Ship: Windilloon (Red Balloon x Windigo Breeze)

Warnings: Blood, gore, mild language, and feels.

Au: After Rainbow Factory

In the present...

Black Helium's P.O.V

The dorm door opened and I walked out sluggishly. I hadn't had a good sleep in days and was on the break of insomnia. I've been working in the factory for at least two years now and got down the basics. Every morning the "Director" aka Rainbow Dash would instruct us to our morning tasks. I would work cleaning something up or fix something, then have lunch. At night's when things get serious. Why? Because that's usually when the "failures" arrive to the factory. I'm one of the workers who watch over the failed ponies to make sure if one of them takes flight to escape, they won't. Rainbow Dash describes it as "disabling the failures".

I walked to the main center where we where given our tasks for the morning. Most of the staff where already there, so I slipped into the crowd and waited silently for the intercom to turn on. A minutes later a familiar voice came though the intercom which could only belong to the factory manager herself.

"Rise and shine, workers! We have a busy day ahead of us. Today is testing day, which means more failed ponies will be coming in tonight. So, 10873, you will be given files that is needed to be returned to Dr. Atmosphere. 10875, you will in charge of vat and tube checking for any cracks and other errors. 10878, you will be cleaning the Pegasus Device. The rest of you can clean any left over blood around the upper facility. I want this place to look spotless for when our "guests" arrive. Now get going!"

The intercom cut off and we all went our separate ways. Thank Celestia I was only cleaning blood. I couldn't help but still feel bad for the poor pony that had to clean the Pegasus Device. If you didn't know before, the Pegasus Device is the machine that kills ponies and absorb their spectra. There's been times where a worker was sent to clean the machine and didn't come back alive. Only the ones that know how to handle it comes back in one piece. Just the fact alone that this thing is used to rainbows sickened me. Not only that but the fact one of the most beautiful things in Equestria where made from such morbid ingredients. If it wasn't that they used other methods in the past to make rainbows, I would have been even more angered. But as much as I didn't want to believe it, they did everything they could until they reached this resolution.

But enough about that. I knew that today was a special day, for today was Windigo's flight test. I was hoping this day would never come, but it did. Now I saw Windy fly before and she's not bad. The only thing that could get in her way is her anxiety. But I still couldn't shake the feeling that she might fail.

"Nah. She'll pass." I thought to myself as I started to get to work. Though on the inside I couldn't help but feel a small surge of fear.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Windigo Breeze's P.O.V

Today was my last flight test and I was SO exited! This was my chance to live my life as a fully developed flyer. I couldn't wait until it was my turn. Although my anxiety was also heightened. The course was not that overwhelming. Just get rid of some clouds, fly though hoops and land safely. That stuff I understood, but it was the failing part that got to me. No pony really knew what happened if one would flunk the test except for the ones who actually failed. None the less I was hyped for it.

Time slipped by and the line was getting shorter. Before I knew it, I was up next. I stepped up to the starting line and took in a deep breath. "Windigo Breeze! Clear! Fly! Fold! Repeat!" I heard the instructor pony yell and I took off to the first part of the test. It didn't take that long to fly through all of the clouds. It was actually a little satisfying. I dived down towards to hoops. I went through the first hoop with ease. Although, the hoops started to shrink the more I flew through. As the hoops grew smaller my anxiety started to grow and it consumed my focus. Soon my mind was racing, thinking of so many thoughts at once like: "What if I crash?! " or Will I even fit?!" The intensity was overwhelming and out of panic I shut my eyes. Biggest mistake ever made.

I felt a sharp pain go through out my body. I screamed in pain and soon fear as I was sent plummeting down from the impact of crashing into the hoop. The crash knocked most of my reflexes out of me so I couldn't recover in time. Not to mention the splitting pain in my head. Thankfully, there was a stable cloud which I landed on. It took a few minutes but I managed to finally recover. Though the pain wasn't gone yet.

"Ow! Ahhug, my head!" I yelled, holding my forehead with my right hoof. But the pain I felt on the outside was nothing compared to the pain on the inside. I had just failed my test. Not only that, but I had just failed me, Cloudsdale and all who lived in it. But most of all, I failed Red Balloon. I knew she had high hopes for me, and I had just crushed it.

"If only I didn't close my stupid eyes I could ha-" but I stopped mid-thought. The judges and my teachers explained that there would be no retakes. I flew into that hoop. I failed my test. There where no room for excuses now. Tears started to form in my eyes as I headed to the west wing.

There was a long hallway in front of where I stood. I ventured forth into the unknown with tears still streaming down my face.

"Things can't get worse than this." I thought. Little did I know how wrong I was.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Back to Black Helium's P.O.V

I had just finished cleaning the dried up blood on the floor when I heard the intercom turn on once more.

"10880, report to my quarters right now!" I groaned. What the fuck have I done now? I made my way to Rainbow Dash's office but stopped once I got to her door. Believe it or not, I have never been in Rainbow Dash's room/office. Not a lot of ponies went inside. Only the most important got to go. So this was a somewhat blessing. I knocked on the door and it opened from the inside. The room was a little dark. Not a lot to it. There was a bed on the left side and a desk at the far end. There sat the mare herself. "You wanted to see me, Commander Dash?"

"Yes, and no, you didn't do anything wrong...yet. You see, Dr. Atmosphere had a meeting on the lower factory. As you know he usually gives the failed ponies a tour through the factory," I nodded, slightly seeing where this was going. "since he will be gone, I want you to take over for him."

"And no pony picked up the phone when I called it."

"Wait. You want me to take over?" I asked Rainbow Dash with disbelief. She nodded. "But I'm just a worker! There are so many other workers you could have chose from! Why me?!"

"I have high hopes for you here, so far you've proven yourself worthy of this responsibility. Think of it as a test. If you pass, you might be the permanent sub-guide for Dr. Atmosphere. That's only if you pass. Just to add, I am ordering you to do this. But I would like you're agreement." She was right. I didn't really have a say in the matter. As good of a worker I may seem, at the end of the day, I was below her.

"I'll do it." I said. Her smile widened. "Good. The failed ones will be here soon. You know what to do?"

"Yes, Commander Dash." And with that, I was out of the door.

Did I want to do this? Fuck no! But for a different reason. You see, I had my fair share of being "encouragement". I would cringe every time Dr. Atmosphere would pull an insult from his ass. It really wasn't needed to say all of those hateful words to those failed ponies. It stung even more because I was a failed pony too. I was once in that spot of humiliation. And my Celestia, did those words hurt. I never liked how they treated the ponies that where sent here. They would throw insults at them like it was their job. In a way it kind of was.

I went to my room since there was a couple of hours until the new set of failed ponies would arrive. My head started reeling once more. How was I even gonna do this. Should I just keep quiet? Should I just do what Dr. Atmosphere does and ask questions? I really didn't know how to go about this. What I did know was that those failed ponies where going to be here at the factory soon and I needed to get ready for what ever happens.

Time skip to the arrival.~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Narrator's P.O.V

The carriage halted without warning and woke Windigo Breeze from her shorted slumber. She had been through a uncomfortable carriage ride filled with bitter backlash from the ponies pulling the carriage and guilt. So it was surprising that she got any sleep at all. Windigo got out and looked up at the place before her. It was large and unfamiliar and it some how gave Windigo uneasy vibes. The pegasus stepped up to the metal doors. The eye slot opened and revealed a set of green colored eyes. Then a few minutes passed and the doors opened and Windigo went inside.

Windigo looked around the area. There where several ponies in black full-bodied suits running around to certain places, most of them seemed to be pegasi. The place itself was large and filled with machinery. In front of her where a good amount of other pegasi bundled together which Windigo assumed where fellow failed ponies. All of them had an mix expressions of fear and confusion, and so did Windigo. Who could blame her? She had just been sent to this unfamiliar place filled with unfamiliar ponies which she couldn't even identify because of the suites. One pony, though, stood above the rest.

"Attention, failures!" The pony's voice boomed as the owner approached the group. "My real name is classified but you may call me 108BH, I'm a worker here." Windgo scanned 108BH. Their body was covered in a black suit and mask, all except for their eyes and lilac wings. She definitely recognized the eyes, for they where the same green eyes that greeted her through the door. "I will be guiding you all though this factory. The original guide, Dr. Atmosphere, had to take care of important things down on the lower facility, so I'm taking over for him." That voice. Windigo swore to Celestia that she'd heard that voice before. The only thing that was preventing her from connecting the dots was that damn suite and mask.

"Now that you're all here, I'm going to cut to the chase. Welcome to the Rainbow Factory, you miserable mules! You're still in Clousdale, of course. This whole factory is made to make and stabilize the weather. Without us, Cloudsdale and the rest of Equestria would be a lost cause. This part of the factory, however, is made for the soul purpose of showering Equestria with rainbows." Although 108BH was looking at every failure, they seemed to look directly at Windigo the most.

"I will explain more about the rainbow making once we get to the theatre room. Oh, and don't fall behind. Or I'll have to give you some "encouragement." 108BH nodded behind Windigo and a few others before she was overwhelmed by electrical pain. She yelled in agony along with the other seemingly tasered ponies and fell to the floors. All the while, 108BH was watching them, no expression on their face. Windigo trembled, nearly crying as she struggled to stand up. "Now, follow me."

The group followed 108BH through the facility. There where a bunch of wholes and other hazards that Windigo almost fell into. 108BH was telling the whole backstory of the factory and why it was important. Windigo didn't pay that much attention to the story, for she was more focused on the pony telling the story, trying to figure out their identity, but to no avail. 108BH stopped at another metal door. They turned on a handle that opened it, then got out of the walk way. "In here, and make haste." They all went inside, Windigo was the last failed one to do so. As soon as she got inside the theatre room, she looked around the room she was in. There where no windows and only two doors on a scaffolding far above them. There was also a podium with a mic. 108BH flew up to the podium and spoke into the mic.

"Now as I was saying, we have a way of making rainbow here. I'm just going to be straight forward with you. We have tried so hard of getting the spectra formula right, but we came up with one solution and one solution only," 108BH, who was usually expressionless , had a sinister smile and menacing glare on her face. "the spectra had to be made out of live ponies! Only live ponies! Then we could make our own spectra and we could get rid of ponies like you, who couldn't pass a simple test!" 108BH cackled. Windigo froze with fear. She was already know something bad was going to happen to her for failing her test, but she never thought she was going to die for it.

"It's about time you met the manager of this facility." 180BH walked to the left side of the podium and another pony took their place. They had the same suit on but this pony had rose colored eyes. The pony wasted no time with the reveal. The mask flew off the Pegasus and there stood Rainbow Factory Dash.

Windigo's eyes widened in shock. Rainbow Dash, one of the elements of harmony, here?! Rainbow Dash flipped a lever which revealed a large, odd, and scary looking machine. It had gears, wires, and shackles hanging from the top and six different colored vats for each spectrum. "This machine here is called the "Pegasus Device". It allows us to absorb spectra while crushing ponies, leaving no room for failures like you to taint the Cloudsdale name! Rainbow said in between cackles.

With a push of a button, the Pegasus Device was activated. "Now, who's first?!" Windigo, along with the rest of the failures, cowered with fear. No pony knew what to do at this point, but if they didn't do something soon, they were all going to die. Out of fear and slight bravery, one pony took to the air.Then two, then three. Soon everypony but Windigo where flying through the air, desperately trying to find any way out. Windigo also took to the air. The room was once again chaotic, but being that the workers had been through this before, a lot more started to take off as well. Soon enough, half of the ponies where down.

Windigo was still avoiding and flying, trying to escape. She caught sight of 108BH, who was staring right at her and then took off headed straight towards her. At. Top. Speed. At this point, Windigo couldn't care less who was really behind that black mask. All she knew was that if 108BH caught her, it would mean death.

Windigo bolted away from the speeding pegasus, now also flying at top speed. While flying, Windigo noticed that there where only a few ponies in the air left. The others either fell to the floor, unconscious or into the machine. She also noticed two ponies trying to break down one of the doors on the scaffolding, so in a quick attempt to escape the theatre room, she flew down to where the ponies where to help them out. By the time she got to the ponies, the door was nearly at the point of caving in. Windigo looked up and saw 108BH heading straight towards them. That was all Windigo needed before bucking the door hard enough that it would, finally, break down. Wasting no time, Windigo flew out of the "door" leaving the other two ponies behind.

It didn't take long for 108BH to catch up to her, despite them being hold back by the two ponies. They where now flying through the corridors which Windigo didn't really know where it led too. But if it lead to somewhere that would help her escape this hell while of a factory, it was a chance she was going to have to take. Every so often, Windigo would take a sharp turn around a corner at a desperate attempt to shake 108BH off her tail, but to no avail. The worker had been in this factory for over two years now. They had this place memorized to the teeth. Windigo looked back for a split second. The pony chasing her no longer had a smile on their face, it was replaced with a nasty scowl. Their black suit was covered with splatters of blood and spectra, so did their mask.

The chase lasted for another minuet until Windigo felt her wings start to grow sore. "Oh, no! Not now!" She yelled internally, trying her best to push her self. The fact that there was literal death behind her didn't help at all. The overbearing feeling of pressure returned to the fleeing pegasus. Her mind filled with panic and vision became blurry by tears. So blurry that she couldn't see herself heading straight into a wall.

Windigo crashed into the metal wall with a loud thud, hitting the right side of her body. The impact caused her to drop to the floor. 108BH landed in front of her, the wicked smile returning to her.

"It's a shame, you know? That there are so many things in this world that are out to get you. So many things that are just working to bring you down. And yet, you're the only one that can fuck yourself over." Windigo tried to get to her hooves, but she could only push herself up ever so slightly. Tears where now streaming from her eyes and her body hurt like hell. She looked up at 108BH. "I always told you that you're anxiety was gonna be the death of you, Windy."

Windigo's eyes widened as the sudden realization finally hit her. There was only one pegasus at flight school that ever called her by that name.

"R-Red?" Windigo questioned, hoping that her suspicions where incorrect. The pony chuckled darkly and took of the mask which revealed a purple coated female pegasus with green eyes. Her mane was a darker shade of pink with black tips. Minus the changes, Windigo knew who this was. Red Balloon.

"Yep. Or at least a version of her. My name is Black Helium, I'm Red's more...darker side. I've been working in this hell hole since you're friend couldn't stomach how things worked around here." Black explained to the now sobbing pony. Windigo's heart shattered. How could this be? Her own best friend, working in this evil and gruesome place. This had to be a nightmare or even some sick prank. This couldn't be real.

"Why, Red?! I thought you care about me! I thought we had something special! After everything we've been through, after all of the things I've done for you! You're just gonna kill me?! You-you're just gonna let me die here?!" Windigo shouted in between sobs, her head handing low. She hoped that saying these things would resonate some sympathy, mercy or even sanity within Black Helium.

When she looked back up, she didn't see sympathy nor mercy. What she saw was unchained fury and hatred.

"I DID CARE ABOUT YOU! AT LEAST UNTIL YOU FAILED YOU FUCKING TEST!! I HAD FAITH IN YOU, WINDY, AND YOU JUST KILLED IT! I WAS MARKED AS A FAILURE TOO! SOME PONY SABTOSHED MY TEST AND ONCE I FOUND OUT WHO IT WAS, I THREW THEM INTO THE MACHINE AND KILLED THEM! RAINBOW DASH SAW WHAT I DID AND SHE GAVE ME A JOB HERE! I'VE BEEN WORKING HERE FOR TWO FUCKING YEARS! I KNOW WHAT GOES DOWN HERE! I KNEW WHAT WAS GONNA HAPPEN IF YOU FAILED! I WAS HOPING AND PRAYING THAT YOU'D PASS BUT YOU DIDN'T, AND NOW LOOK AT WHERE WE ARE! YOU DIDN'T JUST FAIL ME, YOU DID'NT JUST FAIL CLOUDSDALE, YOU! FAILED! YOURSELF!"

Black Helium's breath was ragged. She was breathing heavily, and Windigo swore that she saw something form in Black's eyes. Windigo on the other hand was shocked. She had no idea that Re-er Black Helium went through this. How could she? Windigo wasn't there when she took her flight test. She wasn't there to support her, and now after years, she finally saw her as the monster she was. Windigo was Black's last shred of sanity she had left. But when she saw Windigo in the crowd of failed ponies, that shred of sanity disappeared and was replaced with anger and madness. Windigo's long lasting and beloved friend was gone.

Red Balloon was gone.

"But it doesn't matter now. You're here now, you failed you're test, you die. So stand up, and face you're death." Windigo's body was still sore from the crash, but she healed a little. It would've been stupid to take flight again, but for some reason that's exactly what Windigo did. She took off with some struggle, but managed somehow to take flight again. Of course, Black Helium flew after her with more rage then she had before. Once again Windy glanced behind her. As soon as she looked back she almost automatically looked forward. Black Helium's eyes were at the size of a pebble. The two continued the deadly game of chase. Windigo tried to shake Helium off, but it was no use.

Finally, with all the chasing, Helium finally had enough. She shot out her strings one by one. They barely miss the Windigo. They both where heading towards the end of the corridor. One of the strings finally wrapped around Windigo's right hind-leg, slowing down her speed. Soon more and more strings wrapped around the poor pony and pulled her closer Helium. Windigo kept on trying to break free from the strings but only found herself getting pulled back. At top speed.

Within countless minutes of struggling on both ends, one trying to escape and the other trying to carry back to the killing machine. In the end, Windigo lost that battle and she found herself being hooked up to the machine. Tears where streaming from Windigo's face.

"Please, Red! I know you're in there! Let me go!" Windigo pleaded. Black just turned around and nodded to the PDCC (Pegasus Device Control Center). The machine started humming a few seconds after. The shackles started to stretch out Windigo's limbs, pulling out a piercing scream as blood trickled down her body. Black Helium along with the rest of the workers watched the scene. Soon after, at what felt like hours, the stretching finally stopped. Windigo was panting heavily. She looked back at Helium, scanning for any signs of remorse. But was only greeted with a cold, heartless, and emotionless glare staring daggers back at her. There where no traces of kindness, love, or even care. All that was left was a monster. Helium flew up to Windigo and lifted her chin up so that Windigo's golden eyes would meet her green eyes.

"Any last words?" Helium asked. Windigo stopped trying to convince Helium to let her go. It was pointless to try. Freedom and friendship vanished once those metal doors closed. Windigo realized that. There was only one thing she could do now.

"I-I love you, Red Balloon. I always have, and I always will." Black Helium didn't know what happened, but she felt a sting of emotional pain in her heart. The pain started to course through her body. But she still kept the same cold look. She flew back down and her hoof pulled the lever. The gears started to turn and Windigo was hoisted down to them. Sounds of bone being crushed and screams echoed through out the room and for the first time in a while, Helium started to feel a single tear streamed down her face. Things where never supossed to be like this. Both Windigo and Red Balloon were supposed to pass. She never wanted this. But it had to be done. Soon the screams and crushing stopped, and the blue, orange, and yellow tubes glowed a little brighter, indicating that spectra entered those three tubes.

Then there was silence.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Later that evening

Black Helium stepped inside her room. Her roommate Air Glider looked at her with sorry eyes.

"So, ya did it?" She asked. Helium nodded then plopped on her bed.

"I had too. If I didn't, Rainbow Dash would've done it for me. Probably would've killed me too. I never wanted this. I wanted for the both of us to pass. But instead, I killed her. If only that fucking pony hadn't rig my test, I would have been there for her!" Air looked at her like she had just laid an egg.

"First of all, that ponies name is Blue Wing. Second, he didn't leave the factory." Helium's head shot up. Her eyes widened and she bolted up to Glider.

"What?"

"Y-yeah, Blue was in the factory the whole time. No pony is can to leave the factory except Rainbow Dash. Every pony knows that."

"I didn't..." And that's when it hit her. Rainbow Dash is the only pony who can leave the factory. Which means that she was the only one that could have been at the flight test. The pony now named Blue Wing didn't rig the test after all.

It was Rainbow Dash.

Black Helium fell back on the bed only now with tears rolling down her eyes. This was all Rainbow Dash's doing. She tasered her, framed one of her own workers for it ad some how knew Helium was going to get worked up about it. She hired her to be a worker her and somehow also knew that Windigo was her best friend. Rainbow Dash knew that Helium would kill Windigo. It was all Rainbow Dash's plan and both Black Helium and Windigo Breeze fell face first into it. The worst part was that Helium was pretty much powerless to do anything about the matter. She had killed her best friend and she killed a pony who didn't do anything to make her fail. She would be working for the same pony that ruined her life...

And there was nothing she could do about it.

AYYYY!!! I'm back from the dead! Thanks for sticking with me, ya'll. I had so much on my plate and I procrastinated so much! And like I said, updates might be slower than usual. So who ever might this, thank you for sticking around! And sorry for the feels. But don't worry, I'll have another Windiloon oneshot/chapter coming right at you guys and who knows? It could be a fluff or a smut. (; But any ways thanks for reading and as always: Stay safe, smile wide, and FLY HIGH!!!