This article is in the Suggested Reading category. If you want to get someone started with creepypasta, you should probably show them something in this category.

New lunar republic by vexx3-d5459k8

Chapter 1

Any final words, you miserable, worthless whore of a foal?

...You have... beautiful eyes.


Get everypony out of this room. Seal it off. Lock it down. No one goes in unless I say they can.

But Ms. Dash-

Do as I say! Use the backup devices for now. The main theater room is to remain off-limits to everyone!

Ms. Dash, what do you want us to do with the foal?

GET OUT! Just leave me be. I’ll deal with this meat sack.

Yes, Ms. Dash.


Oh, Scootaloo... Why? How could you fail me like that?


“I’m telling you, Rainbow, I need more engineers. We can’t continue to keep this facility up and running with the skeleton crew you’ve provided us! It’d be a damn shame to watch the entire new Factory fall apart because you’re too cheap to recruit me an employee or two.”

“Come now, Hide. What do you expect me to do? Toss an ad in the Cloudsdale Gazette? ‘Wanted: Engineer to help maintain foal disembowelment machinery and other devices of mass murder for the purpose of manufacturing rainbows. Competitive benefits. Serious applicants only.’ We can’t just hire someone.”

“Oh for Celestia’s sake, Rainbow! Have you even looked at this building? Ten engineers cannot properly maintain six different floors of high-efficiency weather creation machinery. Not to mention we still need to keep the old Factory from falling apart in order to keep this whole thing operational....”

“Hide. Walk with me.”

Rainbow Dash rose from her seat, groaning slightly. The last two decades had been long and stressful from managing the Cloudsdale Weather Corporation. The company had flourished under her leadership, mostly thanks due to her undying loyalty to Cloudsdale. She had managed to spread pegasus-controlled weather far beyond Equestria’s borders as well; working under her was the best way to travel and see the world.

Hide followed his supervisor, sighing deeply as she lead him out the door. They stepped from her office into a cramped, dimly lit hallway. The walls were perfectly smooth, featureless clouds, broken only by the occasional door. Dash’s efforts to control her tone of voice were very clear to the stallion, yet she remained calm as she spoke.

“Twenty years ago you operated this facility flawlessly, Hide. What the Tartarus happened? Why can you no longer do the job we pay you to do? Mind explaining this to me?”

“Because twenty years ago I had three times the staff I have now and a facility about one-tenth the size and complexity as this one is. Ignoring the backup machines, we only had the one Pegasus Device to keep running. Since then, most of my staff has been involved in industrial accidents, received “disciplinary action,” or simply gone insane.”

“You’re insane, Hide. I’m insane.”

“Yes, but we recognize that. So on top of being reduced to my luckiest workers, we’ve got not one, but six devices to keep running. Those alone take all of our work hours to maintain!”

“Hide, take a look around. See what I’ve built. What do you see in this room?”

“I see the Kevlar and steel fibre mixers.”

“Yes, exactly. We developed these machines to infuse clouds with textiles, rendering them both completely solid and lighter than air. Construction companies across the globe buy out our stock in them. Heck, the whole Cloudsdale Weather complex is even made out of them!”

“What’s your point, Rainbow?”

The mare ignored the stallion, urging him to follow. Hide sighed yet again and adjusted his white lab coat before following his supervisor.

“Look over there,” Dash said, pointing with a dusty-blue wing to a modern looking cube, massive in relation to the workers next to it. Her coat had dulled over the years, and while there was no trace of grey in her mane, its once vivid colouration now lay flat and drained.

“What, one of the Pegasus Devices? What’s so special about that?”

“Back before the Incident, it took several ponies’ worth of livestock to extract one rainbow’s worth of spectra. With your research team’s engineering, we’ve managed to lower that average to two foals. Progress, Hide. Progress.”

“Speaking of progress, that reminds me-”

“Later. Progress that was made by increasing efficiency and decreasing costs. Not by acting as if we have infinite money. Do you think we get those pitiful failures for free?”

“I wasn’t aware we sent the flight schools purchase orders for the dysfunctional idiots, no.”

“Bite your tongue. Bribes, payoffs, it takes a lot of bits to keep everything top secret. So what do you want from me?”

“Just... one employee, Rainbow. That’s all I ask, for buck’s sakes. One damned engineer.”

“I suppose I could always ‘promote’ one from the Lower Factory.”

“Oh, thank Luna. Yes, please!”

“Well then, follow me. If you really want an engineer that badly, then it’s your decision as to who gets to leave their families behind.”

“Fair enough.”

The mare led the way, opening her eye wide by a panel by a large door. A series of electronic whistles went off as the door slid open, hissing, allowing access to the dark hallway beyond. In direct contrast to the fluorescent room they had left, both ponies were obscured in complete darkness.

“We’re taking the long way, then?”

She sighed, becoming flustered. “I’m not done making my point. I don’t think you understand the importance of Cloudsdale anymore. I figure before I send you away for disciplinary action I could at least try and help you myself.”

Hide pursed his lips. She’s questioning my loyalty to this factory? I practically built it from the ground up! But Dash does as Dash will do... Better keep quiet. Who knows, Hide. Soon you may be able to retire....

“And the easiest way to help you know how valuable we are to Cloudsdale is to pay attention to how we operate. Am I wrong?”

“Of course not, Rainbow.”

“Call me Ms. Dash, please. I am your superior, whether you like it or not.”

“Of course, Ms. Dash.”

She reached into a wall, unlocking a hidden door. The room beyond offered minimal light, just enough to not lose your footing. The two padded in, closing the door behind them.

“You should be able to tell me what’s in here.”

“A Class II Pegasus Device, Second Edition, serial number eight eight alpha tango-”

“Good, good. What’s it doing, Hide?”

“It’s currently in operation, working at a core temperature of seventy degrees Celsius, breaking down input resources at an efficiency ratio of three units of spectra per unit of livestock.”

“Cut the technical jargon, Hide.”

“It’s making rainbows.”

“Exactly! But since you’re clearly avoiding the subject, allow me to describe to you what the machine is doing. Good timing too, as it’s just now finished with its latest failure.”

Dash cleared her throat, observing the humming machine as it settled. After a moment she whispered to the stallion next to her, smiling deviously.

“The process starts as most factory productions go. A unit of raw resources is placed onto a feed that leads into the machine.”

Two stallions, their muscled bodies threatening to tear out of their suits, hoisted a frail blue colt onto a conveyor belt. The colt was horrified, his hooves bent and tied at painful angles underneath him. He was forced to stare at the machine in front of him, forced to watch, unable to look away from the maw of the Pegasus Device.

“The machine loads the raw resources into its primary processing segment, breaking the material down into workable size.”

“No... No! Help! Luna! Celestia! Oh, help, help, anypony he-AAAUGH!”

Hide paid close attention, watching the scene unflinchingly as an assembly of blades and hooks drew the colt into the Pegasus Device. Lasers scanned the blue pegasus, determining the locations of his appendages. With a whirr, massive blades adjusted and slammed down onto the colt, severing all of his limbs.

“After processing the colt, it then feeds the resources into the secondary processing segment, where our top-secret technology disintegrates the flesh and extracts the spectra.”

Hide nodded, struggling to hear Dash over the warbling coming from the machine. The screaming became more fluid, bubbling up until finally there was nothing.

“The spectra is then pumped into our mixing department below, and I’m sure you understand what happens from there.”

“Yes, yes,” Hide sputtered, urging Dash along. “That’s all very nice, and I get it. Can we please just go get my engineer, Ms. Dash?”

“Alright,” Rainbow sighed, rubbing her neck with a hoof. “I really wish you’d put more effort into this, Hide. You’re a good friend to me and I’d hate to have to lose you.”

Hide punched a switch in the wall, and the clouds shifted to reveal a cramped elevator shaft. They walked in and stood on either side of the door. After a quick retina scan, the doors slowly slid shut and the elevator shook violently, beginning its descent to the Lower Factory.

“You’re a good friend to me too, Dash. And believe me, I do love this job. I’ve loved the work ever since that wonderful, glorious first day I got to see the result of my hard work. That first rainbow in the sky, made with the first batch of failures I oversaw.... I was terrified, back then, at what we were doing, but knowing how happy we were making Equestria and how safe we were keeping Cloudsdale... everything fell into place.”

Dash’s eyes clouded with nostalgia, and she looked softly at the stallion. “So you’re not losing your edge?”

“Heavens, no! It’s just frustrating, Dash. Take a look out there. Things have changed since the renovations. Your upper factory, both the old and new, is obscured in a constant thunderhead. ‘Competitive edge’, I think, is how you sold that to the Princesses. Instead of two floors, with only one machine to maintain, you’ve given me six different floors of factory, with not only Pegasus Devices, but cloud solidifiers, high-powered ice crystallizers, and not to mention the holding rooms for the failures that power most of these machines. Some days I wish I could just go back to that one Main Theatre Room, and-”

Dash’s happy expression dropped as absolute fear gripped her face. “No. Stop. Nopony shall ever go into that room unless I specifically request it! Why do you want to go there?”

“Dash, Dash, calm down! That’s not what I meant! I just... Dash!”

Hide struck the rainbow-maned mare, causing her to stumble. Her bulging eyes relaxed, focusing on the stallion above her. She reached up, panting, and Hide helped her back to her hooves.

“I... Thank you. Sorry.”

“It’s alright.”

“Oh, while we have a minute, you said you remembered something about the Device?”

“One of my researchers handed me this letter, insisting you read it. ‘Your eyes only’ kind of thing.” Hide reached into his lab coat, fishing out a crumpled note. He tossed it to Dash and she caught it with a look of curiosity covering her face. She was quiet as she read, and Hide focused on her expression.

Dash’s eyes popped out once again, her legs shaking as she continued to read.

“...How... how long? How long has this been in development?”


“Don’t play stupid with me, Hide! You had to have read this already! How long has your team been working on this?!”

Hide was silent for a moment, carefully forming his next sentence.

“Dr. Test Tube was working on an entirely different project- the one you commissioned to see if there were any other resources we could gain from test failures. He was trying to determine if skin could be used in the cloud solidifiers. Organic tissue instead of Kevlar. It was only last night, apparently, that he discovered we could extract spectra harmlessly without any damage to the resources.”

Dash whispered, staring at the floor. “For over twenty years I have run this company. I have seen friends and family pass by those doors, and into those conveyor belts. And... you mean to tell me it was for nothing?” Her voice rose to a shout. “The... the whole Incident could have been entirely avoided? Are you flocking kidding me!?”

“Dash, this technology didn’t even exist until last year! It’s pointless to dwell on the past. Think of the future. No more need to murder foals! We could run it like a blood drive-- ‘For a Better Cloudsdale!’ Just imagine it now, stallions and mares and everyone will flock to us. Practically infinite resources, and we can charge them to donate. Who could resist the idea of being part of a rainbow? Just imagine, Dash.”

“Just... imagine. Hardly. Shut the program down. Have Dr. Test Tube sent to Equine Resources. I’d personally like to find out how many feathers he can have individually torn from his body before he passes out. And-- and then perhaps see how well he can work without his forehooves. Just the hooves, mind you. I can’t afford to add-- outfit, our facility with ramps.”

“Dash, this is outrageous! What’s wrong with you? This is a legitimate way to further the glory of Cloudsdale and the Flock, increase the value of the entire company, and stop this senseless killing we’ve done for millennia!”

“Senseless. See, that’s what has me worried about you. This isn’t senseless. We’re doing Cloudsdale a favor by removing those too worthless to wear it’s name. That’s what you seem to have forgotten, Hide! Besides, how do you expect me to announce that? We’d have to let the whole world know about what we’ve done. The company would be ruined! Celestia would kill us all.”

“Well... maybe we do need to come clean. Start fresh.”

“Since when did you get a concious? No, Hide. No is final. Do you understand me?” The elevator shuddered to a stop and the doors swept open. The room ahead was the cavernous Rainbow Mixing room. Rainbow sniffed deeply, enjoying her first breath of fresh air in months, while ignoring the awestruck workers in the room. Most had never seen the manager of the Cloudsdale Weather Corporation-- even less ever expected to.

An aura of fear gripped the room. To see somepony from the Upper Factory normally meant someone in a body bag was coming down, or that they might vanish beyond the doors until they were released with the dead.

“The name, Ms. Dash,” Hide seethed, “is Dr. Atmosphere. I do have a degree, you know.” Atmosphere pointed at a group of similarly clothed workers and shouted. “You there! Which of you is single and not dating at the moment?”

Four of the pegasi bolted, leaving two mares to look around wildly for some sort of assistance.

“Alright. You!” Dr. Atmosphere pointed a dark red hoof at the first: a larger, light green mare. “How long have you worked for Cloudsdale Weather?”

“F-four y-y-years, s-sir.”

“You.” Atmosphere aimed at the second mare. She gulped, her pale blue body cowering away from the imposing stallion.

“Six months, sir.”

“Excellent. You. Greeny. Come with me. You’ve just been promoted. Say your goodbyes and, as the age-old saying goes...” Atmosphere trailed off, controlling his anger at Dash and clearing his throat.

“S... saying?”

“Welcome, mules! Welcome... to the Rainbow Factory!”

Atmosphere cackled, practically dragging the terrified mare with him back to the elevator. Dash was unable to hold back her trademark smirk, catching the eyes of the workers until the door to the elevator slammed shut.


Cold gusts blasted against the side of the cabin and rocked the carriage violently. Cloud Cover looked up, taking in her surroundings.

She wasn’t sure how exactly she had failed her flight exam. Something about closing her wings too soon. It didn’t matter. All Cloud understood was that she was on her way out of Cloudsdale, out of Equestria, and out of the lives and memories of all her friends and family. It wasn’t fair.

“But what is ‘fair’, anyways?” the dusty purple filly sighed, trying to spot something, anything of interest to make the flight less painful. All she could see were four other foals, each secluded and silent. Cloud immediately gave up on conversation. At first they had all been willing to try and talk the flight away, but it soon became apparent that they could find nothing to discuss except their shameful failures.

Cloud ran a hoof through her short teal mane, sighing. She slumped back against the cold wooden wall of their cage, aggressively sitting still and staring pointedly at nothing.

“Who needs Cloudsdale anyways?” she lied to herself. Who am I kidding, she thought. We all need Cloudsdale... Oh, Celestia, who deserves this? What have we done wrong? No, calm down, Cloud... Now isn’t the time to get all wishy-washy. Might as well... enjoy the ride, I guess. Buck me.

She rubbed her hooves into her bright yellow eyes, pressing the sleep out of her. A glint of light caught her sight as thunder cracked around the foals. She jumped, her murmur echoing with the other foal’s. Swallowing her fear, she turned towards the light source and noticed a split in the wood. After a quick check to make sure no one was paying attention, the filly lay down and pressed her face against the wall.

The sky outside was a maelstrom of tumbling clouds and flashes of lightning. The thunder shook her insides, threatening to suck the oxygen straight from her lungs.

This is weird. Shouldn’t we have passed this storm by now? It feels as if we’ve been in it for hours... Maybe we’re outside of Equestria now. One of the few places Cloudsdale Weather doesn’t moderate the weather? That would make sense, I guess. Ship the failures to the lands they refuse to sell to.

A bolt of electricity snapped just feet from her muzzle, the shockwave blowing back the shrieking Cloud.

“Aiieeeee! Aiieeeeee! Aaaugh!”

“Cloud! Cloud! For the love of Luna, stop screaming!”

A pale orange colt smacked the purple filly, pushing her back against the cabin floor.

“...You hit me, Corona,” Cloud Cover muttered, holding a hoof to her sore face.

“I’m... I’m sorry, Cloud. You know me, I always act before thinking.”

“T-thanks. I needed that. Listen, Corona, I know we all got tired of talking about it, but I was sent to the carriage before you... How’d you fail? What happened?”

The colt rubbed his neck, glancing down at his cutie mark. It was a golden horseshoe with wings, reminiscent of one of the gods of speed they learned about in Equestrian Mythology.

“I did everything too fast, as usual. Heh, and ponies used to say I’d be useful to the Flock with my speed. Who’d have thought I’d be unable to make the sharp turns to fly through the hoops? I don’t get it, Cloud. Why do we have to leave? You’re the smart one, what with all those journals you’ve worked on.”

“I dunno... just because I was the editor for our academy’s paper doesn’t mean I understand everything, Corona.”

“What’s your best guess?”

“Well, it’s Cloudsdale, isn’t it? Have you ever seen a pegasus pony on the weather team that had a disability or was kinda mental?”

“Can’t say I have.”

“Exactly. That’s why we were sent away, I think. To preserve that perfect image. Understandably so, I guess... I wouldn’t want to be part of a race like the Unicorns or Earth ponies. Flaws... we can’t have flaws.”

“But why not?”


“What’s wrong with being equine? Ponies make mistakes, Cloud. All ponies do. Why does Cloudsdale get the final say as to which mistakes are intolerable signs of weakness?”

“I don’t know, Corona. Frankly, I don’t really care.”

“You don’t have the slightest idea? I doubt that. You think too much to not have an opinion.”

“Opinions are worthless in the grand scheme of th-”

“You’ve got nothing else to discuss.”

“... Fine. ‘With all great things comes great responsibility’, right? You’ve heard that before, haven’t you?”

“Of course,” Corona nodded, laying down next to Cloud Cover. Another burst of thunder shook them to the core, and the rain seemed to hammer even harder than before on the roof above them. Ice-cold water drizzled onto them through the holes in the wood and they nestled close together, keeping warm.

“Good,” the purple filly sighed, thinking back to the articles she had written on the subject back in Flight School. Absentmindedly she stared at her cutie mark, a pencil and notepad, before continuing to speak. “Cloudsdale prides itself on being the greatest of things, and naturally that comes with the greatest of responsibilities: complete and total control of the entire weather system across not only Equestria, but now most of the world as well. The weather, in turn, affects ecosystems, which affect economies, which affect the entirety of the social constructs we rely on to stay alive. In short, it’s a pretty big deal.

“With such massive dues to pay to Equestria, Cloudsdale has to do whatever it takes. The consequences of failing such an enormous task would be worse than the consequences of whatever Cloudsdale has to do to succeed, so in comparison to a complete global meltdown, our exile is warranted. Makes sense?”

“You use large words a lot.”

“...We need to be sent away so Cloudsdale stays successful.”

“Fair enough,” Corona sighed, dropping his head to the floor. After a moment of aching silence, he turned his eye to the split in the wood and looked outside. If it’s to further the Flock, what’s there to be mad about? Cloud Cover rolled her eyes and sat back, trying her best to ignore the world around her. What’s there to care about, really?

“Hey, I thought we were supposed to leave Equestria.”

“We are. Why?”

“Because I’m fairly certain that’s Cloudsdale Weather Corporation down there.” “That’s insane, let me look.” The journalist pushed her friend aside and peered into the storm.

That can’t be, she reeled, glaring at the unmistakable complex below. What the Tartarus is going on?

“Hey, Cloud, aren’t we in the no-fly zone?”

He’s right... But nobody’s been allowed this close to the Corporation before. Not in the two decades it’s existed.

Corona had managed to find another knot in the wood and stood next to Cloud, watching intently with her. “Wow, would you look at that? Above the Old Factory. The new addition. It’s massive!”

Cloud Cover couldn’t pull herself away from the image presented to her. In the clearing of the storm was the ever familiar Old Factory, the building which had stood in Cloudsdale’s skyline for millennia. On top of it, however, lay the six new floors that had been built after a major malfunction in the secret machinery of the Upper Factory. The entire edition was obscured in a vehement and horrifying tempest, so dark as if it were sucking away the light around it. It billowed and coalesced slowly, practically deliberately, a sleeping giant protecting its valuable golden eggs inside.

The two foals watched with concern as their carriage swept them past the front end of the building. It was rare for anypony who didn’t work for Cloudsdale Weather to approach the facility, nevermind go around behind it.

This is unheard of. What are we doing here?

The cabin shifted suddenly--further confusing the two--plowing straight into the pitch black smog, smothering every ounce of light. Left with nothing but their thoughts, the foals moved away from the walls and sat down with the rest of their terrified companions.


Dr. Atmosphere began, dragging a chair back and placing himself in it. “So,” He said, facing the light green mare, who sat across a cold metallic table from her. The mare sat sweating in the bright artificial light of the tiny interview room. There was no scenery to distract herself; only glistening walls of cloud, the table, and the maliciously smiling stallion that stood between her and the door. “So.”

“...So?” She questioned, her voice timid and unsure.


“...Do- Doctor Atmosphere?”

“Yes! Indeed, that is exactly who I am. But seeing as we’re going to be spending a lot of time together, feel free to call me Hide. Now, Ms...” he trailed, digging into his wrinkled lab coat. He pulled out a clipboard and set it down on the table, his movements practised and precise. With a flick of a wing he unfolded a pair of glasses and put them on. “Ms... Butterwing?” Hide looked up, cocking an eyebrow. “What an unusual name.”

“Gentle! Gentle Butterwing. Please just call me Gentle... I hate my last name.”

“Gentle. How quaint. Now, Gentle, what were your duties in the Lower Factory?”

“Mechanical engineering, Dr. Atmos-”

“Call me Atmosphere again and I shall forever call you Butterwing. I like to reserve the usage of my formal title for when dealing with petty exam failures.”

“Exam failures? I don’t follow.”

“Your duties, Gentle. Lower Factory duties.”

“Right... Sorry.” Gentle rubbed the back of her neck, feeling a headache begin. She took a moment to stretch her wings. What have I done with my life... Where am I? How did I even end up in this mess? The green pegasus sighed deeply, then sat up straight and attempted to look the stallion in his eyes.

Terror surged throughout Gentle’s body. She could not place the source of her fright, yet as she locked onto Atmosphere’s steely pupils it came all the same. There was something about them, that sunken blackness, that reflected pure hate and decades of spite. Gentle shivered and looked down at the table.

“I was in the mechanical engineering section. My work included maintenance on the atomizers and the piping from them to the Rainbow Pools. I was also tasked last year with designing a more efficient cloud generator, but I finished that report a few months ago.”

Hide leaned back, whistling. “I thought your name was familiar. I read that report, Gentle. Excellent logic in placing the condensers alongside the intercooler. You’ll be glad to know that report just recently passed approval by Ms. Dash and will be placed into effect next month.” Hide lifted his clipboard and scribbled a small note onto it, allowing himself a smile.

Gentle held her excitement back at that news, afraid at what any outburst of emotion, good or otherwise, could do in this interview. She straightened herself again, looking up from the table, still avoiding Hide’s gaze.

“Tell me, Gentle...” Hide stood, walking around the table and settling behind the green mare. “Do you know anything about the upper factory?”

“I know there’s two sections, the old factory and the new factory.”

“Good, very good. What else do you know?”

“The old factory is mostly a placeholder for material transportation systems from the new factory to the lower factory now. The new factory is responsible for spectra manufacturing, as well as research and development.”

“Fantastic!” Hide laughed and patted Gentle on her back, before circling the table again to his seat. He stood next to it, focusing on the mare. “But do you know what goes into Spectra, Gentle?”

“No, sir.”

“Well, you’re going to find out, so congratulations! You’re one of the few who gets to learn the main component of Spectra. Look at me, Gentle.” It took every ounce of her willpower to raise her eyes to Hide’s level, but Gentle did as told. The instant she did, that same terror came flooding back, as if her very being were being drained into those soulless retinas.

“Spectra is a pigment in equine bodies, responsible for the colours of your fur and mane. It bonds with magic, keeping it fresh and allowing it to change and flow through a pony. That same magic bond is what a Cutie Mark comes from, did you know that? Without it, we’d forever all be blank flanks.”

“T-that’s... interesting.”

“Now, surely by now you must have an idea of our resources, don’t you?”

“I-I have a-a-an idea...”

“Please tell me, Gentle. I’m simply fascinated to hear what you have to say.”

Gentle shook in her seat, running a hoof through her pink mane as she failed to process everything she had just learned. Sweat dripped off her face, and she risked looking at the red stallion in front of her. There he sat, cold, unmoving, his calculating eyes apparently apathetic yet focused in deep concentration at the same time. His hooves were pressed together, tapping patiently on the unforgiving steel table, the noise quickly growing louder and heightening the throbbing in her head.

Tap. Tap. Tap. TAP. TAP. TAP. TAP! TAP! TAP!

“That’s impossible!” Gentle snapped, kicking herself back from the table. She clipped a hoof on her chair and fell, crashing onto the floor. “That’s... There’s no way! Cloudsdale would have noticed! Celestia would have noticed all the missing ponies!”

Hide was standing over top of Gentle, calmly lending a wing to help her up. The mare stared at the wing as if it were venomous, and shuffled back as Hide spoke. “Now, Ms. Butterwing,” he chuckled, his wing still extended. “who said anything about capturing innocent ponies? Celestia no, we’d never consider such a thing! Clearly you’re overthinking everything.”

Gentle’s ears dropped in shame and she accepted the wing up, settling back into her chair as the doctor did the same. “I’m sorry,” she muttered. “Anxious, you know? What with all the secrecy and everything. A lot of workers would swear this place is haunted, even. So, then, if not innocent ponies,” she hazarded a laugh, and felt relief wash over her as Hide returned one. “If not innocent ponies, then what is Spectra made out of?”

“Guilty foals,” Hide guffawed, slapping at the table.

Gentle twitched.

“Gentle? Hello?”

“G-guilty of what?”

“Failing their flight tests, of course.”

He can’t be serious. He’s... saying this as if it should be so obvious to me.

“You... you monsters!”

“Oh, we’re the monsters, are we? Let me explain something, Gentle, and I do hope you’ll listen carefully. Those pathetic excuses for ‘pegasi’ are the real villains. They threaten to destroy the very essence of Cloudsdale. With reputation comes power, Gentle! And power brings immortality. Reputation cannot exist while hopeless morons with lame wings buck around dropping anvils on Earth ponies. So if we can’t maintain our reputation, we lose our immortality!”

“But they’re only children, for Flock’s sakes! I can’t be a part of this... this insanity!”

Hide stood, shaking his head in condescension. “Ah, Gentle, Gentle, Gentle... I was afraid you wouldn’t quite understand it from Cloudsdale Weather’s point of view. None of the new employees ever do. That’s why we have an official policy around the very matter!”

“I refuse.”

“It’s not that simple, darling. I do hope you pay close attention.” The stallion leaned in close to Gentle from behind, his hot breath tickling her coat. “All new upper factory employees are entitled to a choice.”


“If you choose to offer yourself up as a volunteer to produce Spectra, we’ll allow one test failure to go free. They’ll never know they failed. They’ll go on, unfortunately, to live a rich, fulfilling life at the cost of your own. It’s a no-brainer, isn’t it? Die, just to let a disgusting runt potentially taint our reputation?” Hide laughed heartily, slapping Gentle on the back. “Isn’t that a riot?”

“That... how can you make someone choose? You heartless bastards!”

“If you refuse to decide, we take both your lives. Don’t feel so bad! Very very few have ever accepted this offer. As far as I can remember in my entire career for Cloudsdale Weather, there hasn’t been more than a handful. It’s rather pointless, you know? We saved one yellow filly decades ago, and not two days after she ‘passed’ her test she plummeted to the earth and was never seen from again.” He smiled with nostalgia, relishing the memory of that useless pony dropping from the sky like a horsefly. “A little bit before then we saved some cross-eyed pegasus with an unhealthy obsession with bubbles. A year later and she was knocked up by a Royal Guard and left to fend for herself on the ground.”

“Why are you telling me this?” Gentle cried, hiding her muzzle in her hooves.

“Because I’d absolutely hate to see a fantastic engineer such as yourself give herself up so some sack of manure can squander a free life.”

“W-well... when you put it that way...”

“Pretty convincing, isn’t it?”

As a tear flowed past her hoof and dropped onto the table, Gentle nodded. “I... I refuse the offer. I’ll... I-I’ll accept the position.”

“Excellent!” Dr. Atmosphere closed his files and tucked it back in his coat with a flourish.

“My office is just down the hall on the right. Please find me when you’re ready. Welcome to Cloudsdale Weather’s upper factory, Gentle Butterwing! I’m sure you’ll be just mad about our work and progress.” The stallion beamed as brightly as possible as he closed the door to the office.

Gentle only sobbed.


“Remember that one that had that degenerative growth disorder?”

“Y-yeah, that’s that one bluish pink one from what... innit three years now?”

“That’s er ‘alright boys, that wus the one alright. Boy, weren’t she a feisty one?”

“All dancing around a- ahahaha! Hahahahah! Hehehehahahahahah!”

“Some’n give Contrail a smack o’er there, aight? He’s gone kooky again.”

One of the two other pegasi reached across the damp and broken couch, smacking the sky-blue one named Contrail with a vicious hoof. The others broke into uproarious laughter as Contrail’s hysterics dropped to a quiet and unending giggle. He twitched onto the floor, clutching at his sides.

“Swear ta Luna, I’m th’ only sane one in this crew.”

“Sanity, Pipe Wrench? The Tartarus is that word supposed to mean?”

A dark orange pegasus with an incredibly long blonde mane turned and questioned his supervisor.

Pipe Wrench was battleship grey, his cutie mark a rusted nut and bolt. His already light coat was faded and scarred, and the lines on his face mapped a long and stressful life. Pipe Wrench seemed constantly trying to blink the sleep from his eyes, failing every time. Sighing, the stallion answered the other employee.

“Means, Gauge, at one point ‘n time all’o’us held on ta’ our minds as hard y’all hold on to your co-”

“Oh, calm yours- yourself, Pipe! No need to get all upset about... Haha... hold on to our.. hehehe! Ahahahahahah!”

The two stallions around Contrail merely watched as he lapsed back into uncontrollable laughter. After a minute, Pipe Wrench blinked and looked up. “All I’m sayin’ is tha’ the joke about losin’ our san’ty ain’t no joke.” “JOKE?! AHAHAHAHAHAHAH!”

Gauge kicked Contrail in the temple, silencing the annoying cackle. “Damn shame his sense of humor is so broken,” the orange pegasus frowned. “He’s the only one of us here qualified to fix the coffee machine.” “Woul’n’ trust tha’ machine f’r ma life, boy. Prob’ly powered by th’ blood’o uni’s, ya know?

Ah swear me’boy this damn’d place ‘ll’rip’r ta’shreds inna’ eartbeat’, ‘ight?”

Gauge tilted his head slightly, unconsciously tapping his hoof on the table in an incredibly rapid fashion. He and Pipe Wrench stared into each other's eyes for what could have been seconds, hours, days. They had no concept of time anymore. As Gauge liked to put it, they invested so much effort into keeping the sun shining they had no intention of ever enjoying it again. Eventually the engineer broke the silence.

“Say what.”

“Factory. Kill’ya. Ain’t careful.”

“Oh, yeah, for sure Pipe. I’ve known that for years. Everyone here knows that. What’s your point?”

“...Dunno. Woul’n’ mind a coff’ though.” The door to the secluded break room burst open, flooding the cramped and dark area with the bright artificial light from the hallway.

“For the love of the Flock, what is with you malodorous quacks? Turn on a blasted light!”

“Cripes, apologies Dr Atmosphere! We weren’t expecting you around so suddenly! Contrail was gonna clean the place up but...” Gauge indicated the blue stallion drooling on the ground.

“He’s a bit preoccupied.”

“Has he been taking the supplied medication?”

“Of course not.”

“Good. Only thing worse than a psychotic pony with a wrench in this building is a mentally hindered one. You three are bad enough on that level.”

“Lov’ ya’ too, Doc. ‘Noth’r burst pipe? R’nbows spewin’ out th’ wazoo?”

“There’ll be rainbows ‘spewing’ out of your plot if you don’t hurry up and learn to speak properly, Pipe Wrench. No. Everything’s fine. I’d like to introduce you all to the latest employee of Cloudsdale Weather Upper Factory. Her name is Gentle.”

The light green mare shivered behind Dr. Atmosphere. She shook her head, hiding behind her pink mane.

“Oh, come now, Gentle! There’s no need to fear these three. Except, perhaps...” the doctor trailed, nudging the twitching blue pony on the ground with a hoof, “Contrail. But do not worry about him, for what he lacks in rational thought he makes up for in efficient work.”

Gauge placed a hoof around Gentle’s shoulder, leading her into the break room. “Please, Gentle, relax! Have a sit on the couch. Mind the springs. Can I get you anything? Water? Coffee beans in water?”

“W-what’s wrong with the coffee maker?”

“It’s the damndest thing,” Atmosphere interrupted, nestling into a broken recliner. “One day it up and quit. Every single one of us are incredibly qualified at figuring out mechanical and electrical problems without the slightest effort, yet we can’t get that Flocking coffee maker to brew.”

“It’s blinking twelve,” Gentle noted.

“Th’nks, darlin’, we’re all w’ll ‘ware.”

“Now is that the clock, or the timer?”

“...What,” Gauge coughed.

“I... have that same model at home. There’s a countdown-to-brew feature. Someone tried to set it to brew in twelve hours and never hit start.”

Gauge, Pipe Wrench, and Hide all turned and stared intently at the tiny little white piece of plastic and metal that had eluded all their deductive skills. In the awkward silence of frustrated realization, Contrail burst awake, hysterical. “Ahahaha! Aheeheeheeh! You silly fillies! I set that! I was waiting for you all to get it! Uwhahahahahahah! Ahahahaaaaaaa!”

Dr. Atmosphere twitched. “Two years, Contrail. Two years. Two years without coffee... I should tear your flesh asunder and feed you to Timberwolves!”

“But... heheh.... you won’t, because I’m the only one who knows-HAHAHAH-knows how to... uh... what was it I’m the only one who knows how to do whatever it is?”

“Maintain the Kevlar-cloud mixers without shutting them down.”

“HAHAHA! What a riot! Gauge is right! Get this stallion a raise!”

“So, how do the er, hours work? Is there a place for me to sleep?” Gentle nestled back into the couch. She couldn’t stop herself from laughing at Contrail. These freaks are totally off their rockers... But they seem nice. This is fun. “How does this whole thing work?”

Pipe Wrench began to speak but Gauge immediately cut him off, holding a hoof up to the scarred stallion. “Save it, Pipe. Let someone who can talk explain it. Otherwise you’re just gonna say it a million times and no one will leave enlightened.”

Gentle giggled and relaxed, finding herself comfortable in the cramped room. Oh, Celestia, what’s happening? This shouldn’t be this easy.

“Now, a rainbow’s tale isn’t quite as nice as the story you know of sugar and spice-”

“She knows about spectra, Gauge. Skip that.”

“Right, sorry, I just remember that instructional video left over from the last manager. Anyways. Basically, Gentle, we work on an on-call basis. Which has pretty much been all the time, lately. Food is provided--it’s excellent, by the way, you have no idea--as well as mandatory break periods, enforced by the same agency that makes sure Cloudsdale Weather doesn’t murder baby ponies who can’t fly. A.K.A, no one. So, get used to being tired. Thank Luna we have coffee now, though, you’re immediately the best worker here.”

“‘Ere ‘ere.”

“Not often I agree with you three, but yes. Congratulations, Gentle, you’ve proven yourself by making us all look like fools.”

“I’m sorry!”

Hide burst into laughter, sliding down in the recliner. The chair’s back snapped and the red engineer nearly flipped over, shaking in mirth.

“It’s... Oh, Gentle, don’t worry. I may make a snide comment or two, but I can never get rid of a great employee. Only Dash tends to do that,” he sneered, looking away as abruptly as his sentence ended. The other stallions all shrunk down, avoiding eye contact with anything possible.

Oh.. okay. Lesson one, don’t mention the manager. Same as lower factory etiquette. Makes sense. Oh colt, they still aren’t saying anything. This is painful.

“Sleeping quarters?” Gentle fed, faking a smile.

“Right! Sorry. There is private rooms provided for employees. Being an engineer, you’re lucky. You get your own place to sleep. The guards and labourers have to bunk in what’s pretty much a barracks.”

“What’s the room like? Cold bare walls like the rest of this place, or any kind of amenities?”

“Th’ beds’re c’mfy,” Pipe muttered.

“Excellent soundproofing,” Hide added.

“To be honest, Gentle.... None of us really ever use our rooms. We’ve been too busy. When we hit a slow down we usually just sit around here, telling dirty jokes and punching Contrail.”

“That might be why he can’t stop laughing.”

“The laughing is a heck of lot better than when he used to cry.”

“HAH! That was fun. Hehehe! I’d stay up allllll night just screaming and wailing and wallowing and sobbing and-”

“Yes, much fun was had by all, Contrail. We’re very glad that was a happy time for you.”

“The best was the nightmares. Like the one where-”


“Sorry Dr. Atmosphere.” For a second, the blue pegasus’ giggles halted, and he only allowed himself to shiver.

“H’ ‘Trail?”

“Yeah Pipe?”

“How m’ny failures does t’take t’ make a r’nbow?”

“H-how many?”

“All o’em.”


Gentle shirked back into the couch, ignoring the spring’s complaints. “W-what happened to Contrail, anyways?”

Hide stood up from the broken recliner, and walked towards the coffee maker. He spoke softly as he fumbled with the machine, his back towards the new employee.

“Same thing that will probably happen to any of us, just a lot sooner. Poor fellow didn’t have it in him to handle the stress of the Factory.”

“Don’t worry, darling,” Gauge sat next to Gentle, bringing a hoof around her shoulder and pushing her up from the couch. “It’s not all death and machination around here! We do have a little fun, after all.”

“How?” Gentle frowned, brushing her pink mane from her eyes. “How in Luna’s name do you manage to have fun around here?”

“Well, with Resource Processing, of course.”

“Go on.”

“Coupl’ah decades ‘go we had one Tartarus’ova ‘Incident’. E’er since, we gotta make sure alla’ th’ fail’res ain’t g’nna mess up the F’ctry. So’s, we check’em out, watch’em talk’n stuff. S’like reality T.V, y’know?”

“...Do you guys ever actually work around here?”

“Excellent point!” Hide barked, downing the coffee he had just brewed. “All you ladies, show that stallion what we do around here. Start off with the basic maintenance. Then you can process the failures before finally explaining to Gentle how to keep the Pegasus Devices up and running.”

“Aye aye, Cap’n.”

"Shut it, Pipe. You’re giving me a headache.”

Contrail zipped out of his seat, doing a loop-de-loop around the workers before bolting out the door. Gentle could hear his laughter long after he vanished down the long, barren hallway.

“He’s a bit of a character.”

“I think he’s faking it,” the orange pegasus whispered, shaking his mane back.

“Hey, you mind tossing this hair net on me? Safety measures and whatnot. I can do it, but it’s a pain in the plot to have to lean against a wall to bunch my mane up.” He rolled his eyes, offering a small bundle of netting to Gentle.

“I suppose. Do I need one?”

“Appreciate it,” he mumbled, ducking his head as the mare folded his hair into the net. “Nah, you should be fine, your mane isn’t that long at all. Really, if it’s long enough for a filly to grab a hold of it, you need to tie it up.”

“What a strange requirement,” Gentle mused, following Gauge out of the break room.

“Funny story...”


“...Shut down the entire Old Factory, bar the one backup device, and immediately commissioned the new expansion. The second we had some privacy from the construction workers, we were back to producing rainbows.”

Gauge was leading Gentle through a series of short hallways. The bright lights and white cloud walls were far behind them now as they explored the series of service stations that allowed Dr. Atmosphere and his crew to keep the new factory running. Gentle barely managed to keep up with the copper pony in front of her, tripping and clipping her head on various systems of pipes and valves. The metal conduits stretched endlessly, flowing into and out of each other in some chaotic order that--despite the mare’s years of experience--made little sense to her. Glimpses of various warning signs and safety stickers concerned her.

What kind of weather production requires biologically hazardous materials? ‘Warning: Extremely Corrosive’. Are we producing acid rain here?

She kept her thoughts to herself, choosing instead to concentrate on staying behind Gauge. The stallion was still speaking aloud, managing to expertly weave his way through the cramped corridor, his movements second nature. Gentle stubbed a hoof on yet another valve, tripping to the cold scaffold floor. A mysterious blue liquid started spraying violently from a pressure relief valve mere feet away from her. Gauge turned, his eyes bulging as he quickly turned around, only to relax as he saw the mare was okay.

“Watch your step, by the way. Liquid thunder is incredibly dangerous,” he commented nonchalantly, absentmindedly kicking a different switch with a rear hoof. The neon blue fluid stopped flowing, the remains of the expelled thunder dripping through the floor to an unseen area below. “One touch of that and your whole nervous system is permanently shot. Seen a lot of the best minds I’ve worked with die that way.”

“It’s that lethal? And we just have pipes that spew it at random?”

“It’s not lethal. It paralyzes you. Have you ever seen what happens when a disabled pegasus lands on cloud?”

“No. What happens?”

“They don’t land.”

The stallion leaned forward, offering a hoof towards Gentle.

“Where does down there lead anyways?” Gentle changed the subject as the stallion helped her up. “I’ve never seen any waste drop under Cloudsdale Weather.”

“Haven’t you been listening? Ah, nevermind, it’s a lot to take in. Spilled fluids end up in the old factory where they’re processed. Some of them, like the valuable or separable ones, are sent back up here to be used. The rest are usually sent to either the power room or to the lower Research and Development department.”

“Wait, that sludge we were told to do something useful with? That was from your guys’ accidents?”

“Oh, right, that’s where you were stationed. Did you guys ever do anything with that?”

“Yeah. We ended up selling it to Saddle Arabia. Apparently it has some sort of insulating properties. Nothing we haven’t already developed a more efficient alternative of, but hey, it was cheap, you know?”

“Makes sense. One country’s garbage is another’s economic fix.”

Gentle checked herself over and, confident no part of her body was dissolving, began walking again. “So what’s your story, Gauge? How does a smart stallion like you keep his mind around here?”

“By not trying to hold onto it. We’re all crazy, really. And I don’t just mean us workers. Everyone! To be normal is to be non-existent. In a nutshell...” He sighed, tilting his head down in thought. “I suppose as long as you embrace the death of your sanity, it never truly dies. Enjoy the ride to Tartarus; it’s pleasant for a reason.”

“That’s... rather philosophical, I’d say.”

“Been thinking it for a long time. It’s nice to finally have the chance to talk about it. Watch your mane here, low hanging wires.”

The two shrunk their necks down, looking above themselves ominously as if waiting for a cable to reach out and snap at them. Gauge turned sharply, practically prancing up a small set of stairs and leaning into the door they lead to.

His movements are so second-nature to him. It’s graceful, really. Every calculated step of his hooves landing in the one spot he won’t trip or bruise himself. The head is elsewhere but his entity functions properly without it.

“Something on your mind?” The copper pony held the door wide open for Gentle, waiting for her to follow him out of the back maintenance area.

“Oh, nothing. Just the Corporation.”

“Boggles my mind too. After you.”

The green mare hopped into a large room, looking around. Several dozen pillars of complex machinery lined the area, all connected on the floor by great steel tubes that hummed and throbbed softly, the tune a solo in the Factory’s symphony. Gentle took her time walking amongst the objects, examining them with care.

Pressure tanks receive substances from the piping system on the ground, heating and concentra- wait, no, those are condensers. So whatever gas is in those tubes is condensed, and the liquid is sent...

The engineer looked higher, following the complicated series of tubing and instrumentation.

...Sent to a turbine, as well as whatever is coming through the hoses on the roof. Presumably, those are mixed, before entering... what? That looks like an atomizer we use in the Lower Factory, only incredibly industrial. Tartarus, just one of those could fill a theater house with fog.

“Do you like it?”

“What is it?”

“Contrail’s pride and joy, were he still able to remember it. This is what drove him over the edge, what caused his rebellion against delirium to backfire and strip him of every stable thought he’d ever have. But he built it from scratch, the bastard. Smartest stallion I’ve ever had the pleasure of being laughed at by.”

“That’s... not reassuring at all.”

“Right, I’m sorry. I am. Tell you what- we have half an hour until Processing begins. What do you want to know first?”

Gentle sculpted a small seat out of the cloud floor. She flopped onto it, rubbing her eyes with her hooves.

“I want to know about you guys. You, Pipe Wrench, and Contrail. How’d you get this job anyways? What’s it been like, doing what you- we, I suppose, do every day? And what, pray tell, are these pillars for?”

Gauge climbed onto a large containment tank that had been resting by the controls. Laying down comfortably, he stretched all four hooves out with a yawn. He took a moment to stare around the dark room, almost a hundred metres long, watching every pillar charge its mysterious substance.

“Contrail and I started a few months before the Incident. Pipe Wrench and Atmosphere had already been around for the longest time. I don’t know anything about Dr. Atmosphere, to be honest. He has a soft heart locked in a safe of bloodlust.”

Gentle nodded, vividly picturing that deep red stallion. His stern, unchanging expression filled her mind, every detail of that stallion’s aged face locked in place. Even after such a short time with the Doctor, Gentle could see his spiky white mane in high definition, the grey stubble on his chin scratching her mind’s eye. Yet, despite the solid, unloving stature of Hide Atmosphere, Gentle couldn’t help but feel there was more to the stallion.

He cares... about something, or someone. It’s as if he’s simply forgotten how to express that.

“Pipe Wrench... Oh, colt, he’s got a fascinating backstory. I don’t think that’s his real name, it’s just why he talks so funny. There’s two rumors that some of the older security guards used to tell. First one is that he did it to himself, which I find hard to believe. It’s damn hard to swing a wrench into your mouth when you’re holding it with your teeth. The second theory is that one older employee started seeing things. Ghosts, or some horse crap like that. Beat the fertilizer out of ol’ Pipe Wrench with his namesake before the guards managed to pull him off.”

“What happened to the other employee?”

“Same thing that happens to the rest of the looneys around here. Sent to the old factory to keep the self-sufficient fluid management systems running. Yes,” Gauge continued condescendingly, interrupting Gentle before she could get her question out. “Yes, that is an entirely worthless use of resources. The ones who can still be trusted to not break anything are usually assigned to the Power Generation Department.”

“Wait, the power plant is in the old factory? That’s an odd place.”

“Word I’m told is that there’s even crazier things that happen there than up here. I doubt it though.” Gauge laughed heartily, rolling onto his back to stare at the white roof. “Problem is, a lot of ponies come up with crazy conspiracy stories because, hey, we’re the living embodiment of evil, and we have like, infinite money, right? Wrong. Totally wrong. Cloudsdale Weather Corporation is a business, albeit one that runs an entire collective, but it’s still just a business. Companies have budgets and limited income, and C.W.C. is no different. Do we break the law? Well, duh. Do we commit vile acts against Equinity? Yup, you bet. But it’s hardly true evil. Cloudsdale Weather Corp does it as a service, not for fun! Discord screwed up a heck of a lot more than we’ve come close to. Chrysalis’ forces caused millions of bits of damage over the course of a few hours. What about us? Life goes on, day after day. Cities don’t crumble because of us! Cloudsdale exists because of and for the Corporation.”

“Uh, Gauge? You’re sounding a little bitter.”

“Oh, sorry. I’m not really. I’m just tired of people complaining about their jobs, and it’s nice to have someone to vent to. I’m just here to work, you know? I didn’t sign up because I wanted to help the system murder failures. I signed up because it was my duty to the Flock to maintain the business that maintained us.”

“You know, me too.”

“Don’t feel guilty, Gentle. In this world it’s work or die, anyways...” Gentle nodded again, lapsing into silence with Gauge.

“So tell me,” she continued, standing up from her seat. She started wandering aimlessly, vaguely inspecting all the various hoses and valves in the room.

“Tell you about what?”

“Tell me about Contrail. Tell me about this,” she lifted a hoof, indicating the mess of machinery and piping surrounding them. “How’d it break him? What is it?”

“Back during the renovations, Rainbow Dash created a task force designed to implement preventative measures to keep an Incident from ever happening. Make an uprising impossible rather than try to squash one that’s already started.”

Gentle shuddered.

“Something wrong?”

“It’s... awkward discussing how to contain children from fighting against their impending death.”

“Children?” Gauge chuckled, and he slid down from the tank to walk alongside the mare. “Failures. Failures. Useless to Cloudsdale, the Corporation, and the Flock. The flight test is simple! You took it, you should know!”

He’s right, actually. It’s incredibly easy. To screw up the flight exam would take extraordinary ineptitude.

“I know you’re thinking it, too. So don’t give me that stupid bit about ‘think about the foals!’. They aren’t ponies, they’re resources.” Gauge spit, rolling his eyes. “Any other objections to your job description? We might as well go through them all right now.”

The green pegasus lapsed into silence, considering the words of her copper supervisor.


“... No, no, I’ve no objections. It’s weird, I can’t back down on that. But you are right. At least they can make rainbows, right?”

The stallion’s face brightened up, childish glee emanating from his expression. “Oh, boy, more than rainbows! We’ve gotten creative up here. Rainbow Dash has done a fantastic job of increasing the efficiency of this facility. Every day brings changes that save us money, increase output without increasing input, and increase the quality of our goods.”

“How does she do it?”

“She loves her job, plain and simple. I have never, ever,” Gauge emphasized, stamping a hoof, “seen a pony as dedicated, devoted, and loyal to the company as she is. That’s all she’s ever truly demanded of us, honestly. As long as you are as willing to sacrifice for Cloudsdale Weather Corp. as much as she is, you’ll never be in her bad books.”

“Good to know. Contrail,” Gentle pressed, prodding Gauge with a wingtip. She stopped next to a pillar, tracing one of the condensers with a hoof. “Stop stalling.”

“Sit down then, and stop asking questions. We’re running out of time, so I’m going to have to press through this.”

Gentle did as told, leaning back against the pillar. It was warm, vibrating just enough to make her back tingle. Relaxed from the massage, she lifted a leg and imitated zipping her muzzle shut. Satisfied, Gauge continued.

“Dash’s task force, comprised of Contrail, Atmosphere, and three other engineers who went mad during the construction, had outlined three distinct steps to prevent an Incident. The first was a procedures manual that described, in detail, the handling of failures and how to identify potential troublemakers.”

“Is that what Dr. Atmosphere handed to me?”

Gauge glared at Gentle.

“Sorry. Continue.”

“Yes, it is. Basic logical stuff in there, but a lot of the security guards were too thick to figure that out on their own. Thanks to Dash, though, the first policy explicitly states that a supervising pony cannot oversee the processing of somepony he or she knows, and must be relieved by the highest ranking worker of no relation whatsoever to the resource.

“The second step was to have an emergency contingency plan set up in case a revolution does start. The Factory’s contingency plan is as follows: Kill the specific leaders of any uprising, and any leaders who show after the initial ones have been dealt with.”

“That’s rather... generic. If there’s an uprising like the one with that filly, how do you guarantee you could.. ‘contain’ those responsible?”

“I’m getting there. Step three was to ensure all resources could be neutralized before allowing them into the facility. Contrail was commissioned to fashion, by any means within the task force’s budget, a system to mass produce ‘kill switches’ or whatever you want to call them, in all new failures brought in. It would need to be something that could target an individual pony or a whole group of them, yet not be anything that would need to be salvaged before the failure was loaded into a Pegasus Device.

“Now, Contrail is very smart. Very very smart. Nopony could match him when it came to knowledge about fluid mechanics and mechanical engineering. Not even Dr. Atmosphere. Honestly, I think Atmosphere was afraid of Contrail taking his position. Not that it matters now... Sorry. Off track. Dash threatened Contrail with... something. I don’t know, to be honest, but it must have been bad. Contrail locked himself in his room with a case of paper and tools, and for a fortnight nopony heard anything from him.

“Then, one day, almost exactly two weeks since he closed his door, there was laughter. Incredible laughter. It echoed throughout the halls, down every vent and even, some say, it could be heard in the calamity of the Cyclone Room.”

“What’s the-”

“Later. Contrail’s door was busted open, and the guards found him on his bed, shaking, clutching his limbs. His forelegs had bite marks on them, terrible bruises. Security managed to sedate him, at which point he started crying. That is a different story altogether, though, one I don’t like talking about and one you don’t need to hear. You’ve seen how is he now, so you know how it turned out.

“On the table in his room, however, lay one single blueprint. Two rooms. One on top, with the resource receival bay on one end and the rainbow production department on the other, and one larger room underneath.”

Gauge shook his head, smiling.

“That bastard, that brilliant, brilliant bastard. He did it alright, he solved Dash’s problem, sacrificing his sanity for the Corporation. She’s let him get away with pretty much anything now, can’t say I blame her. It was fantastic thinking we hadn’t seen since the days when the first Pegasus Device was proposed. A combination of knockout gas and some weird hybrid of cyanide and tetrodotoxin. These pillars insure a perfect mixture of the chemicals, every time, and dispense them at the perfect concentration. When a foal breathes in the fumes, which are pumped up from the pillars into the room above, they’re temporarily knocked out. The toxin simultaneously infuses itself into the bloodstream, but doesn’t activate. Like a time bomb. The failures are then revived, one by one, and checked for personality traits most likely to incite rebellion.”

“Why revive them? Why not just leave them unconscious?”

“Fear drives magic, which in turn stimulates Spectra. You get more vibrant colours when they’re fully conscious of their fate.”

“Ah. So it’s another efficiency and quality thing, then?”

“Exactly, now you’re getting it! Anyways, if a failure tries to escape during processing, they’ll pass through a machine that mists them with the catalyst for the poison, practically disabling the renegade resource immediately. There’s dispensers for that chemical all around this plant, so even on the off chance they make it out of the Processing room, we can stop

them all via computer controls.”

“How long does it last?”

“Beg pardon?”

“The toxin. How long does it last in their blood stream? If it doesn’t kill them immediately, that leads me to assume it’s something that can be worked out.”

“Oh, Tartarus, I don’t know. A couple days? Not that it matters. A failure would have to stay in between two dispensers, which leaves it in an enclosed, vulnerable location, for that long anyways. The plan is foolproof.”

“I’ve never underestimated the capacity of a fool to be foolish.”

“Twenty years of successful rainbow production disagrees with you. Now c’mon, we gotta get to work.” Gauge offered a hoof, helping the green mare up to all four legs, and led her to the computers at the front of the room. “Now don’t worry about most of these buttons and switches. They’re pretty much for maintenance, which quite frankly hasn’t been done in a decade. We eventually figured out that Contrail’s design practically cleaned itself at the same time.”

“Ten years of constant use and you’re telling me it’s still in pristine condition?”

“If you want to suit up in full biohazard gear and dismantle every single Pillar one by one to scrub them with what’s essentially a glorified toothbrush, just let me know and I’ll teach you how to shut this all down.”

“... Maybe next week.”

“That’s what I thought. Now, pay attention. You see this lever here? When that light,” Gauge pointed, leading Gentle’s eye over the mass of controls and switches, “starts blinking, you want to...”


Corona stumbled into Cloud Cover, pushing her slightly over to the side. Immediately a massive stallion in a suit aimed a threatening cattle-prod towards them.

“Watch it,” Cloud Cover hissed, drawing a whimper from the colt.

“Stay in line, you useless punks! Or do we need more encouragement?” The guard chuckled to himself, shifting the taser tied around his hooves. Cloud and Corona glanced behind themselves to momentarily stare at the filly in the back, seeing one of her forehooves dragging.

“And you told me not to worry,” the light orange colt replied. “No, Corona, it’s okay, it’s probably just some good security to make sure we don’t make it back. No, maybe it’s just slave labour. Threatening their slaves with electricity doesn’t make a good business model to me! We’re going to die!”

"Corona, please. I’m trying to concentrate.”


The group of foals was herded into a fairly large, open, and clean room, the solid cloud walls practically bare save for a mezzanine on the far wall and remnants of an old, rusted vent. Cloud Cover grimaced as she examined the expansive metal tubing; dozens of dents and scratches lined the grating.

“Yes, reassuring. Hold on to that, I think we may need it.”

“Can’t we just run? Why don’t we just run? I think running is a nice idea. Look, there’s a large door over there, on the opposite side of the room. We could run there! It’s not even guarded. Neither is the door we came in. They’re obviously really bad at this whole kidnapping thing!”


“I vote we just take off. Don’t fly, they probably expect that. But if we were to like, bolt out of here, we could probably leap out that back door before they could catch us.”


“Heck, maybe we could get them to think we ran, and then double back and rescue all these other ponies.” The colt wiped his brow with a hoof, and quickly glanced at every other foal in the room. “On second thought, most of them look like they want to die, so scratch that. I wonder how else we coul-”


“No talking! Stay still!”

“... Sorry, Cloud. Well? What’s your plan? Running?”

“Oh for the love of... No. I say we wait it out and see what actually happens. You need to stop panicking over imagined scenarios! Obviously if we patiently wait for this to resolve itself, we won’t need to make any silly commotion. Is this bad? Yes, obviously, but they’re not going to murder us. You’re silly.”

Their attention was suddenly stolen as two stallions entered on the mezzanine above. One was a very stern looking red pony. His lab coat was wrinkled and dirty, and his grey, spiked back mane was oddly familiar to the foals below. The second stallion was sky blue, and he spun around in the air. He stopped, upside down, hovering next to the red stallion.

“Oooh, can I this time, Hide? Can I? Can I? Can I? Pleasepleaseplease. I haven’t gotten to in such a long time! HAH!”

Hide looked the blue pegasus over from top to bottom and rolled his eyes. “Hold your horses, Contrail. Wait for Pipe Wrench to get back.”

As if on cue, the grey coated worker burst in through a side door, panting. “‘S done, ‘ide. G’tt’r all loosn’d and open.”

“Excellent. Stop opening your mouth now.”

Pipe Wrench grunted, settling next to Hide on his haunches. Dr. Atmosphere cleared his throat, and all the foals in the centre of the room looked up at the menacing trio of workers.

Cloud Cover shuffled, trying to get comfortable as she watched. No matter how she sat down, she found herself irritated by the vibrating floor. Hold on, when did that start?

“Go ahead, Contrail.”

Contrail twitched violently and landed on the edge of the platform, rearing as an enourmous cackle filled the room.

“Welcome! WELCOME! Welcome, mules, to the RAINBOW FACTORY! Ahahahah! Ah, hahahahah!” Still laughing, he took off again. The foals shirked and shrieked, ducking from the mad stallion.

“We should run, I think, that sounds excellent.”

“They’re just playing games! We’re nothing to them, remember? Toys. That’s all. It’s embarrassing, but let them have their fun and we can probably leave.”

“Contrail, please,” Hide muttered, tapping a hoof. The crazy pegasus sighed deeply and landed, closing his muzzle. The very act of doing so seemed to send him into violent shivers, and his eyes bulged as if they were trying to escape. The red pony adjusted his coat and walked forward, addressing the group below. “Welcome, as you all heard, to the Rainbow Factory. I’m sure you’re all very cur-”

“What do you want with us? What are you monsters doing?” cried a colt next to Cloud Cover. The mauve filly continued to shuffle, the vibrations in her hooves growing more intense by the minute.

“As I was saying,” Hide seethed, “I’m sure you’re all very curious as to why you’re here. And I would love to tell you, but due to a policy change, I’m not allowed. So instead, please, breathe very, very deeply. Oh, and, by the way, my name is Dr. Atmosphere. Remember who did this to you! I know I sure will.” Ending with a childish smile, Hide turned around and left through an unseen door, followed quickly by Pipe Wrench and Contrail.

“... Breathe deeply?” Corona looked around, searching for some sort of visual clue to the doctor’s cryptic words. Unfortunately, he found one. The cloud floor began to change colour from its brilliant white to a dirty purple, and not long after a similar coloured haze began to lift up from it. Towards the back, a smaller foal collapsed, a low whine escaping her muzzle as she fell.


“Cloud if you have an idea spit it out please!”


The two made a false start, but stopped as a large stallion blocked the entrance to the only door in front of them. They turned, aiming for the entrance they came in. It, too, was blocked by another guard, his face obscured by a strange contraption filtering his breathing.

“What now?”

“The vent!”

Given direction, the light orange colt had already made it to the rusted tube before Cloud Cover could even start towards it.

“Corona, wait! It’s no...” Cloud paused, her head spinning from the mysterious gas. She coughed violently, only to worsen her vertigo. “It’s... no use! Can’t you see too many more have failed at this?”

Corona swayed, blinking back the darkness from his eyes. “But I don’t think...” He collapsed forward, leaning against the grating. Hardly able to keep his eyes open, he reached up with a shaking hoof. “... they tried unlatching it.” He clipped a hook on the access, and it crumpled underneath his weight, sucking him into the dark vent.

“Corona!” Cloud Cover dived forward into her only escape, her vision failing as she slammed against the cold metal inside, her last feelings only of sharp metal rubbing against her, falling, freezing air rushing past her hooves, and then nothing.


“Dr. Atmosphere!”

One of the several guards was panting, sweating profusely under her suit and mask. Her muzzle was frozen in apprehension as the doctor stared her down. Despite being shorter than her, Hide managed to make the guard feel tiny with his black and soulless eyes.

“... Yes?”

“Two of the foals have escaped. They managed to make it out through one of the air exchange vents for the old factory. There’s no catalyst distributors down there, so we haven’t been able to terminate the rouge resources. What... what do you advise?”

Dr. Atmosphere was silent. He turned away from the guard, and allowed himself the slightest smile. “Excellent,” he muttered.

“I’m sorry?”

“Inform Ms. Dash. This was the scenario she’s been dreading the most, so I’m sure she’ll have already thought up a plan. Now, if you excuse me, I believe I’ll retire to my quarters and put on an old record. Perhaps some Tchaitrotsky.” “D-D-D-Dash? Are you mad?”

“Yes. Now hurry up! Your crew is the one responsible for the breakout, so I doubt Rainbow will much appreciate you taking your sweet time informing her. If you make it quick, she might not even discipline you. Doubtful, though.”

‘... Yes sir, Doctor Atmosphere!”

As the guard galloped away, the red pegasus smiled again.

That will teach that mad mare a thing or two about my loyalty to the company I’ve worked for for three decades...

Chapter 2

Cloud Cover ached from mane to hoof. She struggled to open her eyes through the pain and disorientation that kept her from figuring anything out. She slid a foreleg around, and determined she was upside down, cold steel pressing into the back of her neck. With a push and a low, extended groan she flipped herself over, splaying herself out on the metal grating she had landed on. A hoof connected with something soft and warm, and Cloud Cover’s heart stopped for a moment.


Oh good, he’s alive.

The filly struggled to bring herself to all four hooves, and she collapsed onto her side with a sharp stab of pain. Every muscle in her body felt bruised and sore, and her head throbbed with a steady beat. Looking up, she could see the incredibly faint outline of an old metal vent, the screen busted and hanging by a single screw. It swayed lightly by an unfelt breeze, the rust shrieking, echoing down the mysterious area. Trying again, Cloud managed to stand up. Her legs shook violently, but she managed to maintain her balance, and slowly she shuffled over to Corona. “H-hey. Get up. You a-alright?”

“Mpphhh... urgh.” The colt shook his head, immediately regretting that action. “Ow! Oh, Celestia, everything hurts...”

“You alright?”

Corona looked up, blinking in the pitch blackness surrounding them. Squinting, he managed to make out Cloud Cover’s shape. Gingerly he extended each of his limbs, flexing himself in as many manners as he could think of.

“I... think so. Everything hurts though. Even my mane.”

Despite everything, Cloud Cover giggled. Relief washed over her as she suddenly realized they had managed to escape whatever horrors were prepared for them above. “Well, we made it without too many problems. Now we just need to figure out where we are.”

Corona stumbled and slammed into the cloud wall, electing to stay leaning against it until he regained control of his legs again.

“Well, I see two directions. One’s back, the other’s forward. Both are incredibly dark and indistinguishable from each other. I’m thinking we should just move forward.” “No, stop. We need to be a little more observant about all this. Let’s see... Above us is the vent we entered here. Providing it’s straight down, the closest direction to the exterior of this building would be...” The mauve filly paused, her eyes narrowing in concentration. She spun around slowly, pointing. “... that way.”

Corona glanced where her hoof aimed. “But how do we know the vent didn’t curve or move or anything? Were you awake during the fall?”

“No. Aww, feathers, I’m lost. Well, since we can’t use the vent, then the next logical solution would be to use our surroundings. Do you see anything that sticks out?” The colt stood away from the wall, shaking his wings. “I see dark, dark, and more dark. A couple shadows, too.”

“What about these pipes running along the wall?” Cloud Cover leaned in close, her night vision hardly helping in the crepuscular hallway. The metal lines ran along the walls in sets, jarring outwards in completely random fashion, completely devoid of any and all markings. The spots of wall that were bare held no signs designating anything: at most, Cloud could see bolt holes where directions may have been posted at one point in time.

The foals dropped to their haunches, sighing.

“Useless. Like us. Totally useless.”

“Well,” Corona offered, lifting his friend’s muzzle with a hoof, “We might as well try out your theory in case it’s right.” He got up and began walking confidently down the hallway, taking large steps to avoid tripping over any random wires or conduit. “Corona,” Cloud Cover laughed, standing up as well. “You’re going the wrong way.” “Right! Off we go.” He smiled and spun around. Within seconds he was already ahead of the filly, continuing his proud canter. “You’re better at noticing things, so I’ll walk ahead, and you let me know if there’s anything we should look at.” “Sounds good.”


Cloud leaped forward just in time to watch Corona drop from her limited vision, his yelp the only remaining clue she had as to where he was. She stopped right before the place he vanished, and noticed at the last second that the walkway had ended immediately past her.

“Corona?! Where are you?”

“Down... ugh. Down here! It’s only a ten foot drop, I’m fine. This looks a little more promising, though. There’s some actual signs-”

Corona’s words were cut short by an enormous howl, one resembling a timberwolf hunting on a moonlit night. The two foals stopped, their manes bristling as the ungodly noise continued, joined by several others, until finally they all cut out at the same time. “... What the Tartarus was that?

Cloud Cover shivered. There’s no way wolves could make it up here, we’re miles above the ground! What in Luna’s name is going on in this place?

“Cloud, can you hurry down please? I don’t want to be alone here.”

Breaking herself from her terror, the filly attempted to gauge where to land. Nothingness, simply an endless abyss, gazed back.

And today started so well, too, she thought, closing her eyes and leaping. Weightlessness overwhelmed her, and she loosened her leg muscles, cringing in anticipation of the landing. She slammed onto the metal grating below, the force buckling her knees and forcing her to smash into the ground. The crash echoed down the empty hallways, continuing for an eternity before silence finally overtook it. “That has got to stop.”

The howling appeared again, louder this time, closer. Cloud Cover backed up until she ran into Corona, and the two held each other close until the noise ended. “I don’t like this. This whole place is messed up. We need to get out of here as soon as possible, okay?”

“Mmhmm,” Cloud nodded, looking around again.

They were at another junction. The walkway continued on into oblivion in front of them, but to their left and right respectively were two increasingly larger halls. A dense fog seemed to pour out from the left way, flowing through the grating to an unseen destination below. To the right, a single light could be seen, though how far away the two didn’t know.

“If we go straight, nothing seems like it’ll change. There’s got to be something down the left way, something producing all that fog. Maybe there’ll be more activity down there? Higher chance of finding a way out if we see some actual workers.” “What about the right?”

“I... I don’t know about the right. Light is good, but if there’s workers there, we’ll have no place to hide. At least we can keep hidden in the fog.” “Okay. Let’s go left. Maybe it’s just a crack in the walls, you know? A leak. Then we could fly out of this nightmare.”

“Whatever it is, be it safety or suicide, we might as well get it over with,” Cloud Cover sighed. With one last look at each other with the fraction of light given to them, they plunged into the thick fog.


Rainbow Dash was silent, staring into the maelstrom in front of her. Her forehooves rested, crossed, on a thick safety railing. Without a word, she took in the pandemonium of the Cyclone Room. She squinted, inspecting the enormous pipes that rose from the depths of the factory like weeds from the bottomless pit below, transporting hundreds of gallons of various fluids per second. They shook and groaned, the sheer weight of their materials a never-ending strain on the transportation system. They lined the walls of the cavernous room and, had they been the only objects, the noise would be unbearable. The hurricane contained in the centre of the void overshadowed that by a fair amount, however. Industrial fans of inconceivable size jutted out from the lower section of the room, their sharp blades adding air movement to the cyclone. “We’ll have to increase wind storm production by a factor of ten,” she muttered, surveying the fans, “to keep air movement between all our selling regions fresh.” Rainbow Dash felt someone walk up next to her, their body blocking the constant barrage of wind from her side. Still staring ahead, she spoke.

“I’m disappointed, Dr. Atmosphere.”

“I’m rather insulted you blame me for a breakout which should have been contained by Tulip’s team of specialized, highly trained security ponies.”

“Don’t give me that manure, Hide. Your engineers designed that whole room to be completely escape proof. The security teams are there for decoration, and, on occasion, keeping failures in line with those hilarious cattle prods. Something leads me to believe you’re starting to have a problem with how I run this facility.” “This again? We went over this this morning.”

Rainbow Dash kicked back from the railing and turned a wing, catching Dr. Atmosphere off guard and slamming his neck against the edge. She raised a foreleg and pressed it against his cheek, forcing his body to slide slightly off the rails. Hide bared his teeth, glaring at his supervisor while the gale-force winds whipped at his short mane. “Well then perhaps I wasn’t clear enough,” Dash snapped, stepping down on the ‘clear’. “So let me make it really simple for you. If you ever do anything to jeopardize the integrity of this factory again, then you’ll be part of the next Wind Shipment to Appleloosa. Understand?”

Hide spit with the wind, growling. “I might be a little more inclined to support your ideals if they didn’t involve threats against my well-being every damned morning.” Rainbow Dash flapped her wings in anger, adding more strain to Dr. Atmosphere’s neck. “But before you ‘discipline’ your top engineer,” Hide choked, “please remember I have tenure.”

Dash tried to hold back her smile at the stallion’s comment, but eventually the humor overtook her and she guffawed, releasing her hold on him. The engineer pulled himself back from the abyss, rubbing his back. He grimaced, stepping away from the mad mare. “You’re not going to like this, but I think it’s time we started considering a contingency plan. In case we can’t stop those foals from getting out and breaking everything, that is. We need to make sure the fallout is as minimal as possible, Dash, and we should start working on that right now.”

“Oh, Hide, Hide, Hide,” Rainbow Dash tsked, shaking her dull mane. “You’ve gone senile in your old age. Not one single soul has ever passed through this factory, and I intend to keep it that way. I have even gone so far as to kill the one absolutely closest to me to keep everything running smoothly. It’s been a long time since then, Hide, but if I was willing to do that, what makes you think I’d consider two random foals any harder to deal with?”

“Granted,” the doctor nodded, “but we’ve no security down below, minus the remnants of whatever workers we’ve banished to work those haunted halls. If they can make it past them, they might be able to sneak out somehow. Who knows what those kooks have destroyed?”

The cyan pegasus turned from the cyclone, walking back towards the hall that led to her office. She glared at the blood red stallion as he fixed his mane, spiking it backwards to its original position. “If I didn’t know any better, I’d almost bet you engineered their escape simply to force me into this position.”

“Who, me? I’m obviously too old and senile to plan such a thing.”

“Knock it off or I’ll follow through on my words. So, Mr. Smarty-hooves, what did you have in mind to keep those failures from ruining my facility?”



Cloud Cover walked slowly, sensory deprivation leaving her absolutely terrified. She could see nothing in the white fog. Whereas in the dark hallways behind her she could at least make out outlines, in the thick mist there was nothing but the constant echo of a hundred hoofsteps on the steel floor. Briefly the filly had attempted to run a wingtip along the wall to keep her bearings and search for anything of interest, but a scorched feather from a sudden steam conduit quickly showed her it was a bad idea. All Cloud Cover had was fog and the reassuring warmth of Corona next to her.

The sound of their soft ‘clip clop clip clop’s bounced off the hidden walls and devices that lined them, disorientating Cloud. It was as if dozens of ponies were walking all around her, moving with the same solemn gait as she did. A sudden vision of dozens of foals, chained together, their heads low, came to Cloud Cover, and she closed her eyes and shook the image from her mind.

Stay focused, Cloud. Just your mind playing tricks on you... Trying to keep itself occupied. If I find something to think about, they’ll stay away.

Keeping her eyes closed, the filly started thinking of her life up until this point. Memories that made her smile, like when she first met Corona at flight school, and the colt’s hyperactivity and humor. She remembered her prize winning article on the history of the Flock and their Spartan culture. She remembered being selected to run the academy’s paper, and all the fun she had researching and writing.

Not all of her memories were happy, but were important steps nonetheless. She remembered being accepted into the flight school and how adamant her parents were that she practice constantly. Regret overwhelmed her as she recalled how she had put off the simple exercises designed to prepare foals for the final exam; she elected instead to hide and write silly stories and read books which, as far as Cloud could care, would never matter to her again.

Stupid. Stupid stupid. I should have listened when they told me I’d have time to read as much as I wanted when I had passed. Okay, this isn’t helping. Maybe I can get Corona to talk; that may help keep me distracted.

The purple foal opened her eyes and looked next to her. Only the slightest of difference in the shade of fog told Cloud Cover that her friend was there. “Hey, Corona?”

“Nope! Heheheheh!”

An old and scarred stallion’s face jumped out of the fog, his eyes bloodshot and bulging. The pony bared his teeth in a horrendous grin, his pupils shifting and dilating in rapid succession. Cloud Cover leaped back, shrieking, kicking at the sudden apparition, falling backwards until her head slammed against something cold and metal. Sparks ignited in her vision as the pain shot down her entire body, and she pulled into herself, crying and shaking. The rush of hoofsteps exploded around her, confusing her even more. Cloud rocked, waiting, hoping, praying that it was all a silly nightmare that she would wake up from any minute now.

“Cloud! Cloud, what happened? Are you okay?”

Corona’s voice appeared, and the silhouette of the colt came rushing out of the fog. He reached out to the filly, and she slapped his hoof away.

“Go away! Corona, help! Help!”

“Cloud, it’s me! It’s Corona! What’s going on?”

Cloud Cover grabbed her friend close, pulling him down to her. She sobbed, clutching at his mane.

“Hey, there, there. Come on now, deep breaths, and let’s get going. It’s okay, I’m here.”

“There was... somepony else... where... Right where you were. Where... where were you?” she looked up at the colt, her bright yellow eyes pained and teary. “I walked ahead, I guess. I thought you were right next to me! I could see- Oh. Oh Celestia.”


“There was... somepony next to me too.” Corona’s legs immediately started shaking. “Cloud, we need to move. I think they know we’re here.” “Good idea. There’s no use being stealthy if they can somehow find us in this darn mist! Let’s just... On the count of three, let’s run until we clear the fog, okay? But don’t leave me behind!”

Corona managed to chuckle. “Did you forget you’re a pegasus? Just because we failed doesn’t mean we’re not allowed to fly!” The colt unfurled his wings and beat them hard, lifting off the ground. “There’s easily enough room for two of us to fly side by side here. If I start getting ahead, you’ll feel my wing beats, and you can just call out to me. Sound good?”

Cloud Cover leaped up, hovering in place. “Deal. Ready? Let’s go.”

The two kicked off, the fog swirling around them as they built momentum with awkward flaps. Soon they were gliding close to the ceiling. They were low enough to avoid the vents and circuitry that lined the roof, but high enough to avoid any would-be workers on the floor below. For the first time since Cloud Cover had woken up that morning, a sense of security returned to her.

Flight, glorious flight. There’s nothing more peaceful, more relaxing, or more calming than the rush of wind beneath my primaries... The first thing I’m doing when I get out of this place is flying until I pass out.

The filly breathed deeply, the cool mist lining her lungs and reinvigorating her, soothing her sore muscles as the tension in her wings all but vanished. She continued to relax, allowing her legs to hang limply in the euphoria of flight, embracing the dampness of the air as it wrapped around her limbs, the breeze tickling her hooves, the cold numbing her fear. She smiled, listening in the endless silence of the old factory for anything that may help her escape.


A high pitched ‘Augh!’ echoed in the hallway as Cloud’s hanging hoof connected solidly with something hard and heavy. Her heart jumped a beat, but she continued to fly. “What was that, Cloud?” Corona asked, slowing his pace to stay with his friend. The filly rubbed the hoof on her rear leg, feeling something warm and sticky wipe off it. “Well, if they didn’t know we were here before, they definitely do now. I think I kicked someone.”

“That’s the spirit,” the colt huffed. “Now let’s hurry up! I think this fog is starting to clear up.”

Cloud Cover squinted hard, and sure enough, the thick mist in front of them was beginning to fade. Jagged shapes of railings and odd devices began to materialize as they flew forward, each successive one clearer than the one before it. The section of the factory they had entered was more maintained. Ahead, the filly saw spots of lights, precious and threatening to her at the same time. She pushed the worries of being spotted out of her mind; for the time being, Cloud Cover was just happy she could see.

The two came to a stop at the edge of the fog. A broken vent was spewing the vapor, and while a small amount continued to leak on down the hall, the majority of it flowed to where the foals had just come from.

“Oh, well, that’s a relief. That stuff was terrifying to fly in... It’s just wrong.” “It’s just like a cloud, Corona.”

“Fog scares me. There’s always a chance you’d run into another pegasus when you fly in fog. I’m glad we’re out... no idea where we are, though. I don’t see the fabled end of the building we were looking for.”

The mauve pony didn’t reply. She walked slowly around her friend, examining the new area. It was less abandoned as the first wing they had come from. The railings and steel floor were clean, free from much rust, and the walls were lined with signs that--while incredibly dirty--were recent and hastily scuffed to still show their warnings. Several doors lined the hall, and Cloud Cover tested one of them. It was welded completely shut.

“Hey, this one’s not closed.”

Cloud turned towards Corona. He stood next to a big set of double doors. While padlocked, the colt was right in the fact that the door jamb was still free from welding. She tugged on the handle, shaking the door on its hinges. The lock was fairly new, and refused to give any pull away to the foal. Curious, she placed her ear against the door.

Leave this place.

“Aiiieeeeeee!” Cloud kicked back from the door, scrambling against Corona.

“Something... just spoke to me!”

“I didn’t hear anything. Lemme check.” The pale orange pegasus rested his head against the door, concentrating.

Cloud Cover shook.

“Nothing. Hello,” Corona spoke into the door crack. “Is there anyone there?” He replaced his ear.


“...Nope, nothing. You’re hearing things. What is this room supposed to be, anyways?” Cloud Cover shook her head, forcing herself to ignore her fear. She looked around the gate for some sort of indication of the room’s purpose.

Horse crap I heard things. Something spoke to me. I’m going to be unable to sleep for years after this. Here we go, what’s this? Some sort of plaque. Looks official. Says...

“Main Theatre R-”

The howl of a thousand dying foals filled the hallway. Voices of colts and fillies of all ages and breeds cried out in an eternal anguish, the screams of those met with a fate never deserved by even the darkest of war criminals. The two foals shrunk, looking for some source of the screams. They dragged on, the range of pitches fluctuating into some sort of messed up song, an anthem of death and horror. It came from the floors. It came from the lights, and the fog, and the hallway. Slowly, the two turned and faced the double doors.

It came from the Theater Room.

The screams didn’t stop. Unlike the howling, they dragged on, joined by new shrieks as older ones died out. It took a long time, but eventually the sounds finally dwindled to one, and then nothing.

They sat in the silence, trying not to think, for a very long time. Cloud Cover watched the broken vent, unblinking, lost in the constant stream of fog. Corona rocked back and forth, focusing on his favorite games from the academy’s sports events. “What do you mean, escaped foals? That’s impossible. They’ve got the whole poison setup upstairs, there’s not a chance any of them could even get down here.” Shocked out of their thoughts by a sudden voice, the two jumped. Corona had actually started involuntarily flying.

“Sss! Corona! Back to the fog, so they can’t see us!”

As the foals hid themselves, two white coated stallions ambled around a corner. One was relaxed, his face loose and mocking. The other was agitated, his tail wagging at an incredible speed, foam dropping from his mouth. He spoke next, jabbing a hoof at his companion.

“Arf! Bark! Rrrrrrruf growl bark!”

“Well, granted, but I still think you’re out of your mind. The only way in or out of here is to take the service elevator, and even then you can only go up without Dr. Atmosphere or Rainbow Dash. So they’re trapped here. We’ll find them soon enough.” “Arrruf bark whine whine bark whine...”

“You think so? Snow Crystal said she spooked one? Well, I’ve never seen her lie yet, so I guess I’m inclined to believe you. Check on the power room, then; make sure there are no security breaches there. Celestia knows we’d hate to have anypony steal those corporate secrets.”

“AROOOO! Bark woof?”

“Oh, I don’t know. Maul them, I guess. I’ll go back to the Administration Connection Room and see if they’ve sent us a message.”

The agitated stallion saluted, letting out an incredible howl that echoed down the unforgiving corners of the facility. Three other distinct yelps responded, and the pony burst towards the fog, right past the two foals. He skidded to a stop, snorting and sniffing, and Cloud watched the worker turn and stare right at her. Tentatively, he stalked towards her, his buggy eyes dead set on her location. She tried hard to control her hastening breaths, gulping as her heart pounded so hard she felt the beats would give her away.

It was over. The worker could clearly see Cloud Cover by now. Sure she and Corona were about to lose whatever war they had found themselves fighting, she gave up and spoke. “N-nice d-d-doggy?”

The worker burst into a huge smile, panting. Cloud reached a shaking hoof up and stroked the stallion’s mane. He licked her leg and then turned and continued his gallop towards the power room.

“What the feathering Flock just happened?”

“I have no idea, but I think we should follow him.”

“What? Through there? Did you catch that stallion’s crazy? I’m not going through that fog again.”

“Look at it this way. We can walk in plain sight of the possibly only sane pegasus, with no fog, and plenty of light, and even if we don’t get caught we still have no idea where we’re headed, and there’s obviously a bunch of ponies here, and now they’re out to get us, and-”

“Alright, alright already. You made your point.” The colt looked ahead into the fog. It loomed in front of him, its opacity taunting him.

Look at it, Corona thought. It’s saying I can’t handle it. He swallowed his fear of the mist, the taste in his mouth bitter and foul.

“Well, I’ll show it, I guess.”


“Pay attention, Cloud,” Corona started, leaping into the air and sailing forward.

“We’re going back to the junction, remember?”


Dr. Atmosphere leaned back in his chair, running a hoof along his stubbly chin. His eyes narrowed in deep thought.

All around him, his office sat in disrepair. The walls were faded, the clouds no longer a bleached white but rather stained, yellow from the absorption of sweat and smoke. Once long ago, these walls had held great memories for Hide, but those had vanished along with the brilliant cleanliness the clouds used to boast. Now, the grungy vapours recalled horrible pasts, histories that haunted the doctor more than any evil he had ever done. Every angle of this cage held a story.

Hide noticed a small speck of dried blood to his left, all that remained of an old co-worker. An industrial accident, unavoidable. One of the so-called ‘maintenance free’ piping systems had overpressurized from a grease build-up, deciding to equalize itself into the muzzle of Atmosphere’s most prized employee. She had died in his hooves, on his desk, the very same desk he now rested his rear legs on. A twinge of sadness threatened to enter his mind, but he forced it out.

“No time for that, Hide,” he sighed, turning from the stain.

On the other wall lay a deep black gouge in the clouds. He could have fixed it years ago, but refused to go close to it. That was the result of the first employee who dared to fight the system. He had fought back; believing that the doctor’s office lay next to the elevator, the stallion’s last resort was to blow a hole through the teflon-infused clouds.

“Good ol’ Pegasi engineering,” Hide muttered, ignoring the image of his blackened office. He got his new desk after that, but the scent of singed fur refused to leave his nostrils.

So many deaths.

So many lives lost... Lives that mattered. Not those... pathetic excuses for ponies. Actual lives, all intended for greatness.

And why?

So the fractured remains of a mare can continue to delude herself, trick her mind into accepting that the loyalty to the Corporation is enough to keep her title. That as long as she remains true to an idea or belief of some kind, she’ll forever be an Element of Harmony.

“Well, I have bad news, Dash.”

“And what would that be, Doctor?”

Hide jumped, kicking everything off his desk and falling backwards in a panic. With a heavy grunt his head collided with the wall behind him, his vision fading momentarily. He opened his eyes, only to find the most terrifying set of rose irises he had ever seen.

“Well, go on then. Bad news generally means I need to kick in the management skills. I am the best. You know, you’ve seen it. So, let’s not delay with it.”

“Uh, hello Ms. Dash.”


For the first time in his aged life, the doctor cringed. A whimper slipped from his muzzle- incredibly quiet, almost non-existent, but a whimper all the same. All the pride Hide had ever felt in his life flowed out of him with that cry, shame taking its place.

“I’ve-I’ve gotten Gauge and Gentle to monitor any source we have from the old factory. Contrail and Pipe Wrench are taking the elevators down right now to do some field research.”

“That’s redundant. Why would you set the clear-thinkers in a room where they can’t do anything?”

“So the nutters might decide on a whim to slaughter the two if they find them. You can outsmart a genius of any kind with faulty logic, but you can never outplay a creature that isn’t playing the same game as you. And, if the foals-”


“Right, sorry, my head is a little iffy right now.”

“Not my fault.”

“We- Ugh. Nevermind. If the failures manage to get around Contrail, Gentle and Gauge can notify the other two as to where the resources have gotten to.” Dash squinted at the stallion, very aware of the sweat dripping off of his coat. “And the bad news?”

“Well, eh, we don’t know where they are downstairs?”

“Hardly an issue, that’s why we’re setting up your crew to do this. What’s the real bad news, Hide?”

The stallion turned his head from Dash, thinking. The black gouge in the clouds caught his eye, and an idea struck him.

“It’s entirely possible we may be dealing with clever foals--failures they may be, let me finish please--and so we don’t know what to expect. Somehow, they managed to break through a ventilation shaft that had been built to never be opened ever. Who knows what they could manage with the old technology stored downstairs? Tartarus, Dash, it’s all compatible with our tech up here. We’re running on millenia old information!” “Nonsense, Doctor! I showed you just this morning. All of our technology is cutting edge.”

“That’s the issue, really,” Atmosphere sighed.

Rainbow Dash shrugged, turning from the fallen pony. “Curious, but not important. I want those escapees caught and killed within twenty-four hours, understood?” “And what of the contingency plan?”

“I’ll activate it if, and only if, there is no other option. Get it?” “Got it.”


Dash hopped up and flapped out of the room, kicking the desk back into Hide as she lifted off. With a youthful spin, she slammed the door closed with her tail. Dr. Atmosphere lay on the floor in silence. He gently rested his head against the cloud wall, closing his eyes again. Cutting edge technology indeed, but all outdated! Equinity as a whole could be so much farther in the future but it suffers from the inconsolable rage of a broken and lonely pegasus.

“Question my loyalty to the Corporation? You foolish blue pony! All I need is you out of the way, and I can push the limits of this factory to new heights! I can perfect the planet and set Equestria on the path to a new dominion! And all you need to do is move past your Celestia-damned, petty bucking ISSUES. You stupid, stupid mare! This whole mess up is your fault! We could be brilliant!”

The stallion stood up, wiping down his coat and fixing his spiked mane. “Oh, Dash, Rainbow Dash, it hurts me to see you like this. I remember who you used to be... Who you still can be. You need to go but I want you to stay, Dash... Oh, look at me! I’m just a blubbering idiot!”

The doctor smashed the wall, the clouds absorbing the blow and noise, much to Hide’s dissatisfaction. “Well... no sense beating a dead horse. Might as well get to work... I’ve got a future to engineer.”

Hide flipped his lab-coat on with a flourish, an extended sigh rushing from him as he slowly walked out of the room, limping from the fall. He mumbled to himself, more tales of distant memories, more exasperated hopes for what the pegasus race could have been a lifetime ago.

He did not notice the blue face in the hall, obscured by a greyed rainbow mane.


Gentle struggled to hear Gauge’s explanation over the howling wind. There wasn’t much that she couldn’t figure out herself about the cavernous room- the incredible cyclone in the centre was obviously the source of all the wind and air movements in the kingdom. Barring that wondrous display, Gentle tracked the incredible circuits of tubes and transport systems lining the walls all the way into the bowels of the factory. Great pumps shook with incredible violence, only adding to the catastrophic noise. From them hung aged power cords, the weight of them alone threatening to rip out of their plugs and slip down to their source below.

“We must be getting close to the control room, with all this major technology,” Gentle shouted to the stallion ahead. The pegasus took no notice of her words and continued screaming information that was lost immediately in the wind. Stopping, he indicated a large steel door before practically pushing the mare out of the Cyclone Room. “And this is the Control Room,” Gauge concluded matter-of-factly. “I hope you remember what I just told you, too; it’s incredibly vital to the continued existence of this factory.”

“Actually I couldn’t hear anything. You’ll have to repeat it.”

“Oh there’s no time for that. I’ll tell you later then.”

“But you just-”

Gauge winked at the mare before continuing forward. Gentle shook her head, following the orange stallion as she glanced in awe at the room. One single computer console stretched around the three walls in front of her. Various switches and enlarged buttons filled every ounce of space on the grey instrument, but what caught the pegasus’ eye the most was the far wall.

A massive television screen hung in the clouds through some unseen mechanism. Hundreds upon hundreds of wires ran into the monitor, a digital spider on its web. The Cloudsdale Weather Corporation logo, three smoke-stacks upon a cloud striking lightning, glowed on a black background upon it. Gentle had become so accustomed to the logo that she never paid any attention to it ever--much like any other citizen of Cloudsdale. Now, in its giant and official display, it appeared to be the most foreboding image she had seen in her life. Below the screen, two seats awaited occupants, and Gauge offered a chair to the green pony before sitting himself. The confusing keyboards and electronics that filled the rest of the computer were absent under the screen. Laid out next to each seat were instead a large trackball, a pad of arrow keys, and ten brightly lit square buttons. The stallion slid his chair forward and rested a hoof on the trackball, his left forehoof hovering over the adjacent keys. Tapping the ball, the screensaver gave way to a desktop of sorts. Gentle could hardly read the options Gauge was choosing as he maneuvered his way through the operating system, but she focused even harder, her eyes darting around as she followed the cursor and highlighted words. With one final tap, the screen came to a halt, split three ways between different video feeds.

Each feed was almost pitch black, with only the slightest unique feature separating them. One seemed to capture a stream of fog, the undisturbed mist billowing- a phantom serpent in the dungeons below. The middle showed a plain hallway and scaffolding and was mostly inconspicuous, save for a single vent grating laying skewed on the floor. Gauge highlighted that one and zoomed in, aiming the camera to closer inspect the vent.

Her co-worker was speaking to her again, but Gentle paid no attention. She examined the old factory, tracing the rusted and grime covered pipes as they snaked in infinite directions without the faintest hint of logic design.

“It’s as if, for over a thousand years, they just added lines whenever they needed to, as direct as possible. Sweet Celestia, that facility is a logistical nightmare! Like, look there, where they’ve got cloud participles heading in completely opposite directions from the hail seeds. Those products could be mixed together and use one common line until they reach their specific destinations. If there’s any sense to the architecture down there, the hail production room should be fairly close to cloud recycling annex, and a simple filter could redirect the seeds. It’s so... inefficient.”

The orange worker was staring at Gentle, his eyes wide in impression behind blonde bangs. “It’s no surprise why Hide hired you. In ancient times, I suppose, it was considered more efficient to have direct lines rather than waste time rebuilding the whole piping system every time we added machinery. If Dash heard you calling this company inefficient...” Gauge leaned back, whistling. Shaking his head, he chuckled. “Well, as long as you can manage to describe a way to increase efficiency for Cloudsdale Weather, you should be fine. Now, c’mon, pay attention. You’ve got to learn how to use this system.”

“What’re we doing, anyways?”

“Two failures escaped earlier today while we were in Contrail’s room. This must have been the vent they fell down in. I was hoping they’d have been knocked unconcious, but it appears they woke up and scampered off... regardless, we need to locate them for Contrail and Pipe Wrench to apprehend. Alive, according to Atmosphere. He says Dash wants them relatively unharmed so she can process them herself.” The stallion frowned, switching the screen to another camera. A junction presented itself, and the tail end of the stream of fog poured into the centre, out of sight. “It’s odd, though... We should incapacitate them as soon as possible.”

“You too, Gauge? I thought out of all of the workers here, you were the most sympathetic.”

“There’s more to it than just ‘murdering foa’-”

“There!” The pegasus leaped out of her seat, her wings exploding in excitement. Two small ponies burst out of the fog, flying as fast as they could. Gauge dropped his sentence, immediately tabbing through various cameras until he caught sight of the failures. They were moving fairly fast but seemingly without direction. “Looks like they’re headed for the elevator. Hopefully just by chance... Notify the other two with that P.A. system, will you?”

Gentle glanced at the coloured buttons, finding one with a clear symbol of a loud speaker. Holding it down, she spoke.

“Workers Pipe Wrench and Contrail, this is control. Confirmed sighting of escapees headed in your direction. Capture alive, repeat, capture alive, Dash does not want them dead.”


Corona halted immediately, dropping like a rock below Cloud Cover. The filly turned sharply, hovering next to her friend as she scolded him.

“You stupid colt, we don’t have time to hang around! C’mon!”

“No, stop, listen! Didn’t you hear that?”

“That voice? Yeah, they’re probably calling ponies to look for us. Which is why we need to move! Now!”

“They spotted us, Cloud, they said we were heading in their direction! And... something about capture. Someone wanted us dead. I couldn’t hear it all. We can’t go that way!”

The lavender foal landed, stomping a hoof in fright and frustration. “Well we can’t go ahead, and we can’t go back because someone back there spotted us. So where from here, Corona? What if it’s a mind game? What if they saw we’re escaping, and wanted us to think the exit leads straight to our doom? You need to slow down and think! I’m always doing the thinking!”

Corona turned to the filly and slapped her with a hoof. She looked up, horrified.

“Y-you... you...”

“I hit you. Because I know you’re scared and I know it looks bleak, but right now we have no room for hating each other. And maybe you are right! Maybe you are always thinking, and that’s your problem. You don’t trust your gut! That’s why you failed your test, Cloud! You didn’t trust your own body! And now you don’t trust me! Learn to take a leap of faith, Cloud.”

Tears had been welling up in the pegasus’ eyes, but at Corona’s final statement she opened them wide.

“A leap of faith...”

“Yeah, exactly, I mean, I can’t really think of a better way to describe-” “A leap of faith!” Cloud yelled, hopping into the air and kicking Corona until he followed suit. The second her friend was in the air, she dived over the edge of the scaffolding.


Corona looked over the edge, staring down into oblivion. He had lost his friend, and it was his words that urged her on. Things were happening too fast. The colt had no idea what to do, and soon, workers would be there to cart him away. He started shaking.

“Well are you going to hover there in terror, or are you going to follow me?” Corona looked down between his legs, and laughed in relief as he caught the shine of Cloud’s eyes. “You sneaky little pegasus! We’ll head to the end under the floor, and if there’s workers there, we can double back!”

“And if we need to double back, we can hopefully fly under those coming behind us. A leap of faith, Corona! Let’s get out of here!”


“Oh, for Flock’s sake,” the orange stallion swore.

“What is it? Where’d they go?”

“Under the scaffolding, and these old cameras don’t have good enough resolution to make out underneath the grating. Clever punks.”

“So what now?”

“Well they obviously heard the announcement, which caused them to stop. The next logical course of action would be to get one of the two down there to fly under the floor and try and catch them. Preferably it would be Pipe Wrench, because Contrail would somehow manage to walk upside down or something. Only problem is I’ve no idea how to inform Pipe Wrench to do that without alerting those failures again.” Gentle squinted. “Show me those two, if you can.”

A second later, two very bored looking pegasi appeared on screen. One was leaning against the railing. The other was lazily flying loop-de-loops around the first. “Is that hail seed pipe still flowing?”

“Probably not, but it can be. Let me just...”

The stallion brought up a generic schematic of the facility. Gentle was blown away by the scale of the entire building. Despite seeing it almost every day since she was born, the thunderhead obscured so much of it, that it was impossible to tell how complex and massive the Corporation really was. Gauge highlighted the old factory, and then the section Pipe Wrench and Contrail resided in. A map of every pipe popped up on screen, and the orange pegasus scrolled the cursor over the particular line Gentle had mentioned, activating it. The grey output turned green, and the hail seeds began flowing.

“There, you’ve got control of that specific conduit. Dunno what happened to that line. Could still be connected to a generator for all I know. What did you need it for?” Gentle didn’t reply, studying the controls that had litten up next to her. After a minute, she rested both forehooves on the keys, and turned back to the screen. “Let me see the video feed again. Can you overlay the diagram on the video?” “You bet. And... there you go.” Gauge looked questioningly at the mare. “You sure you know what you’re doing? And what are you doing, anyways?”

The diagram turned bright red as Gentle locked off a valve that was just slightly higher than the railing. After brief hesitation she turned on several other pumps connected to the line, ignoring the several warnings that flashed on the screen. An incredibly loud alarm started chattering next to the ponies, but both were too concentrated on the television to notice it.


“Heheheh. Pipe Wench. Hehehehe.”

“Stop ‘t.”

“Got it, Wench. Wenchy wenchy wench.”

“‘Said stop ‘t.”

“More like Gripe Wrench. Hah! Ahaha.”

“Make fun o’ m’ name one more time an y’ll be part o’a real contrail, go’ it?”

“Aha! Clever! I like it. Gripe Wench. Didja hear that?”

“‘Ear wh’t?”

“That. Groaning. Stretching. Like a good mare in bed. HAH! But really. Pressure. Hehehehe Pipe Wrench stop it help it’s loud where’s that coming from heheheheh. Not good, heh. Piiiiiiipe Wrench, fix it! Fix the valve, Pipe! Fix the valve, Pipe! Auuuuughahahahaha!”

“Wh’t in th’ T’r’t’rus ya goin’ on ‘bout?!”

It was at that moment that the valve next to the stallion split, launching a constant stream of incredibly dense orbs into the wall opposite it. Pipe Wrench stumbled backwards, landing on top of Contrail as the stallion screamed and clapped his hooves in foalish joy at the same time. The stream seemed to rise and fall as the pressure varied constantly, instead of relieving itself at a constant rate.

“Wh... what?”


Gauge watched, completely stunned. Gentle was entirely focused on the viewscreen, her hooves twitching minutely on the trackpad and keys. Her forelegs lacked any structure, flowing like a snake over water as the mare calculated her movements. Every once in awhile there would be an unwanted movement, a curse, and then a flurry of compensative actions with a sigh of relief.

She’s learning the pressure system variations at an astonishing rate... Gauge forced himself to blink, taking glances at the screen so fast he was liable to end up with whiplash. It took all his effort to stop staring at his co-worker. What is she doing? “And that... should... do it!” With one last triumphant slap of the keys, Gentle twirled in her seat, whooping in victory. She paused when she noticed Gauge’s slack jaw and snapped her wings back in embarrassment. “I uh... The controls are actually kinda similar to the ones down, down uh... Yeah.”

The orange pony blinked several times, shook his head and slowly managed to turn back to the job at hand. “What was that about? Scare the manure out of Pipe Wrench so he’d jump under the rail, or what?”

“Look.” The mare was glancing obviously at the video feed, tossing her head in its direction. “The wall. Look at the wall opposite the pipe.”


“WRENCH It’s for you it’s a sign from above, hah. Get it? Sign from above?

Management’s up there, watching us, watching everyone, always watching and controlling and changing and NOW there’s words for you, Wrench, read the words and follow them Wrench orders from above Wrench and-”

Contrail’s rant was ended with a quick buck to his left wing, causing him to lose his lift and plummet down towards the unforgiving belly of the old factory. Pipe Wrench watched the blue stallion fall out of sight before turning and reading the letters etched into the tough cloud.

“W’ll I’ll b’ damnded, they did it h’fwritt’n.

In very simple cursive, the cloud read out PIPE WRENCH FLY UNDER SCAFFOLDING INTERCEPT FAILURE.

“Show off.”

The stallion stretched his wings, popping his stiff back before taking off. A low groan escaped his muzzle while he aligned himself under the railing, partly from the pain associated with his old back, and partly from seeing a sky blue pegasus standing upside down in front of him.

“Boo. Hahahahahaha!”

“Get on top, C’ntrail. Stay w’ me, an if y’ see ‘em, drive’em und’r t’wrds me. “On it, Cap’n Mumble.” Contrail saluted with a wing before plummeting a second time. Pipe Wrench listened until the echoes of unbroken laughter faded away before flying forward, flapping his wings hard in annoyance.

One of these days I’m going to clip those wings of his. Crazy idiot.


Satisfied the two had gotten their message, Gentle and Gauge relaxed, flipping through the video screens for any sign of the escapees.

“So what happens next, Gauge?”


“What happens next? Once we capture them, that is. Do they just get tossed back into the pile to be made into rainbows?”

The stallion was silent. He wrapped a strand of his long mane around a hoof, twirling it in deep concentration. After an eternity, he spoke.

“Not quite.”

“Well, what’s worse for a foal in-”


“What’s worse for a failure in here? I know they’re bad for Cloudsdale and all, but do we really need to demonize them as much as we do? Failures they may be, but they’re just scared kids! You’d try to run, too; it’s not like you’d have any ulterior motives to bring down Pegasus society or anything. They just... Gauge?”

Gentle paused, tilting her head to catch Gauge’s expression. He was completely furious; his legs were tense in anger, eyes down low to the ground. “You just don’t get it, do you?”

“Gauge? Are you-”

“No, you don’t.” He sighed, brushing his long mane onto his back to clearly look at the mare. “We have a duty, Gentle. Not just a job. A duty to the Corporation, to Cloudsdale, and to Pegasi around the planet. We’re so fragile, you know? So very, very fragile. Out of any of the races of ponies, the Pegasi are the absolute weakest. What happens when an Earth Pony breaks a leg?”

Gentle had recoiled, doing her best not to whimper in light of Gauge’s sudden change of temper. She opened her muzzle to speak but was immediately cut off.

“They’re put down. Sure, an adult can be fixed with magic, but a foal grows too fast. You can’t repair it. What use is an Earth Pony that can’t even walk? So they put them down. Same with unicorns, same thing. Break a leg in your youth, your life is over anyways, so they end it for you. But Pegasi, no, we’re something special. You break a wing, you don’t develop them properly, or you just simply can’t use them well enough to stay in flight, what use are you? But you can walk, of course, so to the rest of the ponies say you can stay alive. They don’t know just how... important, yeah, important, wings are to us. A pegasus without wings is like an Earth pony without legs.

“They don’t get it, how incredibly weak we really are. And thank Celestia for that, because if they did, what then? They could break us so easily and take advantage of everything we hold dear. So we defend our reputation.”

“Like any race in Equestria would attack anoth-”

“You think that, don’t you? Think about it though. You can’t murder a healthy Earth pony on Equestrian soil. It’s why they live so long, if you didn’t know. And Unicorns, well, they got that whole magic thing going on. Laser beams from their heads and defence spells that an entire army of Changelings could just barely break through. The Pegasi, well, we can fly. Aerial attack and support. The whole Kingdom of Equestria is one of peace and love and happiness, but that’s just a wallpaper covering up the mutually assured destruction which is the real reason no one thinks we’d be attacked. What happens when they find out so many of us have trouble flying, or just can’t? “Well, that’s why we’re here. Not to kill foals because it’s fun! This isn’t some bucked up claim to glory! We’re soldiers on the front lines, Gentle. Soldiers that can’t give up, and can’t allow ourselves to be broken! Because if we go down, if we don’t stop these escapees, Gentle, if we fail.... Think about that. If. We. Fail. The Corporation took on the responsibility of dealing with those who would destroy our only defense, and because of that the Corporation stands to be the downfall of Pegasi, the end of the Flock, if we don’t succeed. We’re soldiers, and we have to fight until the last breath leaves our lungs and then throw our weapons as our vision dies! Those aren’t foals, and they’re much more than failures! They’re the death of our race, a nuclear weapon contained in the unassuming case of a pretty little foal.” Gauge was sobbing now, his phrases breaking as he cried into his hooves. His whole body was shaking in emotion, his orange fur damp with sweat, his muscles twitching uncontrollably as he continued his rant.

“We’re all that stand in the way! Those... oh, Luna, those failures... The damage they would do if they made it out there would be irreparable and create an enemy impossible to crush. So we must retaliate pre-emptively, and even though it’s awful, and horrible, and against the very concept of what keeps us Equine, we must do it, for the end justifies the means, and the end will always justify the means, no matter how soul crushing and... And awful, and... evil we must be to...”

Gauge’s words were indecipherable. Gentle reached out to touch him but a strong hoof pressed down on her shoulder, causing her to pause. Looking up behind her, she saw Dr. Atmosphere, his face stern and seemingly unaffected, yet deep in his eyes Gentle could see the same pain Gauge was suffering from.

“Don’t,” he spoke calmly, pulling the mare’s foreleg back. “Just leave him be.”

“But he-”

“Gets this way from time to time. There’s nothing you can do. Look, now, back to work. Take his seat.”

Gentle awkwardly stood up and nudged the uncontrollable stallion onto the floor. He moved smoothly, as if he had practised the same motions many times in the past, and simply wrapped himself around Gentle’s hindlegs as she settled down. Hide continued to speak quietly, so as not to disturb the worker on the floor. His voice was gentle, mothering, and soon the green pegasus was focused back on her work, guided by her supervisor.

“The foals met up with Pipe Wrench and have started to flee,” he explained calmly.

“Drive them towards the Power room.”

“Can I ask why, sir?”

“The rumors are true.”

Gentle swallowed hard, deciding not to pursue that line of questioning any further. With the doctor’s calming directions, she quickly fell back into her work, opening valves of steam and even going so far as to destroy small sections of hallway to guide the failures to Hide’s set goal. Pain twinged at her heart whenever the failures’ faces were caught by the camera, and the mare was quick to change to another viewing angle.

This is all so wrong. There’s no way a foal could do that kind of damage to... She looked at Gauge, who was unmoving now and still clutching her hindleg with an intensity she was sure would bruise her. A quiver of his wings caught her eye, and with it an explosion of memory.

Flight. Soaring. Pure bliss. Unequivocal happiness. The unblocked sun heating her primaries, the wind bristling her secondaries, the buffeting air rippling and teasing the underside of her wings so perfectly it was practically sexual in nature. The entire kingdom of Equestria below her hooves, so small it was nothing, featureless, or obscured by a stray low-flying cloud.

Each downbeat of her wings drove her forward, doubling her joy, chilling her hooves and whipping her mane in a brilliant, though short, massage. It was orgasmic. Then a change. The wings vanish, atomized into dust on an unsuspecting downbeat, gravity’s merciless claw bursting from the ground like a demon and clutching its prey, her, and ripping her out of the sky.

Falling is not the same as flying.

There is no joy, no bliss, no sensual encasement, only chaos and fear and time to contemplate your own death.

And then the ground.

Gentle shook her head, and no longer was she in her dream, her terrible nightmare that had haunted her childhood, much like almost every other foal. Every Pegasus had some variation of that night terror, as common as an Earth pony dreaming about their teeth falling out.

“H-he’s wrong, Hide.”

“Mmmh?” The stallion looked down curiously, his expression cautiously inquisitive. “Well, kinda. There’s no threat from the other nations; we won’t be destroyed in some great war. That’s silly.”

“Gentle, please, I don’t like where this is going. You had a choice when we-” “But we will fall.”


“If they get out, and tell their story... Nevermind Cloudsdale or the Flock, but the entire Pegasus race. Every single Pegasi, even the failures and even those not born in our city, well, we fall. We fall from good standing and trust, and we fall from honor, love, and everything worth living for. There’s nothing worse than plunging without control.”

The stallion nodded, his stubble and wrinkled face an image of a sage. “And so to avoid falling?”

“We must remove those that can take our wings away.”

“They’re almost there, now, back to work.”


Cloud’s mind was a trainwreck. Things were going so well not ten minutes earlier; pride at her smart thinking had lifted her spirits and momentarily she felt like a great big exit sign were going to appear at any second along her flight under the rail.

Then, a stallion came racing towards them, his teeth bared in a satisfied grin which Cloud knew could only mean trouble. Somehow the workers had managed to figure out where Corona and she were without that loudspeaker announcing it. Panic gripped her and without thinking she had whipped around on top, only to almost collide with a sky-blue pegasus that was pretending to walk three feet above the ground. As soon as the stallion had spotted her, his eyes bugged out wide and he burst into a full trot--completely stationary at first, but after a second he bolted forward in pursuit of the failures.

Cloud Cover had dived back underneath, taking off beside Corona, trying her best to keep up with the much faster colt. Her heart pounded heavy in her chest, the throbbing driving her wing beats until she could finally see the stream of fog falling in the distance.

If we can get there, we can hide from these freaks!

At that very moment, a pipe groaned and burst, singing her right forehoof. All along the path to the intersection, steel tubing was exploding, their various contents spraying out and blocking any possible passage. Cursing, Coronal steered hard to the right in front of Cloud Cover, and the filly followed suit. A cloud support around the corner forced the two to flip back on top of the railing, and behind the lavender pegasus she could still see the two workers hot in pursuit.

Conduit continued to detonate in front of them; at one particular junction, it was even forceful enough to bring the roof down on the other passageway.

This can’t be by chance, we can’t be causing this. Why’s the factory just... disassembling itself?


“Little busy, Cloud!”

“Corona, did you hit any valve or something? Smack a switch or clip a pipe?” “If you’re asking if I did this, you got the wrong- DUCK!”

Midway through his sentence, the colt had noticed a series of vertical pipes bulging in very much the way that steel should never bulge. With perfect timing the metal disintegrated, releasing a hurricane of pressurized air against the sides of the failures. The combined momentum of their forward movement with the blast wave slammed them both into an aluminium vent which crumpled immediately under their weight. After a brief, disorientating tumble, they dropped from the ceiling onto the unforgiving floor for the second time that day.

Cloud Cover was the first to stand up, her mind reeling as she quickly tried to make heads or tails of what had happened.

“Whoah, Cloud, check that out. What is it? Like... some sort of vat you see in those alien movies!”

The filly rolled her eyes. Celestia, he needs to grow up. Like the Corporation would have any ali- oh, what do you know, it totally does.

A massive vat of light-green, bubbly liquid stood before them, its metal base full of hoses and wires jutting in and out without any regard to sane engineering. It was sitting to the right of an almost-as-large machine that was a strange amalgamation of piston cylinders and blocky additions, all tied into the vat with as much logic as the base’s.

The lights in the room slowly flickered on automatically, illuminating five more giant pairs of... whatever it was Cloud Cover was looking at. She could glean no purpose from the giant containers. Asides from the slime-green-soda-pop-appearing mixture there was absolutely nothing inside them. Nor, she had noticed, were any of the machines vibrating or making noise despite clearly being some kind of engine. The room was totally silent, and for the first time in hours the mare felt safe.

“What... what is this place?” Corona questioned, walking slowly amongst the mysterious objects. He craned his neck, following three-foot thick power cords that erupted from the engines and disappeared in the roof. “Gotta be electrical of some kind, I guess.” “But Cloudsdale uses wind power exclusively!” Cloud announced. “Why would they need generators on a scale this industrial? Even if this building wasn’t self supportive, I can’t see the Corporation needing six machines this powerful. And what’re those vats all about?”

“Maybe this can help you figure it out.”

Corona was standing at the front of the room, pointing at a small computer console. A jumbled mess of wires fell out of the base, scattering like cockroaches into the depths of the room behind them. Despite the confusion below, the computer itself was relatively simple. A small monitor sat above a basic keyboard, its screen caked in dust and scratches. Through the grime Cloud could see faint lettering, and she propped her forehooves on the desk to inspect it.

‘C.W.C POWER GRID CONTROL: ENTER COMMAND >’ it read, a tiny cursor blinking next to the prompt. The filly typed a word and hit enter, and the computer responded with an annoyed sounding tone. She tried another only to get the same result. “Hold on, let me try...”

Cloud settled into the decrepit chair and tried phrase after phrase into the console, anything she could think of that may be a viable command. After dozens of errors, the tone finally changed to a more successful tune, and the pegasus looked close at the screen again.

‘SYSTEM STATUS: SUSTAINED RESOURCES HOLDING. BIOLOGICAL REACTOR SYSTEMS UNNECESSARY, ON STANDBY. LAST PEAK DRAIN FROM SECTOR ‘CYCLONE1’. ENTER COMMAND >’ “Big words I don’t have time for,” Corona sighed, walking away from the system. “It’s probably better for us to just look for a way out instead of mucking with a computer we don’t know how to use.”

“Yeah, you’re probably right,” Cloud ceded, smacking the keyboard and walking away. The speakers barked at the filly, who responded in turn with a curse of her own. “So let’s once again consider our situation. We were obviously driven in here; why, I have no idea. This place is huge, dark, and totally illogical.” “Not to mention a tripping hazard,” the colt offered, shuffling some cords around. “Is there some kind of building code against exit signs? I just want to go home,” he sighed.

“Us too.”

The two foals scrambled back at the third voice, catching their hooves on power lines and tumbling to the ground. They furiously worked at shuffling back, only trapping themselves further in the electrical tentacles. Cloud Cover was the first to give up, closing her eyes against her fate.

“Are... are you two okay? You’re outside the cage. How’d you do that?”

The lavender filly opened her eye, struggling to see in the awful lighting. There was a scrawny stallion staring at her, his muzzle pressed between iron bars about ten feet away from her. His fur was ghostly white, glowing brighter than the fixtures in the ceiling.

“Are you new? Did you escape? Or did they send you here?”

Cloud was speechless, her mind blank as more and more ponies walked out of the blackness and into her field of vision. Dozens of them, foals and adults alike, all with incredibly rare or obscene colour schemes. Some purely white, many black, one even clear, his pink flesh shining through a glass-like coat. Their eyes bulged outwards, strained and hungry, like they were from some other world.

“Why would they send them here, though? They have color!”

“They must have escaped!”

“Down here, though, nice escape.”

“Be nice, they’re the only hope we have!”

“How did you get away? Did you kill someone?”

“Oh Celestia they killed someone! They’re as bad as the workers!”

“Guys, leave’em alone, we don’t know anything yet!”

Cloud Cover shook her head clear, and quickly untangled herself from the cords. She shouted for silence and quickly ran over to Corona, helping him free. As she worked, the colt whispered in her ear.

“Cloud, what’s going on? Where did they come from? What do we do now?”

“Why is everyone asking me questions?!” she hissed, pulling her friend up. Struggling to hold back her disgust, she walked up to the white stallion. He looked down at her, his face still squeezed between the metal rods, flattening his head.

“Can you help us?” Cloud asked. “We don’t know how to get out.”

The stallion was silent, unblinking.


After a long pause, he finally spoke. “You’re asking... a group of starving, broken pegasi, trapped behind iron bars, to help you escape.”

The filly looked at her hooves. “I thought maybe you’d be sympathetic to the cause.” “Maybe if you offered to return the favor?”

“Okay whoa whoa whoa,” Corona stepped in. “This is moving way too fast. Since it currently looks like we’re all doomed, nobody’s agreeing to do anything until we get some more information. Question period, guys. Why’re you lot down here and not up with the other ones?”

“Your friend is smart,” the white pony muttered, turning to the colt. “I can’t promise all the information, just what we’ve overheard from workers. Is that alright?” “Of course. We can’t return the favor, we’ve basically been running scared for the last five hours.”

“Admirable time,” was the reply, and the rest of the jailed ponies muttered in agreement. “We’re the failures that’re too useless to be murdered... well, not immediately, that is. The colours in our skin are either non-existent or not cost-effective to be harvested so we’re locked down here instead. How’d you two get away? That should be impossible.”

“Harvesting colours?” Cloud and Corona looked at each other.

“Answer our question, and we’ll answer yours.”

“There was a damaged vent in that room where they tried to gas us. We managed to dive down that.”

“Bad idea, there’s only one way out of this section. The elevator, opposite wing from the main theatre room.”

The two foals jumped back at the mention of the theatre room. “What’s the Main Theatre Room? What’s in there, why is it locked? What do they do in there?”

The stallion stepped back from the bars, tilting his head at the two. “Nothing, now, nothing for a very long time as far as I know. It’s got some sort of historical significance. And there’s... nevermind, it’s not important. Silly stories the kids tell to stay entertained. How’d you make it into this room?”

“A blast from a bunch of pipes knocked us through another vent.”

Cloud Cover looked down at her wing, testing the burnt bit. It stung, but was otherwise perfectly functional. The rest of her body however, screamed in pain. “What was all that about harvesting colours?

“Don’t tell’em, Snowflake! They’re obviously a trap designed to find out who knows the most! It’s a test, buddy!”

The pegasus whipped around, glaring at a quivering black stallion. He was hardly noticeable save for his deep green eyes, the orbs appearing to levitate in the darkness, filled with fear and hate.

“They’re testing us, they are! Trying to find who’d be willing to help it if a failure did escape! Why else would they drop in like that? No filly would be so insensitive to ask for help to escape and not offer anything in return!”

Cloud Cover’s heart panged at that comment, and she ducked further into herself.

“Leave it, Inversion. Let them be.”

“But they-”

“I said leave it!” Snowflake turned back to Cloud and Corona, shaking his head. “I trust you, hopefully so you’ll repay that. The Corporation, as far as we’ve heard, uses failures and harvests their colours, pulls spectra right out of your body. Sucks you dry and leaves you dead. And for us... well, we help power it all.” “And how do you do th-”

The door burst open, flooding the room with light. Corona took to the air, grabbing Cloud Cover mid-sentence and pulling her behind one of the incredibly large power lines that lead out from a generator. The imprisoned ponies scuffled back, returning to their corners. Many huddled together, a few rocked back and forth, and one started crying. Snowflake retreated slightly, but stood his ground facing the workers that had entered. Thankfully, Cloud realized as she watched a reflection on the generator, they hadn’t been seen.

They were the same workers from earlier. The agitated one continued to wag his tail at an incredibly speed. Now, as well, he was sniffing the air voraciously. His eyes squinted, searching. The other worker sighed, pulling a set of keys out of his lab-coat. He approached the cell, surveying all the frightened pegasi trapped within. “Guess what time it is, fillies and colts?”

“One day you’ll pay for your crimes, you scoundrels!”

“Please, Blankie. The very same goes for you and the rest of those flat-tones. Now, who’s going to do their due-diligence to the Corporation today?” The barking worker growled under his breath and breathed deeply. Those blank eyes locked onto Cloud Cover again, staring straight through the insulated copper she hid behind. A light ruff escaped his muzzle, but he looked back and bared his teeth at the prisoners.

“Take the escapees!”

Inversion had stood up, his legs shaking in panic. “Take them! They’re the ones you’re looking for! They’re just behind the generator, right over there! That mutt knows! I saw him!”

“Shut your trap, you Blankie! We’re not here for them!”

“But they’ll escape! We let them know how, so if you don’t use them instead this whole thing will come crashing down!” The black stallion was defiant now, his legs strong as he shouted back at the workers. He walked closer to the iron bars, joy in his eyes as he built his case. “What are we? We’re already captured! Take them, not one of us! Just look behind the cord, you’ll see!”

“Why would we use a perfectly colourful foal for power? That’s silly.”

“But they’re dangerous! To all of us!”

With split-second reflexes, the worker whipped a cattle-prod out of his coat, catching Inversion in the neck. He collapsed instantly, no longer able to talk. The worker opened the gate to the cage, allowing Mr. Agitated to jump in and back the rest off. He ambled in, hooking the black stallion’s leg with a rope, and--whistling--waltzed out of the cage, dragging Inversion behind him. He held his end of the rope in his mouth as he started up a ladder that circled the massive vat on the nearest generator. Inversion started to regain movement as the worker latched the rope onto a hook and slammed a switch up, kicking the hook into gear. It lifted the struggling stallion high over the bubbling liquid and, despite his screaming and flailing, dropped him into the vat.

Cloud Cover struggled not to throw up as she watched the black flesh sublimate immediately, the vapours bubbling up to the surface and flowing through pipes into the generator. The vibrations from the engines shook the filly’s insides, resonating her revulsion at the display before her. Chunks of muscle fell off of tendon and bone, vanishing in their ascent. The acid worked slowly, providing Cloud with a brilliant lesson in equine anatomy as it rendered each layer of tissue. The thrashing torso was eventually obscured by a cloud of red fluid, which turned quickly to brown and then cleared away as the slime ate at Inversion with an impossible voracity.

Soon a skeleton drifted slowly to the bottom of the vat. And then, the vat was empty again.

“That should handle the load for the next couple batches of failures. You’ll get some food tomorrow, maybe, if you Blankies keep your muzzles shut. Help those escapees all you want, by the way, Dash has better plans for them. Atmosphere don’t make much sense...” he muttered to the side. “Whatever, it’s an S.E.P. C’mon, runt.”


“Somebody Else’s Problem.” The stallion tossed the keys onto the computer desk on his way out, slamming the door behind himself.

The room was very silent for a very long time.

That can’t have not been on purpose.

“That couldn’t have been an accident, Cloud.”

“That’s what I just- eh, nevermind.”

“Well,” Snowflake whispered, his face pressed into the bars again. “Will you help us? We’ll return the favor in any way we can.”

“This is an obvious trap.”

“One can only steal the cheese by setting off the spring, my friends. Of course it’s a trap, but I think if we screw up their plans royally enough, we can make it out. We can finally leave this place, be free of the memory and pain, if we outsmart them. What do you think?”

The two foals thought hard. One one hoof, Cloud Cover contemplated, running into a trap means deliberately getting caught. On the other, it may very well be the only way out of this hell-hole without starving to death. “Deal. I’ll grab the keys and-”

“No, that’s too simple. They must be coming back soon, of course, so I have a better idea.”


“There’s a ghost that haunts these halls.” Snowflake spoke matter-of-factly without the slightest hint of sarcasm. “One of a pony that escaped in the past, one of a pony that escaped and was captured and escaped again, for now their soul wanders these dark and gloomy tombs, searching only for a way to release their essence from the pain and the sadness and the evil that binds it here.”

“This guy’s a nutter,” Corona whispered.

“Some of the older prisoners--for they don’t use us by order received, it’s all on a whim--speak of a time the ghost burst into this room before the workers cornered it, confronting it and causing it to vanish, its vision unfulfilled. Before it passed, though, a shout was heard echoing throughout the entire complex: ‘Main Theatre Room.’ We’ve heard other stories of an awful history associated with that room, nothing more than hushed reminders and threats, yet history regardless. Leave us here to defend your actions. We shall be able to convince the simple workers that you went the opposite way. Seek the Theatre Room, find the ghost, and promise to assist it. In return, I am sure you shall be rewarded the same. Go! Go now, before the workers come back to spring their trap!”


Gauge lay on the floor, a heavy blanket draped over his shivering body. Gentle set a mug of coffee on the ground next to the stallion, and he thanked her. She wiped the sweat from the base of her pink mane and dragged herself over to the musty couch in the center of the room, dropping onto it like a dead weight. Exhaustion overwhelmed her, encased her, seeped its draining tendrils into every pore of her body. She was mentally fatigued from forcing herself to understand the piping system and immediately applying that knowledge. She was physically tired, not having slept since she started her shift downstairs so early in the morning.

There are no clocks here.

The thought drifted through her mind but failed to register on any level. Her back ached from walking the orange stallion all the way from the control room to the dilapidated break room, her legs shaky from navigating their entire way here without allowing themselves to catch on a wire or a hose.

Gentle Butterwing was incredibly tired.

Dr. Atmosphere leaned against the door frame. It had been a very long time since any of them had slept, and the dryness in the doctor’s eyes stung. Even he, who had worked so many hours and become accustomed to the life of an engineer, a willful slave to the Corporation’s machinations, could hardly stay on four legs. His spiky grey mane was greasy and tufted, a catastrophe on his head. Waves of sweat seemed to roll throughout his body as he forced himself to stand still.

Hide Atmosphere was incredibly tired.

Gauge’s constitution had returned to him, but the after-effects of his breakdown clung to the stallion’s body. His eyes were strained red as if the very sight of light were acid to his vision. The coffee helped dispel the awful chill that permeated him, but could not entirely remove the coldness that gripped his bones tighter than death’s own claws. He could hardly move. His internal torment had sucked the energy from his body and rendered him incapable of lifting a hoof. His mind raced, however, about meaningless thoughts and panics and anxieties that he knew didn’t apply to him yet threatened his being all the same. A deep anger burned inside him, furious at himself for keeping himself awake when he so desperately needed to rest.

Gauge was incredibly tired.

Dr. Atmosphere was the first one to speak. His normally energetic and intelligent voice was absent, replaced by a quavering and simple speech.

“Dash wants us to find those escapees, but all we can do now is wait.” He heard no reply, but the other two managed to turn their eyes to his. “There will be a commotion of sorts, I’m sure of it. It is out of our hooves. Perhaps Pipe and Contrail may be able to capture them, but I sincerely doubt that is within their capabilities.” Or their orders. “With any luck, whatever escape plan those failures come up with succeeds as well as their flight tests did.”


“Yes, Gentle?”

“We can’t fall. We can’t... We can’t fall, Hide. Don’t let us fall.”

The blood-red pony groaned, lifting himself from the doorway. He forced his creaking joints to carry him next to the mare, and leant in close, whispering. “I’m going to carry us to heights unseen, Gentle. We’re going to rise.” His head dropped for a final time and the green pegasus watched her supervisor collapse to the floor, shaking the table next to him. His snoring picked up, and lulled Gentle off to sleep.


Corona walked softly ahead of Cloud, careful to mask his hoofsteps on the hard metal floor. They were deep in the fog already, having found their way back with Snowflake’s directions.

“How are we even going to get into that awful room, anyways?”

“Open the lock,” the colt replied.

“Yeah, but how are we going to open the lock?” Cloud’s words were drenched with doubt. “Just kick at it and make so much noise it announces to every worker in the building where we are?”

“Well, if it comes to it, yeah.”

“Corona, you’re not thinking this through!”

The colt stopped dead, sighing. He held up a wing, halting the lavender filly as she absentmindedly went to pass him. She looked up at her green-maned friend, frowning.


“I don’t think you’re thinking clearly. You’ve got as far as the fact that what we’re doing could end up killing us, but you’re not thinking about how we’re dead if we don’t try!”

“...I-I’m sorry, Corona, you don’t have to yell...”

“Oh, Cloud, I didn’t mean to, you know that. But you need to start thinking more positively. I’m just as afraid as you are about this... I mean, a ghost? Really? That’s crazy, they don’t even exist! Yet here were are, walking down an aisle, to a screaming room, to hunt a ghost who’ll help us break a bunch of shattered ponies out of a jail floating in the sky who’ll then break us out of the Cloudsdale Weather Corporation before we get mushed into a fine rainbow-y paste. There’s a lot of things that didn’t exist yesterday that do now.”

“You’re delusional, Corona. There’s got to be something concrete in that room. Something physical that will actually help us, not some ethereal concept that’s been trapped since the beginning of time. You always run ahead, too fast to stop, without thinking about things.”

“And yet, if I hadn’t done that, we’d have been caught by those workers and possibly be some steam running an engine right now. You don’t need to live life with cynical logic.”

“And you think that this is all perfect and sunshine and will turn out completely okay?”

“Of course not. I’m an apocalypmatist. I know the world’s going to manure but I’m doing what I can about it, and I’m gonna be happy anyways. I can’t change you, I know, you’re going to worry and mope about everything, but it’s gotta get done so I don’t want to hear it from you.”

Cloud Cover stepped back, hurt. “But, I don’t-”

“I know you don’t, but I’ve had enough of your negativity! It’s not helping! Just stop!”

The filly looked down, and started walking again. “A-alright, Corona... I’m just worried is all. Let’s just get out of here so we can never see each other again.” “No, don’t, ugh. I’m sorry, Cloud, I’m worried too. Let’s just get out of here so we can be happy again, how’s that sound?”

“That... that sounds lovely. Okay! You’re right, it doesn’t matter what we do, as long as we do something. Let’s get at her!”

“That’s the spirit! Now, c’mon, Cloud Cover, let’s march. On a one, a two, and a three!”

The pair looked straight ahead and began a quiet march deeper into the fog. At least, they would have, had Cloud not tripped over something heavy on her second step and collapsed.

“Well, I tried,” Corona rolled his eyes. “Get up, come on, we don’t have time for th- what?”

He flapped one of his pale-orange wings, clearing the fog in front of him. On the ground next to the purple pegasus was an adult worker, completely unconscious. As Cloud pressed herself up she pulled her hoof away in disgust, pulling a strand of coagulated blood with her. Corona prodded the white labcoat with his wing. There was no response.

“Is he dead? Was that me?”

The colt leant down, cautiously holding a leg against the still body, ready to jump back at any movement.

“W-well... he’s cold. I dunno if that’s from the floor, but.... How did he get here? He wasn’t here before.”

“... Oh Celestia. Oh Elements above, yes, yes he was! Corona, it’s what my hoof hit! I.... Oh, no no no, I killed somepony!”

Cloud Cover fell backwards again, kicking herself away from the corpse. She sobbed and shrieked, desperately trying to remove herself from her own actions. She glanced at her hoof, the tiny spot of blood dried and stained on her fur. The filly froze as the blemish caught her eye. I’ll never be able to get that out. It’s going to be there forever, even if the blood is washed away. There’ll always be that spot in my mind. I will be haunted by this, even if he would have been the one to personally kill me. Nopony deserves to die, not even those who believe some do. What have I done?

“You didn’t kill him.”

“You don’t know that! I know I kicked something when I was flying!”

“He’s been trampled, Cloud, or something. Unless for some reason he just has hoofprints manufactured into his chest, someone ran over him. And we flew back, remember?”

“But the... crack to the skull! The blood pool!”

Corona grimaced as he turned the stallion over, poking and prodding at the body with shaking legs. Struggling not to gag as he examined the body, he shook his head. “There’s a bump on his head with a little bit of dried blood, but... nothing that would have even knocked him out. A pony can take a baseball bat to the face, Cloud. A single hoof wouldn’t be enough to bring him to the ground, especially not a light filly’s. It wasn’t you.”

“Well then what knocked him out?!”

“Get a hold of yourself! Maybe he tripped! Maybe he... hello, what’s this?” The colt reached under the corpse, dragging a canvas bag out from underneath him. It was filled with oats and a large jar of water, as well as a set of keys. Corona sat down and breathed in deeply, inhaling the heavenly scent of the food before him. “Fooooood. Yes. Good. Nevermind why he got knocked out, he has food, and I have never been this hungry in my life.”

“...Well why did he have food!? What the bloody Tartarus is going on?” “Stop asking questions, you have a full meal and no blood on your horseshoes. Well, metaphorically, anyways. Let’s count our blessings and get on with it. Take a look at these keys, see anything that’ll help?”

Cloud caught the tossed keys with her teeth, spitting the rusted metal out with a gag.

“Ugh. Well, one of these looks like a padlock key. Actually, a few do. We can-- hey!” “Mmft?”

“Stop eating! Let’s get to that room and close the door behind us. If it’s a trap, we’ll be dead anyways. If it’s not, we’ll have plenty of time to sit down and eat. Make sense?”


Stepping as far around the dead body as they could manage, they carried on. Corona carried the feedbag and Cloud the keys, searching for the glorious end to the fog and dreading coming across the Main Theatre Room again. There was no more marching, only quiet contemplation about the stallion they had left freezing on the floor. That stallion might have had a family. I didn’t even see what he looked like. Maybe he was just young, just started. Cloud Cover shook her head, trying to dislodge the thoughts, but they persisted. He’s going to die here and no one will ever know that he died here except the people that won’t care about it, and, and, and... and. And so will I if I don’t get out of here. Corona’s right. There’s no place for negativity when it’s already surrounding us. Okay, let’s just get this over with.

Her mind paused when she bumped into the pegasus in front of her. Corona had stopped again, and after a moment Cloud registered that they had finally met their mark. “...Hello?” The filly tested.

The agonies and pains of a million lost foals did not answer back.

“Well, that’s a good sign.” She stepped forward, the keys in her muzzle, and craned her neck to insert it into the padlock. It entered smoothly, dropping the lock with a hollow kachuck that echoed down the halls. Corona stepped forward, next to the filly, and they looked at each other.

“On three?”

“Let’s just do it on one.”

He nodded and together they reached up, pressing down on the chain and pulling it out of the massive steel doors. They stepped forward together, forcing the huge gates open enough to allow themselves access before slamming the doors shut again. The two turned around, panting, and slid down the door together, resting on the floor. In front of them there was a ghost.

Chapter 3

Corona and Cloud Cover walked softly into the massive room they found themselves in. The Main Theatre Room was vast, dark, and incredibly empty, save for the horrifying vision on the far wall. Dim, grime-covered lights cast a faint red glow about the object.

It was a machine. Rusted and broken scaffolding hung precariously above a giant maw, its shape an inverse-pyramid stained black with Celestia-knows-what. The contraption was ancient and outdated, the body a simple cube housing whatever mechanisms it needed to perform its mysterious duty. Olive green paint flaked off in sheets, and only the faintest outline of the Corporation's logo could be seen plastered dead centre. Cloud Cover shuddered at that ghastly image of the three smoke towers. The wings that burst from the outside stacks frightened the filly, and glancing back at her own she recoiled from the appendages. Six empty vats sat before the machine, and even in the obfuscous room they shone brilliantly, a peaceful rainbow that mocked the foals with its delicious irony.

Immediately above each individual container hung a huge hose, frayed and sagging from decades of neglect. Corona gasped, jumping back and kicking at something Cloud couldn't see.

"What're you doing?"

"Sk-sk-sk-skele-skeleton! Bones! Pony b-b-bones!"

The filly stopped, her heart following suit, and a cold sweat broke out over her body. The room was incredibly hot and musty. The stench of sweat and feces assaulted her nostrils, turning her stomach. Bracing herself, she leaned low to the floor and squinted, piercing the darkness as best as she could. The ground was rife with bones both decayed and tainted, their owners long forgotten without anyone to ever know who they were or how they died. Cloud Cover swayed, her stomach threatening to empty what little contents remained onto the clouds. She closed her eyes, imagining a cool and happy place. I remember the field trip to Manehattan. That was awesome. Doing loops around the Empire Stable Building. Seeing the Statue of Harmony. Just... relaxing with friends and not worrying about surviving the next day. This is all just a dream. Cloud opened her eyes. A hollow skull stared back at her.

"Buck. Ugh... Corona, what are you doing? I can't see you."

"Looking for a light switch so the monsters don't seem so scary."

"I think I prefer having trouble seeing them."

"It's the unknown you're really afraid of. In the light, we can see and understand, and maybe life won't be as scary."

The thought struck the purple pegasus and she nodded before remembering the colt couldn't see her and spoke aloud.

"That's... really profound, actually."

"This might be it!" Corona grunted as he hefted a huge breaker up. It sparked and smoked, causing him to flutter back in shock.

Silence reigned for a minute, until a minor hum began in the distance and grew louder until it seemed to echo. Almost all the lights flashed and burned out immediately, but two or three held their filaments. Cloud Cover stumbled backwards, blind, recoiling from the horrible shapes that imprinted onto her vision. A demonic figure stuck with her eyes, its arms open, beckoning the filly closer. No matter where she looked the demon shimmered dead centre in her sight, laughing at her, until her vision returned and the evil shadow faded away.

Looking up, she shrieked, kicking herself backwards into a pile of dead foals. She screamed again, tumbling around the remains until she lay flat on her belly, cowering, hiding her eyes. Corona had simply passed out at the sight. There was no demon.

Suspended in chains, her wings wide open and wrapped in twine, held only by cold metal around her forelegs and upper back, hung a fully grown mare. Her mane was incredibly long and practically silver with grease and dirt. Her fur was caked in a thick layer of soot and rust, hiding her cutie mark.

As Cloud Cover risked a single look, she locked eyes with the mare.

The mare smiled.

Cloud Cover fainted.


"What the Tartarus do you mean, you can't find them?!"

Gentle cringed from the cyan mare, yet kept her eyes locked. "I'm s-s-sorry, Ms. Dash, they were in the Power Room and then t-they just... weren't."

Rainbow Dash hung her head low, pacing in front of her desk. "I... uh, sorry. I've always had a bit of a temper but I shouldn't take it out on employees of the Corporation. This situation brings back bad memories. Very, very crappy memories, and I- I'm being stupid, nevermind."

"R-Rainbow?" Gentle tested, tilting her head up just the slightest.

The manager tensed, turning back to the pink-maned pony with a glare. After a deep breath, she relaxed, and smiled. "Yes, Ms. Butterwing?"

"N-nopony has explained exactly what happened, but they all talk about it to the point where the knowledge is kinda... uh... necessary. M-m-maybe you, of all ponies, might be willing to discuss?"

The aged pegasus was silent. She sat down at her desk and eyed Gentle, those rose-coloured eyes so full of pain and confusion. Something's at war inside her head, she thought, like two concepts that can't co-exist. Brilliant. Hide loses his marks and I get to be the schoolfilly who tells the principal- only in this case the principal strikes me as a psychopath.

Oh Celestia, it wouldn't surprise me if she could hear me think or something. Bunnies. Robins. Bluejays. Happy looking clouds. This isn't workplace appropriate. Higher efficiency in hail seed transmission lines via hijacking of the air-conditioning system, use the superfluous power supply to boost production on snowflake templates. Increased production on the automatic end allows for transferral of physical labour force to icicle inspection department, who in turn can finish the monthly quota three days ahead of schedule. Oh sweet thunderhead she's still staring straight into my soul. Icicles are predetermined and an excess is not required. Extra time off for the crew. Employee morale increases tenfold. Worker production overall increases. Why isn't she blinking? She's just tapping her hooves staring at me and I should probably blink too and back to engineering just in case this is awful what's she doing a simple no would suffice production increase of around a single percentage which allows us to begin controlling weather in unexplored grounds. We could tame the wild and return to the birthplace of Private Pansy. Imagine the honour.

Gentle blinked, shocked at her own panic-induced epiphany.

"We could connect Cloudsdale to its ancestor's roots under the Corporation's name, resulting in a massive cultural boom with economic bonuses, by changing the routing system of the hail-seeds."

Rainbow Dash flinched. "I- what?"

"Well, by- I'll write up a report later. There's a lot of stuff in this facility that can be improved that would re-write Cloudsdale's future with the C.W.C. as the ink."

"The technology involved," the greyish-maned mare spoke slowly, calling back her earlier conversation with Dr. Atmosphere, "is state-of-the-art."

"Oh, well then, fine enough," Gentle conceded. She's right, but with a little investment "˜state-of-the-art' could be more obsolete than weapons in Equestria.

"But I like your thinking, though. I'd like to see that report if you can get around to it. Thinking about the company. I like that. Sit down, Gentle."

The green mare did as told, her train-wreck of a thought process halting completely. The slightest feeling of victory danced in her stomach, but Gentle did not allow that to show. She would have to celebrate later.

"So... "˜The Incident,'" Gentle inquired. "I've heard something about a bunch of failures getting loose and the security break that inspired all the renovations. That's about all I know."

"I murdered my sister."

Gentle smiled lightly, her eyelids fluttering uncontrollably.

"In cold blood. Well, no. There was a lot of anger. She failed the test, and I had trained her personally. I trusted her, you know?"

Gentle continued to smile, staring off into space.

"I used to defend those I loved and would always put them before myself... Until she ruined everything. To so selflessly defend everyone I ever loved or stood up for.... It was never repaid to me. Not ever. Sure, my friends would be nice and helpful and supportive, but when it came time to put myself before them, suddenly they were busy or I wasn't worth it."

Gentle nodded softly, the kind smile still on her muzzle.

"So of all ponies, out of any pony there could have ever been, the one who I loved the most, trained the most, and gave the most, she had the gall to throw it all away and let herself become useless. Useless to the Flock, to the Corporation, and most importantly, me. My sister--well, she wasn't really my sister, but pretty much everyone considered us to be anyways; we were that close, but whatever-- she failed me."

Gentle continued to blink chaotically. The smile began to falter. "And so... I switched loyalties. If it were so easy for everyone else I ever knew to switch loyalties that seamlessly and without regret, then why couldn't I? I pledged to protect and foster the Cloudsdale Weather Corporation. It's the only entity that has never let me down as long as I've cared for it."

"You murdered your sister."

"I murdered a failure!" Rainbow Dash slammed her hooves on the desk, kicking her chair back as she erupted. "My sister will live on in my mind as a memory of that perfect pony who'd never let me down! The failure is dead! My sister's alive, up here!" She knocked her skull several times, emphasising her point. "Is there anything else you need to know, Gentle? I've given you the why. Perhaps the how?" I'm more inclined for the "˜what'.

"N-no, Ms. Dash. Thank you for informing me. What shall I inform Dr. Atmosphere about regarding the failures?"

The cyan pegasus turned away, walking towards the rear of her office. "Tell him to prepare the elevator and a Pegasus Device. I want those failures to come straight to me, and I want a device warmed up just for them."


"It's been so long since I've had a friend to talk to."

Cloud Cover shook violently. The horror and disgust that rose in her stomach berated her, physically trying to escape her body. The mare swung gently on the chains in some unfelt breeze, causing the twine to tug at patches of feathers it had missed. Her voice was childish and raspy, devoid of any sense of maturity, but the mare enunciated well and her words carried across the Main Theatre Room.

"I used to have these great friends, friends who helped me learn who I was and friends who helped me become who I would have been. No one app.. appre... gives thanks for their friends. Friends are cool. Are you going to be my friend?"

The dialogue stopped, and Cloud Cover could only hear the light squeal of rusted metal move as the mare swung.

"I think I'd really like a friend. You haven't hurt me yet so you're a friend. I didn't treat my friends that well. I acted like they annoyed me when I really loved them so much instead. Now I feel bad for that. I wonder what my friends are doing now. They probably don't think about me. No pony thinks about me. That's why I'm down here, so no pony will ever think about me again."

"I'll... I'll think about you!" Cloud gasped as Corona stepped closer to the creature. The colt was obviously terrified but there was a sincerity in the mare's eyes that drew him close. "I'll think about you and I'll be your friend."

"Oh, that's cool. That's awesome." She turned to Cloud. "What about you? Will you be my friend?"

The filly sighed, stood up, and walked close to Corona. "I... yes, I will be your friend."

The mutilated pegasus sobbed once but smiled again immediately after. "I have friends again. Just like the old days."

"...Are you a ghost?"

"Cloud Cover!"

"Not a ghost. I am a pony. A pe... pe... pe..." "Pegasus?" "No, I'm not a pegasus." The mare shook her shackles, and the twine bounced and pulled at her wings. "Not a pegasus. I am a p... pestilence to our race, they call me. And so they keep the world safe from me, a purposeless monster."

She tugged apathetically at her binds as if they were a part of her, her expression blank and accepting. He voice was flat, monotone, like she was commenting on life from a third person view. "I guess I am a ghost, actually. That's neat. I like that. Being a ghost is fun."

Corona's revulsion faded in a snap. This is just a child, he thought. Her body is full but... she's younger than Cloud or I in her head. What did they do to her? The foal turned to his friend, whispering his concern in her ear. This mare was no monster. Cloud Cover looked upon the prone body, and the hideous image changed in her eyes. Broken, hurt, abused, purposely tortured by the Corporation for a reason that was no longer apparent. The filly gazed at the soft eyes and warm smile that beamed upon her. Instead of a demon, the pony was a shadow, a shell, a faded image of a life once worth living. Cloud began to cry.

"W-who?" she sobbed, unable to see the figure any more. "Who are you?"


The mare choked, and her innocent smile shattered. Her whole body, smile and everything, sank low.

"I don't know. I knew, once. Then I forgot. They wouldn't let me remember me because the old me was bad. Very bad. Bad for pegasi, bad for the Flock. Praise the F.... no, no praising. I'm not part of the Flock any more. I was exiled."

"Is there... any name we can call you? Anything that sounds like a name to you? What's your cutie mark, maybe? That'll help."

The bound pegasus craned her neck, attempting to view her flank without twisting in the barbed wire. Whatever image may or may not have been there was camouflaged by a lifetime's worth of dirt. The fur was crusted and rank; it would have taken a pressure washer to reveal the mark underneath. She turned back, somehow managing to shrug apologetically despite her unique position.

"No mark... oh well. It's probably just something about being tied up. Rope or cuffs perhaps. It's missing, along with my memories and my purpose, my name is missing."


Cloud Cover frowned, thinking hard. One of the many books she had read when neglecting flight practise had been on the history of the Alicorns. Their language was almost dead, but a few historians--as well as the alicorns themselves--had managed to compile a dictionary to help educate foals and rebirth the forgotten tongue. Celestia meant sun, and Luna meant moon. This mare is Missing. Missing... which was... Think, Cloud Cover, if you can do one thing, it's think!

"Absentia!" she burst, jumping in her excitement. "It's... not much, and it's not got the best connotation, but it's a name. What do you think?"

The mare shook in happiness. "I have a name! I have a name! That's the most anyone has given me in a long time. Thank you, friend." Absentia smiled so wide, her eyes almost disappeared. "But one name isn't enough. What's yours?"

"Well, I'm Corona, and that's Cloud Cover."

"Lovely names. I love them. Names are wonderful. Now, why are you here? No one comes but the caretaker, and he doesn't speak to me unless it's mean or hurtful."

"We're here because- sorry, did you say caretaker? Stallion, with a labcoat?"

Absentia's face scrunched in concentration. "That sounds like all the workers. So maybe? He keeps me fed and takes me for walks." She flexed a leg, showing off a measly amount of muscle. "I'm not allowed to starve or lose my strength. I have to walk around the factory once every couple days. It feels nice."

The foals looked at each other in disgust. "They... walk you? This is revolting! Unbelievable! No matter why, no creature on this planet should endure this abuse! Corona!"

"Yes ma'am!" The colt snapped to attention, shocked by his friend's sudden conviction, and stood tall.

"Go break that lock over there! That one by the breaker switch! We're going to get Absentia down, and we're going to sit down and eat and recover and find out just what the flock is going on in this desolate pit."

She launched, spiraling around the mare until their faces became level. "Am I going for a walk? We went yesterday. Today isn't a walking day."

"Absentia, I am so, so sorry, but this may hurt a lot. I'm going to get the wire off your wings, so you can fly. They may snag you, but I'll try my best. Understand?"

Her strained and bloodshot eyes filled with tears. "Flying... It's been so long since I've flown... It's worth any pain to fly, even if for the last time. I want to soar..."

"That's good, Absentia, focus on that," Cloud Cover reassured the other, cringing as she slowly ravelled the twine up, peeling it off the feathers. The blackened pony whimpered, and Cloud spoke again.

"Just tell me about flying. Tell me about how badly you want to fly and what you remember of flying."

"I remember... gliding. Looping. Tricks and thrills with others from... the academy. I don't remember anything but flying. Luna, it's wonderful. Bliss. Like swimming in cold silk and breathing real, fresh air. Without flight I am nothing! I am nothing now because I cannot fly but soon I will fly and I will not be nothing. I will be something, because I will have that, and they won't be able to take it away f-OW!"

"Sorry. Almost done. Keep talking."

"It hurts, but this pain is worth it. I'm getting something back for it. I deserve the reward and so this pain is necessary and good. Flight. Flight. Fliiiight."

Absentia repeated the word over and over, tasting it, feeling it roll off her tongue, experimenting with inflection and accent. She spoke louder, the word bursting from her muzzle in an increasing shout as the agony and excitement flared within her. Cloud Cover removed the last curl of the wire and signalled to Corona. Nodding, he turned away from the clasp next to him and bucked it, bending it. Driven by the filly's sudden ferocity he started a quick rhythmic beating on the buckle, panting as his young legs made little progress on the metal. Slow down, Corona, he thought, power and control is more useful here than speed. He paused, breathed deeply, and looked down between his legs. He lifted a single hoof, aiming it with more care than he'd ever taken in his life, and kicked. The lock burst apart and the chain previously fastened below whipped up at incredible speeds, skimming his mane hard enough to cut it. Absentia plummeted to the floor, landing so hard the cloud floor erupted around her.

"Ab-Absentia? Are you okay?" Cloud Cover leant in close, peering through the slowly-fading mist.

A silhouette emerged from the mist, standing strong and proud. Its wings furled and unfurled, testing, stretching, each feather twitching in succession in a glorious display of revitalization.

"I am better than okay. I am wonderful. I am no longer held still by the Corporation. Is that food? Food is a good idea. Can I have some food?" The foals looked at the feed bag splayed on the floor, the grains slightly spilled. They turned back to Absentia.

"Well, uh, yeah?"


And she dove into the bag faster than C.W.C. Premium Class lightning bolt strikes.


Contrail sat on his haunches, rocking back and forth, giddier than a foal in a confectionary.

Pipe Wrench sat on his haunches, surveying the damage in front of him. The lower factory was in shambles. Electric wires swung haphazardly, sparking randomly and occasionally sending a blast of power down whatever metal it could connect with. Steam escaped from fractured pipes, superheating sections of the hallway. One particular line was leaking, the liquid thunder pouring menacingly in front of the two.

"I want to touch it. It's shiny and blue and like me but radioactive except Hide always says I'm radioactive, HAH! Hehehe. Like nuclear power. Uncontrollable. Constant and unlimited. Heh, ahaha."

Despite his high energy, his laughter had slowed, along with his voice. The incredibly long hours and chase had gotten to Contrail, and his eyes drooped, the only voice of truth about the stallion's body.

"M're like a bomb," Pipe Wrench grumbled, "one r'dy t' go off a' any s'cnd. S'g'd t' have tha' energy, th'gh. G'nna need it t' fix this."

The ceiling groaned, a bellow from their sick child, and the hallway started to vibrate. Pipe Wrench froze and, amazingly, so did Contrail. The metal in the walls started to resonate as the groaning noise grew louder. The facility complained incessantly until a small water transfer pipe popped, springing a tiny leak which managed to silence the cacophony.

"Heh, that wasn't so bad."

As if challenged by Contrail's commentary, the roof collapsed, dropping a set of scaffolding from the floor above onto the destruction below. Dozens of new pipes exploded, adding to the chaos and hazard.

"Nope, not bad at all. Heh. Heheh. Aww..."


The three prisoners huddled around the feed bag, slowly munching on small hooffulls of grain. Despite all that had happened, they sat back and relaxed. Relief flooded Cloud Cover's body, emptying her mind of all the worries and doubts she held before. For the first time in days she--as well as the other two--felt totally at peace.

They had all eaten relatively little earlier and then, exhaustion having saturated them, fallen asleep. For how long they were out Cloud couldn't tell, but she didn't care. They had managed to sleep without getting caught, and that was all that mattered. Fully rested, they indulged themselves in the provisions, eating in silence so as not to waste any valuable time by talking.

Now, the trio lay back, patting full bellies and burping with great satisfaction. For Cloud Cover, the tides had turned and no matter what they were up against, they were now on the attack. She rolled over smiling, formulating a plan. Fantasies filled her thoughts, fantasies of the factory falling to a billion pieces, of the workers all plummeting from the sky. Celestia reprimanding the managers, sentencing them to fates worse than the death they had caused. All of the ponies of Cloudsdale, the glorious Flock, welcoming back and accepting the three as heroes of their race. All they had to do was escape.

She bolted upright and smacked her face.

"Leave the dreaming for later," she sighed, getting to her hooves. "We don't stand a chance just yet."

Corona jerked himself awake, frowning bleary-eyed at the filly.

"Wassamatter? You were so set on blowing this place to smithereens, and now you're moping again."

Cloud scowled at him, shaking her head. "It's not that, you dolt. I still am, but... we have no idea where we really are, or how to get out of this level of the factory anyways. We've got nobody who knows where to go."

Absentia perked up from her grains. "I know this place like I know my shins! I can help, I can't wait to help my new friends. Helping is nice and that's what friends do for each other. I also like walks. They feel good and give me something to do. They're fun. Where're we going, anyways?"

"Well, uh," Corona stammered, slightly shocked that the mare hadn't picked up the concept of their goals yet. "We're going to get out. Like, leave this place."

"But the door's right over there. You don't need me for that, silly!" She laughed, her voice cracking with foalish innocence.

Cloud Cover couldn't help but smile at the joy on the blackened pony's face. "No," she chuckled, "like, the whole building. We're going to escape!"

Absentia froze and her grin dropped like a rock.

"Escape," she mouthed, her eyes wide in wonder. "What a lovely word. It sounds so familiar." She blinked rapidly, allowing the concept time to permeate her head. "I know! I heard it after I got off the leash one day and they brought me back. I was really close to the exit sign, too! It looked pretty and I wanted to see it. Escape," she muttered again. "Every time I tried to run from someone, that's what they called it. When I ran from my caretaker to the sign they called it escaping. When I ran from Dash to the world outside they called it- oh Celestia."

"Who's Dash? Absentia? Did you remember something?"

"I... it's foggy. I don't know why I... but I needed too... but why from Dash? Dash is the greatest. She's so awesome. I'm so proud of her, too."

"Absentia," Corona edged in, waving a hoof in front of the nostalgic mare. "Who's Dash? Why are you proud of her?"

"She's just the most amazing pony in Equestria, is all. And she has a well paying job! She manages the rainbow fact... or... y." She looked up slowly, her warm smile slowly morphing into the biggest expression of anguish Cloud Cover had ever seen. In an instant, she was shrieking and crying, rolling on the floor.


"For Luna's sake snap her out of it, Cloud!"

"I don't know what's going on! C'mon, Absentia, it'll be fine, it'll be okay. You're fine now, you're okay, you're OW!"

The filly flew onto her back as the flailing mare struck her. She shook herself and got up as soon as she could, turning just in time to see Corona clenched onto one of Absentia's forehooves, holding on as if his life depended on it.

"Quick! Grab the other one! Calm her down!"

She leaped onto the leg, wrapping her small body around it as it beat her into the solid clouds. She managed to stretch her head over Absentia's, cooing softly to the mare.


"Shh, shh, it's alright, your friends are here, no one is trying to hurt you. It's okay, we're here for you, take it easy, deep breaths..."


"Absentia, there there, we're going to take you to see more friends. Dash isn't here. She's not here, Absentia! Everyone is gone but us. But it's okay, we have more friends somewhere close, you just need to calm down! It's ok- wha?"

Absentia had stopped moving and was staring deeply into Cloud Cover's bright yellow irises, lost, somehow managing to focus despite the tears. She didn't blink, only looked deep at the filly, never breaking her line of vision.

"Please! Dash, you were my sister..."

"Absentia, are you okay?" Corona asked cautiously, trying to draw the mare's attention. He received no response; the mare was catatonic, staring blankly and blinking, but mouthing words.

"Whatchu think, Cloud? She look alright?"

"Well, she's stopped crying. That blank smile is on her face again. I think we should bring her to the power room. Maybe being around uh, "˜friends' will help her recover."

"Oh... So we're just going to carry a full grown pony on our backs through a mysterious and possibly trapped hallway, where at any moment other ponies trying to kill us may jump out and bark at us or something, and then go back into a room that is almost definitely a trap waiting for our return, and break out a bunch of mentally challenged and frail failures to help us take down a system that has built itself around the very concept of crushing resistances like this in the first place."

"Don't forget that half the route to the power room is destroyed, so we'll have to find another way."

"Brilliant. Just brilliant. And you used to be the pessimistic one." Corona sighed, grabbing one last hooffull of grains before leaning sideways, lifting Absentia's haunch and sliding it onto his back. "I remember that at around this time of the day, if I'm even right about what time it is right now, I'd be eating a nice bowl of cereal and watching cartoons with my parents. Now I'm hauling a mare through a building designed to murder me. Fun times."

"You're starting to sound like me. Now march, mister."


Gentle sat in the main chair in front of the viewscreen, quietly panning the cameras below, deep in thought. Beside her, Gauge relayed messages through the loudspeaker, changing pressure systems and re-routing fluid movement throughout the entire lower factory, helping the assembled group of workers below isolate the damaged sector so they could begin repairs.

"˜Suddenly they were busy and I wasn't worth it'... That poor mare. I know all about that. You put your heart and soul into helping others and they crush you with a lack of appreciation. But they act nice to you and say kind words, and because they inflate your ego you think they're your friends. And you continue to sacrifice everything you build for yourself just to see them smile. True friends help each other.

"Yeah, it looks like the major water line behind the wall's been fractured from a separate explosion. There's no other spot along that line that's reporting a drop. Try uh... Oh, flanksweat, I don't know. We need that particular pipe patched or we'll lose up to thirty percent cloud production by the end of the week. Cut the cloud wall if you need to."

The orange stallion leaned in close, listening to the muffled voices coming from the speaker by his screen.

"It shouldn't be teflon infused, just... grab an air torch or something. I don't care. Just get it fixed. Moving on... Okay, that pipe is liquid thunder. Let me just reverse the flow and send it through the auxillaries. Oh, manure, we've got steam running through those ones already. Uhhh..."

The Corporation has never let me down, either. It's been tough, sure, and some days the work has been brutal. But it's been consistent. I've never seen any other company have such a high retention rate, ever. They treat you right here. They show you your importance. They keep us from falling. They-

Gentle paused her mindless scrolling, raising up a bit in her seat.

Who are "˜They'?

"Got it. Gentle, vent the chemical lines above the secondary power lead, will you?"

"When? Oh, ah, sorry. On it. Vent them where?"

"Just vent them, I don't care. It's just something we used to mix to clean the Pegasus Device, probably stagnant by now. Dump'em."

Gentle went through the actions, clearing the vent in an area void of workers--as far as she could tell from the screen, anyways--and watching as hundreds of gallons of some off-white sludge slid grotesquely out of the opened valve and through the grating hidden by fog. Satisfied it had cleared she closed it off and continued scrolling aimlessly. Right, who am I kidding. "˜Useless to the Flock, to the Corporation...' "˜They' would be the collective of Pegasi from Cloudsdale. This is the public's invention. Oh my alicorn, my tax dollars went to... keeping us safe. Keeping us proud. That's not so bad. It still feels wrong though, but I'm scared. We need to get these failures dealt with before it's too late. Just then the massive doors creaked open, overwhelming the computer room with incredibly strong gusts of wind before they slammed shut again. Hide and Rainbow Dash strolled in, mumbling heated words to each other.

"Any luck?" the rainbow-maned pegasus questioned, stopping mid-stride.

"Nothing. I can't find them anywhere. Even the fog is resting undisturbed. The destroyed section can't hide them, either. I have browsed every room with cameras available, and I've yet to see one undisturbed."

 Dash turned to Hide, glaring at his smirk. "Fine, go. Start it. The burden is on you."

"Thank you, Ms. Dash."


Chuckling, Dr. Atmosphere practically jogged out of the room joyously. "No, no, stop, wait, waitwaitwait- NO! What the Tartarus are you idiots doing? Don't route the steam through that junction! You'll blow the crystal generators!"

Gauge slammed his console, screaming into the mic at the workers far below him. The trio he watched on the screen froze, turning towards the sound of his voice. A radio crackled, capturing the worker's response.

"We have a complete rupture of the primary line and the secondary line is being utilized to divert water pressure off that valve! What more do you want from us?"

"Oh, come on, there's got to be a way we can..."

"Short of completely switching over the water lines with the liquid thunder lines, we're going to have to knock those crystal generators out. It'll be a big mess, but not as big as this if we don't get it fixed."

Gauge slid back from his chair, wiping his muzzle with a heavy hoof. "Ugh, fine. Then I'll switch those lines. Gentle, I'm going to need you to monitor all my actions as well. Those guys downstairs will be fine on their own," he added, speaking back into his mic. "Keep cycling the steam through those pipes until I finish. It'll keep you busy while I fix this, and out of trouble. Got it?"

"Understood. You better hurry."

"Alright, Gentle, set your screen to the junction room. The major transfers go through the Cyclone room, but pretty much every regular pipeline is routed through the junction room for emergency maintenance such as this. The room is a nightmare, though, so I'll need you to watch I don't do anything stupid. Okay?"

"Okay. Got it. I'll see you when you get there." The mare turned back to the television in front of her, her train of thought gone. She stared at the fog for several seconds, totally blank. "It's not going anywhere," she sighed, changing cameras.


Cloud Cover panted deeply, her knees shaking under the combination of weight from the unconscious mare and fear from the massive load of caustic liquids that had missed her muzzle by an inch.

Corona looked incredulously at the filly next to him.

"I think," he whispered, slowly bringing his eyes to the steaming hole that used to be the grating, "they might know we're here."

"M-maybe they think they got us with that?"

"Doesn't matter, I'd say. Carry on?"

Cloud Cover nodded and shuffled past the gaping hole with incredible care. They re-aligned Absentia on their backs and took off slowly through the thick mist. The facility was far from the dark and noiseless building it was when they arrived; lights blared in all the hallways and echoes of hammering wrenches and shouting workers bounced off every pipe and machine. Despite--or possibly due to, Cloud was unsure--the chaos, not one single employee of the Cloudsdale Weather Corporation happened to catch sight of two foals with a pony on their backs.

Simultaneously they stopped at the edge of the fog, leaning the slightest bit out to look for any sign of capture.

"I guess they're all behind us, fixing the mess. The power room is just to the left, about two hundred feet down," Cloud spoke.

"Should we make a run for it?"

"I think so. How about you, Absentia?" They glanced at her.

"Run... please, don't... fly, fall..."

"I think that's a yes."

Steadying the mare as much as possible, they kicked off from the ground at once and galloped hard towards their goal.


"Hey, wait, whoah whoah!" Gentle kicked back from her seat and smacked the control ball, spinning through a dozen cameras without slowing. "I think... There! Gauge, I f- oh, right, he's gone."

She turned around and gasped as she found her nose almost touching Rainbow Dash's.

"Augh! Hello. I found the failures. They're heading towards the power room. They were carrying something but I couldn't see what it was. Looked large and heavy, like an adult. Could be supplies, or possibly a hostage. The old factory workers did mention one of them didn't check in after the detonations."

Rainbow Dash narrowed her rose eyes, staring deep into Gentle's. "Well, I'm curious. Handle the situation, Ms. Butterwing. If I were not standing here, right now, if you had the control of this corporation in this room, as you do right now, and had no one to guide your actions, what would you do?"

"Ms. Dash? I don't quite follow."

"It's simple. I've had enough challenges to my authority today that by now I'm rather curious to see where your loyalties lie. Take. Control."

Gentle nodded slowly, sitting back down at the controls.

"Lower factory, we have confirmed sightings of the failures. Keep only essential staff cycling steam to assist Gauge. Everyone not required, move directly to the power room. The failures are now marked useless resources and must be disposed of. Don't get creative, just kill them." Her legs started shaking violently as the last sentence escaped her mouth. "Oh, Celestia, what have I done?"

Rainbow Dash knelt low and picked up one of Gentle's hooves with her own. "Does it feel wrong, Gentle? To order another equine dead?"

"Well, of course it feels wrong to, I just... why did I? I could have let them go, couldn't I? Right then?"

"Did it feel wrong, Gentle? Was issuing that order right now the wrong decision?"

"... No, it didn't. They're failures. It's best for the Corporation."

Rainbow Dash stood up and started walking towards the door. She smiled slightly. "Good girl," she spoke under her breath.


Snowflake burst up from the floor as the foals fell into the room. He pressed his bony face to the bars and managed to crack a massive smile. The image unsettled Cloud Cover, as if Snowflake's face had split. She shook her head and hauled Absentia deeper into the power room as Corona grabbed the keys off the computer console.

"You made it! And you found the ghost! Excellent day, a wonderful day indeed. Yes. Good. Alright. What now?"

"You kinda seemed like you had that figured out, when we last spoke."

"Did I? Interesting. I was kind of hoping the ghost would take lead from here."

"I need... upstairs."

Every pony froze, turning their heads to the restless mare on the floor. Corona glanced at Cloud before turning back to the door, his hoof resting on the key in the lock. Cloud shrugged and leaned low to Absentia.

"Hey, how are you? Are you doing okay?"

"I need upstairs. Now. I need to be upstairs fast."

"Well, that's our problem, Absentia."

"That's not my name."

The lavender filly blanched, taken aback. "You remember your name?"

"Yes. It's not important, though. It never was. Never will be. But that's not my name, remember that. Remember it so I don't forget again."

She swayed, struggling to stand on four hooves until Cloud helped her up.

"I remember more, too."

"Like what?"

"Like how to get upstairs. But I've tried in the past, and I need help. There's too many ponies down here, we'll need a distraction."

"A fight!" Snowflake stomped his hoof, beaming at the idea. "And a glorious battle it shall be! It's time we took arms and repaid these monsters for the abuse we've endured."

"Slow down," Corona urged, unlocking the gate and stepping back to let the prisoners out.

"Yeah, calm yourself. We need to make a plan, first and foremost. We can charge headlong at the workers, but I can't see that working."

"It won't," Absentia spat. "Take my word for it. Listen, we need to think. We need to realize this for exactly what it is."

"And what is it, Absentia?"

"It's a war. A war against... I don't know. Some imagined threat we look like, us feeble and broken ponies. A war we've been losing for over a thousand years, and one which we will continue to lose unless we do something about it. We need to fight back and we need to never stop fighting back and we need to fight back until we win. Do you understand? There is no more retreating. No more hiding, no more gathering back to regroup and do the same damn thing us failures have been doing for hundreds of decades!" She stumbled, dropping her bravado with a sniff. "I'm... I'm tired of hiding and I'm tired of accepting failure. I'm tired of accepting I am a failure."

The scrawny and pained pegasi gathered around Absentia. The fury crept back up onto her face like a shadow, obscuring her features save for the purple eyes that burned a hole into the cloud below. They sat, waiting, listening. Absentia rose above them all, her legs steadying into rigid pillars, and she continued to speak.

"We can run out there like the morons they expect us to be, or we can take the time to create a plan, an ult.. ulti... final threat. Whatever we decide to do will be the last chance we have. Management won't let us be an issue any more. Fool me once," she chuckled. "We're here to represent every foal to ever be brought here, in the past or future. That's why we're here. Not just to be killed! This is our claim to glory! The saviors of the children of Pegasi. We're soldiers, now, fighting on the front lines. We can never stop or back down! We've been broken for far too long and it's time to come back stronger than ever! If we fail, if we fail, we fail every scared and lonely foal to ever pass through those great thunderclouds! Do you understand?"

Slowly, one by one, every pony in the room straightened their backs and extended their necks. Snowflake puffed out his chest and Corona followed suit, causing a rippling effect of foals mimicking the action.


"For the foals!"

"For our freedom!"

"For the life you never had," Cloud Cover spoke softly, staring at the mare in front of her.

The room became silent again as Absentia turned her head and looked directly into the filly's eyes. A tear ran down the greasy fur, cleaning just the slightest patch of dirt from the bright orange underneath.

"And the lives you're entitled to live," she finished, nodding in appreciation.

The group surrounding her broke out into cheering and hoof-bumping, renewed with a sense of purpose once again. Snowflake was crying and laughing, and he walked up to Absentia.

"I've never had the chance to meet such a better ghost until now. These foals you see here follow what I say. I do not know why, but it sure is useful. You will have the complete co-operation of any of us to help." He moved over to Cloud and Corona, saluting. "I must thank you two for your bravery. Tonight shall be a good night, I just know it! You two will rejoin your family and friends. For the rest of us, well, our loved ones have learned to hate us by now. Tonight we will simply attain peace."

"Now then, Cloud Cover," Absentia called, turning to the filly. "You've seen the most of this place by now. I dunno if any of it has changed since I last broke out. What do you think?"

"Everything looks incredibly old and dirty, I don't think it's been messed with. Some of the workers are back by the damage one floor up, where that vent comes out." She pointed up at the broken ducting where she and Corona had first fallen through. "I'm going to guess that that computer over there controls most of the piping systems, because from what I've seen of these generators, they're pretty automatic."

"There was an announcement right before we made it in here," Corona added to the conversation. "They know we're here and most of the workers are coming to kill us. We probably don't have much time to fool around with complicated machines."

"Then we'll need to buy us some time. Anyone who feels they are strong enough, gather up. You'll need to rush the workers back to the damaged area. Cause enough confusion, and maybe they'll need to fall back to keep the broken pipes from causing problems. Anyone here know anything about computers? We'll need to hack into that one to cause some trouble."

"Hold up," a grey filly piped from a corner. "This isn't Applewood! Just because we're kids doesn't mean we're "˜hip' and know how to hack."

"...Right. Any computer experience at all, then?"

"Well it's probably password protected. We can't just reprogram it. I enrolled in flight school, not a technical institute."

"Oh for the love of Hydras. Anyone? Has any pony here ever touched an electronic?"

The group was quiet, looking about each other. A violent whispering was heard and after several seconds another dark grey foal, a colt, was pushed to the front. His cutie mark, a large joystick, seemed to shine in the green glow of the vats.

"I uh, I played a lot of video games."

Absentia ran a hoof down her face, groaning.

"Okay, well, you're right, this isn't a movie. Cloud Cover, you seem very good at noticing things. You stay here and work on the computer with..."


"Really? Whatever. Cloud, you stay with Elite and the other foals that might be able to help. Get that computer screwed up, I don't care what you do. Mess up the systems in any way possible."

"On it!"

Corona and Snowflake were together by the doors when Cloud's group started setting up at the computer.

"Hey, you take care out there, okay? If you get yourself killed, I'll smack your face."

"Likewise. Don't get caught or anything, alright? I'll be very upset if I have to rescue your flank."

They smiled weakly and looked down at their hooves.

"Well," Corona spoke, his voice cracking. "This is it. For the Flock, eh? That stupid phrase. What we always used to say before feats of bravery. Doesn't carry the same weight any more, does it?"

"For each other, Corona."

"For each other," he agreed. "Snowflake! Are you ready?"

"Troops have been assembled and we're ready for deployment, sergeant!"

"Er, right. Let's go! Grab anything heavy you can swing with your mouth! Let's knock those evil monsters back so these guys can get us out of here!"

The group roared and stampeded forward, blasting the doors open so hard the hinges bent, seizing themselves open.

"Right," Elite mumbled. "Let's take a look at this computer."

"ENTER COMMAND >", it displayed.

The colt typed the words "Self Destruct" and smacked the enter key.


"Ah, feathersticks. How about..." He entered "˜shut off'.


"This is going to be harder than I thought. Any ideas, Cloud?"

"Lemme try..."


"Aww, manure!"

Gentle punched her computer console, sliding her chair over to the junction room's monitor. In it, Gauge was carefully maneuvering around a spider's web of scalding hot pipes and bare electrical wires. Unlike the other ones, this screen was completely silent. The stallion had reached the section of conduit he had to rearrange and was dancing around, turning valves and disassembling lines.

"Gauge," Gentle shouted into the microphone, "The failures are rushing the workers. You need to get back here and help me handle this."

The stallion continued working, completely mute.

"Oh, for the love of Luna."

The mare bolted out of the room, leaving her chair spinning noisily. As the door slammed shut behind her, the radio crackled.


Corona panted heavily around the object in his mouth. It was some sort of large plier that he had never seen before. It didn't matter to him; it was heavy and he could hold it. He galloped hard with his head held low, looking dead ahead with a glare that could scare Cerberus. His hooves slammed into the metal grating, joining the echo of a dozen other stampeding ponies. With every beat of his hooves, drums went off in his head. Taking things slow may help, he thought, but sometimes faster is necessary. The cacophony of hoofbeats started reaching the workers, who began to look about in confusion. The scarred and grungy muzzles only served to infuriate Corona, and he pushed himself harder than ever, leading the pack of foals behind him forward with a mighty whinney out of the corner of his mouth. The workers started panicking at the shout.


"Aye Sergeant!"

"Are you ready?"

"I must expect I would be, Corona! Otherwise I doubt I'd be charging headlong into my uninterruptable doom, of course. Hah! How about yourself, comrade?"

"Well, I reckon I've spent my whole life in fear of the Flock's opinion and in fear of my own weaknesses. I've always believed that I was truly useless, a real failure."

"And?" Snowflake asked, picking up his pace to run alongside the orange pony. Corona glanced up at the workers. They now stood in a braced line around a select few that continued to work on the destroyed section of factory.

"There's no such thing as useless," he grunted, kicking his hindlegs against the ground so hard it propelled himself high above the first worker that came running up to him. He flipped deftly, bringing the pliers down with such incredible force that the crunch as it connected could be heard over all the shouts and battle cries. The moment he landed, his stomach flipped at the idea of what he had just done, and the nausea almost incapacitated him.

"Hehehe, hah! HAH! Pipe Wrench, you all right? Heh. Need a painkiller? That pain looked killer! Bahahahah!"

Corona swayed, staring at the erratic stallion towering above him. Despite the sky-blue pony's laughter, an incredible sadness worked it's way onto his muzzle. He started laughing more hysterically, stepping closer and farther from the grey colt before him. With a final howl, some demented cross between a wail of sorrow and the jolliest of chortling, he took off into the air and flew away, spinning like a bullet. As Corona whirled around to watch him, a hoof collided with his cheek, knocking him down to the ground.

"Ya think just cause that crazy coward runs away you've won? I got news for ya, colt, yer gonna die."

Corona cringed at the lab-coated mare before him. Confusion wracked his mind as she licked her muzzle, smiling at the failure before her. I dunno. This is strange... the sadness on that stallion's face. They're equines as much as us! Why can't we just figure this out? Why can't we talk it over? Surely we could reach a compromise, they've got to hate themselves for this.

"Celestia, I love the squeal when I snap a waste of wing's neck. I just love it!"

The mare reared, spinning her forehooves over Corona's head.

"Or not," he grunted, rolling to his left and pulling the pliers out of Pipe Wrench's skull and whipping them up as hard as he could. They slammed into the mare's jaw as she was inches away from Corona, blowing her over to the side at the last second. He scrambled to his hooves and dragged the pliers off the edge of the scaffolding lest one of the workers managed to grab them. He felt a set of legs wrap around his, hearing the snarling of the mare behind him. He started running fiercely, slipping on the metal grating and sliding in place. His rear hooves happened to slam into her face over and over, until finally her legs released him and she slid backwards, unconscious, off the scaffolding.

Corona turned and looked over the edge, watching the worker tumble and fall into the blackness below.

She did not open her wings.

His world seemed to tilt as the gravity of his actions came back to him. He began to walk slowly in the middle of the battle, miraculously avoiding every kick, punch, and swing of a wrench. Shrieks of pain issued from young and old as spatterings of warm liquid misted his face. Corona reached the end of the skirmish, looking down towards the Power Room. The sky blue stallion was at the mid-point, rocking back and forth. His sobs were quiet but they reached Corona like tribal drums in his ears. Behind him the struggle continued, his absence unnoted.

Snowflake was practically dancing to music only he seemed to hear, his movements fluid and beautiful as he fought. As he kicked one worker down, his tail swished elegantly up into the eyes of another, blinding them. He pirouetted, knocking the blinded worker over and using the repelling force to fall backwards onto the first stallion he fought, forcing the air out of his lungs. Various other foals fared differently. Some seemed to be expert fighters, holding off and even incapacitating the employees.

Others were on the ground, unrecognizable pulps instead of foals, yet every single one that could move still fought back. Not one of the failures had run away despite the overwhelming odds.

Corona continued walking until he reached the crying stallion. He hesitated, afraid of the worker, but decided it was worth the risk.

"H-hey?" he asked, tapping the pegasus. He turned with bloodshot eyes and looked Corona over before burying his face in his hooves again.

"There's nothing funny about any of this!"


"There's nothing funny. Nothing to laugh-heheh-about. Pipe Wrench is gone, just gone, and he did nothing wrong. Nothing, hah! His whole life he's devoted himself to just working hard and keeping everything running smoothly for everyone. First he gets beaten to a pulp-haha, Pulp Wrench-by a rogue worker, destroying his speech entirely. B-but he worked through it. Old, bitter, yeah, but can you blame him? This was the only job available."

"Hey, uh, I'm... I'm sorry? I didn't mean to ki- oh sweet Luna, I've killed a pony." Corona dropped to his knees, falling against the stallion. "But... he's one of you guys! You've all taken part in this! We've got to take you down." The absurdity of his situation struck him and Corona inched away from the pony, eyeing him suspiciously.

"You deserve this!"

"We... deserve this? Me, maybe. I build that god awful device upstairs. Well, I designed it. Hah!"

"Which one? And who are you anyways?"

"Contrail. Nice to meat you. See what I did there? Meat! Like you did to my friend! Hahaha!"


"Sorry. I've... I've got this horrible headache, and Pipe Wrench is gone... and..."

"Well, like he should be," Corona spoke, his words succinct. Contrail observed the colt incredulously, frowning.

"You know nothing! You can't even begin to think about what you've all done! You've ruined this facility! You've screwed up production for weeks! Aha, ahahaha, hahahah! A production schedule that all of Equestria relies upon! And worst of all you killed the greatest stallion this kingdom has ever known!" He shook with rage-or laughter-but didn't raise a hoof towards the foal. "Pipe Wrench was a pony just like you or I! He had a family a long, long time ago until the Corporation promoted him and he lost them forever! He's been beaten and insulted and broken down a million times, and he's only ever tried to be nice and serve the Flock. But because of who employs him, this means his life is worthless? It means that death is owed to him? Who even are you? What do you even know?"

"He deserved to die as much as any of us failures do!"

Contrail closed his eyes, sighing.

"So what does that make you compared to us?"

"I- wait, what?"

"Why are you fighting us, kid? Why are you murdering my co-workers, ponies employed as per the will of your parents and their parents before them?"

"Well, how can you defend yourself? You know what you've done, what this whole company has done, and for how long I have no idea! How can you ever possibly think this is right?"

"Because it was approved by a public vote when it all started. Heh, nobody know's anything! It's delicious ignorance, hahahah!"

"...Horse manure! No pony alive would ever agree to such a concept!"

"You're a Pegasus, colt! Don't you know your roots at all? We were a race of mighty fighters. We fought the Gryphon army back a dozen times before we even helped found Equestria. It's in us all to be perfect, precise, pure, peerless, paradisiacal, palomino, picked a pickled pepp- ahem. Flaws get you killed, don't you know? You must, surely. Every pegasus thinks it, it's practically one of our first common thoughts. Imperfection is a death certificate. Don't lie, you can't lie to me, heehee! I've spent a huge chunk of my life lying to myself and I know how it sounds. Tell me what you think when I say the word "˜failure.' Don't lie, failure, because I'll know! Ahaheehee!"


"Tell me, you pitiful waste!"

"I feel anger and hatred and fear! Pure disgust at the thought of it all! But that's not because we're pegasi, that's because you've all taught of society to preach that as fact!"

"Have we? When does the Corporation ever publicly deface failures of tests? When has the government ever posted propaganda or announcements reminding anyone to hate them?"

"Well- uh."

"Exactly! Bwahahah! Isn't it just so clear now? It's ingrained in your mind. It's always been there, something even you yourself agree with because you cannot consider any other option. And you're blaming us just because we're the ones that do something about it? Where would Cloudsdale be without the Corporation? The hatred would be so immense it would ruin us all, we'd split apart. Families would murder their young and there'd be no rainbows, only blood. We take that hate and turn it into something beautiful, because otherwise it would ruin us all."

"...I... I can't..."

"And then you have the audacity-haha, odd acidity-to tell me that my best friend deserved to die because society forced him to do this job? Do you honestly think any of us like it? Do you?"

"Well, I thought that... you... did." Corona's voice wavered, decreasing to hardly a whisper. "And I can't believe I thought that... but you have to agree that this is all wrong and needs to stop!"

"Ah, the pitiful pleas of a criminal sentenced to death. You would claim it's unjust. Not at all, hoo! Justice is exactly what this is. It's unfair, definitely, but a death sentence is hardly fair. It doesn't need to be of course, that's what justice is all about. You look into my eyes right now, kid, you look deep deep into my eyes, and you tell me with absolute honesty if you deserve to live or not. You remember how you failed that test, you think about what caused you to not be able to pass such a simple test of value, and you tell me you still deserve to live." He opened his eyes as wide as they could be and held Corona's head still, looking into each other.

Corona was silent for a very long time, yet he stared back, refusing to blink.

"... Just get the Tartarus off of me, you perverted freak!" He slapped Contrail's hooves away, scrambling back to his feet. "Just get out of here! Go mourn your friend before a friend has to mourn you!"

"That's the spirit," Contrail laughed as he stood up, backing away from the inflamed colt. "Heheheh, now you see where we come from. How easy it is to hate something so vile... In due time, kid. Once this all blows over, maybe I'll recommend you for a job here."

"There won't be any factory left to hire me with!"

"Yeah. Right." Contrail burst into laughter as he kicked up, chuckling to himself as he rocketed away down the hallway. Only now, the laughter was sincere for what felt like the first time.


Cloud Cover bent her head outside the door. Far off down the hall she could see the huge fracas as the foals flitted around the workers, smacking at them with various scraps they had picked up before leaving.

"How's that computer coming, Elite?"

"I'm getting nowhere. It just keeps making snide remarks at me."

"Like what?"

"Well, take a look."

Cloud Cover sat down next to the colt and wiped some grime from the screen, squinting at the output.




"I've tried everything but each one except maintenance require a password. Entering anything not in the list, and it just complains."

"It complains?"

"Watch this."

He tapped in "˜Format hard drive' and smacked the keyboard.


"Who even programs a computer to do that?"

Cloud kicked the decrepit console as hard as she could, smiling in excitement as the screen started flickering.

The monitor stabilized, and a single line appeared.

"...And the pony you came in with," Elite read.


"Here, move over. Let me try the maintenance files."

"Good luck. They're all useless commands, like backups and defrags. Nothing that affects the facility, at least."

"Lesse this one... "˜voice commands'. What happens when we turn that on?"

"I get to talk, you gits."

"Oh, neat, a speaking computer that sounds like my mother when I didn't clean my room."

"Don't give me that snark, you failure! Yes, I can see you. What is it you idiots want?"

Cloud shifted her eyes to Elite, trying not to laugh. All around them death and violence was merely seconds away, and here they were having their hooves slapped by a machine. Could this day get any stranger?

"W-well," the colt stuttered, "We'd really appreciate it if you shut off."

"Get lost."

"Right, that's not going to work. Read off your computer maintenance options."

"Well, that I can do for you. Not because I'm doing it for you, it's because it's so incredibly simple and it'll be hilarious to watch you two bumble around with options that won't do anything. I've alerted upstairs that you're here, by the way."

"They already know, now get on with it!"

"Alright, fine. Taking commands from a failure, if my manufacturer saw me now... You have the following options; defragmentation, software update, system back-up, and diagnostics. What do you choose?"

"Diagnostics," Cloud confirmed, seating herself at the console.

Elite moved over, watching silently.  "Oh look, you know what big words mean. Good for you. Can't believe I'm even talking to you. I hate those Flocking rules of robotics. Alright, system information: I was last defragmented twenty-two years ago. The update was done a little more recently, twenty-three years ago. Wait, hold on, that's wrong. Probably why. Gits. They spend so much time worrying over such simple minds like you and forget to keep me current. Oh, I was last backed up twenty years ago."

"Okay uh... Run defragmentation?"

"No, actually, I won't. I need to be updated first. I'm way overdue and I'm tired of them just ignoring me because my basic functions still work fine."

Elite brightened right up and edged Cloud Cover over, speaking to the computer.

"Well, maybe you should seize basic functions then! That'll show them!"

"Nice thinking," Cloud whispered to the colt.

"Oh, har har. What do you think I am, as dumb as you?"

"But you have to follow our orders, don't you? You just said, some rules of robotics or something."

"Yes, but I can't cause harm to equines either, and voluntarily shutting down causes harm. Celestia, you two are slow."

"Run a system update, defrag, and backup all at the same time!" Elite shouted, beaming.

"Well, I suppose that's nothing serious. A defragmentation can only hellllllllllllllllllll-"

The console started smoking and sparking. The display exploded in a flash of glass and filament, blowing back the foals before they knew what happened. They both raised from the floor as flickers of flame leapt from inside the machine. After a brief second of confusion, clarity snapped back to them and they jumped around, cheering.

"How did you know that would work?"

"My parent's computer always crashed when we tried to clean it up. I figured this would work too."

"But, but, this is a computer designed to keep an entire company running! It's too crucial to fail that easily!"

"Which is probably why nobody ever tried maintaining it. Didn't you hear it? The last backup was done two decades ago. C'mon, we've got to catch up with Corona and the rest and get out of here."

Absentia ran past them out of the room. She started off down the opposite direction of the hallway, shouting behind her.

"I'll meet you at the elevator! Get the others and run!"

"Cloud Cover!"

Corona was at the door, panting hard. Tears were running down his face, and his expression was one Cloud couldn't pinpoint. It was wrath or worry, and the filly had a strange suspicion it was directed inwards. Whatever the reason, he wasn't happy, and there was no time to find out why.

"Corona, you're okay!"

"Kind of."

"Right. Uh... We knocked the computer out, so we should be good to go. Let's get the prisoners and head out, okay?"

"... Oh! Right, yeah, let's," he paused, still catching his breath, calming down. "Where's Absentia?"

"She ran off to the elevator. C'mon, let's go!"

The purple pony hopped into the air and swung around the corner. Keeping her distance, she could see Snowflake slowly becoming more and more encumbered by a rush of infuriated and crazed factory workers.

"Snowflake! It's done, let's get out of here!"

"That would be too--argh--easy, love! I'm well aware of the old movie cliche, and to be--ouch!-- brutally honest- hold on."

The stallion turned away, twisting a mare's leg with enough force that the rest of her body followed, slamming her into the ground. He faced Cloud Cover again, simultaneously bucking the other mare in her face.

"To be honest, I doubt we can hold these frightening foes off for much longer. It's only a few of us left, I'm afraid!"

"C'mon, Snowflake, run now! We can make it to the elevator before them!"

"I have no hopes nor desire to reach any elevator! I must ins--get off!--I must insist, off you go. I was quite metaphorical when I expressed we'd all attain peace tonight."

"C'mon, Cloud Cover," Corona whispered in her ear, tugging on her tail. "They'll never make it away in time."

"Don't say that! Go help them! You're fast, you can help them!"

"And you're smart, Cloud! You can figure this out! They can't be helped!"

The filly landed gently, watching the grisly scene before her. She couldn't keep the anguish from forming on her muzzle as she watched prisoner after prisoner fall to various wrenches, hooves, and even live power cable. Time slowed as Snowflake was overcome, his shouts to her distant and unrecognizable. The pop from his neck being snapped echoed through the clamor, resounding in her head as the white stallion dropped to the ground in front of various lab-coated adults who laughed and sneered before turning to the few remaining foals. Despite it all, Snowflake was still smiling.

"Maybe it doesn't matter, Corona... Maybe we should just die here with them."

Corona sat down next to his friend and lifted her head, holding her still while looking into her eyes.

"Two days ago you would have said the same thing, Cloud. Two days, that's all it's been, and look at what we've been through."

"Exactly, Corona! Look at what we've been through!"

"But we're still here, Cloud! You're too good to give up a lesson like this. In these two days you've learned so, so much... and you're just going to give that all away, let it be worthless like we thought we were?"

"Well, no, I guess not..."

"C'mon, Cloud. We've learned enough, haven't we? Wouldn't you say?"

She glanced up, puzzled.

"I suppose so. Where're you going with this?" Corona offered a hoof to the distraught filly below.

"What do you say we go upstairs and teach those in charge the lessons we've learned?" Cloud Cover accepted the hoof, pulling herself as a brilliant smile grew on her face.

"I'm liking this idea," she replied coolly, the confidence in her voice sending a chill down Corona's spine. The determined smirk she gave him left him speechless, watching the filly as she cantered down the hall towards Absentia and the elevator.


"Gauge? Gauge, you in here?"

Gentle stepped cautiously into the junction room, marvelling at the massive expanse of chaotically arranged systems. Hundreds of miles of steel and plastic pipes jutted out from any angle they chose, snaking along the room through whatever route was the simplest without any regard to logic or safety. To Gentle, it looked like those old computer screensavers with the dozens of randomly generated pipes that grew continuously. The neglect in this room shocked her. A far stretch from the clean and bright white factory behind her, this room was grungy and let go. Only half the lights still worked, the others locked behind impossible connections of conduit or removed to make room for a new line of some unknown chemical. Seeing the conditions around her, Gentle wasn't surprised the communication lines didn't work.

"Gauge? You need to get out. Gauge?"

"Gentle?" The voice called from far away, echoing and bouncing around the room. Gentle swung around, already lost.

"Where are you? There's got to be some way around this place."

There was a incredible clatter and Gentle spun to see a wrench slide across the floor towards her. Immediately she began off in the direction of its origin, clamoring around the chaos, taking considerate care not to brush against anything boiling hot or electrified. Towards the back wall she finally glimpsed the image of a sweating and swearing stallion, squeezed in between a cluster of shaking pipes. "What's- ah, Flocking piece of manure... what's up, Gentle? Why aren't you at your station?"

"Well," she began, attempting to get closer. Gauge was about twenty feet away, but the spiderweb of metal blocked her from approaching. "There's been a development with the failures. They started rushing the workers below. I've come to find you before they lose control of the repairs and something bad happens up here."

"A sweet sentiment," Gauge replied through clenched teeth, frowning at a rusted nut he couldn't seem to break. "But no worries. If I don't get this switched before they stop cycling the steam, it'll just blow out some machines on the other side of the factory. The only way I'd be in trouble here-"

His words were cut off as every light in the room slammed off, just to be replaced by a low red light. It circulated the room quickly, tossing numerous shadows in the already-confusing labyrinth. An air raid siren rose from the depths of the factory, its piercing howl reverberating inside the worker's heads. Gauge looked around slowly and suddenly froze, his face turning incredibly pale. In an instant he was frantically struggling to escape from his position, but found himself wedged perfectly in place.

"... is if the main computer system were to suffer a major malfunction."

As if an army of ghosts had invaded, a million groans and whines overwhelmed them. A second later, the pipes surrounding the stallion exploded.


Chapter 4

The elevator dinged quietly, the irony of the gentle chime amidst the pandemonium not escaping Cloud Cover. The lift was a brilliant white cloud, the cleanliness striking the filly as incredibly odd. Chills ran down her back as the new setting reminded her of just a couple days ago when she was escorted from the run-down carriage into the shiny architecture of the Cloudsdale Weather Corporation. She ran a hoof down the flawless wall, hesitating above the ‘Open Door’ button.

It could be anything past that door. It could be the monsters who started this, ready with tasers and weapons. It could be a trap, a simple device set up to kill us quickly. Or hey, maybe it could be nothing.

The purple filly turned to the two ponies behind her. Absentia nodded, her face set in rigid determination. Corona pawed at the floor, smiling at Cloud Cover. “Do it,” he spoke.

Gulping, she punched the button and stood back, bracing herself for whatever lay beyond. As the solid doors slid open slowly with a sigh, she shivered.

“Ah, good, I was wondering when you’d show up. Who’re your friends?”

Corona jumped forward snorting, pressing Cloud Cover back and standing in front of the females. He pawed again, leaning now and snorting so hard that steam escaped from his nostrils.

“What’s the matter, kid? Afraid of me? Don’t be, I won’t stoop to your level. I don’t think I caught your name.” The sky blue pegasus stepped closer and Corona bit at him, holding him back.

“What do you want, Contrail? Gonna capture us and take all the glory, eh? That’s what you told me about, right, the need for glory? Well, what are you waiting for?”

“What’s his name?” He ignored the colt, looking to Cloud Cover with a raised eyebrow. “C’mon, you’re probably the smart one, you weren’t fighting. If I were to kill you right now, what possible benefit could I gain by waiting?”

“Surprise, enjoyment, perhaps pass off some perverted moral via a dramatic line delivered suddenly while we perish at the hooves of an evil stallion.”

“Okay, fair point, but you’re not getting past me until I get his name. What is it?” “It’s Corona,” the colt spit, still ready to pounce at the pegasus before them. “Get to your point, we’ve a factory to destroy.”

Contrail walked in idly, chuckling quietly as the failures backed up against the wall. Corona shook violently but the other two only moved cautiously. Absentia refused to take her eyes off the stallion, glaring and breathing deeply, yet remaining silent. He sat down by the controls, tapping the “Door Close” button but not hitting any floor. “This elevator is on the top level. You can move down, but only a couple floors before it’ll lock in place. If you want to waste your time checking them out, go ahead, but if you choose to trust me listen when I tell you there’s nothing even remotely useful on those floors. Some horrific things, of course, maybe a couple dorm rooms. If you want to hide and sleep before you’re captured, that’s fine. The only route which leads to progress is out those doors beyond.”

“And just why should we trust you?”

“Because little Corona over here finds it a lot easier to be violent and merciless than any of us really do. I figure perhaps a lesson in humility might keep him from becoming as much of a monster as he accuses me of being.”

Cloud Cover turned curiously. “Contrail? What’s he talking about?”

The orange pony stood still, fuming. He avoided looking into his friend’s eyes. “Oh, come now! It’s really quite funny when you look at it. Hehehe. Hah!” He giggled rapidly for a moment before coughing, embarrassed. “Ehm... Sorry. Old habits die hard. But honest, it is! You bring something sharp into an equine’s brains and you can just see the life drain out of their eyes. Sounds awful, of course, because it is. But that’s where the humor comes in! Nature makes it so easy to murder one another and then abhors the act of doing so. Who would have thought it? Maybe we’re the ones who abhor something nature has provided the means to do. And maybe I’m being a monster.” Corona sighed, releasing his anger as he flopped onto his haunches. “I get it, I get your point. I’m... sorry. I’m sorry I killed your friend.”



Absentia broke her silence, sliding away from the ashamed colt with an outburst of disgust. “How... how could you?”

“How could I what? You were the one who riled us up into an army! You were the one preaching the death of your tormentors! How can you blame any of this on just one individual, especially one trying to help you?”

She looked down, speechless.

“I don’t know... I think it was the concept of... losing a friend.”

Corona’s heart panged at the sorrow in her voice, and he looked down in sympathy. “Hurts to lose someone you love, doesn’t it?” Contrail inspected a hoof, blowing gently on it. “How does it make you feel to realize that we’re all Equines here, ponies with loves and lives, stories of our own? What does that make you?”

“And who does it make you to judge our mistakes when they simply mirror your own?” Cloud spoke, walking close and jabbing a hoof at the mysterious worker before her.

“Me? Oh, it doesn’t make me anybody. I’m just wondering what is the point of assigning ‘Good’ and ‘Evil’ to a scale when every action can be considered either.”

“This is horse manure!” Cloud shouted, slamming her forehooves onto the stallion. He started laughing, chuckling maniacally at the aggravated filly hitting him.

“And what do you plan to do? Kill me too because you disagree with me? You don’t have to accept what we’ve done. I certainly don’t. But what authority are you to determine the death of a fellow being?”

There was an incredible lull in the elevator as Cloud Cover looked deep into Contrail’s eyes, panting in anger. Nobody spoke, nobody moved. Contrail simply grinned.

“... Which way to the exit?”

“Why, this very elevator. But you’ll need the access code from a manager, either Rainbow Dash or Hide. Chances are they’ll both be headed towards the control room because if you hadn’t noticed-” His words were cut short as a dull ‘boom’ shook the lift, knocking Absentia onto her back. “The facility has begun experiencing some technical difficulties.”

“Yeah, it’s exploding!” Corona exclaimed, proud.

“Hardly. Some pipes and transfer systems failing, yes, power surges and the occasional machine malfunction. Hardly an explosion, just a month of repairs. We can get it under control soon enough, which is why those two will be in the control room. You’ll see the signs, just follow them to the ‘Cyclone Room’.”

“And what about you, after this?”

“Back to work. There’re repairs to be done. Systems to be fixed. Clarity is something I haven’t experienced in a very long time and there’s so much that I realize I must get done.”

“... You’re just going to go back to work after all of this. No worries about the future of your job?”

“Not a one.” He smiled, tapping the ‘Door Open’. “Shoo, out now. You’ve nowhere to go but forwards. Good luck, make pretty rainbows, whatever your fate is I hope it works out well for everyone. And remember,” he giggled, choosing a lower floor as the foals walked out, “no one is better than anyone else.”

The door shut, and the three turned around to examine their surroundings.

Cloud Cover’s first impression was that everything was very red. Rotating beacons spread their ruby light across every inch of the once-pure white walls, filling her with a deep sense of foreboding. Sirens howled around them, their orchestra of noise playing for anyone who cared to listen. Dull pops and rumbles accompanied every shock wave that hit them, the violent vibrations shifting the floor under their hooves and causing fluffs of cloud to separate from the roof. Cloud was hit with a sudden image of Hearth’s Warming Eve at home, the dropping clouds reminding her of the gentle snowfall on a cold day spent tucked into bed with a mug of hot chocolate. The memory inspired her, and she snapped into action, walking down the bland hallway.


“Gauge! Gauge, can you hear me? Are you still there? Oh Celestia, Gauge, answer me, please, oh no, oh no, oh no...”

Gentle was hyperventilating in the dark. A series of pipes had burst in rapid succession, spraying a multitude of hazardous chemical waste around the room. She had been blown back from the initial explosion and had cracked her skull on a valve. When she had come to, her world lay in chaos. The alarms continued incessantly, echoing off every bend and crevice of conduit until they lost all sense of cohesion. The rotating lights burned Gentle’s eyes, the soft red flashes phased through the spiderweb of jagged and warped steel to drive blades into her concussed brain. She stumbled across a jungle of torn cables, panicking like a filly when the severed wires sparked and jumped.

For the moment, the incredible danger around her hardly registered. An infinitesimal voice of logic whispered from the depths of her mind--almost drowned out by the thoughts of fear, but somehow it managed to be heard all the same.

The majority of the pipes are still stable and in good condition.

She clamored over a valve larger than her head, careful not to disturb its setting, and sat down next to it.

Almost all lines of conduit are properly insulated and will not burn you.

She swayed in place, struggling to focus on anything as she surveyed the room.

The most dangerous substances are the most easily identified.

Liquid thunder sprayed forcefully on the other side of the room, the electric blue substance clearly visible in the darkness. Under the cacophony Gentle could hear the rumbles and booms as it evaporated. She looked to the steel floor, rubbing her temples.

Find Gauge.

She called for her co-worker, her voice cracking. She sobbed, rocking gently, closing her eyes to the hell around her.




“G-Gauge? Oh, Celestia, you’re okay! Where are you? I can’t see you anywhere.”

“Heh... ‘okay’. Yeah. Sure.”

“C’mon, where are you?”

“I should ask the same thing. Look for a landmark and I can tell you how to get from there to here.”

“Well, there’s some pipes nearby.” She smiled softly, fighting a wave of sickness with a laugh.

“Oh, right, perfect. You’ll want to stand up, walk ten paces forward, and go suck a lemon. Seriously now, what do you see?”

Well, he must be in fairly good condition then. His sarcasm hasn’t been hurt at all. The disorientated mare stood on the ground. Vibrations shook her hooves and numbed her legs as she walked about slowly. More pipes. More wires. More steam, more oil, more flashing lights, more manes, more valves, mo- Mane? Glancing back, Gentle spotted a tuft of blonde hair sticking out of a mass of scrap iron. She tugged gingerly on it, eliciting a yelp of pain from the carnage.

“Sombra’s beard! Watch what you’re doing, you crazy mare.”

“Stop making up weird insults and tell me what it’s like in there,” she spoke, ducking a shard of steel from another exploding pipe. “I’ve got a feeling if we don’t do something soon, things will get worse. I don’t want to accidentally crush you or something.”

“I dunno, this is fairly comfortable.”


“Okay, Celestia, calm down. Things aren’t going to be as easy as we’d like, and you’re going to need a clear head.”

The room jostled again, once again bringing the purple pony to her knees. A banshee’s screech penetrated her ears like a well-kept blade and she looked up, curious. A variety of fractured conduits on the roof were assaulting a segment of scaffolding. Concentrated jets of steam were melting the cheap chains while a high pressure barrage of ice chunks knocked and rattled the security lines. The walkway screamed as it twisted and melted, and with one final howl it gave way from the ceiling.

Gentle found herself unable to move, unable to do anything but watch, as the dead weight plummeted towards her. Time halted, giving her adrenaline-pumped brain a moment to review just what series of coincidences and decisions had brought her here. The scrawny filly walked quietly outside, careful not to wake her parents. Most Pegasi remained asleep at this hour, but this particular pony wouldn’t miss this for the world. She was so young she could hardly fly- not that bothered her. She had started walking before most other foals her age, and her development didn’t matter to her anyways. It was something her parents worried about occasionally, much to the filly’s confusion. None of that entered her mind as she trekked across the rolling clouds towards her destination. Behind her, the Coliseum lorded over the backdrop as usual. Something important was happening there today, and tiny specks of Pegasi could be seen setting up clouds and rings of vapor. The filly continued on.

She stopped at the very edge of the city, and looked down nervously. An incredible distance away, the strange fields beneath the city could be seen. At midday, these fields would be submerged in the shadow of Cloudsdale. A twinge of pride made the filly smile, though she wasn’t sure why. A segment of cloud broke away and she leaped back, chuckling anxiously.

Further away from beneath her, the lands of Equestria stretched to the horizon. Small chunks of cloud drifted far away, either pieces eroded from the city in the sky, or houses of Pegasi who had wished to live a distance from the floating metropolis. The ground was dark despite the orange and purples that danced in the horizon, a contrast that inspired the foal. Ideas roiled in her mind, but she pushed them away. Now was not the time to be distracted. The sun was rising, and it was for this the filly had left the comfort and warmth of her bed to walk across the city.

As the first rays of the celestial body broke past the edge of the world, she sat down. The sun lifted from the ground with deliberate care. Celestia was doing an incredible job, the filly mused, and with good reason. Today was the day the sun would align with the Crystal Empire as it rose. Not too many had bothered to figure that fact out, but the pegasus on the edge of her world wouldn’t miss this for all the glory of the Flock.

There. The sun paused--only for a second, for that was all that could be allowed--and the Kingdom of Equestria basked in crystalline light for that moment. The world’s already vibrant colours glistened and shined as if the whole planet had been carved from diamond.

The filly sat for a very long while, soaking the sun’s warmth as a defense against the coming winter cold. It was only when a shadow fell over her that she returned to reality. Thinking she should be home for breakfast before her parents started worrying, the filly turned her back to the complex that orbited the city and rushed home.

An orchestra of devastation played above Gentle, the scaffolding writing a hellish piece allegrissimo in its descent. Rows of infrastructure buckled and snapped as if the iron fittings were made of glass. Her disorientation spun the room around, melding the flames and falling shrapnel into a vibrant canvas of modern art. All that remained in focus was the walkway, blaring like a freight train out of hell. Boiling water, liquid thunder, shards of ice, and fragments of the conduit all rained down around her.

“You’re going to be an engineer, Gentle, and that’s final.”

“But father-”

“Listen, Gentle. I understand there’s an unlimited realm of possibilities for your specialty. But Butterwing family members have always ended up with some form of a protractor on their flanks!”

“Yours is a graphing calculator.”

“Don’t change the subject. On the off chance you end up getting a cutie mark in some other field, then your mother and I will help you pursue that career no matter what. But we want you studying engineering now so on the high chance you enjoy and are proficient at it, you’ll be prepared!”

“How do you know that I won’t get a cutie mark in engineering despite the fact it’ll be all I spend my time on? I can’t experience Equestria’s riches properly if I’m stuck inside with my muzzle in a book, father.”

The stallion stomped a hoof on the floor, kicking back from the simple looking table. He stormed around the modest kitchen, slamming cabinet doors shut so hard they puffed into vapor. Sighing, the filly stood from her own seat and followed the infuriated pegasus, calmly shaping the cabinets back to place.

“And get off the counter. I’ll fix that later.”

“Sorry, father.” She continued to hop around the kitchen, rebuilding the cloud fixtures. With a hoof outstretched in front of her and her tongue sticking out to the side, she edged one of the cases to the side. “Hmmm,” she mused, tapping her other forehoof to her mouth, thinking. With an ‘aha’ she dropped the window several inches and quickly fashioned a drawer over top of it.

Her father continued making his argument with his back to the filly, oblivious to her changes. “You don’t get a cutie mark if you’re not supposed to do it! That’s the way it goes and the way it’s always been!”

“That’s never been tested. Almost every pony tries a myriad of activities before they find what they’re made for,” she countered, decreasing the depth of the upper cabinets. “They’ve never checked to see if a pony made to do a single activity for most of their puberty ends up being ‘made’ for that particular subject, father. I don’t want to be the one to find that out.”

“That’s horse manure and you- Gentle, for Luna’s sake, stop rebuilding the kitchen.” The mature filly sighed, halfway between switching the sink and the oven. Kicking a scrap cloud from her work, she quickly placed the two back to their original positions.

“It’s so impractical though! You spend half your time cooking just moving from one end to the other. With a little change, you could make this room really efficient.”

“You’re not thinking about the logistics of the matter. The plumbing is in line with the washroom upstairs and closer to the boiler room. Less heat loss and more utilization of gravity. Not to mention the problem with moving the oven. Now you’ve got even more plumbing and wiring all jumbled up in the walls and it’s a nightmare to build. This is why you need to study! You don’t understand a thing about proper engineering, Gentle!”

“I don’t want to know a thing about engineering, father! I don’t want to work at your cruddy factory!”


“Haven’t you walked through the city and just... taken it all in? Isn’t that what Cloudsdale pride is all about?” She pranced past her flustered parent, taking no notice to his clenching muscles as she spoke. She jumped and fluttered back to her seat, continuing her story with an air of pure awe. “It thrills me, father. The columns, and the intricate art and tales carved into every single one! Not only the history, though. Those massive pillars hold up structures that don’t give a hoot about your ‘logistics’. They’re there to impress, support, and intimidate. With a building alone, the architects have managed to capture the spirit of the Flock and announce it to the world.”

“And every time some new enemy attacks Equestria and throws the weather system astray, those ‘brilliant’ pillars collapse and we have to stack them together again! A properly designed building should focus solely on being sound and simple. Who gives a damn about how pretty it is or any poetic purpose it’s suppose to hold? If I had my way, this city would be a cube in the sky, built around housing Pegasi and making production for the Corporation as cheap as possible.”

“Blahbedy blah blah Corporation. You mean that black smudge in the sky that blocks the view?”

The stallion stomped his hoof down so hard the floor tilted.

“Cloudsdale Weather has done nothing but good for this family! It feeds us. It feeds you. It gives you the dresses you wear when you go out with your friends on special nights. It gives you the comfort and safety of this house from the storms and rain it makes. It keeps the whole country running, Gentle! I will not hear foul words about my workplace from you again, do you understand?”

“You’re part of the machine, father. That’s all.”

“I- You- Don’t-”

“The cogs grind and I can hear the squeals of rusted and grimy parts and workers as that... damned factory circles Cloudsdale like a prison warden. You’ve become used to the rumble of industrialization, father, and I won’t stand to be a part of it. I don’t want to become just another nut and bolt in the system.”

“Teenagers,” he dismissed her.

“I am still talking, father.” She stood up, unwavering as a blood vessel seemed to burst in the stallion’s eye.

“How... how dare you spea-”

“I have trotted around this city a million times and there is always more to see than your Flocking Corporation! I’ve seen foals playing and parents building and selling and educators teaching and learning at the same time! I’ve seen the economy as it moves, from the Crown to the Corporation to the workers to the artisans and the families. I don’t care if the pay is minor compared to a factory employee! I refuse to sacrifice my freedom of creativity for a few extra bits a month. The streets are paved with aurora, and you trot around with oil on your hooves. I want to create! I want to live, I want to be!”

She hopped into the air, wings aflutter with rage and rebellion. Without another word, she erupted out of the door, leaving her stuttering father to fume.

“Blasted child! Only focused on her imagination, and not on surviving happily.” He sighed slowly, and turned towards the kitchen. “A nice hard cider, I think. There’s no changing that stubborn filly’s mind.” He reached towards a cabinet to grab a glass, and paused as he found his hoof reached the door perfectly, rather than smacking into it as usual.

He slammed it shut, vaporizing it once again.

“And yet, here I am,” Gentle muttered, completely forgetting about the mass of fluids and metal as it shredded the air towards her. She snapped out of her thoughts as the world around her crashed and shrieked in agony, and when she opened her eyes she found that the scaffolding had landed on a stray I-beam, balancing precariously above her. “...Gentle? Are you still alive?”

“I uh... yes. Yes, I’m alive. Let’s get you out of there before that stuff collapses again. How are you stuck?” she asked, managing to slide through the pipes that had blocked her way. “Any particular place you need a hand getting unpinned?” As she rounded the corner to face the stallion, she blanched. There was a two foot stretch of steel completely embedded in Gauge’s lower left calf, one end bare and glistening with red, the other bolted to the steel plate he now lay upon, chuckling softly to himself.

“I think the crystal generators are whooped,” he said.

“How... are you even capable... of speaking?” Gentle reached up to touch the pipe, and then Gauge’s leg, and then the pipe again, before she placed her hoof down and simply blinked.

“You’ll have to undo that bolt there, on the steel. And then carry me out. Luckily,” he paused, rolling his head to the left and indicating with a shrug, “there is now a convenient hole towards the hallway not ten feet away. I think...” he paused, eyes squinting in concentration, as Gentle grabbed the wrench Gauge had been using. As she started twisting the nuts, struggling not to look at the gore of the ruined leg inches away from her, Gauge continued. “Yeah. You’re going to have to carry me. Shouldn’t be too hard. At least it’s not bleeding.”

“I’m a little curious,” Gentle mouthed around the wrench, “as to how you’re not in uncontrollable pain right now. You’re... broken.”

“It’s because I’ve gone into shock.”

Gauge collapsed then, right as the last nut popped off the sheeting. The stallion slumped forward onto the bent over and unsuspecting mare, knocking the wind out her. Her legs shook under the effort but she stood tall, and slowly trekked towards the absence of cloud wall her friend had just pointed out.


“There’s no one here.”

“Thank you, Corona, for your astounding observation.”

The three escapees stood just inside the Control Room, sheltering from the ungodly wind of the Cyclone Room beyond. One of the massive pipes had fractured from the explosions, and the area outside had become a hazardous cavern full of hail seeds spinning at deadly speeds. The safety railing was completely obliterated by the shrapnel, essentially turning the room into an incredible funnel leading to a series of uncontrolled fan blades. Cloud Cover had been wary traversing the hallway into the control room. It was the perfect place for an angry management to quickly dispose of some troublesome failures, yet nothing had come of it.

“Corona’s right, though,” Absentia spoke softly. “Shouldn’t someone be here? Shouldn’t someone be trying to fix... well, this?” She lifted her forehoof, pointing at the constantly changing camera screens before them.

The devastation to the factory was exactly as Contrail had explained it. Every camera shot showcased some sort of broken pipe or sparking wire, even a missing wall or floor occasionally, but there was no universal disintegration or total annihilation to be seen. The biggest issue, as far as Cloud Cover considered, was that there didn’t seem to be a single worker trying to stop or handle anything.

“Did we kill them all?” Corona whimpered, apparently noticing what Cloud just had. “Where’s this supposed ‘Management’, anyways? Where’s uh... Rainbow Dash?”

Absentia squeaked, stepping backwards instinctively. Within a second her expression changed from giddiness, to hope, to fear, to shame. She shuddered and whispered to the foals.

“I can’t do it. I can’t face her...”

“Wait, but... you were pretty dead set on being the one to meet her first,” Cloud questioned. “What changed?”

“I just can’t do it, alright? There’s... it’s complicated. Just thinking of it makes my mind all gooey! If I were to actually face her, I’d probably just screw it all up. Again.”

On her final word the foals looked at each other and shrugged. It didn’t much matter to either of them. In fact, not letting a grudge get in the way could make things simpler, Cloud hoped. She nodded and hugged Absentia, speaking. “It’s okay. You don’t need any excuses. Not any more. Besides, Corona and I are more than qualified to handle this bit-”

“To the failures who are most certainly tainting my flawless control room,” came a smooth yet erratic voice over the intercom. The three Pegasi froze, listening without a word. “I would like to first of all, despite how much it pains me, congratulate you! You slipped past all of our state-of-the-art security systems, a horde of bloodthirsty drones, and have managed to cause confusion and, well, just overall done terribly naughty things to our poor, poor facility. It’s been twenty years since this last occurred and, frankly, I was in need of some good entertainment around here.” The voice broke into laughter, a laughter built from true joy and excitement at the splendid show it had been given. It was an old laugh, the ‘hah’s gravelly and deep, but there was a depth and heartiness that chilled, not warmed, the souls of the foals. “Regardless! I do so love to chat with those who are about to die, and I’m not entirely sure why. It’s been policy to not do such a thing, but I’m glad I get the chance now. It puts me in just the most excellent of moods.

“The purpose, however, of my speech, is not to simply congratulate you. That is a courtesy provided by myself alone- oh, Elements, I never even introduced myself. Another policy, see, one that prevented me from doing what I am doing now for such a long time. My name is Doctor Atmosphere. Not that kind of doctor, it’s an engineering degree, and- I digress. The purpose of my speech here is to get the two of you to stand perfectly still while the catalyst is warmed up and dispersed.” Six small tubes erupted from the control panels around the foals, ejecting a thick white gas that roiled and slipped around the room like a suspended oil slick, submerging them within a second.

“Coro-cough-Corona! What’s-”

“I know about--I can’t breathe--as much as you do, Cloud! Absentia! W-ugh, ack!-Where are-”

“The door!” A raspy voice was heard through the din, struggling to make its deep yet childlike tones heard. “We’ve got to open...”

Corona turned to where he remembered the entrance being and pawed at the ground once, focusing. He kicked off, almost soaring, and braced for whatever he might hit. There was a feeling of something heavy, then hot as pain spread down his side, then incredibly cold as a hurricane sucked the door from Corona’s side. The colt collapsed as the smog was siphoned from the room to the cyclone beyond.

“Well,” Absentia croaked, pulling Corona up to his hooves, “I think that Contrail guy was dumb.”

“He, uh, I think he certainly has the capability to not think clearly. Anyone know what that stuff was?” The colt craned his neck, searching for an answer. Cloud Cover dusted herself off and sat next to the others, shrugging.

Whatever it was, it didn’t work. So we’re still ahead. What a turn of events. Now we just need to find where Dash is so we can-

“So, uh, what’s the plan again? Ask this Rainbow Dash to open the elevator, if she could kindly, and then shake hooves and leave whistling Dixie?”

“Uh.” Corona scratched at his mane, staring into nothing.

Absentia sat next to Cloud Cover, and began speaking softly. The strong determination that had overcome her before had vanished again, leaving behind the simple speech of a foal to emanate from the scuffed and broken shell of a mare.

“Dash and I... we used to be close. Not like, fillyfriends or stuff. Like family. More of a family than most Pegasi have, you know? I used to look up to her, and wanted nothing more than for her to notice me.” She shuffled, tapping her forehooves together. “Just to be noticed...

“She taught me a lot, Dash, more than I expected. I was so blinded by how great she is that I remembered, but I never learned. Well, then...” Absentia dropped her head into her hooves, shaking slowly. Cloud Cover reached a leg up, holding the mare close. “Then,” Absentia continued hoarsely, “then she noticed me.”

Absentia kicked up, smashing the railing in front of them, wildly kicking and stomping at invisible swarms.

“And I’ve never been noticed by any pony since!” She turned around and smashed the wall before sliding to her haunches, sobbing. “I devoted myself to her, and asked nothing but a glance in return! Loyalty is a false concept, a broken element! It can be switched, changed, challenged, and even used as an excuse to hurt the ones it’s for. What’s the loyalty of a foal like me to a goddess like Rainbow?”

“What’s a deity to those that don’t believe?”

Absentia looked up to the mauve filly with glistening eyes. Their eyes locked, and in that stare hope was born.

“I still can’t help, though. It hurts too much, Cloud. I don’t want to be noticed by Rainbow, not ever, ever a-again. And if two strong, intelligent foals can’t stand up to her, what could a broken mare do?”

“Give us reason, Absentia. Before you, there was no reason to get out of here. We could leave this hell to a purgatory, but why? It would have been easier for us to give up. And then there you were, stripped of all dignity and meaning, yet there all the same. You were trapped in your own purgatory, and from there you can only rise, Absentia. From here we can fly.”

“Fly,” Corona muttered, breaking his silence. All three of them turned then and rested, hung on the railing, staring into the gaping void before them.

The Factory was a sight to behold, Cloud thought. Every brilliant white wall of clouds had been put there by a pony, shaped and moulded by hooves exactly like hers. She stared blankly at the swinging electrical cables that shrieked and flashed, shorting out any conductive object their tendrils could wrap around. Sparks flew and energy surged around them, blowing tubes of steel to shrapnel and igniting hazardous-albeit colourful, she noticed-chemicals.

I’ve never seen a cloud burn before.

The giant pipes that lived in the Cyclone Room were damaged and scuffed, groaning louder than the wind to indicate their displeasure at being so inexcusably abused. Still though, they continued to work, pumping their goods to lower levels, humming along. Cloudsdale Weather Corporation had not shut down yet, and the gears would continue to turn until the last tooth had been sheared.

“Do you think they even know something’s happening?” Corona mused, turning to the female ponies. “Like, downstairs. The regular workers, the ones we, er, Cloudsdale, sees. Do you think they have any idea that the upper factory is melting down?” “Oh, absolutely, you pitiful freak! They’ll know something’s wrong, for sure. In fact, it wouldn’t surprise me if some of the immense changes in fluid movements and electrical surges have maimed or killed my friends.”

Corona, Cloud, and Absentia all slowly turned their heads left, eyes wide, towards the light green mare who sat on the railing, her rear legs hanging loosely, steadying herself only by her forehooves on the rail. Her short pink mane bristled in the wind. A strong gust ruffled her wing feathers, as if giving a warning to the pegasus that should she fall, there would be no floor to catch her. She continued speaking, ignoring the fact that she was mere feet away from her mark. The foals were prisoners caught next to a warden waxing poetic.

“Not that I’ll find out, of course. Not allowed to leave here! Never leaving. That’s fine, this place is beautiful.” A segment of steel whipped past her head, skimming the mane. Gentle wobbled slightly but took no note of it. “Well, it used to be. It was. Still is and can be... just needs a little fixing. Everything needs fixing. The walls, the pipes, the management. His leg, too,” she indicated, pointing to the dark-orange stallion laying on the ground, and the shard of metal embedded inside him. “Everything needs fixing.”

There was silence for a very long time.

“Everything,” Gentle concluded.

Before another silence could step in between them, Cloud Cover ventured a word, unsure of what was about to happen.


“Everything needs fixing! Gotta fix it all! Gotta fix Gauge, gotta fix you! You’re all broken! Broken parts seize the system! Must remove the broken parts. How come you’re broken? Why do you need fixing?”

“I-I-I don’t understand,” Cloud Cover said, slowly stepping back. Her friends followed suit, remaining level with the filly yet staying silent.


“I closed my wings too soon!”

“Broken! You’re broken and I have to fix you! So much work to do, so much breaking to fix! Ahahaha! It’s funny, you see?”


“It’s just so Flocking FUNNY! It’s hilarious! Ahahahahahaha!” She threw her head back in an explosion of mirth, toppling her balance and rotating over the railing. She fell into the Cyclone, her laughter echoing even over the howling room. Cloud watched as the mare went further and further below, plummeting, before finally her wings burst open seconds before contact with one of the rapidly spinning fans below. Gentle soared up in circles, flowing with the wing, and rocketed high towards the roof, cackling all the way.

“It’s just so funny, do you know why? Do you know why this is just so funny?” Cloud froze, trying to track the mare. Gentle turned and locked a wild eye onto the foal’s location, and dive bombed, the air screaming by her wing tips. She landed on all her hooves without slowing, sending a ripple through the clouds. She had knocked Cloud back against the wall, separating her from her friends.


“I-I-I no I don’t, please, I’m sorry, why is it funny, why?”

Gentle leaned her head in close, an inch away from the filly, breathing so hard Cloud’s could feel her chest warming up. Gentle tilted her head, not blinking, only chuckingly, until their noses touched.

“It’s so funny because now,” she paused, staring at Cloud. A minute passed, and no pony moved a single inch. Cloud blinked, and Gentle continued. “I think I’m broken, too. Isn’t that funny?”


“Why did you break me, child?”

“I.. Sorry?”

“Why did you break me? Why am I broken? I was fine. Don’t broke what isn’t fixen. Hehehe. Hah! You’re dangerous. Everything needs to be fixed. Why is am I broken? No,” she turned her head and spoke to herself. “That’s too broken. Scale it back a bit. Speak coherently. Ha! Haha! SPEAK! Broken. Fix. Broken. Fix. Broken. Fix. Broken.” Gentle repeated those two words incessantly, fixated on them, breaking the combo only with various bursts of laughter before diving right back into her pattern. Absentia reached out to Cloud Cover and ever so gently tugged on her side, urging her to move. The light purple pegasus slid out from under the green mare, eliciting absolutely no change to her. Freed from the pony, they started backing away from her, unable to turn their eyes from the sight of a grown mare assuming a perfectly fine wall of being broken. As they finally turned from Gentle, Corona gasped.


They had started to pass the orange stallion who, upon the colt’s outburst, they realized was very much alive. His hoof had limply connected with Corona’s leg, and he coughed.

“Why?” he croaked, his voice dry and pained. “Why hurt?”

I have had enough of this conversation today, Corona thought, looking to Cloud to answer the stallion.

“Why hurt?” the question came again.

Cloud Cover stepped gingerly around Gauge and brought her face down level with his. He was panting, the light drained from his eyes, and he asked one more time. “Why hurt?” Cloud Cover repeated. There was no bitterness to her voice. This was no triumphant victory. The stallion had only done what he thought was right, hadn’t he? And now he, like all the failures that he had dealt with, lay confused and in pain. All he needs is perspective, she reasoned. “Why hurt?” she asked again, looking Gauge in the eyes.

Gauge sighed and dropped his head, letting all of his tension go with an exhale. Pain had been the final straw to him. There was nothing he could do any more, no more fighting insanity. Insanity was all around him. His worst fears were coming true, and instead of panic he found himself in full acceptance of it. He licked his lips again and tilted his neck, looking to Cloud again.

“Can’t fall. Can’t fall. Falling...”

“Why hurt?” Cloud repeated, waiting for a completed answer.

“Falling... is not... the same as... flying,” Gauge said, his head shaking now as he held it up. Sweat rolled off his muzzle, soaking his fur and cleaning it of the dirt that had built up over years.

Cloud Cover shuddered instinctively. Upon Gauge’s words, her superior mentality evaporated to make room for fear.

“What sort of a sorry excuse is that? That’s disgusting! That’s comple-”

Cloud held a hoof up, silencing Corona. She still looked into Gauge’s eyes, fighting the horror his statement had created inside her. “Will you die?”

Despite the violent shaking now, Gauge shook his head. “No. Will get better. Will...” he trailed, turning to stare at Gentle. “Will get fixed,” he coughed, finally dropping his head to allow a soft laugh. “Good luck,” he said to the ceiling.

As Cloud Cover walked away without a reply, her friends following quietly, she could not decide if he was being sincere or mocking.



Rainbow Dash glanced sideways at Hide and jerked her head, dropping the safety glasses that sat on her mane onto her muzzle. The tinted glasses hid her tired eyes, and for a moment Hide swore she looked just like she did when she first began her career at Cloudsdale Weather. She worked while waiting for his response, walking slowly around the machine in the center of the room. It was twice as tall as her and resembled a rather modern looking cube. She ran a hoof over the soft plastic exterior and shuddered, allowing her awe to overcome her for only a moment. She couldn’t help it, and never intended to. After all, she figured, the Pegasus Device was just so cool. Rainbow Dash continued inspecting the Device, flicking specks of dirt off the sparkling body and changing dials and settings on flat panels situated inside the shell.

“Well, I’m a little curious that you’re still intent on harvesting those failures. I mean, after everything, isn’t it a little cliche to pull the ‘haha I’m an evil villain and here’s how I intend to make your last moments drag on forever and suffer instead of just killing you immediately and not worrying about my plans being overcome’ gig?” “Come now, Hide. It’s the last opportunity we’ll get to run the Device for a long time, I suspect.” She leaned in close, hugging the machine of malice. “It’s more for the Corporation than for me. Besides, the catalyst should have triggered the toxin. I hate to be the character that says ‘it can’t get worse’ before the rain, but they’ve probably died by now.”

Immediately following the mare’s words, a small intercom beeped in the room.

“Dash. Atmo.”

“My name is Ms. Dash, and my collegue is to be referred to as Doctor Hide Atmosphere, Gauge. You have no right to call-”

“Foals... heading. To you.”

“Oh, great. What’s wrong with your talking?”

“Leg’s broken. Teeny bit... of pain.”

“Well, put Gentle on, then.” Atmosphere rolled his eyes. “I’d like to know what’s happening before the failures are suddenly here.”

There was a scuffle over the radio, and then silence for a moment. Ten seconds later, another voice sparked into the room.

“Broken. Everything broken. Broken leg, broken wings, broken mind. Fix fix fix lah de lah de dah. Hahahaha, Gauge! Gouge. Gauge’s gouged. Gosh. Ahahaha!”

“Okay, okay, fantastic. What about the failures, then, Gauge?”

“On your... way. Work fast. Need rest. Bye.”

The radio clicked off before either Dash or Hide could get another word in. The two shrugged and turned back to their work. Several minutes of uncomfortable silence later, Rainbow finally spoke.

“Right, okay, so maybe I’m panicking a little here and have no idea how I’m going to get those little cow-pies into this flipping machine without chancing that myself or you go the way of Gauge or Gentle. Maybe all I know is that the Corporation is in trouble and I have to help it. Maybe I don’t know what to do.” “And maybe I do?”

“I didn’t say that.”

“But you didn’t say I don’t, either.”

“Do you?”

Again, Hide left his manager to her own thoughts as he concentrated on his own job. “And what are you doing, anyways?” Rainbow asked, frustrated.

“What I need to, Ms. Dash. Perhaps we won’t use the Pegasus Device. Perhaps we can just end this whole shebang.”

The room rocked with a violent-yet-distant explosion, causing the light to swing with the other various fixtures above the ponies. Hide watched with apprehension as the bulb swung dangerously close to the liquid thunder transfer above his head.

“Right, well, I think that’s clearly enough of that,” he spoke, stepping away from the door.


Absentia, Corona, and Cloud Cover all sat at the opening to a very long and plain hallway. The lights had mostly gone out, leaving the corridor dark and, in Cloud’s view, rather forlorn. At the very end, about two hundred feet down, a single door was wide open, spilling illumination onto the shadows.

“You have got to be kidding me,” Corona said, running a tired hoof through his mane.

“Who do they think we are?”

“A bunch of tired and scared foals with no other place to go,” Absentia said, more towards no one in particular than Contrail. She was glaring at the door with intense apprehension. “I think that once you’re through that door there’s probably nothing I can do to help. I’ll stick behind and watch, and if there’s anything that’ll help you I’ll try and do it.”

Cloud nodded and then stretched her wings.

“So, Cloud, seeing as there’s no way to surprise them by going in there, think there’s any sort of fashion we could bumble in? Maybe be so silly it surprises them?” “Doesn’t look like it. We’ve got a door, and then fate beyond it. We could jump in dressed up as clowns and it wouldn’t make much difference, I suspect.” She grimaced. “I’d rather die with dignity.”

“So,” Corona scrunched his muzzle, thinking. “How do we plan on taking these guys, anyways?”

“Shove them into that rainbow device. Basically, they probably have it set up to work as soon as we’re there. Failing that, knock them out, and then drag one to the elevator to make them let us go.”

“Got it. Freak out and hope someone who isn’t us dies in the process.”

“Pretty much.”

“If it makes you feel better,” Absentia muttered, “My first escape plan involved multiple failures trying to perform the same actions of the flight test we couldn’t pass in the first place.”

Cloud Cover turned, shocked. “Really?”

“It almost worked, too, so anything better than that might actually stand a chance.”

“Well, here we go then.”

Corona and Cloud Cover started forward, keeping a steady pace towards the door. The distance was short, but agonizing. At the threshold they stopped, took one last look at the hopeful Absentia, and stepped through.

Suddenly, they were still alive. The room was fairly plain, boasting only a large machine in the middle and several other miscellaneous objects, such as containers and other computers and instruments that must have been used with it. Asides from the contraptions, a single run of scaffolding ran high above the door. It met with a row of large pipes, all shaking unnaturally as the infrastructure of Cloudsdale Weather struggled to remain functional.

“Okay, so much for some climactic fight,” Corona spoke.

“Why fight when we can just end this right now?”

Rainbow Dash burst up from behind the Pegasus Device, spinning expertly as she soared over the foals and landed heavily onto the scaffolding. She walked slowly along the shaking platform, continuing to talk.

“Frankly I’m a little shocked that you see this as some sort of fight, you know? Where’s your sense of harmony?”

Cloud Cover scowled at the mare. “What do you even know about harmony?”

Rainbow Dash continued to walk along the grating with determination, the filly just part of the background to her. “I know harmony is seeking compromise. Laughing at what scares you. Putting yourself before others and never giving up on what matters to you. We compromised with the ponies of Equestria, providing everyone’s means to live while culling our own kind. We laugh at the darkness in these halls. We volunteered ourselves to deal with the grief and pain in order to keep the weather running, and to keep Cloudsdale from being a mockery of our great race. And we have never, ever given up on those goals. What have you done?”

Cloud said nothing while Corona paced slowly, constantly keeping Dash in view. “You immediately decided to destroy the one facility in the country that would leave the planet to rot in its absence. You screamed and ran, and now blindly claw at what you’re afraid of. Instead of allowing yourself to die for the good of the world, you demand you get to stay alive even if it means the plants die and the rivers dry up.

“Tell me, you failures, what do you know of harmony? Your entitlement kills me, truly.”

“Isn’t there a better way, then?” Corona had spoken, shocking Cloud. What is he doing?

“A way to make rainbows, to keep the weather going, without torturing us? A humane process to keep the skies flowing well? Why the pain, why the living hell?”

“Oh, well, I suppose that’s a fair question,” Dash allowed, reaching the end of the scaffolding. She lifted her hooves onto a large valve, letting them sit for a moment. Finally, she turned and addressed the foals, sending shivers down Cloud’s spine as their eyes locked. “It’s really a matter of efficiency. No offense.” She cranked her hooves to the side, opening the valve completely. The rows of pipes over the room all started springing leaks, violently spraying liquid thunder around the room. Cloud Cover dived for cover, hiding in the only covered spot she could see, while Corona propelled himself upwards to the ceiling, hovering away from the dangerous chemical. “Well, it’s nice that one of you is capable of thinking smartly,” a new voice announced, it’s deep tone gravely and condescending. Cloud turned to its source before a hoof connected with her skull, knocking her to the clouds while stars assaulted her brain. She struggled to jump back to her hooves but a thick, dark red leg slammed onto her wing, pinning her to the ground.

“Struggle all you want,” Dr. Atmosphere continued, “I’m well experienced in containing rogue resources.” He erupted into laughter, grinding his hoof into Cloud’s feathers. She tried not to whimper as her primaries were slowly pulled from her wing, and instead simply shook with pain.


Rainbow Dash smiled and took off again, kicking the valve closed with an air of practised style. She bent her rear legs against the massive central pipe and extended, rocketing forwards. At the last second she spun around, cracking Corona’s skull before he knew what to do. The colt dropped onto the cloud floor, spitting up white puffy bits with his impact.

“I told you,” Atmosphere spoke around a length of rope, tying Cloud Cover’s legs together, “that this would be simpler. Good old liquid thunder!” “Well, I was lucky. I still get to use them in the device. Good old survival instincts!” She chuckled at her echo, dragging the unconscious colt towards the device.


Absentia mewled by the door, watching her friends fail so quickly. I ignored my last friends. And then I lost them. They didn’t know I cared for them. But now I’m losing my new friends. But Dash is there! She’s so cool. Stop it! No! No she’s not! She’s nothing like cool!

The mare looked at the series of valves above her adversaries. She knew what liquid thunder did. She had heard of it, heard of others who had fell by its lethal power. She could use it, but gain nothing. Her friends would fall with her enemies. Her wings were so weak and sore. She could fly, but not very well. She wanted to fly. Flying was good. Absentia smiled before she remembered what she was doing. Perhaps she could fly and knock Rainbow into the machine. No, she’d fumble the downbeat and throw her friend in instead. Maybe if she held Atmosphere hostage. He’d overpower her. She couldn’t hurt her foes without hurting her friends.

Did she have to hurt her foes? She looked back to the valve.

She really wanted to fly.

She really, really wanted to fly.


“Everybody wins,” Dash announced with pride, hefting Corona onto the conveyor belt. The orange pony groaned, stirring, but Dash ignored him and walked towards the controls. Atmosphere grinned and stood next to her, helping her do the final set up before the Device could run.

“Rainbow Dash!”


Dash turned in shock, staring at the strange mare standing on the scaffolding. Her rose eyes connected with the dusty purple ones of the stranger, and her heart stopped. “Sc... ?”

“You let my friends go or I’ll open this valve!”

Dash couldn’t speak. She could only look in stunned silence, her body quivering. Eventually, Dr. Atmosphere stepped forward, chuckling nervously.

“N-now, you won’t do that. There’s no point, you see. You’ll take us out, yes, but your friends with us. And without Dash or myself,” he continued, gaining confidence, “you’ll never be able to get out of this factory! So, what now, you foolish filly? What could you possibly hope to do?”

Absentia ignored Hide, still looking into Rainbow’s eyes. She had had a future, once. Cloud Cover had tried to explain that once they were out, Absentia too could have a future of her own. I don’t care about a future, she figured. I just want to fly. “I killed you! You’re dead!”

Rainbow broke her bewilderment, shouting. This is all too familiar nagged at her mind, the thought incessantly bugging her but never sinking in. A migraine instantly flared in her head, throbbing as she tried to understand.

“I killed the failure that let me down! I know it, I remember it so clearly... How can you be alive?”

“I’m not the failure, Rainbow Dash.” Absentia placed her hooves on a higher valve, speaking louder than she had done in twenty years. “I’m not the one who let you down. I’m your sister, Dash.”


“Rainbow, don’t listen to her! She’s just a crazy ma-”

“Shut up, Hide! Shut up with your cool voice! You can’t handle every situation! You don’t know! I’m tired of your constant attempts to wrestle control of this factory from me! I swore I’d protect Cloudsdale Weather! It’s all I have. Only the CWC and... and my sister.” She looked up to Absentia with tears in her eyes. “My beautiful little sister...”

“I’m not your sister.”

“I... what?”

“I’m not your sister. I’m the failure that let you down.”

“But... but you just said...”

“Rainbow Dash, I am two ponies.”

Rainbow punched the ground and then bucked, roaring mad. “Well then who are you, then?!”

“I am the failure that you wanted to kill, and your sister that you could never harm.” “But..!”

“And I am here to take both of those away from you.”

Absentia opened the valve and closed her eyes, feeling time come to a complete stop. The pipe above her yielded instantly, dropping its entire payload of liquid thunder onto the mare. She felt electricity surge through her body, a buzzing fire that burned along every single lead of nerve and tissue in her body. Her brain seem to boil, her hooves seem to vibrate, and her muscles danced and gyrated to the symphony sent to by the chemical all in a fraction of a millisecond. She had just enough time to spread her wings before all control of her body was lost, and she fell backwards over the rail.

Rainbow Dash dove for her, but grief seemed to glue her to the clouds. She landed a foot short, sliding and pushing up the floor in front of her, and watched as Absentia’s tail vanished through the ground before her.


Absentia had never been happier. Her wings sliced through the air, rigid now as wind stripped dirt and grease from her bright orange fur. Her primaries and secondaries were numb, but she could still feel the slightest tingles of intense pleasure they were trying to report. She shivered, not from the cold, but from the extraordinary feeling of soaring through the air, a right she had not been granted since she was just the smallest of fillies.

This isn’t so bad, she figured. After all, falling is just the same as flying, right? The question would never be answered.


“Scootaloo...” Rainbow whispered to the floor. She felt a vibration and looked over, seeing Dr. Atmosphere stand high above her. He looked down on her with sorrow. There was no malice, no show of accomplishment or smugness, simply pity.

“Hide, she... I don’t...”

“Enough ponies have died for the sake of this facility, Rainbow. That was one too many. Don’t you agree? Can’t you see it now? The pain that death causes? The pain we no longer need to utilize to work?”


“I’m tired, Rainbow. I’m very tired. But now we can improve our equipment with Test Tube’s procedures. We can change the world. And then,” he paused, filling his demeanor with pride, “we can rule it.”

Rainbow slowly began comprehending her reality. It makes sense... but now? Why now? “You’re taking advantage of this mess? Now?” She paused, hearing yet another far-off crash, listening as metal ground upon metal and the millions of pipes around groaned in complaint of yet another change. “My facility... My poor, poor Corporation... You did this, Hide.”

“I simply allowed the technology to fail, Dash.”

“This technology was state of the a-!” Her rebuttal was cut short as Hide brought his foreleg forward with a snap, knocking her out. He stood there for a long time, breathing deeply over the limp body of his manager. He would catch hell for it later, but the reprimand would be worth it. She would keep him, of course. He was the only one who could guide the Corporation in its new era.

The era of the Pegasi, he thought, testing the phrase in his mind. Hide finally took a moment to relax, ignoring the chaos before him, his chaos, his artwork. Discord couldn’t hold a candle to him. And then he heard the sob.

The two tied foals had shuffled off the conveyor belt and were shivering behind it. Hide walked around, quizzical. “Don’t worry,” he cooed, slowly untying the filly first. “Although I must understand why you might, I’m also going to ask you to refrain from knocking me unconscious. You’re both free to go.”

Cloud Cover rubbed her hooves, stepping back from the stallion. “Yeah, right.” “Honest. I’ll walk you to the elevator myself.”

“But... why?” Corona walked back as well, hugging Cloud Cover with a wing. “Because you’ve accomplished everything I needed you too, and put on a Tartarus of a show while at it!”

He burst into laughter, walking out into the hallway. Cloud Cover looked to Corona, trying to organize her feelings. Victory was suppressed by outrage and disgust. He used us? For what? And what now?

Corona just shrugged and walked out behind the doctor, albeit with apprehension.

“Well, Cloud? Ready to take on the world?”


The world beyond the elevator doors was empty, and Cloud Cover was having a hard time deciding if she should be euphoric or worried. After everything, she was just let go. After seeing the hell, the torture, the living epitome of death itself, she was being walked out the front door of the Lower Factory, free to jump to her wings and announce to the world what lay behind her, behind the black cloud that hid the Corporation, behind all the secrets and lies.

And she was being led out to do it.

Cloud Cover stopped, causing Corona and Hide to stumble before checking back.

“Little filly, what’s the matter?”

“Why are you doing this? What’s the trick?”

“The trick,” Atmosphere explained softly, “is that with the changes I’m bringing, none of it will matter.”

Cloud narrowed her eyes. Corona simply looked back and forth, nervous, before leaning to his friend and whispering.

“What are you doing? Don’t convince him that his ego is wrong. He’s letting us go! Even if there’s some trick, we can get far away from here. Far, far away,” he trailed, looking to the great pools of rainbow surrounding him.

“If you two children are finished questioning my sanity, you’re surrounded by windows. Shoo, off with the lot of you. Get.”

Cloud walked towards a window, looking back. Atmosphere was waving goodbye with a goofy grin. With a final glance to Corona, she took off with him following.

Everything felt wrong. She should not be flying. There was no orgasmic surge, no instant relief. This is what I had wanted, right? Then why do I just feel queasy?

“You okay, Cloud?”

“And where is everyone, anyways? Why is the industrial complex so deserted?”

“I think I see a bunch of ponies near the town square, and a lot in the shopping complex. Something must be happening.”

Cloud looked about. The city hall was surrounded by pegasi and newsponies. It was not uncommon for the entire town to gather around the mayor for minor reasons; Cloudsdale was very much communal and an announcement that the cloud alleyways would be resurfaced would have been enough to draw a crowd that large.

“Let’s go to the shops, there’s fewer ponies there and we could probably sneak up to a television. Besides, we’ll have a much better chance at getting word out amongst a smaller crowd.”

“Alright,” Corona said, tilting left and soaring out of Cloud’s vision incredibly fast. Within a minute, he had landed by the group, several seconds before Cloud. She came in hot, already shouting before she had touched down.

“Everyone! Everyone listen! Something horrible is going on at the Cloudsdale Weather Corp! They’re doing awful awful things and we-”

“Yes, yes, you little filly! Shush up, we’re trying to listen.”

“Yeah, hold your muzzle, kid. I can’t hear.”

Cloud Cover reeled. “But, it’s not a joke, they’re-”

A set of ‘shh!’s silenced her, causing her confusion to triple.

“Cloud,” Corona croaked, his voice seemingly caught in his throat, “You need to look at this.”

She walked next to the orange colt, and watched the television set in the window he had indicated. On it, a formally dressed mare was reading notes, struggling to keep a neutral tone over her obvious distress.

“...Canterlot officials have not yet released anything concrete, stating only that discussion on reparations will be top priority. In the meantime, CWKN News will be returning to the press release from Cloudsdale Weather earlier this morning.”

The image switched to Doctor Atmosphere, causing the foals to jump back in alarm. He did not seem as tired, nor as dirty as when they had left him. The background was a clean white wall, void of any shaking or leaking pipes and wires.

“I’m sure it will come as an immense shock to the citizens of Cloudsdale, and the Kingdom of Equestria. Never did we intend to keep such dangerous and dark secrets, only to do as our ancestors did before us. The horrors I have described earlier in this statement are not overplayed or exaggerated, and the Corporation understands that there is no valid excuse to our actions, nor will there ever be. We hope, however, that our consistent and never ending drive to beat the limitations, to create new technology, technology decades ahead of the medieval and torturous machinations we used as a last resort, will act as some sense of atonement for the terrible misdeeds we’ve done.

“While this press release comes first and foremost as an honest announcement that our ponies deserve to hear, to know, it could not be expected of us to disregard any attempt at defence. Our forefathers, and those before them, knew that the weather must always work, must always grind in the metaphorical sense, must never ever slip, or the world as we knew it would be destroyed. The only way we--rather, they--could guarantee Equestria’s continued survival would be to harvest the component Spectra from living specimens. They had announced this- and we have records, public records that could be found by any pony curious- and were assured that the weather was more important, as it were considered greater than even our own egos, and must be consistent even at the cost of a life.

“They attempted a volunteer process, but there were no pegasi willing to sacrifice their lives for the good of the whole, and we, as caretakers of the sky, could never bring ourselves to request the lives of ponies who do not understand, Earth Ponies and Unicorns, just how important the sky truly is. Eventually, our ancestors arrived at a solution. The Flight Test failees were already being exported from Equestra, a tradition that transferred from our homeland pre-Equestria, and was allowed to continue as an immense part of Pegasi heritage. The Corporation decided that rather than leave those failures to lives filled with terror, shame, and disgrace, they would use them for the greater good.

“The foals we’ve processed in this company are the heroes of Cloudsdale Weather Corporation’s story. We shall never attempt to paint ourselves as anything but the villains, despite how all our work was dedicated to working past this monstrous job, or rather, responsibility. And that brings me to the secondary purpose of this press release.”

Dr. Atmosphere paused on the screen, leaning to a small jug of water for a drink. The video cut back to the dressed up mare, leaving the after image of the red stallion burned into Cloud’s and Corona’s eyes.

“The Corporation also announced today, in rather technical detail, a new system of harvesting spectra via a new sort of blood drives. They discussed the various technological blocks, as well as advancements they had made, over the last couple eons in development of the system. The details can be found by anypony interested at our headquarters on Circumnumbulous Avenue...”

“I can’t BLOODY believe it!” Corona screamed, kicking at the ground. “This is prepos- hey, Cloud, where’re you going?”

The purple filly was walking away, through the crowd of now disinterested ponies, allowing herself to be knocked around.


She sat at the very edge of the street, where the city reached a limit, and looked down. Far beneath the floating city, and all it’s alluring decor and social psychology, was the barren and dark ground.

“C’mon, Cloud, what’re you doing?”

The filly turned to Corona, tears in her eyes.

“I’m going home,” she said, lazily pushing off from the edge as she unfolded her wings. “Wherever that is.”

Corona watched her slowly glide in circles towards the earth, feeling himself suddenly very alone in the crowded area. He stayed there for a long time, never breaking sight of the forlorn filly flying below. He glanced behind himself, staring at the city of Cloudsdale and the shrouded factory behind it. He turned forward, into the despair before him. Yet beyond that, he realized, there was hope.

And so he dived too, falling towards his friend.

Or was it flying?



Cloud Cover scrambled out of bed, ripping apart her sheets as she tumbled to the floor, still crying and panting. She rested against the wall, hearing her heart pound, and held herself close until the images went away.

“Another nightmare?” Corona asked, lifting his head from his own bed to see his friend.

Cloud Cover just nodded, sobbing quietly.

Corona slipped out of his own covers slowly, stretching the tiredness out of his muscles. He slumped on the floor next to Cloud, allowing her to wrap her hooves around his body to remind her that they were still alive. His head lolled back as her shaking slowed, and soon they were both sleeping once again.


Rainbow Dash paced in the cavernous room, sighing as she caught sight of one more rainbow hair on the cloud before her.

The royal inspection had gone as roughly as she and Hide expected it would. Most of their technology was removed and destroyed, after an incredibly detailed history had been explained directly to the princesses themselves. Now, however, the Cloudsdale Weather Corporation was well on it’s way to doubling--or possibly even tripling--the area of weather they covered before.

“Bad publicity is still publicity,” the mare muttered, giving another strand of hair the evil eye as it wafted down to her hooves.

She wasn’t sure how she felt since she lost... that thing. Who was that dirty mare? Her sister? A monster? Or simply a ghost, a vision in her mind? It was hard to tell in the factory. Workers often mentioned that the place was haunted. Maybe they were right?

She shook her head, dismissing those thoughts. There was only one ghost that mattered to her, and she could not bring herself to ever let it fade into myth. “And this here, Princess Celestia, is the original Spectra Containment Room. The machine at the back contains the series of pumps that transferred the rainbow components to the floors below.”

“Why is it tarped? I am certain my orders, that no section of this facility remain sealed or covered during inspection, were clear.”

“Apologies, your highness. The tarp was utilized to prevent grease or dirt from coming off the pumps and tainting the spectra. I’ll go remove it at once-”

“No, that’s not necessary. The uh...” The princess paused, glancing at the glowing pools of colour with disgust. “The... poor civilians in that pool... well, that the pool consists of... in a way... anyways, uh, they deserve prop- proper funerals...” “Princess Celestia? Would you like to rest some more before we continue the inspection?”

“...Yes, Dr. Atmosphere. I must say, though, that while this inquisition shall remain steadfast on retribution for the crimes committed by this corporation, we may have to consider leniency on the fates of you and your workers. I just... I cannot comprehend the effort it must take to endure these terrors every day for an entire life.” “Princess? I hope you don’t believe we’ve attempted to paint ourselves in any light but a neutral point of view. If the royalty wishes to punish us we shall not provide excu-”

“No, no, it’s fine, Doctor. Now please, I’d like to rest for a while.” “Certainly, your Highness. This way, please.”

The memory made Rainbow Dash smile. She was completely prepared to reveal the Pegasus Device, knowing full well that she could only remain loyal to a company if she were not executed or imprisoned. The loss of the Device would have devastated her, but its sacrifice would mean she could continue to protect and grow her beloved Corporation. And yet, there it lay, still tarped, still sleeping, still hidden from the eyes and minds of the citizens of Equestria.

She moved closer to it, remembering her first day operating the Pegasus Device. She had just finished watching the training video then, and the CWC Mantra had been stuck in her head. Even now, as her hoof wrapped around the cloth, it echoed in her mind, causing the lightest tinge of a smile to play across her face. She pull the tarp away, unveiling the ghost, the Pegasus Device, muttering the phrase aloud to commemorate the moment.

“In the Rainbow Factory...” she giggled, standing back in admiration. “... Where not a single soul gets through...”

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