*bang*

Twilight groaned.

Her head pounded painfully as she slowly drifted out of unconsciousness and into the waking world.

Ohhh... my head... what-

*BANG*

She snapped to full wakefulness at the sudden sound and immediately noticed a few things off about her current situation.

Her entire body was sore. Really sore. She felt as if she had taken a tumble down a rocky cliff and was forced to wrestle with a manticore at the bottom.

It was incredibly bright. She had to squint almost as soon as she fully opened her eyes. Blinking a few times, she could just make out the bright glow of fluorescent lights directly overhead.

She couldn't move. She was lying flat - her back against an uncomfortably cold metal platform. Looking further down her body, she could see both her fore and hind legs bound securely to the table by thick leather straps.

She could hear voices. Nothing specific, just a lot of muffled, unintelligible grunting and shouting. While she couldn't make out any words, she could definitely hear the panic. And then there was-

*BANG*

Twilight's eyes shot towards the far side of the room, opposite of the table she was strapped to. Her gaze settled on a large metal door with no handles that she could see and a single tinted window that hid the world outside from view.

Why have the window at all? she thought idly.

What Twilight found odd, was the rather large dent in the metal door. It seemed to be bulging inward - almost as if somepony was-

*BANG*

Twilight would've jumped if she could. Instead she just yelped in surprise as the dent In the thick metal door became more pronounced.

Now she was getting scared.

"What in Celestia's name is going on?" she cried. She struggled to break free of the leather straps holding her down. That lasted all of a few second before she remembered she was a unicorn. Clenching her eyes shut in concentration, she tried to cast a spell to unlock the restraints... to no avail.

She felt the buildup of magic flow through her body and up to her horn before it was forced back into her wellspring - the feedback causing her to cry out in shock and pain.

"Wha?" she crossed her eyes, trying to get a glimpse of her own horn. She managed to catch a glint of metal wrapped around the base of her horn. Her panic rose in tandem with her struggling.

"Somepony get me out of here!" she screamed. The only response she got was another loud bang and an increase in the muffled shouting that was coming from behind the door.

It was then that she felt something inside of her shift.

Her eyes snapped opened at the sensation. She could feel it, not from any single part of her body, but rather everywhere at once. It was like something at the core of her being calling out to her, telling her that if she wanted to break free, all she had to do... was break free.

It was as simple as that.

Rather than question the strange turn of events, she listened to that voice of power within and watched in awe and fear as black tendrils rose up from underneath her lavender fur and wrapped themselves around her forelegs. In a matter of seconds, the tendrils had vanished back into her fur leaving two very deadly looking blades in place of each of her front hooves.

What in Tartarus...

Speechless, she slowly lifted the two blades, slicing right through the leather restraints as though they weren't even there.

For a moment, she completely forgot about the banging, the yelling, the contraption blocking her magic... all of it. The only thing she was focused on were the silvery blades shining in the light where her hooves used to be.

She didn't notice her breath start to pick up as she began hyperventilating, she didn't notice as the twisted scrap metal that used to be the door slammed into the wall right next to her, she didn't notice as a pair of cyan hooves grabbed her by the withers and shook her roughly, nor did she hear the raspy voice screaming her name.

It wasn't until she felt a stinging pain in her cheek as her face was jerked to the side by a hard slap that she came back to her senses.

"TWILIGHT!"

Twilight blinked and slowly turned her head back around to face...

"...Rainbow Dash?"

Sure enough, the cocksure rainbow maned pegasus was standing over her, her expression a mix of different emotions. Twilight could see anger, relief, confusion, and most prominently... fear and outright horror.

Twilight felt that same horror as she got a better look at her cyan friend. She was panting heavily and covered in blood.

A lot of it.

"Rainbow..." Twilight whimpered, "what's going on?"

"I..." she swallowed and tried again, "I don't know, Twi - well I mean, I-I know a few things... but..." she trailed off, eyes glazing over for a brief moment before shaking her head, "look, w-we need to get out of here... a-and find the others."

It was painfully obvious to Twilight, that Rainbow was barely keeping it together. Whatever she saw... whatever she did... it was haunting her.

What happened to you Rainbow?

"Your hooves."

Twilight blinked and looked at Rainbow Dash in confusion.

"Think about your hooves. They'll go back to normal," she clarified, avoiding Twilight's questioning gaze.

Twilight looked down at her bladed limbs and, after a moment, the small black tendrils resurfaced and swallowed the weapons, leaving her with pristine lavender hooves once again.

Twilight looked to Rainbow, mouth opening to ask about what she knew, but the pegasus was already up and moving towards the doorway.

"We need to grab the rest of the girls and get the buck out of here, Twilight. Now," Rainbow said as she continued to walk, "I'll explain what I... found out on the way."

In her panic and bewilderment, Twilight had completely forgotten that Rainbow Dash had mentioned their other friends were here. Worried for the others, Twilight tried to pull herself off the table, but was stopped short by the leather straps still affixed to her hind legs.

"Come on, Twilight!" Rainbow Dash growled impatiently, "We. Need. To. Go."

"I'm trying, Rainbow," Twilight replied frantically pulling against the straps, "but the restraints-"

"Just bust through em'" - Rainbow Dash jerked her head towards the crumpled metal lying against the wall beside Twilight - "like I did with the door."

Twilight looked at the door, then at the restraints binding her legs. She felt that odd pull of power from within once again calling out to her.

If I want to break free, I just have to...

She gave a mighty yank of her hind legs and the leather straps not only snapped off, they flew off the table and hit the ceiling with a loud thwack.

"See?" Rainbow Dash said, wearing a shallow facade of her normally cocky grin, "nothin' to it. Now let's move."

Once Twilight had gotten over her initial shock at how easily she broke through her bonds, she rolled off the table and shakily followed Rainbow out of the small room.

"So," Twilight began nervously as she caught up to her cyan friend, "what did you find out about..." she slowed to a stop as she stepped outside the doorway.

Bodies. Lots of them.

They littered the hallway outside of the room. The vast majority of them were torn to shreds and the off-white walls of the hall were stained a dark red.

"R-Rainbow Dash," she whispered in a shaky voice, "what happened out here?"

Rainbow said nothing as she continued her steady trot forward. She didn't look at Twilight, though Twilight could see one of her ears flicker every so often.

Rather than press the issue, Twilight followed quietly behind, her eyes glued to the gruesome scene. As she observed the bodies, she mentally noted a few things that stood out to her. The vast majority of the ponies wore some kind of black and dark blue security barding, but she could also see a few of the corpses wearing hazmat suits and lab coats as well.

As she looked closer, she could see that the barding, hazmat suits, and lab coats were all stamped with a black and red biohazard symbol.

What is this place? she thought, sweeping her gaze over the long hallway and the unmarked doors lining the walls at regular intervals, it's obviously some kind of facility... but what was it used for? What did they do to us?

Twilight's mind quickly went to work trying to piece an answer together from what she had seen so far.

"Not as broken up about the bodies as you should be, are you, Twi?"

Twilight flinched and looked towards Rainbow Dash who had turned her head to look back at her as she trotted along. She had been so lost in thought that she had forgotten Rainbow was even there.

"Sorry, Dash," Twilight said with an apologetic frown, "what was that?"

Rainbow shook her head with a mirthless chuckle and pointed a hoof back towards the bodies, "The horror show we just left back there. How do you feel about it? Honestly?"

Twilight gave her a bemused look before turning her gaze back towards where they had left. She eyed the mountain of corpses, the bloody walls, and some gouges in the floor and ceiling she hadn't noticed before for a long minute. She wrinkle her nose at the overpowering smell of copper, but otherwise...

"Well, Dash... to tell you the truth, I..."

Her eyes widened in horrified realization.

"I... I don't-"

"You don't really give a buck, do you?" Rainbow finished bluntly.

Twilight snapped her head towards Rainbow Dash, her voice thick with panic as she replied.

"Th-that's not true!" she sputtered, "I... I just-"

"It's fine, Twilight," Rainbow blinked, "well, no... it's not fine. But I don't think it's your fault. I feel the same way and I'm pretty sure the others are gonna feel similar if whatever happened to us, happened to them."

"What did happen to us, Rainbow?" Twilight asked, panic still tinging her voice, "you said you had some answers. Who were those ponies, and what did they do to us? To our bodies? Why do I have weird black... tentacles growing out me and making weapons?"

"I don't think It was just our bodies, Twi," Rainbow Dash answered with a grim frown, "and those black tentacle things can do more than just make weapons."

"W-What do you mean?"

Rainbow stopped at a turn just up ahead. She raised a hoof to silence Twilight and peered around the corner. After a few seconds she motioned for Twilight to follow and they continued down the hall.

"Twi, I'm gonna be straight with you here," Rainbow said, turning her head to look Twilight in the eye, "you probably already figured it out, but I was the one who slaughtered all those ponies back there while I was trying to bust you out of that room."

Twilight gulped and nodded. She had already deduced that much given all the blood still coating Rainbow's fur, and - like the massacre she had seen - the confirmation didn't seem to bother her too much, if at all.

The lack of sympathy wasn't comforting in the slightest.

"Killing those ponies the way I did... that's not what's messing me up," Rainbow continued, "what has me freaked out, is the fact that these ponies messed with our heads, Twi."

She turned and glared at nothing in particular, "I know they did something because I didn't just kill them... I enjoyed it. All that blood..."

She looked back at Twilight helplessly and Twilight could see tears beginning to stream down her bloody face, "I... I have this thing about blood, you know? Can't stand the sight of it. N-Now look at me," she gave a short chuckle that quickly gave way to a choked sob, "I'm practically drenched in the stuff and I don't even care!"

Twilight didn't think.

She wrapped her friend in a tight embrace, heedless of the residual blood staining her fur. Rainbow had tried to hide it, but Twilight and the rest of the girls knew all about her hemophobia. She may not have cared about the blood or murder, but it was clear that the stress of the situation was still hitting her hard.

"I'm sorry, Dash," Twilight whispered, stroking Rainbow's mane as she continued to sob into the crook of Twilight's neck, "I'm so sorry..."

The two remained this way for a few more minutes before Rainbow Dash managed to collect herself. With a sniff, she pulled back and wiped her eyes.

"Thanks, Twilight," she said gratefully, "I-I guess I really needed that."

"Anytime, Rainbow Dash," Twilight replied with a gentle smile, "I don't care how messed up this situation is, you can always count on me and the other girls to be here for you."

Rainbow Dash returned the smile before frowning and punching Twilight in the shoulder playfully.

"Don't go telling the others I was bawling like a foal, got it?"

Twilight chuckled and shook her head, "Don't worry, Dashie. You're secret's safe with me."

Rainbow nodded in approval and continued trotting ahead, Twilight quickly following behind.

"So, what did you mean when you said those tentacles could do more than make weapons?" Twilight asked, trying to get back on topic.

"Oh, that's right!" Rainbow exclaimed, "so get this, when I stabbed one of the egghead looking ponies after I first woke up, I got this weird urge to... feed I guess. Like some kinda weird hunger that didn't have anything to do with my stomach. Next thing I know, all these tentacles are flying out of my body and pulling the guy into me."

Twilight looked at Rainbow incredulously.

"I know, right?" Rainbow cried, "It freaked me out!"

Her tone became serious once again, "so... something weird happened after that."

"Yeah?" Twilight prompted.

"I started seeing things - memories, I think. Things that guy saw."

"Like what?"

Rainbow turned to Twilight with a dark expression, "Like him and a couple of other ponies strapping you down and injecting something into you with a needle."

"W-What!?" Twilight cried in alarm.

Rainbow only nodded, "Yeah. It..." she looked away with a pained expression, "it wasn't pretty, Twi."

Twilight was almost afraid to ask what had transpired.

...Almost.

"What happened to me, Dash?" she asked with equal parts fear and conviction.

For a few heartbeats, Rainbow Dash looked away, biting her lip and saying nothing, but then she sighed and looked back to Twilight. She spoke, her voice heavy with resignation.

"I didn't quite catch everything, but from what I saw, you went with the guy in the lab coat willingly. You looked kind of excited actually, talking about how you and the rest of the girls were finally going to get a chance to make things right - that you 'wouldn't fail the Princess again'."

Twilight furrowed her brow in thought.

I failed the Princess? When? How? The only time I can remember feeling like I failed was during the Mr. Smarty Pants incident and that was ages ago.... or at least I think it was...

She tried to recall the last thing she remembered before waking up, but was interrupted as Rainbow Dash began speaking again.

"So after that, you and the scientist pony started talking a bunch of egghead nonsense," she stopped and lifted a hoof to her chin thoughtfully, "you know, while I was in the memory I could understand everything you two were talking about... but now I can't remember what any of it means..." she shook her head and continued forward.

"Anyway, you started getting all nervous for some reason. Then he mention something about a virus and you completely flipped out."

A virus? Twilight thought, with a frown, that must be what they injected me, Rainbow, and possibly the rest of the girls with. Apparently I went into whatever this... this... project was, willingly, but what about Rainbow and the rest? Did they have a choice? Based on my reaction, it seems I wasn't told everything. Did the Princess-

A sharp poke to her side snapped Twilight out of her thoughts.

"Hey! Equis to Twilight, can you hear me?"

Twilight blinked a few times and turned to face Rainbow with an apologetic smile, "Sorry, Rainbow Dash, what were you saying?"

Rainbow Dash frowned at Twilight, "Geez, Twi, you really need to pay more attention. We're still in enemy territory here as far as I'm concerned. You can't afford to be spacing out all the time like you usually do."

"You're right, Dash," Twilight conceded, "sorry about that."

"It's fine, just be more careful about it," Rainbow replied with a small smile. The smile didn't last long and her features darkened once again as she continued her recollection, "Now listen up," she said, her tone becoming ominous, "because this is where things get really bad."

Twilight nodded with an apprehensive grimace.

"The scientist mentioned a virus and pulled out the needle from his coat. Once you saw that, you completely lost it. You started screaming at the guy about repercussions and immorality and ethics before two of the security ponies grabbed you and slammed that thing on your horn. After that, they forced you onto the table and strapped you down while the scientist injected you with that needle."

Rainbow visibly swallowed before continuing in a low, shaky voice.

"At first, nothing happened and you just kept yelling at the scientist, asking where me and the rest of the girls were," at this, Rainbow slowed her trot and turned to face Twilight.

"And then you started changing."

Twilight could almost physically feel the gravity of Rainbow's words and it made her mouth run dry.

"H-How exactly did I start... changing?"

The two quickly and quietly turned another corner before Rainbow answered, keeping her voice low.

"When things first started, you were screaming at the scientist... but then... but then... you just started screaming. Not words. Just... screaming. A-and - and then... and t-then the... oh, horseapples, Twilight, don't make me say it," Rainbow pleaded desperately, "please! I'm having enough trouble keeping the vomit down just thinking about it. I don't want you to even have to imagine the same thing I did."

Rainbow's account had left Twilight shaken. She didn't know what to say. On one hoof, she was more curious than ever about the event that had changed her and her friend. On the other hoof though...

Rainbow Dash looks ready to fall apart all over again... and that was just from the memory. I can't let her relive whatever happened if it's going to cause her that much pain.

Twilight wrapped her hooves around Rainbow Dash's shaking form.

"It's alright, Rainbow," Twilight assured in a soft voice, "you don't have to tell me if you're not ready."

"That's just it, Twi," Rainbow replied, shaking her head and pushing herself away from Twilight, "I don't think I'll ever be ready to tell you. I'm sorry, but you're either gonna have to find another egghead and do what I did, or just forget about it, but really, I hope you don't ever find out."

Twilight didn't respond right away, she just stood there, looking deep into Rainbow Dash's eyes. The pain she saw was immense.

"Was it really that bad?" she finally asked in a quiet voice.

"Twilight, after seeing what happened in that memory... I'm fully convinced the both of us died on that table."

With that, she turned and continued down the hallway.

Author's Notes:

So I got PROTOTYPE recently because it was like, five bucks at my local Gamestop and I had been meaning to play it ever since I read Legionary's Oskar Osäker: True Omnivore awhile back.

The game is a blast and inspired me to write my own story. Now you guys get this, whether you want it or not. It wasn't a completely random decision though. Way back before I even put The Masks We Wear on hiatus (which might be ending sooner than expected, no promises though) I had been meaning to write a story I could put out chapters for every couple of days or so while I work on other stories.

I've decided that this is going to be that story.

Hope you guys enjoy and look forward to more!