Author's notes

Thank you for picking my story. I read Rainbow Factory, then watched the song on YouTube. I've had this stuck in my head for a while, and it would be nice as a different ending. This is an alternative ending. Enjoy reading bronies and pegasisters!

Scootaloo ran. Through the dullened corridor. She didn't care where she was going, just as long as she was as far away from her.

Chains still clutched to her hooves, clashing as she ran for her life.

Dried and fresh blood stained her coat, feathers and hair. Various cuts, scars and bruises coated her body. Especially, were the chains cut into her skin.

Every step. Every movement. Every breath. Hurt like hell.

But what hurt the most, wasn't the cuts or broken bones. It was her broken heart. Cracked due to the fact that the one she loved the most, the one she looked up to, had turned her back on her. Turned evil. Has a lust to kill and a taste for unfortunate's blood.

"Mmmhehehe! Oh Scootaloo! Don't you want a hug? To play? Ooo! What about another lesson? A lesson in murder!" Rainbow Dash taunted as she flew closer to Scootaloo.

Scootaloo didn't reply. She didn't want to reply. She just ran.

That was until she was abrubtly stopped as Rainbow landed in front of her.

Her beautiful cyan wings fluttered slowly and gently. It was a shame that now, the were covered in foal's blood, and her own as Scootaloo attacked her earlier to escape.

She wore a long white lab coat, that was obviously too large for her. But now it was stained with blood. Same with her hair, feathers and coat. Her usually magneta eyes were now a deep scarlet red.

"Come on Scootaloo. Don't you love rainbows? Everypony loves rainbows! We need to make lots of rainbows for everypony to enjoy. Without them, everyone would be saddy waddy. You wouldn't want that, would you?" She walked closer to Scootaloo, with a menacing gleam in her eye and an evil smirk.

Scootaloo frantically searched around her. Anything to protect her with. Feathers? No. Smashed goggles? No. Sharp, jagged piece of metal? Yes.

She instantly grabbed it and thrashed it at Rainbow.

"GAAH!" Rainbow staggered back.

The right side of her face began to bleed.

"Ahhh! YOU LITTLE BITCH!" She yelled as she collapsed to the ground.

Scootaloo saw a door. The fire exit. She placed the bloodied metal in her mouth and ran.

She burst out of the building and leapt onto the fresh cloud outside.

Blinding sunlight shone at her.

She carelessly ran around and jumped off. She spread out her wings.

She fell.

Ideas flashed through her mind, as she furiously flapped her wings. Loose feathers spluttered out around her.

"Remember. Let your wings be free. Like your mind. Like your heart."

Memorizing Rainbow's words from last week, she stopped flapping and glided.

However, the pain from her broken wing and throbbing skull overpowered her. And she fell unconscious.

Leaving her plummeting to the ground. To her death.

Meanwhile, off in the distance, a gleaming gold chariot, sat two alicorn mares.

One was white with green, pink and blue flowing hair. She was also taller than the other one.

The second alicorn was a dark musky blue. Her midnight blue hair flowed, like her sister's, but sparkled like the stars in the night.

They were obviously, the rulers of Equestria. Princess Celestia and Princess Luna.

They were heading to Ponyville.

Twilight Sparkle's home to be precise.

Apparently, Twilight has noticed ponies disappearing. Also, she stated Rainbow's unusual behaviour.

But what really got their attention, was that she wrote that foals have been disappearing. Pegasi foals. She also put down that Pinkie Pie had a crazy idea, that she had pony-napped ponies, drugged them, tied them to a table under Sugarcube Corner, tortures them, mutilates them and turns them into cupcakes.

Fortunately, Pinkie had made this up. As well to be sure, Twilight inspected the basement of Sugarcube Corner and found nothing. (Thank Celestia!) Only flour, sugar, boxes and Mr. Cakes special cola. Which Pinkie 'borrowed' for parties.

As they neared Ponyville, Luna spotted an orange and fushia speck.

It only took a split second for Luna to realise that it was a foal. A foal falling to the earth.

She immediately leapt out of the chariot and zoomed towards the filly.

Scootaloo opened her eyes. The ground. And it was coming up quick.

With the metal still clamped in her mouth, she attempted to flap her wings.

But only muffled a cry in pain.

Suddenly, she stopped falling. She felt warm.

She glanced up to see the worried face of Luna.

"Don't worry, young one. You're safe now." She soothed.

Luna noted that the filly was injured.

She carefully flew back to the chariot.

"Sister! What in Equestria were yo-" Celestia stopped as she recognised the bleeding filly. "Scootaloo?"

But Scootaloo was asleep in Luna's fore legs.

"Let her sleep Tia. We shall aid and tend to her injuries at Twilight's. We will ask questions when she is awake and ready. But first, let her rest." Luna stroked Scootaloo's mane as the chariot headed to Ponyville- again.

Luna levitated the metal placed next to Celestia.

"What happened to you Scootaloo?" Luna whispered.

"We don't know. But we need to find Rainbow Dash. She surely would be concerned." Celestia said.

"Yes. I just wish that she will be okay."

"She will be, Luna."

Little did they know, that a certain rainbow named pegasus watched as the chariot landed in Ponyville.

"Hmmm. Seems like we're going to have some vistors soon. I hope they like to make some rainbows. 'Cause they're the special ingredient! Muhahahaha!"

"Ma'am? We no longer have any foals to put in the machine." A grey pegasus stallion approached Rainbow.

"Don't worry. We will have a 'delivery' later. Get the cloroform ready." She walked back inside, followed by the stallion.

"Just you wait Scootaloo. You'll be gone by tomorrow night. Just you wait. Hahahahaha!" She cackled as it echoed through the corridor.

Scootaloo fluttered her eyes open. She groaned.

She felt soft and warm. She raised her head and looked around.

Bed, basket, books, books, more books.... more books. Yep, she was in the library.

But how?

She remembered Rainbow yelling at her, the piece of metal, the door...then falling.

She heard the sound of hooves coming up the stairs. She quickly dived under the covers, hoping it wasn't Rainbow.

"Scootaloo? Are you okay?"

Scootaloo looked up.

"Princess Luna?"

"Yes. Now you're awake, I was hoping you would like something to eat. You looked battered when I caught you." She hovered over a tray.

Now she remembers. Feeling warm in Luna's embrace.

Scootaloo looked at the tray that Luna placed on the bed.

Hot chocolate, chocolate chip cookies, fruit shorties and her favourite, apple and cinnamon muffin.

"T-thank you Princess."

"Call me Luna."

Scootaloo nodded and instantly dove into the delicious treats.

Luna watched. She giggled. Her and Celestia used eat like that. With crumbs flying in different directions. She still eats like that actually.

When Scootaloo had finished, Luna picked up the tray and placed it on the floor.

"Scootaloo." She sound stern. "We would like you to come downstairs. To-"

"I know Luna. Answer some questions."

"Good."

Scootaloo jumped out of bed. Now she had a really good look at her body.

Bandages wrapped around her hooves, waist and wings. Plasters on her cuts.

She flapped her wing. "Eep!"

"Oh, don't do that. It will still hurt. But I've managed to reconnect the broken bones." Luna opened the door.

"You mean you used magic to heal me?"

"Yes."

"Awesome. Thanks Princess. If Rainbow Dash knew, she would go to you instead of the hospital, when she broken her wing."

Instantly, when Scootaloo said her name, she stopped dead in her tracks. "Rainbow Dash."

"Come Scootaloo."

Scootaloo followed Luna downstairs to see; Fluttershy, Pinkie Pie, Applejack, Twilight Sparkle, Rarity, Spike and Princess Celestia.

"We couldn't find Rainbow any where. She's probably sleeping on a cloud." Twilight smirked.

"No. No she isn't." Scootaloo's eyes welled up at the memory.

"You stupid brat! Did you really think I loved you?! You're nothing! Just a pathetic piece of worthless crap!" She spat at Scootaloo. Scootaloo only cried in response. But I loved you.

"Scootaloo?"

"She tried to kill me."

"WHAT?!"

"Tha can't be true!" Applejack insisted.

"It is. I went to do me flying test. But I failed. So they took me to the Rainbow Factory. They chain me up. And then, there was Rainbow Dash. But not the happy, care free Rainbow. The evil one. She told me I was pathetic. Then she told me that every failed foal got sent here and...and...."

"And?"

"Got put in this big machine. Then liquid rainbow came out."

Fluttershy fainted. Pinkie stopped bouncing off the walls. Rarity froze to the spot. Applejack stood up.

"Tha is not true."

"But it is!"

"So ya tellin me tha Rainbow is pony nappin foals ta turn them inta liquid rainbows?"

"Yes!" Tears poured out of Scootaloo's eyes.

"Well, I does make sense."

Everypony stared at Twilight.

"Only pegasi foals are going missing. And they tell us that they are going to do their flight test."

"S-s-so you mean, R-rainbow Dash kills ponies." Fluttershy fainted...again.

"Hmmm. To see if this is true, we must visit the factory." Luna stated.

"Don't worry Scootaloo." Celestia hushed.

But Celestia knew this was true. She told the pegasi, after Nightmare Moon's banishment, to create rainbows without the use of unicorn or alicorn magic. But something this gruesome!

"Please can you stay be me? Rainbow hates me, and she wants to kill me!"

"Don't worry. You can stay in my back." Luna said.

The golden chariot outside, now held two princesses, five mares and a filly. And were heading to Cloudsdale. Heading towards their death....

The chariot landed at the front doors of an enormous cloud building.

On the front was written Rainbow Factory. Pools of liquid rainbows sat either side of the building.

The princesses and mares opened the grand doors.

When they entered, they were suprised.

The interior of the building was beautiful. A water fountain was at the side of the front desk.

A green pegasus read a magazine. "Hello and welcome to the Rainbow Factory. Where your dreams and hopes come true."

"Yes. I, Princess Celestia and my sister, Princess Luna, have come to visit the owner of this facility."

The pegasus looked up. "My word. Celestia. Luna. Yes. Come with me."

She hopped off her seat and walked to a corridor. The others followed.

"Be careful if I was you!"

"Why?"

"Ma'am keeps on having these phrases were she yells at herself then bashes her head against the wall or table."

"Hmm."

"And apparently, yesterday, she tried killing herself. The others had to knock her out. But when she woke up, she said nothing and went back to her office. I heard her crying earlier as well. Crying and saying some pony's name."

"Who's?"

"Err, Scootaloo. And she keeps saying she's sorry."

They stopped at some grand doors. She knock. "Ma'am? We've got visitors. Princess Celestia and Luna."

The doors opened.

"Well let them in!"

The mares walked inside.

Pot plants were on every window. A red carpet went up to a big brown desk. A gaint red chair was behind the desk, but was turned back so no pony could see who it was.

"Rainbow Dash?"

The chair swiveled round.

Sat on the chair was Rainbow. But she wore a clean pristine white lab coat. All blood was cleared off of her. Except the tips of her hair. In her right hoof, she held a glass of red wine. She also had a scar along the right side of her face.

"Girls! Welcome! Sit down! Take the pressure of you hooves!"

"Umm." They all sat on the pillows in front of them.

"Lime mint!"

Yes." Called the pegasus.

"Bring our guests, some refreshments."

"Yes ma'am. Right away ma'am." She closed the doors.

Rainbow glanced at Luna, who held Scootaloo close. She smiled.

"So I see you've brought Scootaloo back. She ran off during a tour."

Scootaloo could see she was lieing.

"Umm. Rainbow? Wha happened ta ya eyes?"

"What do you mean Applejack?"

"They are red."

"Oh well! It's not something that would kill me."

"Wha about tha scar?"

"This? We had an accident earlier." She stared at Scootaloo. "So, what brings you here?"

The doors opened. Lime Mint entered, holding a tray of drinks.

She gave the drinks to the guests. And left.

"Drink up! These drinks are to die for." She giggled.

The others looked at each other, and drank.

"What brings you here?"

"Scootaloo said that you pony nap foals and kill them. Turn them into liquid rainbows."

"Oh I do!"

"WHAT?!" Horrified looks were exchanged.

"But you won't live to tell any pony. Like I said, the drinks are to die for! Muhahahaha!"

The Princesses and mares fell to the floor.

Rainbow downed her wine. "I'm ever so sorry girls!"

She stood up and looked in the mirror.

Her eyes flashed to their original colour. She looked back. And cried. "What have I done?"

"Oh you've done well!" Came a low whisper.

"No I haven't. I nearly killed Scootaloo. And I'm about to kill my friends and the rulers of Equestria."

"Yes. But now you will be the ruler."

"I don't want to be! I want things to go back to normal."

"But they can't."

"Get out of my head!" Rainbow bashed her against the wall.

"Err. Ma'am?"

Rainbow's eyes flicked back to red. "Yes?"

"Shall I-"

"Yes. Put them in the cages."

I don't own the lyrics to Rainbow Factory, which Rainbow Dash sings later. BronyDanceParty and WoodenToaster do. The original song is on YouTube. On with the story.

"Twilight? Twilight?"

"Huh?!"

Twilight sat up to see a worried Rarity and Applejack.

"Twilight, dear, are you okay?"

"I'm fine. Where are we?"

"I don't know."

Twilight looked around.

Fluttershy was crying and Pinkie was comforting her. In another cage, Princess Celestia and Luna sat next to each. And Scootaloo was chained to the wall.

But what scared Twilight the most was the machine.

"What?! Where's Rainbow?!"

Just at that point, the door opened.

Rainbow Dash walked in.

"Rainbow? Wha is goin on?" Applejack demanded.

"Oh AJ! Scootaloo told you already!"

"Oh please Rainbow." Fluttershy sobbed.

"How did it come to this?" Luna asked.

"Now a rainbows tale isn't quite as nice, as the story we knew of sugar and spice. But a rainbows easy once you get to know it, with the help of the magic of the Pegasus device."

"Rainbow?!"

"Let's delve deeper into rainbow philosophy, far beyond that of Cloudsdale mythology. It'd easy to misjudge that floating city, with it's alluring decor and social psychology."

Rainbow flew on top of the cages.

"But with all great things comes great responsibility. That of Cloudsdale is being weather stability. How, you ask, are they up to the task. To which, the answer is a simple facility."

"Rainbow, please stop this."

"In the Rainbow Factory. Where your fears and horrors come true. In the Rainbow Factory. Where not a single soul gets through!"

She pulled a lever which made the machinery groan.

Clogs started to turn, pumps started to pump.

A mechanical claw picked up a yellow pegasus foal.

"Help!"

"No Rainbow! Don't!"

"Too late!" Rainbow pushed a button.

The claw let go of the filly.

"Aaahh!"

The filly went in the machine. Blood splattered everywhere.

Liquid rainbow poured out of the tubes.

"In the Rainbow Factory. Where your fears and horrors come true. In the Rainbow Factory. Where not a single soul ge-"

Rainbow's eyes flickered back again.

"Agh! What am I doing?"

"Why did you stop? The good part of the song was coming up!"

The others stared at each other. They heard what was going on. But who said it.

"Get out of my head!" Rainbow put her hooves on her head.

"Why would I want to? This brilliant!"

"No! I didn't want to kill anypony! But you made me!"

"No I didn't. You did!"

"I didn't! Stop it! Go away!"

"Like you said earlier, to the orange filly. Pathetic worthless piece of crap."

"She's not! She's not! She's everything to me!"

"That's not what you said."

"Go away!" Rainbow bashed her head against the wall.

"What's happening?" Twilight asked.

"I think she's possessed." Luna replied.

"By what?"

"I don't know. But something strong to make her kill innocent foals."

"Please! What do you want?" Rainbow wailed.

"Nothing. Just to see you crumble away."

"Come out now!" Celestia demanded.

"And why should I?"

"Come out now! Leave Rainbow alone!"

"Hehe! What about no?! Besides, this is the best fun I've had."

Rainbow started to spluttered up blood. Her nose bled as well.

"Please." She whispered.

"Kill Scootaloo!"

"No!"

"Then I will hurt you more!"

Rainbow whimpered.

"No!"

"Come on!"

Rainbow's eyes flashed red.

"Yes!"

She trotted over to Scootaloo with a menacing smile. She picked up a knife.

"No Rainbow!" Scootaloo squealed.

"Yes Rainbow!"

Rainbow raised the knife.

But instead of hitting Scootaloo, she threw it away. She grabbed the keys and released Scootaloo.

"No! You stupid mare!"

Rainbow hugged Scootaloo.

"I'm sorry. I'm so sorry. Please Scootaloo forgive me!"

Scootaloo was about to answer, when a black figure approached Rainbow.

"Rainbow Dash! How the hell could you resist, I don't know. But you will pay the price."

Rainbow quickly gave the keys to Scootaloo.

"Run!"

Scootaloo ran to the cages and unlocked them.

"Come on!"

"What about Rainbow?"

The girls looked up to see Rainbow bleeding badly.

"Leave her."

And they ran.

However, Luna stayed.

"Sister? Come on!"

"No Tia! We must help the element of loyalty!"

Celestia took hold of Luna. "I'm sorry Luna."

Rainbow cried.

"What's the matter?"

"Go away!"

"No!"

Rainbow got up and limped over to the machine.

"Then I'll make you!"

She hit a blue button.

Alarms rang and lights flashed.

"What did you do?"

"Self destruct in ten seconds flat."

She was about to fly off but got dragged by the figure.

"Then you're coming down with me."

The others ran outside. Along with other pegasi. Either workers or escapees.

"Where's Dashie?" Pinkie asked.

Luna and Celestia looked at each other.

"Sh-"

KABOOM!

The factory burst into flames and smoke. Bits of cloud and machinery splattered everywhere.

"Rainbow!"

"I'm sorry girls."

But Scootaloo couldn't take. Yes she tried to kill her, but it wasn't Rainbow trying kill her. It was that thing. She still cared for her.

"Scootaloo wait!"

She ran into the flaming building.

Other ponies were running out.

And then, there she was.

Rainbow Dash. Still wearing the lab coat. But now it was singed by the flames. Same for her feathers. She lay in a pool of blood.

"Rainbow? Rainbow!"

Nothing.

"Rainbow! Please! Wake up!"

Still nothing.

"Please don't be dead!" She sobbed.

"I ain't going no where, squirt." Rainbow coughed.

"Rainbow!" Scootaloo hugged her. She didn't care that she was bloody.

"Scootaloo. We need to get out of here."

Rainbow slowly got.

But the entrance was blocked by falling debris.

"Come here Scoots! I've got an idea!"

Scootaloo clambered onto Rainbow's back.

Even though Rainbow's feathers were slight burnt and her wing was dislocated, that doesn't stop her.

"Scootaloo! Scootaloo!"

The girls yelled for her.

Suddenly, the building collapsed.

They all gasped and cried a little. Poor Scootaloo.

But they were stopped when they saw a rainbow streak blast out from the rubble.

Rainbow landed gently in front of the others and Scootaloo jumped off. She immediately hugged Rainbow.

"You still love after what I did?"

"Of course. It wasn't your fault. Everypony forgave Luna, when she became Nightmare Moon."

"But she didn't kill anypony. For all I know, murder could result in execution. I deserve that."

"No you don't!"

"I'm sorry squirt." Rainbow hugged Scootaloo tight.

"Rainbow Miriam Dash. You are not to be punished." Celestia said.

"What?! But I killed innocent foals."

"That wasn't you. You were possessed. That means you had no control over your actions."

Rainbow smiled. "Thank you, your highness."

Rainbow looked back at Scootaloo.

What the others didn't know, was that Scootaloo was an orphan. But Rainbow knew. She went to the same orphanage.

An idea popped into her head.

"Scootaloo. Are you sure you're okay?"

"I'm fine! But where's Rainbow?"

"Yeah where is Dashie?"

Pinkie jumped over to Scootaloo and Sweetie Belle.

It was a week after the Rainbow Factory event and it was Scootaloo's birthday, and everypony had came, even the princesses, except one pony.

"Ah sure Rainbow will be here soon." Applebloom asured.

"Happy birthday to you. Happy birthday to you. Happy birthday dear Scootaloo. Happy birthday to you."

Everypony cheered and clapped as a pony brought over a cake.

Scootaloo looked up.

She saw Rainbow Dash holding a tray in her mouth.

"Mappy urthday biddo!"

Scootaloo laughed and jumped up at Rainbow. Giving her a hug.

Rainbow let go of the tray and it sent the cake flying.

Landing on top of them.

"Hahaha!"

"Scootaloo." Rainbow sounded serious.

"What?"

"I've got another present for you."

Scootaloo's face lit up.

"I know you have no family. So I went to the orphanage and..." Rainbow smiled.

Scootaloo's eyes opened wide. "Omigosh! Really?!"

"Yes. You are now my daughter."

The only reply was a hug that nearly cut off her breathing circulation.

"It's a way to say how sorry I am. And to show you that I wil always be there for you."

Everypony awed at the scene.

"Aww. You not going waste the cake are you?" Pinkie said.

Rainbow giggled. She grabbed a hoof-ful of cake off Scootaloo.

"Nope!"

Everypony laughed as well.