High above above the world, floating serenely among the clouds, there once was a beautiful town known to its inhabitants as Cloudsdale. Long ago, it was home to a factory that was responsible for all the wondrous weather in Equestria. Night and day the diligent denizens of this town would work hard, creating snow, rain, fog and beautiful rainbows. This was not to last, however, for with the coming of Twilight the seasons ended. The factory was in turn rendered almost inoperable, incapable of producing the gentle weather it had produced before. Rain, snow, and fog, where they existed at all, were now wild things. Cloudsdale became a dark, dreary place, its columns of cloud twisting into dark thunderheads constantly alive with lightning. To the east rays of sunlight barely kiss the clouds, while to the west pink and purple lights dance across the skies.

However, Cloudsdale did still have its use for one particular pony, as did its abandoned weather factory. The old, rusted doors opened wide once more after but a few decades, but where gentle rainbows had been made before now there were produced bolts of lightning, massive icicles, brutal tornadoes and razor sharp winds. In the deep blue sky, dark clouds pour from the flickering factory windows as acid rain and shards of ice fall from the sky. All this at the bidding of one pony. Why you might ask? Well, long before Twilight fell, preparations of a different sort would have been underway. This would have been a time of great sportsmanship and spectacle, when The Young Fliers Competition had been annually held. It was a competition to see who was the best, the fastest, most graceful flier in the Equestrian skies. Though the spectacle of the event was maintained, its purpose, sportsmanship, and very nature had dramatically changed. That was all thanks to the ruler of Cloudsdale, the right hand of the Twilight Queen, the dread Rainbow Death.

Her slaves work diligently making terrifying weather that can sow only death for her signature special event...

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“Fillies and Gentlecolts! Welcome, to the the ninety first annual RAINBOW DEATH RACE! That’s right, our beloved leader is proud to bring to you, her loyal subjects of Cloudsdale, the greatest competition ever conceived in Equestria! Right here in Cloudsdale’s very own Cloudosseum!” The announcer’s voice blared through the Colosseum, the stands filled with pegasus ponies who cheered loud and enthusiastically, as was required by law. Each section was flanked by large black pegasus pony wearing the purple and black garb of the Shadowbolts, Rainbow’s personal enforcers. They would see that any pony not cheering loudly enough would scream very loudly indeed. The Colosseum itself was aglow with new minted lightning that ran up and down the dark columns in darts and flashes. As a source of light it proves both decorative and functional, for it had the added benefit of roasting alive any who might dare defy the Shadowbolt’s edict.

“Lets all give a warm welcome to this years judges, the fabulous WONDERBOLTS!” In soared a troop of ponies in yellow and blue garb, goggles pulled firmly over their eyes as they soared over the Colosseum leaving a trail of thunderclouds in their wake. All save one, who instead left a burning rainbow trailing behind her. The cheering grew frantically loud at the site of those flaming colors. The second annual Rainbow Death Race had been held without an audience, as Rainbow had deemed the cheering to be too soft to bother with and killed each of the audience members as well as her Shadowbolts one by one. There were still stains on a few of the clouds from the horrible mess that had made. No one wanted to see a repeat of that, so even the hooded giants whistled and shouted. As the judges took their seats, the announcer turned to the dais of honor.

“This year we’re proud to bring you a special guest. The ruler of Equestria herself, the Queen of Twilight!” For the first time in years the Cloudosseum grew deathly quiet. No one had ever seen the Twilight Queen and lived to tell the tale, or so it was said. For some this seemed to be an amazing honor, for others it was a nightmare coming to life. All watched speechless as massive purple and green dragon burst through the clouds and towered over the Colosseum, gigantic black claws tearing deep into the fluffy edge of the building. He wasn’t even flying, he was simply that large, his sinuous neck curling down to hover over the dais. Cradled amongst the beasts curling horns was a form swathed in shadow streaming from mane and tail. As she stood, the crown of unicorn horns upon her head sparkled under the stars. Raw magic glowed in her eyes as she gently alighted upon the dais overlooking the racetrack as the dragon who had borne her disappeared back under the clouds. The Queen of Twilight was much larger than any pony any of the spectators had ever seen before, yet her body was twisted. Polished bone jutting from her flesh where her joints met. Glowing veins of energy arched from cracks in her flesh, the glow the most feverish around a gaping hole in her chest that pulsed rhythmically. Her wings were the most horrible of all, flayed flesh stretched tight between bat-like bones. Her every move was elegant and graceful but her appearance made a mockery of her poise. It was all many ponies could do not to throw up at the sight of her, while others simply trembled where they sat.

“Greetings all,” called the Queen, her voice soft and oddly musical, carrying easily through the building. A smile played over her dead features as she looked out over the crowd gripped in fear. “Let the race... Begin!” Habit overwhelmed fear and instinct, and the crowd cheered. Even the announcer had been shocked into silence by the Queen’s appearance, it took him a moment to recover enough to do his job.

“Ahem. Lets meet this years contestants! First up, hailing from Cloudsdale, the one and only original Wonderbolt to survive the ascension of our beloved leader, Spitfire!” As the crowd cheered, a small pegasus detached herself from the honor guard surrounding Rainbow Death. Unsmiling, she took her position at the starting line. What the announcer failed to mention was that each of the other former members of the Wonderbolt’s before Rainbow Death’s ascension had died competing in this race for her pleasure. That Spitfire had survived this long wasn’t luck, but a testament to her skill, a skill that Rainbow had put to the test every year since the races founding. She did not compete to win nor for fame or glory, though she was a favorite of Cloudsdale. She competed merely for survival.

“Next up, the eagle of the east, Icarus Leonhart!” The griffin was escorted by spear point to the starting line by two Shadowbolts. He was just a scout who had been captured flying too close to the city in the sky. No true athlete, though a soldier, many expected him to be among the first casualties in today’s race. He had been allowed to keep his armor, bronze chest plate and centurion helm, but that would do little to protect him from the perils of the race itself. Like many of those forced into the race, the griffin also wore an explosive iron collar around his neck. If at any time he was spotted by one of the race officials trying to flee or even simply straying too far off course, the collar would be detonated. Many competitors would end the race with a hundred points rewarded to them for their own suicides.

“And lets give it up for another fan favorite, the leader of the Shadowbolts, Madam Moonbolt!” Indeed the crowd did cheer loudly for her, though it was tempered by a few screams from those who did not cheer loudly enough. The vicious black pony with blue hair wore the garb of her regiment. However, where the others mark was a winged pony skull, hers was a lightning bolt created by two crescent moons. She had not always been the Shadowbolt’s leader but had moved up the ranks since coming to Cloudsdale. Some said she hailed from the distant frozen night lands while others claimed she was born from the underworld itself. Either way, she had a reputation for sadism that rivaled any true child of Twilight, and had become a special confident of Rainbow Death. She had won the eighty second Race not by coming in first, but by killing nearly every other competitor by the third lap. She hadn’t even bothered to cross the finish line that year.

The next competitor to take the field was met with waves of laughter instead of cheers. “Er... Our next contestant is an anonymous entry, originally of the City of Twilight formerly known as Ponyville.” The grey pony with googly yellow eyes and blond mane flew to the starting position and landed...facing the wrong way. Even the black hooded guards couldn’t help laughing at her as she waved to them, smiling the entire time. Was she truly so oblivious? What could possess a pony like her to enter this race?

“Next, a more familiar face, Melanchthon the Red, of the line of Moloch, the spear that screams for blood!” An old red dragon flew onto the field. Not quiet as large as the Twilight Queens familiar, this once mighty monster was now a beast with broken horns. Battered, burned, and missing scales in many places, he was a pet of sorts of Rainbow Death. He was forced to heat Cloudsdale’s chilly heights the rest of the year. It was said the smoke of his flames is what had blackened the cloudy columns of the city, the heat of which was necessary for the city to still be habitable in this Age of Twilight. He was trotted out for this race once every year for Rainbow's amusement, but he had never managed to win. It was no surprise he had survived so long as such a massive creature could never die easily. Having said that, he seemed to take no joy in this competition and barely bothered to defend himself, his many wounds evidence of his near-suicidal apathy.

A few more pegasus were introduced. Some were political prisoners, others young colts looking to make a name for themselves, while still others were merely in the race due to being the unfortunate ‘winners’ of a random lottery held the week before. They were all really just fodder for the other competitors to wrack up a score. Killing a fellow competitor was worth one hundred points, while an audience member was worth fifty, and any race officials a paltry five. You received a thousand points if you managed to take out a ground pony or unicorn and five hundred for any other intelligent creature. It had been decided you would receive one million points for taking out a foal, so many new mothers grieved if they were unfortunate enough to bare a child in the weeks leading up to the race.

“Finally, a last minute entry, the mysterious Racer T!” A cream colored pony landed somewhat clumsily, wings spread wide to balance as she landed at the starting line. She wore a long black cloak and an equally black helmet that concealed her features, visor secured tightly over her face. Her platinum gold mane spilled from her helm to drape over one shoulder. Covered in scars, the audience could only assume that she was some mercenary who had joined the race in an attempt to impress Rainbow Death enough to join the Wonderbolts or Shadowbolts. It was not unheard of for the winner to be offered a position in one of the groups as a reward for their prowess, depending on whether they had won due to speed or death toll. The occurrence was common enough that only Rainbow Death viewed this contestant with anything approaching excitement. Everypony else this year were either a familiar face or not worth remembering for her. This Racer T had potential.

“Correction,” boomed Rainbow Death’s voice as it carried easily through the Cloudosseum, “There is one more entrant. Me!” Everypony, the audience, announcer, judges, and Shadowbolts included, gasped in shock and surprise. This, however, was all an act. Rainbow Death competed in the race every year. That anyone else had managed to win was usually only because she grew bored and ended up spending more time killing off competitors or napping, to actually win. Rainbow Death took her position at the center of the starting line, blue flames licking up and down the skeletal pony and across her rainbow colored mane. Her skeletal wings spread, crackling with fire and magic, as she gave the signal to the Starter to begin the race. A green flag waved and the racers were off! All except the grey pegasus, who never saw the flag. She waited patiently at the starting line while the hooded guards howled with laughter. A few Wonderbolts, thinking the joke had probably gone on long enough, descended to the field and escorted the smiling pegasus pony away. She’d probably be given a horrible demeaning task as punishment for her ineptitude, but then she seemed the sort who was used to being given such tasks, and it seemed it would take quiet a lot to dampen her spirits.

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Meanwhile, the race was already well underway. The object was simple enough, after three laps a winner would be declared based on time of completion and kills scored. The course itself was the problem. The Cloudosseum was only a small part of the race and quiet possibly the safest, though the cloud walls were alive with arching bolts of lightning. The course, marked by race officials placed at quarter mile intervals, stretched down from the clouds and roared through the Whitetail Woods. After passing through the ruins of Fillydelphia, the racers would arch back, skirting over open fields and pastures until they hit the gaping hole in the ground that had once been Trottingham before finally climbing back into the sky and returning to Cloudsdale. All along the rout were obstacles, such as tornadoes, falling hail, and acid rains. On top of that were hazards specifically set up to be utilized to take out ones opponents, such as walls of razor sharp icicles, supercharged clouds of ball lightning, and banks of fog so thick as to choke any who entered them unwarily.

Most would not complete a single lap and already the contestants were dropping like flies as they soared through the Whitetail Woods. Many simply crashed into the gnarled, dead trees, one pony flying into a dark sentinel so fast she toppled the dead giant as she splattered herself against its bark. Of course Moonbolt was nearby and a race official was quick to give her the points for the kill when he saw her fly past smiling. As the leaders of the pack came up on Fillydelphia, the cocky Icarus Leonhart shot ahead of the others and climbed high into the sky, hoping to be lost in the clouds before anyone noticed him missing. The bright orange ball of fire that marked his collar being detonated and the cloud of singed feathers was a harsh reminder to all that they either ran the race or they died.

Soaring over open ground, a blast of fire from Melanchthon cleared the path in front of the dragon, melting a wall of sharpened icicles to pools of water as he passed. He did not bother flying at full speed and ignored any of the other racers around him. Racer T flew along side him, possibly thinking herself safe in the shadow of his wings. Rainbow Death herself, of course, was already far out ahead of everypony and the first to make it back to the Cloudosseum as the crowd cheered to appease her. She actually stopped and turned, waiting on the next closest pony to catch up to her. It was one of the ponies who had joined for personal glory, and Rainbow smiled as she watched him pour on an extra burst of speed to try and pass her. As he drew close, her grin seemed to widen, and blue flames poured from her gaping eye sockets. She reached out a hoof and touched him lightly as he flew passed, turning only to watch him plummet from the sky, wings flailing weakly on instinct only as his heart burst in his chest. So many of the young raced to meet death and Rainbow obliged each and every one that came close to her as the spectators were forced to cheer her murderous hijinx.

Many such ponies died in the second lap, some haphazardly flying into down pours of acid rain, the flesh melting from their bodies and feathers turning to smoke on their wings as they fell, screaming. Others were unfortunate enough to either fly too close to Moonbolt or Rainbow Death, and met with more colorful ends, such as being forced into lightning clouds and roasted or hurled into waiting walls of icicles and impaled. One sad pony had slowed to stay as far as he could from either pony, only to be sucked into one of the tornadoes that swept across the plains between Fillydelphia and Trottingham. At the start of the third lap, the leaders were Rainbow Death, followed by Spitfire, and Moonbolt in a distant third. Behind them came Melancthon at his slow, steady pace, a bit of frost rimming his horns where he had flown through a shower of freezing rain that had turned to steam with a burst of his fiery breath. Of the mysterious Racer T there was no sign. All of the other competitors were either dead, going to padding Moonbolt’s numbers, or had exited the race in a ball of flame when they strayed too far off course.

The struggle between the three pack leaders was a farce. Both Spitfire and Moonbolt knew that if they tried to pass Rainbow Dash now they’d be dead within inches of her. That didn’t mean that they could give up though, so they shared a private war between each other for second place. This wasn’t hard to fake as both ponies hated one another passionately. Spitfire detested the sadistic Moonbolt and viewed her as an upstart in Rainbow’s own image. Moonbolt just thought any pony over thirty should have a hot bolt of lightning sent through their intestines the shortest route possible. The captain of the Shadowbolts used every dirty trick she could and surged ahead, laughing gleefully as Spitfire had to slow to dodge thick bolts of black lightning pulsing from the thunderclouds she left in her wake.

As the racers came into the final stretch, Melanchthon suddenly roared challenge behind the dueling ponies. Both had forgotten the behemoth, expecting him to finish the race a leisurely last as always. Instead, with a burst of dragon fir,e the two were forced to make way or be burned to a crisp. Spitfire was the first to break off, Moonbolt merely banking to the right enough to let the beast pass, then matched the dragons speed. As he closed on Rainbow Death, he flipped head over tail and used his momentum to launch a smaller figure from his claws. The Cloudesseum suddenly erupted in genuine cheers for the first time in nearly a hundred years. Cloak streaming like darkness incarnate behind her, the helmeted Racer T hurtled passed the skeletal pony, wings tucked firmly behind her. Moonbolt watched this all, goggles steaming up in rage at this flagrant cheating! Using Melanchthon’s momentum, the scarred pony crossed the finish line mere seconds before Rainbow Death, but the victory was undeniable. The Colosseum shook with the sound of pounding hooves and cheers, lightning sending a shower of sparks flying through the air like fireworks. Racer T had won the race!

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In the winners circle Rainbow Death alighted, the blue flame that had made her a comet streaking across the sky shimmering and fading as she cantered over to the masked pony. Racer T backed away defensively. An attack came, not from Rainbow, but rather from a furious Moonbolt. The pony landed in a black cloud of lightning that erupted from her and streamed towards the masked pony. Racer T flipped over the magical barrage easily, using her wings to rise high into the air before countering with a rain of could steel as throwing knives pierced the air. The captain of the Shadowbolts dodged these as best she could but hadn’t expected her attack to miss its mark, let alone her prey to counterattack. Her suit ripped in several place and one knife buried itself deep into her flank. She screamed...it was the first time anyone had ever seen Moonbolt bleed. “Enough! The race is over. It would seem congratulations are in order.” spoke Rainbow Death in leaden tones. She pawed at the clouds as the enigmatic masked racer landed. The judges tallied up their scores and measured them against their times, then handed the results to the announcer.

“What a race, eh folks!? The results are in and in first place we have Racer T, followed by her grace Rainbow Death in second, Moonbolt in third, Melanchthon in fourth, and Spitfire in a distant fifth! All other races are either dead or otherwise disqualified!” The crowd cheered even louder! “However, taking into account each ponies individual scores, we have Rainbow Death in first with twenty thousand points, Moonbolt in second with three thousand two hundred and fifty five points, and our other racers tied for third each with a score of zero points. That means this years winner is your favorite leader of Cloudsdale and mine, Rainbow Death!” The Cloudosseum grew quiet, only to burst into screams and hesitant cheers seconds later as the skeletal pony glared at the crowd. She turned to the only racer to get passed her that day and survived, “Congratulations for me, then. You did good kid, but you’re not in my league. Tell you what though, your a pretty clever pony... How would you like to be a Wonderbolt?”

Her voice muffled by her helm, the racer in black replied, “No. I think I’d like to be a Shadowbolt.” The skeletal pony looked surprised. “In fact, I would rather like to take her job.” said Racer T gesturing to Moonbolt. The injured pony glared at her and was about to say something nasty when a sound just on the edge of hearing silenced her. It started as a low rasping, like wind through pine trees. It slowly grew, louder and louder until it filled the Colosseum. Rainbow Death was laughing, “That’s totally awesome! Way to go kid! Go big or go home, am I right!?” Nopony knew what to do. No one had ever seen Rainbow Death laugh like this before. “How about this? You work as Moonbolt’s second in command, and if you can kill her in the next three days the jobs yours!” The masked pony seemed to consider this, then nodded. “As good as done.”

“A most intriguing decision,” this from the Twilight Queen who had watched the entirety of the race play out with barely concealed apathy. It was only the last few moments of the race that she had watched somewhat attentively. “I look forward with great interest to finding out how you fair my dear.” The undead pony spread her skeletal wings and rose into the star strewn heavens. Rainbow Death rose to meet her, Spitfire and the injured Moonbolt flanking her on her right and left respectively. Moonbolt glared over her shoulder, knife still wedged firmly in her flanks. She ripped it out with her teeth in one go and threw it at Racer T’s face. It passed right through the right slot of the racers helmet and the Shadowbolt smiled sadistically as it stuck there. Racer T lifted up one hoof and extracted the blade without making a sound or showing a trace of pain. “Oh with great interested indeed...” murmured the Twilight Queen as she left the Colosseum.

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Melanchthon had been guided back to his cell in the lowest levels of Cloudsdale. Shackled there with electrified chains that compelled him to breath his life's flame into the city, the dragon grumbled with each shock. A tiny figure appeared on the catwalk next to his hanging prison. “Thank you Melanchthon, I couldn’t have done it without you.” It was the masked racer, only she had lifted her visor. A single blue eye shown with something like regret as she beheld the leviathan’s predicament. He roared as a particularly strong bolt of lightning arched down his chains, flame forced in a massive pulse into the clouds above.

“Grrr... Just keep your end of the bargain my little pony. Just do that and this will all be worth it.” Theia nodded, pushing the visor on Scootaloo’s helm back down over her face. She left Cloudsdale’s makeshift furnace and went back to her quarters in the cloud palace. This structure was relatively new compared to some of the others in Cloudsdale, a sweeping castle in the sky composed of angry black thunderheads. Rainbow Death’s personal residence and the barracks of the Shadowbolt’s, most of the other residents of the city referred to this place as the Black Rainbow. It towered so high it seemed to curve back in on itself in an arch that stretched over the entire city. Theia, or rather Racer T, had been allotted quarters larger than she had ever seen in her life. A miniature mansion in itself, it seemed to her, her room came fully stocked with bed, hot tub, and a closet full of cloths. Sadly they were all the same uniform of a member of the Shadowbolt’s.

Theia wriggled out of her traveling cloak, removed Scootaloo’s helmet, and unwrapped the bandage she had worn over her empty right eye socket. She’d need to tear up one of the flight suits for new bandages as the Captain Shadowbolt’s attempt to put the knife through her brain had merely managed to punch a hole in the thick bandage. She was fortunate the hilt of the throwing knife was wider than the eye slits in Scootaloo’s helm. Squeezing into the skin tight flight suit was hard, but once she had it on and the goggles in place she looked like a completely different pony, the mark on her flank hidden beneath a winged pony skull. She looked at herself in a floor length mirror, grimacing at what she saw, lifting the goggles to rest on the stub of her horn to have a better look. She had thought to manage a weak spell to make her unicorn horn translucent, but her wings were fading again. After three days the spell had started to lose cohesion, now only Theia’s will and a constant supply of background magic kept the wings from vanishing in thin her. When that happened Theia would likely vanish too, because as she understood it that was the only thing keeping her walking on the ‘clouds’ that made up the entire city. Without them she’d just be a wet stain in the crater of Trottingham far below.

For the time being she’d just have to keep wearing the helmet. She’d painted Scootaloo’s helm black to hide the charged blue runes that ran across it, but it was fortunate for her that the helmet matched the Shadowbolt’s uniform fairly perfectly. Thinking about the Segeant Major she found she missed her and the chilly Sergeant Belle dearly. She was playing a dangerous game here. Not only was Rainbow Death a powerful enemy, the Twilight Queen herself was here, for what purpose Theia had yet to be able to determine. Worse yet, there was Moonbolt. It hadn’t taken long for Theia to recognize her fillyhood friend. She had a reputation in the city for a cruelty that knew no limits and a sadism that made even her subordinates question her, but never to her face. Truth be told Theia didn’t know what to do about Moonbolt. She had vainly hoped to circumvent the whole issue by taking her place at Rainbow’s side, removing her from the equation and getting close to her target at the same time. It seemed her old friend stood between her and her mission, and she was not an obstacle that could easily be ignored.

Even though Moonbolt had left Theia and Autumn Moon to die in the frozen woods of the night lands at an early age, she had already been trained by the Sisters to harness the power of the moon. Every pony in the cult had a bit of magic they could call on. Most could only manage to cloak themselves in shadow, some unicorns took it further and could become shadow, as Theia could. Moonbolt, however, could never do this. Instead, she could make shadow a physical thing. A pegasus that could harness this kind of magic was a rare thing, even among the sisters, and her power had been fairly impressive even as a filly. It was thought she could use it defensively to shield herself and others, but that was never enough for her. Even as a filly she’d been able to use weak bolts of darkness offensively. If Theia hadn’t already known what she was capable of, she would’ve died beneath the terrifying onslaught she had unleashed in the Cloudoseum. No... If she was going to complete what she had set out to do Moonbolt was going to have to be taken care of, one way or another.

Hopefully, Spitifre would be less of a problem. The Wonderbolt’s second in command was not loyal to Rainbow because she wanted to be, but because that was the only way to keep living. If Theia approached her with her plan she hoped Spitfire would look the other way while she took care of Rainbow. She already had a good plan for how to do that, though whether it would work or not depended solely on circumstances that had quickly moved beyond her control. The line between success and failure was like a knifes edge, only sharper and more deadly. A sudden pounding on her door caused Theia to jump. Her wings faded in and out of existence for a moment as her concentration faltered, but she caught herself and sent a pulse of magic to them. Each feather stabilized, slower than before. It was getting harder and harder to maintain but her wings held for now.

She donned her helm and spoke with a harsh, muffled voice, “Who is it?” An all too familiar, angry voice boomed as the door burst off its hinges. “Who do you think, blank face!?” Moonbolt stood in the doorway, flanked by two massive bruisers. “Came by earlier and you weren’t here. Figured you’d gone for a stroll in the moonlight! But ya know, a little birdy told me you’ve been down to the furnace room. Now I wonder why that could be...” She moved menacingly into the room, the larger pegasi serving to simply block the door. It wasn’t so much a threat, as Theia could have fled through one of the windows of her room, but more a means of ensuring privacy for their captain. Theia thought fast.

“I wanted to see that fool dragon in chains, where he belongs. I also felt like taunting him a little. He thought I’d free him if he helped me win the race, what a foal!” Moonbolt didn’t look like she bought Theia’s answer. “A likely story. Tell me something else ‘Racer T’, why hasn’t any pony seen you without that helmet on yet? Race is over sweetheart. Do you have something to hide?” Theia grit her teeth. “No, I just like to have something between me and that ugly face of yours captain.” Moonbolt exploded. “WHAT!? You little piece of shit! Who do you think you are talking to me like that!? I’m going to hang you by that tongue of yours and see how long it takes for your wings to tire before your body weight rips it out of your mouth! Then, maybe if I’m feeling nice, I’ll break every bone in your pathetic body and boil you down to salt the clouds over Equestria!”

“I highly doubt that.” The two guards had parted with sheepish looks, between them stood the fiery maned second in command of the Wonderbolts. Spitfire spoke again, “Her majesty, Rainbow Death, requests your presence in the ballroom to be officially recognized as the respective second and third place winners of this years Death Race. I think she might get a little angry with both of you if you make her wait much longer.” Spitfire turned and left Theia’s room. Moonbolt glared angrily at her unwanted second in command. “This isn’t over by a long shot blank face. Lets go.”

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A band of pegasi and enchanted earth ponies played a waltz as pegasus ponies danced in spinning pairs around the room. The ballroom seemed a relatively new addition, the clouds here merely a dull grey rather than the stormy black of the rest of the castle. Several chandeliers of perfect ice crystals suspended by cold updrafts tinkled in the air above the dance floor, catching the light and casting hazy rainbows as ball lightning strobed over head, illuminating the entire hall. The dancers wore frozen smiles on their faces. None of them really wanted to be here, the expression on their faces almost perfectly matched that on Rainbow Death’s skull. This dance was being held in honor of, and at the request of, the Twilight Queen. It seemed that such gala’s were held regularly in Canterlot since she had taken up residence there and she smiled as she watched the ponies below her alcove dance for her amusement.

One of the dancers, a novice at best, particularly amused her. Brown of coat and mane, an hourglass marked his flanks. He danced rather awkwardly with a red maned pony. After a few songs, he pardoned himself and left his partner, making his way for the exit from the hall. The Twilight Queen gestured and a shard of ice fell from the chandelier above, missing the dancers face by inches as it plummeted through the clouds. He looked up at her majesty, smiled and waved, and hastily went back to his partner to resume dancing. Rainbow Death looked like she would have given anything if that shard of ice had only pierced her skull. Moonbolt and Theia alighted before Rainbow. Moonbolt bowed low, jabbing Theia in the side until she too lowered her head in respect. “You’re majesty, we arrive as you request!” Rainbow Death quickly made a shushing motion and then turned to the pair as if she were listening to something being whispered. Neither Theia nor Moonbolt spoke. “Whats that? Can’t it wait? Oh very well! I shall see to it myself!” The skeletal pony turned to the Twilight Queen. “Twilight, I must excuse myself, there is a matter to which my subordinates think I must attend. Please accept my most humble apologies and enjoy the rest of your...er...our ball.”

The Queen merely nodded and Rainbow motioned for the two Shadowbolts to follow. They left the dance hall and went out onto a massive balcony that overlooked Cloudsdale. The Twilight Queens pet dragon could be seen below, steam curling from its nostrils, its eyes wide and pulsing with magic just like its masters. He stared up at the moon without so much as blinking. “Oh, it feel good to be out of there and under the open sky! I don’t know what’s up with “her majesty”, but she’s changed a lot since the last time we were together. Thanks for coming guys, there was no way of getting out of that without some kind of excuse.” She turned and looked at her two confused lieutenants. “Huh, actually I only expected one of you to show up though. I figured one of you would’ve killed the other by now. Well this is awkward. I was going to challenge the survivor to a rematch.”

Moonbolt smiled, “You want me to kill her mistress? Say the word and I’ll lay out her rotting carcass here and now!” the leader of the Shadowbolt’s took a battle stance, black lightning crackling over her body. Theia fell back into a battle stance of her own, realizing too late it mirrored Moonbolt’s own. Rainbow didn’t seem to notice, but the former daughter of the moon certainly did. “Nah... I don’t really feel like watching you two going at it. I need some action myself! Think I’ll go see what trouble I can stir up in town. You girls play nice while I’m gone though, I expect one of you to be dead and gone when I get back!” With a supernova wink from one empty socket, Rainbow Death exploded into the twilight, leaving a blazing blue rainbow in her wake that matched the azure shade of the heavens, a few stray bolts of lightning leaping from the castle’s side as she thundered down to the city below.

“Who are you?” Black lightning still pulsed over Moonbolt. “I know that stance. Are you one of the Daughters of the Moon?” Her voice was tense. Theia’s cover was already blown, she might as well go the whole way. “I’m a ghost from your past Moonbolt. Remember the frozen woods? Remember the Children of Twilight? The dead breaking free of the ice as they gathered around to devour your friends. Remember how you abandoned them and never came back!?” She removed Scootaloo’s helmet and let it fall to reveal her eyes, one piercing blue orb filled with anger and determination, the other empty and dark.

“One eye... I thought you were dead. How by the grace of the moon did you come by a pair of wings!?” Theia shook out her mane and limbered up her limbs. “The better question here is what do you think you know about the grace of the moon? You left the Sisters, remember? When you left me and Autumn Glow to die in those woods. I see you’ve done fairly well for yourself, settling in comfy cozy with the enemies of all that live!”

Moonbolt growled deep in her throat, “I’m not going to have this argument with you Theia. Suffice to say that the land of the dead the Sisters spoke of was much harsher than either of us had imagined, especially for a filly scared out of her wits. Rainbow Dash took me under her wing, for want of a better phrase, and led me to the home of my ancestors here in Cloudsdale.” They were circling each other now, each looking for an opening in the others defenses. “You think you’re better than me just because you ran back to the skirts of the Sisters? Don’t make me laugh. I’ve seen more between the heavens and earth than those old maids ever dreamed of! So what if I serve the Twilight!? Is their cause any worse than Celestia’s? Or even Luna’s? The princesses were weak and Equestria paid for that weakness. The Children of Twilight are merely setting right what those old mares screwed up a thousand years ago!”

Theia smirked, “Not bad Moonbolt, you almost had me believing you buy into what your saying. But we both know its a lie. Even when you were a filly you loved nothing more than to torture me or any other pony you thought was weak. You’re just a sadistic bitch and you always have been. Admit it, your just in it for the pain and suffering!” A flash of anger passed over Moonbolt’s goggled face, then she smiled. “What can I say? You know me all too well One Eye. I guess that means you won't hold it against me when I rip out your other eye and stomp it under my hoof!” The torrent of black energy that exploded from Moonbolt seemed to rob the sky of what little illumination it had.

The two assassins moved gracefully, attacking and counter attacking in the gloom. Moonbolt seemed to have the advantage in magic as Theia still couldn’t manage any other spells and fly at the same time. Theia, however, had completed the Sisters training and was a true assassin, moving swiftly and silently along the balcony. Blades met bolts of dark energy, deflecting one another as the dueling shadow warriors sought for a weakness in the others defense. Moonbolt focused on Theia’s right side, reckoning rightly that Theia’s blind spot could be turned to her advantage. As a stray bolt ripped over Theia’s right flank, a stench of burnt hair and flesh filled the air. The one eyed pony did not cry out, instead using the momentum of Moonbolt’s attack to roll away, and come up knives flying. Three buried themselves deep in the captain of the Shadowbolt’s flesh, one in each shoulder and the third in her left leg. Moonbolt cried out, but none of the blades had hit anything vital.

Grimacing, blood oozing down her flanks, Moonbolt began to channel a massive amount of dark energy into herself. Surrounded by a cloud of smouldering darkness and black electricity, her goggles melted away to reveal glowing yellow eyes filled with madness and hatred. “You know what... I never liked you Theia.” Moonbolt mutter darkly, blood on her lips. The one eyed pony reached for another dagger but found she’d already used the last of them.. Glaring at her former friend, she simply replied. “Moonbolt, the feeling is mutual.” Roaring in rage, the captain of the Shadowbolts launched herself at Theia, aiming to obliterate the specter of her past once and for all. Suddenly a massive red sword appeared from the heavens and landed at Theia’s hooves. It glowed a malignant crimson, but Theia wasn’t about to look a gift horse in the mouth. Lifting the blade with a little magically enhanced might, Theia swung the rough jeweled sword up in a wide arc. It was Moonbolt’s own momentum that killed her, splitting her body in two against the jagged edges of the scarlet sword. As her body slipped through the clouds, so did Theia’s. Her wings had completely dematerialized when she used her power to lift the huge sword. As she plummeted, her hoof caught Scootaloo’s helmet. That wouldn’t do much good to her once she was a red stain on the earth below, but she held the helmet close anyways, a prayer to the mistress of the moon that the end would be swift, and an apology to her Lady Selene at the forefront of her mind.

Much sooner than she expected, Theia landed hard with a grunt, blacking out from fear as much as pain.

----------------------------

No time at all passed in the darkness inside her mind. When Theia awoke, no one was more surprised than she. The one eyed pony felt herself being pushed upwards, bobbing gently on a strong, constant updraft. She tried to sit up but all she could seem to manage was to roll over on her front, legs spread out as she gazed around the room. The chambers were similar to her own, only the clouds here were light and fluffy rather than dark and stormy. “Oh good, you’re awake.” Spitfire stood on the floor, wings folded, gazing up at Theia through yellow goggles. “Didn’t think someone that could pull the kind of G-forces you did in the race would black out from a little fall. But then again, you must have had a pretty exhausting fight on your hands against Moonbolt. I hope my ‘air’ mattress is comfortable enough for you.” Theia tried to shift to better face her, finding it difficult to maneuver in mid air without her wings. “Most ponies prefer to sleep on clouds, but I like the feel of wind in my mane, even when its time to sleep.”

“How long were you watching us?” Theia asked. Spitfire shrugged, “Long enough to know there was some bad blood between you two. Can’t say I’m surprised. Moonbolt has...had bad blood with everypony but Rainbow. There won’t be any teary eyes for her, I can tell you that much. Though I’m not sure if Rainbow is going to want a soldier of the Dawn as her new captain of the Shadowbolts.” Theia looked perplexed for the moment, then Spitfire lifted Scootaloo’s helmet. “I didn’t recognize it at first, stained black as it is. I’d figured you’d killed a soldier and took it as a trophy. Seeing you fight though, you’ve had some experience fighting alongside the Dawn haven’t you? I’m curious as to why they’d send a unicorn instead of a pegasus pony to deal with Cloudsdale.”

Theia hung her head. Well this was something she knew she might have to do and now that she was at this ponies mercy in more ways than one, she decided to tell Spitfire as much as she thought she could trust the Wonderbolt with. She explained that though she was an ally of the Dawn, she was actually part of the Cult of the Moon, an order Moonbolt had once belonged to but abandoned. Further, she told her tale about being assigned to uncover the truth of the Lieutenants of the Twilight Queen, and how that mission had changed to trying to free them from their undead curse. The part of her story that she took the most risk with was explaining that though she was there to help Rainbow Death, she likely would not survive that help, and Theia was not sure exactly where Spitfire’s loyalties lay for certain. Spitfire turned Scootaloo’s helmet over and over in her hooves. “It’s a pretty fantastic story you tell, Theia. Fantastic and terrible. But then I’ve seen a lot of fantastic and terrible things in the last few decades. I may regret this. But I think I’m going to choose to believe you. There’s just one thing I don’t get. If you’re here alone, who threw you that sword?” Theia’s eyes widened, “You mean that wasn’t you?”

Spitfire shook her head, “Looks like you may have more friends than you thought.” Theia wasn’t so sure about that. Now that she was out of the heat of battle, she realized that the sword she had wielded was indeed familiar to her. But its owner, why would she want to help her? Unaware of Thei’a inner thoughts, Spitfire continued, “In fact... I may know a way we can get in contact with more of your friends, if your story is true. So why don’t you tell me, Theia, how do we ‘help’ Rainbow?”

--------------------------------

Rainbow Death returned around moon set, the massive pale orb taking up nearly a third of the sky. Silhouetted against the moons dying light, Rainbow’s mane looked bedraggled and washed out, the flames around her a gentle nimbus. To Spitfire she never looked more a picture of otherworldly pain and loss. Then she spoke, “Hey Spitfire! Seen any corpses around here? I was hoping to congratulate a new captain of the Shadowbolts!” The illusion was completely ruined and Spitfire couldn’t hide her grimace. “No your grace. I’ve seen neither the captain or her second in command for some time.” Rainbow pawed at the clouds beneath her hoof impatiently. “UHH! Do I have to do everything around here!?” The undead pony turned to leave, but her subordinate called to her, “Wait. Um... Rainbow. I know this may seem a little out of the blue but... You remember before your, uh, accident?” Rainbow turned and looked at her inquisitively, or at least as inquisitively as bare bone could look.

“Well, I don’t know why, I guess its just the time of year, but it got me thinking about when you won the Young Fliers award. You were so happy, absolutely thrilled it seemed to hang out with the Wonderbolts and be recognized as one of the best fliers in Equestria.” Rainbow interrupted her. “THE best, not one of the best.” Spitfire nodded, “Right of course. Well I just thought you might like to know, when we met you again at the Galloping Gala, we were actually planning on asking you then if you wanted to join us. Do you remember that night?” Rainbow looked out at the setting moon, her childish impatience melting away. “Yeah, actually I do. I remember being lost in the crowd. Feeling ignored, by you and the other Wonderbolts. Can’t really say those are pleasant memories.” then she laughed. “Then again, when Fluttershy burst in with all those animals! The looks on all those stuck up ponies faces was priceless! I remember Twilight and Rarity running around like the world was ending. It was just so funny!” Rainbow paused, extracting herself from the sudden revere that had come upon her. “Why are you bringing all this up now Spitfire? I’ve been captain of the Wonderbolts for a long time now.”

“Well your grace,” Spitfire continued, “I’ve just been thinking how different things might have turned out if we HAD offered you that position in the Wonderbolts before all that chaos broke out. Think how different the world might have been.” Rainbow did seem to think about it, and shook her mane snorting. “No use dwelling on what might have been Spitfire. Bring this up to any other pony and I’ll make sure you don’t make it to the next Rainbow Death Race.” Her second in command of the Wonderbolts just hung her head sadly. “As you will your grace. You know, now that I come to think of it, I think I may have seen that masked racer just down the hallway here. She must have taken care of Moonbolt already. How else could she still be alive?” Rainbow whickered and galloped down the corridor of clouds, leaving a trail of blue flames behind her.

Sure enough, not long after parting company with Spitfire she spotted the masked racer slipping into a doorway far down the corridor. She followed, calling to her, but she must have been too far away for her voice to reach her ears. Putting on a burst of speed, she followed Racer T, but every time she thought she was about to catch her the pony in black would slip down another corridor, into another room, or down another hall. Rainbow lost her patience and took to her wings, moving through her black castle in the clouds like the swift death that she was. She paid no heed to where she actually was and ended up disturbing a game of dice being played by a few Shadowbolts, a pair of nobles at more intimate play, and scared one kitchen helper nearly to death. Still she couldn’t seem to catch up with the masked racer.

Finally, she managed to see her slip into a room in the lowest bowls of the castle. Bounding triumphantly she flew into the room fast as a bolt of rainbow hued lighting. Melanchthon hovered there, eyes glowing crimson with hatred, flames barely banked behind his sharp teeth. Once, long ago, Rainbow and her friends had driven off the beast when it had threatened to blacken the skies over Equestria. He was much larger than he had been then. Unchained as he was and alone with the beast, Rainbow saw him as a threat for the first time since that mountain trek so long ago. “For all the suffering you’ve caused me, this is small recompense.” The dragon hissed, jaws dripping liquid flame. “That doesn’t mean my revenge will not be sweet!” Saying that the dragon opened his mouth wide and snapped it shut with a burst of flames, swallowing Rainbow whole. He burped, blue and crimson fire entwining as he did, and turned to the ponies who had freed him.

They were a small group of pegasus, some with white shining plate, others with their plate deliberately darkened a sooty black by his own fiery breath. Theia’s plan had worked well, though at first when she had lost her wings she thought all was lost. Spitfire, it seemed, had been an agent of the Dawn in Cloudsdale for a long time and had a way of contacting the army if there ever seemed a weakness in Rainbow Death’s defenses. The bulk of their forces fought the Shadowbolt’s now, the Wonderbolt’s aiding them. Melanchthon’s involvement was not part of the original plan, but Theia had promised the dragon freedom and a chance for revenge in exchange for his help in the Rainbow Death Race. Even so there was no cheering. The soldiers of the Dawn merely nodded their thanks to the dragon. There would be more fighting and they must see to it that all those loyal to the Twilight were snuffed out if they were to claim Cloudsdale.

Before another wing beat, however, an explosion seemed to go off in the dragons iron belly. Followed swiftly by another, fissures belching blue flame opened all over his body. The cobalt fire roared from his maw and burned out the backs of his eyes. In one massive explosion the entire furnace room was coated floor to ceiling in blood and scraps of dragon flesh. The clouds, dyed red, began to weep a soft bloody rain as the gore slicked Rainbow Death hovered before the stricken soldiers of the Dawn. “Did you really think that scaly old bag of hot air could end me!? I AM DEATH!” she bellowed, her voice losing all traces of its femininity and dropping into a deep guttural roar. An explosion of rainbows and flame filled the furnace room, leaving the soldiers nothing but shadows against the cloud walls. Outside the palace, the burning blue light could be seen by all as Rainbow Death rose like an avenging angel into the sky.

All around the cloud city soldiers of the Dawn swarmed, white armor shining in the twilight as they drove their lances into their enemies. The common folk had come out, finishing off any wounded Shadowbolts that fell injured. Years of impotent rage and grief would be avenged this night. Rainbow took it all in, her rage only growing. This was her city. How dare they? How DARE THEY!? Flame and rainbows washed over the city, wiping out soldiers, civilians, and Shadowbolts alike as Rainbow dealt death as only she could. Even so, the soldiers of the Dawn formed ranks, armor glowing with blue runes forming a shield against the bulk of her deadly power. “Rainbow Dash!” A high shrill cry pierced through Rainbows rage as she paused to look up at the single Wonderbolt high above. Spitfire flew towards her, carrying Theia whom Rainbow recognised as the ‘masked racer’ she had promised to make a captain of her guards. Both of them Rainbow knew, in that instant, to be traitors.

Theia let go of Spitfire and plummeted towards Rainbow, fresh knives unsheathed as she hurtled towards her. Rainbow Death focused all her fire into a single deadly beam of death. Just before it would’ve smote Theia to ashes, the daughter of the moon turned to shadow and enveloped Rainbow. Left defenseless and distracted by her focused attack, the soldiers of the Dawn saw their chance. They launched themselves, all at once, burying their lances into Rainbow’s bones, pinning her like a butterfly to the crackling black cloud walls of her own palace. Rainbow Death only laughed, “Oh now you’re going to try and stab me!? You had a better chance with the dragon! Haven’t you figured it out yet? I CAN’T DIE!”

“You’re right.” One soldier rose before her, her helmet and armor all charred black. She lifted her visor, sadness in her violet eyes. “That’s because you’re already dead Dash.” Sergeant Major Scootaloo gazed at what had become of the pony she had always looked up to. Seeing herself mirrored in that sorrowful stare, Rainbow Death screamed loud and long. She was a horror it was true, a hideous shambles of what she had once been. Rage and despair reignited the azure flames that surrounded her bone, melting the lances of the Dawn to slag. She gave one last anguished cry before the fire suddenly snuffed out again. “Yeah... I know. I remember what it was like. But then she brought us back. She said she would make it alright but she didn’t. She even made us forgive. She MADE us...” Her beautiful multi-colored mane had burned completely away...she was just a skeleton now. To everyponies surprise, including her own, Scootaloo cradled the horrible wrecked thing that had been Rainbow Dash in her arms. The red hot wires that had bound Rainbow together were melted and twisted. They pinked as they cooled against the Crusaders blackened armor. Pieces of Rainbow’s bones began to fall away, plummeting through the clouds below with but a whisper. “Never thought I’d see you again kid.” A sad smile etched itself on her skull as it rested upon Scootaloo’s shoulder. Theia rematerialized as herself without fully shifting out of the shadow realm. Made of shadows and stars, eyes bright nebula, Theia gazed at Rainbow. Seeing her with magically influenced vision, she could see the power within the skeletal pony had almost completely burnt out.

The skeleton turned slowly to look at her. A last flickering fire awoke in her skull as it cracked down the middle, teeth crumbling from her jaw. “You’ve no idea what’s coming now. Death is mercy! Don’t forget that. Whats coming now is what you should have feared.” Her booming voice reduced to a dry whisper that only those nearest to her could hear. “Kid... You have to do this for me. You find the one who did this to us, you put her down for good...” Tears in her eyes, the Sergeant Major nodded yes and held the crumbling skeleton closer, even as its ribcage broke and fell away. “Who is she? Tell me her name. Was it the Twilight Queen?” But the light had already gone out in Rainbow’s eyes. Her skull rolled out of Scootaloo’s arms and tumbled, the rest of her falling to pieces soon after. Scootaloo hovered there for a moment, before she looked up with determination in her eyes. “The Twilight Queen is going to pay for this.”

----------------------------

“Marvelous, absolutely marvelous! Though I must say I’m surprise Rainbow gave in so easily. I suppose she was tired of all the fame and glory she’d been torturing out of everypony.” The Queen of Twilight sat upon her dragons snout, laughing merrily. Wreathed in a circle of green flame from one of the beats nostrils, she’d watched the entire performance. Though it may have been a tad melodramatic, the results were exactly as she had hoped. “You have done well my faithful servant! Soon we can move ahead with the final ritual and restore Equestria to its former glory!” A red unicorn, eyes glowing scarlet knelt at her Queens feet. War stood, a sensuous smile creeping across her perfect lips, “You are too gracious your majesty, it is only by the cunning of your plan that I can serve so ably. Shall I summon our armies for battle my liege?”

The Queens eyes glowed with anticipation, “Oh yes, I think its time don’t you? As the hour of sacrifice draws close, let us have a feast of souls! Marshal your dogs of war, your traitors, and the Children of Twilight. A new dawn approaches and an old night. Yes, and I also see a darkness from this worlds past gathering. I should like to greet them all grandly in Canterlot!” She roared with laughter as her dragon stalked across the land, leaving decimation in his wake. The dark spires of Canterlot gleamed in the distance, raw magic playing over every turret. Rarity bowed again, mischief in her eyes, as she melted away to a pool of blood. She would carry out her mistress bidding.

But that didn’t necessarily mean she intended to carry out her mistress plan.

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Dear Princess Celestia,

Wonderful news dear!

Your generous subjects shall be joining you soon! It’s amazing to me how giving they are. Giving their love, their hate, their hope, and their pain. Giving their very lives to the hungry maw of this hundred years war.

I had almost thought they had given up. Certainly they’ve all given up on you! Fret not, however, their loyalty to your light shall last so long as they live. Which, sad to say, will not likely be much longer.

Where the sun has set the moon is now high. It grows larger and larger by the day...

Oh my sweetest princess, we shall all be home soon.

I hunger with anticipation. Don’t you?