Well, hi there, everypony! Now, I've kinda been on a grimdark fic spree - and listening to the Rainbow Factory song on loop - and I wanted to try my hand at writing a Cupcakes-like horror fic, and not a one-shot like "Blooded Twilight" was. This was actually partially inspired by a Youtube comment, so... onward!

Warning: The following fanfic is grimdark to Cupcakes-level, and may ruin your appreciation of a certain MLP character and her relationship with those she is closest to. Reader discretion is advised.

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Chapter 1: Planning

"It has to be this way... it has to..."

The studious unicorn known as Twilight Sparkle was within the library which she called home, rummaging around through a series of books. A few of these books were on history, such as ancient ponies who had influenced Equestria in its early days. The ones closer to her though, those that one would for the most part be unable to see, had to deal with various aspects of pony health. Her current tome to scrutinize was one called Equine Emotions: Psychological Studies on the Mind, skimming through each of the pages. Just for research. Never knew when it could come in handy.

She had hoped they would come in handy. The reference guide hadn't told her much else. Would she get hints here? Something that would show her what she wanted? So far nothing to explicitly state outright, but it was giving her hints, ideas. What to do for her plan.

No pony's even ever tried, have they? They never would, but I'll need to, the pony thought. Need to, need to.

The unicorn looked around in the silence, the only sound to be heard being the movements of her own hooves. Her assistant Spike had gone off to Sugarcube Corner - probably devouring cupcakes by now if Pinkie Pie hadn't already done so herself.

Silence, silence was good. Libraries weren't usually for loud noises.

Humming, Twilight Sparkle levitated the various books onto their shelves, before going to the placement of a certain tome on the end of the shelf: the reference guide to the Elements of Harmony.

Oh, those mysterious Elements. Where had they come from? Did Celestia and Luna create them? What was it that had caused the Elements to change hooves? And why? Why?

Was there some sort of process within, a magical process that created just the right conditions for the Elements' qualities to appear in the pony they were connected to? And if so, why did they split? Celestia had used them all to banish Nightmare Moon into the moon, so was there some qualities that one pony could have and others not?

Questions, questions, questions with gaps where the answers would be. But Twilight Sparkle was going to do her best to find those answers. No matter what the cost was. It would be best for generations. If the others died without the elements' essences being discovered, then how would it be known who to go to after they were gone? If friendship, the ponies' survival mechanism that could be turned into a physical form, was gone forever?

The Elements preserved that. And it was clear that the Elements didn't change hooves when the previous holder died - Celestia and Luna were still around, after all. It had to be some sort of quality, not a spiritual aspect that transferred to a pony after death. Celestia had been able to wield all six, after all.

Preserve the essence of the Elements; preserve her friends. Yes, yes, it had to be that way. The clock was ticking. Ticking ticking tickingand it wasn't going to stop.

Running her left front hoof over the cover of the book as it was placed back onto the shelf, she went over to the bookshelf's side and pressed against a spot on the wall with her hoof. A small panel, near invisible, could be seen with the pressure on it.

With that, the bookcase and the wall behind it began to move. Rotating like a revolving doorway, where the solid wall had once been was now a cavernous hole, which Twilight stepped through, summoning a torch before the structure fell back into place.

Aside from the torch and the light from her horn, the unicorn was shrouded in complete darkness. But it didn't matter. She knew exactly where to go.

Making a left turn about 15 feet away from the entrance through which she had come, a spiral of stone steps could be seen swirling down into the depths of the earth. The purple unicorn hummed a little tune to keep herself company as she descended, farther down than the room where she had tested Pinkie Pie's "Pinkie Sense."

Perhaps she'd get to try that again. But that matter would be for a later decision.

Eventually, the spiral reached its conclusion and the pony's hooves connected with the flat cold ground. It must have been quite down deep, this hidden-away space. Just a dark, dank cellar, long forgotten.

Twilight, however, had... improved on it.

The hallway wasn't quite as wide as that of the cavern above, but a portion of this area went from being stone to metallic, with doors made of steel. One, far back and tucked away, was what the unicorn now came to. Punching in a number code next to the door, it opened, the unicorn's humming ceasing upon entering the large room.

It was a room that one would expect to find in a science laboratory - or rather, a twisted scientist who had a thing for horror films and murder. Sleek, silver machines whirled into life, all of various sizes and functions. One appeared to be a scanner of sorts, another looked like a large egg beater with a scalpel, hanging over a table with four cuffs.

But the horror part came with the smell and some of the room's features. Upon several of these surfaces were blood, most dried and caked on from disuse of the equipment, though there was what appeared to be small monitoring mechanisms overlooking them, picking up the DNA signatures and analyzing the bacteria about the place, for here even decay was monitored, examined, and kept for analysis. Suspended atop pedestals were bright white models of pony skeletons - or were they real, skeletal structures of ponies who had perished? They were certainly sterilized quite well, visible under the plastic that covered them and showing no signs of decay, not even a small amount of bone marrow visible. What could be smelled that wasn't entrails was alcohol used to keep everything fresh.

In this way too, there were entrails within a myriad of jars for cleansing, several organs hanging from suspended wires around the room's far left wall. These too, were sterilized, kept in bags to keep dust out and rubbed in a liquid.

It wasn't just the images and the smell of rot and death that accompanied this room's horrors. There were sounds, an audible disturbance of the silence here. Where there had once been a lack of noise was the faint beeping of monitors, the churning of machinery. There was also a more curious noise, one that sounded like the light breathing of another life form. Another pony. A faint mumbling as if somepony was just groggily talking in their sleep. As if they were trying to wake up but not quite awake yet.

Twilight, however, remained unperturbed by the noise, getting rid of the torch and acting as if everything was normal. She knocked on the walls, grinning in satisfaction and letting a laugh escape her as no sound came from the paneling when she knocked her hooves against it. Just silence, as if the hoof had never impacted its surface.

"Perfect!" she exclaimed. "I see the soundproof walls are still holding up!"

The unicorn went over to a dusty, plutonium-shelved bookcase where a special selection of books were kept. Books that would definitely not be found in the upper areas of Ponyville's library which anypony could access on a whim. Books that dealt with the darker effects of psychological torment, workings of the brain, drugs that could dull pain or increase it. Substances that could immobilize a pony; keep them awake, alive. One book was particularly think, though this one wasn't a textbook - it was a book full of notes and diagrams that Twilight had jotted down through her array of studies.

But she was looking for one book in particular, and it didn't take her long to find it. Unlike the others, this book had no pages. In fact, it was just a cover for the moment. Not for long, though. That all would soon change.

Using her magic, she removed the thin book, only the outline of its future design sketched upon its surface - a familiar-looking design, one that many ponies would recognize, a cyan-colored cover adorned with a red, blue, and yellow lightning bolt coming out of a cloud on both the front and back sides.

Twilight smiled, hoof tracing over the cover as she laughed, an unsettling little giggle that had only come from her mouth before during the friendship letter incident. Only when she was planning something. Something big, something desperate, something unhinged were other ponies able to see her.

She slowly turned the gaze of her dilated pupils over toward the muffled noise at last, as if just realizing the voice was there. After levitating the book into its proper place and trotting over toward the machinery to get some pieces of equipment warmed up, she came over to the right side of the room. To a cold metal table where a pony was strapped tightly. Watching the subject slowly open her eyes. Her drugged, sleepy, confused, rose-colored eyes.

"Time to wake up, Rainbow Dash."

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A/N: Yeah, I've chosen for Twilight Psycho to torment Rainbow Dash first. No, this isn't just because Pinkie tortured Rainbow in 'Cupcakes', Twilight actually has a reason to start with Rainbow Dash... think of the mentioning of the Elements. I know this first chapter was short, and may not seem as dark as suspected, but starting next chapter... yeah. This is gonna go into Cupcakes territory, and Rainbow isn't gonna be the only one to suffer Twilight's experiments...