->''"Now a [[EverythingsBetterWithRainbows rainbow's]] tale [[DarkerAndEdgier isn't quite as nice]] as the story we knew of [[TastesLikeDiabetes sugar and spice]]\\
But a rainbow's easy once you get to know it, with the help of the magic of a Pegasus Device"''

A pair of young pegasus ponies, Scootaloo and Orion, are getting ready for their final flight exam, which will either make their lives if they succeed, or break them if they fail. But during the exam, a pony twists her wings and catastrophically crashes before their eyes. A chain of events leads to all ''three'' of them failing the exam and being taken somewhere unknown, where the glorious city of Cloudsdale won't have to suffer failures such as them.

But the exile turns out to be even worse than expected... Instead of being deported to some unknown land, the three find themselves inside the Rainbow Factory. Barely anything is known about the workings of this place, besides the fact that [[ExactlyWhatItSaysOnTheTin it produces rainbows]]. But now, the three are finally about to find out ([[spoiler:at the price of their lives]]) where those beautiful rainbows gracing Equestria ''[[PoweredByAForsakenChild really]]'' [[HumanResources come from]]... [[spoiler:and to discover the horrifying truth behind Scootaloo's mentor, friend and hero... [[RonTheDeathEater Rainbow]] [[AxCrazy Dash]].]]

And Celestia help them all.

''[[http://www.fimfiction.net/story/5381/rainbow-factory Rainbow Factory]]'' was first written as a ''[[WesternAnimation/MyLittlePonyFriendshipIsMagic My Little Pony: Friendship is Magic]]''-themed song by renowned [[FanCommunityNickname brony]] musician Glaze, aka [=WoodenToaster=] . While it clearly suggests the cheerful Rainbow Factory depicted in the show is [[DarkerAndEdgier not all it seems]], it leaves the actual details [[NothingIsScarier to one's imagination]]. Aurora Dawn later wrote a fanfiction based on the song. Warning: similarly to ''{{Cupcakes}}'', this contains canon character "[[AlternateCharacterInterpretation reinterpretation]]" [[spoiler:(as well as [[DeathFic death]])]] and is very grimdark.

Find the song [[http://www.youtube.com/watch?v=YRx_iXgLAyw here]] and the fanfic [[https://docs.google.com/document/d/1td5r9BGGA7l2-rnlFTnVrJN2NdZclcVWUMoCqaSujnM/edit?hl=en_GB&pli=1 here]]. Much like ''{{Cupcakes}}'' before it, there's also a dose of NightmareRetardant in a parody [[http://www.youtube.com/watch?v=n7HrijDkfHc&feature=g-all-a&list=PL92BE27F054BDAA36&context=G2958739FAAAAAAAAAAA here]], courtesy of ''MyLittlePonyTheMentallyAdvancedSeries''.

Aurora Dawn wrote a sequel to Rainbow Factory, ''[[http://www.fimfiction.net/story/68356/pegasus-device Pegasus Device]]'', about a duo of foals trying to escape the factory as things begin to go wrong in there. The sequel is arguably LighterAndSofter than ''Rainbow Factory'' was, and adds a degree of philosophical depth to many of the antagonists.

Also inspired a number of Blog/AskAPony tumblrs, [[http://ask-factory-scootaloo.tumblr.com/ Ask Rainbow Factory Worker Scootaloo]] set in an AlternateUniverse where Scootaloo passed the exam and got a job at the factory, [[spoiler: [[http://rainbowfactorydash.tumblr.com/ Ask Rainbow Factory Dash]]]], a blog about the manager of the factory in the same continuity as the Scootaloo blog, and [[http://ask-frenzy.tumblr.com/ Frenzy of the Rainbow Factory]], an OC blog in continuity with the previous two. [[spoiler: [[http://ask-ghostlyscootaloo.tumblr.com/ Ask Ghostly Scootaloo]] is revealed to follow an ending where Scootaloo is killed immediately, rather than being imprisoned.]]]]

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!!Tropes:

* AdaptedOut[=/=]AdaptationalVillainy: A weird blend of both tropes; in [[https://www.youtube.com/watch?v=oAON4WjBEzE the Source Filmmaker version of the song]], Rainbow Dash is nowhere to be seen. Instead, the Rainbow Factory is run by ''Fluttershy'', [[IncorruptiblePurePureness of all ponies]].
* ArtEvolution: The animation, models and special effects of the PMV for "Awoken" have improved considerably from the "Rainbow Factory" video. Of note, the shape of Wooden Toaster's mane is refined, the animation is made smoother, and new (gorgeous!) lighting effects are added.
* ArtificialLimbs: The factory worker in the "Awoken" PMV, H8_Seed's avatar, is drawn with mechanical wings.
** TheStinger implies that he's actually a robot.
* AlternateUniverse: Some of the Tumblrs have a universe where Scootaloo passes her exam and is hired to work at the factory. In a current crossover with Blog/AskSeriousRainbow, they're in a universe where [[spoiler: Rainbow Dash is Absentia, and an AxCrazy Scootaloo is the one running the factory.]]
* AxCrazy: [[spoiler:Rainbow Dash is completely and murderously out of her mind.]]
* ColdBloodedTorture: [[spoiler:As Rainbow Dash calmly informs the victims, the Pegasus Device works better if the pony gets his/her ribs broken beforehand.]]
* CorruptCorporateExecutive: Pretty much the entirety of the upper-rank Factory officials... [[spoiler:Rainbow Dash mostly.]]
* CreatorCameo: Wooden Toaster and Brony Dance Party, the song writer and PMV animator, appear as pony factory workers in the original Rainbow Factory video. "Awoken" adds H8_Seed and A Blu Skittle to the mix.
* DarkerAndEdgier: The fanfic itself to the show, big time.
** One "alternate ending" is even darker than the fanfic itself--in it, [[spoiler:Rainbow Dash is revealed to still have a [[SplitPersonality side of her personality]] that still cares for Scootaloo...and the struggle between it and her insane enraged side gets her tangled up in chains and shackles, until she herself [[DeathByIrony falls into the Pegasus Device and dies]]. Scootaloo? She's [[ShootTheShaggyDog still killed by Dr. Atmosphere anyways]].]]
* DisproportionateRetribution:
--> '''[[spoiler: Rainbow Dash]]''': ''You deserve this, you worthless whore of a foal!''
* DownerEnding: [[spoiler:Scootaloo fails to escape, is implied to have been killed, and the Rainbow Factory is allowed to remain operational.]]
** [[spoiler: ''Pegasus Device'' shows that Scootaloo is not dead, however she has instead been held captive in the factory for so long that she has been driven insane to the point of forgetting her own name.]]
* [[spoiler:DrivenToSuicide:]] In Pegasus Device, [[spoiler:Scootaloo kills herself in front of Rainbow Dash, just so she can fly again. It snaps Dash out of her villainy so it doubles as HeroicSacrifice]]
* DrivenToVillainy: [[spoiler:WordOfGod says Rainbow Dash went insane after years of pressure to keep the goings on at the facility a secret.]]
* [[EtTuBrute Et Tu Pluvi Arce Impete]][[note]]Latin vocative for Rainbow Dash[[/note]]
* EverythingsBetterWithRainbows: Horrifically Adverted.
* ExhaustedEyeBags: The pegasus worker in "Awoken". Fitting, considering how much he hates his job.
* FantasticRacism: not exactly racism, but the Cloudsdale society is extremely prejudiced about poor fliers - so much that pegasi who fail their final flight test are exiled somewhere so as to not shame the city. [[spoiler:They're actually killed to make rainbows out of them, but the population doesn't know ''that''.]]
* FirstTimeInTheSun: [[spoiler: At least in a while for H8_Seed's OC at the end of the PMV for Awoken.]]
* [[spoiler: HeroicSacrifice: Aurora]] sacrifices herself so [[spoiler:Scootaloo]] can escape [[spoiler: It doesn't work]]
** [[spoiler: Scootaloo herself does this in Pegasus Device, killing herself to snap Dash out of her villainous ways.]]
* HeelFaceTurn: [[spoiler: Dr. Atmosphere pulls one in ''Pegasus Device''.]]
** The worker that "Awoken" revolves around.
* HumanResources: [[spoiler:or rather ''Pony Resources''...]]
* ItsAllAboutMe: [[spoiler:All Rainbow Dash is concerned with is how disappointed she is by Scootaloo's failure to pass her flight test after all her advice, as opposed to the fact that ''Scootaloo is about to die a horrible death''.]]
* JumpScare: Go ahead, click the link and scroll all the way to the bottom, [[SchmuckBait I dare ya]]. [[spoiler: If you do, you'll be met with an EXTREME close-up of Rainbow Dash's piercing [[RedEyesTakeWarning red]] eyes, her face splattered with blood (some of which [[FridgeHorror possibly belonging to Scootaloo]])]].
* KarmicDeath: Brony Dance Party in the [[http://www.youtube.com/watch?v=KwW9slmrKXo sequel to the original song.]]
* KillTheOnesYouLove
* LighterAndSofter: [[spoiler: The sequel, ''Pegasus Device'', is this in comparison.]]
** [[http://www.youtube.com/watch?v=KwW9slmrKXo "Awoken"]] is this to the [[http://www.youtube.com/watch?v=4PjIhs72l0A original song.]]
* ManOfWealthAndTaste: The manager of the Factory [[spoiler:Rainbow Dash]] wears a suit. Most Factory workers, even the lower-end ones, do as well, though.
* MadnessMakeover: [[spoiler:Though it's justified by her having been in a fight, Rainbow Dash starts out as prim in a strict suit, and by the end of the story her mane is messed up and she's all covered in blood and wounds so her colors can hardly be seen.]]
* MoralityChain: [[spoiler:Working inside the Factory and seeing, even commanding the cold-blooded slaughter of many innocent ponies, Rainbow Dash had only one thing that prevented her from falling into complete insanity - Scootaloo. Once Scootaloo seals her fate by failing her flight exam, Rainbow Dash [[AxCrazy plunges right into the deep end]].]]
* MorallyAmbiguousDoctorate: Dr. Atmosphere, arguably. He's not exactly an evil genius, but he's got an eerie vibe about him.
* MultipleEndings: Though ultimately scrapped, [=AuroraDawn=] wrote three different endings, [[spoiler:though they're all still {{Downer Ending}}s in their own right]]:
** First ending: [[spoiler:Dash starts beating Scootaloo to death when Scootaloo manages to break through to her, causing Dash to develop a SplitPersonality: [[MyGodWhatHaveIDone one side of her is horrified with herself for trying to kill her "little sister"]], while the other remains resentful of Scootaloo and keeps trying to kill her. Dash ends up struggling with herself before falling into her own machine, [[DyingAsYourself though her kind self wins over and apologizes to Scootaloo]] [[RedemptionEqualsDeath before being ripped to shreds]]. Sadly, [[ShootTheShaggyDog Dr. Atmosphere shows up, murders Scootaloo, and manages to cover up the whole incident]].]]
** Second ending: [[spoiler:Same as the first, except Scootaloo survives and the horrors of the Rainbow Facility have been exposed. However, [[BrokenBird Scootaloo is left thoroughly broken over the deaths of three of her friends]].]]
** Third ending: [[spoiler:Similar to the first and second, except Scootaloo becomes a loner and never reveals the truth of the facility to the public since she is more or less implied to be forced to keep her mouth shut.]]
* ANaziByAnyOtherName: Cloudsdale is described as being 'nationalist'. Pegasi who fail their flight tests are ushered away to create the image that Cloudsdale does not produce failures. The failures are often referred to as being less than pony, and the Rainbow Factory can be seen as analogous to a certain facility the Nazis employed.
* NothingIsScarier: In the original song, the evils of the Factory are left to the listener's imagination...
** We get more details in the [[BSODSong sequel]] [[SanitySlippageSong song]] [[http://www.youtube.com/watch?v=KwW9slmrKXo "Awoken"]], which involves an [[VillainousBSOD exhausted worker]] having a HeelFaceTurn.
* NotThatKindOfDoctor: Dr. Atmosphere explicitly states he's not a medical doctor--he has a degree in engineering, and tells the group that he won't conduct any evil experiments on them. [[spoiler:Indeed, they [[SarcasmMode merely]] get killed to make rainbows out of them.]]
* OnlyTheLeadGetsAHappyEnding: the end of the original song's sequel, "Awoken". [[ADayInTheSlimeLight The worker]] [[HeelFaceTurn the song revolves around]] escapes the factory to be met by a friend outside, and even gives [[TheDragon Brony]] [[SlasherSmile Dance Party]] a karmicDeath, in the process. Too bad the factory is still being run by [[TheDragon Wooden]] [[EvilGloating Toaster]], though.
** And if that's not enough, the main worker gets replaced by an android version of himself in TheStinger, meaning that [[ShootTheShaggyDog all of his efforts to escape were for nothing]].
* PowderKegCrowd: [[spoiler:Eventually the captured ponies lash out against their tormentors... Sadly, it's all for naught.]]
* PoweredByAForsakenChild: [[spoiler:Rainbows are made out of young pegasi who fail the final flight test.]]
* ReleasedToElsewhere: All the ponies think the flight test failures are exiled to another country, while the reality is quite different...
* RoaringRampageOfRevenge: [[spoiler:Rainbow Dash completely loses it when the pony victims rebel and Scootaloo attempts to escape.]]
* {{Room 101}}: [[spoiler: The Rainbow Factory is this]].
* SadisticChoice: [[spoiler: Pegasi chosen to work in the factory itself, once they find out the truth about what they do, are given a choice. Keep their mouth shut and be party to the murder of countless foals, or spare one of them but the worker must take the foal's place. Only twice has a foal's life been spared -- Fluttershy and Derpy Hooves.]]
* SlasherSmile: Brony Dance Party, animator of the music videos to the [[http://www.youtube.com/watch?v=4PjIhs72l0A original song]] and [[http://www.youtube.com/watch?v=KwW9slmrKXo its sequel]], dawns one throughout most of both videos, while acting as the quieter of Rainbow Dash's two [[TheDragon head asssistants]].
* TheSocialDarwinist: [[spoiler: Rainbow Dash]] is a type two.
* VillainHasAPoint: ''Pegasus Device'' philosophically delves into the villains' motivations and the economic reasoning behind maintaining the Rainbow Factory, to the point where they sometimes come across a NecessarilyEvil‎.
* WhamEpisode: Chapter 3 of "Pegasus Device": [[spoiler: Scootaloo is still alive.]]
* WideEyesAndShrunkenIrises: [=BronyDanceParty=]'s avatar in the PMV, used to convey insanity rather than fear.
* YouHaveFailedMe: [[spoiler:Rainbow Dash comes to believe Scootaloo deserves her atrocious fate for having failed her flight test, despite all of Dash's tips and pointers. Even though her failure was not really her fault.]]
** It is implied in the "Awoken" PMV [[spoiler:that Wooden Toaster kills Brony Dance Party for allowing H8_Seed to escape]].

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->"You have beautiful eyes..."
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