• Published 3rd Jul 2016
  • 8,276 Views, 987 Comments

Spider in Equestria - DarkSpider



I just buy a mask and sword from some cloaked weirdo, and now I'm in a world of humanoid ponies in Equestria. Oh, and I have powers that are identical to Spider-Man. Well, this is my life now

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38. Tough Love

Princess Luna yawned softly, covering her mouth with her hand. Looking at the two guards besides her she dismissed them with a small wave. "You may return to the barracks now. It'll be morning in just a few minutes. I'll be seeing you two at sundown." The two thestrals nodded and said their goodbyes, leaving the lunar princess by herself. Walking towards the door to the castle's garden, she opened them and stepped outside. Making sure to close the doors behind her, she turned back towards the garden, carefully making her way through it as she took in her surroundings.

Luna smiled a bit when she witnessed the nocturnal creatures in the garden start making their way back to their nests. "Perhaps I should follow their example." She commented to herself, thinking about cutting her stroll in the garden short. Her ear twitched when she heard the sound of something eating. Turning to the noise, she saw the large black and blue furred wolf form of Dark laying on the ground, devouring some roasted chicken on his paws and his bag beside him.

Luna gave a tired smile, the sight of Dark in wolf form having become something she was used to as he had been staying in the garden every morning in it the last few weeks, greeting Luna as she finished her duties.

'He really does enjoy that form…’ she thought with a small chuckle.

She let out another yawn before looking at the transformed Displaced. “Well, have a happy Hearts and Hooves Day Dark. Hope it's eventful.” With that, she continued to her quarters.

Dark continued chomping at his breakfast for a full minute before he froze as what Luna said finally processed in his mind. He widened his eyes and jerked upright in shock. “WHAT?!” He shouted, startling many of the animals enough to wake them up. He ignored them as he grabbed at his necklace and transformed into his human form before picking up the remains of his meal and his bag and walked into the castle.

“How can I not notice what day it was?” He asked himself as he passed a trash can and placed his meal inside before he leaned on the wall and placed a hand on his head. “What do I do…”

After a few minutes of thinking, Dark had an idea. With it decided, he walked towards the throne room and entered, Celestia getting a few things ready before she made breakfast.

When she noticed Dark, she gave a small smile. “Good morning Dark. Surprised to see you out and about. Thought you usually stayed in the gardens til everyone else wakes up.”

“Yeah, about that… You know what day it is?” He asked.

“Hearts and Hooves Day, if I'm not mistaken. Why?”

“Um...mind if I took the day to myself?”

“What do you mean?”

“I mean that I'll be leaving Canterlot for the day.”

“Do you mind if I ask why?”

“Cece.”

Celestia blinked. “Pardon?”

“Cece is a massive shipper and on days like this, she's insufferable. And that was before she got powers. So I'm gonna leave town for the day and come back tonight.”

Celestia nodded. “Very well. And Brianna?

Dark winced when she brought his daughter up. “I'll leave her here. I don't like it, but I might do some superheroing and I rather she be safe here than risk her getting hurt.”

“Understandable. Though, why are you telling me this? Not like you need my permission to go.”

Dark shrugged. “Figured it'd be polite to inform you ahead of time. Also, I was hoping to get some of my bits I'm owed. You know, to get some food later?”

Celestia nodded before lighting up her horn. A moment later, a medium size pouch full of bits appeared before she gave it to him. “Hope that'll be enough for now.”

Dark shrugged. “I'm sure it is.” He placed the pouch in his bag. “Well, have a nice day princess. And thanks.” He started walking away, but stopped as he reached the door. “Oh, and please don't tell Cece where I went. Or have someone tell her for you.” With that said, he put on his hood and scarf and ran off towards the train station.

A couple minutes after he left, Celestia smiled. “Funny how someone who talks about the importance of looking up forgot his own advice.”

Screwball immediately teleported to her side after hiding in the ceiling. “I'm sure he's just too distracted to have noticed.”

Celestia nodded. “Perhaps. So you sent the letter?”

Screwball nodded as she hovered beside Celestia. “Yup. Last night.”

“Well, hope things go well.” Celestia then took a small breath as closed her eyes and her horn ignited, the sun slowly raising outside. When she was done, she started to walk towards the door. “I'll get breakfast ready. Same as always?”

“Yeah. Maybe add some blueberries for mine if it's not too much trouble,” Screwball said.

Celestia nodded as the two of them exited the room.


Dark stretched as he got out of the train station, looking at the familiar sight of Manehatten, seeing a bunch of decorations around. He rolled his eyes and stepped forward before he heard an unexpected voice.

“Hey Tito.”

Dark immediately stopped and looked towards the voice, seeing Rainbow step out of the train station, a backpack on her. He did a double take to make sure he wasn't just seeing things before saying, “Rainbow? What are you doing here?”

“Screwball sent me a letter last night to get here as soon as I can today and to bring my costume. What are you doing here?”

Dark shook his head as he processed that. “Avoiding Cece.”

“Why?”

Dark hesitated before looking around. He then leaned closer and said, “She's insufferable on days like this. Always trying to get me to go out with someone.”

“So you had a holiday like this too?”

Leaning back, he nodded. “Valentine's Day. Though Cece's constant attempts at playing matchmaker made me dislike it. A lot.”

“Well she's not around now. So whatcha wanna do?”

“Huh?”

“Well I literally have nothing better to do, day off from the Bolts and all, and I'm here anyway, so I figured we can hang out.”

“You're serious?”

“Well yeah. So what ya wanna do?”

Dark thought for a moment before shrugging. “Maybe get something to eat? I know a restaurant not too far from here. Maybe you can tell me about what's been happening with you.”

“Great. Come on,” she said before grabbing his arm and pulled him down the street.

Dark immediately pulled his arm back. “Do you even know where it is?”

She stopped and looked away, rubbing one of her arms. “Uh...not really. Been awhile since I been to Manehatten. Wait, how do you know where it is?”

Dark shrugged. “Had a lot of time to explore the last few times I was here.”

“Right… So, we going or not?”

Dark rolled his eyes under his hood before walking away, leading her to the restaurant.


“After that, I went back to where he attacked, talked with Twilight, and we went to the castle after that,” Dark said.

The two were sitting on the roof of the building that Rarity For You was part ot, eating a late lunch, the two of them having spent the last few hours together.

Rainbow laughed. “So this Vulture guy is another one of those villains Spiderman fought?”

Dark nodded. “He's usually some old coot in some green outfit with feathered wings. But this guy? His tech was more advanced than even Shocker. It's...troubling.”

“Meh. You still took them both down pretty well. Though why did you web that guy so much.”

Dark chuckled. “I learned a while ago that if you annoy or piss off someone enough, they start getting sloppy and not think. One example is Shocker even hitting his own guys with his blasts.”

Rainbow couldn't help but chuckle as well. “I'll keep that in mind.”

“So what you been up to since the convention?” Dark asked, not sure about anything else to talk about by that point.

Rainbow shrugged. “Not much. Only thing worth mentioning is Zephyr graduating mane therapy the other day.”

Dark nodded, remembering the episode. “Shame your gene wasn't activated when he came over a few months back. Bet you would've loved the excuse to freeze him.”

Rainbow nodded in agreement. “Yeah…” She then sat up straight. “Wait, was that whole thing another part of your show?”

“Yeah. Though to be honest, I only stayed away because I didn't wanna meet the guy. He...doesn't seem like someone I'd get along with.”

“Can't argue with that,” she said before drinking the rest of the canned soda she had next to her. “Especially annoying that his parents actually thinks I like him that way.”

Dark snickered. “Doesn't he think the whole WonderBolt thing is just you trying to impress him?”

Rainbow groaned before facepalming. “Don't remind me. Just...no. Besides, he is definitely not my type.”

“That I believe,” Dark said before briefly lowering his scarf to drink some water.

The two of them sat in silence for a few minutes, with Rainbow immediately flying to a trash can to throw out their garbage. After relaxing for another few minutes, Dark got up.

“Well, I don't know about you but I'm gonna go swinging,” he said as took out his mask from his pocket and put it on before removing his cloak and webbing it to the edge of the roof.

“Wait, let me suit up,” Rainbow said before putting on her backpack and cloud dashing through a nearby vent. A few moments later, she dashed out again in her costume before tossing her bag towards Dark's cloak. To make sure it didn't get stolen, he webbed it too.

After he webbed her bag, Dark paused for a moment before looking at Rainbow. “Hey Dash?”

“Yeah?”

“You wanna try something?”

“What?”

“Do you trust me?”

“Yeah… Why?”

“Grab onto my back.”

She blinked. “What? Why?”

“I want you to see what it's like to web swing?”

She stood silent for a moment. “You sure?”

Dark nodded. “Trust me. And besides, if you fell off, you can always fly. And even if you hit the ground, you won't get hurt anymore.”

Rainbow hesitated for a moment before taking a deep breath. “Okay. Let's do this.” She then walked behind Dark as he stood by the edge before slowly wrapping her arms around his neck, both of them blushing slightly behind their respective masks.

“You ready?” He whispered, looking at her from over his shoulder.

Rainbow nodded. “Yeah,” she said, feeling a tad bashful.

Dark nodded back before looking forward. “Just hold on tight,” he said before taking a step forward, the two of them immediately falling.

The fall was so sudden that Rainbow immediately gripped Dark harder, closed her eyes, and spread her wings. Before she can instinctively flap them to start flying, she felt a strong pull and they started rising. Opening her eyes, she saw Dark swinging around the city with ease, going at a moderate speed.

“You okay?” He asked, looking back at her again though still swinging as if he was still looking where he was going.

Rainbow's fear was then starting to get replaced with excitement. “Yeah. But can you go any faster?”

Dark smiled behind his mask before he started swinging with more speed and even decided to give more exciting by doing a few flips with Rainbow still holding on.

After a few minutes of swinging, Rainbow was beaming under her mask as she truly started enjoying the rush that web swinging was giving. The two eventually landed on a roof as the sun touched the horizon, and Rainbow let go of him before spreading her wings and doing a few flips in the air.

“Yeah!” She shouted. “That was amazing. No wonder you enjoy that so much.”

“So you liked it?” Dark asked.

“You bet. That was awesome. Sure it doesn't beat flying, but still,” she said as she landed.

Dark chuckled. “Glad you enjoyed it.”

“Yeah…” Rainbow said, before looking at Dark in silence for a few moments. After looking away for a second, she looked at him again. “Hey Tito?”

“Yes?”

Rainbow clenched her fist before opening it again. “Do...do you want to-”

“Hey,” a new voice said, interrupting Rainbow. Looking towards the voice, the pair saw Lightning Dust as she landed on the roof.

“Damn it…” Rainbow muttered under her breath, no one hearing her.

“Dust?” Dark said, surprised. “What are you doing?”

“Heard you were in town so decided to check on ya,” Lightning replied. She then looked at Rainbow. “Who's your friend?”

“Oh, Dust this is…” Dark started before stopping as he couldn't just say Rainbow's name.

Rainbow simply stuck a hand out and said, “Frost Vapor.”

Lightning nodded before shaking Rainbow's hand. “Lightning Dust.”

“Yeah. I know,” Rainbow said with a small glare, her arms starting to glow blue as Lightning immediately pulled her hand back from how cold her hand suddenly became.

After making sure her hand was fine, Dust looked at them before her eyes homed in on Dash again. “So you two know each other?”

“You can say that,” Dark said.

“What do you want?” Rainbow asked, crossing her arms.

Dust blinked. “What's your problem?”

Dark cleared his throat. “She's...aware of your actions at the WonderBolt Academy. And I don't think she's so happy about it.”

Dust's eyes widened before she looked away, her ears folding back. “Never gonna live that down, huh?” she asked, her tone sounding defeated.

“You caused several ponies to be hurt and almost killed a few because of-” Rainbow started before Lightning interrupted her.

“I KNOW!” Dust shouted at Rainbow. After taking a few deep breaths, she looked away again, sitting by a nearby vent, her eyes started to water. “I know. You think I don't? I made a bunch of mistakes there. Which made me lose someone I thought was my friend and all my dreams, everything I worked for and hoped, dashed away. I wasn't even given the chance to make up for it…”

Rainbow's eyes widened slightly as she started to feel guilty. She then walked to Dust and said, “You actually feel bad about all that?”

“Of course. Why wouldn't I? Not like I meant to hurt anypony. I just just follow some bad advice.”

“What advice did you get that had you be so reckless?” Rainbow said, confused.

Dust wiped her eyes to stop herself from crying before looking at Dash. “Why do you care? Considering how you reacted just now, I figured you think I'm just some adrenaline junkie with no regards for others.”

Rainbow hesitated before looking at Dark. With a deep breath, she looked back at Lightning. “I'm sorry. I...shouldn't have did that to you. Especially since it was a while ago. Just that I value my friends a lot, so you ignoring your wingpony when she was hurt and almost getting her friends killed just made me mad.”

Dust sighed. “I...wanted to make up for what happened. But since they'd never accept me in the Bolts now, I decided to be, well…” she then reached into her pocket and pulled out her badge. “Figured I'd actually try to help ponies. Try to be a better one.”

Rainbow then sat beside Dust. “So...what advice was it that made you so...aggressive at the academy?”

“Always push yourself to do harder than you think you can and always aim to be the best,” Dust said.

Dark blinked behind his mask. “Who the heck gave advice like that?”

“Wind Rider.”

“Of course,” Dark said with an eye roll as Rainbow facepalmed.

“What?” Dust asked, confused.

“Wind Rider is an asshole. When he learned a recruit for the Bolts might beat that record of his, he framed her into causing Spitfire to go missing and almost ruined her chance of eventually joining the Bolts.”

Lightning did a double take. “Seriously?”

Rainbow nodded. “It's only thanks to a friend of mi-of hers that he was caught and the truth revealed. And he lost his status among the Bolts.”

Lightning looked down. “Great. So one of the reasons my dream was ruined is because some bastard gave a filly terrible advice…”

Dark sighed. “I'm sorry that your dream was crushed.”

Lightning just waved her hand. “It doesn't matter. It was a couple years ago and I need to move on.” She then stood up with Dash doing the same. “So exactly what are you two doing here today? Decided to have a date?”

Dark and Rainbow's eyes widened, with Dark waving his hands. “No no no. It's not a date.”

Lightning blinked before looking between the two of them. “Okay…” she said, unsure how to react to his response.

Before any of them can say anything else, Dark immediately stood straight up before running off the roof and swinging away without any explanation.

The two pegasi blinked before looking at each other. “He does this a lot?” Lightning asked.

Rainbow shrugged before spreading her wings and taking off after him with Lightning close behind. A few minutes later, after the sun had finally set, they all landed on a roof.

“So there a reason you came here?” Dust asked.

Dark simply pointed towards the ground, which was rather empty save for a few stallions, 5 earth ponies and just as many pegasi, with two of the earth ponies each holding a strange looking canister. What truly got his attention however was that they were all dressed the same way as the stallions that attacked him at the convention.

“Weird,” Dust muttered. “Never seen uniforms like that before.”

Dark simply growled before jumping off the roof and landed on a nearby lamppost. “Hey!”

The stallions all looked behind them and saw Dark. They all widened their eyes, but one in particular quickly narrowed his own when he got over his shock.

“Oh, of course you're here,” the stallion said, his voice revealing he was the one Dark bit.

“So, you boys mind telling me what's in those jars of yours?”

The pony chuckled, raising his right arm towards Dark, the palm of his right arm started glowing through the gloves he wore. In a flash of bright light, the pony fired a beam of energy from his palm, destroying the glove he wore as a result, Dark’s eyes widening as the beam of light headed straight towards him. Reacting quickly, he jumped out of the way, letting the beam hit the lamppost and destroy it.

“Okay, that's new…” Dark muttered under his breath.

Gero looked at the rest of his group. “What are you standing around for? Get the specimens out of here.”

The group shook their heads before the ones holding the containers shoved them into the arms of two of the pegasi.

Before they can take off however, a web was shot beside one of them and Dark pulled himself towards the stallion, preparing a punch. To shield himself, the pegasus instinctively put the container between his face and Dark's fist, the container shattering as a result and a black substance dropped out of it.

“Damn it!” Gero shouted before he fired another blast at Dark, the Displaced narrowly dodging again with Gero's teammate taking the blast to the chest, dying as a result. Gero immediately turned to the other pegasi. “Hurry up. I'll deal with him.”

The rest of the pegasi extended their wings and took off. Gero looked back at Dark in time to see the Spider hang up two of his teammates by their feet on a nearby lamppost. The remaining two tried to tackled him from behind, only to end up with one getting kicked in the face, immediately getting knocked out as a result, and the other being grabbed by the collar and being thrown into a wall before being webbed to it.

Before Dark can turn to Gero, however, the charcoal furred pony grabbed Dark from behind, Gero’s metal arm humming while letting out a small glow. “Say goodnight freak!” Suddenly the arm discharged a massive amount of electricity, literally shocking Dark and forcing him onto his knees in pain. Smirking at the sight, Gero gripped the Spider tightly before flinging him into a nearby alleyway.

Gero threw his head back and laughed, being too distracted to see the black substance from before going into the alley, following Dark. When Gero calmed down, he shook his head and smiled behind his own mask. “Jeez, the doc really wasn't kidding when he said I can kill you with this.” He then chuckled. “When I'm done with you, I'm going to find that little pet of yours and snap its neck. Hay, might even have some fun with that rainbow maned marefriend of yours.”

Dark took several deep breaths, growing more and more angry with the stallion. Unknown to either of them, the black substance attached itself to Dark's hand while it was on the floor, the shadows from the alley hiding both it and Dark as he felt a rush of power and his body growing bigger.

“So, any last words before I end you?”

Dark growled in response before he said, “I won't...let you...touch them.” Dark said, his voice growing much deeper in the last 2 words.

Gero blinked for a moment at the deeper tone, before shrugging and pointing his right arm into the alley, another blast charging up. Before it finished charging however, a black tendril came from the alley and grabbed his robotic arm before squeezing it hard enough to crush it. Gero fell down to one knee from the pain, before he started hearing heavy footsteps coming from the alley.

Looking into the alley, he saw a monstrous creature step out of the shadows. Its height rivaled Celestia herself, with its build being rather thick, the mere sight showing it was incredibly strong, with its large arms ending in claws. Finally, its face caused Gero to be petrified in fear. Its mouth was large, and completely filled with large, pointed teeth. The final notable feature he saw was its large eyes, which was completely blood red, reminding Gero of the nightmares he's gotten from his previous encounter with the Spider.

The creature growled as it reached Gero, with its eyes narrowing but its mouth not looking any different. It then grabbed Gero by the collar and lifted him up until he was in equal eye level with it.

“Listen here,” it said, its voice sounding like 2 beings talking at once and in a tone that Gero imagined literal demons sounded like. “We do not care what you do to us, but if you so much as think about hurting any of our friends, we will not hesitate to break every single bone in your body before we rip your stomach open, pull out your intestines, and STRANGLE YOU WITH THEM! You got that?"

Gero quickly nodded his head in fear.

"Good. And just to show that we aren't bluffing..." The creature then grabbed Gero's left arm and squeezed, immediately crushing the arm, causing Gero to scream in pain. The creature then threw Gero into the alley it was previously in as its eyes changed from red to pure white. It then jumped to a building on the other side of the street and rushed up it, the creature shrinking on the way up until all that was left was Dark in his costume as he leaped off the top of the building and swung away to find his friends.


Rainbow Dash charged towards the black uniformed pegasus with a yell, tackling the lightly armored goon, sending them both tumbling onto the roof of the building they were flying above. Getting up quickly, Rainbow Dash used her power to freeze the wings and legs of the pony to prevent him from escaping. She turned towards her current partner, “I got this one! Need any help?”

“No thanks, I got this.” Lighting Dust answered, quickly catching up towards the second pegasus trying to get away. She eyed the container in his arms, noticing how badly the pegasus is trying to protect it. Finally getting close enough to the goon, she reached over and grabbed the container, only for the other pony to quickly grab the other side of container and tug. The two pegasi fought over the container, trying their best to take it away from the other. Getting frustrated at the other pony, Lighting Dust raised her right leg and kicked the other pony in the stomach, causing him to let go of the container. “Ha! I got it!” She cheered, being too excited to notice the other pegasus reach over for his baton and raise it. Finally noticing what the other pony was doing, she raised the container in hopes of using it to block the attack.

Both pegasi’s eyes widen when the baton smashed the glass of the container, causing the red and black substance to fall on ground below them. Before the other pony could recover, Lighting Dust quickly swiped the baton from his hands and hit him on the head, knocking the goon unconscious.

Lightning grabbed him by the arm before descending to a nearby roof. She then flew down to ground, with Rainbow doing the same. “You okay?”

Rainbow nodded before looking at shattered canister in Dust's hand. “What do you think was so important that caused those guys to protect those things?”

Dust shrugged. “Some weird slime by the look of it. But it fell to the ground when the thing broke.”

Rainbow crossed her arms before seeing something behind Dust. Thinking quickly she immediately shot a frozen blast behind Dust before cloud dashing through Dust and tackled the last enemy pegasus while the other one who was previously unaccounted for was frozen.

“So, how about you tell us what's so special about those jars?” Dash said to the pegasus she was on, glaring at him with her arms glowing.

The stallion chuckled before going into a full blown laugh. When he calmed down, he said, “You wouldn't get anything from me. If I were you, I'd be prepared for the future rulers of this country.”

“Oh? Well I know how to make you talk.”

The stallion chuckled again. “Good luck with that. It'll take more than a few ponies and an alien to defeat us after all these years. After all, cut off one head, two more will take its place. Hail Hydra.” He then swallowed a fake tooth inside his mouth that hid a cyanide pill, dying as a result.

Rainbow blinked when his eyes took a lifeless look before removing the cloth covering his mouth, seeing his mouth bubbling. She immediately stepped back in shock.

Dust walked up to the dead pegasus before placing two fingers on his neck to find a pulse, feeling nothing. Standing up, she said “He's dead.”

Rainbow looked at Dust, dumbstruck. “What? How?”

Lightning shrugged. “No idea. Whatever it was, it likely happened so he won't be able to tell us anything useful.”

“Besides something about hydras…”

Dust nodded before looking at Rainbow. “Hey, how did you…” she started before gesturing to the frozen stallion nearby.

Rainbow shrugged. “Long story short, I have a special gene that lets me be able to control any one element or energy. Mine let's me control all types of water.”

Dust blinked in surprise. “Huh. Gotta say that sounds pretty cool.”

“Tell me about it.”

They stood in silence for a few moments. Before any of them can say anything however, Dark landed near them. “There you are.” He said, sounding relieved.

Dust waved to him. “Hey Spider. You have any trouble?”

Dark hesitated for a moment before saying, “Honestly? Yeah. Though...something gave me a second wind. What about you guys? What happened with you?”

“We followed the pegasi and fought them,” Rainbow told him. “Though the jar they were protecting broke during it.” She then gestured to the dead one. “That one however said something weird.”

“What was it?”

“Something about cutting off a head, two more take its place,” Dust explained. “Then mentioned a hydra.”

Dark's eyes widened in shock at that. “Um...were the exact words he said hail Hydra?”

“You know about that?”

Dark then placed his hands on his head. “Oh no. Oh no oh no oh no...”

The mares looked at each other in confusion before looking back at Dark. “Uh, Spidey?” Dust said. “You mind telling us what's the big deal about a hydra?”

“Not a hydra,” he said, staring at the corpse. “If...if I'm right, Hydra is an organization that plans to achieve total conquest.”

“Well that'll explain what he said…” Rainbow muttered.

Lightning blinked. “Wait, how do you know that?”

“Complicated,” Dark said. “But if these guys are part of Hydra, that means Hydra knows who I am. As well as what…”

“What do you mean?”

Dark sighed. “Long story.” He then looked at the sky, realizing how dark it was. “We should get going Frost.”

Rainbow nodded before looking at Dust. “You'll be okay?”

Dust gave a small smile. “I'll be fine. Don't worry. My only issue will be explaining this to my higher ups, but it could be worse.”

Rainbow gave her a nod before flying away. Dark then looked at Lightning. “You take care Dust.”

“You too Spider.”

He then turned around and ran down the street before jumping and beginning to swing after Rainbow.

A little after he was out of sight, Lightning walked down the surprisingly empty street, sans her and the Hydra goons. She found a few pieces of shattered glass and crouched down to get a closer look. What confused her however was that the substance that came from the container was nowhere to be seen.

Dust sighed. “Hopefully it's nothing bad…” she muttered before spreading her wings and flying off, unaware of the red and black slime-like creature that had attached to the back of her jacket.


Dark sighed, his shoulders sagging in exhaustion from the fight. Looking at the clock in train station, he frowned. “Well at least we made it here in time…” He muttered to himself, turning towards Dash who slumped against the station’s bench. “Hey, sorry you got dragged into this mess.”

Rainbow shrugged. “Not like any of us saw it coming. Though, how do you know about this Hydra thing?”

“Evil organization in Marvel,” he said simply.

“Great…” Rainbow muttered.

Dark nodded. They stood silent for a moment until Dark remembered something. “Hey Dash?”

“Yeah?”

“What were you gonna say earlier? Before Dust showed up.”

Rainbow's eyes widened before she looked away and chuckled nervously. “Uh...I was gonna ask...if you ever had a marefriend,” she said, a suspicious look on her face.

“Wow. And I thought she'd be better at lying,” Dark heard in his head. Deciding to ignore it for the moment, he shook his head. “No, I never did. Never even had a crush before.”

Rainbow blinked in surprise. “Seriously?”

“Yeah. Why you ask anyway?”

“Uh…” she said. But before she could answer, the intercom announced that the train for Ponyville was preparing to leave. Rainbow immediately got up and said, “Well see ya Tito, nice hanging out with you again, bye.” With that said, she immediately shouldered her bag and flew towards the train to Ponyville, Dark not seeing the blush on her face.

Dark blinked before shrugging and headed to the train for Canterlot. After a few minutes of waiting, the train started leaving the station and Dark leaned by the window as he nodded off.


“Wake up.”

Dark immediately sat up right as he heard the voice again. After looking out the window, he noticed he was at Canterlot. Once the train stopped, he exited it and walked towards a nearby alley. Checking his spider-sense to make sure nobody will overhear him, he let out a sigh.

“So you're what was in that thing?” He asked, seemingly to no one.

“Yes,” the voice in his head said, Dark only now realising that it sounded similar to his own. Almost identical even.

“There a reason Hydra guys had you?”

“They made me and a couple others. Though I was unaware about the Hydra part til you found out yourself.”

“Made you?”

“Like how that version of me in that show you like was made,” it explained. “They got a hold of your blood and made us. Why, I don't know. The tanks they had us in were soundproof.”

“Mind telling me who else is out there?”

The voice hesitated for a moment. “You can guess one of them.”

Dark sighed. “Great… He was the one in the other container?”

“Thankfully no. For some reason, he was left behind. The other one that was being moved was my sister, Toxin.”

Dark did a double take. “Wait, Toxin? I thought Toxin was a male.”

“Imagine how surprised we were. But her voice is that of a little girl, so we decided she should be referred to as female.”

“Fair enough. Now one last question. You gonna stick around?”

“Honestly, I'd prefer that.”

“Okay. But if I'm gonna be your host, we'll need to lay down some rules.”

The voice stood silent again, but a few seconds later, some of the black substance appeared on Dark's left arm before forming a neck and head with pure white eyes and no visible mouth, the head lifting up to look Dark in the eye.

“Yes?” Venom said.

Dark blinked in surprise at the action before shaking his head. “First off, no eating anyone.”

“Of course,” Venom said. “Got that idea from the game?”

“Pretty much.”

“I really don't know if that's an issue anyway.”

Deciding not to get distracted, Dark continued. “Second, I don't want you to cause any trouble for me or my friends.”

Venom nodded. “Understandable. Though I'd actually want to do the opposite.”

“And third, I don't want you...covering me unless I give the go ahead.”

“Oh? And why's that if you don't mind me asking?”

“Don't want to grow too dependant on you. If that happens and we end up separated, it won't go well. At least I don't want to have using you be my default.”

“Very well. Web Of Shadows approach then?”

Dark nodded. “Sounds good. Do we have a deal?”

“Of course,” Venom said.

"Oh, and one more thing."

"Yes?"

"Can we not do that...large form of yours unless we need the intimidation?"

Venom stared at Dark before chuckling to himself. "If that's what you want, sure," he said before returning to Dark's body.

Dark took a deep breath before he ran out the alley at top speed and not stopping until he got to the castle. Once he entered, he headed towards Luna's quarters before he was immediately tackled. Looking down, he saw Bri nuzzling his chest, tears in her eyes. Dark winced at the sight before he wrapped his arms around her.

“I'm sorry I left Bri,” he whispered to her.

They laid there for a couple minutes til Bri calmed down. When she did, Dark got up with her in his arms and looked at her. When she opened her eyes again, bloodshot from the crying, she stared at Dark before tilting her head in confusion.

“Something wrong?” He asked her.

She simply placed a paw on his chest, still confused. Dark just shrugged before placing her on his shoulders. Before he can continue walking however, he heard another voice nearby.

“So how was Manehatten?”

Turning towards the voice, he saw Screwball laying in the air with a smile in her face.

“Decent,” he replied. “Though, I have a question for you.”

“Ask away.”

“Why did you send Rainbow a letter saying to go there today?”

Screwball shrugged. “Well considering how much you dislike Cece and her...pushes, I figured you'd wanna leave Canterlot today. And what other place would you go to besides Manehatten? Plus I figured hanging out today can let you make up for practically avoiding Rainbow during the convention.”

Dark blinked before facing away from her in embarrassment. “Good point…”

“Well I'm heading to bed. And don't worry about Cece, she already went to sleep an hour ago.” With that said, she teleported away.

Dark stood still for a few moments before continuing towards Luna's room. Once he reached it, he saw a pair of thestral guards standing by the doors.

One of them nodded to Dark. “Lieutenant.”

Dark nodded back. “Mind if I speak to the princess? It's important.”

The thestrals looked at each other before nodding to him. Dark then entered the room and saw Luna.

The alicorn blinked in surprise before saying, “Dark? Well this is rather unexpected. Is something wrong?”

Dark sighed as Bri climbed down his body before sitting beside Luna. “I...learned something today. Something you need to hear about.”

Author's Note:

And now you guys know why I wanted this chapter done by Valentine's. Rather surprised I finished it 3 weeks early (finished it last night). Especially since it took me forever to figure out how to write everything after Tito's arrival in Manehatten. Also, apologies pass that point if you don't like it. I grew incredibly sick the other day and wrote everything later that night. And more yesterday. But everyone who I asked to proofread it liked it so I'm trusting their judgement.

Now to recap two of the important stuff in this. Venom and Toxin are out and founded hosts. Everyone probably could've guessed the fact that Venom would've bonded to Tito. But I doubt anyone I didn't tell would've expected who Toxin will bond to. I had that idea considering the fact that the first host canon Toxin had was a cop. The other important thing being Tito learning about Hydra existing in his world. Not sure when I originally planned for that to happen. No goal or idea when 39 will be posted though. Until next time.
-Dark

P.S. If anyone is gonna complain about Rainbow briefly being frightened when the web swinging started, I'd say it's the fact that she's not used to falling from that height with using her wings and not used to the fact she no longer takes fall damage.

P.P.S. On a completely unrelated note, my 3 year anniversary on this site was a few days ago. Didn't make a blog because I forgot and also not that big a deal anyway.

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