Sorry I haven't been updating much. Practice has me getting home around seven and by the time I do everything I need to, it's like nine-thirty ten o'clock and I can barely move, let alone type a decent chapter. I don't like football but it's a great way to get strong and get in shape so I do it. The spring season is stupid to me, two weeks, two scrimmages, no point to it what-so-ever. Game tomorrow so if I update it'll be pretty late, practice Mon-Thursday next week so no updates then either. Anyway, enough complaints, on to the story.

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Rarity stared at the grisly scene before her. She had been unable to look away. Pinkie stood over her, ready to force her to watch, but some unknown force kept drawing her eyes back. She watched in horror as her sister had been dissected while alive. "Sweetie Belle!" she screamed, trying to jump up and save the small unicorn. Her bonds held tight and she couldn't move more than a fraction of an inch.

Pinkie had already explained the situation to Rarity and even made her watch while she hid the keys deep in the three filly's bodies. She injected two large needles into Sweetie Belle, talking to Rarity the whole time. "This bluish green one here makes it so she can't move at all. It's like we hit her on the head only she's wiiiiide awake. And that red one keeps her nerves extra charged; it's like they had some of my triple coffee, sugar covered, double espresso protein bars."

Scootaloo finally found the key, not seeming to hear Rarity's cries as tears cascaded down her face. "Don't bother," said Pinkie tapping the glass, "soundproofed. It wouldn't do to let you interrupt. After all, you know how to win, that means if you told them you'd be cheating and nopony likes a cheater."

The twisted game continued. Scootaloo learned that the key to free her friends was inside her own body somewhere and she had just killed Sweetie Belle for nothing. She walked over to Applebloom and shoved the knife deep within her own orange stomach. "Free yourself and get away from here," Rarity heard through hidden speakers somewhere, "Avenge Sweetie Belle and everypony else. I've done what I can to make it up to her."

Pinkie turned to a nearby door. "That's my cue," she said with a little laugh. She emerged a moment later in what she had called 'The Gameroom'. "Hey Scootaloo," she said giggling, "wanna know something cool?"

The orange filly's eyes widened as Pinkie told her how she had just murdered her friend and committed suicide for nothing more than Pinkie's entertainment. She cried out, her eyes never completely leaving the pink mare. She mumbled something. Pinkie leaned in to hear better, but Scootaloo said it even quieter. As Pinkie leaned in very close, Scootaloo screamed, "I said go buck yourself!" Her head darted forward and she bit down tightly around Pinkie's ear.

Rarity watched the new dramatics unfold. She screamed as loud as she could, cheering on Scootaloo, but neither of the ponies in the room seemed to notice. One was too far gone and the other was… distracted. Rarity later decided this was a good thing. Pinkie had left the door open, so she knew the sound could easily be heard in the 'Gameroom' and she didn't think Pinkie would like it much if she cheered on her attacker.

Pinkie finally ripped the filly's head off of her hear and sent it flying through the huge wall of glass. The tempered glass seemed to explode more than break as the tiny orange and purple missile made contact. It shot through and smacked into Rarity. It fell into her lap and suddenly stopped. Pinkie stepped through the mountain of glittering glass shards and smiled at Rarity, her ear writhing and twitching as it reformed. "So," she said, advancing on the trapped unicorn, "see anything you liked?"

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

As the story we knew of sugar and spice.

But a rainbow's easy once you get to know it,

With the help of the magic of a pegasus device.

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"Where are we sister?" Luna was getting impatient. They had wandered these halls for hours, never seeming to go anywhere. Occasionally something would appear nearby, twin lamps glowing in the darkness, but as soon as the eager alicorns approached, the creature, sensing a dark fate perhaps, would turn and run and no amount of chase would yield results.

"Stop bothering me," Celestia said. Her teeth resumed chattering once she stopped talking, "we both know this place is strange. Though it does seem familiar."

The princesses pressed onwards, their bodies demanding satisfaction, demanding the pleasure they had been robbed of when sealed away to 'preserve the piece' and 'protect the innocence of the citizens' and other such horseapples.

"Buck this," Celestia said as yet another pair of eyes vanished. She sent a wave of magic out of her horn. The immediate area was completely cleared by the immense blue wave. The walls vanished in a large circle around the alicorn, the floor also disintegrated. Hundreds of beady red eyes stared at the two strange figures who had somehow removed their hiding places.

Luna flapped her wings and ascended next to her sister. A huge wave of darkness leapt from beneath the ruined floor. The strange creatures seemed twisted relics of the outside world and in their fury they ignored the offenders' strangeness. Their one thought was on revenge for destroying their lairs. Holes dug long before any of them had seen the light of day. Holes from when they could still stand the light of day.

A bright glare filled the hallway and huge crowds of black, nightmarish creatures were swept into the air just below the floating princesses. "This pleases us," Luna said, her voice growing momentarily deep, "we should be able to enjoy ourselves for a long time."

With twinkling eyes, the twin rulers began moving the shadowy masses closer to themselves, licking their lips in anticipation. The squeals of terror beat insensibly at the eardrums as the creatures filled their new purpose.

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Let's delve deeper into rainbow philosophy,

Far beyond that of Cloudsdale's mythology.

It's easy to misjudge that floating city,

With its alluring décor, and social psychology.

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"Fluttershy, I'm so sorry," Spike still insisted on making things up to his yellow friend. He hadn't known how she felt and was almost as devastated as she must have been when he found out. He was so glad he had a chance to try and make it up to her.

"I know Spike, and I know I asked you to come with me so that I could help you feel better about it, but um, I'm sorry, could you please stop apologizing. It's very sweet, but I know that you're sorry and you had no idea that I felt like that." The small pegasus tried smiling at Spike, but looked away quickly; afraid that if she watched him much longer she'd begin crying.

"Well," Spike said, looking around. He had no idea where they were. Everything out here was still being regrown from the huge fire. Most of it was nearing its old height, but it still had much work left to do. A small cabin floated out of the light of the setting sun ahead. It seemed odd, not the type of place somepony like Fluttershy would ever dare go near, but it was Fluttershy so he knew it must be perfectly safe. 'Who knows,' thought Spike, 'maybe she built it herself.' "What was it you wanted me to help you with."

"Oh, you'll see," Fluttershy said softly as they approached the dilapidated hut, small pink shutters moved slowly in the light wind. They creaked loudly, but Fluttershy continued on unfettered by her usual fear. "I promise you'll like it."

They entered through a small wooden door, its hinges were orange with rust and a small poof of dust rose just by breathing near the walls. "What is this place?" Spike asked looking around. He was surprised Fluttershy would ever willingly enter a place like this, let alone hide something here.

A large table dominated the small dirty space inside. New looking steel counters covered the back wall and the floor seemed to be painted a dark red-brown color. The floor was sticky and the room smelled awful.

Spike gagged as he felt the first wave of warm stench wash over him. Fluttershy inhaled deeply and gave a little sigh. "Good to be back," she said as Spike began dry-heaving. His sensitive dragon nose picked up the smell much more than anypony else could.

'Lucky me,' he thought as he found himself able to sort through the complex odors. He froze; several of the smells were easily identifiable. Wet fur, urine and vomit were very prominent. "Fluttershy," he said, realizing why the floor was this color and why it smelled so awful .He pulled at his feet and they came loose with a quick snapping sound. The blood didn't want to let him go. It was so old and so eager for a new arrival to add to its obviously great pool. "What exactly did you say this place was?"

A loud grinding sound echoed through the room and a huge red mass fell on top of Spike. It smelled awful and it stuck to his scales. A few spines on his back had punched through it, effectively sticking him to the strange object.

Fluttershy looked at him and lifted a hoof. He cringed and tried to look away, not wanting to see the coming pain. "I'm sorry Fluttershy, I swear I didn't know. I really do want to make it up to you." He continued babbling, his words becoming less and less coherent with every sentence. "Please don't do it!" He cried as he regained his breath.

Fluttershy stood watching him, a small smile crossing her face. "Oh Spikey, you cute little dragon." She approached and placed the upraised hoof gently on his face. Pulling it up, she placed her lips on his. She kissed him deeply, though not as intimately as Rarity was accustomed to. He tasted something sweet, almost like honey, but beneath it was a bitter taste, one that both made his bod cry out for more and his mind cry out for escape.

She remained in front of Spike, head lowered lips around his for a short time. She broke away and lifted a hoof again. She began to reach behind her and placed it on her tail, slowly sliding it downwards. "So Spike," she said as her hoof descended slowly, "you wanna have some real fun?"

Spike found himself nodding; the strange object and smells already forgotten. Fluttershy gave a little giggle at this. A very un-Fluttershy giggle; one that sounded very… Pinkie Pie. Her hoof stopped moving and her face seemed to tighten for a moment. Suddenly, with a slight purring noise, the skin split down a tiny seam, pulling off like a very close fitting robe. The pink mane and hair revealed themselves with a large bounce and a small spill of confetti.

"Hi Spike," she said moving forward. The smell of cotton candy wafted towards Spike and more warning began going off in his mind. He knew he was in great trouble here, but he couldn't get up, not with the heavy weight on his back.

Spike felt a trickle on the back of his neck. He reached up a claw and wiped up some of it. His claw came away bright red and smelled like copper. He began gagging again as Pinkie placed the pegasus hide onto the bloody object on Spike's back.

"See?" said Pinkie as she finished reassembling the pelt on its old body. "It's just like pin the tail on the donkey only its pin the skin on the Fluttershy."

Spike wiped his mouth, he could hold it in no longer and now a stinking pool of vomit spread before him. Bile continued trying to rise in his throat as he spoke. His voice was hoarse from the sheer pressure his stomach had shot out. "How- how could you? How could you kill Fluttershy? Did you kill everypony else too? Why? Why'd you do it Pinkie? I never did anything to you so why did you have to take everything from me?" A thought hit Spike like a load of bricks.

"Owlowiscious," he said, his voice growing faint, "at the library. Rarity a- and the girls: gone. Owlowiscious dead and-and you were upstairs." His eyes flared; their green seeming to spout fires. A glow could be seen on the floor before him. "WHAT DID YOU DO TO RARITY AND SWEETIE BELLE!" He began to get up, the corpse on his back slowed him down, but he found himself able to ignore it more and more until he was moving with a speed and strength even Rainbow Dash would have to be proud of.

'Rainbow Dash,' he thought. "RAINBOW DASH! YOU KILLED HER TOO DIDN'T YOU!" His scales seemed to ripple and he began shaking violently. His limbs shot out, extending to be dozens of hooves long. His voice deepened until it grew to an earth shaking volume. "I'll kill you for this!" Such icy hate had never appeared in his heart, but he accepted it with joy. Pinkie had taken everything and now she would pay.

"Spike," she said placing a hoof on his growing leg, "you may want to stop for a second before you do something you'll regret."

He kicked her away, she felt much heavier than she should have, but his increased strength and rage allowed him to ignore this. "The only thing I'll regret is telling the princess that you couldn't be the killer."

A grin appeared on Pinkie's face as she stepped back. "Oh, then surely you won't mind if I join in your fun then." Spike charged, his immense bulk shaking the ground with every thundering step. Just as a claw was about to come crashing down on the pink mare, something happened. The air around her seemed to ripple and she shot up, easily towering over him. Her mane and tail hung straight and she looked to be made of shadows. She caught his descending claw in one hoof and flipped him over. He spun through the air, blowing many trees apart in his desire to return to stable ground.

"What- what the hay are you?" he asked. He barely registered the fact that Fluttershy's boy had split as his anger made him grow. It fell off while he was in the air and he hoped he could find it later.

"It's simple," Pinkamena said, now back to her full power once she had freed herself from form constraints, "I am the new queen of the night."

She charged forward and wrapped her strange shadowy hooves around Spike's head. A black vapor rose from her body and huge bat wings sprouted from her shoulders. Giving a series of slow, powerful thrusts, she picked up the large dragon and began gaining height. She suddenly stopped and reversed them so they faced the ground. Their heads were level once more and she planted a kiss on the trapped dragon. "For luck," she whispered and began driving them towards the ground.

A huge flat chunk of granite protruded from the dirt, easily a mile across. Pinkamena dove straight towards this, dragging Spike along as the G-forces began pulling back at him. They struck with the force of a meteor, splitting the hard rock all the way through and Spike's head seemed to collapse. Pinkamena pulled back just enough in the last few seconds to keep him from being killed instantly. They had lots of games left to play and she wanted to make sure there were plenty of ponies around to play.

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But with all great things comes a great responsibility,

That of Cloudsdale's being weather stability.

'How,' you ask, 'are thy up to the task?'

To which the answer is in a simple facility.

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Rarity slowly regained consciousness. She couldn't remember blacking out, but at this point it seemed fairly obvious that she had. She looked around. A huge sewing machine filled much of the room before her. Its immense gears whirring as a huge needle shot up and down too rapidly to follow. Pinkie stood just behind her a smile on her face and her hooves behind her back; the very image of a parent after giving their foal a wonderful gift and is now awaiting the reaction.

Rarity saw that, rather than string, the machine had been threaded with a thick chain. It rattled as the bobbin spun, releasing length after length of the cold, unforgiving steel. "So," Pinkie said, rocking back and forth rapidly on her hooves, "ready for your party? I knew you'd love it. It's fashioned themed. 'That's so Rarity,' I thought when I was building it. And look, I even got to test it before you woke up!" She produced a strange object seemingly out of nowhere.

A strange cloth covered it. As soon as Rarity realized it was similar to the other 'fabrics' she'd seen Pinkie with lately, she decided to stop scrutinizing it. Pinkie pulled the cloth off with a flourish revealing three small heads. A chain had been driven through them repeatedly, binding them together and causing thick gray goop to spill out. Looks of horror seemed frozen in place on all three.

Rarity nearly fainted as she beheld the faces of Scootaloo, Sweetie Belle and Applebloom once more. Pinkie threw it to Rarity but, being tied up, she couldn't catch it. It struck her head and Sweetie Belle's horn plunged into her already damaged forhead with a sickening squirting noise. Blood spilled out onto Rarity's head as Pinkie stepped on a button on the floor. "Let the party begin," she said looking more serious than Rarity had ever seen her. The sound of more gears began and Rarity felt her chair give a huge lurch before beginning to slide smoothly towards the flashing spindle ahead.

Before long, Rarity was immediately below the path of the needle. It seemed to hold itself in place before crashing down. Rarity screamed. She knew no more.

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In the Rainbow Factory,

where your fears and horrors come true.

In the Rainbow Factory,

Where not a single soul gets through.

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Sorry about the rushed ending. I should've been asleep an hour and a half ago but I wanted to finish this. Provided I can get the time, I will upload more tomorrow. I should get a good amount of typing done over the weekend so you'll be entertained then.

Okay, the whole thing about getting everypony's OC's. That scene should happen either in the middle/end of the next chapter OR the start/middle of the chapter after that. So keep an eye out for it and make sure I have your character if you want in. I'm pretty sure I couldn't find a couple descriptions I was sent so here's what I have: Timefather64, Scorpdevil, Lightenupmyday and NowImTaken. If you sent me one and your name isn't there, smack me and resend the description. I have lots of convos now and it's hard to find specific things in the many text thingies.

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