• Published 7th Dec 2012
  • 48,671 Views, 803 Comments

Pegasus Device - AuroraDawn

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

  • ...

Chapter Two

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.


“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!”


“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.


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.