Scootaloo was one fast filly. Before the Incident, Scootaloo was THE fastest filly- the Ponyville Schoolhouse even had a race to prove it. But no amount of strength could get her to Cloudsdale. She hadn’t called the group “The Flightless Birds” for nothing, after all. Devising a plan, she grabbed her scooter, her wings flapping furiously, and started getting herself up there. She was halfway there when she dropped her scooter.

“No!” The scooter, now broken, was lying beneath her. She snorted. That scooter had been with her before the Incident, before her cutie mark, when she had first met her friends, and now, because she couldn’t reach a simple cloud, it was broken. While she was thinking, she got even angrier. Then, like they had a mind of their own, her wings started flapping. She was so angry she didn’t realize what she was doing until she did a 360° in the air.

“What the…” She looked down. She was ABOVE Cloudsdale. She was flying. Actually flying! Getting on the patio of the Weather Factory, she stopped to catch her breath. Then she realized something.

“Oh no. It’s fun flying, but I can’t be a member of the Flightless Birds if I can’t fly! That’s the whole point of the group! Nopony there can fly and it’s a place to do two things: help flightless pegasi like me 2 minutes ago be accepted, and also to help other fillies find their place! Well, I guess to spy on the Master’s group as well, but we don’t really do that often… Well fine! Who cares! If I have to leave, then saving Waterfall will be my last duty as a Leader of the Flightless Birds!” She smiled confidently to herself. Then she heard a scream from the Weather Factory.

“Waterfall!” Scootaloo kicked open the door. There was a crunch and the door flew off its hinges. Scootaloo chuckled to herself. That door’s been used last in the year who knows when, she thought to herself. No wonder it broke after one kick from a filly.

“Ah, Scootaloo. Nice to see you again! Don’t you remember this place?” A voice brought her out of her thoughts. “You were the one filly to escape. Don’t tell me you forgot!” It was the Master. As Scootaloo looked around, she noticed that it was familiar. The conveyors… the stench… the color… everything. The Rainbow Factory.

“But I thought it exploded!” Scootaloo yelled, truly scared now. Apple Bloom and Sweetie Belle had the right idea… I hope they’re okay, whatever they’re doing. She remembered that when she had failed her flight test, two pegasus stallions had brought her and her new friend Orion to this place, along with a young filly named Aurora Dawn. When that filly had been shoved down the Pegasus Device, Scootaloo had kicked a guard, causing him to scream and use words that fillies should not be hearing. He had grabbed for her, but by then she kicked a hole in the cloud floor and tried to fly down. She ended up falling into Ponyville. By then she met Sweetie Belle, and when she met Apple Bloom at Diamond Tiara’s cute-ciñera the Cutie Mark Crusaders were born. And Rainbow Dash had finished her evil ways and ended up letting Scootaloo be under her wing and taught her flight tips, hung out, and, well, taught the filly to be totally awesome. Rainbow Dash was the ultimate sister. Or so Scootaloo thought. “Why are you doing this? I thought you had finished being evil after I escaped!”

“Really? You actually thought I wanted to let you under my wing? I was actually NOT letting you out of my SIGHT!” Rainbow Dash was angry.

“Remember your friend Orion? Well, I let him live. He works for us now. Come on out, Orion. Say hi to your old friend.” A shape came out of the darkness. It was Orion.

“I don’t have any friends.” The words stung Scootaloo like a knife. “The one friend I had abandoned me. Why would she be my friend now?”

“Orion, I wanted to bring you with me. Really! But you were already above the machine, being held by Rainbow Dash. I couldn’t save you without possibly being killed myself. Orion… please…” Scootaloo held a pleading gaze on Orion. “Please…” He looked confused.

“You want my help?” Orion asked. Scootaloo nodded. He held out a hoof to her. “Take it, I’ll make sure they let you live,” he said. Scootaloo reached for his hoof and grabbed it. That’s when Orion pushed her toward two burly pegasus guards. As they grabbed her, Scootaloo felt like she was about to cry.

“Why would you do this?” she asked Orion, tears threatening to spill.

“Not all ponies are trustworthy.” Orion answered. “Take her away. Get her out of my sight.” And following their orders, the guards dragged a sobbing Scootaloo to the Rainbow Factory dungeons.

Author's Notes:

Note: Original Rainbow Factory fanfic is here.

Also, alternate universe to Rainbow Factory. In this universe, Scootaloo escapes the Rainbow Factory. Orion lives, but works at the Factory, and Aurora still dies.