It was dark by the time the trio reached the city of Cloudsdale. A brisk wind blew across the cloud brick streets as they wound their way through the darkened back streets of the slums. Ditzy shivered, both from cold and from fear. Her golden eyes searched every darkened corner and alleyway at least twice, ears twitching at the slightest sounds of litter being picked up in the winds.

"You okay?" Rainbow whispered to her.

"This is crazy," Ditzy whimpered through her teeth. "I should've stayed home with Dinky."

"You can turn around and leave now if you want," Phillip said from behind the two mares, his voice even.

Ditzy looked back, turning down the street behind her. The lights of central Cloudsdale shone in the dark of the night, beckoning to her as a flower calls to a honeybee, calling for her to turn and go home.

She turned and looked ahead, into the dark, twisting streets that faintly echoed with wind and clattering, about as inviting as the maw of a manticore.

Behind her was her daughter and safety. Before her was a nest of changelings holding her husband captive. Danger was before her. Uncertainty was behind her.

It took her five seconds to decide which was worse.

She took a deep breath and stepped forward. "Carrot Top can take care of Dinky," she said softly. "That is, if I..."

"Don't worry, you will," Rainbow cut in, patting her shoulder reassuringly with a smile. "Listen, you're braver than you think you are. It's why you came along here, and that's why you're going to go home safe, with Time Turner."

Ditzy took another breath and stood up straighter. "It's just like the bullies back in flight school," Rainbow continued. "Just stand tall and don't let 'em push you around."

Ditzy glared down the street. "Let's go." She turned, leading the other two down towards the infamous Rainbow Factory.

They turned a corner and there it was before them. Separated like an island from the residential buildings by a long street, the dark and ugly structure stood before them, black against the night sky, smokestacks reaching up towards the stars.

The Rainbow Factory. Where not a single soul comes through. The site of Cloudsdale's oldest and most repeated urban legend, a tale of how the weak and useless of Cloudsdale were weeded out and fed to the machines that made the rainbow liquid, their screams and wails and the crunching of their bones mixing with the groans and hisses of machinery.

They approached the wall, a solid brick construction with large, wrought-iron gates that declared "RAINBOW FACTORY" in letters set in an arch above the gates. The gates were chained and locked shut with an old padlock. A sign declared in big, bold letters, "CONDEMNED. KEEP OUT."

It hadn't kept out several would-be urban explorers, homeless vagrants in search of shelter, or groups of kids who'd heard too many ghost stories. It hadn't kept out the changelings. It wouldn't keep the three of them out either.

Rainbow immediately flew over the gates. Ditzy went to follow, but was stopped by Phillip's hoof on her shoulder.

"You didn't have to do this," he told her once last time.

"I will do whatever it takes to bring him home," she said firmly.

Phillip paused, biting his lip in concern. "Ditzy, listen. If this goes wrong, the best thing you can do is run. Just run away and get the Guard."

Ditzy nodded. "Okay." She flew over the wall, with Phillip climbing up after them. They made their way across the small courtyard up to the building, which loomed ominously over them. The walls were crumbling; disturbed by the wind, brick dust and mortar trickled down like several small waterfalls. Most of the windows were broken or so covered in dust that they were impossible to see through. Finding an open one on the first floor, they silently snuck through.

The interior of the Rainbow Factory was as dark as King Sombra's heart. Shadow-covered tanks and mechanical contraptions loomed out at them like threatening monsters. Every step on cold cloud-concrete floor kicked up clouds of rust and dust, releasing the stench of chemicals.

Phillip's ears twitched in every direction. "Voices," he whispered, tasting the stale air. Taking a small lamp out of his vest, he strapped it around his neck and turned it onto its lowest setting, allowing only the tiniest sliver of light through the lens. He led the way through the maze of ancient, rusty machinery, aided by the light from the lamp and the occasional moonbeams through the window, pausing frequently to listen. Rainbow and Ditzy followed silently behind. The voices ahead slowly became clearer.

"—I can p-pay!" a familiar voice called. "If you'll j-just release me..."

"We don't need money," a low buzzing voice replied. "We just need your love."

The three ponies pressed themselves against a conveyer belt and peeked around the corner. The scene before them was nothing short of horrific.

Patches of luminescent slime allowed them to see clearly. Five changelings stood in a circle, fangs and eyes gleaming in the low green light. In the center was Time Turner, trapped in a glowing green cocoon. He stared at his captors through the "window" of his prison, his fear clearly expressed by his wide eyes and trembling.

"Listen, my wife is no fool," Time Turner said, his voice shaking. "It's been 12 hours, 14 minutes and 48 seconds since I was abducted, so by now, I'm sure that Ditzy has noticed that I'm gone and alerted the authorities."

"Not if she's been fooled by our duplicate of you," a changeling replied. "Right now, your wife is probably asleep in bed, not knowing that her 'husband' is a fake, sucking her love away moment by moment!" The other changelings chuckled, their laughter like the chirping of a dozen crickets. Time Turner trembled in his cocoon, looking as though he might faint.

"Ditzy knows me," he protested, but with less confidence than before. "She—" His voice fell to silence as hopelessness consumed his being.

Phillip felt the energy from the mares next to him, both of them struggling to resist the urge to charge in and raised his hoof to hold them back. Already his mind was racing, attempting to determine the best method of approach.

Ditzy leaned forward, trying to get a better view of her husband, but to her shock, found herself getting a face-full of cobweb instead. Spitting, she backed up, shaking her head to try to get the cobweb off, but in her haste, she accidentally stepped on a beer bottle that a vagrant had left behind. Slipping, she stumbled back and fell against a large tank, which promptly fell over with an ear-shattering crash the echoed throughout the entire factory. Every changeling looked up at the noise.

Rainbow growled at the other pegasus. "Oops," Ditzy said weakly. "My bad."

The changelings flew over the conveyer belt, hissing in fury. "Ditzy, run!" Phillip shouted, immediately stunning one changeling with a boomerang to the forehead as he drew his baton. Rainbow tackled one changeling, but was seized from behind by another one and brought to the ground.

Ditzy hesitated for a moment, then she flew away as fast as her wings could carry her. But the darkness of the factory, combined with her already-impaired eyesight, made it impossible for her to determine which way she should go. She tried to go left, but wound up crashing into a large section of pipes. She felt her way along the pipes, but banged her head against a machine. She flew to the right, but didn't see the dangling chains in front of her until she got tangled into them.

After some struggling, she managed to get herself untangled and dropped down the ground, panting. But now what? She could barely see, and had no idea where the exit was.

But she listened, and she could hear the grunts, crashes and oaths of combat nearby. And she knew what she had to do.

Phillip blocked a strike from a changeling with his baton, grabbed it in a headlock and jumped backwards, slamming its head against the wall behind him. But before he could finish off the stunned attacker, another changeling hocked and spat a large glob of green slime at him, trapping his foreleg to the wall. He reached for his boomerang in his vest, but his other foreleg was trapped by another glob of slime. The other three changelings all leapt on Rainbow, pinning her to the floor.

"What should we do with them?" asked the changeling who'd trapped Phillip.

"Hold 'em for ransom, I say," said one of the changelings pinning Rainbow.

"Nah," said another, baring his fangs. "I say we feed."

Phillip caught Rainbow's eye, then looked up at Time Turner, who stared back in growing horror as he watched his one hope of rescue fail. He let out his breath in a low hiss. Looks like my luck's finally run out.

Meanwhile, Ditzy snuck up on the scene of the fight, hiding behind a tank next to the one she'd knocked over. In the dim light of the luminescent goop, she saw Phillip and Rainbow beaten, helpless. She saw Time Turner, struggling against his cocoon, his hopes fading. They needed her.

But what could she do? She was a mailmare, for Celestia's sake! How...?

Her eyes fell on the tank that had fallen over, then looked at the tank she was hiding behind. An idea suddenly struck her, one about as crazy as the time she'd tried to come up with powdered muffins. Retrieving the beer bottle she'd tripped over earlier, she placed it on the floor before her, then started running at it. She stepped on the bottle and tripped on it, stumbling forward and crashing into the tank. It began to creak and groan, its supports weakened by years of neglect. Very slowly, it began to tip over, its fall accelerating as gravity took hold.

The changelings, who were still trying to decide what to do with their captives, didn't see the danger coming until it was too late. When the ponies holding Rainbow loosened their hold in reaction to shock, she managed to zip out of danger in a rainbow blur.

CRASH!

When the dust cleared, all five changelings were pinned underneath the fallen tank, groaning. Rainbow looked at them, then looked at Ditzy in astonishment.

Derpy shrugged in reply. "I just don't know what went wrong."

Author's Notes:

This chapter took a while, but I think it was worth it to give Derpy her time to shine. Even if she did do it by being the lovable klutz we all know she is.