The smoke form the facility filled the clouds, but it was rainbow's instead of smoke. Blitz looked at the metal building in awe. ''How does this thing stay up here?'' He said in atonement. Rainbow Dash winked ''That's a secret.'' He made a small laugh ''So, do we get to go inside?'' He said eagerly. She smiled ''Yep, Come on!'' She said and opened the doors. They creaked and slammed into the walls, They walked in. It was dark, but the sound of clanking machines echoed through out the factory. The lights flashed on as it revealed giant canisters full of different colors. The tubs on top of them connected and led to a mixer. So THAT'S where rainbow's come from! He looked around curiously and ran to different things left and right. Rainbow Dash chuckled ''Amazing, Isn't it?'' She said proudly. The Blitz asked a question that made her stop ''How are these made?'' He asked, still looking at the large pump. She hesitated ''That's a secret too.'' She said coldly. Blitz ignored the tone of voice and continued to look at the machinery, It was amazing! He then spotted double doors that led to a different part of the facility, there was a sign next to it saying 'Authorized Personal Only!'. That intrigued him more as he walked to it, he was about to push the door open, but Rainbow Dash stopped him. ''You can't go in there!'' She yelled at him. He made a disappointed face and lowered his hoof. He raised an eyebrow, what was in there? He got suspicious but let it go. He smiled at her and she smiled back ''So what now?'' Blitz said and scratched his head. Rainbow Dash thought of something ''Oh, I want to show you something.'' She said and walked to a door and the other side, she motioned him to follow. As she entered the door, Blitz followed and entered a dark room.
Apon entering the room, Blitz tried to look into the darkness. ''Rainbow?'' His voice echoed. The doors behind him suddenly slammed shut, He looked back and frantically tried to open it, Locked. He sighted and looked around, He could see a table with something on it. A musky smell and a creepy feeling surrounded him. Shivering, Blitz walked around, being careful not to bump into anything. He then decided enough was enough and created a little flame next to him. Light immolated form it and helped Blitz see, the flame danced around him, like it was a fairy. The flame followed him as he continued his search for Rainbow Dash. He entered a long, dark hallway that led to a another section of the Factory. He called out Rainbow's name several times before stopping at a door at the end of the hall. He heard screaming form the other side and rushed in without hesitation, on the other side was Scootaloo hung up on the wall. ''What the?!'' He said and went to her ''Scootaloo, what happened?'' He asked and tried to get the restraints off of her. She was bleeding badly, plus her heart was slowing from the lack of blood. ''R....Rain.....'' He stuttered, Blitz raised an eyebrow ''What?'' He said and checked her pulse, she was almost dead....He had to get her to a doctor, FAST! He pulled her form the registrants and put her on his back ''Your gonna be okay.'' He told her and looked to the door. He stopped, Rainbow Dash was standing there, looking at him wickedly.
''Rainbow! Scootaloo needs medical attention, STAT!'' He yelled as he got closer to her. Scootaloo regained conciseness and saw Rainbow Dash. She started to squirm and get away for some reason. ''H-Hey! What are doing?!'' He said to the scared filly, She muttered something and jumped off is back then ran behind a table. Blitz raised an eyebrow ''Whats wrong with you?'' He asked as he got near her. She shivered in fear and kicked him in the face ''YOW!'' He whelped in pain and rubbed his nose ''What was that for?'' He said weirdly. Blitz turned to Rainbow Dash '' A little help?!'' He said to her, But Rainbow just stood there. He looked at her with a puzzled look ''Uh, Rainbow?'' He said. She started at him with piercing eyes and smiled, a chill went down his spine as he backed away a bit. She coked her head to the side ''Whats the matter?'' She said creepily. Blitz then realized why Scootaloo was acting like this,IT WAS BECAUSE OF RAINBOW DASH!! Blitz backed up to a wall ''R-Rainbow....'' He said in fear as she got closer to him. What was she going to do? What would he do? WHO WAS GONNA EAT THE COOKIES AT THE HOUSE?!
As Rainbow Dash got closer to him, he tried to back farther into the wall. Which as impossible for him, she smiled sweetly at him. ''Blitz......'' She said and was now right up against him. He blushed, even tho they were a couple, but this was a bit strange. She made a face of lust and rubbed up gist him. He bit his lip and started to shake. Something was wrong.......but what was it. She leaned in on his face and kissed him. He was shocked but eventually gave in and kissed back. He felt a little better, She stopped and went to his ear. She smiled ''Blitz..........'' She whispered into his ear softly. ''Yes, Rainbow?'' He said happily ''Time to die!'' She yelled and pulled out a knife and plunged into into his chest. Blitz's eyes widened as he coughed blood, He fell to his knees and put on hoof down as he removed the knife from his chest. His vision became blurry with each ounce of blood lose of his body. Rainbow Dash laughed psychotically as Blitz loss consciousness, the last thing he heard and saw was Scootaloo being dragged away, crying for him to help her.
Scootaloo's cry's for help echoed throughout Blitz's head as he got to his hoofs. He was a bit dizzy from the lack of blood, he looked at the gash in his chest. Why would Rainbow Dash do this? Blitz shook his head ''I better find Scootaloo.'' He muttered and staggered to the door. He entered the dark hallway again, it looked longer than before.......He tried to walk down to the other side, but fell to the floor. He was in no condition to walk, he leaned against the wall and slide himself to the end. He reached the next door that led to the main room, sounds of screams of pain and agony stopped him from going in. He then heard Scootaloo's voice, barging in would get himself killed or them killed! He looked around and spotted a air vent, It was kinda risky, but her took it. He blasted open the vent with a flame shot, it smelled like gasoline and death. He crawled through it, following the twisting turns, then eventually found the vent that led to the Main room. He peeked through the ducks and looked around, Filly's hung up against the wall, being stabbed to death, There eyes balls but out of there sockets, instantiates ripped out, body's mutilated. Blitz looked away and puked ''Holy Celestia....'' He coughed and turned to look again. He couldn't believe what he was seeing, Pony's in black suits ripped the bones out and threw the rest in the mixer.....RAINBOWS WERE MADE OF PONIES!!! He covered his mouth in disgust, He looked up at a catwalk above the mixer, Rainbow Dash was standing there with a cape on her neck. He now knew the REAL purpose of this factory, He had to stop this, No matter what!
Blitz was so angry, so filled with rage, he was tempted to blow this factory to kingdom come! But he kept in his anger and locked it back away in his heart. A alarm rang thought out the walls, and a speaker came on ''Lunch Time!'' A cold voice said as all the 'workers' went off to the cafeteria Now was his chance! He kicked the Air vent wide open as it flew across the room, He jumped out and headed for the remaining Filly's hanging on the wall. They looked at him and were about to scream, He put his hoof over his mouth motioning them to be quiet. ''I'm here to help, I'll get you out.'' He said and unshackled one by one. They were about to yell in joy but we reminded them to be quiet. ''Go now!'' He said pointing to the door. They all nodded and headed out into Cloudsdale, He spotted Scootaloo and helped her out ''Go, I'll be there soon.'' He said to the small filly and let her run form the cursed factory, He smiled but it faded when he heard clapping behind him. He spun around to see Rainbow Dash smirked at him ''Bravo Blitz, Bravo.'' She chuckled and smiled. Blitz backed up a bit ''This will stop! They will tell everyone in Equestria will know about his!'' He yelled. Rainbow simply laughed ''Tsk, Tsk, Tsk. Blitz, What are the chances they will believe a bunch of Filly's?!'' She laughed. Blitz cursed, True, not all parents would believe of such a horrid thought. ''To answer your other demand, How will you stop this whole Factory? It's just you here, No one else.'' She said and got closer to him. Blitz's heart thumped and his blood got cold ''B-But the others will know I'm gone!'' He pointed out. She laughed again ''We'll just lie! And even if they found out or got close to finding out, There dead!'' She chuckled. He was afraid she was going to say that, What was he going to do?! Rainbow Got closer to him as he backed up more ''This will be over quickly, Blitz'' She said sweetly and pulled out a knife. Blitz's eyes widened as she dashed toward him and brung down the knife.
Blitz nearly dodged the stab as he cut his cheek. He slided to the side and kicked her into he stone wall ''Sorry about that!'' He said in a caring but serious voice. He looked at the door she told him to to go in an ran to it. He heard her chalking behind him, He bursted through the doors and looked around, Bones and body parts where everywhere! He shook his head in horror and heard the sound of hoofs running across the stone pavement. He had to hide, FAST! He spotted a large cupboard with a gap large enough for him to squeeze through. He ran behind it and slowed his breath, being careful not to be found. The doors slammed open as Rainbow Dash came it, His heart began to thump. The sound of her hoofs drew closer to him, his heart raced faster with each step she made. He saw her shadow stop at the Cupboard, his heart was racing so fast her felt like it was going to burst! Then her shadow move away to the other side of the room. He then let out a small sight of relief, but how was he going to get out with her in the room? He thought for a moment, he looked out the side to see if she was there, nothing. He hide back behind the cupboard, It was now or never! He looked back around, Rainbow Dash was there sling at him with a psychotic face. He gasped as she smashed the Cupboard to the ground, the things inside shattered as strange liquids poured out. He jumped onto the fallen case and ran for the door, but purple Pegasus blocked his escape, he ran away from them and headed to a back door, another Pegasus walke in, he scampered away into a corner and tried to blast his way through. There shadows creeped up behind him he spun around as they drew closer to him, he backed farther into the corner, trying to get more distance between him and them. Rainbow Dash smiled at him as the Pegasus next to her handed her a butcher knife. His eyes widened as she waked closer to him ''I've enjoyed our time together Blitz, But I have to kill you from telling anyone about this.'' She said. Blitz's heart felt, betrayed and stepped on.....Was all there memory's for nothing? He thought about this as she drew closer to kill him.
Blitz felt pain in his heart as it thumped faster and faster with each step Rainbow Dash took. ''GOOD BYE BLITZ!!!" She screamed and raised the butcher knife. Blitz closed his eyes and waited for his grim death, during this time he saw his memory's of Sketch, Applejack, Sweetie Belle, Dart, Rainbow Dash..........The memories made him feel different. He started to shake, Rainbow Dash raised and eye brow ''What the?'' She said in confusion as Blitz's cutie mark started to glow. His eyes shot open, they were pure orange, rage and hate was flaming inside of him as he made flames around him. Rainbow and the others backed away ''W-What is this?'' She said in horror. Blitz smirked ''Something I've been wanting to do for a long time, SOLAR FLARE!!!'' He yelled and released a shock wave of light and fire energy. The bright light flew the Pegasuses back, Rainbow Dash was still standing there, but blinded and hurt. Blitz huffed as he returned to normal ''Heh....That took more energy than I thought.....'' He said and regained some of his strength. With Rainbow Dash blinded, it was a perfect opportunity for payback or escape. Neither were good choices, Getting payback for the fallen filly's would do nothing, and escaping would only be running away form the horror of this place. Then another solution popped into his head, destroy the factory!!! He thought about it, that could work! He smirked and ran out of the room, Rainbow Dash's vision was blurry ''Don't just lay there, GET HIM!!!'' She ordered the others as the struggled to see and go after Blitz. Destroying everything would take awhile, something that was the main source......THE PUMP!!! He ran up metal steps and reached the control panel, all the colorful and complicated buttons made him confused, Man did he wish Sketch was here. He looked around and he spotted what he was looking for, the self-destruct switch. Why, in every factory, do they have a self-destruct button? He slammed the button as a alarm sounded and red lights flashed. SELF-DESTRUCT INDICATED! ALL STAFF EVACUATE THE BUILDING! A robotic voice rang through out the facility, he saw workers run out the door, pushing and shoving. He smiled as he created a fire ball and shot it at the pumps heart, the fire ball hit the pump and a explosion of fire and rainbow's covered the room. Blitz jumped down form the railing and headed for the door, But a sharp pain in his back made him stop a quarter way.
Blitz fell to the floor as he pulled out what struck him in the back, it as a syringe with a strange fluid inside of it. He then felt woozy and then paralyzed, He couldn't move! He could move his eyes, but that was it. Trying to fight off the chemical, Blitz manged to get to his feet. He saw Rainbow Dash frowning at him ''Dammit Blitz! You made this harder then it needs to be!'' She yelled, she was holding her arm. ''You'll pay for dislocating my arm!'' She said in anger. The robotic voice cam on again FACTORY OVERLOAD!!! FACTORY OVERLOAD!!! 5 MINUTES TILL FACTORY DESTRUCTION! Blitz's eyes widened, He had to get out of here! Rainbow Dash gridded her teeth ''Your not leaving her alive!'' She screamed and pulled out a knife ''Neither will you if we don't get out of here!'' Blitz said. He did have a point, if she did manage to kill him, she would die in the explosion. Rainbow Dash then lowered the knife ''Y-Your right.......We have to get out of here....Together.'' She said and smiled at him. She was back to her old self, Blitz smiled back but faded when the voice announced again 3 MINUTES TILL SELF-DESTRUCT!!! They had to hurry! ''Come on!'' He said and grabbed Rainbow's arm and ran for the door, suddenly a piece of burning metal dropped down in front of the exit. How were they going to escape now? He looked around ''Is there another exit around here?!'' He said and looked for any means of escape. Rainbow thought for a moment ''there is a fire escape at the other end of the Factory'' ''No time!'' Blitz said and spotted a small whole in the wall, it was wide enough for them to crawl through! 1 MINUTE TILL SELF-DESTRUCT!!! The voice said again ''Were leaving!'' He said and ran for the whole, Rainbow followed. 20 SECONDS TILL SELF DESTRUCTION!!! Blitz crawled through the whole frantically, he saw a light at the other end ''Nearly there!'' He said and got closer to it 10 SECONDS TILL SELF-DESTRUCT! The voice echoed and then short circuited, this was it! Blitz made it out the other side and smiled, but it was short lived when he looked down to see Ponyville below him. He dropped from the edge and fell feet to feet to be spattered on the pavement. He saw his life flash before his eyes at that moment, seeing when him and Sketch first met, Rainbow and his first date and kiss, Saving Equestria like a boss with Sketch, and Him,Applejack,Sketch, and Rainbow Dash just sitting at there hill, watching the sun set. A tears rolled down his eyes, but flew upward as he fell farther and farther. ''BLITZ!!!'' a voice yelled. Blitz turned over and saw Rainbow Dash flying at supersonic speeds to him, He smiled a bit. Then a sonic boom made her burst toward him, The Sonic Rainboom, her signature move. She grabbed him as she bounced strait upward, and leaving a trial of a rainbow behind her. Blitz looked at Rainbow ''That's my girl....'' He said sweetly as she shot through Cloudsdalle and landed on the clouds, she set him down. Blitz looked at her, then looked at the Factory behind her......THE FACTORY! With out thinking, he grabbed Rainbow Dash and wrapped him self around her. Then the Factory exploded into fire and metal. The fire and metal ran right over them as Blitz acted as a shield for Rainbow Dash. He smiled at her ''B-Blitz......'' She said at him. Then a large, sharp piece of metal shot right through his back and came out through his chest. He coughed up blood, but still smiled at Rainbow Dash. ''Heh.....Just a scratch....'' He said as he fell over onto the fluffy cloud, as his blood coated it red and dripped down into the sky below. Tears entered Rainbow's eyes as she crawled over to him ''Blitz! Come one, you can make it!'' She sobbed and held on to him. Blitz took out the metal and threw it over the edge, he layed on his back and looked at her ''R-Rainbow.......I'm sorry......'' He said as his heart slowed. Rainbow held on to him tighter ''I'm sorry I couldn't protect you more than I could........I've always loved you......But my time in this world is over.....'' He smiled at her with blood dripped down his mouth. Rainbow Dash cried more ''NO! BLITZ DON'T GO!!!!'' She cried and hugged him ''Rainbow.....I'll always be with you, remember that......and before I go.........I want to to have this....'' He said slowly and pulled out a necklace with a heart locket. Rainbow Dash looked at it, it was cooled with diamond encrusted on the sides. In the middle, in silver, was the letters B and R, she opened it and it revealed a picture of Blitz and her. She cried more ''Blitz...please don't go!'' She sobbed and hugged him tightener ''Sorry Rainbow.......but my time's come.........Love ya.......'' He chuckled a bit before closing his eyes forever. ''Blitz? BLITZ!?!?!'' Rainbow cried as she thumped on his body ad sobbed deeply. She looked up form his body and into the sky, seeing Blitz face smiling in the shape of clouds.