The gray, withered pony paced from one side of the room to the other, occasionally pausing at one wall to drag a few small puffs off her cigarette. Every ten minutes or so, she would change paths entirely and peer through the venetian blinds at the massive machines chugging along below, then she would turn, appear to start a conversation with the room’s other occupant, only to return to her pacing. That other occupant would be the teal pegasus tied to the chair in the center of the room, watching with eyes that shimmered beautifully in the darkness. She tolerated the routine for a solid half-hour before boredom overcame her.

“You gonna offer me a smoke, or what?” She asked sarcastically.

The gray pony turned on her, a sudden, blazing fury igniting in her eyes. Without another word, the older pony marched to the chair, producing a small bag from a cupboard nearby. After a bit of rummaging around in the bag, the pony pulled out a large machete and, still without a word, sank it deep into the teal pegasus’ thigh. The pegasus howled in pain, but managed to grit her teeth to cut her screams short. “You think you’re so fucking clever, dontcha Dash?” The pony hissed into her ear. Rainbow just glared back, breathing heavily through her clenched teeth. “You think you’ve duped us, led us on a wild goose chase for all these months.”

“What, you mean to say you were faking all those times the rebs kicked your ass? That those body bags your forces kept returning with were filled with clay and asphalt?” Rainbow Dash snickered, ignoring the trickles of blood running down her thigh towards the leather straps keeping her hooves bound to the chair leg. “Quite the play you put on just for li’l ol’ me.”

“WE HAD A DEAL, YOU BITCH!” The gray pony screamed, leaving the machete in Dash’s thigh as she pulled out a scalpel. “For ten years, we had a good thing going! You acted as the face of the factory so I could continue my work in the shadows…”

“Is that what you call it: work? Is that how you’re able to sleep at night with the gallons of blood on your hooves?” Rainbow interrupted.

“AND I…” the gray pony started, but recomposed herself to continue, “And I spared your pathetic little friend, tweaked the numbers so it would look like she got a passing grade on her flight exam.”

“Fluttershy would’ve passed if it wasn’t for your stallion in the audience, guffawing like a big moron right when she took off! She gets stage fright!”

“Regardless, a failing grade is a failing grade,” the gray pony smiled evilly, pressing the scalpel against Dash’s throat. “Perhaps it’s finally time we rectified that little mistake.”

“YOU STAY AWAY FROM FLUTTERSHY, YOU EVIL CUNT!” Rainbow Dash screamed, widening her throat so much that the scalpel inadvertently drew a small amount of blood.

“Careful, dear.” The gray pony smiled, snatching the scalpel away. “You could’ve done quite a lot of damage to your voice-box there, and we can’t have that just yet.”

The gray pony drew in close, a sadistic smile spreading across her lips as she rested a hoof on Rainbow’s shoulder, “I want to hear your screams for mercy. At least, for now. When I grow tired of them, you’ll know when I rip out your vocal cords.”

“Well, quit yackin’ and get started.” Rainbow Dash replied, her voice wavering with rage. “Or are you gonna hand the unpleasant work over to somebody else, like you did me?”

“No, Ms. Dash, I think this particular job requires a personal touch. That’s one thing I can thank you for: you taught me that sometimes, the best way to make sure something gets done right is to do it yourself. Now,” the gray pegasus jerked the machete from Rainbow Dash’s thigh, forcing the pegasus to cringe. “You are going to tell me what the rebels are planning.”

“What makes ya think I’d know something like that?”

“Because we know you’re in bed with them. We know you’ve been feeding them intel, having them harass our personnel, even sneaking them a few of the pegasi scheduled for…processing. We know that’s where Scootaloo escaped to after she disappeared from our dungeons.”

Rainbow Dash froze. Until then, she’d been certain the Factory’s owners didn’t even know that Scootaloo had vanished. The gray pony grinned at her reaction. “Oh, yes, didn’t you figure it out? That little, worthless excuse of a pegasus is what finally gave you away. I figured you might have a hard time disposing of her, so I had a pair of my men tail you.”

“A…pair?”

“Yes, there were two: the one you killed upon being discovered escorting dear little Scootaloo to that rebel envoy, and the one hiding in the shadows, observing in case you discovered the first one.” The gray pony reached into her bag again, pulling out a bloodstained ball-peen hammer. “We’ve been waiting for you to give up your source since then, but now I’ve grown impatient! So tell me: where are the rebels!?”

“Fuck you!”

“I was hoping you’d say that.” Without so much as a wicked glint in her eyes, the old mare stretched one of Rainbow’s wings out and brought the hammer down as hard as she could. Dash suppressed the urge to scream this time, though a single tear crawled down her cheek. “Imagine never flying again, Miss Dash.” The grey pony drawled, swinging the hammer down again. “Imagine never knowing what it’s like to feel that freedom again. Imagine waking up tomorrow with a pair of nubs where your wings should be. Imagine never tasting that freedom again: knowing that you’ll have to spend the rest of your life on the ground with the rest of the ponies.”

The sickening sound of bones cracking beneath the hammer accompanied the next blow, and this time Dash couldn’t help it: she screamed in pain, a sob escaping her throat. “Imagine never again knowing what the sun above the clouds feels like on your face, the wind whipping through your mane as you…”

“OKAY!” Rainbow sobbed, “Okay, I’ll tell you. Just please…please don’t take my wings.”

“Everypony has their breaking point.” The grey pony mused, dropping the hammer and leaning in close to Dash, stroking her mane tenderly. “Now, where is the rebels’ base?”

“It’s at…Cloudsdale Academy, okay? That’s it.”

The pony looked at her dispassionately. “No, you’re lying. We’ve checked there, everypony had vanished by the time we arrived.”

“Oh, really?” Suddenly, Rainbow looked up, a light returning to her eyes and a haughty smile crossing her face. “Well then, isn’t that interesting.”

“What do you know, Dash?”

“I know that you asked the wrong question. You should’ve asked where all the rebels are, not their base.”

“I knew it…” the grey pony gasped, an insane gleam entering her eyes, “I knew they were planning something! Tell me what you know, or I swear I’ll…”

“They’re right on top of you.”

“Wha-what’s that?”

“The rebels are right on top of you, you crazy old hag.” Now it was Dash’s turn to grin confidently. “While you’ve sent your troops all running around, looking under every rock in Cloudsdale, we’ve been planning the perfect assault. You’ve spread your forces too thin, left your own home unprotected, and we know it.”

Suddenly, a massive roar blasted the windows in through the venetian blinds, showering glass down on the pair of ponies in the room. The gray pony watched in horror as dozens of ragtag pegasi poured in through a hole in the roof, blasting magic wildly as they went, slicing her men to ribbons as they worked on the machines. And leading the charge was none other than…

“…The Princesses?” The old mare gasped as both Celestia and Luna swooped in, their horns flickering with power as they rained the all-powerful might of the Alicorn down on her men, tearing their ranks to shreds before they could even get off a shot. “But…how did you get their help? I bribed all the right officials, I…”

“Oh, didn’t you hear? All those guys were involved in quite the scandal.” She shrugged, “It seems bribery and advocating genocide weren’t the only things most of them were up to: pedophilia, sexual abuse, you fell in with a pretty nasty crowd. And once we uncovered a few dirty little secrets, the ones we caught turned on their friends for reduced sentences in a hoofbeat. Everypony you had working for you in the Equestrian High Court is either rotting away in a jail cell, or awaiting sentencing. You’ve got nobody left, and after today, we’re gonna hunt down every bastard who helped you in Cloudsdale’s government and make sure they pay for what happened here, just like you will.”

Rainbow Dash grinned as she finished her thought: “You’ve lost, dearie.”

“Bu-but then why would you even show up for work today?” The gray pony asked, the sounds of battle quieting down as her ponies were swiftly overwhelmed by the rebels outside. “You knew this assault was coming, and you must have known we were on to you. Why would you take the risk?”

“Because I wanted to see the look on your face when everything you worked so hard to build up these past decades came crashing down around you. And y‘know what?” Dash leaned back in her chair, wincing at the pain her broken wing caused her. “It was totally worth it.”

“Th-this isn’t over.” The Rainbow Factory’s true owner whipped out the scalpel and pressed it against Dash’s throat, “I still have you! I can still kill you if I want! I can…”

Suddenly, a little orange blur tore through the venetian blinds, shattering the last few windows left in the office. Before the gray pony could react, a small orange hoof smashed into her own, sending the scalpel flying across the room to embed itself into a portrait of her own head.

“Nice timing, kid. Epic entrance too. I see the rebels have been training you.” Rainbow Dash said coolly.

“Thanks, RD.” Scootaloo replied, trying to hide her reddening cheeks as she started loosening Dash’s bonds.

“You…you think you’ve won?” The gray mare said, nursing her broken leg. “You think this is the end? The Rainbow Factory has been the only way to remove the embarrassing pegasi for decades now. Without it, every retard and malformed nincompoop will be running around, spoiling our image, and leaving us without a single rainbow to present to the rest of Equestria. We’ll become an embarrassment! The laughing stock of Equestria! Nobody will take us seriously anymore, we’ll just…”

One of Rainbow Dash’s hooves smashed across her face, silencing her. “We’ll manage.” She said, grimacing through the pain. “We survived the eternal winter hundreds of years ago; I think Cloudsdale can get through a bit of negative PR.”

“We’ll rebuild,” Scootaloo added. “We’ll make a Cloudsdale even better than this one, where everypony can live in peace no matter what!”

“We’ll make Cloudsdale with concern for what it was meant to be, not just what it looks like from the outside. The biggest difference being that you won’t be there.” She looked coldly at the gray mare, then crossed the room to gaze out the window at the battle winding down outside. “No, you’ll be spending the rest of your natural life in a dark little hole, living through your sins over and over again as we leave you in the same sort of prison you subjected hundreds of other pegasi to before killing them.”

That little rant caught Scootaloo off-guard. It seemed so cold, so much like the terrible act Rainbow Dash had put on for her the first day she had arrived at the factory, leaving her to wonder: How much of it was really just an act? How long had Rainbow Dash been working as the figurehead for the Factory? How much of that evil had tainted her, twisting her into something that could shove the occasional pony into the terrible machines still grinding away beneath their hooves?

Before she could explore these thoughts any further, the Factory’s Owner stood, a meat cleaver shimmering into existence in her hoof. With a great cry, she rushed across the room towards Dash, side-stepping Scootaloo as she screamed: “I’LL KILL YOU RAINBOW DAAAAA…”

Simply and curtly, Dash dodged the Owner’s attack. The Factory’s Owner stumbled, tripped over the window pane exposed by the shattered glass, and tumbled head over heels into one of her own machines, screaming the entire way. There was a loud grinding as the machine automatically began the process of converting pony flesh to rainbow energy, all accompanied by a choir of screams before somebody regained the presence of mind to pull the plug.

“Huh, ironic justice. Kinda clichéd, but I like it.” Rainbow Dash muttered, her eyes dully scanning the scene beneath them.

“Wh-what?” Scootaloo gasped, still staring wide-eyed at the spot where the mare had fallen.

“Nothin’, kid. Look, let’s check on everypony down there.” She spread her wings to simply fly down, winced in pain, and hugged them close to her body.

“W-we can take the stairs,” Scootaloo said.

“Good idea, kid.” Dash replied, beginning the trot down to the factory floor. At the bottom, she shoved her way past all the rebel pegasi, now finished rounding up the last few factory workers, and towards the machine. Celestia rushed up to greet her, wrapping her hooves around the little teal pegasus.

“Oh, Rainbow Dash,” she whimpered, “I’m so sorry we couldn’t…”

“Ease up, wouldja Princess?” Dash replied, shoving her away, “The wing’s kinda tender.”

“Y-yes, right.” Celestia set her down, allowing the teal pegasus to trot up to the machine, where a small group of her fellow soldiers were already debating over who should head in to find the body. Celestia sighed and turned to her sister. “Luna dear, do you ever worry for your warriors? The ones you send into the worst of situations?”

“But of course, sister,” Luna replied, “Their jobs entail quite a bit of risk while…”

“I mean after the job, dear sister. Do you ever wonder what such danger can do to the mind of somepony? What placing one’s own life at risk, asking them to deal with the most terrible and wicked ponies in Equestria, can do to them? What effect staring into the abyss day in and day out can have on their minds?”

Just then, Celestia looked terribly old to her sister, like somepony who’d lost a few too many friends throughout her life and at night sometimes stared up at the ceiling, wondering who she’d lose next. After some thought, she had something of a reply: “One should worry about that, yes, but then again, we are still talking about ponies who do these things simply because it is the right thing to do. With that kind of strength, aren’t they the best ones to fight that inner darkness?”

Celestia watched Rainbow climb the metal stairs up the machine’s side, stumbling once or twice, but managing. “Dear God, I wish it was that easy.” She mumbled.

The little teal pegasus scaled the steps with a bit of a wobble, but managed to reach the top alright. The rebels working to open the port immediately dropped their tools and saluted her as she approached. Without a word to either of them, she pulled open a secret panel and placed a hoof inside. After a few bleeps and whirs, the port slid open with a smooth little whir. “Make sure nopony follows me,” she said to the pegasi at either side of the door, “I’m the only one who’s familiar with this path, anyone else is just gonna get hurt, understood?”

“Yes, ma’am!” Both replied. Satisfied, she hopped into the port, closed it behind her, and began making her way through the semi-darkness within. Yes, she was quite familiar with this path. It was the same one she took on countless rescue missions after ensuring that everypony inside had taken a neat little pill to simulate death. Fluttershy’s own special mixture to make sure the workers only thought the pegasi lined up for processing were dead, when in reality they would wake up down here, as a dazed and very frightened Scootaloo had not two months ago. Shoot, two months? It felt like two decades now, with all the planning that had gone into saving everypony…

No, something whispered inside her regretfully, Not everypony.

She paused mid-trot. Just how many ponies had slipped through her hooves? How many pegasi had died down here so she could keep up appearances for the evil wretch up top? How many sacrifices had she made? She turned a corner, and a hoof covered in blood reached out to her, the souls of the innocent calling for her to join them in the abyss, allowing them to punish her for her failures…

She blinked, and the hoof returned to what it had been all along: a pipe covered in rust, dripping with moisture from the steam vent just below it. Sighing, she continued her journey. She didn’t have far to go. Just a few more turns and there it was: the heart of the machine, a massive series of spinning blades to process the body before it dropped into a beam of pure magical force, carefully calibrated to convert all organic material it touched into the colorful energy needed for a true rainbow. And right in the middle of it all, wedged in amongst the blades, laid the remains of the Factory Owner herself, her wrinkled, old hide halfway converted. Most of the skin was already burnt off the mare’s body; it seemed the machine had been stopped just as she was falling through the blades, leaving her mangled form dangling just short of the drop into the beam.

“Oh, Celestia,” Dash gagged. The Factory Owner had been the embodiment of evil, but still, to see somepony in such a horrific state was almost overwhelming. And then the mare moved, and the little teal pegasus puked right there on the service tunnel’s floor.

“Ra-Rainbow Dash,” the mare whispered, the burnt-out bits of flesh where her eyes had once been scanning the room blindly, “Y-you…”

“Yeah, it’s me.” Rainbow said.

The mare breathed in, and breathed out. “Kuh-kill me. Please. The pain…”

Rainbow looked up at the sight, tears welling in her eyes. Then, something hardened in them, and she turned and walked away. The mare, her ears obviously still working, choked, “Ruh-Rainbow…” She kept trotting, her hoofsteps bouncing off the metal walls as the already weak cries grew quieter and softer, “Rainbow, wait! This is torture! Rainbow Dash, please! For the love of…”

Then the mare’s voice was simply drowned out by the hoofsteps, fading away into nothing. Before long, Rainbow Dash found the portal and, with the pull of a lever, slid it open again. The guards saluted her as she stepped out into the sunlight. “Ma’am! Did you find anything?” One of them asked, offering a hoof to help her out.

“No,” she replied as she brushed the hoof away and closed the port behind her. “Obviously, the machine already converted her before you guys managed to switch off the controls.”

“Ah,” one of the guards whistled. “That’s a damn shame. Would’ve like to watch Celestia make that old bitch squirm. Still, it seems fitting, right? So, now what?”

“Now?” Rainbow sighed. “Now, we continue the hunt, make sure everypony responsible for what happened here for all these years gets justice, which includes EVERYPONY WHO WORKED HERE!” She raised her voice, making sure all the factory workers being held on the floor below could hear her. A few winced, but most kept their gaze locked on the ground in defeat.

“Of course, Ma’am, and what about the factory itself?”

“Scrap it. Melt everything down, and destroy any plans we find. I don’t want anypony to ever know how to build one of these monstrosities again.”

“Yes’m, we’ll get right on it.”

“No,” she said suddenly, a cold edge entering her voice. “Take your time with that one. It doesn’t have to get done right now, and we still have to secure Cloudsdale. Just make sure none of those plans get outta here intact.”

“Y-yes ma’am.” Both guards shifted uneasily. Even battle-hardened soldiers such as themselves were made uncomfortable by their boss’s “moods.”

“C’mon,” Rainbow said, pulling on a battle helmet as she trotted off to link up with the rest of her forces. “It’s time to end this long, insane story.”