I love the idea of the ponies waiting to kill Winston while he writes down his screams of pain.

Fun fact! The other game from this developer is squirrel stapler, where god is a squirrel. The note saying squirrels want to stop the production is a way of god himself stepping in the way of hell

I don’t know why but it’s really funny to me that Mark can’t pronounce the name of the developer, with whom he’s probably had extensive contact during the production of the movie based on their game😂

Winston: "I'm sure the horses I create out of people using dark magic given to me by Hell itself will be beautiful, gentle, and good."

I love the idea of Winston the CEO writing down his screams of agony and making sure to sign off on his letter as he’s being attacked

Can't wait to hear Mark talk about how hard working with horses on set is for his next movie

5:35 For those who don’t know what flaying is, imagine you have a potato, and you want to cook and eat the potato, but the way you want to cook it requires the skin of the potato to be removed, so you have to peal the potato first, but you also want to keep the skin intact so you can use it for something later. Okay, now imagine you’re the potato.

The pony: walks Mark: damn it's a magical one!

Yeah all the notes were pretty much just me alone in my room laughing uncontrollably to myself. This was a nice surprise, thanks for playing!

Them wanting to keep the sin levels down while also being owned by Hell itself is probably an attempt to keep everything hidden from God. "Alright guys, be on your absolute best behavior, if God figures out what we're doing here he's gonna be PISSED"

I’m not the first to notice this, (I found a play-through of this a good several months ago, and someone there mentioned this. Haven’t seen anyone here bringing it up) but there is a really cool effect to notice with the visuals. Namely the colors. When you start off with no blood split, the world is these harsh whites, blacks, and greys. Steadily as you shoot more ponies and spill more blood, the more colors start to appear. Red blood, orange and yellow windows, blue lights. A nice potential nod to the MLP’s Rainbow Factory. Anyways, figured share this here if anyone else wanted to dig deeper.

The fact that Winston thought that asking HELL to help him in making KIND and PURE magical ponies is a perfectly fine idea is the top hilarity of this game I bet he just sat at his room, giggling to himself while making all the bad management decisions without checking if they really work until the ponies broke in and "HOW COULD HEL BETRAY US LIKE THAT? NO NO AAAAAASSSSSdfgghj

Other horror games: "Hold shift to sprint" _The Pony Factory:_ "Hold shift to walk slowly"

I love the Squirrels implying that Squirrels = God and Hell = Ponies. Interesting lore connections to be had there for Squirrel Stapler and vice versa.

36:27 "The man smiled as he walked through the abandoned parking lot, away from the pony factory. He'd found and stolen the source of the pony magic and escaped with his life. He'd done what others thought impossible. And now he would succeed where his father failed, with the power of hell at his fingertips, he would create his own pony army. Far larger and greater. All he needed were victims to transform and a factory in which to do it. Hell had planned all this and it smiled too, in anticipation of what was to come."

just a moment to appreciate the idea of a "precarious death pit" in case the workers wanted to kill themselves due to the horrors of sin, and a bigger moment to appreciate the fact that mark didn't just randomly decided to jump into it the moment he saw it

That line... "Attaching additional weapons systems opens up bolt gun operators to the world of special operations...", that's straight out of the handbook for the USFA Zip 22, possibly the worst firearm ever made. I just wanna give some appreciation for that niche as heck reference.

I want to start a band call "Electrical Skin-Peeling Whimsy". It will only feature avant garde, free-form jazz with a constant background of agonized screaming.

In a game where ammo is at a premium at the best of times, there goes Markiplier, just peeing it away down random empty halls. The number of times Mark makes it through a game on sheer luck is actually impressive. Finding ammo the moment he needs it, and somehow ending up having exactly as much as he needs in the moment. Also, this game was definitely inspired partly by Doom 3 for making it so that the flashlight and weapon can't be wielded alongside each other. Then again, why would anyone want something as silly and useless as *ILLUMINATION* in large, nearly empty, and *PITCH BLACK* rooms, especially when there are *FAST MOVING ENEMIES* who *TAKE OFF LARGE CHUNKS OF YOUR HEALTH WITH EACH HIT?* Seriously, seems like the first hit always shaves off literally half your health, and the follow ups take anywhere from five to twenty per hit. As long as your health is above half, enemies just do fifty for the first hit, and then *maybe* they'll do a small scratch, or maybe they'll put you right on death's door.

Game: "Hold down the mouse button to fire the gun." Mark: "This instruction won't help me because I can't read!"

is this whole game an extreme version of that one joke about a little girl writing a letter to satan instead of santa asking for a pony?

This game is a goldmind of band names. Welcome to the stage, Skin-Peeling Whimsy!

Ya know... It makes me quite happy that at least half (if not most) of the comment section and ppl that watched this also thought it was a game about "Rainbow Factory". Which was a horror song based off of My Little Pony Friendship is Magic. There's been a whole plot point surrounding it in the MLP fandom. Along with creepypastas. I think it recently dwindled in popularity, but we've also had an MLP infection phase. That phase was also reminiscent of Rainbow Factory. And now, for me at least, this game has been added to the fandom history of MLP.

As a person who have a pony I can confirm this is not how ponies are made

Loving the mix of "2015 rainbow factory creepypasta" and "1950s B horror movie". Surprisingly unique

Props to Winston. He took the time to write down his screams and sign the note as he was being dragged away by "My Hellish Ponies."

That’s actually really awesome Mark is educated on the Kellog situation because it is an important topic that needs more attention

Plot twist: MC is a magical angel squirrel.

I love how Winston genuinely writes "Since management is Hell itself [...]" and think they're out here making people's lives better :')

You know, at first I thought this was going to be a game where you, in fact, run the Pony Factory and build the horrifying magical ponies out of sinners and horse parts. And I'm kinda disappointed that it isn't a game like that.

omg David made a silly Doom 3. The harsh black shadows, logs from dumb corpos surprised when exploiting hell backfired, demons with dodgeable projectile attacks, even the crappy flashlight you can't hold at the same time as your weapon. I love it! And the writing is hilarious

4:11 Never have I ever heard someone say the phrase "Is that a magical pony?" in the most terrified voice I have ever heard in my life.

The part where Mark picked up the flashlight and he turned around to just see the pony standing there had me in tears

If this came out in 2011-2015, many young MLP fans and bronies alike would be scarred for life 😭

22:30 If I ever make a horror game, it’s going to take place underwater and the main threat will be dolls/mannequins. Just to fuck with Mr. President over here.

Mark: Complains about running out of ammo Also Mark: Keeps shooting down hallways without seeing enemies

17:50 The insult comes from comparing the women to the dog. Literature historians have theorizes it comes from female dogs in heat to dehumanize and embrass the woman. During that time, people believed dogs in heat were too needy, too barky/whiney, and too "adulterous." No, I'm not joking about the last one. 😂

Hello Mr president.

13:18 hearing Mark say that like Heavy TF2 made me so happy rn

" the man who made iron lU -- " MY BROTHER IN CHRIST YOU JUST MADE A MOVIE ON THAT YOU SHOULD KNOW .

The insult you are looking for Mark, is "son of a mare."

"Winston thought they could be beautiful, gentle, and good. Hell had other plans..." Are one of those plans creating the rainbow using a machine that grinds up live ponies like a certain grimdark I read a few years ago?

Holy shit, I think this is inspired or based on Rainbow Factory, especially because of this one coincidence: At 5:54 we see the note mentions liquid lightning, and in Pegasus Device, Scootaloo/Absentia opens a valve of liquid thunder as she kills herself in front of Factory Dash by getting electrocuted by said liquid thunder/lightning in the pipe

To the ones who missed the message at the end of the game it said The man smiled as he walked through the abandoned parking lot away from the pony factory. He’d found and stolen the source of the Pony Magic and escaped with his life. He’d done what others thought impossible… Now he would succeed where his father had failed. With the power of HELL at his fingertips. He would create his own Pony Army far larger and greater. All he needed was victims to transform and a factory in which to do it… Hell had planned all this and it smiled to in anticipation in what was to come… PRESS ANY KEY

12:29 Was that a Squirrel Stapler reference? Given that the "God" there is a giant floating mutant squirrel head and everything, and both were made by David Szymanski?

This is the greatest parody of the standard horror game genre I’ve ever seen. Well-meaning entrepreneur engages with powers he doesn’t understand in order to achieve a stupid goal that doesn’t really seem worth it, avoids all warning signs while continuously writing down convenient exposition on sheets of paper scattered conveniently around the disaster sight, only for the entirely foreseeable consequences of his actions to ultimately kill him. Then the protagonist shows up and obtains a completely original object that definitely is not a weapon but just so happens to function identically to a weapon that already exists and is entirely unusable for its supposed intended purpose. It really highlights the absurdity of the standard horror games that we accept for whatever the hell reason.

The lighting and shading is perfect, and it's clear the game' design was always about lighting and flickering- the light of gunfire and enemy attacks, a slow swap between flashlight and gun, and of course, the fact the enemies move at like, 5 fps movement so they can seemingly teleport in the dark for effective and natural jumpscares. The addition of color in the second half works as it feels "wrong" after so long in the black and white, and also because the player knows enemies are jumping out at them, and the sheer number of them in a dark room would be annoying. I'm liking the Dev's approach to "stupid horror" where it's not that there's an eldritch force compelling people to do bad, but rather one person is so utterly deranged AND stupid it allows for hell on earth. Squirrel Stapler is literally one crazy guy doing something so stupid the Squirrel God shows up to take him out ,and this is a CEO Brony so cooked he can't even put 4+1 together, and his son is a chip off the block. I really like it because of how horror always lately has this genius mastermind setup - where the bad guy has no staff, no living servants, and yet his cunning plan and master manipulations bring about hell on earth, and the player is helplessly walking in his machinations, doomed to a deathtrap at the end in spite of their skill. Andrew Ryan masterfully rules Rapture, Drew Dyin' just wanted to have a utopia at the bottom of the ocean, but feels a bit dry and wants to open up the top for some "fresh water" and figures it'll all just drain out the bottom.

if i had a nickel for every time i saw a game where ponies had a weird connection with hell, i'd have two nickels. which isnt a lot but its weird that it'd happen twice!

Scary happenings list because somebody needs to god damn it 4:10 - scary horse scream 5:07 - pony #1! 7:15 - pony 2, scary metal scrape noise 7:40 - pony 4, another screechy scraping noise 8:21 - pony 5! Very underwhelming, you get a good look at what they look like 9:32 - dark halway pony 9:57 - pony 7, doesnt die yet 10:08 - scary noise, pony 7 again 10:20 - pony 8 10:39 - standing pony #1! 11:55 - pony 8, not so sneaky 13:06 - hallway pony 9 amd 10 13:34 - standing/magic pony 2 13:49 - standing 3 and 4! 16:25 - standing 6 and 7 16:48 - standing, quite a few of them, easy take down 👍 17:25 - another standing 17:37 - standing 17:46 - another pony 18:04 - another 18:18 - pony 20:50 - big boy #1 21:43 - big pony 22:37 - crawly pony 25:08 - standing pony 25:21 - another pony 25:36 - fast boys 25:54 - nother standing pony 26:04 - few little guys 26:22 - standing 26:43 - crawly breathy dude 26:52 - sneak attack 27:39 - behind the pillar 27:52 - standing 28:21 - few ponys 29:17 - crawlys, no ammo 29:42 - standing ponys 30:11 - around the corner, scary scream 30:26 - breathy pony 31:22 - crawly guy 31:46 - magic standing pony 31: 57 - pony 32:14 - pony n a scary scream 32:23 - pony 32:47 - magic pony 33:12 - around the corner 33:58 - big boy 34:35 - pony 34:44 - big guy 34:57 - big skull guy boss fight Realized while making this that doing these lists make the jumpscares less 'scary' for myself. The game being scary wasnt ever a problem for me, it was always the super loud kind of jumpscares and just big noises in general, so these kinds of lists always helped me prepare my eardrums. Ok ty bye

Mark briefly contemplating the etymology of the word "bitch" is probably my favorite part of the entire video

*IN THE RAINBOW FACTORY...WHERE YOUR FEARS AND HORRORS COME TRUE....IN THE RAINBOW FACTORY....WHERE NOT A SINGLE SOUL GETS THROUGH....*

the theremin goin in the background is so lovely to hear. I know thats weird to hear cuz its a weird instrument to want to be lulled to sleep with.... but i love it

"I have limited ammo" proceeds to shoot 20 bullets at nothing😂😂😂

"The guy who made Iron Lung." Can't wait for the Pony Factory movie.

My Little Pony Infection AU core

Am I the divine- AHHHHHHH 7:08

"Tactical Long-range Animal Husbandry" had me rolling! Something about that combination of words is the funniest thing I've heard all day.

24:32 The famous written "Aaarrrrggggghhhhhh" from Monty Python and the holy grail.

I hear the Pony Factory is where fears and horrors come true…and perhaps that not a single soul gets through

I had a heart attack from that second pony jumpscare

I was so excited I thought he was playing a rainbow factory game 😭

"whimsical flaying" are two words that I never thought I would see together 🤣

8:19 "Press right mouse button to swap between the bol-" _Come as You Are intro_

Man, whoever did the music for this game just went HAM with the theremin

Davids ability to really convey depravity or despair, while also using a comedic or semi-comedic tone is really impressive. Most horror games struggle to straddle the lines between silly and scary, but I feel both Yames and David do really well in playing their games completely straight, but still self aware, putting the awkward comedic realisations on the player. The moment from iron lung when you realise there are multiple moons and you are there for kinda no reason (which can evoke a nervous giggle, its dryly comedic in a sad way) or the moment in discover my body when the guy grows his mothers face on his leg come to mind. They're both horriffic moments, but its clear the devs understand the comedic undertones they will carry, and give them time to breathe like any ordinary joke, which in turn allows horror to seep back in naturally as the player thinks about their situation.

Love how Winston the CEO wrote his screams on a note, true dedication to his notes

i love the random things that mark says when he plays these kinds of games

17:27 i feel like markiplier is the only person who can talk about the origin of the word "bitch" while shooting ponies with an automatic rifle.

Fredrique Flint-stone and "Hold shift to walk slowly" are amazing

Ponies in a factory? Crazy stuff

Mark: *Releases Iron Lung* "Alright let's make some ponies"

i adore that this game doesn't take itself seriously in the slightest

David's ability to make something terrifying and goofy at the same time is extremely admirable

Just to confirm how even crazier than Mark makes him sound Kellog was, the majority of Men today are circumcized, but female circumcision is not practiced in the US legally. This is not because Kellog didn't recommend it, it's because his suggested method was to burn off the clitoris using carbolic acid.

Why does his facial expression change so quickly at 9:56

13:18 The sound of progress, my friend.

2:16 Sylvester Graham was the same way. He believed that the creation of something that tasted something like sawdust would cure self pleasure but now all anyone wants to do is grab S'more.

2:15 to build off of that, there were actually two Kellogg brothers, one who did what Mark says he did and the other was the one who came up with the cereal. It's actually funny to research about because there was a lot of conflicts between the brothers over corn flakes

3:10 me with any amount of money

23:46 “Ruh-roh!” 😂

"hmm this town is starting to lose their morals, who might possibly know how to bring back good morals? Oh I know hell the place famously full of people with good morals"

the genius use of hard light made this so fucking terrifying, not to mention how slow the switch between the flashlight and the gun feels. depending on where you are, those few seconds staring into the abyssal darkness are agonizingly long. just watching mark play made me want to look over my shoulder and double take at everything.

"magic friendship energy from hell". Wow.

Mark: **finds a gun** Gun: **has limited ammo** Mark: **proceeds to waste a lot of ammo**

Lemme get this straight: Winston… reached out to HELL… and was surprised when things went wrong… I’m sorry, we sure HE wasn’t one of those ignorant folks he complains about? Edit: 3:26 YOOOO WARHAMMER 40K REFERENCE

the mechanic of the muzzle flash providing light is peak game design and devs need to take note.

I hope there'll be a low-budget KZfaq adaptation of this in a 60s/70s horror style by an obscure KZfaqr.

you could use a pony army to get rid of hell lol

WHY DID I THINK MARK WAS GOING TO PLAY A MY LITTLE PONY GAME😭😭

13:19 "Zhe sound of progress, my friend." ~ A beloved German doctor Edit: 666 likes, nice.

Mark has made two separate references to Meet the Medic this year, perhaps by accident but it's very funny.

I'm a huge horror fan, so most of the time the games that Mark plays don't scare me, especially jump scares. But this? A whole different thing.

Just finished cooking dinner and sat down looking for something to watch. Impeccable timing.

This factory feels like something that Carl from Llamas with hats would build.

This is literally the story of rainbow factory. The inclusion of ponies is just so perfect 😭😭😭

Ah yes, Fredrique Flint-Stone. Former construction worker turned spokesman for Fruits n' Pebbles.

"A weapon of war designed by Fredrique Flint-Stone" I know this whole game is a joke, but that part really got me, the idea of Fred Flintstone designing weapons for Hell itself is really funny to me.

Seeing pony and factory in the same title gave me so many flashbacks to a certain music video from 2012

We should get Mark to play Dusk. For the uninitiated, Dusk is another game by David Szymanski and is probably how most people find out about him, aside from Iron Lung. Dusk is also published by New Blood Interactive, the same company that published Ultrakill.

32:09 Markiplier YIPPEE!