The weather was getting worse. Rainbow Dash felt the turbulence of strong wind against her wings, and felt small droplets of cold rainwater clinging to her mane and coat. The air was cold, and Rainbow Dash had been flying for what felt like days- -but she still continued.

“Course adjustment,” called Brown from the cart she was dragging behind her. Rainbow Dash glanced over her shoulder and watched as Brown read from the hologram projected from one of Proctor’s unconscious eyes. “Seventeen degrees southeast, sixteen kilometers. The coordinates have stopped shifting!”

“Right,” said Rainbow Dash, correcting her course.

“Rainbow Dash, you need to rest!” called Brown through the wind.

“No,” she called back. “Not until I’m home!”

Rainbow Dash accelerated. The cart was heavy, especially with Proctor in it, and most of her energy was gone. With her destination so close, though, she could not stop, even if every second was painful.

The cart made carrying her friends somewhat easier, though. Before, if she had wanted to move quickly, she would have had to either allow Brown to run or carry him. Proctor could fly, sometimes, but he was not especially fast. So, instead, Proctor had used his hard-light system to build a cart from wood and stone that he had found. Doing so- -in combination with his periotic flights- -had drained his power supply. Apparently, Five had never gotten around to repairing it.

Even with the strain of pulling them, Rainbow Dash was actually rather proud of herself. Carts were almost always pulled by stallions, and even then, usually by at least a pair. She was far smaller than most stallions, and still managed to keep moving without help.

As she moved, she watched the land below closely. For the first half of their journey, she had been watching for any sign of being followed. Five herself was an adequate flyer and could have caught them easily, and Shining Armor probably had a number of Pegasi in his arm. There was also a risk of mercenaries of the military coming after them, perhaps hiding in the trees below and waiting in ambush. Neither had occurred, though. Five had not come, nor had anypony.

Now Rainbow Dash looked forward, watching for the signs of Cloudsdale. Assuming that Five had been correct, she knew that she would reach it at the coordinates written on that paper, but she could not stop herself from continuing to look for signs of the city she had been born in.

Just as she was preparing to give up and actually take Brown’s advice to land and rest, the land below gave way to water. That was bad in its own right, because it meant that Rainbow Dash could not land at all- -but it was also a good thing. When inactive, Cloudsdale almost always stayed over water. Most Pegasus cities did by tradition. They were not, after all, built with sewer systems.

The weather also got worse. A terrible gust of wind nearly toppled Rainbow Dash over, taking the cart down with her, but she compensated just in time.

“I don’t like this!” cried Brown, who was holding onto the edge of the cart as if his life depended on it.

“Neither do I!” said Pinkie_Proctor, sitting up suddenly. “Wait. What don’t I like? Probably cilantro…”

“There it is!” cried Rainbow Dash, pointing. Far ahead, she saw the outflow of Rainbows coming from the dark clouds above. There were far more than there had been in Rainbow Dash’s time, and with the number of sources, she guessed that Clousdale must have been hundreds of times the size it had been before.

In the distance, she saw an island. It was linked to the mainland by a number of wide pipelines and cables, and contained at its center a tremendous mountain. The mountain itself did not reach the clouds above, but a tall rectangular structure that emerged from its center did, carrying pipes and enormous conduits to the clouds above. Rainbow Dash assumed that it was some kind of waystation or supply system, and she knew that it meant that she was supposed to start there.

She pumped her wings, pulling the cart upward, and prepared for her final approach. In her excitement and in Brown’s terror, neither noticed that the mite-based ink on the card had shifted. Now, instead of numbers and letters, it contained a single yellow sign.

In the far distant south, an unfathomable creature recognized its name. It awoke and slowly drifted toward its master, or where it knew her to be. She was not difficult to find. The last of the Carcosans had been asked to protect her by a being that had given it so much, and it never lost sight of the pony it was tasked to protect.

It found her in a wide grove. Beneith the gnarled trunks of the ancient trees and lit by the glow of the luminescent fungus, she danced and laughed as the hornets swarmed around her. When she saw the King arrive, she stopped and smiled.

“She finally came,” said Vale, a large hornet walking across one of her unblinking red eyes. She turned toward the cloud of bees. “It’s time to go, little friends,” she said. The King watched as they swarmed back around her, each one burrowing underneath her eyelids. They were visible for a moment just beneath her pale, sickly skin as they broke away and entered her circulatory system, returning to the demonic veins that they called home.

“Tee hee,” laughed Vale, her fangs momentarily exposed. “So tickly!”

The King spoke, and Vale frowned. “Well,” she said, somewhat annoyed. “I guess they can come too.”

As soon as Rainbow Dash broke through the thick clouds, the weather immediately calmed. Cloudsdale was the same temperature that it always had been, with perfect weather above that should have been bright and sunny. Even without sunlight, it was still far brighter than the land below, lit by a bright white band of pale light that surrounded the horizon.

What was different, though, was the number of weather factories. Rainbow Dash had never seen Cloudsdale so developed and so enormous. There were factories as far as she could see, all of them much taller and bigger than the one that had existed in her time. That lone was breathtakingly impressive- -and at the same time somehow depressing.

The tower arising from the mountains was indeed what Rainbow Dash had expected. When she burst through the clouds, she saw that it led to a massive facility supported over the surface of the clouds. That was not unusual in itself; Clousdale was mobile, but always tended to stay toward mountains that were used as airstrips. This one seemed to also be supplying the factories with a number of stone and steel pipes that interfaced with ones made from cloud-based materials, pumping who knew what into the city.

“Land there!” cried Proctor_Dash. He went so far as to actually climb over the edge of the cart, nearly tipping it over in the process. He plummeted for a moment before a pair of hard-light wings appeared at his sides, and he buzzed downward toward the facility. Rainbow Dash, her cart no infinitely lighter, followed him.

She landed on one of the landing strips and slowed to a stop.

“Oh thank the Fluffle,” said Brown, nearly falling out of the cart and clinging to the asphalt surface below.

“What are we doing here?” asked Rainbow Dash.

“Simple,” said Proctor_Jack, bounding down the runway toward the central facility. “I reckon that if Brown dun trahs and walks on clouds, he’s gonna go through lahke ah bran muffin through ah woodchipper.”

“So,” said Proctor_Rarity, “in times like this, we need to make sure he had the proper hoofwear!”

“Are you feeling okay?” asked Rainbow Dash, momentarily resting. Her wings hurt from flying for so long.

“No, not really!” laughed Pinkie_Proctor. “I feel terrible!”

“But anyway,” said Twilight_Proctor, interrupting Pinkie_Proctor- -which was its own kind of absurd, considering that they were the same being, “this facility is purely automatic, but workers come up here from time to time for inspections. The central tower should have some gravity boots he can borrow.”

“Come on!” called Proctor_Dash excitedly. He projected a set of immobile wings that allowed him to hover several inches off the ground and hummed away from them rapidly.

“Do you need any help?” asked Brown, noticing that Rainbow Dash had some difficulty following.

“What, are you going to carry me?”

“I have done it before.”

“Thanks, but no. If anypony sees me getting carried like a foal, I’d totally lose my reputation.”

“Wow. With sentiment such as that, I can see why you garnered that reputation in the first place.”

“Um…thanks?”

They started to follow Proctor. Brown looked out over the distant factories, and moved close to the edge, looking down at the cloud land below.

“So…this is where you are from?”

“Yeah,” said Rainbow Dash. “My family’s lived in Cloudsdale for ages. I mean, I really loved Ponyville, but there’s just something about this place.” She took a deep breath through her nose. “It even smells like it should!”

“I’m going to admit, I don’t like being this high off the ground,” said Brown. “Especially over water.”

“Come on, Brown. Where’s your sense of adventure?”

“Down there. On the ground.”

“I can take you back down to the island if you want.”

Brown shook his head. “No. Not if this is a trap. I need to be up here with you. There is no place I would rather be.”

“Hurry up!” said Pinkie_Proctor from far head, bouncing in the distance. “I’m so excited I could brain an organic! Whee!”

“Want to do this?” said Rainbow Dash. “Even if I’m right, I have no idea what we’re going to find.”

“I’m ready,” said Brown.

Rainbow Dash smiled. “Exactly what I wanted you to say.”

The facility, despite its immense size, was actually not nearly as big on the inside. Most of it seemed to consist of automated systems designed to refuel and supply the Cloudsdale factories. All of it hummed with energy as it pumped life into the city, but the space dedicated strictly to workers was perfunctory at best. There were a few short hallways with temporary offices and equipment storage rooms, as well as something that Rainbow Dash supposed was intended to be crew quarters for extended missions. The rooms themselves were tight and oddly shaped, as though they were added in as an afterthought and placed around more important things.

One of these rooms was a locker room. It was not unlike the type that was used back when Rainbow Dash was young for Pegasus weather workers. There were a number of lockers for personal items, but there were also hooks with appropriate hard-helmets and work coats as well.

“Right,” said Proctor_Rarity. She opened a large utility locker. “No, no, no…ah! Yes! These will work!” He removed a set of small, metallic boots and set them on the bench in the center of the room. He then dug deeper, removing a box with a system of cables.

“There,” said Proctor_Shy. “Just put this on, if that’s okay, and we’ll be good to go.”

“Right as rain,” said Proctor_Jack.

“I’m going to go on ahead,” said Proctor_Dash. “Scope out the place. You know?”

“Sure,” said the real Rainbow Dash, nodding.

Proctor buzzed to the end of the locker room and down a narrow corridor that probably lead outside. Within seconds, the sound of his vibrating artificial wings faded, and he was gone.

“We didn’t have these back in my day,” said Rainbow Dash, picking up one of the boots and examining it. “Back then, only Pegasi and griffons could come up here. Or the Princesses, I guess. Anypony else had to use spells to not fall through.”

“Really?” said Brown, opening a small container on the wall and removing four fresh socks. “An entire population of Pegasi in a roving battlestation. Well, I suppose that was not what it was used for.”

“Not since ancient times, no,” said Rainbow Dash, examining the boot. “How are these supposed to work, anyway?”

“I think I can figure it out,” said Brown, pulling on his socks. “The device with the wires is a power supply. I believe I am supposed to wear it on my back and plug the cables into…Rainbow?”

“Yeah?” said Rainbow Dash, who was now staring at Brown instead of the boot.

Brown pointed. “Wings?”

Rainbow Dash looked down and realized that her wings were fully erect.

“Crap!” she cried, trying to pull them back against her body as she blushed profusely. “You didn’t see that! Stupid socks!”

Brown looked down at one of his hoofs. “I can’t wear boots without socks,” he said. “They would chafe. There’s even a sign on the dispenser.”

“Just- -just put your boots on!”

“Sure,” said Brown, still oblivious to what was happening. He picked up the boots and placed them on his feet. Then he wrapped the power source around himself and connected the lines to each of his four boots. When he flipped it on, there was a slight hum of electrical energy and a small fan. An indicator light on the boots glowed green, and then switched to violet.

“How does it feel?” asked Rainbow Dash.

Brown stood up and walked across the room. “Ordinary,” he said.

“Darn. I was expecting you to fly or something.”

“Yes. As was I. But they do seem to be operational. I hope.”

“I guess there’s only one way to try them out.”

Brown looked pale. “Yes. Yes there is.”

Together, they walked down the hallway that they had both seen Proctor leave through. They passed several shower rooms and then emerged in a large garage. The garage itself seemed to be a bay for moving heavy equipment, and the door on the far side was already open. Outside was a vast expanse of clouds dotted by endless weather factories.

Looking at it, Rainbow Dash had an urge to soar through that cloud city amongst the buildings, just as she had when she was a filly. Even if it was different, Cloudsdale was really special to her. It had been where she had met Fluttershy, learned to fly, gotten her cutie mark, and performed her first ever sonic rainboom. Even after four hundred and fifty years, she felt like she was coming home.

Brown hesitated, and then walked toward the edge where the plate steel gave way to soft, fluffy clouds.

“Bad upsies,” he mumbled, probably thinking that Rainbow Dash could not hear him. “Nu wike…”

“You okay, Brown?”

“Sure,” he said. “Of course I am.” He produced an extremely nervous smile and paused at the precipice. “What’s the worst that could happen?”

“You plummet to death on the rocks below,” said Proctor_Shy. “That’s always what I was afraid of, anyway.”

“Thanks a lot,” he muttered. “At least it would not be water.”

Then, slowly, he took a step into the clouds- -and stood there.

“How does it feel?” asked Rainbow Dash.

“Terribly soft,” said Brown, taking a few nervous steps. “But solid.”

“Aww,” said Pinkie_Proctor, jumping up from the clouds and standing on top of them. “I was hoping for a good plummet.”

“Proctor,” said Rainbow Dash, “how are you standing on the clouds?”

“I made extra special sure to make sure my body was gravity equipped,” said Pinkie_Proctor, even as he was sinking rapidly into the clouds.

“Unfortunately,” said Proctor_Rarity, “it does seem to consume a lot of power. And I am terribly heavy.”

“But it’s easy enough to stay as Proctor_Dash,” said Proctor_Dash, sprouting his characteristic stationary wings. “I mean, come on! It’s Cloudsdale!”

Proctor hummed off through the clouds, even though he was still not able to get much higher than neck deep. Rainbow Dash watched him go, and then stepped onto the clouds herself, relishing the feeling of the soft water vapor against her hooves.

“Ahhhhh,” she said. She then turned to Brown, who was trying to walk awkwardly without the clouds shifting under his feet and making him slip. “You know, this is gonna sound strange. Celestia, I never thought I’d be telling anypony about this. But I always had a fantasy about doing it on a cloud.”

“Please let me learn to walk first,” said Brown, nearly falling over.

“I’m going to hold you to that promise,” said Rainbow Dash.

She trotted off through the clouds, forcing Brown to struggle to keep up. All around her were the pipelines coming from the central hub, and immense cloud-based structures loomed over them. Rainbow Dash was reminded of another thought that she had imagined when she had been much younger. From above, clouds looked small, but they were actually deceptively large; a tower of cloud that looked a few hundred feet high could actually be twenty miles tall, easily. She remembered hearing stories in her youth about the great Pegasi cities of old, back in the era of Pegasus himself, and always wondered if they would someday figure out how to live like that. In modern Cloudsdale, though, the clouds were finally developed to their maximum potential. It was indeed a sight to behold.

They followed Proctor through the access clefts between the immense weather factories on either side of them as his head and hard-light wingtips poked through the cloud surface. Rainbow Dash could not help but fly, and had to try hard not to soar through those impossible pillars of mechanized cloud, swooping past supports and pipelines like it was all one big obstacle course.

What was strange, though, was the absolute lack of pony life. Cloudsdale had once been a thriving and historical population, the center of Pegasus civilization- -and now it was completely empty. There were no Pegasi in the air, or even walking on the ground. There were no shops or stores or any signs of houses. Just endless factories. That in itself was unnerving, but the sunless twilight that shrouded the entire city made it even more disconcerting, like something out of a bad dream.

“Look, look!” cried Proctor_Dash, circling back toward them. “I found it! I found the statue!”

“Statue?” said Rainbow Dash. “What statue?”

“The Rainbow Dash statue! Come on! It’s so COOL!”

Rainbow Dash recalled somepony mentioning that there was a Rainbow Dash statue in Cloudsdale, but she had forgotten about it. She suddenly felt even more excited than she had before, and the discomfort she felt about being in a dark and lifeless city vanished.

“Wait!” called Brown as Rainbow Dash and Proctor rushed forward. “Clouds are- -oop!- -clouds are so slippery!”

Rainbow Dash had confidence that Brown would keep up, so she allowed her excitement to overtake her, if even for a moment. She did not need to follow Proctor far before they reached it.

Upon seeing it, Rainbow Dash momentarally had to stop and stare in awe at the rendition of herself. There she was, rendered six stories high in solid cloud quartz, standing in the center of what she recognized as the remnants of Cloudsdale’s historical center. The statue Rainbow Dash was rearing on her hind legs, her wings spread as though she were about to take flight. Per tradition, statue Rainbow Dash was dressed in Classical era Pegasus armor, even though Rainbow Dash herself had never actually used such armor except in one particular Hearthswarming play.

“Wow,” she said, approaching the lit base of the statue where her cutie mark was carved into the base. There was an inscription carved into the cloudstone in old Pegasus.

“This statue commemorates Rainbow Dash,” read Rainbow Dash, roughly translating. “Born 985, died 1008, serving in capacity as a Wonderbolt. A tribute to her People, and to all Equestria. The first pony of the modern era to perform a sonic rainboom, and a defender of us all in so many battles. Killed in a flight accident. May the soul of this Hero carry us into the future.”

“I am so awesome!” said Proctor_Dash. “I mean, you are so awesome. But I still am too.”

“Wow,” said Brown, who finally managed to catch up with them. “That is- -wow. Rainbow…I had no idea. I mean, I knew you had been a Wonderbolt, but this…”

“Yeah,” said Rainbow Dash, looking up at the statue. The statue was epic, what she had always dreamed of having- -and yet somehow it was a hollow victory. Looking at it just made her sad. The dates on the base reminded her that she had only had eight years with her friends. If given the chance to do it again, she would gladly trade that statue and all the fame for even one more day- -even a chance to at least say goodbye.

They all looked up at the statue for a moment in silence. Rainbow Dash knew what she was thinking about, and she could tell from the sparkle in Brown’s absurdly wide eyes that he was thinking of her as just as larger-than-life as her statue. What Proctor was thinking remained a mystery- -or if whatever he was even had the capacity to think as ponies did.

Then Rainbow Dash suddenly realized that their silence was not entirly silent. In the distance, she heard a sound: an eerie, melodic whistling.

“What is that sound?” she asked, looking at the others.

“Whistling. Duh,” said Proctor_Dash. “Wait- -whistling?!”

They looked around the base of the statue simultaneously. There, on the other side, was an impossibly elderly earth pony in gravity boots, raking the clouds, whistling as he worked.

“Um,” said Rainbow Dash. “Hi?”

“Huh?” he said, looking at them. “Oh. Top of the morning and all that. Say.” He looked closely at them. “Who exactly are you? What are you doin’ up here? Come to see the big Rainbow Dash?”

“And who exactly are you?” demanded Proctor_Dash. “This facility is supposed to fully automated.”

“Oh, it is,” said the old pony. “The name’s Sixfoot. Sixfoot Deep. Even though, you know,” he raised one of his legs, which was replaced with a simple wooden post. “Only got three these days.”

“I kind of know how that feels,” said Rainbow Dash, showing him her equivalent robotic leg.

“Oh, hey! Isn’t that a fancy one! And you know what’s even weirder? You look just like Rainbow Dash. Color and everything! Though I haven’t been able to see color since the summer ‘o sixty three.”

“Did Vale send you?” asked Rainbow Dash, cautiously.

“Vale? Is that a pony? I think you’ve got the wrong stallion, miss. I’m just the groundskeeper here. Keep this little park nice and tidy, and fix stuff when it gets broke. Even if those darn griffons keep trying to steal my cloudcumbers!” He shook his rake at the sky menacingly. “Don’t think I don’t notice! I count them!”

“Griffons?” said Brown, nervously, his eyes darting across the sky as he crouched close to the baes of the statue. “Here? Where?”

“Not here. Not since I fixed the autoturret on level sixty three.” Sixfoot held his good hoof near his mouth and whispered, as though he were telling a secret. “Replaced the ammo with rocksalt! That’ll teach those cloudcumber thieves!”

“Don’t look now,” whispered Proctor_Dash, loudly, “but I think this guy’s a few rotten fish short of a fun thunderstorm!”

“What’s that?” said Sixfoot, throwing down his rake. It promptly sunk through the clouds and vanished, but he hardly seemed to notice. “What are you supposed to be, some sort of highfalutin fancy robot? I will flute you!” He picked up his hooves as though he was preparing for a hoof fight- -or rather hoof, as the case was. “Have at thee!”

“Um, no,” said Proctor_Dash.

“Aww,” said Sixfoot. “Why not? I love the flute.”

“Because your like, a hundred years old.”

“I wish I was a hundred still. I’ve got arthritis in joints I don’t even have anymore!”

“Um, okay,” said Rainbow Dash. She agreed with Proctor, even though she had only put rotten fish in a thunderstorm once in her life. “We came here to meet somepony. You wouldn’t happen to have seen them?”

“What? You mean them young whippersnappers that went by a few hours ago? Darn dirty hippies with their darn dirty ‘tie die’ and their ‘hair’! I chased them off, but they’re still squatting in my city and probably colluding with darn dirty cloudcumber thieving griffons!” Once again he shook his hoof at the sky, but then realized that it was empty. “Hey. Where’d my rake go?”

“I think the griffons got it,” said Proctor_Dash, on the verge of laughter.

Sixfoot took a deep breath and shouted at the sky. “Darn dirty rake-stealing- -”

“Enough,” said Rainbow Dash. “This is giving me a headache.”

“Myself also,” said Brown.

“What are you supposed to be?” said Sixfoot to Brown. “That’s a lot of hair you got there, boyo…you wouldn’t happen to be one of them hippies, would you? Or perhaps…a communist!”

“I’m Exmoori,” said Brown, sounding highly unamused. “We’re all like this.”

“So, what? You got an entire economy based on shampoo or something?”

“Can you help us or not?” asked Rainbow Dash.

“Sure can. Been meaning to get a break. Probably get some lunch on the way back.”

“Cloudcumbers?” guessed Brown.

“Oh, Necros no,” said Sixfoot. “They taste like a butt. Can’t stand the things.” He turned and looked at the base of his gravity boots, as if checking them. “What was I doing again?”

“Take us to the hippies, please,” said Proctor_Shy. “I mean, if you’re not too busy, and if you don’t mind.”

“Finally somepony that talks politely!” He started limping his way across the clouds. “This way!”

Rainbow Dash and Brown looked at each other, and then started following him. He seemed to know where he was going. Strangely, though, Rainbow Dash could not help but feel that she had met him somewhere before.

As they walked through wide cloud path between the mountainous factory towers, Sixfoot turned to Brown.

“I bet you’re wondering how I stay looking so young, aren’t yah?”

“Not really,” said Brown.

“I’ll tell you my secret. I take a bath in lemon oil every day, followed by one in pure bleach. Keeps me smelling fresh as a daisy.”

“Yes,” said Brown, taking a few steps to the side. “I can smell it.”

“I can even smell it,” said Proctor_Dash, “and I don’t even have a real nose.”

“Eh, you don’t know what you’re talking about. Mares love my smell. Gotta smell good for the mares. You know what mares are the best?”

“Please stop,” said Brown, looking somewhat ill.

“Zebras. Real fat ones. With a nice squishy plot.” Sixfoot grasped the air as if he were squeezing an invisible rump. “Yeah. That’s the stuff. Not like your fillyfriend back there. Why, I could turn her sideways and pry a bit off the sidewalk. Just no substance in the back.”

“Excuse me,” said Brown, now offended. “Her rear is firm and well-proportioned for an athletic build!”

“Can we please not talk about my rump?” said Rainbow Dash from above. “I mean, I know it’s awesome, but, this isn’t really the time or place for that sort of thing.”

“Sorry,” said Brown.

“Well, sure,” said Sixfoot. “I suppose we can talk about mine. Doc says I need to get a ‘high fiber diet’ because the old Sixfoot train isn’t coming to the station quite on time these days…”

“Oh Fluffle please make it stop,” moaned Brown.

“Hey Brown,” said Proctor_Dash, rising from a cloud beside him. “Do you know what rainbows are made of?”

“Um…prismatically divided light?”

“Nope.” Proctor leaned in closer and whispered. “They’re made of ground up ponies!”

“Excuse me!” cried Rainbow Dash. “No, I’m not going to let that one slide! That is a complete lie! Anti-Pegasus slander, even! Rainbows are made of vegetable-based die enhanced with quantum dots for brilliance and texture!”

Sixfoot chuckled. “Yeah right. Like we’ve got the funding for that. Nope. The robot is right. Ground up ponies.” He pointed. “Have a look.”

Rainbow Dash looked upward toward a system of rails that moved between the factories. They were not visible in the light, so Rainbow Dash was forced to fly higher. When she got closer, she gasped. Running along the rails were hundreds- -even thousands- -of pony corpses impaled on long hooks.

“What- -oh Celestia, what is this?!” she cried.

“It’s a rainbow factory,” said Sixfoot. “From about…” he pointed to two locations. “There to somewhere over there.”

“But- -these are ponies!”

“Yeah, I know. Neat, huh? And since the ground is all clouds, all the blood just goes through. Usually. Lacerated sky and all that.”

“But- -ponies!”

“Well, how do you think we supply the whole world with rainbows? Ponies are all full of color juice. Mostly red. Lots of other colors, though. This place grinds ‘em up and makes rainbows. And glue, oddly. Take that paste-eaters. Pony dye is way cheaper than vegetables.”

“This is insane,” said Rainbow Dash, backing down to the clouds below. “But- -the process! The pools, the mixing- -”

“Equestria’s got, like, eleventy gagillion ponies,” said Sixfoot. “Why, if we tried to have a traditional cemetery, it would stretch all the way to from Hyperboria to Griffonreach and back! Whole place would be graves! Got to do something with the stiffs. Might as well make rainbows.”

“It seems…logical,” said Brown.

“You, though, hairy, would make a terrible rainbow. Nopony likes a brown rainbow. Just doesn’t set the mood.”

“I am fully conscious of the fact that I have a terrible color,” said Brown. “You do not need to remind me.”

“Your color’s fine,” said Rainbow Dash. “I like it.”

“That’s also a part of my job,” said Sixfoot. “All these millions of corpses, you always get a few that don’t stay stiff. Had that problem myself a few times. But they always tend to mess the place up. Got to get them back on track. I have a shovel somewhere around here for the purpose.”

“I can dig it,” said Pinkie_Proctor, dropping several feet through the clouds as his wings vanished.

Rainbow Dash looked back up at the rails, and saw how many there were. Her opinion of Cloudsdale had shifted back to that unpleasant unease that something was wrong with it. It seemed that even Cloudsdale was not safe from the future. Rainbow Dash knew that what Sixfoot was saying really was logical: rainbows were a critical product, and if they could be mass produced by ponies that would otherwise be buried, then it made sense. Those ponies would never have graves for their families to visit, of course, but to Rainbow Dash that was nothing new; as a Pegasus, her people were traditionally buried at sea anyway.

Something about walking through a massive corpse disposal system, though, made her feel terrible and sick. The darkness and Sixfoot’s severe bleachy smell did not help.

They continued to follow Sixfoot through the network of towers and machines, and Sixfoot continued to babble semi-coherently about bizarre things. He told them about the time he mistook an owl with stripes painted on her for a zebra, or when he got his wooden leg stuck in a gopher hole- -in the clouds, apparently- -or in a blender, a toaster, a toilet, and a zebra. He even spent at least half an hour talking about how terrible cloudcumbers tasted, periodically stopping to wave his hoof at the invisible griffons that he seemed to believe were surrounding him.

“So my mother was half donkey,” he said after nearly an hour of continuous talking, “and my father was all donkey. But my mother had no donkey heritage at all, so I’m not really a mule. Or a mule half the time. Don’t feel like a mule. I feel kind of greasy, though.”

Brown had stopped trying to get him to stop talking, and walked alongside Sixfoot looking thoroughly nauseous.

“Have you ever considered a zombie zebra?” asked Proctor_Dash, who seemed to be enjoying exacerbating the situation.

Sixfoot paused and rubbed the whiskers on his chin. “Well, the trotting dead are my sworn enemy. But I’m so old, I’ve already got three feet in the grave and the last one, well, gone. Hmm. You know, I don’t rightfully know. Never had to consider it, I guess. No zebras here. They jam the pipes.” He looked up at the sky, and then pointed toward an incredibly tall column of cloud structure. “That there. That is a snowflake generator. Those darn dirty hairy tie-died fools are camping up at the top.”

“That’s got to be a mile high,” said Rainbow Dash, looking up at the factory.

“Sure is. Makes extra big snowflakes.”

“Is there an access ramp?” asked Brown.

“Sure is. I can show it to you. Fifty five thousand three hundred and seventy two steps. Counted ‘em myself. Twice. Different number up than down, though. No idea how they did that.”

Brown looked up at Rainbow Dash. “It will take me hours to climb it. You can fly, though.” He reached into his fluff and removed his horn-powered rifle. “Take this, and go ahead.”

“Brown,” said Rainbow Dash, taking the weapon. It was oddly heavy. “Are you sure?”

“Yes. I will catch up as quickly as I can.”

“Don’t worry, Rainbow Dash,” said Proctor_Shy. “I’ll be there to help you if you have any problems. That is, if you’re okay with it.”

“And you’ll be okay down here?”

“I am Exmoori,” said Brown. “Of course I will.”

“He’ll be right as rain,” said Sixfoot. “Except the rain in section D. Somepony needs to fix that place. Regular rain, I mean. We can talk stallion to stallion.” He looked down at Brown. “I can even tell ya my secrets for handling the real fat ones, too. And boy do they need a lot of handling.”

Brown shuddered. “Just go,” he said. “I’ll be fine…hopefully.”

“I can carry you.”

“No. You’ve done enough carrying me on the cart. I will take the stairs.”

“Alright,” said Rainbow Dash, taking flight with Proctor humming along beside her. “I’ll just scout it out first, and then I’ll be right back.”

Brown nodded, and watched as Rainbow Dash and Proctor flew out of sight upward in the clouds. As much as heights made him nervous, he wished that he could fly with them. He imagined that there must be a certain degree of freedom associated with being able to move in all three dimensions freely. Upon considering it, though, he decided that flight would be far too terrifying for his tastes.

“You really like that one, don’t you?” said Sixfoot.

“Yes, I do,” replied Brown. Rainbow Dash was now too far for him to see, but he kept looking where she had been.

“Well, she’s a right pretty pony. Even if she isn’t a zebra. You’re a lucky guy, you know that?”

“I know.”

Sixfoot sighed. “Yeah…she’s gonna be sad when you’re dead.”

Brown saw a flash of gold, and saw Sixfoot moving far faster than a pony his age should have been able to. The power supply on Brown’s back immediately shifted and started sparking where Sixfoot had impaled it, and the clouds below Brown suddenly seemed to be much less firm than they had been before.

He dropped several feet into the clouds, barely managing to grab onto the edge of them with his front hooves. The lights on his gravity boots were now blinking red, and he found that he was unable to pull himself up. The clouds were to loose; every time he tried to grab on, he would slip through them as though they were smoke.

Sixfoot walked around him slowly, and as Brown watched the holographic shell around him separated, dividing and collapsing in on itself. Sixfoot leaned close, his face now inches from Brown’s. The elderly pony’s face had been replaced with that of a blue eyed, grinning chiropteran.

“Hello, Brown,” said Five.

“Com- -commander!” cried Brown, struggling not to slip any deeper into the cloud. “Please, help me up! I’m going to fall!”

“I would like to,” giggled Five. “I really would. But unfortunately, you made the wrong choice. You chose serving her over me. And worse, you’ve taken her loyalty from me. So, unfortunately, as a failed clone, you must be eliminated.”

Brown continued to struggle to rise to the surface of the clouds that Five was so easily standing on. His panicked kicking only separated the clouds more, revealing just how thin they really were. Far below him, he saw the raging waves of the ocean beneath. Seeing all that water only made Brown panic further.

“I’m surpsised she didn’t even figure it out,” said Five. “I even used the holo-model of one of the Ponyville gravediggers!”

“Commander,” pleaded Brown, “please…water…”

Five stared at him, frowning. Then she broke into a wide smile. “You’ve been subverting the tropes too long. You can’t be burned, or stabbed, or beaten- -but there’s one fact about your kind that you will never be able to escape. Your bone density is eight times that of a normal pony. You can’t possibly swim. So…”

“Pwease! Wawa…wawa bad fow fwuffy!”

“Fluffy pony DROWNS!”

Five kicked Brown in the face, disengaging him from the cloud and allowing him to drop rapidly toward the ocean below. Although Five was pleased with herself, she would have liked to have watched for the splash- -but was forced to project a network of Order to defend from herself from the blast of magic that came from above her.

From above, Rainbow Dash was racing toward her, and she looked terribly angry. Five projected her Order at the clouds below, forcing them to harden and rise upward as a number of spikes, slowing Rainbow Dash’s descent and absorbing several more blasts from Brown’s rifle.

“You bitch!” she cried.

Five just smiled. “Fight me, or try to save him. Either way, you will fail.”

Rainbow Dash glared at Five, and then at the rapidly sealing hole in the clouds where Brown had fallen through.

“This isn’t over,” she said, throwing the rifle on the ground. “Not by a long shot!”

Rainbow Dash burst through the hole in the clouds, leaving Five alone with the black, green-eyed shadow standing beside her.

“You have no idea what you have done,” said the shadow of Blackest Night.

“Yes, I do,” said Five. “I always have.”

Rainbow Dash accelerated downward through the tempest below, leaving Cloudsdale far above her. It had all been a lie. There were no ponies on top of that tower, and there had been no groundskeeper. Five had known she would go to Cloudsdale from the start, and she had been waiting, preparing to make good on her promise. Rainbow Dash hated herself for not seeing it, and for leaving Brown alone with her.

Through the rain, Rainbow Dash saw a tiny speck in the distance that she knew was Brown. She accelerated, feeling the air bending around her. The air suddenly shifted, breaking free and exploding outward into a sonic rainboom, but it was already too late. She saw the splash as Brown hit the water.

Rainbow Dash did not adjust her course. She plunged straight down, pulling herself into a spin and closing her wings around her. The water hit her like concrete, nearly rendering her unconscious, but the inertia of the impact powered her forward into the depths.

The water was so dark, far more darker than she had ever imagined. For a moment, she panicked, wondering if she would even be able to find Brown in the darkness and in the storm-driven motion of the water. She could not allow herself to give up, though, and she swam deeper.

By some miracle, she saw an object sinking, and realized that it was Brown. She reached out and grabbed him, only to find that his weight was dragging her under as well. Rainbow Dash had never been a strong swimmer, and Brown was heavy. Even as she flapped her wings futilely through the water, she found that she could not lift him.

Her lungs burned for air, but worse, her left legs were starting to feel strange. They were no longer responding properly to her will, and she felt a distant and tingling pain from the prosthetics. She realized that the saltwater was shorting them out, and that she had to hurry. Even with four legs and a pair of wings, she was barely able to slow Brown’s descent into water below. With two of her metal legs no longer working, she would not be able to get them out.

She forced all of her last energy into her wings and tried to pull herself upward. As she did, she looked down at Brown, and he looked up at her. She saw the terror in blue eyes, and then saw the bubbles as he could no longer hold his breath. He struggled slightly, and started to go limp as he started to drown.

He was dying, and Rainbow Dash realized that she was too. She could feel her lungs tightening, trying to pull air into themselves, and she knew that the only way that she might survive would be to release Brown. Without his weight, she would be able to swim toward the surface.

Rainbow Dash knew that letting Brown die was the only way she would survive- -but instead, she held him tighter. There was no way she was going to leave him behind. She would never leave a friend like that, especially him. If they died, they would die together.

She felt herself growing weaker, and her robotic legs had almost totally failed. The pressure in her lungs was too much, and she felt herself take a fraction of a breath, filling her lungs with water. She coughed, expelling the last of her air, an knew that she was about to die. Her vision was beginning to fade, and she saw a white light arising from below her.

Then she felt the white light pushing against her body, and realized that it was not a light at all. It was a swarm of thousands of glowing cuttlefish rising from the depths, surrounding her and Brown in a vortex of tiny squids. She felt their squishy bodies against her, pushing her and Brown upward.

Within seconds, they broke the surface, and Rainbow Dash coughed for air. Brown was not moving, and even with the help of the cuttlefish, he was still dragging her down. The waves broke around her, continually pushing her downward and she choked and gasped for air.

Then she felt a pair of hooves surround her, and saw a pair of thin, sickly yellow legs crossing her chest. She heard the sound of two immense wings beating in the air, and saw the flash of yellow feathers as she was dragged through the water. For a moment, she struggled, her mind overcome with images of the angel of death, but struggling almost made her drop Brown, and she compensated by holding his limp body tighter.

The water soon gave way to sand as they were dragged onto the island that sat below Cloudsdale, and Rainbow Dash felt the yellow hooves release her. She stood on the sand, shaking, and fell as her robotic limbs gave out under her wait. They were barely functional, but she still managed to drag Brown onto the shore with her teeth.

He was not moving, and he was cold, his eyes blank and still open.

“Come on, Brown,” said Rainbow Dash, trying to recall her CPR training from the Wonderbolt’s Academy. “You’re not dead yet.”

She pressed on his chest, estimating the correct number of compressions, and then tried to breath into his mouth. He tasted like salt water.

“Come on!” she cried, pressing on his chest again. She realized that she was probably crying, but she had no time to consider that now. “Don’t die! Don’t die!”

She breathed into his mouth again, and started more compressions. “Is this how easy it is to kill an Exmoori?” she screamed at him, “I thought you were supposed to be strong! Come on, Brown, prove it to me!”

Brown twitched slightly and vomited an exceptional amount of water.

“Brown!” cried Rainbow Dash, feeling more relieved than she ever had. She wrapped him in a hug as he coughed. “I thought I lost you!”

“Rainbow,” whispered Brown.

“Just be quiet,” said Brown. “You really are durable, but don’t talk.”

“Rainbow…behind you…”

Rainbow Dash turned, looking over her shoulder- -and saw that the beach was covered in gray, six-winged, chitinous creatures. She immediately recognized them. They were the forest-dwelling creatures that she had seen what felt like years ago.

Their heads rotated toward her, the green substance behind their transparent helmets shifting. Their wings vibrated, and they seemed to buzz lightly in communication with each other. Then they slowly started to advance.

Rainbow Dash tried to stand again, only to fall to her side. “Come and get it,” she said. “If you lay one hoof on him, I’ll kill you all!”

“Stop,” said a soft voice from the treeline.

The insect-like creatures immediately responded. They stopped moving, and even fell back, retreating to the border of the forest at the orders of their unseen commander.

“Who’s there?” cried Rainbow Dash. “Show yourself!”

The sonic rainboom had cleared the weather in the general area of the island, but the storm still raged in the distance. In the light of a distant flash of lightning, Rainbow Dash saw the silhouette of a pony standing on one of the low branches of the trees- -and a pair of gigantic, blood-red eyes.

The pony jumped down from the branch and slowly started to cross the sand. As she approached, Rainbow Dash was able to see her more clearly. She was a pale yellow Pegasus with a long, deep-red mane. Her wings were preposterously large, far larger than the wings of any normal Pegasus, to the point where they covered most of her body and nearly dragged on the ground behind her.

Her most noticeable aspect, though, was her eyes. They had no whites and no pupils, and they did not blink. They were a horrible shade of red, like the eyes of an albino rat.

“It is you,” she said, her voice an aggressive hiss spoken through a set of long, highly visible fangs. “I almost didn’t believe it, but you are here. You finally came.”

Rainbow Dash positioned herself over Brown, ready to defend him from this strange pony. “What are you?” she demanded. “What do you want?”

“Who am I?” The Pegasus sounded hurt. “You mean you don’t recognize me? Oh. The eyes. Sorry. Oh my, I must have terrified you! Hold on…”

She contorted her face and groaned, and Rainbow Dash watched as the red surface of her eyes shifted, narrowing into a pair of large red pony eyes. At the same time, her fangs retracted slightly, and her hair became a slightly softer shade of red.

“That…that’s the best I can do, I think,” she said, sounding out of breath. “It really does hurt, though.”

Rainbow Dash looked at the large-winged Pegasus, and felt something inside her. For a moment, she thought she might know something, but it was trapped in the back of her mind. Then, all at once, it rushed forward to the front, and Rainbow Dash realized who she was speaking to.”

“Flut- -Fluttershy?”

Fluttershy smiled. “Nopony’s called me that in so long. I’ve missed you, Rainbow Dash.”

“Lady Vale!” said a tiny, heavily accented voice. A pony stepped forward beside Fluttershy. He- -or she- -was dressed in the same type of armor as the insect-things, but instead of being shaped like a large semi-pony, he or she was an actual pony, just dressed in hard gray organic plates. That pony had not been the one speaking, though- -rather, a breezy standing on its head had.

“Yes, Colonel Softgust?”

“This area is not remotely secure!” said the tiny fairy creature. “I recommend immediate withdrawal from the area!”

“I declare the area secure,” said the pony that the breezy was standing on. She spoke with an absolutely monotone voice, and her helmet retracted, revealing a sallow, dead-looing pony whose skin was overgrown with green material. “However, the brown one is badly injured. He requires immediate medical care.”

“Thank you, TC,” said Fluttershy, almost sounding like her former self. Her eyes collapsed back into pure red. Around her, the insect creatures stepped forward toward Brown, and Rainbow Dash tried to stand again.

“Don’t worry,” said Fluttershy, “these are my soldiers. The gohh are my friends. They are going to help you. But I have to agree with Softgust. This place is not safe anymore.” She looked to her side. “It is time for us to go.”

Beside her, a creature appeared from the nothingness. He was dressed in tattered yellow robes, and his face was covered in mask. A rusted shackle hung around his neck, the chain dangling in a wind that perhaps only he could feel. The gohh- -including the one that looked like a pony- -all stepped back at his presence.

“This might feel a little strange,” said Fluttershy as the gohh picked up Brown.

Rainbow Dash felt terribly sick as space distorted around her.