The Amazing Spider Mare: The Symbiote Saga

by SuperPinkBrony12


Glorious Carnage

"Ow!" Pinkie Pie exclaimed, as a cold washcloth made contact with the exposed scratch and bruise marks on her back.

Mrs. Cake, for her part, only made a tsking sound. "I know it hurts, Pinkie, but it'll hurt even worse if I don't clean and patch up these wounds. You really should take better care of yourself, or one of these days you're going to end up in serious trouble." she scolded.

"I know, Mrs. Cake, but crime never takes a break. I don't always have time to tend to my wounds when I'm battling against these super powered freaks." Pinkie Pie replied.

"Even so, you've really got to be more careful," Mrs. Cake advised. "You can't just keep throwing yourself out there day after day without stopping. You do have limits, whether you admit them or not." And she went back to work on cleaning Pinkie's wounds. Pinkie, for her part, tried her best to remain silent.

All the same, Pinkie's thoughts kept drifting back to Venom's parting words, and the revelation that Venom had left behind an offspring now travelling with an unsuspecting Rainbow Dash (assuming it hadn't already bonded with her). "Things just keep going from bad to worse when it comes to these super villains," she thought to herself. "First it was The Rhino, then Electro, then Venom, and now Venom's offspring," she then sighed, before her thoughts drifted to a recent piece of good news. "Well, at least I have Cheese Sandwich back. I just hope I don't end up regretting letting him become my sidekick."


At last, Mrs. Cake had finished cleaning Pinkie Pie and had patched her up as best she could. Despite Mrs. Cake's insistence that she rest and recover, Pinkie Pie went to go suit up. "There's still a symbiote on the loose, and I possess the only thing capable of stopping it. I just have to hope the trail's still hot." she told Mrs. Cake.

Pinkie Pie quickly suited up, slipping the suit on first and making sure her arms, legs, and tail were in their proper place. Then, she pulled the mask over her face, completing the transformation. With that done, she checked the spidey armor, making sure that the button wasn't damaged or that the armor wasn't going to hold. "So far, everything seems to be working. The armor passed its field test with flying colors." she thought to herself.

Just after Pinkie had finished suiting up, Cheese Sandwich trotted into the room. But as Pinkie quickly noticed, he'd already selected a costume for himself. His suit consisted of a black, silky like thread that allowed him to move about freely, and matched the black facial mask with eye holes. On his arms and legs were a pair of white boots, and around his waist was a utility belt that among other things held a small line launcher.

"Wow, Cheese, you look.... different." Pinkie commented, unsure what to make of Cheese's choice in costume.

"Thanks, I knew you'd like it," Cheese replied with a smile. "And I've already got the perfect name for my crime fighting alter-ego, Black Cat."

"Aren't black cats bad luck though?" Pinkie asked.

Cheese laughed. "That's just silly superstition, but this is one black cat bad guys won't want to cross paths with."

"I still didn't say for certain you could be my sidekick," Pinkie quickly spoke up in protest. "Just because you have a costume, doesn't mean you go running around, fighting crime. Don't forget, unlike me you don't have superpowers!"

"I know that, and I'm not going to be careless," Cheese promised. "But I'll be darned if you expect me to just sit on the sidelines and wait. Face it, tiger. You just hit the jackpot! You've got a special somepony, and a super cool sidekick, wrapped up in one package."

"You really wanna do this, don't you?" Pinkie Pie asked.

"Oh absolutely!" Cheese Sandwich replied. "Besides, this one's personal!"

"This isn't about revenge, we're not chasing after that symbiote to settle a grudge!" Pinkie firmly declared. "And if you ARE going to be my sidekick, you have to follow my rules. So if I tell you to run or stay out of something, you do just that, understand?"

"I understand," Cheese agreed. Secretly he whispered. "But don't be too surprised if I don't completely follow them to a T all the time."

"Alright then 'Black Cat'," Spider Mare said boldly. "Rainbow Dash was headed for Cloudsdale, so we'd better stop by Twilight's place and have her cast that cloud walking spell on us before we do anything else."

"Ready when you are." Black Cat replied, pulling out his line launcher.

"Good, follow me." Spider Mare instructed, and after opening the window swung down to the streets below. Black Cat followed close behind.


Meanwhile in Cloudsdale, from a lonely prison cell, Lightning Dust was sulking to herself. Ever since she'd been kicked out of The Wonderbolts for almost killing five innocent civilians, her life had gone downhill fast. In a matter of months she lost her house, was fired from her job as a janitor for the Cloudiseum, and had turned to cider in a desperate attempt to wash away her sorrows. And that had led to a fight which had now landed her in this prison complex, alongside the so called "criminal scum" of Cloudsdale.

"This is all that stupid Rainbow Dash's fault!" Lightning Dust mentally grumbled to herself. "If she hadn't shown up with her goody goody horseshoes mentality and played 'Teacher's Pet', my life would be perfect! It's not my fault those ponies were in the wrong place at the wrong time! They shouldn't have been allowed to visit the academy in the first place, civilians aren't supposed to be allowed on academy grounds!" She angrily kicked an empty waste basket that rested at the foot of her cell bed, not really caring that her kick caused it to tip over.

"So, you despise Rainbow Dash and The Wonderbolts?" an unfamiliar voice called from afar.

"Yeah, I do. So what's it matter to you?!" Lightning Dust replied angrily. "Unless you can bust me out of this cell, I don't really care what you have to say! Everyone says I've nopony to blame but myself for ending up in this situation!"

"Oh, how unfortunate," the unfamiliar voice said in a sympathetic tone. "But what if we told you, we can give you the means to take revenge on those you despise? We can help you escape this prison, and punish the ones responsible for leaving you to rot here."

Lightning Dust's face broke into a sadistic smirk. "Oh, now we're talking! What do I have to do to get out of here?! Name your price!"

"All we need is a suitable host, and you're elected!" the voice replied. "Bond with us, body, mind, and soul! And we can give you power the likes of which ponies couldn't even dream of!"

"As long as it gets me out of this cell, I'm all yours!" Lightning Dust eagerly agreed. "I tell you, this is going to be the beginning of a beautiful partnership!"

"Indeed it will be!" the voice promised. "You've given us what we wanted, and for that you shall be rewarded with our unending power! Soon, we'll have all of Equestria begging for mercy!" The voice's owner soon revealed itself in the form of a dark red slime.

Without hesitation, Lightning Dust extended out a hoof, and allowed the slime to envelope her. Even so, the transformation was painful enough to prompt her to let out a small scream.

Having heard the scream, a few prison guards came rushing to Lightning Dust's cell to check on her. "What's going on, Lightning Dust?!" one of the guards demanded.

But the creature that greeted the prison guards wasn't Lightning Dust, heck it barely looked pony at all. It seemed much more like a dark red alien slime monster, with sharp claws and teeth. "Oh goody, playmates!" the creature cackled in fiendish delight, before reaching out and throwing one prison guard against the wall. "Ah, looks like he's not having fun! Too bad!"

Meanwhile, the other prison guard had took off running. Reaching the security room, he shouted over the intercom. "All personal standby to evacuate prisoners, one of the convicts has gone mad! Send every available armored stallion and mare to cell 627, convict number 493 must be stopped at all costs!" He then triggered the security alarm, prompting the siren to wail, search lights to turn on, and every security system to power up.

The alien monster laughed at the panic the prison quickly descended into. "Oh, just wait until they see the damage we can do now, man!"


By the time Spider Mare and Black Cat reached Cloudsdale, the news of Lightning Dust's transformation and attack on the Cloudsdale Maximum Security Prison had already spilled into the streets. Desperate citizens were fleeing every which way from the prison, screaming and shouting phrases such as "Run for your lives!", "Save yourselves!", and even "We're all going to die!".

"We're too late!" Black Cat realized. "The symbiote's already bonded with a pony host!"

"Then we've got to stop her before somepony gets killed! There's no time to lose!" Spider Mare vowed, and the two superheroes raced to the prison. By the time they did, The Wonderbolts were already on the scene.

"No worries, guys, we'll take it from here!" Rainbow Dash insisted.

"Lightning Dust is going to regret stirring up trouble," Spitfire added. "She wanted us, so here we are! And we're going to make her wish we didn't have to come!"

"Such a shame, really," Soarin admitted. "She could've made a fine Wonderbolt."

"That was then, and this is now!" Fleetfoot replied. "And I for one am gonna enjoy teaching that former recruit some manners!"

"Wait, you don't know what you're up against! Lightning Dust isn't herself!" Black Cat shouted, but his warning fell on deaf ears, as The Wonderbolts charged into the prison complex.

"Come on, we've got to find whatever Lightning Dust has become before they do!" Spider Mare said to Black Cat. "Otherwise, things are going to get ugly."


Unfortunately, upon entering the prison, Spider Mare and Black Cat quickly discovered that the place had been plunged into darkness. Someone or something had cut the power. The only source of light came from Celestia's sun, as it shone through the windows, and even then the light it provided didn't do much.

"Stay close to me, Cat," Spider Mare instructed to Black Cat. "There's no telling who or what lies in wait for us here in the dark."

"Thought you'd never ask." Black Cat replied, almost purring in delight. The two superheroes carefully but quickly navigated their way through the darkened prison complex, until at last they stumbled across the door to the security center.

The guard had who sounded the alarm lay on his side, badly battered and noticeably frightened, as if something had spooked him. "That thing's crazy," he muttered weakly, shaking a bit. "Please, you've got to keep it contained to here. Once all the other prisoners are evacuated, they're going to blow this place up and sink it through the clouds."

"WHAT?!" Spider Mare and Black Cat exclaimed at once.

"It's the only way they can keep the crazed one from escaping and causing more destruction." the guard weakly explained.

"Do The Wonderbolts know about this?" Spider Mare asked.

"I told them, and that was when that 'thing' grabbed them. Said it had a score to settle." the guard answered.

"Any idea where it took them?" Spider Mare asked the guard.

"Looked like it was headed for the first floor storage center. Please, hurry." the guard pleaded.

"First we'll take care of you," Spider Mare replied. "Can you walk?"

"Just barely." the guard said, struggling to his feet.

"Good," Spider Mare said seriously, and turned to Black Cat. "Get him out of here, I'm going to save The Wonderbolts."

"No, I'm not leaving you again!" Black Cat vowed. "Let me help you!"

"Get the guard to safety, and if I'm not back in five minutes come and find me!" Spider Mare instructed. "I'll be alright! Worse comes to worse, I've got my spidey armor to protect me." And so, reluctantly, the two superheroes split up.


Spider Mare carefully made her way down to the first floor storage area, peeking around corners to see if anyone or anything was there. She didn't dare try to call out for The Wonderbolts, in case whatever Lightning Dust had become was listening.

At last, as she reached the end of the stairs, Spider Mare saw a small room who's door was supposed to be controlled by a panel. But someone or something had smashed it, and so the door was always open. Inside the room were The Wonderbolts, all tied up underneath a pillar, currently unharmed. Guarding them was what looked like a symbiote similar to Venom, except slightly different in color. Unlike Venom, this symbiote was a dark red in color (almost like the color of blood).

"So, what's our plan for distracting him and freeing The Wonderbolts?" Black Cat whispered to Spider Mare.

"Black Cat?! What are you doing here?! What happened to the guard?!" Spider Mare asked, nearly forgetting to keep her voice to a whisper.

"I got him out with no trouble, but I couldn't leave you behind. I wanted to make sure my favorite webslinger was still alright," Black Cat whispered in reply. "Besides, I found something I think you'll be interested in. It's inside this container."

"What are you talking abou..." Spider Mare began, before she noticed something printed on the side of the container she was currently hiding behind. "Magnesium! If I add this to my webbing, it will burn!"

"Then why don't you help yourself to some and use it to take down the symbiote, while I free The Wonderbolts?" Black Cat suggested.

"It's not going to be that simple," Spider Mare said with a shake of her head. "This symbiote looks like it'll be a lot harder to take down, and if I miss I could burn somepony really badly with this stuff. The spidey armor's still the best bet, I can aim and control the waves, so if anything goes wrong I can shut it down before any permanent damage occurs. We'll have to work together on this symbiote, only when it's defeated and removed from Lightning Dust can we hope to free The Wonderbolts."

"But you'll lead the way, right?" Black Cat asked.

"Of course, and this time please listen to me!" Spider Mare insisted. "This is not going to be easy."

Unknown to Spider Mare, Black Cat secretly slipped a small amount of magnesium into his utility belt. Something told him it would prove useful in the coming battle, even if Spider Mare was betting on the spidey armor.


The symbiote was waiting when Spider Mare and Black Cat showed up. "Well, well, isn't this a feast for our eyes?" It taunted with a laugh. "Spider Mare's got herself a new partner in crime!"

"You're the one comitting crime, Lightning Dust! I'm just here to help Spider Mare put a stop to your reign of destruction!" Black Cat vowed.

"Lightning Dust isn't here anymore, now there's only Carnage! Which is what we're gonna bring to all of Equestria, after we take care of the two of you!" Carnage chuckled. "Bet you're surprised we chose Lightning Dust, but Rainbow Dash was too goody goody for our tastes, her moral compass prevented her from accepting our gifts. Not so with Lightning Dust, she accepted in a heartbeat. The only question now is, what color do you bleed?"

"What kind of question is that?" Spider Mare asked.

"You'll soon find out," Carnage bellowed. "But it seems your little cat friend still has much to learn, Pinkie. You teach him how to land on his feet like all cats do? If not, you'd better hope he's got nine lives!"

"Touch him, and you're dead!" Spider Mare vowed, as she powered up her spidey armor. However, just as she pressed the button, Carnage chucked a series of razor sharp projectiles towards Spider Mare and Black Cat! Both of them barely dodged them, as the projectiles soared past and struck the wall behind them.

"Bet you weren't expecting that!" Carnage chuckled.

"That's it, you're going down, Carnage!" Black Cat vowed, shooting out his line launcher.

Carnage grabbed the line, and used it to pull Black Cat in close. "Nice try," she laughed. "Now let's 'fix' this furious feline!"

"Not so fast!" Spider Mare insisted. "Plug your ears, Black Cat!" And with the press of a button, aimed a series of powerful soundwaves at Carnage.

Just like with Venom, Carnage shrieked and held her ears. She even seemed to briefly start breaking apart, before she blindly began to swipe at Spider Mare, knocking off the sound cannon.

Meanwhile, Black Cat had turned his attention towards trying to save The Wonderbolts. He was just about to untie them, when Carnage pulled him and Spider Mare in close. She then pushed Black Cat aside. "We'll get to you in a minute, you're a bonus to our main objective," she taunted, as she grabbed Spider Mare and began to squeeze the life out of her. "Just know that, when I'm done, there's not going to be enough left of your partner to stuff into a matchbox. Not that we won't try!"

That comment caused Black Cat to snap. "DON'T! YOU! DARE!" he angrily vowed, pulling out the magnesium and inserting it into his line launcher. He then fired off a flaming line of webbing at Carnage, causing the symbiote to drop Spider Mare and hollow in pain!

"CURSE YOU! CURSE YOU BOTH!" Carnage screamed. "THAT DOES IT! EVERYONE DIES!" But at that moment, a series of powerful explosions began to rock the prison complex!

"The bombs!" Spider Mare and Black Cat realized.

"Consider this a taste of things to come!" Carnage vowed. "We'll be back!" And the symbiote made a mad dash for safety, forgetting all about The Wonderbolts, Spider Mare, and Black Cat.


Spider Mare quickly freed The Wonderbolts, who were dazed but unharmed.

"Was that Lightning Dust?" Spitfire asked. Spider Mare nodded in response.

"But it didn't look anything like her, it looked alien." Rainbow Dash commented.

"That's because she's bonded with an alien creature called a symbiote, they only fear fire and loud noises," Black Cat explained. "Now come on, we've got to get out of here!"

"This place is gonna blow at any minute, we'll never make it!" Soarin said seriously.

"No, there's one way out! One of the blasts opened a hole in that wall over there," Spider Mare noticed. "That's how we'll escape!"

The Wonderbolts quickly flew out of the hole, but the building was already starting to sink below the clouds. Which meant the only way for Spider Mare and Black Cat to escape, was by web slinging.

"Carnage crushed my web shooters!" Spider Mare realized, when she tried to shoot a web and nothing happened. "I don't have the tools to fix them!"

"Then it's a good thing I came back for you, huh Pinkie?" Black Cat teased, as he grabbed Spider Mare. "Hold on tight to me, and don't let go."

"Oh Cheese, I thought you'd never ask." Spider Mare said dreamily, as she did as she was told. With help from Black Cat, Spider Mare was able to escape from the prison just before it fully sank below the clouds and started to break up. However, she knew that Carnage had escaped, and this frustrated her to no end. "Now that's two symbiotes down but not out," she thought to herself. "This is quite the predicament. I just have to hope they'll stay in hiding, until I can figure out a way to track them down."