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.

Next Chapter: Scootaloo's Birthday Estimated time remaining: 1 Minutes