. A lot of theories were proposed; Dark magic from captured unicorns, chemicals and environmental hazards that no sane pony would tolerate, and even thoughts of another unknown sister of Celestia's, destined to create the Spectra instead of raise a sun or moon. So what is it then?"

But before Rainbow Dash could answer, another voice said "None of them could be farther than the truth, young man..." Said a red manned Pegasus with black and red hair wearing a lab coat.

"Who are you?" asked Spike.

"My name is Atmosphere young drake, and you really shouldn't be here." he replied with narrowed eyes.

"Leave him alone Atmosphere, he ended up here by mistake and I'll get him out as soon as I can." Replied Dash with narrowed eyes.

"Hmm...alright then, but you better be careful lest the higher ups find about this..." Atmosphere warned before going away.

"Rainbow Dash, what's he talking about?" asked Spike starting to get that bad feeling from before.

"...Nothing important..." Dash answered.

"Dash. What. Is. Going. On." asked Spike trying to hear the truth.

Dash tried to find a way out, but eventually relented and decided to tell him the truth before something nasty happened.

"Fine Spike. You want to know what's going on? Follow me." replied Dash turning around and leading them to a steel door.

"This is what we do, Spike." replied Dash opening the door.

Spike's mind halted upon noticing the weird, scary and cold machine that was on the room and the blood that went from it.

"W-W-What is t-that?" asked Spike pointing a shaking claw at the machine. "And what's with the b-b-blood?"

"That's..." Began Rainbow Dash darkly. "Where the smegma needed to make rainbows are made..."

"But, the blood." gestured Spike to all of it on the floor.

"Last chance to back out..." Dash pleaded.

"Just tell me." relented Spike.

"...Fine, but what I will tell you must NEVER come out from here..." Dash warned, to which Spike nodded and thus she began to tell the truth about the factory.

Rainbow began to tell the secret of the factory. The smegma in the rainbows themselves were made out of pegasus, real live pegasus. The machine was made to grind them into the smegma needed to make the rainbows and had been active for a long time. And she was the one in charge of it all.

Spike was horrified by the end of the tale.

"W-why did you do this?!"

"It's the only way for rainbows to exist." replied Rainbow Dash with her features steeled. "So, now do you understand?"

She turned for an answer, but her eyes widened at seeing Spike was gone. "Spike?"

'WHY?! WHY, WHY, WHY?!' Was all that Spike thought as he went pale from the horrors that Rainbow Dash told him.

He was running on pure adrenaline as he didn't worry about where he was going, just getting out of this crazy place.

But in the end it was pointless as Dash quickly managed to catch him, showing once more why she was one of equestria's fastest flyers.

"I told you to keep it a secret, and instead you run off." frowned Rainbow Holding Spike up.

"D-don't blame me! How you expect somepony would react to what you said?!" Spike shot back in fear.

"...Touche..."

"But still, you haven't heard the whole story." replied Rainbow Dash.

"Oh yeah? What's that?" asked Spike.

Dash then told him that after she achieved her first sonic rainboom, the higher ups of cloudsdale put her in charge of the factory, to which she refused until they told her that "something" would happen to those she cared about, and eventually she was "conducted" into accepting their perfectionist look of a "perfect" cloudsdale.

"So, you're a victim?" asked Spike.

"You could say that..." Dash answered bitterly.

"But, why don't you talk to Princess Celestia?" asked Spike.

"You don't think I actually tried that?!" Dash yelled. "Everytime somepony tries to reveal the truth, they're either killed and even then if they survive, the factory moves somewhere else so that they can't be tracked and the higher ups cover everything!"

Spike shut up from that and felt conflicted on what to do for his friend.

"How sad Rainbow, and here we thought you had potential..." Said a familiar voice as Dr. Atmosphere and some guards arrived.

"You, this is all your fault!" yelled Spike pointing at them.

"Eh?" Rainbow Dash was surprised at what she heard.

"Hmm? How is this our fault?" Asked Atmosphere in a mocking tone.

"If you and the rest of the higher ups didn't put Rainbow through this hell, she wouldn't have to burden this pain!" yelled Spike whose eyes seemed to grow a slit in them.

'Spike' Dash thinked in astonishment.

"Hmph. You think that we did this just because we wanted to?" Atmosphere said darkly. "The reason why we do this is because of our nation's progress and reputation! And we can't have those failures that fail the flying exam ruin our reputation! Even more, Equestria needs the rainbows to survive, so even if you destroy this factory, you'll be seen as a traitor for dooming Equestria to an age without rainbows!"

"Then I'll deal with that head on. Times and history change, and your dark secret here ends. Now." replied Spike whose small frame seemed to grow slightly.

"I see, how amusing indeed...so what will you choose Dash?" Atmosphere turned the question to the rainbow-maned pegasus, confident that she would side with them.

Rainbow would normally side with Atmosphere considering the blood on her hoofs, but the fact Spike stood up for her, even after hearing what she did, made it harder for her to choose them and found herself going more towards Spike's side.

"Sorry doc...but I'm with Spike here. This must stop!" Said Dash in a determined tone as Spike smiled.

"I see. Well I'm sorry to hear that, but you two know far too much. We'll need to terminate you both." replied Atmosphere as the guards held up their spears.

But then some explosions were heard followed by the factory shaking and some scuffle was heard!

"W-what's happening, Dash?!" Spike shakily asked as he got close to the pegasus.

"I-I don't know..." She managed to say.

The wall next to all of them fell down to show Celestia with a gaze that showed past victories for her side as it bore the look of a war hero.

"P-princess Celestia?!" Dash and the other pegasus there gasped before Spike ran and hugged the alicorn!

"MOM!" Spike shouted happily, not noticing the shocked looks of everypony there except Celestia, who quickly hugged her son.

"Thank goodness you're alright Spike." Celestia held Spike close and narrowed her eyes at Atmosphere and the others. "Because I just found out some interesting things about this factory."

"R-really your majesty, what were they ?" Nervously asked Atmosphere.

"This entire factory was designed to make rainbows out of innocent ponies themselves. As of this moment, you all shall be arrested for crimes against Equestria.

That statement shocked everypony as Spike and Dash cheered and the royal guards began to arrest the scientists and pegasus.

While Celestia, Spike, and Dash watched the the pegasus get loaded onto special prisoner chariots, Celestia turned to Dash with narrow eyes.

"Rainbow Dash, what was your part in all this?"

Rainbow gulped before she felt a claw on her hoof and saw Spike smiling at her, making her more confident as she decided to tell Celestia the truth.

After hearing the whole explanation, Celestia's gaze held enough fury to make Nightmare Moon cower.

"Give me one good reason NOT to banish you." warned Celestia.

"PLEASE MOTHER! IT WASN'T HER ENTIRE FAULT! IT WAS THOSE HIGHER UPS THAT CORRUPTED HER!" Spike screamed as both females looked at him in shock.

Celestia gave Dash a stern gaze before replying. "You're lucky my son spoke up for you." replied Celestia heading back to her chariot.

"I know your majesty..." Dash replied before looking at Spike. "Why?"

"Why what?" Asked back the dragon.

"Why did you defend me?! After all I have done! J-just how can you STILL spoke for me?!" She cried at the end.

"Because that's what true friends do for each other, and no matter what happens, I'll be always loyal to you as you will be to Equestria..." Spike said with a smile, missing the blush on Dash's face before she smiled, and unknown to them, Celestia smiled as well before getting serious.

'I'll deal with her later, but now I'll take care of those so called higher ups...'

After closing the factory down, Rainbow had been put on trial and had been sent to confinement until she could be released.

But even so she was visited by Spike and her friends, the latter whom were shocked at first but eventually stood out for her, especially Fluttershy and Derpy, who also knew the horrors of the factory but weren't able to tell anypony.

Even more, the pegasus found out an alternate way to make rainbows thanks to unicorn magic, and while the process was slower, it was much better because it didn't required the lives of innocent pegasus.

Also Celestia condemned the higher ups responsible for the factory to death, showing that while she can be loving, even she had an limit. Afterwards, she put trusted pegasus as the new leaders.

After all that, Spike had begun to help Dash deal with the trauma she had gone through.

Luckily, with the help of their friends, specially Scootaloo and Fluttershy, Dash managed to recover from the trauma, and thus went back to be who she was, a proud flyer that wanted to join the wonderbolts.

And if that wasn't lucky enough, she and Spike got to spend a lot more time together. Their friends tease them of looking like a couple.

Next Chapter: spike and the mane-iac Estimated time remaining: 8 Hours, 37 Minutes