The Venom Inside (Version 1.2)

by Joker the Hedgehog

Rating: teen
Tags: Dark, Adventure, Crossover
Length: 8485

When Lightning Dust merges with an alien symbiote, she becomes Venom, and sets out for Rainbow Dash's blood, only to find herself playing anti-heroine.

Ever since the academy incident, the life of Lightning Dust has taken a turn for the worst. She can barely make ends meet, she has the worst waitress job in the world, and she lives in the crime-ridden Los Pegasus. To her, one mare is responsible for all this: Rainbow Dash. One night, she goes to the Our Filly of Saints church to pray for a way to be able to put Dash in her place for ruining her life. Her wish is soon granted when an alien symbiote crash-lands in a meteor near the church. When the deal is made, Lightning Dust becomes Venom, and sets out to spill Rainbow's blood, unaware that her true destiny and a sinister stranger are keeping tabs on her.

Co-Written with: VampDash

Published 1970-01-01 00:00:00 UTC
Last updated 2015-03-30 22:05:43 UTC

Bonded In Hate

Hello, there… we didn’t see you there. Huh? What do we mean by “we?” Well, allow us to explain. You see, we are Lightning Dust and at the same time, we are not… we are Venom, a creature born from the nightmares of every last pony, good and evil alike, sworn to protect Los Pegasus and punish small-time criminals and freaks like us we suppose… oh, yes, we had dreams, goals, and hopes for the future. We once wanted to be a Wonderbolt, the best fliers in Equestria. We were on the brink of realizing that dream. We had been accepted at the Wonderbolts Academy. In fact, we had even been made a Team Leader. But, all our dreams came crashing down, just because of a little flaw in the plan! That multicolored hotshot Rainbow Dash stole what should rightfully be ours! Spitfire kicked us out and we had no choice but to move to Los Pegasus and get a pathetic job as an underpaid, overworked waitress in a dingy diner… the next time we see Dash, oh, boy is she gonna wish she were never born as we rip her apart piece by piece! Oh, but if we’d known just how much our life was going to change, we’d have simply grinned and bore it…

Let us tell you how we became Los Pegasus's lethal protector...

~

A light turquoise pegasus mare with a gold mane and tail with yellow stripes in it flopped down on her bed. Her name was Lightning Dust, and she had just gotten back from double overtime at the Hayloft Cafe… again.

It isn’t supposed to be like this… I’m supposed to have my own Wonderbolt team! On my rise to becoming captain!thought Lightning Dust. I’m not supposed to be squandering my talents as some lowly waitress! Well, at least I get my heart’s desire in my dreams...

As Lightning Dust fell asleep, however, she dreamed of the worst day of her life…

"That… was… awesome!” cried Lightning Dust, floating as she spoke.

“‘Awesome?! My friends could’ve been smashed to pieces!” said Rainbow Dash.

Lightning Dust smirked as she took to the skies. “Yeah, but they weren’t, right? Although, I can’t say the same for those clouds! We totally wiped them out with that tornado! The other cadets will out there for days trying to bust as many clouds as we did!” she said, extending her hoof for a hoofbump

At this, the other cadets glared at Lightning Dust, including Rainbow Dash.

“A hoofbump?! Seriously?” said Rainbow Dash, shoving Dust’s hoof away. “You made me clip my wing, you sent the other cadets into serious tailspins on the obstacle course, and you unleashed a tornado that nearly demolished my friends!”

“Yeah, and?” said Lightning Dust.

“And, I get that you wanna be the best. So do I, but you’re going about it in the wrong way,” said Rainbow Dash.

“Well, the Wonderbolts don’t seem to think so! After all, they made me the leader and you the wingpony,” said Lightning Dust with a sneer.

Rainbow Dash sighed. “Yeah, they did,” she said…

Mere moments later, Lightning Dust was told to come to the runway. There, she found two guards, along with Captain Spitfire and Rainbow Dash, who were talking.

“You were right. Being the best should never come at the expense of our fellow ponies. Being a Wonderbolt isn’t about how far you can push yourself, it’s about pushing yourself in the right direction. You’ve shown that you’re capable of doing just that,” said Spitfire. She motioned for the two guards to bring Lightning Dust forward, before she ripped the Team Leader badge off of Lightning Dust’s uniform…

Suddenly, the dream changed…

Lightning Dust was flying faster than she knew she possibly could… that multicolored hotshot was in Los Pegasus, and now it was time to use her new power to put her in her place: six feet under a rounded stone that read “Rainbow Dash.” In no time, she found her prey.

“I wonder why Lightning Dust was acting so weird… and what was she talking about ‘a new breed of pony?’ Something tells me she knows something about that Venom creature… better find the- OOF!” cried Rainbow Dash as Lightning Dust plowed in to her.

Don’t you just hate it when somepony gets the drop on you, Dash? We know we do,”said Lightning Dust in a darker, more monstrous voice than her own.

“Who are you?! Scratch that, what are you? And how do you know my name?” cried Rainbow Dash.

“We are the twilight of your pathetic little existence! We are Venom!”snarled Lightning Dust.

Lightning Dust woke up panting… she looked at the clock next to her.

“Oh, crap, I’m late for work!” yelled Lightning Dust as she hurried out the door.

~

“DUST! WHAT DO YOU HAVE TO SAY FOR YOURSELF?!” roared Greasy Steve, Lightning Dust’s boss. He was a tan Earth Pony with a gray mane and tail and a chef’s hat cutie mark.

“Sorry, sir… I guess I overslept,” said Lightning Dust.

“You guess?  You guess?! Maybe I should make you guess about finding a new job!” snarled Steve.

A Pegasus stallion with a gray coat, a dirty blonde mane and tail approached Steve. “Hey, leave her alone,” he said.

Lightning Dust blushed. The stallion was named North Star, who was working his way through college, where he majored in Biology… and she kinda had a crush on him.

“You stay out of this, college boy!” said Steve.

“All right, then… good luck trying to find somepony who gets half as much work done in the kitchen… or the dishroom,” said North Star with a smirk, knowing he had just set his boss between a rock and a hard place.

Greasy Steve moaned. “Oh, all right… but, listen very carefully, Dust: if you’re late again, you’re through. Now, go and get ready,” he said.

“Yes, sir,” said Lightning Dust.

As soon as Steve was out of earshot, Lightning Dust said, ”Thanks for saving my ass back there.”

“Ah, don’t mention it. Say, I was… er, thinking… and you know how the Grand Galloping Gala is in two weeks, right?” asked North Star.

Getting a hunch to where this was going, Lightning Dust said, “Y-yes?” He’s going to ask me out, he’s going to ask me out, he’s going to ask me out! was the thought that raced through her mind.

“W-well… I was wondering if… maybe… you wanted to be my date?” asked North Star nervously. Lightning opened her mouth to give a response but all that came out was nothing but air. The restaurant hung in silence for a short period before North sighed a little. “I get it Dust. You’re probably busy that week anyways. Sorry I asked.” He said in a bitter tone that Lightning could instantly tell meant he was very upset with the silence.

You idiot! Why are you not talking?Lightning’s brain was yelling at her. She scrambled for something to say but still couldn’t find anything to say. The rest of her shift was utterly depressing after this little exchange.

~

A few hours into her shift and the familiar “DING!” sound came up meaning that the last customer had left and the restaurant would close. Lightning, sighing as she did so, hung up the mop and started to walk out. She barely even had a hoof outside of the place when the rain came down.

“OH, COME ON!” She roared to the high heavens as she flapped her wings and flew off. She continued to fly until she passed by a familiar sight, something she thought she wouldn’t ever see again.

~

High up in the skies of Equestria a meteor was coming down fast and hard. It zoomed towards the planet but if a pony looked hard enough they would see that the meteor seemed to steer itself. The being inside could feel the heat from the outside of its compartment and knew that it must have arrived at its destination… its final doom.

~

Lightning walked slowly up the stairs into the Our Filly of Saints Church, each one was drenched in rain, and soon found herself staring at the double decker doors that led to the inside and warmth. She pushed them open and practically fell into the sanctuary before she stood up. She trotted forward and took a spot by a pew…. that was underneath a stain glass window with all of the Elements Of Harmony including the mare that ruined her life. I can’t even cry my heart out without her parading herself over me. Lightning said in her mind as she glared at the window.

~

The meteor finally broke through the atmosphere  but the occupant could feel that it wasn’t the planet that its species had banished it to be trapped on but instead a whole world that was teeming with life. It crashed landed outside a very big building but the rain covered up the sound of it landing. The occupant soon broke free of its prison and started to flow forth. It appeared to be a black oily substance but soon it moved by itself and soon latched onto a nearby spider which started to climb into the building.

~

“Hey Faust…. been awhile huh?” Lightning asked as she stared up at the mural for a giant pony with a red flowing mane and wings, supposedly what Faust, creator of the world, looked like. "The name’s… Lightning Dust. But that’s not what’s important. I-I come before you… humbled… and humiliated... to ask you one… simple request… I want you to kill Rainbow Dash.” She said, paying no heed to the giant black spider above her. Said spider suddenly started to twitch a bit before it fell to its side and the ooze started to drip down.

“Ugh, nasty…”, said Lightning Dust, trying to shake the goo off. “Wait a second…  what is this stuff?” Slowly, more of the goo latched onto Lightning.  “Get off of me!”

But, why would we do that, Lightning Boltamius Dust? No, we shall  aid you in your quest to destroy this… Rainbow Dash. And, better yet, by the might of you own hoof! Besides, we find deities like this… Faust, did you call her? Well, they work too slowly, if at all, whispered a dark and sinister voice.

"What the buck are you?! Somepony help me!" screamed Lightning.

Lightning Dust, why would you deny yourself this once in a lifetime chance to finally know what true power is? And besides... we ARE help. The help you so desperately need to finally slay the proverbial dragon that has destroyed your life and scattered your hopes and dreams to the wind, said the voice.

"Dragon? What dragon?" said Lightning, no longer entirely frightened but now intrigued.

Do we really need to remind you?said the voice as a tendril touched the back of Lightning Dust's neck.

Before Lightning Dust's eyes played some kind of slideshow of black and white images. All of them were of Rainbow Dash and all of them made Lightning Dust's anger and hatred grow.

Ah, there it is... the sweet, sweet taste of your anger. The delicate aroma of your hatred. Bond with us, Lightning Dust, in mind, body, and soul! said the voice.

"Yes!" said Lightning Dust.

Tear Rainbow Dash down from her high and mighty pedestal!continued the voice.

Slowly but surely, the ooze began to spread over Lightning’s body. Her wings turned more demonic. Her muscles also grew larger. And Lightning was loving every minute of it.  By the time the process was finished, Lightning had demonic white eyes, long monstrous fangs, and a long, serpent-like, tongue.

“RAINBOW DASH IS NOTHING MORE THAN A TREACHEROUS SNAKE… AND WE ARE HER VENOM COME BACK TO BITE HER!”snarled the creature. “Now… let’s see what we can do!”

The creature that was once Lightning Dust spread her demonic wings and let out a roar, before flying through the stain glass window with the Elements of Harmony...

Nightmares

To say that Lightning Dust enjoyed her newfound power would be an understatement. She loved it. The enhanced strength, the enhanced speed and agility, the ability to stick to sheer surfaces, everything. Lightning also discovered that she could produce tentacles and shoot a black web-like substance from the top of her front forelegs. She didn't know where the sludge had come from, outer space, a lab somewhere, or even Tartarus itself. And quite frankly, she couldn't care less. This was what she needed to destroy Rainbow Dash.

Lightning Dust used the black webbing to make her way back to her apartment, where she began plotting her first move against Rainbow.

"We must bring her to us. Away from her friends... but, how?" muttered Lightning.

Well, what do you know about her? the creature said inside Lightning's head.

"Well, if I recall what she told me back at the Academy, Rainbow's been following the Wonderbolts for several years. She's hardly ever missed a... show," said Lightning as she made her way over to a stack of newspapers. "Where is it? Where is-ah ha!" said Lightning as she grabbed a poster featuring three pegasi in blue flight suits.

What does a piece of paper have to do with this? the creature asked as Lightning chuckled a little.

“Oh trust me. This piece of paper is just the opportunity we need to get back at that whorse.” Lightning said maliciously.

An air show? Hmm... that might just work... but, how do you know Rainbow Dash will show? the creature asked.

Lightning simply chuckled. "Trust me. Her devotion to becoming a Wonderdolt is almost an obsession. Like I said, she's never, ever, missed a Wonderbolt performance. And when she shows up... Venom will be there waiting for her.”

Venom? asked the creature.

"Well, we gotta call ourselves something, don't we?" said Lightning. She looked out the window and smiled a sinister grin. Two days from now, she would enjoy reading Rainbow's obituary in Front Line, the local newspaper... well, one of them, anyways.

~

Rainbow Dash was flying as fast as she could. It was chasing her, far faster than she could ever hope, unless of course she was prepping a sonic rainboom. She didn’t know why it hounded after her but she knew that this thing was NOT a friend. She almost made it when something grabbed her hoof. She looked back and saw that a black tentacle had wrapped around her back hoof and was dragging her down. She struggled but it just smacked her against the wall.

‘YOU WILL PAY FOR HURTING US RAINBOW!’ A snarling voice called out. She tried fighting against it but it was in vain as she was clawed, punched, and slammed against the walls. Then, from above, what seemed like blood with bits of black in it began to fall on her, before it drilled into her with merciless power.

The monstrous voice suddenly cried out in terror. 'NO! NOT YOU! ANYPONY BUT YOU!' it screeched.

The last thing Rainbow heard before the pain the substance caused her to pass out was something using her voice to say, ‘Oh don’t worry MOTHER. This won’t hurt a bit…. it will hurt a lot! HAHAHAHAHAHAHAHAHAHAHA!’

~

"Rainbow! Rainbow, wake up!" said Princess Twilight Sparkle as she shook her friend, who was currently laughing like a homicidal maniac in her sleep.

Rainbow let out a roar as she woke up and looked around. She was safe in her bedroom. The monster and the red gunk were gone. And her whole body was drenched in sweat.

"T-Twilight? What are you doing here?" asked Rainbow.

"Well, I was practicing my flying and I heard you in here," said Twilight.

"Heard me? What exactly was I doing?" asked Rainbow, a touch concerned.

"Well... you were moaning and screaming and... laughing in your sleep," said Twilight anxiously.

A shiver ran down Rainbow's spine as she remembered the monster and the red ooze that had apparently hijacked her body.

"Oh... it was just a really bad nightmare. A really, really bad one," said Rainbow.

"What about?" asked Twilight.

“I’ll tell you later Twi. I just…. OH CRAP THE SHOW! I’M GONNA MISS IT!” Rainbow shouted as she zoomed out the door and into the air. Twilight just stared at her friend. Concerned as to what nightmare she had was about.

Give 'em A Show

I can't believe I caught the train in time, thought Rainbow Dash as she made her way through the crowd at the Los Pegasus Train Station. There were tons upon tons of ponies making their way through the station, almost every single one of them was headed for the sold out Wonderbolts Air Show at the Vamptanium Stadium in less than an hour.

Well, being in the Wonderbolt Reserve certainly has its perks, thought Rainbow, recalling how she and the other reserve members had gotten some pretty decent tickets.

Unbeknownst to her, someone was watching Rainbow Dash. Lightning Dust, the bangs of her mane now covering part of her right eye, and who was wearing a black leather jacket and black rimmed sunglasses, smirked as she watched her sworn enemy make her way to a taxi cart.

"See, what did I tell you? Rainbow Dash never misses a Wonderbolt show. She's bent on proving herself to them. Wouldn't be surprised if she was in the Wonderbolts Reserve by now," Lightning Dust told Venom.

Before the creature could respond, a filtered voice with Maresotan accent spoke up from behind Lightning, "Uh... who are you talking to?"

Lightning turned around and found two of the most eccentric-looking ponies she'd ever laid eyes on. Both were stallions of different types. One was a unicorn clad in robotic armor that looked to be made of titanium steel. The second was a Pegasus who looked like a stallion version of her archenemy, Rainbow Dash but he also seemed to have fangs, indicating he was a vampony.

Lightning smiled and replied, "Oh, I'm just talking to that little part in everypony that can't stand to see themselves in need or pain."

The stallions glanced at each other. "Okay..." said the vampony one, before he and his armored fellow left.

Lightning frowned. It would be best not to think about those two. The Wonderbolts had a show to put on.

And Venom would bring the final curtain down on Rainbow Dash.

~

Rainbow was nervous as she walked up to the ticket booth. It wasn’t going in that bothered her. No, it was the fact that her dream was so recent and still etched into her mind. Everywhere she looked that had shadows she swore she saw those pale white demonic eyes.

“Eh hum, ma’am, are you going to pay for your ticket or just hold up the line?”

“Wha-? Oh, um, here,” said Rainbow as she payed her three bits and got her ticket.

Why does it feel like something truly terrible is about to happen? thought Rainbow as she moved along.

Suddenly, Rainbow heard a dark and menacing voice chuckle. “Welcome to my parlor, said the spider to the fly…” it hissed.

Rainbow looked around in terror for the source of the voice. “Who’s there?” she whispered, her voice sounding like a mere Fluttershy-esque squeak. She heard nothing else and tried to take her mind off things by finding a spot to sit down. She found one that seemed vacant and decided to use it. She hadn’t even sat down when something sticky attached itself to her shoulder and she was flung out into the middle of the stadium. Thousands of pegasi began muttering in confusion as to why she was down there when a loud dark laughter filled the stadium.

“Ha ha! This is going to be so much fun! Oh, Dashie, Dashie, Dashie, if only you’d known how long we’ve been waiting for this moment!” laughed the dark voice.

I know that voice… thought Rainbow, before something big and black rammed into her. As Rainbow looked in the direction of what had hit her.

And suddenly it felt as though she’d swallowed an ice cube.

The thing that had attacked her was unmistakably the same creature from her dream. The pointed fangs, the long tongue, the spider symbol on the front and back, everything.

“O-oh dear Faust… no. No no no no no.” Rainbow said to herself as she tried everything to try and disprove the sight before her but the creature never vanished.

“Oh, what’s the matter, Rainbow? You look like you saw a ghost. Funny because that’s what you’re gonna be soon!” The creature roared as it leapt from its spot and landed right in front of Rainbow. Its smile never leaving its face as it slashed at Rainbow. Rainbow screamed in pain as the claw raked across her and the blood came to the ground. She tried bucking it but the creature didn’t even seemed fazed.

”Oh, please don’t tell us that’s the best you can do? Hmph. All this time spent living the life that should rightfully be ours, and you can’t even faze us!” said the creature.

“She might not be able to faze you, but perhaps we can!” said a mare’s voice, before three blue blurs rammed into the creature, causing Venom to fall a little ways before halting her descent with a webline.

Venom wheeled around to find the Wonderbolts flying right at her. She hissed, but that didn’t seem to stop the three arial fliers from coming at her.

“Leave Rainbow alone!” yelled Fleetfoot as she decked Venom.

“Yeah! Leave the totally beautiful… awesome...hot…” said Soarin as a lovestruck look crossed his face.

“Soarin!" yelled Spitfire.

“Huh? Oh, right,” said Soarin as he rejoined the frey.

Venom snarled as she was backed into the wall of the arena. “We have no quarell with you three. Rainbow Dash is the one we want to destroy,” she said.

“Yeah, well, ants don’t have any quarrels with boots, do they?” said Spitfire. Venom seemed to pause at this and contemplate the words.

“You’re right Spitfire.” Venom said before four tentacles hit Soarin’, Fleetfoot, Spitfire, and Rainbow. “Ants.” Venom said before a tentacle pointed at herself. “Boot.”

And with that, all bets were off. Venom flew at Spitfire, her hoof turning into a claw, and slashed at Spitfire as she passed by, tearing through the leg of the flight suit and penetrating the flesh beneath.

It was in that moment that Venom realized she didn’t have just one enemy. She had two.

With that thought on her mind Venom charged at Soarin next, anger fueling every swipe of her claws, every strike of her tentacles was made out of spite and hatred towards the ponies who had caused her life's downfall.

"We need to get that thing out of here! Too many innocent ponies could get hurt!" said Rainbow.

"Agreed, but even if we get that monster out, how do we beat it?" said Spitfire.

Almost as if on cue, Venom, in pursuit of Soarin, crashed through some steel girders. The broken pieces rang out through the open domed stadium like bells.

Venom suddenly started flying like a drunken pilot at the sound of the griders, the sounds causing her great pain.

Make it stop! Please in the name of all things sacred, MAKE IT STOP!!! screeched the creature in Lightning's mind as Lightning screeched in agony.

Rainbow, Spitfire, Soarin, and Fleetfoot, however, saw the edge they desperately needed.  Swooping down and picking up what they could of the fallen girders, the four pegasi banged them together, causing a loud clanging noise.

And it drove Venom completely up the walls. She roared and screeched in agony, before she yelled, "Our dance is far from over, Wonderdolts!" and took flight at great speeds.

~

With the creature gone, Rainbow and the Wonderbolts had their injuries attended to. Rainbow was told that her face would be permanently scarred, but otherwise she would suffer no serious injuries.

Once the doctors were finished patching up the Wonderbolts and Rainbow Dash, Rainbow asked the million-bit question.

"So... what was that thing?" she asked Spitfire.

The Wonderbolt Captain shook her head. "No idea... but, whatever it was, somepony has to stop it. And by 'somepony,' I mean the Wonderbolts!" said Spitfire.

"So, what do you think, Dash? Up for some big game hunting?" said Fleetfoot.

Rainbow smirked. "I think I know five other ponies and a dragon who might be able to help," she said.

Shocking Developements

While Rainbow Dash recruited her friends to help identify the monster, Venom returned to her apartment, the black ooze retreating into Lightning Dust's body, revealing the somewhat battered and angry mare underneath. She had come so close to beating Rainbow Dash, and she would have, too, had it not been for the... Wonderbolts.

Wonderbolts... thought Lightning, the name sending a surge of hatred through her. She didn't need them anymore. Just like how she certainly didn't need Rainbow Dash and her bullshit about how her route to greatness was the 'wrong' way.

Tartarus, with Venom on my side, I've gone beyond greatness. I am far superior to any Wonderbolt or Element of Harmony could ever be! And I'm going to prove it by wiping Rainbow and the Wonderbolts off of the face of the planet! thought Lightning as she sat down on a cozy recliner and turned on her TV.

"I got a jar of dirt, I got a jar of dirt, I got a jar of dirt, and guess what's inside it?"

"Idiot," muttered Lightning as she changed the channel.

"'The Mystery Shack is hereby signed over to-SUCK A LEMON, LITTLE COLT?'"

"Heh. I like this show," said Lightning.

Unfortunately, after Gravity Foals came Ultimate Spider-Colt, a show which Lightning truly despised. So, she decided to watch the news.

There, she found a live news story that would perhaps benefit her plans...

~

"We got here as fast as we- whoa, Rainbow, what happened to your face?" said Twilight in horror as she and the other Elements entered the hotel room/temporary research base of the Wonderbolts.

Rainbow smiled at her friends Princess Twilight Sparkle, Ponyville fashionista Rarity Belle, the ever-happy Pinkie Pie, the animal caretaker Fluttershy, and the apple farmer Applejack. "Why did I get the feeling that that would be the first thing to come out of your mouth?" she asked.

Just then, the Spitfire and Fleetfoot entered the room. "Ah, you made it, good. Now then, let's get to buisness. As I'm sure you've heard, somepony or something, crashed the show yesterday and attacked myself, Soarin, Fleetfoot, and Rainbow Dash. This is that creature," said Spitfire, as she passed around a photo of Venom.

Rainbow couldn't help but note the look of fear in each one of her friends' eyes, including Pinkie Pie, as the photo went around. "Twilight, you're Ponyville's resident egghead. Any ideas what that thing is?" she asked.

Twilight shook her head. "I'd say it's a pegasus in some kind of suit, but I'm not familiar with any materiels, experimental or otherwise that could produce results like this," she said.

"Nor am I," said Rarity.

"Fluttershy, have you seen any creatures like this before?" asked Twilight.

Fluttershy, clearly desperate to remain calm, stammered out, "N-no, s-sorry, I d-don't!"

"Actually, girls... I think I might've seen this thing somewhere before. In a d-" said Rainbow, before Soarin came running in the neighboring suite.

"The most crazy and awesome thing is happening downtown! It's on the news right now!"

Intrigued, the gathered ponies returned to Soarin's room. On the TV, bolts of lightning zapped several SWAT Guardponies.

"Is it me, or are those bolts of lightning coming from a pony?" said Rainbow.

Twilight looked a little closer and saw that the electricity was indeed originating from what looked like a unicorn mare.

Twilight gasped. "Is that... Vinyl Scratch?" she said.

~

Vinyl was confused as to why the SWAT where surrounding and at the same time she was scared. Last time she checked she had nothing wrong to provoke the guards so why did they seem to hate her?

“P-please… I don’t k-know what I did wrong.” She begged.

"They're using you, they shot at you, they hate on you, they're all your enemies," voices whispered inside Vinyl's head.

"GET AWAY FROM ME!" screamed Vinyl, who was being called "Killerwatt" by local news crews, before she unleashed a deadly globe of electricity from herself, frying several civillians and causing decent property damage.

"They're not finished yet, they'll send more to put the hurt on you, everypony is your enemy," the voices whispered.

"GET-" said Killerwatt, firing lightning bolts after each word. "-OUT. OF. MY. HEAD!!!" With each blast she made all she did was blast another civilian and on occasion a guard as well. After a few blasts the mare created a shockwave from her body and hit a police cart. The cart was about to hit a pony when it was grabbed by a black claw.

“We don’t think so.” Said a dark voice as the vehicle was sent towards Killerwatt. It barely touched her as the electricity around her blasted it to bits. The electric blue mare turned to see who tossed it at her and went wide eyed.

“Y-you… YOU CAN HELP ME! PLEASE YOU HAVE TO UNDERSTAND I-I DON’T KNOW HOW TO CONTROL THIS! I-IT JUST HAPPENS!” Shouted Killerwatt as she begged the figure who leaped down in front of her.

“A very likely story. One that you might be able to tell if you survive what we’re going to do to you.” The figure said as it bore its fangs and, its hoof turning into a claw as it jumped, flew at Killerwatt and slashed at her, drawing a little blood.

"It lied to you, it slashed at you, it hates on you," whispered the voices.

“No… no it didn’t lie to me. It just… doesn’t understand. I-I need it to understand.”

"It will never understand you, everypony rejected you, your crush spurned you, you're nopony, all alone, with nothing but the paranoia," whispered the voices.

"No... no... NO!!!" screamed Vinyl as a powerful bolt of lightning struck the creature. “O-oh no. I’m sorry! I’m really, really sorry!” She shouted as the creature just screamed in pain.

‘Make it stop Lightning! This is almost as bad as the stadium yesterday but it keeps coming!’

Lightning growled as she tried to focus on stopping the electricity before it killed her, the suit, or both. Finally, she saw an overturned cart. It was damaged, but it might be the thing she needed. Lightning shot a web at the cart and flung it over at Killerwatt, striking the mare from behind.

Okay... that fixes that problem... but how do we stop sparkles over there? panted the creature.

Lightning looked around in desperation, and found the answer she desperately needed.

A fire hydrant.

Bingo, thought Venom, before she made her way over to the hydrant. "Yo, Sparkles!" Venom yelled.

Killerwatt turned to face the smiling Venom, a hopeful grin on her face. "Please... hurry," she said.

"Have a drink on us," said Venom as she tore off the hydrant cover and directed the water spout at Killerwatt. The water hit Killerwatt and began draining her powers slowly but she knew that it wouldn’t be long before they were gone forever.

Finally, this madness will be done with, thought Vinyl as the voices inside her head started screaming in agony and fading away.

Fate, as it turned out, had other plans. A SWAT Guard fired a binding spell at Killerwatt, blasting her away from the water stream.

As some of the remaining Guards attended to Killerwatt, a few of them turned their attention to Venom, insisting that she reveal herself and come with them.

Venom laughed. "Actually, we have a better idea. Let's play hide and seek. We'll hide first. Oh, but remember this: we are far greater than any Wonderbolt or Element of Harmony will ever be! In fact, we are superior to them," she said, before seemingly vanishing into thin air.

Round Two

Meanwhile, in a secret lab, an earth pony wearing a trench coat and welding goggles sat in front of a large screen, watching the footage of Venom fighting Killerwatt. He analyzed the brute strength of the creature. The way it fought was sheer... beauty.

This could be just what I need for my experiments, thought the mysterious pony, who seemed to be operating the viewing device with four robotic tentacles, each equipped with a pincher claw. "Time to send out one of my... boys," muttered Dr. Octopus as he used his arms to send a message.

~

Lightning snuck her way back into her apartment which was easier said than done as she, or rather Venom, was trying to avoid the paparazzi trying to ask about who she was. Thrilled as she was about this they still didn’t hold a candle to the thrill she had when she was hurting Rainbow Dash.

'Well do you know any other way to hurt her BESIDES bum rushing her in a loaded colosseum?’asked the symbiote.

"Well... I suppose there's always a good-old-fashioned sneak attack. We can set up a little trap and hit her when she's not looking...  her defenses will be down... then squash goes Rainbow when she's looking the other way. You like?" said Lightning.

'Hmm... it's pretty risky... but, promise us something. If this plan doesn't work, we get to kill her our way,' said the symbiote.

"Agreed. Now, then, I believe I need to make a call," said Lightning.

~

Meanwhile in a fancy penthouse in Los Pegasus a sleeping pegasus was disturbed by his phone ringing in the middle of the night. “Now who in the nine realms of Tartarus could that be?” asked the stallion mostly to himself. He slowly got out of his bed and walked over to the noise maker. He picked it up and was surprised by who it was.

“Hi North!” exclaimed a very excited sounding Lightning Dust

“L-Lightning? Why are you calling me at this hour?”

"Oh, no reason, just wanted to tell you something. And that something is yes. I will go with you to the Grand Galloping Gala!" said Lightning Dust.

North Star beamed. "That's the best news I've heard all day. Well, aside from those two creatures showing up. You know, the big black thing and that electric pony, Electro or whatever she was called," he said.

"Actually, the politically correct term is 'Killerwatt,' But, what's your interest in them?" asked Lightning.

"Yeah, I'm not supposed to tell you. Well, I should get back to bed. I start my new job tomorrow," said North.

Lightning chuckled a little. "Yeah, I suppose you're right. Good night, North," said Lightning Dust. As North hung up the phone he couldn’t help but wince as his hoof scratched at a spot on his neck. “Faust dammit. This thing just won’t go away.” he grumbled as he itched the spot with a slightly twitching hoof.

~

The following morning, Rainbow Dash made her way down the street towards the Hayloft Cafe, part of her expecting an attack by that big black monster.

It doesn't make any sense. Why would that thing try to kill me and Spitfire only to go and play hero? Maybe it's some kind of sociopath. Maybe sometimes it's good and sometimes it's evil, thought Rainbow.

So caught up was Rainbow in her thoughts that she wasn't paying attention to where she was going and thus walked directly into a turquoise pegasus mare, knocking her to the ground.

"Hey, watch it!" said Lightning Dust as she picked herself up. "Wait... Rainbow Dash?"

Rainbow looked at the mare she'd run into. “Lightning? Is that… are you really here?” asked Rainbow.

“Rainbow…. what are YOU doing here? And what the buck happened to your face?"asked Lightning with venom in her voice.

"Yeesh. Can't say I like the whole emo thing you got going with the mane and the jacket, but I suppose... I was here for the Wonderbolts Air Show, but then..." said Rainbow.

"But then, what?" said Lightning.

"But then, this huge black... thing attacked me and the Wonderbolts. It did this to my face and almost shredded my back," said Rainbow, pointing at her disfigurement with her hoof.

Lightning looked at Rainbow's injuries with what looked triumph in her eyes. “Really? Tell me about it,” said Lightning in a needy kind of tone.

“Um… okay? It was… well for starters it was big and had huge serrated teeth. Its skin was black as the night and it had a spider-like symbol on it’s chest but that wasn’t the creepiest part though,” said Rainbow who said these things as though they were disgusting pieces of filth she found in a trash can. Lightning noticed and quietly growled to herself

“Well…. maybe you and those Wonderbolts did something to offend it,” offered Lightning Dust.

"Only one problem with that theory: according to both Fluttershy and Twilight, no such creature has ever been previously recorded in the entire history of Equestria. And I know I certainly haven't come across anything like it before," said Rainbow.

"Hmm... perhaps this has something to do with some of the... rumors I've heard lately," said Lightning.

Rainbow cocked her head. "What rumors?" she asked.

Lightning Dust smiled. "Well... I hear tell that there's a new breed of pony coming out of the woodwork that is evolution. Very fast, very strong, and if provoked, very deadly," she said, a certain something in her voice.

Said something made Rainbow Dash feel a little uneasy. "Riiight. Well, I'll see you around!" said Rainbow, taking to the skies.

Lightning Dust watched her go, a sinister smirk crossing her face.

"It is now officially showtime," said Lightning, before she ducked into an alleyway and transformed into Venom...

…

 As Rainbow Dash soared through the skies, she was feeling troubled by Lightning’s new darker demeanor.

“I wonder why Lightning Dust was acting so weird… and what was she talking about ‘a new breed of pony?’ Something tells me she knows something about that black creature… better find the- OOF!” cried Rainbow Dash as something big and black plowed in to her.

"Don’t you just hate it when somepony gets the drop on you, Dash? We know we do,” said the creature

“Who are you?! Scratch that, what are you? And how do you know my name?” cried Rainbow Dash.

“We are the twilight of your pathetic little existence! We are Venom!” snarled Venom, her hoof transforming into a razor-sharp claw which slashed across Rainbow’s chest as she and Rainbow Dash flew through the air like drunken sailors.

Rainbow gave Venom a quick kick with her hind legs and tried to escape the demonic creature who wanted her dead for reasons unknown.

“Oh, you don’t get off that easy!” snarled Venom, shooting a web that caught Rainbow in the back. Venom then started reeling in her catch.

Trapped in a vice-like grip, Rainbow struggled to escape Venom’s grasp. Venom then did something that not only grossed out Rainbow, but the pony inside the suit as well: she stuck out her long tongue and proceeded to actually lick Rainbow Dash.

“Oh, we can’t wait to eat your brains… provided you actually have one in that rock you call a skull,” hissed Venom.

“First off, that’s just wrong, secondly, get some breath mints, and third… what did I ever do to you?”

“Aw somepony wants to play the guessing game? Well, since we’re feeling generous how about we just show you instead,” joked Venom as the symbiotic mask slid back, revealing the face of Lightning Dust.

Rainbow’s jaw dropped as she looked into the face of her former Wonderbolt Academy friend/rival. She had been the one behind the mask of that monster. “L-Lightning?! What in Faust’s name happened to you?! How’d you end up like this? Did somepony experiment on you?” asked Rainbow.

“Aw, the direct approach. Well, if you must know… you did this to me! All I ever wanted was to become a Wonderbolt like my grandfather had been. But, because of you, my dreams went up in smoke! I’ve been slaving away at a derelict diner ever since!” snarled Lightning as she pounded Rainbow in the face before tossing her away.

A little dazed, Rainbow said, “Lightning, we can find another way to settle this!”

“You’re so right. How’s about… humiliation? Kinda like how you humiliated me. Only with a lot more violence and physical bodily harm. So, where was I? Oh, yeah,” said Lightning, a tentacle launching at Rainbow, who barely got out of the way.

“One dreary rainy day, I was praying for Faust to wipe you off the face of the Earth, when he decided to give me the power to do it myself. With my new power…” continued Lightning, before the mask slid back over her face. “We will destroy you. And nopony will miss you.”

With that, Venom flew full-on towards Rainbow, her front hooves forming razor-sharp claws once again.

Rainbow, not wanting to get shredded, had no choice but to fly away as fast as she could.

“Predictable, Dash. No matter how fast you fly, we’ll always be faster,” said Venom, before taking off after her prey.

Crud! This is not going well! What do I do?! What do I…. wait…. the stadium. Lightning and whatever that thing she’s wearing… they hated the loud noises. Rainbow thought a moment before Venom knocked her into a construction yard, having caught up due to her speed. There was also a sickening crunch sound when Rainbow hit the ground and a yell of sheer pain as Rainbow saw that her right wing was bent at a very awkward angle. The wing was broken. Venom then landed in front of her smiling all the while.

“GET UP! Come on Rainbow get up! We only damaged one wing! You can still use your hooves to stand so get up! Come on, come on! Pull yourself together! THE FUN HAS JUST BEGUN!” snarled the black monster.

Rainbow stood up, and looked at her attacker dead in the eye. “If this is the way you want it, fine!” she said, before running at Venom and giving her a well-timed mule kick, which actually caused Venom to stagger.

“We were hoping it wouldn’t be this easy. Then again, you know what they say, it’s all fun and games until somepony gains more power than they ever dreamed of,” said Venom, her fanged mouth splitting into a demonic grin. “And that’s when the realfun begins.”

Venom swiped at Rainbow Dash, who used some fancy hoofwork to avoid the monster’s claws. It was at that point that Rainbow found what she was looking for: a set of long hollow pipes sitting above them on a wooden platform supported by planks.

If I can get her to knock out the beams, it should cause those pipes to fall… then I’ll be able to turn the tides in this fight, thought Rainbow, who proceeded to carry out her plan.

“Rah! Hold still, you pathetic little nag!” snarled Venom, who shot a tentacle at Rainbow Dash, who dove out of the way just in the nick of time.

The tentacle hit the beam, which caused the wooden platform to shift towards the two fighters, which in turn caused the metal pipes to fall. The noise of the pipes hitting the concrete rang out like bells.

And it drove Venom up the walls.

“Rarrrgh! Knock it off you pathetic little mare! It hurts!” yelled Venom, hissing and roaring as the pipes continued to fall.

“Why? This is music to my ears!” said Rainbow, before she picked up one of the fallen pipes and began smacking it alongside durable metal support beams, which only increased Venom’s agony.

Lightning! Get us out of here! Please! begged the symbiote.

Lightning Dust mustered every ounce of her willpower to try to get away from the excruciatingly painful noise. She could not, would not, lose the only living creature that truly understood what she was going through. Understood her desire for revenge better than any friend ever could.

It took almost everything she had left in the tank, but Venom managed to get away from the painful noise.

Rainbow Dash then dropped the pipe and flopped onto her back. She’d managed to chase off Venom for now, but the pony inside of that monster, Lightning Dust, was almost like a rogue copy of herself. Tough, fierce, and absolutely, undeniably,  unstoppable.

With that weird goop on her… she might be even tougher than Tirek. Still, at least she has some weakness, thought Rainbow, before passing out.

The Mare In The Monster

“Whoo, boy! That monster must really have it in for ya, Dash! Ya sure ya didn’t do anythin’ to get on its bad side?” asked Applejack as she, the Wonderbolts, and the rest of the Mane 6 watched the doctor patch up Rainbow’s latest injuries from her fight with Venom.

Rainbow sighed. “Well, Lightning sure seems to think so… she’s tried very, very hard to kill me. TWICE now,” she said.

“Wait… that big black monster’s name is Lightning? You’d think it’d go with something a bit more frightening, like Mephiles or Dark Gaia,” said Pinkie Pie.

Rainbow shook her head. “No, Lightning, as in, Lightning Dust, is the name of the pony inside the big black monster. The big black monster’s name is Venom,” explained Rainbow.

“Lightning Dust? As in, the Lightning Dust you were wingpony to?” said Spitfire, surprised at this revelation.

“Yep, the very same one… only now she’s covered in some kinda black sludge that’s giving her superpowers, with the side effect of making her a vicious, brutal monster Tartarus-bent on killing me… to be honest, the only things that I think could stop her is a rock concert or some conveniently-placed metal poles… I still don’t get why she’s referring to herself in plural, though,” explained Rainbow.

Twilight and Fluttershy both seemed thoughtful at this notion. “New abilities…” said Twilight.

“Enhanced strength and speed…” said Fluttershy.

A second later, they both shouted the same word.

“SYMBIOTE!”

“A what?”

“A symbiote is a creature that needs to bond with a host in order to survive. One example of a symbiotic relationship is clownfish and anemones. The clownfish keeps the anemone safe from plankton and other things that could harm it," explained Fluttershy.

 Twilight nodded in agreement. "And in return, the anemone allows the clownfish to live among it tentacles, whereas other creatures would be stung," she said.

Spitfire nodded. "So, this... symbiote, is giving Lightning Dust powers beyond the dreams of normal ponies... but, what's it getting from her?" she asked.

Just then, the hotel room's phone rang. Spitfire answered it and put the phone on speaker.

"Hello?" said Spitfire.

A dark laugh rang out through the speaker. "Hello, Captain... it's us," the voice said.

Everypony shuddered at the sound of that voice. They all knew who it was.

"Lightning Dust? Is that you?" asked Spitfire.

"You're only half right, Captain. We are Venom. We have more power than we've ever imagined. And we're going to use it to slaughter Rainbow Dash, and paint the town red, orange, yellow, green, blue, indigo, and violet with her blood," hissed Venom.

"Lightning, I'm not sure if you're realizing it, but that black gunk you found is twisting your mind. It's some kind of symbiote. You may be getting superpowers from it now, but it's also getting something from you, too. You need to destroy it," said Twilight.

 There was a pause. Before long, that dark laugh returned. "Do you really think we care about that? All of our hopes and dreams were destroyed because of Rainbow Dash! Besides, how can we give this up? After all this time slaving away at a broken down diner, dreaming about the life that should be ours, praying for a way to knock Dash off her high and mighty pedestal, we're finally getting what we've always wanted... we're finally a somepony now," hissed Venom, before the phone clicked.

...

Venom was, as she always was, smiling at the little victory she achieved.

"Was that REALLY necessary?” Venom asked its host.

“Of course it was,” Lightning Dust replied easily as the suit receded into her body. “Besides, we’re a predator, aren’t we? And don’t most predators put on a show of intimidation?”

“You have a fair point… but, we still doubt that was necessary.” Venom repeated.

“Oh, who really cares in the end,” said Lightning. “The point is, we’ve upset Rainbow Dash and made her nervous… she’ll be looking over her shoulder every time she sets hoof out of her hotel, worrying that we’ll be lurking in the shadows, ready to pounce and end her pathetic little life. Besides, we have bigger fish to fry. The Grand Galloping Gala is in two days time, and we still need to find an affordable dress… I wonder if Fancy Pants Fashion has anything within my price range…”

“We have a better idea. Imagine any dress you want… any kind.” Venom told her. Lightning did as she was told.

Before the pegasus' eyes, the symbiote that lived within her leaked out. But, instead of transforming into a black monster, the black goo morphed into a beautiful teal blue dress and made her hair hangout with little bangs on the side of her head.

"Wow... this is... this is beautiful! Why didn't you tell me you could do this?! We could've disguised ourselves as Dash and framed her for something!" exclaimed Lightning.

‘You know we could STILL do that right? Not EVERYPONY knows who We are. Some even think We’re a hero,’ the suit pointed out.

"True... except, that little nag has a princess in her corner, and they're the most powerful ponies in Equestria... aside from us, of course. Even so, it'd be our word against theirs, and nopony dares-

‘So you mean to tell Us that Rainbow Dash’s friends are in effect….. Blackmail? As in… the courts would be too SCARED to stand up to them if one of them is accused of a crime? That’s abuse of power…. something We can use to our advantage,’ the suit stated with a dark chuckle.

“How in the-”

‘If you’ve travelled as long as We have you start seeing similarities between justice systems. We picked up a few.’

"Interesting... there's just one little flaw in that plan, despite it's brilliance," said Lightning.

'And that is?'

"Our voice. Rainbow Dash is a big-time celebrity, being an Element of Harmony and all," said Lightning.

‘Oh? You mean she sounds a little bitlike this Dusty?’ the symbiote suddenly said in Rainbow’s voice.

Lightning blinked several times. "Suddenly, I'm thinking about a new career as a secret agent... let's ruin Rainbow... after the Gala. But, first things first... time to put on the ritz!" said Lightning.