• Published 1st Nov 2014
  • 10,589 Views, 682 Comments

MLDC: SHAZAM, Equestria's Mightest Mare! - Michael_Ravencroft



Something stirs beneath Equestria, dark forces and evil organizations plan to usurp the peace of the world. Sensing the coming storm, the Wizard searches for one who will defend this world, and become Equestria's Mightest Mortal!

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Project Erroria Arc Part 11: Sparks a Flyin'

PONYVILLE (SUB-DIMENSION: THE ROCK OF ETERNITY)

Lightning arced from one end of the room to the next, at the same time, sparkling golden dust, along with rosy-violet beams of light were flung back.
The room looked like a warzone, scorched with holes blasted into the stone and mortar of the ancient magical fortress. Shazam skidded to a halt as her armored clad hooves dug into the floor, shooting off sparks that danced in the air for a minute before coming to an end.

Up above her was Murmur, her butterfly wings now shimmering with an ethereal iridescence, and with each wing beat, she generated glittering, golden dust. Each particle acting as a conductor of magical energy, causing her to be wrapped in a cloud of golden energy. Beside the flutterpony was Twilight, her body had changed, now in its Rainbow Form.

Both mares seemed to be tag teaming Shazam, but the Champion of Magic shot a cocky grin at her challengers.

“C’mon you two, is that the best you got?!” Shazam mocked. “Y’know, after the beat down I heard you put on Tierk, I was expecting more from you, Twi.”

Twilight smirked at her young apprentice – and technically adopted daughter. In a way she was happy to see Scootaloo’s cocky attitude was still holding up.

“Just because you have all that power, Scootaloo, don’t think you’re stronger than everypony,” warned Twilight.

“‘Pride goeth before the fall’ as the old proverb says. Between Princess Twilight and myself, the amount of experience we have with our magic far outweighs your own, Mistress,” said Murmur.

“Really? I don’t see that paying off much right now!”

“Then allow us to demonstrate, fully!”

Murmur flapped her butterfly wings, releasing a gust of golden fairy dust at Shazam. The superheroine smirked yet again, her body sparking with azure lightning as she spread her wings. Before the dust struck, Shazam sped off to her left, dodging the glitter storm. But the attack veered to off to the left following after her.

Shazam flipped around and fired a bolt of lightning from her horn, she had seen this attack enough times to know that Murmur’s glitter storm would just part down the middle to avoid it, giving Shazam the opportunity to fly through that gap and make a beeline for its caster.

When the bolt made it to within an inch of the storm, it did not part. The golden dust took on the bolt, allowing its supercharged magic to flow through each particle of the cloud. Shazam went slack jawed at this, cutting off her attack before anymore could be done. The cloud of golden dust had somehow caught her lightning, conducting it within itself.

“You’ve got to be kidding me – OMPH!” Shazam exclaimed.

Magic’s Champion felt herself smack into something, back first. She turned around and witnessed a magical, crystalline construct form. The crystal structure formed quickly, ensnaring Shazam in its confines. Shazam was able to tell that this was Twilight’s work, nopony could be as meticulous with their magical constructs as she was, but she knew that this wouldn’t hold her. All it would take is one lightning charged punch and –

“YOWCH!”

Suddenly, Shazam realized she was not alone in the trap. Murmur’s supercharged glitter storm had been trapped inside with her, swirling about its confines like a swarm of angry hornets, and stinging her like hornets as well, with her own power.

“Hey c’mon that’s – ouch! – Okay, this is seriously getting annoy – OW! – ENOUGH WITH THE STINGING!”

As if by request, the magical dust stopped moving and fell to the floor. Shazam grunted in relief that it had stopped, but stiffened upon noticing a glow coming from beneath her. The golden dust was now being absorbed by a detailed magic circle. It took Shazam’s enchanted intellect but a few moments to understand what the circle’s purpose was, and she groaned.

“Oh buck me –!”

The circle ignited exploding in a bright flash of light that engulfed Shazam. On the outside of the explosion, Murmur and Twilight were standing some distance away, both wearing smirks at their show of teamwork. A dust cloud formed and some coughing could be heard from inside it. Shazam came wobbling out of the cloud, moving about like a drunk. Her feathers were ruffled, mane frizzed with stray strands sticking out, and soot covering her face. The alicorn mare coughed and released a small cloud of smoke before shooting both her mentor and her assistant an annoyed glare.

“Did you two have to blow me up?!”

“Well, had you been more aware, you would’ve noticed or at least sensed that I was constructing that circle and trap,” said Twilight.

“And, pardon me Mistress, you would have realized that I was intentionally avoiding your attacks. Despite the fact that you’ve seen they conduct energy just fine, it should not have been a stretch to think I could do the same with your lightning,” said Murmur.

“So basically, I’m dumb,” said Shazam in a deadpan tone.

“No, but you need to draw on more of that Wisdom. The other powers you have are strong, but your greatest weapon is your mind. I’ll admit, Murmur and I aren’t as powerful as the Living Lightning, but our combined experience with our own magic gave us a way to work in tandem, and use that to our advantage.”

Shazam hung her head low, groaning a little. “At this rate I’ll never learn the Thunderer spell! If we have to fight more assassins like that last one, then…”

Twilight walked over and lifted Shazam’s chin with her hoof. “You’ll do it, because I know you can, all of us know you can. But just remember, you’re not alone.”

The smaller alicorn nuzzled the side of her apprentice’s cheek in comfort, making Shazam feel a little better.

“Wow that was amazing!”

Shazam winced, forgetting that there was a guest amongst them. She glanced over her shoulder and spotted Alula, sitting behind a magical barrier as she waved at them.

Aaaaaand, I got schooled while my fillyfriend watched…ugh.

“SHAZAM.”

A bolt of lightning shot down from out of nowhere and struck the superheroine. White smoke enveloped the tall mare and within a few seconds it dispersed, revealing Scootaloo, back in her filly form. Murmur tapped her hoof against the floor, and the magical barrier protecting Alula fell. The vanilla filly, now sporting a unicorn horn, slowly made her way to the group.

Scootaloo scrambled towards Alula, flapping her wings to give her a boost of speed, bringing her right next to her fillyfriend. “Alula careful, let me help you!”

Alula giggled and let Scootaloo sidled next to her. “I’m fine, Scoots. The doctors said I can start moving around now.”

“Yeah, as long as somepony’s around to keep on eye you.”

“Well then, guess it’s a good thing I have you,” said Alula with a beaming smile.

Twilight let a small “Awwww” escape her lips, and Murmur giggled a little. Scootaloo blushed furiously, trying to maintain her tomcolt bravado, but her ruffled feathers and still blushing face betrayed her expression.

“You two are so adorable together,” said Twilight.

“Ahem, so, how long until you ask Cheerilee to marry you?” Scootaloo shot back.

Twilight’s wings flared out, and her face went red. “M-M-M-MARRY?! I-I-I don’t – I mean, marriage is a huge step and we’re still fairly young and all! A-A-And I don’t want Cheerilee to feel like she’s obligated to because I’m a Princess and-and-and –!”

Scootaloo grinned impishly, knowing that bringing up Cheerilee and marriage always seemed to get Twilight flustered, because it worked on Cheerilee just as well. Alula lightly elbowed the orange pegasus filly in the side, giving her a chiding look.

“Anyway, I’m going to walk Alula back to Wayward House, and hopefully look in on Apple Bloom,” said Scootaloo.

Twilight snapped out of her flustered state and looked upon her young apprentice with concern. “Would you like me to come with you? I mean, from what you told me…”

The pegasus filly looked down at the floor for a moment, but Alula gave her an encouraging nuzzle. Scootaloo smiled and looked up at Twilight.

“No, I’ll be fine. Apple Bloom’s my friend and I need to handle this myself.”

Twilight nodded and stood back.

“Ready?”

“Ready.”

“SHAZAM!”

A lightning bolt shot down from the ceiling and struck both fillies. In the blink of an eye they were gone, the only occupants now being Murmur and Twilight. The purple alicorn released a sigh of content, happy at seeing Scootaloo so happy after everything she had been through.

“Scootaloo deserves this kind of happiness,” said Twilight.

“In that I can agree, Princess.”

“Oh and Murmur?”

“Yes Princess?”

Twilight used her magic to lift a golden helmet into view. “This thing keeps asking me to put it on, and keeps saying something about being the ‘Sorcerer Supreme’.”

Murmur glared at the helmet. “NABU! I told you stop doing that!”

The helmet’s eyes glowed and Twilight made an “EEP!” and dropped the helmet, where it landed right side up.

Murmur shook her head. “I know she has a high proclivity for magic, but your time out isn’t over!”

The helmet’s eyes glowed.

“Do you want to make it five-thousand years?!”

Scootaloo and Alula reappeared a couple of yards away from Wayward House. She walked Alula down the road, their pace slow and easy, not wanting to overexert Alula.

“Sorry,” said Alula.

“Sorry for what?”

“I know you like to move faster than this, I’m just slowing you down now.”

The tomcolt shook her head dismissively. “What? No, don’t worry about! I really don’t mind. It actually helps me knowing you got here and are alright.”

Alula smiled and continued to walk close to Scootaloo. The orange filly nervously unfurled her right wing and draped it over Alula’s back.

“You’re wing feels nice and warm.”

“Uh-Uh is it too warm? I can put it back!”

“No, leave it.”

The two fillies continued walking down the path to the orphanage, all the while, Scootaloo felt happy. She never saw the excitement in doing mushy things like this, or how walking with somepony could be enjoyable. But now that she had a very special somepony, she was starting to see the appeal. It wasn’t so much the act of doing something, as much as how you feel while with them. Thinking on this, Scootaloo felt her spirits rise and then fall like a tidal wave cresting and ebbing. This was not lost on the unicorn filly.

“You’re thinking about Apple Bloom, aren’t you?” she asked.

“Kinda…are you mad that I am?”

“No way, she’s your best friend! I know how close you guys are, I don’t want you guys to not be friends anymore!” Alula affirmed.

“So…knowing that she like-likes me doesn’t bother you?”

Alula took a moment before answering. “I won’t lie about it, when you told me I was a little…jealous.”

Scootaloo snickered. “Jealous of Apple Bloom? Why?”

The vanilla filly blushed. “Okay…well…for one thing she’s nice. She always looking out for everypony and never quits, I mean, she started the Cutie Mark Crusaders, you can’t say that’s not something to be impressed about!? Also…she’s…ahem…she is cute, and you two are very, um, physical, like your flying and her working on her farm.”

For a moment, Scootaloo thought about that. It was true, the two of them did get along well together. But if she had to compare their relationship, it was more alike to Rainbow’s and Applejack’s friendship. They argued a few times, but they always made up and never got hung up on one thing. Although Sweetie Belle more than likely had a hoof in keeping the two of them on track. And if she thought a little more on it, Apple Bloom did look cute, the pink ribbon did make it even truer.

“Ahem!”

Scootaloo shook her head. “Okay, those points are true. But, I just don’t feel like that towards her. It’s different with you, I feel…lighter, and…happier. I mean I’m happy with my friends, and Twilight, Rainbow, and Miss Cheerilee. But with you…it’s like all that rolled together, but better………Okay, that made no sense whatsoever.”

Alula chuckled and nodded. “It does, ‘cause it’s the same way I feel about you. But like I said, I want you and Apple Bloom to still be friends, because, I want to be friends with your friends, too.”

“You’re really something, you know that?”

It wasn’t long before the two fillies saw their long time home. Strangely enough, despite having lived in Wayward House for so long, and now having an actual home, Scootaloo couldn’t help but feel a slight sense of homesickness. Alula noticed Scootaloo’s look when she saw the orphanage and wondered.

“Do you miss this place?” Alula asked.

“Yes and no. Yes because I don’t get to see you guys everyday like I used to, but no because I like my new home, with Cheerilee.”

“That’s good to hear.”

Alula snuck a quick peck to Scootaloo’s cheek that made the pegasus filly freeze up. The unicorn filly took the opportunity to leave the embrace of her fillyfriend’s wing and skip the rest of the way to Wayward House. Scootaloo kicked the ground and huffed.

“That’s totally not fair how you do that!” Scootaloo yelled, smiling.

Alula turned for a moment and stuck her tongue out before continuing on. Scootaloo shook her head, she then spread her wings and crouched low. Within a few seconds she jumped up and took off into the air.

Scootaloo knew she couldn’t put off seeing the young Apple filly for long, eventually, they would need to talk about this and figure out how their friendship would continue, if there was one to salvage. Time to let Apple Bloom cool off and for Babs to handle the situation was probably a good thing. Right now though, there was the little matter of her usual flying lesson with her surrogate big sister.

Today however was a little different. When Scootaloo arrived at Rainbow’s cloud home she saw a note posted on there that stated:

Sorry, Squirt, I completely forgot that I was supposed to report to the Wonderbolts Academy today.

Captain Spitfire wanted me to help out with the newbies training and I totally spaced on the date!

Sorry again, I promise I’ll make it up to you, anything!

Rainbow Dash

Scootaloo groaned a little, not really sure what else to do since she was planning on giving Apple Bloom some space.

“Well…technically it doesn’t say I can’t pop in on her,” said Scootaloo.

The orange filly took a quick look about, checking the skies to see if there was anypony flying by or down below. Once she was sure there wasn’t she flared her wings, and her eyes shined azure.

“SHAZAM!!!”


WONDERBOLTS ACADEMY, 3 MINUTES LATER

Scootaloo had appeared at the Wonderbolts Academy, using her magic to cloak her presence and remain invisible to all prying eyes. She had always wanted to come to this place, in fact Scootaloo had figured that once she learned to fly well, she’d join the Academy and follow in Rainbow Dash’s hoofsteps.

Now though, well, it was still a possible scenario, but given that her powers bled into her body when she wasn’t transformed, making her a little stronger, faster, and more durable than the average foal.

Yeah, it’d be unfair for me to join. I’d probably be breaking academy records all in one day, thought Scootaloo.

With that thought, she floated on, locating the new recruits standing at attention. In front of them was a pegasus mare with a yellow coat, and a fiery mane. She wore a navy blue uniform, with medals and stripes that indicated her rank. She wore a pair of silver framed sunglasses that hid the pegasus mare’s eyes from view and giving her an intense look.

Scootaloo immediately recognized this mare as Spitfire, Captain of the Wonderbolts. She was busy barking orders at a group of new recruits, having them do wing-ups as she walked the line and watched them as they performed the task.

The alicorn shook her head in pity for the poor recruits, but them’s the breaks. Scootaloo floated on, looking for one pony in particular, but it didn’t take her long to find the cyan mare.

Rainbow was helping out in the obstacle course, watching the newer recruits as they carefully made their way through each portion; looping through the rings, powering through the storms, and dodging each cloud that was shot out of the giant weather machines.

The pegasus mare was much different from how she was teaching Scootaloo. For one thing, she had a serious look on her face, and it was a little more intimidating while she was wearing a Wonderbolts speed suit, with a Lead Pony medal pinned to her chest. Her rosy eyes were narrowed as Rainbow kept a hawk-like vigil on the recruits.

Scootlaoo remembered how Rainbow told her about one mare called Lightning Dust, how she wanted to be the best by pushing things to a dangerous level and not caring if her fellow flyers got hurt in the process. Rainbow was opposed to this, and made it clear to the Wonderbolts that a team that put such emphasis on the individual skill while forsaking the safety of their teammates was not a team worth being on.

So Spitfire had Rainbow come back to the Academy from time to time, after she became part of the Reserves, to check and see that the way that Rainbow had showed them was still being carried through the newer ranks as well as the current.

“C’mon Stormy, stay with Flitter, don’t leave your Wing Pony behind!” Rainbow Dash yelled.

The pegasus in question panicked and slowed down until Flitter was side-by-side with her. Rainbow nodded and continued watching the others as they flew through the course.

Wow so this is the place! It’s better than I thought it was!

Scootaloo continued to watch for a few more minutes and was about to leave until she watched Spitfire make her way to Rainbow’s position. As bad it was to eavesdrop, Scootaloo couldn’t help but want to listen.

“So how’re we lookin’?” Spitfire asked.

“Not bad, some could use a little more work, but nothing like when I was in,” said Rainbow.

“Good, we really want to make sure we’re promoting the correct kind of message to all our future teammates.” Spitfire rubbed the back of her head and then gave Rainbow an apologetic look. “Sorry for…y’know, how we’ve kept valuing skill and neglecting our teamwork and the welfare of our teammates.”

Rainbow waved off her concern. “Don’t worry about it, better late than never, right?”

“Heh, still, thank you. Having you has definitely made this place more… colorful,” said Spitfire with a slight blush.

Rainbow Dash snickered at her Captain’s attempt at humor, but stiffened when she felt something soft drag itself over her left flank. She glanced to her left, where Spitfire was, and noticed the pegasus mare’s wing lightly brushing up against where her rainbow bolt cutie mark was. Rainbow gulped, feeling her face heat up from the somewhat intimate action Spitfire was taking.

In pegasus culture, rubbing your feathers against another pegasus pony’s cutie mark was an indication that they were interested in you, whether it was physically or romantically was another story until otherwise made known. Although you couldn’t tell it by looking at the hardass mare, her slight blush however was a definite indication.

Oh no way, is Captain Spitfire hitting on Rainbow Dash?!

“S-Spitfire, um, y-you know your wing’s touching my, uh…flank, right?”

“I know.”

“Do you, ahem, like me like that or are you just asking to -?”

“Look…Rainbow Dash, I know it’s inappropriate for a Captain to be acting this way with one of her subordinates, and I know I haven’t exactly shown you that I care about others…But I’d like to try and show you how much I care,” said Spitfire, her voice unusually soft.

Scootaloo was wringing a cloud, leaning forward as she awaited her idol’s answer to her second idol’s question. It was like when the three of them were trying to hook up Cheerilee and Big Macintosh together, of course that ended badly, but this, this was something out of her fantasies. The ultimate speed duo were going to be marefriends, and Scootaloo had an invisible front row seat to history in the making.

Rainbow Dash had a pensive look on her face, as if she was struggling with her answer. Spitfire’s features drooped a little as she noticed the hesitation.

“Sorry…I guess I should’ve asked if you were really into mares.”

“Well, I am…it’s just…”

“There’s another mare, huh?”

Rainbow Dash rubbed the back of her head as she released a frustrated sigh. “Look, I mean, it’s not like I wouldn’t want to be like that with you! A few months ago, I would’ve zipped into the air and made a Sonic Rainboom just out of excitement! But, yeah, I do kinda like somepony else. The thing is though, I’m not sure if she’d feel the same way, that and I don’t really get to see her much to get the chance to ask.”

Spitfire folded her wing. “Oh…I didn’t know…Heh, and here I thought I’d be able to bring a descent mare home to Ma.” The yellow pegasus bumped her shoulder against Rainbow’s and smiled a little. “Well, you better tell this mare how you feel and make a move. Otherwise, next time, I’m not taking ‘no’ for answer.”

Rainbow Dash smiled back. “I will, and thanks, I’ll hold you to that, Captain.”

“Spitfire, when it’s just us.”

Spitfire slid her shades down a little and gave Rainbow a wink before unfurling her wings and taking off back to her work. Scootaloo’s jaw dropped as she overheard the whole conversation, shaking her head in disbelief.

Are you kidding me!? Rainbow Dash likes another mare!? Enough to turn down Spitfire!? I-I-I never thought she actually liked somepony like that!

Just then, Scootaloo’s magical danger sense went into overdrive, alerting her to some impending disaster. The superheroine’s eyes scanned the area, looking for anything that was amiss, but she didn’t need to look long before somepony yelled “LOOK OUT!!!”

Suddenly the cloud makers began to malfunction, shooting off sparks of violet electricity and surging wildly. The tops began to suck in moisture and shot out black, angry storm clouds. The clouds mixed in with the storm portion of the obstacle course, the two fronts collided and sparked a massive thunderstorm. Thunder roared and lightning crackled, causing every pegasus pony to scramble. The winds kicked up to gale force, blustering at high speeds. Rain cascaded down in sheets, pelting everypony. It felt like getting hit with small pebbles.

Rainbow Dash tried to hold her ground against the winds, and was holding up well, but it was then she noticed that the trainees were no longer there. “OH NO!!!”

Without a moment’s thought, Rainbow Dash flew straight towards the heart of the storm. Scootaloo quickly removed her invisibility spell and took off after her idol and surrogate big sister. The buffeting winds took Scootaloo by surprise, but after a couple of seconds she was able to adjust herself, creating an aura field and layering it over her body to offer protection from the elements.

Her god-like vision pierced through the raging storm clouds, spotting the rainbow mane from a mile away. Rainbow Dash appeared to be rounding up the recruits, trying to save them from the turbulent winds. Scootaloo glanced out of the corner of her eye and watched as a lightning bolt came careening from one of the clouds and straight into the path of Rainbow Dash and Flitter.

With the speed of Mercurius, Scootaloo zoomed to Rainbow. It was a race between the wielder of the Living Lightning, and lightning itself. It wasn’t until the sound of thunder roared behind them did Rainbow Dash and Flitter turn around to see the incoming streaks of lightning. Out of instinct, Rainbow pushed Flitter as hard as she could away from the impending strike, while she braced herself for what would undoubtedly be her demise.
Scootaloo wouldn’t allow it.

The super powered alicorn’s eyes glowed with magical might as she focused her magic into speed. She became a lightspeed blur, making time slow down around her. Scootaloo could see the blazing plasma of the lightning bolt, and every little spark it discharged from the main bolt. Every raindrop moved as if in molasses, and every time she hit one of them with her wings or body, it would look like she had cut it before it splattered several seconds later.

The super powered alicorn maneuvered ahead, getting right between Rainbow Dash and the incoming lightning bolt. Scootaloo crossed her forelegs in front of her, bracing herself as she refocused her magical energies into her invulnerability for what was to come.

Time resumed its normal pace as the lightning bolt struck Scootaloo, her own lightning aura countered the natural lightning, allowing her to absorb it and channel the excess into her horn. Shazam cried out as she released the lightning, shooting it higher into the sky and away from anypony. She panted for a few seconds and then regained her composure before turning to face Rainbow Dash.

“Hey, are you alright?” Scootaloo asked.

Rainbow and Flitter’s eyes widened with awe at the sight of Shazam, although, Shazam was sure that Rainbow Dash was blushing.

“H-Huh? Oh, right -- no -- we’re good -- I’m good -- Uh you’re okay, right Flitter?”

Flitter nodded, still awestruck.

“Good, let me see what I can do about this storm!”

It was a good thing she was a pegasus, weather manipulation magic was second nature for her. Although she never had the need to use it before now, but thankfully, when you’re imbued with the all-knowing wisdom of a demigod, and the knowledge associated with it, spells that could stop disasters were as readily available as air. Scootaloo’s horn shined and sparked with magical lightning. Her eyes shined a bright azure as her horn unleashed a crackling wave of magical energy. The wave hit every storm cloud in the area, causing the lightning and stormy winds to cease immediately.

With another flash of her horn, Scootaloo willed the storm clouds to disperse immediately, bringing back the sunny day. Scootaloo gave a sigh of relief and scanned the area to make sure that everypony was okay. Some ponies had got thrown far, some of the senior Wonderbolts were already helping out the recruits and Med teams were flying in to deal with injuries.

“Looks like everything’s okay, for the most part,” said Shazam.

“Thanks for that, but I don’t get it, how could that happen?” Rainbow asked. “The storm generators are set to only create a light storm shower, not a deadly one like that!”

“Maybe the equipment malfunctioned?”

Rainbow Dash seemed a little suspicious of that. “Hey, if you don’t mind, can you come with me to investigate? I just wanna make sure of something.”

Shazam nodded her head in affirmation.

“Flitter, you okay with getting back to the others on your own?”

“Y-Yeah I’m fine, I’ll see if I can find my sister and see if she’s alright,” said Flitter.

Rainbow and Shazam waited for the mauve pegasus to depart before they flew towards one of the weather making mechanisms. Both mares landed on the cloud that the large machine was sitting on, Rainbow Dash took the lead and began inspecting it. Scootaloo differed to Dash’s experience in this area. At some point in their early age, when a pegasus learns how to fly, they are taught how to control their innate weather manipulation magic. And every pegasus is required to learn about some of the basic aspects of the Weather Factory, since the local pegasi of different towns and cities were in charge of maintaining the weather as a job, and others help voluntarily or are drafted for major projects.

That being said, Scootaloo relied on Rainbow Dash right now to tell if this was an accident or -

“This wasn’t an accident,” said Rainbow.

“Are you sure?” Shazam asked.

“Positive, look here.”

Shazam flapped her wings and floated up to where Rainbow Dash was floating. The mare pointed one cyan hoof to a control panel that had blasted off, the wiring fried by something powerful.

“This was sabotage, somepony wanted this to happen.”

Shazam raised an eyebrow under her hood. “Who in the hay would want to harm everypony here?”

“I can give you three guesses, but you’d only need one.”

Rainbow Dash and Shazam turned around, spotting movement from one of the other machines. Stepping out from behind the weather generator was a mare with a turquoise coat, goldenrod mane and tail, and the image of a lightning bolt with three stars on her flank. Shazam looked upon this mare with confusion, especially since she was wearing a stolen Wonderbolt speed suit. However, Rainbow Dash immediately recognized the mare, evident by her narrowed gaze deepening frown.

“Lightning Dust,” said Rainbow with distaste.

“Dashie, it’s been awhile hasn’t it? Guess all that ass kissing finally got you in with the ‘Bolts? Well, a Reserve member, but still.”

Shazam felt her anger grow at this mare, especially after she just said that to Rainbow Dash.

“Rain - I mean, Ms. Dash -”

“Ahem, just Rainbow’s fine,” corrected Rainbow.

“Sorry. Rainbow, do you know this mare?” Shazam asked.

Lightning Dust shot both mares a sinister smirk. “Oh Dashie, I can’t believe you didn’t tell anypony about me? After all the hard work we did together in the Academy, but I guess you wouldn’t want ponies to know how you went behind my back and got me kicked off the Wonderbolts!”

Rainbow Dash landed on the cloud across from turquoise pegasus and glared at Lightning Dust.

“‘Behind your back’!? I told you straight to your face how messed up I thought your way was! All I did was repeat it to Spitfire, in the end, Lightning, you got yourself kicked out! And believe me, if it didn’t happen then, it would’ve happened when you seriously got a teammate hurt because of how reckless you are!”

Lightning Dust narrowed her gaze and gritted her teeth, fury building within her at hearing Rainbow Dash’s words. “You don’t know anything! I have to be the best, I have to push myself to the limit and beyond, the Wonderbolts would’ve given me that chance, to show - to show the world what I can do!”

Suddenly, violet lightning blazed around the pegasus mare. Her stolen Wonderbolt trainee suit burned off around her forelegs, revealing two metal bracers, silver in color, with a glowing amethyst at their center. Shazam stepped forward, using the Wisdom of Star Swirl to enhance her vision and knowledge of what was happening to Lightning Dust. Her magical senses alerted her to a malevolent energy coming from the bracers around Lightning’s forelegs, channeling through her body and causing the very air to react to her will.

“Those things have magic, where did you get them?!” Shazam inquired.

Lightning Dust raised her right foreleg, admiring the bracer. “Oh, this old thing? An heirloom I found collecting dust in the old ruins of Pegastopolis, you know, the abandoned city where our ancestors used to live before the Great Freeze? It was made as an attempt at drawing out a pegasus pony’s true potential when it came to weather manipulation magic, that they may stop the never ending winter, before they found out it was the work of Windingos.”

“My ancestor, an alchemist by the name of Lightning Sprite, created these using a pair of gemstones that supposedly ‘fell from the heavens’. When he used them, it gave him control of the elements, and then some.Unfortunately, he wasn’t strong enough to keep the power from completely frying his brain and turning him insane. I’m different though, I can control this power, and I’ll show you all by taking down this stupid academy!”

Rainbow Dash and Shazam did a double take at that, shaking their heads in disbelief. Such a thing couldn’t have been created, not by the pegasi, although, the Alicorn Amulet was created by ponies unknown, and for what purpose was unclear. Now another artifact from the past has risen and found itself a wielder with a vendetta. Shazam (Scootaloo) and Rainbow remembered how Ponyville was when Trixie was corrupted by the amulet and became more and more insane the longer she wore it. Scootaloo wasn’t going to let another city or innocent ponies suffer for the ego of another whose hopped up on super magic. Shazam flared her wings, horn crackling with magical lightning in preparation to take down Lightning Dust. That is, until a cyan hoof stretched out before her and halted her movements.

“Rainbow Dash, what are you doing?” Shazam asked.

“Shazam…I know I’m asking something stupid, but I need you to stay out of this one,” said Rainbow.

Shazam shook her head, baffled. “Excuse me!? You cannot fight this mare! She’s using magic that you don’t possess! I can beat her easily before she hurts anypony!”

Rainbow Dash’s bangs covered her eyes in shadows as she tilted her head down. “Yeah…I know you can…but Lightning wouldn’t be this way if I had spoken up or just flat out said what I said to her face before it got to that point. I need to be the one who stops her, besides, she’s as much a victim of this as anyone. I doubt you know about this, but a unicorn mare came to Ponyville a couple of years back, wearing an amulet that did almost the same thing as those bracers. They made her go insane, but my friend helped her to get them off. She saved the town, and saved the mare who had a grudge against her. Now it’s my turn!”

Shazam looked to Rainbow Dash, and then to Lightning Dust. Personally, Scootaloo wanted to just truss up Rainbow Dash like a turkey and then go off and beat Lightning Dust into the ground, and then remove the bracers. Easy one, two, three. But, when Rainbow Dash looked up at the alicorn mare, she had this fire in her rosy eyes, and it wasn’t anger or hate that fueled it, but a need, the need to help Lightning Dust see how wrong she was, to save her from herself. Scootaloo remembered well the same incident with Trixie, in the end, it was Twilight who got her to see the error of her ways.

You see Lightning Dust as the kind of pony you would’ve been if you thought the same way, so you’re really saving yourself as much as saving Lightning, thought Scootaloo.

“Alright, I’ll leave it to you,” said Shazam.

Rainbow Dash smiled in gratitude.

“Just one thing.” The superheroine placed her armored hoof on Rainbow’s shoulder, earning an inquisitive look from the speedster mare.

“What are you -?”

“SHAZAM!!!”

A mystical bolt of lightning shot down from the sky and struck Rainbow Dash and Shazam. Lightning Dust entered a defensive stance, her bracers crackling with malevolent fury as she prepared herself for whatever it was the two mares had in store for her. But when the dust cleared, Lightning Dust’s jaw dropped.

Standing beside Shazam was Rainbow Dash, but her form had changed. Her wings were larger, giving off a bright sheen in the glow of her aura. Her rainbow mane was longer, and spiky at the edges, but if one looked close enough, one would swear the colors were alive, as if made of light. A horn protruded from her forehead, not as long as Shazam’s, but about the same length as Twilight’s. Rainbow’s body was covered in an armor suit like Shazam’s but altered, slightly.

The lightning insignia was on her chest, containing within it a raging lightning storm. The color was violet, but the forearm coverings were gone. The lower half of her forelegs and hind legs had golden metal bracers and greaves, engraved with the symbol of Shazam, and within the lightning bolt was Rainbow’s cutie mark.

Rainbow Dash took a step back, looking at herself from every angle possible. She could feel a great power within her, not dissimilar from when she entered her Rainbow Power form, but somehow more whole, and complete. Her body had a little more muscle to it, but it was lean muscle, not enough to sacrifice her speed, and she could swear she was a little taller now.

“W-W-What the hay just happened!?”

“I shared a bit of my speed, strength, magic, and wisdom with you Rainbow Dash. Just like I shared my powers with the critters back in Ponyville.” Shazam explained.

The transformed pegasus mare touched a hoof to the new appendage now sticking out from her forehead, shuddering when she actually sensed feeling in it.

“Whoa, wonder if this how Twilight felt when she became an alicorn…BUT THIS IS SO AWESOME, I’M AN ALICORN!” Rainbow exclaimed.

Her aura released lightning bolts that Shazam blocked out of instinct, while Lightning Dust managed to create a barrier of violet lightning around herself. Shazam placed her hoof on Rainbow Dash to get the cyan mare’s attention.

“Calm down, Rainbow. Focus, it’s only temporary. I agreed to let you handle this, but I wasn’t about to let you face her without a little power up of your own, just think of it as me fighting beside you, in a way,” said Shazam with a coy smile.

Rainbow Dash felt her heart beat at a million miles an hour as her cheeks flushed. But it didn’t last long as Lightning Dust released a violet bolt at both of them. Without even thinking, Rainbow Dash’s horn ignited, forming a shield of magical lightning that blocked the pegasus mare’s attack. Rainbow Dash glared at her rival, a pony who embodied the extreme of her athleticism, and her lack of compassion in the pursuit of her goal. The cyan alicorn took a few steps forward and flared her wings, crouching low as she readied to engage.

“Rainbow!”

The former pegasus mare glanced behind her, seeing Shazam with a worried look.

“Just…please come back to me…I’ve lost a pony I cared about a long time ago, don’t make me have to see that again,” said Shazam, her tone heavy with concern.

Rainbow Dash’s heart ached, hearing the sadness in the super alicorn, but then shifted it to a smirk of confidence.

“You won’t, believe me.”

“ARE YOU TWO DONE YET!?” Lightning Dust fired a maelstrom of violet bolts at Rainbow Dash, forcing her to raise a shield to defend herself. “Seriously, do you two want some time for a quickie!? If you’re not going to screw then stop ignoring me and FIGHT!”

Shazam’s whole face went red at the implication, while Rainbow Dash couldn’t help but let her mind wander down that gutter.


PONYVILLE, A COUPLE OF MINUTES AFTER THE START OF THE BATTLE…

Babs was in the orchard, Applejack had asked her to find Apple Bloom, who hadn’t come back after doing her chores. Of course, she had a good idea where she was, it was probably the same place she found her last time. The first time was after Scootaloo told her about Apple Bloom having feelings for the pegasus filly. Babs had found Apple Bloom, back at the Crusader Clubhouse, curled up on the floor and crying. She wanted to go inside and comfort her cousin, but, for some reason, she was afraid to. So she stayed outside the door, whether or not Apple Bloom knew she was there was another story, if she did know, Apple Bloom never vocalized her wanting of Babs to leave.

A couple of days since that first incident, and she was still clueless on how to help her cousin. Her heart was a storm of conflicting feelings, the need to comfort her best friend, the need to be there for her family, and…the need to fill that hole in her heart. Babs shook her head, she didn’t want to do that to Apple Bloom, she just found out her crush was with another filly, and the last thing she needed was to find out that her own cousin had a crush on her too, and was wanting to be more.

Babs felt disgusted with herself, she began to wonder if even confessing to Apple Bloom was worth it at this point? Her plans to potentially win her cousin over, and to hopefully either walk away from this with a new fillyfriend, or at the very least a closer friendship, was made moot.

The bronze filly had gone into town, just wanting to clear her head. Ponyville was nice and quiet, which wasn’t bad, but sometimes a city girl needed to be surrounded by noise in order to think. Babs had found a bench near one of the fountains in Ponyville, just sitting there as she contemplated the best way to make something out her current situation.

“Babs…?”

Cuz is still hurtin’, now’s not the best time to tell her.

“Babs…!”

But if I don’t, I may not get another chance…and, maybe it’s not all that bad to ask her now. She may be more open to the idea!

“Babs…! Babs…!”

Stupid! What are youse thinkin’!? Ya can’t just take advantage of Cuz like that! It wouldn’t be right, and I don’t want her to just be like that, with me, if it’s just ‘cause I was there!

“Babs Seed! HELLO!”

Babs was snapped out of her reverie by a breaking voice, a familiar one at that. She snapped her head to and fro until her eyes settled on a couple of ponies now standing in front of her. The first one was Sweetie Belle, but the other one she didn’t know. It was a colt, with a helicopter beanie hat. His coat was brown, with a dark orange mane and hazel amber colored eyes. His flank was blank, from what she could tell, but other than that, she had no idea who he was.

“Sweetie?” Babs asked.

“Finally, I’ve been calling your name, but you never said a word! I was starting to get a little worried for minute,” said Sweetie.

“Nah…Sorry, I was just thinkin’ about somethin’ and I sorta tuned out everything,” said Babs.

“Heh, yeah, sounds like me when I’m playing a good game.”

Babs turned to the colt, gave him a confused look, and then turned to Sweetie Belle. “Sweets, not tryin’ to be rude or nothin’, but who’s the colt?”

Sweetie Belle’s cheeks went red and then proceeded to face hoof herself. “I completely spaced, I forgot to tell you…and introduce you. Babs, this is Button Mash! He’s a friend and…ahem…my coltfriend.”

The bronze filly blinked. “Sorry, did I hear you say ‘coltfriend’? As in, you two like-like each other?”

Button Mash and Sweetie Belle blushed furiously. The young colt cleared his throat before addressing his fillyfriend’s best friend. “Y-Yeah, I am, and I do - like-like her, I mean! So, um, yeah, hi!”

Babs crossed her forelegs in front of her chest and smirked, she then hopped down from the bench and gave Sweetie Belle a teasing nudge on the cheek. “You little sneak, youse been hidin’ the fact that ya have a coltfriend! Never thought you could pull that off, nice!”

Sweetie Belle giggled at the display of affection, and praise from Babs. The bronze filly, with her inherent Apple Family strength, picked Sweetie Belle up and moved her to the side as she stared down Button Mash. The brown colt flinched under her gaze, it wasn’t enough that she just picked up Sweetie and moved her over like she was a rag doll, but Babs had that city filly “don’t take no guff from nopony” attitude and look that was just a little intimidating.

“So, you’re datin’ Sweetie. Ya treatin’ her right?”

“Y-Yes…”

“Ya better, else you’ll be hearin’ from me,” warned Babs.

Button gulped.

Sweetie Belle sighed and stood next to Button. “Babs, stop, he’s been a gentlecolt, promise.”

“Uh-huh, alright, guess I’ll approve, for now,” said Babs as she smirked.

The unicorn filly rolled her eyes, knowing full well that Babs already approved, Button on the other hand looked like he was worried. Sweetie Belle smiled, leaning over and giving the colt a quick peck on the cheek, making Button Mash turn bright red.

“Hey, Button, can you get me and Babs some ice cream? We’ll wait here for you,” said Sweetie.

“Huh, ice cream? Sure, be right back!”

Button Mash took off towards the ice cream vendor, who already had a bit of a line forming.

“Okay, now that he’s away, spill, what’s wrong, Babs?”

“Nothin’s ‘wrong’.” Babs replied.

Sweetie Belle wasn’t convinced. “Babs, you were thinking really hard on something, and from the look on your face, it was something serious. We’re friends, remember, Crusaders? If you can’t tell us, then who else?”

Scootaloo, but can’t tell ya that, though Babs.

The bronze filly rubbed the back of her head as she let out a long sigh. “It’s complicated, it has to do with Cuz…and other things.”

Sweetie Belle nodded her head. “Mmm-hmm, like the fact that you have a alicorn sized crush on Apple Bloom?”

Babs Seed literally felt the whole world grind to a screeching halt. She gawked at Sweetie, eyes wide open, jaw practically hitting the ground. Sweetie Belle knew, she knew about her crush? Fear started to grip at Babs’ heart, Scootaloo she knew would keep her secret, especially after Scootaloo divulged hers, and after that Babs knew Scootaloo wouldn’t look at her strangely for it. But she wasn’t sure about Sweetie Belle, she didn’t show any kind of disapproval or contempt for two fillies being together, but the stigma of that was not as common. However, she wasn’t sure how Sweetie Belle would react if she knew that filly was her own cousin.

“W-What are you talkin’ about!? I-I-I don’t feel that way towards Cuz! That’s just-just…wrong! I mean, she’s my cousin for Celestia’s sake, a-a-and besides…besides…ugh…You’re not buyin’ any of this, are you?”

Sweetie Belle shook her head and added a “Nope.”

Babs groaned as she dragged a hoof down her face, feeling her world crumble around her.

“Fine…yes, I like-like Cuz that way, and I ain’t apologizin’ for it neither!” Babs affirmed.

“That’s fine, I never said I didn’t like it. I mean, I had a crush on my big sister awhile back.”

Babs raised an eyebrow at that. “Really, you had a crush on your big sis?”

“Well…more like I idolize her, kinda how Scootaloo does Rainbow Dash. I mean, I love Rarity, I really do, and we do argue and fight, but I know she loves me, and I love her. You just…have a stronger love that goes above that. I mean, eventually, I got over my crush, I just look up to Rarity now. Besides, I can’t really see us like that anymore, not after Button told me he like-liked me.”

Babs hung her head low, keeping eye contact with the ground below her hooves. “So…do you think I’m disgustin’ for thinking about growin’ up with Cuz as…fillyfriends?”

Sweetie Belle scooted over and nudged the earth filly with her shoulder. “I won’t lie, I’m not fully settled on the idea of two cousins being like that. But, with you and Bloom, I don’t mind. Plus, I think you two look really cute together!”

Babs blushed, but smiled in relief. Sweetie Belle smiled back and gave Babs a friendly nuzzle to reassure her that everything was alright.

“By the way -- and I’m not tryin’ to be mean or nothin’ -- but what did ya see in a dork like that?” Babs asked as she pointed to Button Mash, now holding a tray of three ice cream cones.

“Well, he’s sweet, he is nerdy, but that just makes him cute, and well, I feel good around him. I mean, it’s different from when I’m with you or the girls, like I feel sick, in a good way.” Sweetie paused a moment to think over what she just said. “Did any of that make sense?”

“I’d say yes one way, but no on another.” Babs replied.

Both fillies chuckled, but after a moment they heard the sounds of tumbling, crashing, and three consecutive splats. Babs and Sweetie Belle looked in the direction of the sounds and found Button on the ground, with all three ice cream cones splattered on his face.

“WAAAH, SWEETIE BELLE!”

Sweetie sighed and smiled. “And he makes me laugh. Coming!”


BACK AT THE WONDERBOLTS ACADEMY…

Violet and azure lightning blazed across the sky, crackling, and thundering with each loosed bolt of magical power. Rainbow Dash flew at amazing speeds, faster than she had ever flown before, dodging one bolt after the other, and performing aerial spins to keep from getting hit.

Lightning Dust had created a monstrous storm over the Academy, with herself at the eye of the storm. Lightning’s eyes glowed with violet light as she scowled into the raging storm she created. The clouds were black as night, releasing one violet lightning bolt after the other, having them rain down Tartarus on the Wonderbolt Academy.

But Shazam saw to it that the Academy was spared, forming a giant barrier with the magic she had left to encompass the whole of the facility. It helped that the magic in the lightning itself wasn’t Xanthos magic, otherwise Shazam didn’t know if she could hold the barrier with her divided powers.

Rainbow Dash dodged another bolt and flew directly for Lightning Dust. The pegasus mare saw her eternal rival and enemy fly towards her, and generated a shield made of the malevolent lightning energy. Rainbow Dash focused her newly obtained magic into her right hoof, causing it crackle and blaze with the power of the Living Lightning. In the short span of a few seconds, Rainbow Dash thrusted her hoof forward, impacting it against the barrier.

Azure and violet lightning clashed in that moment, some taking on the forms of serpentine dragons as they smashed and cut into each other. Rainbow reared back for another punch and struck the shield again with a charged hoof, each blow causing thunder to roar throughout the sky and into the distance. The cyan alicorn’s horn glowed with magical might, at the same time, Lightning Dust’s bracer jewels glowed, as if both displaying the immense willpower their wielders had.

“Lightning Dust, you’ve got to stop! You’ll kill everypony, and not just at the Academy!” Rainbow warned.

“You afraid Dashie!? That’s your problem! You weren’t willing to push the limits, to go the distance and give everything you have!” Lightning Dust bellowed.

The twin jewels shined brighter, causing the field of violet lightning to triple in size. The serpent lightning dragons out number the azure colored ones, and now began to assault Rainbow Dash. One caught the super mare by her left foreleg, trapping her limb in its electrical jaws. The construct shot up into the air, dragging Rainbow Dash with it. Before she could break free, the electrical beast tossed her up higher into the air.

Rainbow fanned out her wings, bringing her to a halt in the sky. Just then, she felt a strong force strike her in the midsection. Rainbow gasped and then looked down, seeing Lightning Dust, covered in a violet electrical aura, delivering a punch to her gut. The turquoise pegasus shot away in the form of a lightning bolt, and reappeared to give Rainbow another punch, this time to her face. The cyan alicorn was sent flying, but Lightning Dust intercepted her, hitting her in the side with a kick.

Lightning Dust poured on the speed, circling around Rainbow Dash as she continued her unrelenting assault. From a distance, it looked like the rings of an atom, and at the center, was Rainbow Dash, getting pummeled in all directions.

“You think you know me!? You think you can help me!? We’re nothing alike!”

Rainbow Dash’s eyes glowed with a bright azure; Lightning Dust came in for another punch, but at the last second, Rainbow caught the blow in her own hoof, sending a shockwave that pushed some of the clouds away.

“You don’t think I know!? I want to be the best, and that’s not a bad thing!” Rainbow came in with a left uppercut to Lightning’s jaw, sending her rival flying upwards into the air, with Rainbow Dash in pursuit. “It’s only bad when you don’t stop to see how it’s affecting those around you and yourself! I could’ve been like you! I could’ve been the kind of pony who doesn’t give a crap! But that’s not me!”

Rainbow Dash flapped her wings, giving her a burst of speed that had her close the distance between Lightning Dust and herself. The pegasus mare snapped out of the delirium the punch had put her in, allowing her to focus on the rapidly approaching Rainbow Dash. Lightning Dust cried out as she dove down, wrapping her body in violet lightning. Rainbow did the same, her entire form layered in azure electrical might.

The two speedsters collided in the center, sending another powerful shockwave, but it didn’t slow them down. Both streaks of lightning flew away, one trailing the other. The two streaks clashed in the sky, creating more shockwaves that thundered out in rapid succession, one right after the other.

“Oh spare me all that ‘friendship’ bull! Friends only hold you back, other ponies hold you back and keep you from becoming what you’re meant to be! Besides, you can never know, I was never given that chance!”

The twin streaks spiraled each other and crashed again and split off to opposite sides. Both circled back and flew on a collision course with the other. Both streaks crashed, creating a sphere of pure lightning energy. The sphere was divided into two halves, one side was violet, the other azure, both mares were locked hoof in hoof as they glared down the other with glowing eyes.

“You don’t know what it’s like to have to live up to a legacy, to do everything right and be told ‘It’s not good enough’!”

“What are you saying!? Who told you things like that!?”

The massive sphere of lightning began to swirl, mixing the two variants of lightning. Rainbow Dash just couldn’t understand why Lightning Dust acted this way, what drove her to be the best at the cost of harming herself and endangering others. Just then, Rainbow’s horn glowed, releasing a spark of magical energy that shot towards Lightning’s head. At first, Rainbow thought her powers were acting on their own and sought to kill Lightning Dust with a headshot, but the spark didn’t pass through her, but merely entered her mind.

~~~

All time stopped moving, and Rainbow Dash found herself being pulled out of her body. The next thing she knew, Rainbow was looking down at herself. “Wow, I look hot as an alicorn, who knew?”

In the blink of an eye the world changed around her, no longer was she in the skies and dueling a magically powered and possessed Lightning Dust, but in a home. It was a rather large cloud home, a mansion she’d go so far as to say. Rainbow floated about, passing through walls as if she were a ghost, suddenly, a door glowed and the cyan alicorn felt drawn to it. When Rainbow reached the door it opened to her; a light shined from within and temporarily blinded her until images appeared in the doorway.

Lightning Dust was there, but as a filly, flying laps around an obstacle course. Rainbow could see it on the filly’s face, she was panting, her breathing labored, and her movements were becoming more forced than fluid.

“She’s exhausted,” said Rainbow.

“What are you doing Lightning, you’re going too slow!?”

Rainbow looked to the source of the voice, spotting a pegasus stallion with a stop watch. His mane was a different color, but his coat color was the same as Lightning’s, but a couple of shades darker. His goldenrod colored eyes were piercing and unforgiving, with a grimace that made even Rainbow shudder.

“I…I’m trying, Daddy!” A young Lightning Dust cried out.

“Do not try, do! You’re ancestry is filled with elite flyers, dating back to the beginnings of the Wonderbolts! Speed is everything to a pegasus, our physical prowess needs to outmatch all those would-be pretenders who can only dream of becoming a Wonderbolt! You, Lightning, will be a Wonderbolt!”

“Y-Yes, Daddy!”

“What the hay!? Can’t you see how tired she is!? If she keeps this up she’ll --!”

Rainbow’s prediction came true as Lightning Dust came falling out of the air and hitting the cloud underneath her. Despite the fact that it was a cloud, it was made of the harder stuff, which meant when Lightning Dust impacted, it was not painless. Lightning hit the cloud ground and bounced once before coming to a stop. The little filly sniffled and coughed, her body weak from flying and training so long. The stallion, her father, flew over to Lightning and glared at her with displeasure.

“That was pathetic, get back up there and do it again!” he ordered.

“D-Daddy…I-I can’t…I’m too tired, and I hurt all over…”

“Nonsense! Pain is just weakness leaving the body! You’re getting stronger, Lightning! Months ago you would’ve dropped without even finishing, and now you’ve finished the lap! Don’t you see!? You have to keep pushing your limits, find them and surpass them and yourself!”

The door slammed shut, closing the memory, Rainbow Dash was drawn to another door and it was here she found another memory.

It was Lightning Dust, a teenager, in the school’s racing team. They had won their race thanks to Lightning Dust, but in the process, she inadvertently caused many of her teammates to go into tailspins and get hurt.

“Dad…I-I did what you said, but…my team, I almost got them hurt with that maneuver…”

“Feh, your so called ‘team’ was only holding you back, Lightning, you could’ve won it on your own. Don’t worry, once you’ve made it into the Academy, you’ll find those who can better understand how being the best is what matters. Those who cannot keep up are lift in the dust, do well to remember that.”

Lightning Dust held her head low, in a way, her dad made sense. Why should she have to slow down because the rest of them couldn’t keep up? It wasn’t her fault she was faster than them, if anything, they should’ve worked harder to get to her level. Still…it hurt a little to see her teammates give such disapproving and angry glances. Lightning’s father walked up beside her and draped his wing over her back, gaining his daughter’s attention.

“Lightning, do not let the rabble bring you down. One day you will find the right kind of partners, and it is these partners who will understand the need to stand above the rest and become better!”

Lightning’s ears perked up as a small smile graced her face.

The door slammed shut yet again, but now Rainbow Dash could hear the inner thoughts of Lightning.

‘Dad was right, I’ll find somepony who understands me…who won’t slow me down, who knows what it takes to be the best!’

‘I can’t believe I found somepony! Rainbow Dash, she’s as fast as me, and Spitfire made us a team! And she’s pretty hot, is this what Dad meant? That I’d find my partner here in the Academy, among like minded ponies!?’

‘How…How could you betray me like that!? So what if the tornado was excessive, it worked! And your stupid friends are alive, so what are you bitching about!? Spitfire…she stripped me of my wings…and kicked me out! I…I can’t fail…I have to be the best, and Rainbow Dash, you were going to help me be the best! We could’ve pushed each other, become even faster, become legends among the Wonderbolts! But now…you did this…I…I liked you! You were the first pony I had those feelings towards, both competitive and… the other kind!’

‘I’ll blow it all away…the Academy…and your friends, Rainbow! I’ll take everything away that’s holding you back, and then I will do the same for myself! Dad can’t fly as well as he could, so there’s no point in him staying alive! I’m stronger than you, I’m faster than you, and when I’m done, I’ll make sure that I stand above them all!’

~~~

The images stopped and Rainbow Dash found herself back in reality, with Lightning Dust and herself still grappling and at the center of a swirling mass of magical lightning. Only now, Lightning Dust had tears in her eyes.

“Lightning…”

“Why did you have to make me remember my crappy foalhood!?”

“Lightning Dust, I’m sorry…you were right, I didn’t have an idea, but now I do!”

Rainbow Dash broke their lock, both mares taking their respective sides within the giant orb of dual lightning.

“You were never given a chance to see, to know what it feels like to work with other ponies, to trust in them! Your dad messed you up growing up, but your past doesn’t have to mean that that’s the pony you’re meant to be!” Rainbow Dash yelled.

Lightning Dust tried to make her tears stop falling, but sadly she could not. The turquoise mare looked at her hooves, and then the silver bracers that were emitting their wicked energy.

“I don’t know how to be anything else…I don’t even know if being a Wonderbolt was really something I wanted or not!? I’m…I’m nothing, I’m a hollow shell of a mare! So…Why not make everything just disappear! Lightning’s voice became slightly distorted.

The violet shades of the lightning sphere became more dominant, crackling angrily against the azure magical lightning. Rainbow Dash couldn’t raise her hooves to Lightning Dust anymore, her heart wouldn’t let her. She began floating towards Lightning, making the crying mare lash out with violet bolts. Each one would either hit Rainbow or glance off her aura, some even stung a little, but regardless, Rainbow Dash continued to float towards her.

Lightning Dust brought up both her hooves over her head. A ball of tightly condensed lightning energy formed above her, becoming bigger and bigger. She then brought down her hooves and pointed them at Rainbow Dash. With a deafening battle cry, Lightning Dust fired her attack, making the sphere shoot a beam of pure violet lightning straight at Rainbow Dash.

The super powered pegasus did not flinch, she merely raised her right hoof and continued to move forward. The beam struck Rainbow’s hoof, making her flinch from the force generated by its power. But the beam never washed over her, in fact, her one hoof was keeping the beam stifled. Lightning Dust poured on more power, making the beam triple in size and become the size of a column. The beam forced Rainbow Dash to stop moving as the new, bigger, and stronger beam pushed against her.

Rainbow’s eyes glowed yet again, her horn releasing a surge of magical lightning from it and to her right foreleg. The surge followed the length of her foreleg, all the way to her hoof, where it shot through the column of violet lightning. The surge passed all the way through until it reached the beam’s point of origin. The azure lightning surge detonated from within the column, slicing away at the energy from the inside out and dispersing what was left of the attack. Lightning was thrown back, and quickly flared out her wings to stabilize, but in that brief moment, Rainbow was able to close the gap between them, surprising Lightning Dust. She closed her eyes fast, bracing herself for an attack she was sure was coming her way.

But to her surprise, instead of a punch or blast of magic, she felt a body hugging her own. Lightning Dust opened her eyes and gasped, Rainbow Dash was hugging her, and it wasn’t some vice death grip, it was a genuine hug, one that would normally convey comfort.

“What…What are you doing…?”

“I’m sorry, Lightning, I’m sorry you had to go through that. But you’re not nothing, you can be somepony new, you can be a better pony, I know that!” Rainbow assured.

“But…I don’t…I don’t know where’d I even start…!”

Rainbow Dash parted slightly from Lightning and gazed into her eyes. “For one thing, you can take those things off, they’re bad for you Lightning.”

“N-No…No you’re just trying to tick me so you can betray me again!” Lightning accused.

“I never betrayed you, Lightning! I had to stop you from getting yourself hurt or putting others in danger! That’s what friends do, they look for each other, even if that means they have to do something harsh to help them from doing something they’ll regret!”

Lightning Dust’s eyes widened, her irises and pupils returning. “I…I’m your friend?”

“I always was, Element of Loyalty, duh.” Rainbow took Lightning’s hoof into her own, giving it a reassuring squeeze. “I won’t abandon you, I never let my friends down. I’ll do whatever I can to help you be the mare you want to be, so…please, just let them go.”

Lightning looked to the rainbow maned mare, and back to her bracers. A friend, she was her friend, the first real friend she’d ever had, and she wanted to destroy her and everything else. The pegasus mare cried bitter tears at her actions and the choices that were both taken and equally ignored, with a loud cry Lightning began to rip off the right bracer. The malevolent lightning magic sprang out, as if defending itself against being taken off by their wearer, but Lightning Dust was not one to give up.

She pulled and pulled until the first one was removed, and then proceeded to the next. But this one proved to be more difficult, it wasn’t about to release its host so easily, now feeding back the energy into Lightning Dust and wracking her body with pain. The pegasus mare gritted her teeth, grunting and growling through the pain as the bracer began to slip. The pain was starting to get worse, and she was losing the will to keep pulling, but that’s when a pair of armored cyan hooves shot out and grabbed ahold of the last bracer. Lightning Dust looked up and saw Rainbow Dash, who nodded towards her.

Lightning Dust smiled and then yelled as she pulled back, and Rainbow Dash pulled forward, using her magical power to negate the resistance of the bracer. With one final tug, the bracer was taken off. The sphere of lightning ceased to exist, and the dark storm clouds evaporated into nothingness.
Rainbow Dash hurriedly took both bracers and threw high into the air and turned to look down at the superheroine alicorn.

“SHAZAM, FIRE!!”

Shazam didn’t wait, her horn crackled with stored power, and in the next second, let loose bolt of magic lightning. Rainbow Dash charged her horn as well, firing it right along with Shazam’s. The two bolts spiraled around each other and formed one giant lightning bolt that struck the two bracers, engulfing them in ancient magical might. The crystals cracked, and in the next second they shattered into a millions pieces, the bracers themselves having melted into nothing, not even ash remained. Both alicorns ended their attack, satisfied that they couldn’t sense the negative energy of the bracers. Rainbow turned to Lightning Dust, who smiled her, a genuine smile, and not the usual cocky one she sported.

But then Lightning Dust’s wings stopped flapping, a tired expression befall her face and just like that, she began to fall out of the sky. Rainbow’s eyes widened, and bolted for Lightning Dust, catching the exhausted mare in her forelegs before she could start free falling.

“You caught me…?”

“Like I said: I never abandon my friends. You’ll be fine, Dust, you just need some down time,” said Rainbow.

“Yeah…I’ve never felt this tired before…guess I overdid it?”

Rainbow glanced around them and shrugged. “Eh, maybe a little.”

Lightning Dust chuckled and laid her head against Rainbow’s chest, closing her eyes and drifting into a much needed sleep. Rainbow floated back down to the Academy, where Shazam and several Wonderbolts awaited them. Many of the pegasi were awestruck at seeing Rainbow Dash in the form of an alicorn, some even wondered if they should be bowing to her like one of the Princesses.

Shazam stepped forward and used her telekinesis to lift Lightning Dust out of Rainbow’s forelegs and onto a gurney. The medic pegasi looked at the mare who nearly destroyed the Academy and hurt everypony and wondered if it was a good idea to bring her into the infirmary.

“She’s alright, trust me,” said Rainbow Dash.

The medics then looked to Spitfire, and the fiery maned pegasus nodded her okay. The medics quickly, yet gently, took the stretcher and flew Lightning to the infirmary.

“Everypony, move out, let’s start cleaning this place up,” ordered Spitfire, leading the rest of the pegasi off to their work.

Rainbow felt a hoof rest on her shoulder, but she didn’t need to look to know who it was.

“You did good, Rainbow,” said Shazam.

“Yeah…I just wish it hadn’t gone this far for her cry for help was heard.”

“Better late than never, this could’ve been a whole lot worse, but I’m glad it didn’t. Nice job handling the powers I gave you, by the way.”

Rainbow Dash blushed from the compliment, cursing under breath for feeling like a schoolfilly.

“Anyway, as awesome as I’m sure it is to have those powers, I’ll have to take them back,” said Shazam.

There was some slight disappointment in Rainbow’s demeanor, the rush of being a super powered alicorn was fun, but she knew that wasn’t the way a real hero would act. The cyan alicorn nodded and bowed her head. Shazam lowered her head, crossing their horns; a surge of magical lightning passed between them, and in an instant, a bolt of lightning shot down from the sky and struck Rainbow Dash.

A cloud of white smoke engulfed Rainbow, but after a couple of seconds it dispersed, revealing the mare as she once was, a pegasus. Rainbow opened her wings and looked about her body, even touching her forehead to see if the horn had gone, and it had.

“Wow, if that’s what Twilight has to deal with every day, then I have to give her more credit. Even for a few minutes, having an extra body part and power like that was a little…” Rainbow waved her hoof in the air as if trying to pluck the word from the air.

“Disorienting?” Shazam asked.

Rainbow thought on that for a moment. “Eh, close enough.”

“Well, I know what you mean anyway. It threw me off a little when I first got these powers, but after a while it just felt right, it’s a part of me now.”

The cyan pegasus unconsciously drew circles in the cloud beneath her with her hoof, feeling her heart thump in her breast and her face growing hotter. Rainbow Dash gulped audibly and steeled herself.

“Um, Shazam?”

“Yeah Rainbow?”

“I…I just wanted to tell you, because I never really got the chance to – uh – thank you.”

Shazam shook her head. “You don’t have to thank me, Rainbow Dash. I care about you – I mean – I care about all of Equestria and its citizens!”

Despite Shazam’s attempt to cover that last bit, Rainbow’s mind had already latched onto it. She-She said she cared about me! Shazam said she actually cares about me!

“I know you do, ‘cause that’s the kind of pony you are! Brave, strong…beautiful…”

Shazam’s eye twitched at that. “Wait beau – MMPH!”

Before Shazam knew what was what, her mouth had found itself silenced by a pair of cyan lips pressed against hers. The alicorn mare’s eyes bulged under her ivory hood, her body seizing up as the reality of what was happening had clicked with her mind.

Rainbow Dash was kissing her, hooves resting gently on her cheeks, eyes closed, and breathing softly. This was happening – it IS happening – and poor Shazam, aka Scootaloo, could only think of one thing to say…

WHAT THE ACTUAL F – !!!!!!!!!!!!!!!!


UNDER BLACKFOREST MANSION…

Lightning, how simple could it be? This ancient and powerful magic was linked to one of the most primal forces on the planet, and yet it was so pure and so powerful. It was hard to believe it was a form of magic, but it was. A magic that could destroy as well as create.
It was fascinating, to say the least.

Thorn Blackforest was busy looking under a oculus magi-scope, with several lenses, each tinted different colors that would give Thorn a good and detailed view of the magic. In her underground lab, connected via magical portals to her mansion, she had Caballeron strapped to a table.

She didn’t realize it at first, but after some day and night research and experimentation, Thorn figured out the magical energy that was inside the stallion was actually being harming him. Although he was able to see magic and pierce through enchantments, the tomb raider was actually hurting his body each time he used it.

So by syphoning the excess with her equipment, Thorn was actually helping out Caballeron. She could care less, however, all she cared about was obtaining more and more of the ancient magic, and applying it to her newest batch of blank slates.

Thorn’s horn glowed as she used her magic to lift up an enchanted orb that contained the magical lightning energy. The orb was then inserted into a special machine that she had been using to funnel the Xanthos energy into the assassin clones.

The orb glowed brightly, bringing the machine to life. Thorn watched diligently as her creation began its work, using her telekinesis to flip a switch or turn a knob, making sure everything was in perfect working order.

A tube was connected to the machine, which ran all the way to a cylindrical tank that housed a featureless pony. The chestnut brown mare gave her blank slate one last look before opening the valve that released the ancient magic into the tube.

The electrical magic crackled and zoomed through the insulated tube, heading right for the tank. The moment the energy reached the tank a reaction took hold. The tank’s liquid contents began to bubble, the pony inside getting struck several times, over and over again, with magic lightning.

The body twitched, giving slight convulsions. Its body began to morph, taking on shape. The limbs were getting longer, the neck extending slightly as the body became lean. Next the forehead grew a protrusion, the bone spiraling until it became a horn, longer than the average unicorn.

What the blank slate sprouted next was unbelievable, wings. It grew wings. The body was morphing into that of an alicorn, the energy was so potent that it was creating such a being. Soon it began to grow a tail and mane, its features becoming more feminine. It had no cutie mark, but that was to be expected.

Thorn quickly shut off the energy, letting the last vestiges of energy from the tube enter the tank. The unicorn mare carefully made her way to the tank, taking each step with extreme caution. With Xanthos, she knew what to expect, but this ancient magic was full of unknowns, and Thorn knew not what it would do to a pony that was created.

Suddenly, a crack formed on the side of the tank. The crack spread out, spider webbing until it was all over the glass. And in less than a second, it shattered. Thorn raised a shield, protecting herself from the flood and glass shards that were carried by the liquid.

After a minute the tidal wave ended, and Thorn gazed with eagerness at what the new life looked like. Thorn slowly approached the body, which was lying on the floor. Its mane and tail was colored silver, with an electric blue streak running through it. Its coat was white as snow, which had a beautiful glow to it.

Truly this is the power of gods! It created an alicorn, the Xanthos always created random Earth, Pegasi, or Unicorn ponies, but with this, it automatically created an alicorn! With this, I could make a suitable King’s Vessel!

Thorn approached her creation, running her hoof over the lean musculature of her newborn creation, getting goosebumps as she enjoyed the velvety feel of its coat. It was quite beautiful, and maybe worth a little extra love and care, in another sense of the word.

“Wake up my little one, wake up and feast your eyes on the new world that will soon be at your mercy,” said Thorn in a strangely motherly tone.

She waited for a response, but nothing came. Thorn cocked her head to the side, staring at the alicorn with worry. She gave the newborn adult a few shakes as she would a child that did not want to wake.

“Come now, open your eyes. I have so much to show you, teach you, and you have so much work ahead of you. You can’t just sleep all day.”

Yet again, there was no response, making Thorn become even more worried. She quickly levitated a stethoscope from a workbench and placed the two nodes in her ears. She maneuvered the round piece to the alicorn’s chest and listened carefully. Her eyes widened, there was no sound, no rise and fall of a chest breathing, and most definitely not the rhythmic drumming sound of a heartbeat.

Thorn threw her instrument away and used her magic to carefully open one of the eyes, using her horn to shine some light onto its eye. The pupil didn’t react at all, despite the warmth of the body, it was utterly lifeless.

The unicorn mare fell back on her haunches, shaking her head as she gritted her teeth. How…? How could this have happened? Her calculations were perfect, her machine in top working order. The specimen was one of her finest of her batch. So why…

“Why are you dead?! Why are you not breathing with life?! You look so beautiful and majestic, you would’ve been so elegant on the battlefield! And yet…you taunt me with this warm body, this thing that looks so full of life and yet is dead!”

Thorn’s eyes stung with tears, sadness and anger mixing within her. This reminded her too much of the day she lost her prized creation, the day she lost Alpha. She was meant to be the ultimate anti-alicorn creation, fueled by Xanthos energy.

She remembered it as a foal, it was the first time she created life in its infancy stage, believing that it would be easier to start on a small scale rather than a full grown pony. Her theory being that a young body imbued with this deadly, primal magic could control it.

But something went wrong, her lab – her first lab – was destroyed, and the Alpha with it. Thorn had gone over all her notes and readings from that day long ago, and everything was perfect, the Alpha should’ve been born without complication.

It was a great blow to her, research wise it advanced her findings, but emotionally, it was akin to a mother losing her child. Thorn never saw herself becoming a mother, her work with the Kingdom and her life’s work was far too involved for her to have one. In a twisted and strange way she saw the blank slates as her pseudo children. Maybe that’s why it seemed to sting so much when one was lost to her? Why Alpha was so much more precious?

A trio of No-Face masked attendants entered her lab, two were unicorn stallions and a third was an earth pony mare. The mare at the center walked towards her mistress and cleared her throat.

“Mistress, are you well?” she asked.

“There’s a lifeless body lying in the middle of my lab…does it look like I’m ‘well’?!” Thorn sneered.

The attendants stiffened, they knew not to get on their mistress’ bad side. As understanding and rewarding as she was, they knew their mistress was not opposed to dealing pain and misery to those who crossed her while in a foul mood.

“What is that you want?! What is soooo important that you deemed it necessary to enter my lab, umannounced, and while in the middle of my…experiment!”

The mare gulped, but dared to answer. “Well…Milady, I wanted to inform you that one of your scheduled days to visit one of the many orphanages you sponsor is coming up. If you wish, I could cancel it…?”

The chestnut brown unicorn smirked, ah her charity work. It was good to keep up appearances. Not many would look twice at a wealthy mare who spent her enormous wealth on those less fortunate. It kept suspicious eyes off her, the nobility never bothered her for fear of what her wealth could bring down upon them. Equally, it made it easy to get close to the Princesses of Equestria, what their wanting to meet with such charitable ponies. Had she the power, Thorn could have killed them at her discretion.

Thorn scoffed, it didn’t matter now. No, what mattered now were results. There was no time to mourn over a husk, and there was no reason for one setback to keep her from trying again later.

“No, I shall adhere to my visit. You two!” Thorn pointed at both unicorn stallions. “Dispose of that and clean up this work space as quickly as possible!”

Both stallion bowed and moved swiftly towards the lifeless body once Thorn had walked away from it. The first No-Face masked stallion looked upon the husk clicked his tongue.

“Damn, now that’s a shame, it actually not half bad lookin’ compared to those other ones.”

“Y’know it’s not entirely dead-dead, maybe –?”

“I am not so depraved in my work that I would allow such a disgrace, even to a husk!” Thorn yelled.

The two stallions suddenly felt something wrap around their necks, a kind of collar made of magical energy. Both looked to Thorn, whose horn was aglow with magical power.

“Now you have three minutes to get that husk to the nearest disposal, or those collars will remove your heads,” said Thorn.

“B-BUT MISTRESS?!”

“Two-minutes and forty-eight seconds.”

The two stallions’ eyes bulged in fear, both hurriedly used their telekinesis and lifted the body, running like mad towards the nearest disposal and disappearing from her sight. The No-Face masked mare sidled next to her Thorn.

“There is no time limit, is there?”

“Oh there is, the nearest disposal is but a mere twenty feet away, but I did lie about the time itself. I allotted them just enough time to get them there and dispose of the specimen. I can’t have such filth around my creations.”

“Indeed. And how much time is that?”

*POP*

*POP*

The attendant blinked and twitched her ears, swearing she heard a balloon popping somewhere.

“Long enough. Now, to where am I to visit?” Thorn asked.

The mare pulled up a clipboard that was hanging around her neck and checked the papers before settling on the page she needed.

“Ah, it seems the orphanage is ‘Wayward House’ in……Oh my.”

Thorn raised an eyebrow at how her attendant paused. She used her magic to flip the clipboard around and spied the location.

“Irony…thy name is Ponyville.”

Author's Note:

Next time in
SHAZAM, Equestria's Mightiest Mare!:

Scootaloo is still reeling from her surprise kiss from Rainbow Dash.

Rainbow Dash confesses to Twilight that she was able to kiss Shazam!

Babs works up the courage to finally speak her heart to Apple Bloom.

And a visit from a wealthy mare to a local orphanage reveals the secret of one of Wayward House's residents.

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