“We don't have any use for failure such as yourself!”
Screams the blue pegasus, while staring at the filly with a demented smile on her face.
“No! I don't want to die!”
The blue pegasus laughs.
“You don't have the right to choose, you are NOTHING!”
The chain opens, dropping the filly in the machine. For several seconds, the room is filled with the innocent creatures' screams, while her body is shred into pieces, her little mind unable to withstand or even understand the pain.
With another demented laugh, the pegasus looks at the batch of subjects, her hateful face scaring everyone in the room, included the suited ponies.
“Who's next? We're short in rainbow! We needs more of them! More of you! More rainbow! You should be proud, failures, you're keeping Cloudsdale alive!”
But no fillies answers. They're all slowly retreating toward the door, too scared to even look at the demented pegasus.
“I want to die..” Whines one of them.
“Oooh? I heard something? We have a volunteer? How noble! Your sacrifice won't be forgotten! Wait... actually, it will! HA HA HA HA!”
The chains comes down again, causing the filly to scream in fear.
“I don't want to die! Please! Not me!”
“Everyone will die! EVERYONE! We're still short on rainbow! We needs more of them! HA HA HA HA-”
The pegasus' laugh is interrupted by a violent coughing. She spits some blood on the floor, causing another pony to get close to her.
“Manager, I already called your doctor. But I still think you should be resting-”
“REST?!? There's no rest for me, Atmosphere! We need rainbow! More rainbow! We need more fillies! More foals! If there's not enough pegasus to sacrifice, we'll sacrifice unicorns! I'll throw them myself in the machine if I need to!”
“Manager, the doctor is coming. He'll help you.”
Atmosphere slowly retreats, letting the unicorn changes the blue pegasus' dressings, acting like a machine, not even caring about anything any more. And Atmosphere thinks. The fillies pegasus are more and more useless. For some reason, they're not giving enough rainbow to satisfy Cloudsdale's appetite. And the Manager is becoming more and more unstable, which he'll have to take over the factory really soon, if he wants it to keep running.
With his nefarious plans in mind, Atmosphere gives an order. The filly's limbs are broken, one by one, and the poor mule is finally thrown in the machine.
Fillies are useless. They're too young to give enough rainbow. They'll need something older.
The Rainbow Factory needs an old being.

“Have you ever been to Cloudsdale, Derpy?”
“Mmmm? Yes, Doctor?”
The stallion mentally sighs before asking again.
“Want to visit Cloudsdale?”
“Oh, sorry! I was elsewhere. Well, yes!”
The stallion smiles, while staring at the gray mare.
“Still shaken, isn't it? Don't worry, it always does that the first time.”
“Have you ever been possessed, Doctor?”
“Oh yes.” He flips a switch, causing the TARDIS to rumble. “Happened me on New Earth. There was a lady called Cassandra.” He turns a wheel, causing the ship to shake. “She was just a skin when I found her, and she tried to control my companion.”
Jumping to help him, Derpy quickly understands that she couldn't do anything. The Tardis was just too complicated for her, so she just sits and talks.
“What happened?”
“Zombie outbreak! Well, not exactly zombies, since they were alive and stuff, but one touch from them, and PUFF!” He suddenly turns his head toward Derpy, causing her to jump. “You're dead. They were bearing all possible sickness, you see? Bad stuff. Really bad stuff.”
Derpy gasps.
“So what happened?”
The Doctor jumps over the control panel, flipping more switch on his way.
“Cured them! Cured them all! Well, I couldn't help them all, a few of them died, but I managed to save the patients! Well, they all died several years later, but at least, they lived as human beings!”
“Excuse me?”
“I mean as pony beings!”
Derpy smiles to herself. The Doctor was sometimes hard to follow, but he wasn't mean. Not at all. In fact, even through he was really complicated, and often really strange to understand, he was perhaps the kindest pony on Earth. Well, after Princess Celestia, of course, but Derpy never travelled through space and time with the Princess, so she doesn't know her personally.
“So, where do we go?”
“Haaa, Derpy, Derpy, bad girl! I told you, we're going to Cloudsdale!”
“Cloudsdale? Where the pegasus are living?”
“Precisely!”
“Why here, Doctor?”
“Oh, for many reasons! First being, I never saw a pegasus city, so it'll be interesting!”
“I see.”
The Doctor keeps the second reason for himself. His psychic paper has been giving him that peculiar date, and he doesn't want to mix Derpy to this. After, she deserves a break, after that incident with the living noodles.

“Are we there yet?”
“Not yet, Derpy!”
“Are we there yet?”
THUD.
“Yes, we are!”
With a delighted scream, Derpy flies to the door, despite the Tardis being way too small for her to even fly in the first place. Witnessing her companion's enthusiasm, the Doctor asks.
“Have you ever been to Cloudsdale?”
“Never!”
“Oh. But isn't it supposed to be a pegasus city?”
“My mother left Cloudsdale when I was a filly. She never told me why. I never saw the city itself.”
A part of the Doctor's mind immediately class that as being some kind of way to prevent pegasus from running wild. The other parts of the Doctor's mind are busy trying to know if Charlin Chaplin made it to the Ponyverse. The last part is pondering if pasta can be combined with lemons.
But everything is thrown away when Ditry opens the door.
“Doctor! You should see that! It's WONDERFUL!”
“I'm coming, Derpy.”
Taking his psychic paper and his sonic screwdriver with him, the Doctor leaves the Tardis, and begins to visit the pegasus city.

Saying that everything is beautiful in that city would be a crude understatement. Even the Doctor, being used to the more beautiful things existing in the universe, is taken aback by the practical majesty of the cloud city.
“Interesting... It looks like a Greek city, but made of clouds...”
But why Greek? Ha, of course! Pegasus were Greek to begin with, it makes sense that a pegasus city would look like a Greek city.
“That's awesome Doctor!”
But Derpy does not concern herself with such petty matters. She has the uncanny ability to miss obvious sinister facts when she wants to be happy, and she obviously doesn't want to worry right now. Otherwise, she would be noticing the general lack of happiness in the city, and the fact that the rainbow aren't flowing and flooding like usual.
“There's something wrong with with the rainbows.”
Says the Doctor, precariously walking on the clouds. As an Earth Pony, he's not supposed to be able to walk on a cloud, but he does it anyway. Don't ask, he'll just answer something like 'Magic'.
He sighs. They'll both be stuck here, probably for a while, so why not take it easy before the fun stuff starts? He's no in a hurry, and watching Derpy's happiness is something he can't get bored of.

“So you see Doctor, this part is where they're refining the rainbow!”
The Doctor stares at the pool of multicolored liquid, fascinated.
“Fascinating! Last time I checked, a rainbow was just a light trick, but in this world, it's really something!”
Despite his curiosity, he barely restraints himself from touching the liquid. Liquid rainbow. That's something he never saw. And that's something. He saw sapphires waterfalls on a diamond planet called Midnight, he saw a Dalek empire turned into dust by a human girl hosting Time itself, he saw the Beast, but he never saw liquid rainbow.
And Derpy is obviously enjoying his fascination.
“Isn't that awesome, Doctor?”
“Yes Derpy. Pegasus are awesome, I'll give you that.”
“Mmm!”
Letting the Doctor to his fascination, Derpy begins to fly, suddenly curious about the source of the rainbow. They have to come from somewhere, right? And she always wondered where they came from. And now is the perfect time to see, right? The Doctor is near, nothing can go wrong.

“Yes, Derpy, that's awesome, but-”
The Doctor blinks, and looks around.
“Derpy?”
Still looking around, the Doctor go to the nearest worker, and asks.
“Are you saw a blonde gray pegasus somewhere?”
“Hu? Well, yeah, I saw one flying up there. But who are you?”
Psychic paper, psychic paper.
“Doctor John Smith. I studied under the Professor Twilight Sparkle's supervision.”
Ignoring the obvious anachronism in the Doctor's excuse, the worker's eyes go empty, and he smiles like a happy idiot.
“Nice to meet you, Dr Smith. How can I help?”
“Help me to find my companion. You said she went up there, why?”
“Oh... She was probably curious, about the rainbow factory. Aren't we all?” He giggles.
“Can I go too?”
“I'm afraid you can't.”
“If it's about closed door, I have the key.”
“Well, there's no transportation to the factory. You can't go there, unless you're a pegasus. And even if you can, the factory is constantly surrounded by dark clouds. You can't go near without losing your way.”
“Really? Do they have something to hide?”
“I... don't think.”
“How do I go there?”
“I... have no idea.”
“Well, fine, have a nice day!”
Patting the troubled worker on the shoulder, the Doctor raises his eyes, looking for his companion. A factory, closed to everyone? Sounds like something shady is going on. Time to explore! But before that...
“Oh, one last thing!”
“Yes, Smith?”
“If I'm wrong, and if you happen to see that friend of mine, would you gently tell her that I'm gone, but that I'll be back?”
“Well... my service is almost over, but I'll pass the word.”
“Aawww, thank you.”
And with that being done, the Doctor quickly retreats to the Tardis. Too bad there's no mobile on this planet, or he could easily track down Derpy. He shrugs. Sure, it's more complicated to find Derpy, but at least, he now has the perfect excuse to visit the place.

Meanwhile, in the Factory.
“Atmosphere, mind explaining me why that stupid mare is here!?”
The dark room is full of pegasus. The one currently doing the screaming is a blue pegasus in a really bad shape, while the one receiving the screaming is a dark red pegasus in a really good shape, his face always smirking in a creepy way. In the meanwhile, the one causing the screaming is tied up and waiting in a corner for the Doctor to save the day.
“Manager, please calm down. The guards have captured that little rat sneaking around, and they brought it to me.”
“Atmosphere, I'm not asking you how you got her, I'm asking what she's doing here!!”
“Well, the filly aren't giving enough rainbow to satisfy Cloudsdale's demand, so I though-”
“DON'T THINK, Atmosphere. You're just a mechanic, making sure the factory works fine. I AM the one taking the decisions.”
The dark red pegasus' smile instantly vanishes.
“O-of course, manager! I didn't mean it that way!”
The blue pegasus seems calmed by her underling's fear, and she allows herself a softer tone. But the threat is still obvious in her voice, and, to Derpy, she still sounds like she'll gladly cut the other pegasus into pieces at the first provocation.
“Good. Now tell me why I should need the stupid one.”
“W-well, I though, that, maybe, w-we could complete Cloudsdale's demand by, uh, grinding adults?”
“Cloudsdale won't die from a shortage. Let them choke and whine. Now leave me alone.”
“Of course manager.”
The dark red pegasus quickly flies out of the room, while the blue pegasus looks at Derpy.
“Look at what we have here. Do you remember me, Ditzy?”
Finally, the blue pegasus steps in the light, allowing Derpy to finally recognizes her. And she can't believes her eyes.
“Rainbow Dash?!”
The former faster pegasus of Ponyville is only a shadow of her former self. Instead of being cocky, her smile is now completely demented, exposing her teeth like if she was some kind of marewolf. Her body was an champion one, made for speed and high-speed operation, is now scarred, wearing several traces of bites. Her eyes aren't friendly any more, and are looking at Derpy like if she was estimating a piece of wood before throwing it in a fire.
“Rainbow Dash is dead. Do you hear me? DO YOU HEAR ME?”
Suddenly screaming, the crazy pegasus closes the door.
Outside the room, the guards are trembling. They saw fillies and clots being broken before being ground alive, and yet, standing by the manager's door is still something they are fearing.
In the Rainbow Factory, you always lose your soul. If you're an useless filly or a useless clot, you also lose your life, but the worst fate is for the guards. With time, they become gradually insensitive to the horrors happening inside the Factory. But what the manager is doing is too horrible, even for them. It will take a while before that filly starts screaming again, but they're still trembling.
The filly will screams, begs for mercy, screams again, and will be locked again. Then, the manager will open her door, will cough a while, and will call for her doctor. The earth pony will arrives, his eyes still empty, will heals the manager, and will goes away, just like always.
That's how the Rainbow Factory works since the last rebellion.