No ship

Warnings: Blood, gore, mild language, death and spoilers to the grimdark "Rainbow Factory" (If you didn't watch/listen to the LostNarrator's reading of the fanfic yet then PLEASE watch the video on Youtube first. Also this chapter is L O N G so get comfy and enjoy.~)

Au: During "Rainbow Factory"

2 years ago...

Red Balloon's P.O.V

It was the final year of flight school which means that there was the mandatory flight exam to take. Everyone was either exited to fly into the real world, or nervous about the test itself. I will admit that I was REALLY nervous about the test for many reasons. Though, one stood above the rest: What was going to happen to me if I failed? I've heard rumors around that the pegisi who failed where never heard from again. Some say they secretly hated Cloudsdale and wanted to get away. Others said that they got deported somewhere far away. Of course, that was just something I've heard around Cloudsdale.

The line was getting sorter, there where only a few pegisi left in front of me. As soon as I knew it, I was the next one. The test was in this order: Clear, fly, fold, repeat. I took in a deep breath and flew off. First I had to clear all of the clouds from the sky, which I was really good at. I did it in a fast amount of time. Then there was the flying part, where I had to fly though the hoops. That's where it happened.

I was flying through the hoops doing barrel rolls on some of them just for extra show, wind blowing through my mane when I felt something shock me. It wasn't one of those mini shocks that when you touch somepony you get shocked, no I'm talking about those really painful shocks that leaves you unconscious. Unfortunately, that's what happened to me. I lost sight and I was plummeting to the ground. Thankfully, some sense kicked in and I landed on a cloud. "Oh nononono, NO! That can't be it! I was so close!" I thought to myself. Maybe it didn't count. But when I looked out, all three of the test judges hooves where pointing down. "Shit." I sighed in defeat and flew over to the west wing where the failed pegisi went. There was a long, unlit hallway. I sort of knew what lied at the end. I took a deep breath and walk through the halls.

To my slight surprise, there was an empty carriage at the end of it. There where three ponies who looked very displeased with my appearance. "Looks like another worthless pony couldn't handle the test." One of them mocked. I just avoided eye contact and made my way to the carriage. Once I got inside, the carriage started moving to Celestia knows where. The ponies that where pulling the cart went on and on about how disgusted they where of me and how I was a disgrace to Cloudsdale. I wasn't listening to any of them. I was more focused on the way I failed. The more I thought about it the more I became less sure if it was an actual fail. Time had passed and I was really starting to question where these ponies where taking me. I asked one of the ponies but he just responded with a bitter "Hell if I know." That made me a little bit more worried. At least there was hope for my friend Windigo Breeze. She was taking a different class and she first to flight school years later then I did so her flight test wouldn't be for another couple of years. I had faith that she wasn't gonna end up like me.

Timeskip!!

More time passed and I was starting to fall asleep when the carriage came to a sudden halt. The carriage door opened and I stepped out. There was a tall metal door that stood meters away from where I was standing. Inside I saw too eyes glaring at me then the slot that the pony looked into slammed shut. A few seconds after, the metal door started to open and I stepped inside. As soon I got in, the door shut, startling me a lot. The place inside was huge! There loads of ponies scattering about the room I and several other ponies where in. I took the time to scan the room. The place looked familiar, like I've been there before. Not a moment too soon the door opened once again to reveal three more pegisi. There was one of the three that looked very familiar to me too. The mare had a purple mane, purple eyes and an orange coat. "Who is she?" I thought to myself. I was snapped out of my thoughts, but not by the door slamming once again, but by a voice at the far end of the room.

"Welcome, mules!" The voice boomed. The owner of the voice belonged to a deep red pegasus wearing a lab coat. "You degenerates must be wondering where exactly you are. Stupid filly's, you're in Cloudsdale! The rainbow facility to be correct. Allow me to show you around." The male pegasus said. I did pick up a few insults and clues from his "intro". "The rainbow facility? But, isn't this the place we went for one of the schools field trips?" I thought to myself once more. "What's going on here?! Do you expect to use us as slaves?! Because I'd rather be deported!" I heard the orange pegasus yell out to the red pony. "I swear I heard that voice before." I was racking my brains trying to figure out who that pony that just spoke was. "Like you failures have a choice! You'll be here for the rest of you're lives! Th- Oh. I'm sorry. Where are my manners? I am Dr. Atmosphere." The colt went on talking about how he had a degree in engineering and that he was one of the four colts in this factory. He also mentioned of the lower facility which was the place I visited in school. "Who can tell me where the tour begins?" A brown coated pegasus next to the orange one spoke up. "Where the spectrum comes from upstairs and is mixed." "Very good. What a pity you're utterly useless to the flock. You could have been a smart one." I cringed at Dr. Atmosphere's half compliment half insult towards the brown colt. I had a bad felling that the ponies here where not the friendliest at all. "But today, we're on the upper floor. Please, follow me. And don't get too far behind or one of my helpers will be forced too..."encourage" you. He winked at the suited ponies.

"ZAP!!!"

I heard yelps of pain and turned around quickly enough to see it happening. The three pegisi that where last to arrive fell to the floor. They looked like they got tasered. Feelings of fear and sympathy washed over me as the trio started to stand up. All the while, Dr. Atmosphere was laughing evilly at them. That made my blood boil a little bit.

We all started walking through the upper facility, Dr. Atmosphere was introducing the different types of machinery and vents in each department. He also continued insulting us about us almost not even being classified as pegisi to even be used. Wait. Used? What where these maniacs gonna use us for? "Now, let me tell you a story. Cloudsdale's where the weather is made. Without us, the rest of Equestria would starve, freeze, drown, and generally be a not-very happy place. That gives us the special honor. One that can not be tainted by...er...incompetent folks, like you. How could the world look up to and trust us if pegisi like...you are running around wearing the Cloudsale name? No, no. We needed to do something with all of you. Then we got a...delicious idea one day, over a thousand years ago. Those where smart ponies back then, I'll say. You can't find too many these days. Hehehe...but, I digress. Here, now though these doors, quickly now before more "encouragement" is supplied." The door to the next room opened as we all quickly gathered inside to what looked liked some sort of theater room.

"Enjoy the rest of you're pitiful lives. Hehehe." I heard him say before the doors slammed shut. I looked around the large room. There where six square vats filled with individual spectra, my guess, representing all six colors of the rainbow. Above them lied six hoses that broke off and where connect to a opening that was coated with rust. Above that was a odd looking object that had gears and hanging wires hooked up to it. Even above that was length of scaffolding and doors on each side. I over heard the three pegisi talking to each other themselves. I decided to cure some of my curiosity and went to go introduce myself.

"H-hi. My name is Red Balloon. I saw what happened to you guys. I'm really sorry. The orange pegasus looked at me, then smiled at me. "It's not you're fault. We all failed our tests and now where stuck here. I'm Sootaloo by the way." "So that's her name!" I thought to my self. "I'm Orion." The brown pegasus introduced himself. "And I'm Aroura Dawn, pleased to meet you." The yellow female pegasus greeted me. "Thank you." I said back. I scanned her and took notice of her right wing. "Aroura! You're wing, it-" "I know. I had an accident while taking the test and broke it." "Oh, you poor thing. I hope it heals soon." I smiled at her. Our bonding was erupted by noise coming from the crowd of failed ponies. One of them took off, heading to one of the open doors on the scaffolding and was immediately chased down by two suited ponies who tasered him. The pony dropped to the floor, admitting a sicking crack. Me and all the other ponies watched him for a long period of time. He didn't move once. "I guess that options out." I heard Aroura say under her breath. We walked up to join the rest of the group.

"Eyes front and center you inept mules!" One of the suited ponies yelled to all of us. We looked to where the pony ordered us to look, which was at the scaffolding. One of the doors opened and a few ponies started walking to the middle of the scaffolding. One of them got on to a podium and started to speak. "By now, you've all clearly determined that you are not going into exile. There is no deportation, there never was. You are in the factory. You will never leave the factory. And while you may be called useless, that is also not entirely true. You're worthless to the flock as a pony, but you still have purpose. Purpose to all the ponies in this land far and wide. You get to help us make rainbows. Beautiful, magical rainbows. Doesn't that excite you?" No pony looked exited from my view. I wasn't either. "Heh. I thought so. It's just such an honor, you know, It leaves every pony entrusted with the task speechless too. Now, do we have any volunteers? " One bright pink pony spoke up. "How could you ever get away with this?! How could Celestia or even Luna know about this and allow this?! It's slavery! It's torture!"

"I think you'll find it's more than that!"

The second pony went on the podium. They're whole body was covered with black except for her rose colored eyes. The voice was really familiar to me. "A thousand years ago, when Celestia banished Luna to the moon, she was charged with three tasks. She was..." I spaced off. I was looking at the pony talking and trying to comprehend what they where saying while also trying to figure out who was behind that black mask. Those eyes, sure there where loads of ponies with rose colored eyes, but they didn't stand out like those. "What did those horrible ponies do?!" The pink pony yelled. The mask pony took off they're- or should I say her mask and revealed a cyan blue pony with rose eyes and a rainbow main.

It was Rainbow Dash.

I gasped in shock. Rainbow Dash?! The first pony to do a sonic rainboom?! The pony that was one of the elements of harmony (loyalty) and protectors of Equestria?! She WORKED HERE?! I couldn't believe it. I looked back at Scootaloo. She was crumbling. Who could blame her? Clousdale's idol, her idol, was working in this awful place. So many emotions swarmed inside of me and I started to feel a little light headed, but it didn't last long. Rainbow cackled, leaving me more intrigued in what she was saying. "It had to be live ponies. Only in ponies! Where magic and spectra ran freely together! Hahahahahahah! Only then, can the spectra be separated. It was such a beautiful idea! Such a wonderfully horrible idea, and it works so well! We could create more rainbows, a better quality! And, it finally gave us a way to prevent from being tainted by all of those HORRIBLE pegisi, who couldn't fly! Hahahaha!!" Ponies panicked and started to run around, trying to escape. "I THOUGHT YOU LOVED ME!" Scootalo screamed at Rainbow Dash. She went on about how she loved her and how she trusted her. My heart broke, but not because of Scootalo, but because after her whole speech, Rainbow held no sympathy or love or care for her nor what she just said. Instead she spat back venom of how it was all Scootalo's fault and how Rainbow no longer believed in her after she failed. My head started to throb as my vision was getting more and more unclear. I had to physically shake my head to stop the war inside my head. By the time I'd gotten to my senses, Orion was now dangling, chains lifting him onto the opening. I realized that the rust covering the opening wasn't rust. It was blood! Orion was gonna die and no pony could do anything about it.

I over heard Rainbow Dash mention of the machine working better when the limbs where separated. I didn't know what to expect until the chains started pulling Orion's limbs apart. Orion screamed in agony as the shackles stretched him to the point of him splitting. I stood still watching the horrific scene before me, my mouth ajar and my eyes widened. Blood was dribbling down the pony's body and bone was beginning to show. The only other two things I could hear was the machine and Rainbow Dash's maniacal laughter. When the splitting finally stopped, Orion was panting hard, tears pouring from his eyes. Even when I thought it was over, Orion was lowered into the gears. The gears where turning, ready to crush the poor pony. Once the machine was ready, the shackles let go of Orion and dropped him on to the gears. The body slowly started to disappear into the machine as the splitting screams of pain, sickening sounds of bones and flesh being crushed, and demonic cackling all rang through my ears and into my head. My mind started to flood with voices of vengeance. This was all too much.

Once the body was fully gone, the machine huffed with satisfaction. Everyone was panicking, some even crying. I couldn't see clearly but I thought I saw Scootaloo faint. The voices in my head where screaming to let her out. As much as I wanted to, I couldn't. I didn't know what she would do if I gave into her demands. My eyes where starting to blur out, but I kept my ground and shook the voices out. Suited ponies where gathering around all of us. There tasers where ready just in case one of us would try anything. "CLEAR, FLY FOLD, REPEAT!" I heard Aroura yell to the rest of us as ponies started lifting of into the air. I did the same. Now in mid-air, I saw the workers down below shocked. They really didn't see this coming. Some of the workers began to take flight and taking down failed ponies one by one. Some of the ponies fought back hitting the workers at top speeds, sending some of them falling to the ground. I dodged a couple of them that where charging at me. I looked back for a split second and two, no three workers where chasing after me. I looked in front and two workers where heading in my direction. There was only one way out of this. "Time to use a little trick I learned back in flight school."

I flew straight towards the two workers charging at me. "If this go's well, I'll be safe, if not then I guess I'll die." I thought to myself. Then I counted silently for the right moment. The ponies in the front where getting close to me. So where the chasers in the back. That didn't stop my plan for that was exactly what I wanted. "Three, two, ONE!" As the ponies where exactly at my reaching point I dipped and closed my eyes, waiting for the pain to come. But it didn't. I looked back and the five ponies crashed into one another and all of them started to fall because of the impact. "Woo! Take that, ya basters!" I celebrated. I saw the vats and took cover in between them. "Huh. That was close." I huffed, then looked at the scene before me. Both the failed ponies and the workers where still going strong, but there were less failed ponies then work ponies. There was one suited pony that caught my eye. It was a blue eyed colt holding an object and little black orbs. I looked intently at the thing he was holding. It was a sling shot. He sling shot one of the orbs to one of the flyers and the orb shocked them. The pony who got shocked was now falling to the ground. Then it hit me. He was the one that did this to me. That pony was the one who messed up my test! HE GOT ME STUCK HERE!!

Anger filled my whole body as the voice came back to me but they where louder. They where saying things like "Let me in." or "Let me avenge you and the fallen." I didn't even ignore them. I didn't fight back. I just let my eyes go black and loose feeling.

She was back.

Black Helium's P. O. V

I started to open my eyes. It was like no time had pasted. Ponies where still flying and dropping. I only cared about one of them. Quickly a bolted up towards the blue-eyed pony. Workers where chasing me down, but I did give any shits about them. The pony saw me coming and her shot a couple of electric orbs at me which I dodged each of them. He tried again but I kept dodging. The workers chasing me weren't that lucky though. The colt must have realized he was fucked because after a few more times he dropped the weapon flew away. "Oh no you don't!" I flew after him, spending half of my concentration on my prey but still on the look out for any pony trying to take me down. The pony headed to the open door on the scaffolding. He flew through and I followed soon after.

Several pipes where knocked down, those pipes made a clear path for the both of us. I kept my eyes on the pony. Every now and again he would try to maneuver around sharp turns but I wasn't tricked by those turns. Our little game of chase was getting a little bit boring to me so decided to end it. I summoned one of my balloon strings and it shot at him. The strings wrapped themselves around the pony's wings. I pulled the pony my the wings and slammed him into the left wall. The impact wasn't enough to knock him out so once landed in front of him I punched his right check with a hoof. "That was for murdering my friends!" I yelled at him then took both of the strings to his wings and pulled. "No..do-AHUUG!!"The wings started to split from the pony's body as screams of pain erupted from him. My scowl turned into a twisted grin was the two wings snapped off. Blood sprayed on my hooves and on my face, but I didn't care. I actually liked the feeling. The pony was painting now, tears streaming from his eyes. I just rolled mine. "Oh, so now you're crying?! Before you where so big and bad! Was it because you where protected by this big ass factory?! Or was it because of your fucking sling shot?!" I yelled again, having no pity on the stupid pony before me. "Does you're body hurt?" I asked him with fake sympathy. He nodded. "Well let me put you out of you're fucking misery." I whispered to him before letting a few strings rap around him and tugged him out of the halls and back into the scaffolding room.

The machine had just finished killing another pony. The purple and orange tubes lit up. I knew who just died. "Shit." I plopped the pony on the floor and pushed the bright red button. The machine started up again. Workers where charging at me but stopped once they saw what I did to the pony. I smirked at them and then hoisted the pony's body with the strings. "And this was for fucking up my life." With that I swung the body into the machine. It crushed the pony the same way it did to Orion. I watched the machine eat the pony alive. The twisted grin widening in twisted satisfaction. I let a bitter laugh escape my lips as the machine crushed the last of the body.

I looked back, all the workers stood in there place. Some where furious, others where shocked. Some where even amazed. A pony landed in front of the rest. It was Rainbow Dash. I prepared for anything she could have thrown at me. But nothing happened. She just smirked at me. "You know, I first thought you where a good-for-nothing pony. But now I think I was wrong about you. You've got some guts, kid. Unlike that poor excuse for a flyer." I really didn't know what was going on. "What I'm trying to say id that we need ponies like you here. Since you've already proven to me that you're worth more that just being called a failure, how would you like to work here, kid?" I couldn't believe what I was hearing. She wants me to kill ponies that did nothing wrong. To tarturus with that! "What?! You want me to be stuck here working as you're sla-" "It's either this or death, kid." Rainbow cut me off. I did like to live. But that would mean becoming something I hated. Then again, there was no where I could really go. I was stuck here in this hell hole. I sighed in defeat. "Fine. I'll join." "Great. I'll lead you to you're living space. The rest of you, GET BACK TO WORK! If I see any of you treat our new member with disrespect, I'll kill you off myself!" I followed Rainbow Dash to the living spaces. Approving and unapproving faces where all I saw. I was now a new member of the Rainbow factory. Now that I knew what really happens to failed ponies, I wasn't just cheering for Windigo...

I was praying for her.

HOLY SHIT!! That was long! Well I hope you all like this thing. Part 2 will be out soon. But in the meantime...Be safe, smile wide, and FLY HIGH!!