• Published 7th Dec 2012
  • 58,692 Views, 871 Comments

Pegasus Device - AuroraDawn

In the sequel to Rainbow Factory, can two foals survive the secrets of the Corporation?

  • ...

Chapter One

The Pegasus Device

By AuroraDawn

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.”


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 ahold 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 theatre 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 embarassing, 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....


I’d like to thank Autumn Wind, Cthuluigi, Patchwork Poltergeist, Jabberwocky Superfly, Saddlesoap Opera, and Sagebrush for all their help with editing and pre-reading. Thanks for putting up with me as I plowed through this chapter for the last year. I owe you guys, so so much. Thanks as well to the folks in #EquestrianStudy for putting up with me randomly dropping in the channel to ask questions about weird phrasings and impossible concepts. Finally, thank you to all my fans who encouraged me to keep writing. You’ve changed my life for the better.

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Disclaimer: This is a work of fan made fiction, based on the animated show “My Little Pony: Friendship is Magic”. I do not own, nor lay any claim to My Little Pony or any related intellectual property.

This work was made entirely for entertainment value and as a tribute to the amazing work of the Friendship is Magic production team. It is not, and will never be, sold and distributed for profit.

This story falls under a Attribution-Non Commercial-Share Alike 3.0 Unported Creative Commons License. This means you are free to make derivative works upon the concepts within provided your work is non-profit, you attribute the author for any copied materials, and share your own work under a similar license.

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