The MMDW: A symbiote in Equestria

by Comet Burst

First published

Venom comes to Equestria and meets his new enemy, the Mysterious Mare Do Well.

A beautiful meteor shower was the last thing anyone expected to cause the Blackout. Not a power outage, but a series of deaths caused by an unknown killer. The bodies were recovered covered in some weird black sticky material and saliva. Witnesses claimed it was a monster with large white eyes, rows and rows of dagger like teeth and an outrageously long tongue.

It was also the same time another entity appeared. Another being of darkness, but this one benevolent. It fought against the monster, defending those caught in the fight. Official orders were to arrest them on sight, given by Princess Luna.

The entity called herself the Mysterious Mare Do Well. The monster called himself Venom.


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They say you never know where life will take you. What surprises it will give you. Cutie marks are supposed to help us determine who we are, but do they tell the whole truth? Do they tell us what we will be like years down the road? I don't think so, not since I saw the Blackout. I saw the bodies, mutilated, sucked dry and left pale like a watermelon when you suck the juice from it. Some called it a vampire pony, others said it was punishment from Celestia and Luna. Nobody really knew the truth, nobody but me.

Who am I? That's the question I'm trying to figure out now. Before he eats me, like he ate the others. I can feel his hushed panting, the warm breath on the back of my neck. I can sense his tongue itching to lick me as it had to the dead. He wants me, wants me to be his next host. The pony he inhabits is already long dead, so he needs a new host to feed on. He's going to do it slowly, savoring my taste, the flavor of me. Without feeling it, he's going to suck me dry until I stop breathing. He's going to enjoy it.

My name is not the one you think you know. To the world, I'm the great and powerful Trixie, but to him and the other half of the world, I'm the Mysterious Mare Do Well. That's all he knows, but he's quickly going to find out who I really am. I finally lost to him and now I'm gonna pay for it. I can feel his tongue on the back of my neck. It feels like a horny snake. It wants to rip my mask off, it wants to see me be fearful. His breath has picked up as well, leaving the mask on my neck moist. He is trying to be patient so he can hear me scream, but he's hungry as well. It doesn't take long until his face reaches mine. Pitch black and featureless, save for the eyes and mouth. He's grinning at me, like a stallion in heat. Slowly he begins to peel himself from the former host, pushing the corpse out like waste.

It flops lifelessly to the floor. It's the body of a orange stallion, paled like the watermelon. Several puncture wounds are on the back of its head, just below the skull. That's where he feeds. I turned my attention back to him. He's now a web of black sinewy material, spread out like an epilepic spiders web. His face is still there though, staring straight into my eyes. I feel the web begin to crawl up my hoofs, slowly and deliberately. It feels like tar, ice cold tar. It moved up my flank and is now reaching my forehooves. This must be what it feels like to be mummified, wrapped up for death when you're still alive. My gaze never wavers from his, even as his face comes closer. He smells horrible as the icy tar reaches my neck.

His grin is chilling me more than anything. He has waited for this for a long time. His tongue reaches out and caresses my face as if he cares. The saliva leaves a trail across my face, sticking it against my cheek, up my temple and to my forehead. That's when it hits me.

He wants me.

He needs me.

He loves me.

This is his way of telling me. Telling me he can't live without me. Telling me that no matter how many times he's tried to kill me, to eat me, to destroy me, he cannot. Without me, there is no him. His tongue has wrapped around my neck and is now beginning to peel my mask off. I don't struggle or move. He has won and fighting him will get me nowhere. He will see my face and he will remember it. He pulls it up to my chin and pauses. This is not a moment to be rushed by him. This is one to be savored.

Finally, he unwraps his tongue from my neck. He pulls it back and examines where the mask is placed. My neck is showing and I can tell he wants to feed. His animal instinct is hard to ignore, but he knows this isn't an ordinary feeding. This is one he's waited for, planned out and executed in his mind. Everything has to go right. His tongue slides out again and gently lifts the mask over my muzzle. My mouth and nose are exposed and he stops. He doesn't want to see my eyes or my whole face. He wants to just see that. He withdraws his tongue again and leans in. He is going to show he loves me.

He stops short and his white eyes stare into my masks blue ones. He wants me to know and he wants me to finish. He wants me to submit. He is the dominant one and I am his prisoner. He wants me to prove I love him. Without hesitation, I finish it. His mouth meets mine and we kiss. His teeth are sharp, but the pain is welcome. It's something I'm going to feel until I die. I can feel his tongue slip into my mouth, greeting my tongue in a lovers embrace. It slowly wraps around mine and I feel the icy tar travel up my head. He is bonding to me now and it is not comfortable. His face begins to wrap around mine and I feel an odd sense of weightlessness. My vision goes black and the tar tightens around my body, constricting me into him. I can't fight back.

I love him too.

Zero Hour

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In the dark of the night, a shadow flitted across the wall of a brick building. It moved so quickly, nopony below noticed. No pony ever noticed here in Manehatten. They were all too busy with their own concerns, running businesses, dating, being average ponies. It never occurred to them why there was no crime here, no visible drug trafficking or prostitution. No robberies, no kidnappings or murders. They had just assumed everypony were friends.

They didn't know of the shadow, the ever watchful guardian against the vices of the world. The shadow had worked tirelessly the past few months to break the chains of crime lords and criminals, seemingly accomplishing what the Royal Guard could not. They had fought tooth and nail for years to force the criminals to stop and had only met little success, but recently they had notorious lords of crime simply deposited on their doorstep. Whole drug trades, rings of extortion and other such activities seemed to just disappear overnight. They took the credit for work done by another, the work of the shadow.

The dark blur finally came to a halt at the corner of a building overlooking the docks on the east side of Manehatten. A long cape slowly flapped in the wind and the brim of a large hat pressed down over the figures face. Like this, nopony would ever see me unless they knew where to look. Down below, several large stallions stood facing out, guarding several more stallions unloading crates from a boat. They were each big and muscular, some sporting a variety of scars. Two were pegasus and the rest were earth ponies, standard fare for hired help. It took me two minutes of observation to realize they were unloading drugs. One of them said something about an odd smell and the pegasus replied "Well, what didja think Deadhoof mushrooms smelled like? Get back ta work."

Deadhoof mushrooms, a powerful and expensive narcotic. It was no easy task getting hold of such mushrooms since they only grew on decaying bodies. The painkiller effect they had were almost to the point of lethal, but addicts claimed it was the best feeling ever, like you were surrounded by liquid air. I grimaced as I thought of that. Only powerful drug lords could afford crates of the stuff and there were still plenty more crates. I kept quiet and jumped from the rooftop, hovering myself with my magic. I had to strike quickly and knock out all the earth ponies and one of the pegasus. The other would talk. I was about to drop when a crate shook, scaring both the workers and myself.

It was no different than any other crate, save for the words 'DANGER DO NOT OPEN' written on the sides. "What the hell is in there?" one worker got up the nerve to ask. One of the pegasus, an indigo one, approached and said "According to the boss, it's supposed to be some rocks collected from the meteor shower not too long ago." The crate shook again and everypony backed away nervously. Clearly something alive was in it. The indigo pegasus said "Alright, let's just get this thing on the cart and then-"

He never finished the sentence. I dropped from my hovering position and landed with all four hoofs on the biggest earth pony. He buckled under my weight and crashed to the ground, smashing his head on the pavement. It wouldn't kill him, but he would sleep good for about five hours. I jumped into the air as the ponies looked over at me and kicked another in the face. Saliva shot from his mouth as his head twisted and his body went limp. They began to shout, but I was already smashing a thirds teeth in with my right rear leg. The earth ponies unloading the crates ran in different directions and the pegasus shouted orders. "Get it! That's the pony who's been messing up our business!" The remaining three earth ponies charged me, but I was too quick for them. I felt the pull of magic in my stomach and a pink dust cloud filled with sparkles shot up around me, blinding them. Inside the smoke, I easily dispatched two of the three and the third ran back, terrified. The pegasus yelled angrily at him, his fellow flying away at top speed, and I once again leapt into the air and smashed the earth pony into the ground like I had earlier. The pegasus tried to back up, but I used my magic to slam a crate of Deadhoof into his left side. He screamed in agony as the crate exploded, sending the horrid smelling mushrooms everywhere. His wing, which had been extended, fell down and was bent at an odd angle and he clutched his side. A broken wing, two probably three broken ribs was all he sustained, but it was enough to make sure he couldn't run.

I held him in place with my magic and he stared at me with eyes the size of dinner plates. Obviously he was terrified now, and that was good news to me. "Who are you working for?" I growled to him. He sputtered and I tightened my magic grip around his left side. He yelped loudly a nd said "I work for Blademane, okay? He took over the Deadhoof trade when Gang Green was arrested!" I smirked to myself at his reply. There was a whole criminal underworld here in Manehatten. Gang Green was the former head of the foreign narcotics trade until I brought him down, now apparently this Blademane has decided to monopolize on his absence. I hadn't noticed it, but the mysterious crate shook again and both me and the pegasus looked at it. "Who's trafficking illegal animals?" I asked with my harshest tone. The pegasus shook his head and said "I dunno, I swear! It was only supposed to be a supply of Deadhoof, I didn't expect anything else!" I narrowed my eyes and threw him over to the crate. He landed on his right side, not on his injuries and slowly picked himself up. "Open it." I said. He glanced nervously to me and I took a step forward before he shouted "Okay okay! Just don't hurt me!" I stopped walking and said "That will all depend on what's in the crate." He gulped nervously and pried the lid off. His had peeked into the box when several long black tendrils shot up and yanked him into the crate. He gave a small scream before the place became dead silent.

I froze, unsure of what to do. I thought there would be a mare or fillies in the crate, but I was not expecting that to happen. Tenatively, I walked slowly over to the crate but before I could get there, a startling shriek pierced the silence. I recoiled slightly and a head shot out of the crate. It was unlike anything I had ever seen with a pitch black face, a long wicked tongue, rows of long needle like teeth and horribly pale eyes. I didn't even begin to react as it withdrew back into the crate, busting it apart and leaping into the sky on thick black wings. It looked like a demented pegasus and flew like an expert, immediately disappearing into the skyline of Manehatten. I scrambled back into my hoofs and scanned the sky for it, but it had disappeared.

"What the hell was that?" I said aloud.

Broken Reflection

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It took me several seconds to bring my attention back to the shattered crate. Try as I might, that face stayed at the foremost of my thoughts. What kind of demented creature was that? Is it even from this world? Finally, a question drifted into my mind as I stood looking at the remains of the crate. Why didn't it attack me? Some creatures scare bigger ones, like snakes, but even they will bite when you get that close. Something odd with the crate finally pulled at my attention.

Rocks. There was nothing but rocks strewn about the crate pieces. If it was a live animal, why lock it inside of a crate filled with rocks? This wasn't a rock farm delivery, this was a drug shipment. How did the thing live inside a container full of rocks? That's when the second realization hit me. "Where's the pegasus?" I asked aloud. His body was nowhere near here. I had thought that maybe the creature had thrown his body when it busted the crate, but it was nowhere to be seen. I looked up at the building facades and wondered. That thing had a huge mouth, so did it eat him?

I had heard of dragons eating ponies in one bite, but that sure as hell was no dragon. Dragons were large and scaly, that thing was roughly my size and looked like it was made of ink. That is when, without realizing it, I found myself standing in a pile of black goo. I jumped back, but it held my right front hoof. I pulled at it and it slowly peeled off, like some form of superglue. I stared at it, half expecting it to move when I heard hoofs and shouts from around the building. I could tell it was the Royal Guard, so I grabbed some of the goo and teleported myself onto the roof of the warehouse facing the boat when about forty guards stormed in from each direction.

I found it hard to move with this stuff stuck to my forehoof, but I eventually made it back to my base. It was my apartment in Manehatten, but the bell tower atop the building led down into a trick door in my room. It made it easy to get out in my costume, but this goo wanted to stick to the walls and floor, making it exhausting to get into my home. Once inside, I found a jar, scraped it in with much effort and sealed it with magic. It sat lifelessly at the bottom of the jar and I breathed a sigh of relief. At least it wasn't another one of that monster.

I trotted over to my room and opened another trick door near my closet. I had installed this one myself and inside was a cramped room with pictures, maps and newspapers. A bare ponyquin stood at the far end and I reached up to remove my hat. I walked over to the ponyquin and glanced at one of the newspapers. 'Mysterious Mare Do Well saves Neville!' it read, showing a picture of her. She wore a purple wide brimmed hat, a dark blue mask with bright blue eyes, a purple cape and outfit with blue boots. I smiled to myself and began to take off my costume. Soon, I was staring at the Mysterious Mare Do Well herself, standing as rigid as a ponyquin.

I turned to leave and paused at a mirror hanging on the wall. It would been a magnificent mirror, but the shattered glass definitely took away from it. I had no idea how it broke, but I didn't use it merely to check my appearance. My similarly shattered reflection stared back at me with a sad look. Her bright blue coat with an even lighter blue mane shined brilliantly against the dark wall, but her purple eyes stared sadly back into mine from the mirrors world. I knew that mare, her name was Trixie. My name was Trixie, not Mare Do Well.

I headed to bed after I closed the door on my second life. The apartment was empty and silent, something I had become used to. Still, I could faintly hear the sound of a filly and a colt wishing their father goodnight as a foal nestled next to me. I could hear him approaching the room, walking steadily as he came to me and the foal. I opened my eyes to see him, but found myself staring at an empty doorway. The foal was gone as well and the soft giggling of the colt and the filly faded away. I felt like I had a huge decaying spot in my chest as I sighed. I wanted a normal life, but all I had was my costume and my day job.

My sleep was filled with black figures and teeth that night.

When I woke, I found my eyelids unusually heavy. I hadn't been up that late, probably only until one in the morning or so. Still, I had bits to earn, so I pulled myself out of bed and began my day. It took me only forty five minutes to clean myself up and don my usual purple cape and wizards hat when I paused. Why was I still tired? I had been the Mysterious Mare Do Well for almost a year now, after my second trip to Ponyville where everypony lost any respect for me. I had heard of her before and when I found out my rival Twilight Sparkle and her friends each used the persona, I felt myself strangely drawn to it. I was upset with myself and wanted to do good, but something else called me to the costume. Maybe it was to lose myself in a fantasy, maybe it was a ploy to become famous again, or maybe it was me trying to redeem myself.

I left my apartment and trotted over to the theater where I performed when I noticed a large group of ponies gathering near an alleyway not far from it. The Royal Guard were stationed all around it and I could faintly make out a white shroud on the ground. I instinctively walked over to it and heard random bits of other ponies conversations.

"Did you see it? He had bite marks on him!"

"I heard he was strangled."

"No way. Did you see him before the guard got here? He was wrapped in a cocoon."

I was puzzled, but I pushed forward into the crowd. I wanted to see it since I had stopped most of the murders here. It most likely wasn't gang related, so it was probably the result of a mugging. The guard stopped me from coming any closer, but one of them lifted thrown shroud partway to examine the body. My stomach clenched as I saw it. The pony was indigo in color and had long threads of inky black goo holding the body to the pavement.

My throat tightened and I backed away. I had found my missing pegasus, eaten and spit out by that monster. It didn't take long for the question to burn into my mind as I walked to work. Where is the monster now?


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I spent the night trying unsuccessfully to track the monster. I started by where the body was recovered, but found there was little evidence left. The body was now in the possession of the Royal Guard, as well as the material he was covered in. I spread out all over Manehatten, checking my known criminal hide outs. Each one only turned up several thugs and empty leads. Finally, I was standing on the corner of an apartment buildings roof, just waiting for anything to happen.

It was a little warm tonight, making my costume uncomfortable. The mask had gotten wet and sticky in the front, making it stick to my muzzle and forehead. A slight breeze picked up and I relaxed a little. I was unusually tense, like I had been when I had taken down Gang Green, the largest drug runner in the city. It wasn't easy tracking him down, but when the Royal Guard began a raid on his compound, I was able to catch him as he tried to run. Him and his bodyguards were tough, but not tough enough. I caught him and left him inside a prison cell in the Royal Guards headquarters.

Without reacting, I felt my cape tighten horribly around my neck and I was yanked backwards. I flew back and slammed into the roof behind the apartment. Dazed, I shakily pulled myself up when I received a powerful kick to my side, knocking the wind out of me and forcing me back down. I rolled over onto my back as a figure of pitch black leapt on top of me. I had seen this before. A shriek from a mouth filled with needles confirmed who it was. The horribly blotchy white eyes of the monster met mine and I felt the pull of magic in my stomach.

A pipe from the roof flew over and smashed into the monsters face. His head snapped to the right and I kicked with my hind legs, pushing him off. I scrambled up and turned to face him and found a row of teeth in my face. I instinctively leaped to the side a millisecond before I heard the teeth snap shut. I dodged another bite and he pursued, chasing me around the rooftop. Finally, he made a mistake by biting in the wrong direction and I tackled him. The monster was thick and muscular, but he did get thrown back by my hit. He stumbled back and shook his head. I charged and he roared at me. We collided and both of us tumbled off the roof.

His teeth flashed all around as we fell, trying still to bite me. I kicked and spun in midair, hoping to knock him away. Instead, my cape slowed my descent, allowing me to watch him hit the ground first. I had only half a second, but I managed to get my hooves down and slammed them into his head and ribs as I landed on top of him. I pulled back my forehooves and readied a second hit when his incredible strength threw me back into a wall. I was not expecting that and my head smacked against the wall. I blacked out for two seconds, but it was enough for him to close the distance and to shove a hoof into my neck. I felt tendrils wrap around my windpipe and he began to squeeze.

I struggled against his grip as I felt the lack of air affect me immediately. I tried to pry his hoof away, but he was inponyly strong. He pushed me up against the wall and for the first time, I noticed he was smiling. "You-- you--" I managed to choke out and his grip tightened. "No, do not speak. Save your strength." a deep and crawling voice responded. My eyes were tearing up, but I was fairly sure the monster was talking to me. "Who--?" I rasped again and it responded "Venom. In my other life, I was known as Venom. Call me Venom. CALL ME VENOM!" he screamed at me.

He threw me into a trash can violently and let go of my neck. I took a breath and kicked at his rear leg, listening to a satisfying snapping noise and the monster Venom cried out in pain. I was still catching my breath, but I managed to force myself to grab another trash can with magic and slammed it hard into him, dazing him. I jumped to my hooves and charged him, delivering both of my rear legs to his face. He flew back into the opposite wall, but almost immediately jumped back at me with his teeth bared. I steadied myself, still out of breath, and I felt my magic activate again. A large dumpster freight trained Venom and smashed him into the wall again.

I held it there and felt his enormous strength struggle to break my magic. I gasped heavily a few times and said "What.... what are you?" He roared angrily in response and struggled harder, but I pushed back with my magic. "I said 'What are you?" I repeated in my meanest tone. He slowed his struggling and said "You are strong. You would make a fine host." I glared at him through my mask and he continued "You smell... delicious. You are stronger than the others. You will be my host." He grinned at me and I gave him a mean look. I didn't understand anything he said, but he had distracted me enough to push back the dumpster and break my magical grip. He hefted it and brought it down at me, but I reflexively jumped back, barely avoiding being crushed.

I leaped onto the dumpster, but he was long gone. All I heard was the familiar shriek echo down the alley we were fighting in and I scanned the area. He wasn't anywhere near here and he didn't use his wings to escape, so the most logical option was he ran. I didn't chase, but my head swirled with questions. What did he mean by host? How was he still standing? How did he lift the dumpster without magic?

My head swam as I staggered over to the wall. My legs were weak and tired and I realized I was gasping for air. I also wondered how I got down from the dumpster when a loud voice shouted "Halt!" I heard the flapping of wings and the clatter of hooves on the pavement and I took off running after making my smoke cloud. I didn't stop even though the voice shouted for me to halt again and I bounded up the side of one of the buildings, beelineing for my apartment. It wouldn't be safe returning there, but it was my only refuge. As I ran, I heard the monster Venom's words echo in my ears. What did he mean by me being his next host? How was he so strong? Why did he attack me?

Back in the alley, Princess Luna coughed as some of the dust made by the pony still swirled around her. She had only seen her for a couple seconds, but was clearly able to make out a purple cape and a matching hat. Not much use for her, but maybe the Royal Guard could identify the pony. Several of them came bounding into the alley ready to fight, but were surprised by the battle scars the buildings had suffered. Luna walked around slowly, noting different things like the residue of magic in the different items, claw and teeth marks and even something more odd. "Sergent, what is this?" she asked as she lifted her hoof. Something black and sticky clung to her hoof and the soldier responded "I've seen that before. It was covering a body we recovered earlier today. An indigo pegasus."

My Enemy's Enemy

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It took me until eleven in the morning to wake the next day. My body ached in ways I couldn't imagine, telling me I had sustained injuries far worse than I had thought. My eyes hurt terribly and I found out why when I opened them. At first I thought I had gone blind, but I then realized my muzzle was being pushed into an uncomfortable position, meaning my mask was on. I reached up to pull it off and wound up pulling a pillow off first. A little flustered I had it on top of my face, I threw it against the wall and sat up on my haunches. My leg ached something fierce, but I pulled off my mask.

Looking around my room, you would assume I had fought the monster here. My head swam something horrible and I went to check myself for bruises. I looked down to find myself still in my costume and a crumpled up piece of paper on the floor. I was curious, so I picked it up and tried to smooth it. My handwriting filled the paper, shaky and hastily written. I couldn't believe it, but it was a suicide note. Apparently I blacked out when I got back, convinced somepony was coming to kill me. Wearing my mask and a pillow above my head was no accident.

I sighed heavily and threw the note away. I had problems, I knew that much. When I first took on the persona of the Mysterious Mare Do Well, I believed it would be fun. I had a coltfriend then, friends and a life. My misadventures in Ponyville was the start of it all. My friends stopped talking to me, my coltfriend left me for a pegasus and my social life utterly collapsed. Nopony wanted to be my friend or even talk to me. I had never felt so alone and miserable, so I hid in my alter ego. Mare Do Well was my only comfort, knowing that I could take out all my frustrations on criminals with hardly any backlash. I had never felt more alive than when I was her, but the thought of taking that away made me sick to my stomach. It was easy now for me to understand the reason for the note.

I spent the rest of the day cleaning my apartment. Work was off today and I really couldn't make myself go anyway if I tried. My depressive mood permeated the air of the apartment, leaving me sitting in my hidden room staring at my broken mirror. I was thinking about Venom and what he had said. I knew hosts were needed for things that couldn't manifest a physical form, but how did an inky black muscular creature need a host? I reflected on all I knew about him when I suddenly had an idea. The indigo pegasus had been pulled into a box of rocks by black tendrils and his body was recovered covered in the same material. I had also nearly been choked to death by those tendrils, as the bruises on my neck proved. What if Venom was made entirely of black tendrils like those?

I shook my head and scolded myself. How could such a muscular creature be comprised of octopus tentacles? Plus, his face and mouth certainly could not be formed from that. The small voice in the back of my head argued, though, saying it is the only logical reason. I shook my head again. There was no such thing in existence here in Equestria. That's when the indigo pegasus's words rang in my ears. "According to the boss, it's a bunch of rocks recovered from the meteor shower." When I remembered that, a horrible thought hit me. Was Venom an alien? Was he from another world? His words to me echoed as well.

"In my other life, I was known as Venom." He had specified it was his other life. The thought that he was an alien became more and more plausible and I decided there was only one way to be sure. I had to meet Blademane. As I waited for night to fall, I spent the day patching myself up and treating my unstable mentality. I was no professional by far, but I did my best. I forced myself to take a two hour bubble bath to soothe my body while repeating to myself good things. I went over the good deeds I had done as Mare Do Well, stopping Gang Green's drug trade as well as saving several mares from a prostitution ring. I had also destroyed the current Deadhoof trade for now as well as trying to fix my life as Trixie. I rubbed various herbal mixtures on my bruises and many of them decreased in size. The only prominent one I had was the marks around my neck, but hopefully my mane and cloak would cover it up. Dusk was setting in as I repaired and cleaned my costume, patching the tears on my neck part as well as my cape. When night fell, I donned my clean costume and left through the bell tower and headed off to find Blademane.

After interrogating several thugs, two gave me similar directions to find Blademane. I followed their directions to a dark warehouse. Guards patrolled the perimeter, so I knew this was the right spot. Infiltrating was easy since the guards were not to intelligent or tough, so I was able to dispatch the only three that saw me with ease. Blademane's office was easy to get in to, and I found the orange stallion with a black spiked mane sitting behind a desk. He froze when he saw me due to my magical grip and his eyes went wide.

"You! You're that pesky hero ruining my trade!" he shouted to me in a grating voice. I narrowed my eyes at him and said "I don't have time for your damn drugs. Where is Venom?" He looked at me stupidly and said "Who the hell is Venom?" I slammed him into his desk and applied pressure to his neck and back, making him wince in pain. "I don't have time for your stupidity either, Blademane. Now where is Venom?"

"Not here obviously." he spat back at me. "Then what do you know?" I asked in my nasty voice "Why was that meteor shower so important? I saw the shipment. Why were you so interested in it. He sighed and said "That was no ordinary meteor shower. Celestia broke up an asteroid and its pieces fell to Equestria. The asteroid itself was not ordinary either. It changed course in space to come here, like it was being steered by someone or something. Why wouldn't I be interested?" I narrowed my eyes and said "How did you know about that?"

Before he could answer, a pony opened his office door. I simply reacted, kicking him in the stomach and hurtling him out the door. I shut it with my magic and I heard him say "If you want to know how I know..." I felt a powerful hoof slam me into the wall of his office and the voice changed into one creepily familiar "It's because I was there." I opened my eyes and saw the familiar toothy grin and long tongue of Venom staring me in the face. "Blademane has been dead for hours now, but his knowledge filled in the gaps for me."

I stared into the horrible white eyes and suddenly realized my legs were numb. For the first time as Mare Do Well, I felt fear.

Afraid of the Dark

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My body reacted before my mind did. I was still staring into his eyes when my previously numb hindleg hit him squarely in the jaw, snapping his mouth together and breaking several teeth. His face shot upwards and, while my mind was still paralyzed with fear, I spun and whipped my cape in his face before delivering another nasty kick to his throat. He gagged horribly and green saliva shot from his mouth, spraying the brim of my hat. As my mind was catching up, my body hurled itself at him, tackling him into the desk. Amazingly, he still hadn't reacted as I pushed away and landed near the door. By the time my balance was established, though, he leaped towards me, teeth bared and eyes focused on mine. I managed to dodge his teeth yet again, but his bulky frame had caught me.

Together, we crashed through the door and into the warehouse, startling all the guards. The two of us wrestled on the ground for a bit, giving and taking kicks and jabs. I had finally gotten on top of him when his powerful rear legs delivered a kick to my chest, throwing me off. I was fairly sure I heard a crack, but I didn't feel anything. I landed hard on my back against some wooden crates, feeling my breath get knocked out and my vision go blurry. He was so powerful even after taking such a beating. I let out a frustrated cry and leaped to my hooves and saw him already at his. He threw his head back and gave an unequestrian scream, chilling my bones. If he really was an alien, he was proving it now. We locked eyes and circled each other, looking like two angry wolves ready to tear each other apart. He had the strength to defeat me, but I had my magic.

Realizing that, I continued to circle him and felt the magical pull in my stomach. We both heard it, but he made the mistake of looking at the noise to simply have a sheet of steel smash into his face. He left an impression on the metal of his face, but he reacted incredibly quickly as I charged. He grabbed the sheet with his tendrils and spun it towards me, causing me to smash my own muzzle into it. I recoiled back as he threw the metal away and I tasted copper. A dark red liquid flowed from my nose, staining and dripping through my mask, but I didn't miss a step. He tried to grab me with his tendrils, but I was able to expertly dodge them thanks to my previous fighting experience, but as I closed in, he got one around my leg. It tightened uncomfortably and yanked me into the air. I felt myself hit several crates hard and glimpsed the few guards of Blademanes that had stuck around for one reason or another.

I spun several times in the air, feeling my stomach churn before Venom finally threw me to the ground. I landed forcefully on my left shoulder and thought I heard another crack, but I was able to get back to my hooves. He had already charged me and I had just enough time to brace myself before he hit me like a train. I tumbled backwards with him and narrowly missed his teeth again. I kicked at him and smashed one of my forehooves in his face, but he bit my cape and spun me around, smashing me into the wall of the warehouse. I fell to the floor and suddenly realized my body wouldn't react. All I could do was look up as he brought his forehooves down on my face and the copper taste was renewed. He reared back for another and delivered it. I fell onto my side and started to curl up.

That's when I heard him. He stopped his onslaught and a slow amused laugh began to echo in the warehouse. I was shivering from the amount of pain and terror I was in, as well as some adrenaline withdrawl. He walked over to me and gave another nasty kick to my side, making me wheeze due to the lack of air in my lungs. My eyes weakly flicked towards him and I saw his cutie mark. It at first dumbfounded me that he had one, but I began to wonder what it meant. It was a white spider with very pronounced fangs and a large abdomen. Its eight legs were pinned four on each side closely together. Did his cutie mark mean something? Did mine even mean something? I suddenly found myself questioning just what cutie marks meant when his forehooves pushed me into a sitting position.

"You fight well." he said "You are indeed the host I need. I can supply you with abilities far beyond your imagination and all you have to do is live normally for the rest of your life. Deal?" I looked up into his grinning face and lowered my head, giving no indication of an answer. I raised unsteadily to my hooves, trying to run away, but I only managed to go three feet from the wall before collapsing into a heap. I had never felt so weak and defenseless as I did right there, and I knew there was a monster here waiting to eat me. I thought back to my lessons with Princess Luna and tried to work up some courage, but all I could think of was her face when she found out I was dead. I could feel death getting close, so I pushed myself up into a sitting position.

You know what happened next.

I had resigned myself to death by this horrid creature when I heard a voice. It was both familiar and commanding. "Put her down now, foul beast!" it shouted. I felt my head turn to see who it was when I was given the image of Princess Luna glaring angrily at me. I heard Venom give an angry hiss, but he had yet to bond to me. Luna, for some reason, gave a kick to a metal crate and its high pitched ring caused me, I mean Venom, to scream in pain. The noise was nothing but pure agony for him and Luna kicked it again. He screamed even louder and I felt him slowly peel away from me. Weakly, I held out a hoof and felt another grab it. Another high pitched noise rang and I felt the hoof tug me free.

I landed in a heap on the floor, curling up into a foal position and felt my vision fade. The last image I saw was of Luna scooping me up onto her back.

The Brightest Hour

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The black void was endless before me. I felt weightless as I hung in the void, nothing but space in all directions. I looked down at myself and saw I was still in costume. In my dreams, I wasn't Trixie. I wasn't myself. I was Mare Do Well. I screamed, not in terror, but in frustration. I hated this costume. I hated it with every possible fiber of my being. It ruined my life, it drove my friends from me and made me distant from my coltfriend. I bit at it, but realized my mask was on too. I screamed again in frustration and glared angrily at my costume.

I suddenly was in my apartment. I was all alone in bed, just sitting there. I heard hoof beats approaching and I tensed. I lived alone. The hoof beats continued and I waited. The figure making the noise rounded the door and my chest clenched. A brilliant blue stallion rounded the doorway. He had a snow white mane and tail with crystal blue irises. He was a pegasus and three puffy white clouds overlaped on his flank. "Strattos..." I whispered awestruck. He grinned at me and trotted over without a word. I closed my eyes and felt a tear start to run down my cheek. When I opened them, I didn't see Strattos anymore. I saw rows of needle teeth and an insanely long tongue.

I pulled myself up and screamed in more terror than I ever had. Losing control of my body, I flailed around and kicked up several layers of blankets as well as stretching out several joints that clearly did not want to. I wailed in pain as my injuries took their toll and a door burst open. Several ponies rushed inside and began to try and restrain me, pinning my legs down as two of them administered a smelly herbal concoction to my legs and chest. I breathed heavily and tried to fight back, but slowly began to realize they were doctors. I relaxed and soon noticed the herbal stuff was the same paste I used at home. It made me wary though, since only a handful of ponies knew how to make that.

"Enough." came a voice both regal and familiar. The medical ponies released me and backed away. "She is calm now. Be on your way." the voice said again. As one, the ponies filed out of the room, leaving only me and the unmistakable silhouette of an alicorn. The light dimmed in the room and I felt a lump form in my throat. I had seen this many times before. "P-p-princess Luna?" I tried to say, but my voice came out unusually scratchy and rough. My throat burned from the use of my voice and the alicorn held a hoof up. "Save your voice, my little pony. You will need it later." she said in her stern but kindly manner. She walked forward and I sunk slightly into the bed I was in.

She was just as regal and pretty as I remembered her. The sparkles in her midnight blue mane, her gentle smile and eyes that both reassured and scared me. My mentor, Princess Luna, walked over the side of my bed and said "I do not mean you harm, Trixie. I do have questions that need answering, though." She almost always never beat around the bush and went straight for the problem, but before she asked her questions, she reared up and hugged me. I sat there limply before finally getting the courage to embrace her as well. "Oh, my dear student. I was so worried about you. I could hear you screaming from those nightmares from across the castle." she said in a motherly tone. She hugged me tighter and continued. "All those horrible dreams. I had never been so scared for you in my life."

I kept hugging her and felt tears well up in my eyes. My chest felt like it was imploding as I listened to her. Luna had cared for me since she found me being picked on by schoolyard bullies and I felt more attached to her than even my own parents. They had died a long while ago and I was alone in graduate school when she returned. She found me and took me in, giving me a home when I had none. There was no way to repay her kindness and her words cut me to my core. The mare I viewed as my mother was so upset for me and I burst into tears.

I cried for what felt like hours and she kept me close, gently rubbing my back. I tried to work out several apologies to her, but they came out as garbled sobs. She simply shushed me and kept me in her hooves. When I could finally compose myself, she let go and stared into my eyes. She had been crying too, but I hadn't been able to tell. She reached up and stroked my mane out of my face and said "What happened to you? You haven't written or visited in months and I find you in a costume nearly dead and being eaten by that... thing. What happened, my star pupil?" I gulped and said "I was trying to stop him."

"Why, though? He nearly killed you. I saw him try to eat you!" she said in a slightly exasperated tone. I took a deep breath and said "Because... it's my job." Luna shook her head and said "No it isn't. It's the Royal Guards job to apprehend such a monster." I shook my head and said "You don't understand. He wants me, not just to be caught. He has followed me. I can't explain it, but he wants me and just me." Luna gave me a puzzled look and said "Does it have something to do with this?"

I turned my head and saw my purple Mare Do Well hat levitate over to us. My heart sank and I didn't reply. Luna gave me a concerned look and said "Trixie, why were you wearing this costume? Were you trying to play superhero or something?" I looked down and said "I wasn't trying." Luna's expression became unreadable and she said "What do you mean by that?" Without looking up, I shook my head. "For the past three years, I've been going around Manehatten at night and breaking up crime rings. I use that costume to make me become something other than boring old Trixie. It makes me feel... alive." Luna raised her head and said "Why do this, though? Why risk hurting yourself?"

She had just barely finished her question when I burst out "Because I hate being Trixie!" Silence filled the air and I felt new tears run down my cheeks. "Because... because I hate my life. Ever since that Twilight Sparkle beat me twice, I can't stand to look at myself. I'm a failure, a failure to myself and to you. I thought I could do good as Mare Do Well, but it destroyed my life." I choked out. I had never said that before and for some reason, it felt good. I wanted to continue and Princess Luna stayed quiet. "I did it during a Nightmare Night a couple years back. Some mare was getting mugged and I helped her. I felt alive as I did. Ever since then, I couldn't stop."

"Did anypony notice you doing this?" Luna asked calmly. I shook my head and said "No. Well, yeah actually. All of my friends stopped talking to me when I went out to stop crimes instead of going clubbing with them. Then..." I choked up there. Luna leaned in closer and said "What happened with Strattos?" She knew of my former coltfriend since we met in Canterlot and moved to Manehatten after he graduated college. "He... he..." I couldn't bear to finish the sentence before I sobbed loudly. "He cheated on me and then left!" I yelled. All the unpleasant memories of him I had repressed flooded back to me, causing me to sob like a filly. Luna reached out a hoof and rubbed my head as I cried. "What happened?" she whispered softly. I suppressed my sobbing and forced it out. "I was out being Mare Do Well one night and I came back home early. I snuck into the apartment and heard a commotion. Strattos was grunting and I thought he was in a fight, so I ran to help him. When I busted open the bedroom door, he and some ugly pegasus were..."

I couldn't finish that sentence before sobbing again. That horrible memory made me relive my emotions of that day. All my anger, sorrow and rage had finally broken loose in front of my adoptive mother. I had never felt more betrayed than I had when I saw the two of them together. He had looked happy with her, some expression I had never seen when he was with me. I had made love to him more than once, but he never looked like that to me. Why was she so special? What did that damn tramp have that I didn't?

Of My Darkest Day

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I sobbed so much, I lost track of time. The tears just wouldn't stop, no matter how hard I tried to make them. I was vaguely aware of Luna's words as she tried to console me, giving garbled responses to her. I had never cried like this before, not even when Strattos left. The memory tormented me as I watched his face yell at me after I had interrupted them. The filthy pegasus whore was screaming at me too, but I was focused on the stallion. I didn't remember much of what was said, but I knew I was angry enough to sock him in his muzzle. That's when the tramp jumped on me and wrestled me to the ground. I remember feeling my nose break, me tearing her mane out with my teeth, kicking her in the gut so hard she threw up and Strattos finally breaking us up.

He yelled at me like never before. He claimed the situation was my fault because I was too distant, too commanding and expected too much from him. He pushed me back and I tripped onto the bed. While still shocked he would actually try to hurt me, he aided the tramp to her hooves and left without a single goodbye. I felt my insides melt into an uncomfortable pile of mush as the door slammed. He had left me all alone and had drilled a false thought into my head. What if he was right? What if I really had brought this upon myself? The idea of Mare Do Well seemed pretty bad to me now that I was convincing myself that she was the reason he left. I didn't dare touch the costume until months after he left. I don't remember why I had put it on again, but I could feel its stare, a never blinking entity in my own mind claiming I was weak, selfish and pathetic. Inside, I knew it was right.

I remembered the first night I returned to being Mare Do Well. I felt exhilarated like never before. The wind, the adrenaline, everything about the costume was inviting. It was as if I had been reunited with a missing piece of myself. It felt so good to be Mare Do Well, I preferred it over Trixie. I was hooked on her high, and now I sat here in front of my mentor crying like a foal. Remembering my rush at becoming Mare Do Well had calmed my emotions and I looked over to the night princess. She was smiling gently to me and I nuzzled her neck. I didn't care if she wasn't related to me, she was my mother, big sister, best friend and favorite teacher all in one. She patted my mane and said "There, that's the Trixie I remember."

After calming down, our discussion turned from Mare Do Well to the monster Venom. It was difficult to explain everything, but I gave Luna all I knew about him. I told her of where we first met, the couple fights and my theory of what he was. Luna listened intently and only asked questions when I was unclear. "So, yeah..." I said "I think he's not from here if what that one pegasus said is true. I can only assume he's from another planet." Luna mulled it over in her mind, culminating into one question. "Does this mean there's an invasion?" she asked in her typical voice. I couldn't answer that, but I spoke up. "It could be true." I said. She shook her head slightly and said "And this need for hosts, does he only need ponies or can he use other creatures?"

At that, I was silent. I had no idea if Venom could use other animals or beings as hosts. The thought of him overtaking a dragon crept into my mind and I shuddered. The conversation ended there, though, since a Royal Guard burst into the room. "My princess!" he shouted in a worried tone "The creature has shown himself again! Just like you said he would, he is rampaging across Manehatten!" Luna's mood became incredibly solemn as she rose to her hooves. "Has the city been evacuated?" she asked. The guard fumbled for a second and said "The guard stationed there has already ordered the evacuation of the city's north district, but the monster is attacking anypony who tries to run." Luna's eyes widened and she said "Has there been any deaths?" The guard lowered his head and said "We have seventeen confirmed civilian casualties as well as eight guards."

I suddenly felt extremely ice cold inside. Twenty five dead? I looked away from the two down to my Mare Do Well hat. I knew why he was doing this. He wanted me to come to him. It was his way of calling for me. My stomach had degraded into its usual sense of decaying guilt as Luna spoke. "Very well, I will go to help the guard there. Trixie, remain here. I will not risk you getting hurt again." She turned to look at me, but my head stayed down. She galloped out of the room, leaving me and the guard all alone. He turned from the door to face me, but a swift upperhoof to his chin made him pass out. I set him on the bed carefully and walked over to the dark corner of the room. My body ached unbelievably, but I felt my heart beat faster as I layed eyes on my costume.

It took me longer to get to Manehatten from Canterlot than I thought, but me teleporting several miles each jump made it only take forty minutes compared to the several hour train ride. However, upon arrival at Manehatten I promptly fell over out of exhaustion. Using teleport spells required little effort, but the repeated use tired one out quickly. After taking a couple of minutes to regain my stamina, I got up to the rooftops and headed to the northern part of town. It didn't take me long to find a mass of black thick tendrils reaching out and swiping at several armed guards and a midnight blue alicorn. I saw it smack one across the face, knocking him unconscious before it wrapped around his legs and dragged him into the black mass. The mass shuddered and two pale and limp ponies at the guards. One was dressed in armor and the other was a pinkish pony. My stomach churned as they hit the other Royal Guards and hit wetly on the ground.

I locked my eyes on the alicorn, princess Luna as she shot bolts of dark blue energy at the familiar face of Venom. He was at least three times his normal size, trying to grab Luna with his tongue or bite her. I saw him take a small bit of her mane and I leapt into action. The guards hardly reacted as I charged in, grabbing a dumpster with my magic and smashing it into his main mass as I dodged the tendrils. He roared and his face turned from Luna to me. I couldn't normally tell, but his enthusiastic roar let me know he was happy to see me. Four large tendrils slammed around me and clipped me in the rear left leg. I winced in pain, but I kept on moving.

I landed between Venom and Luna and braced myself. Luna shouted "Trixie?!" and Venom laughed. I growled and said "This is between us. Leave them alone." Venom grinned at me and replied "Oh, I know this, but since I failed to eat you, I'm going to ensure I win this time." He roared at me, spraying saliva at me, but I didn't even flinch. I heard a scream from behind me and I spun to see Luna being wrapped up in black tendrils. I screamed as well and charged at her, but was nearly bitten by Venom. A tendril shot over as I dodged and smacked me away and into a brick wall. I blacked out again and got back to my hooves shakily as a pulse of black energy exploded outwards, knocking back the guards but I kept where I was.

I opened my eyes and saw a tall black pony with huge wings made out of a squirming black material. A large horn shot up from the head and it opened its eyes too. They were white and asymmetric with no pupils. A large mouth opened and rows of needle like teeth were revealed, followed by a long tongue. I gazed in horror as it reared back and flapped its wings, giving a blood curdling scream. Venom had bonded to Luna. 'No, not Luna.' I thought. He was too big for Lun's size.

I suddenly knew. He had bonded not just to Luna, but Nightmare Moon as well.

Revenge and Vengeance

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I felt numb as I charged Venom. It all felt so very far away as I screamed at him to release Luna. The edges of my vision had turned blood red and I couldn't control my body. Time slowed to a crawl as I observed myself in a rampage. It was my actions that had set this in motion. I had come when Luna had instructed me not to. I goaded Venom into action and he had eaten Luna as a result. He had forced her to change into Nightmare Moon and was going to kill me by her. I felt a strange pain in my mind as the horrible crushing thought hit me. I had caused all of this.

I watched as I leaped into the air, preparing to strike Venom's face when a blast of hardened air threw me back. I landed hard on my right flank and felt myself scrape along the stone. It hurt, a lot. A trail of crimson followed me to my stopping point and I stood up. My leg was on fire, but I had to stand up to him. A long black tendril slammed into my throat, gagging me and began pulling me towards Venom. I flew towards him and braced myself for the impact, but instead I rose into the air and slammed down into the stone road. I landed on my right flank and felt my bones shatter. I screamed in more pain than I ever had, but Venom wouldn't stop there. He picked me up with magic and forced me to look at him.

"Let... her.... go." I growled at him. His grin was too big for his face as he used magic to extend my broken leg. It cracked and snapped several more times and I screamed again. "You are no host for me." he rumbled "You are weak, pathetic. Nothing more than a broken toy." To accentuate his words, he shoved my leg back into its crippled position. It snapped twice more and I whimpered. He laughed and said "Now you see! I have become more!" He threw me back and shouted "SO MUCH MORE!"

I landed hard into the guards as they shouted orders to each other. They grabbed spears and other weapons and tried to surround Venom, but several of them were being flung around by him as he laughed. I felt two pairs of teeth on my cape as I was pulled back. I spun my head to see two earth pony guards dragging me to a unicorn. The unicorn galloped over to me and I saw his horn glow orange. My right rear leg immediately began to itch as he worked his magic. I guessed he was a medic and pretty soon my leg was able to be moved again. "I fixed the bones in your leg, but they still need time to heal fully." he said to me and then turned to the guards dragging me. "Get her a safe distance away and keep her under control." They never got to fulfill those orders because I leapt to my hooves and kicked both of them.

I tore off towards Venom, ignoring the shouts of the guard behind me. All I focused on was him as I charged. With his attention distracted by the guards, I got to him much easier now. I delivered two kicks to his face and broke several of his teeth. While I was still in the air, his wing came down and slammed me into the ground. I landed on my back but rolled away as a powerful hoof came crashing down. I rolled underneath him and used my magic to grab a broken piece of a building and pulled it to me as fast as I could. I felt a tending grip my left rear hoof and I was thrown from underneath him into the air. I quickly released the debris and useful my magic to make myself float in the air, preventing him from dragging me back to the ground again. He roared in anger and tightened his grip on my hoof, but I had released my spell and hurled to him. I used my magic to force myself faster and collided with him before he could react.

My forehooves collided with his neck and forced him to lose his balance. He fell to the ground and I leaped off of him and did a midair backflip, landing easily on my hoofs. "Trixie..." came a weak voice. I froze as I saw Luna's face emerge from Venom's face and she had tears in her eyes. "Trixie... please." she moaned. I stared at her face and didn't notice the black tendril slam into my ribs. I felt two of them crack and I flew into a lightpost. It bent and I landed in a crumpled heap as Venom laughed loudly. "See? You are weak!" he shouted as he grabbed me again and began to fling me around into the building facades. Unfortunately, they were all made of brick and I felt pain erupt all over my body. I blacked out through the whole ordeal and eventually I was pulled in towards him. I felt a hoof connect to my face and I felt numb again.

I landed flatly on the ground and knew I couldn't get back up. My body refused to move and a pool of crimson liquid began to flow away from my head. I could see my reflection in it and saw my hat had several large tears in it, my mask had been shredded around my mouth and there was a conspicuous patch of red along the side of it.

I felt three hoof shots slam into my side, forcing each breath out of me. I breathed weakly and rolled over to see the familiar sight of teeth and a tongue in my face. Saliva dripped down and onto my face and I smelled the horrid stench of death and decay. He laughed softly and said "Now I will destroy you."

His face moved back and a tendril waved in front of my face. A weaker pony would have given up, but I did something so foreign to ponies, I almost didn't believe I had done it. I lunged forward and bit the tendril. If he was so fond of biting, I would fight like him. To my utter surprise, he screamed in pain and I saw his form begin to break from Luna. It reattached quickly and he tried to pull the tendril away, but I kept my jaw locked and flew up with it.

Suddenly, an idea dawned on me. I bit harder while focusing my magic and Venom screamed again. A high pitched noise of metal against stone pierced the air and Venom screamed louder. I was making any metal scrape against the street and I chewed on the tendril. Slowly, I saw him detach from an unconscious Luna and felt happy.

The only bad thing was he was now in his spider web form with his eyes fixed on me.

Fear, Chaos and Pain

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Ice cold tar. I hate that feeling. Sticky black liquid ooze freezing your body and refusing to come off. I felt that not too long ago as he wrapped me into himself. I hated him, but I had welcome my fate. I knew, deep down and far away, that he would kill me. Ever since that night a week ago, I knew. I think he knew it too, otherwise why would he keep doing this? He had tried to kill me three times and failed each one. Why? Because it wasn't like this. When he absorbed me and sucked me dry. That was my fate, to be his meal. I don't know why we - I mean I fought it.

I felt his tendrils pull me in as I fell to the ground. My whole body flopped behind me, numb and weak. I was probably paralyzed, but it didn't dawn on me. I felt his cold embrace again. The evil tar wrapping me in a cocoon of darkness. I didn't fight back again, I just let him pull me in. It didn't take long for him to reveal his anger at me either. I felt his grip on me tighten in ways that made my already useless limbs burn in agony. I concentrated on that feeling, determined not to give in to him. Fear of death, my mind in chaos and the unsurpassable amount of pain I was in made it all too easy for him. I felt him move my legs, raise my head and try to control my thoughts. I then felt a new sensation of pain, not from my limbs, but from my head. To be precise, just below my skull.

I had a sudden clarity in my mind. All of my panicked thoughts retreated as I felt an entity brush against my mind. I tried to be scared, but a firm and growling voice said "Be afraid when you're about to die, dumbass." I felt a weird sense of bewilderment and I suddenly found myself standing on a large platform. All around me black clouds rose into the space surrounding this platform, giving it a creepy feel. I looked down at myself and realized I was just Trixie without my costume. "Where did it go?" came an extremely loud version of my voice. I looked around in a hurry, but there was nopony around. "Your costume? What the hell gives you the right to own me?" came the nasty voice again. I spun in place and blinked twice. Across from me, my Mare Do Well costume stood upright and away from me.

"Who?" was all I managed to say before she answered. "Who do you think, dumbass?! It's you!" She spun to face me and she glared. "Do you like this place? This is where you suppressed me for two years!" she shouted. I recoiled at her voice and she kept on. "All those memories, all the emotion, all of your problems! You dumped me here with them you bitch! You banished me into the darkest recess of your mind and left me to rot! You are no better than he is!" At her words, the familiar face of Strattos emerged from the black clouds and shouted insults. Mare Do Well raised her hoof and he stopped talking, face frozen in anger. I fell to the ground and curled up, tears streaming from my eyes. I didn't understand why, but Mare Do Well stood over me and growled. "That is what you really are, Trixie. A cowering foal who runs from every problem she's ever had. You think you fight your battles? Don't make me laugh."

I looked up at her in fear and she glared back at me. "But, why?" I asked weakly. "Why are you here? Because I've had enough!" she shouted. I flinched and she kept yelling. "I fight all of your problems, I keep the memories and emotions at bay, and you quit on me when I need you most! I fought Venom for you, but when I need you, you feed me to him! You feed me to that horrid darkness because you can't deal with problems. Well guess what? You can deal with all the one I have held back!" She stepped back and Strattos's face moved again. As he spoke, several more heads popped up. Twilight Sparkle, the indigo pegasus, Gang Green all appeared and shouted at me. Their voices mixed into one disjointed chorus and I tried to cover my ears. No matter what I did, though, the voices wouldn't stop.

I screamed loudly and the voices stopped abruptly. I didn't know why, but I was sad, depressed and angry at the same time. Mare Do Well slowly backed away and turned to face the other way. I stayed on the ground, shaking and fearful. "Just because you can banish them doesn't mean a thing." she growled "You've been banishing them for years." She lowered her head and the brim of her hat touched the platform. "I thought we were allies, you and I. I helped you for years, but you never helped me. You locked me here to deal with these memories." She turned her head to look at me. "What kind of friend does that?!" It took me a bit, but I finally responded. "A terrible one." I whispered.

I was unsure why, but I finally had the courage to stand up again. "Am I dead?" I asked and Mare Do Well snorted. "No, you are not. This is what your mind looks like to Venom." she replied. My eyes widened and she continued. "Don't ask me how I know, but he's trying to control your thoughts by making you feel at terror. I've been fighting his presence from this place, but I can't win alone. I had to pull you from the chaos of your own side to save us." I stared at her, dumbfounded. "My own side?" I mouthed. "Yes, your own side. When the event happened with Strattos, our mind broke. You wanted to get rid of the pain and memories and I wanted to fight. I took the memories from you and fought them back. You never noticed it, but you dumped more and more stuff here. Anger, sadness, your two failed suicide attempts."

"But I only tried once!" I said in a panic. Mare Do Well laughed and said "When Strattos left, you tried to do it." Suddenly, a vague memory appeared from the black clouds and I saw myself levitating a bottle of sleeping tablets and a bottle of wine. The memory faded and I remembered. That was the closest brush with death I ever had. "I have used my strength to keep these things at bay, but I cannot stop Venom as well. I need your help, Trixie. I need you to release me from here." she said. I looked at her oddly and she said "You are no match for Venom. Your mind cannot take the stress he puts on you and if you stay in power, we both will die. Let me take control of our body, and we can win."

I stared at her for a good minute before I started to open my mouth. As I did, though, I heard another voice shout "No, Trixie! Don't give in!" Mare Do Well hissed and a bright yellow light formed in front of me. It blinded me for a second, but when my eyesight returned, I saw Princess Luna and another Mare Do Well standing between me and the first as she continued to hiss. The two were outlined in yellow and Mare Do Well charged her doppleganger and they both wrestled. Luna turned to me and said "This is not your mind, but a place Venom constructed to control you! He's using your memories to torment you!"

Bewildered, I frantically looked around to the figures, unsure of what to do. Luna looked at me with worry in her eyes and said "Trixie, please believe me." I stared back and suddenly knew. I had heard of her entering dreams, but I was told she never showed herself to those dreaming. "Luna?" I whispered. She nodded and tears formed in her eyes. "Yes, my dear student. It's me, but you have to wake up. Venom put you in a trance to subdue you as he did to me, but you can fight him. Please wake up. You're the only one who can stop him now." She held out her hoof and I stared at it, unsure of what to do. I looked back and watched the Mare Do Wells fight and looked back to Luna. This could all be part of the dream, but I saw the familiar twinkle of Luna's eyes. That was something no dream could ever replicate. I took her hoof and the entire place melted into a yellow light.

I screamed so bad, I felt my throat tear. I felt like I was suffocating. Light struck one of my eyes and I felt the suffocating darkness peel back. I was staring at a puddle and saw a horrible reflection. It was half my face and half of Venom's.

Two Masks, One Grave

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I tried to scream again, but I wound up spitting up blood. The reflection was absolute horror. My face was divided down the middle. On one side was my usual reflection. My Mare Do Well mask covered the upper parts of my face, hiding my eye and mane, but the bottom half had three gaping holes in it, revealing my nose and chin. It wasn't the worst part, though. The other half of my face was pitch black tar shining in the predawn light. My eye was now a huge asymmetrical blob of white. Needle like teeth floated aimlessly around where my mouth should have been, looking like tentacles with s at their tips. I didn't look like me anymore, not Trixie or Mare Do Well or even Venom. I looked like my mirror, shattered remains of something.

I yanked my head up and away from the reflection. I couldn't take it anymore. I swung my head wildly and let out some hoarse screams. Around me black tendrils flailed in any and every direction. I stared at the still black sky and felt my heart beat faster. Random thoughts of panic spilled back into my mind and I felt the black begin to crawl back over my face. As it did, one thought burned above all of them. I wanted nothing more than to kill Venom. After all the torment he put me through, the piles of bodies he discarded, the pain he put Princess Luna through, everything. He had to die. With that thought burning in my mind, I felt his presence stop. The crawling on my face stopped as well and it clicked for me. I could overpower his will.

"Trixie! Oh sweet Celestia, Trixie!" came a loud and worried voice. I knew it was Luna and as I thought of her, Venom renewed his assault on my mind. I focused again of that one thought and yelled "Princess!" She ran into my vision and I continued "Stop... You have to... Stop us." I groaned and she froze. "What does that mean?" she yelled back and I fought off another attempt of Venom's. "You have... To... Stop me. I... Need to... Kill this thing!" I replied and her eyes widened. "Trixie, what are you saying?! If you try to kill him, you'll..." she stopped her sentence and a loud crack shot through the air. I cried out in pain but kept my focus. Venom was now breaking bones to get me to lose my focus.

"I know... What will happen." I gritted out "I have to... Do this. I'm the only... One... Who can." Luna's eyes were wide and she stayed still. I could tell what she was thinking and I did my best to look at her. "Please..." I called out "Please... Lu-lu. Please don't... Let me lose." Lu-lu was a special name I had for her, one that was made when I made her the most important pony in my life. She lifted a hoof to her mouth and began to have tears run down her cheeks. I only said the name when I was sure. Understanding crashed on top of her head and she knew. I couldn't hold him back forever and I was already weak. "No, not like this." she whispered to herself. Another crack echoed through the city and I screamed again, making Luna recoil. It had to be done.

Slowly, her horn glowed dark blue and the wind picked up. Cold air pierced the city and me. Venom sensed it too and a loud hiss came from his half. Above us, a vortex began to spin and I knew she had done it. It was a transportation vortex. It spun faster and the wind picked up, sucking itself up into the vortex. I felt an unfamiliar feeling of pure anger and terror at the cold mix into my emotions. I had never feared the cold. It clicked to me then. Venom hated ice and snow. I frantically fought against his influence to run, to attack Luna, to do anything but go in that vortex. Upon realizing he wasn't winning the battle of wills, Venom did the next best thing. Tendrils shot from my hooves and burrowed into the ground, trying to anchor me here. I spat curses in my ruined voice and tried to focus on them, but his presence in my mind seized the opportunity to wrestle control of my body away from me. I redoubled my efforts to focus on my hatred of him and threw off his attack, but at the cost of the tendrils. Despite my best efforts, Venom was too strong an entity to mentally fight with.

That was when it hit me. The lamppost I had been thrown into earlier snapped at the bend and flew towards me and Venom. He shrieked in response and assaulted my mind, but he was too late. The post struck me in the legs and I felt the tendrils snap, along with my ulna. Suddenly weightless, I flew backwards quickly towards the vortex, my cape sucking me in. I closed my eye and just let it happen, feeling serene and free. I had sealed my fate, but it would also seal Venom's as well. We would both die in the cold, together forever. I heard a faint shout of my name and an icy wind pierced my heart. It was Luna, suddenly regretting what she had done. The vortex, though, would not relent its grip on me. It was hungry, just like Venom. I felt myself compress to fit the diameter of the wormhole, and I was gone. Gone from Manehatten, gone from Luna, gone from Trixie and Mare Do Well.

I felt my normal shape reform and I fell face first into a soft pile of something cold. Ice cold. Venom reacted in his own way, screaming and thrashing about. I could hear the vortex collapsing and I felt him reach out. When he couldn't reach it, he... spit into it. I felt a rather large lump of something leave Venom and pass through the vortex as it collapsed, leaving just me and him alone. Frustration, anger, rage and hate all assaulted my mind. It felt like a wildfire burning against my mind and it started to hurt. Why would he just not die? I steeled my will to kill him and opened my eye. All I saw was white, lots and lots of white. So much of it, I was sure I was already dead. That is, I thought I was until he pushed my left side up. My numb face registered the cold, but there was an odd burning sensation on my cheek. The kind you get when you ice a wound. I forced my head to look down and saw snow. However, there was something else. A patch of dark blue against a shifting pile of snow. It was ice. I was in the middle of a giant frozen lake.

That was when it became too painful. Venom refused to accept the idea he couldn't control me and attacked my mind with a vigor I was not ready for. My will shattered and I felt his presence slither into my mind like a nest of snakes. I was unable to stop his advance and I felt the black on my face move again. I was losing. "No!" I shouted to the ice "No! Not when I am so close!" my hoarse voice rang out. Venom didn't care. I felt the heat and energy drain from my body and my hooves, then legs and flank go numb. He was consuming me faster to build a storage of energy. He was going to run. I refused to let that happen. That was when an uninvited guest entered into my thoughts. The memory of Strattos leaving burned into my mind and I felt pure anger well up in me. So much anger, Venom's presence disappeared.

Consumed by my rage at him, I reared back and pounded the ice. I remembered everything he said to me, all the fake compliments, all the lies and his harsh words. I wanted to crush them here and now. I was tired of dodging them. If I was to die, I was going to face those memories and destroy them. My repeated assault on the ice formed several large cracks and I reared up one last time. I felt my magic take hold and I fell forward. My leg bones shattered at the impact, but the ice buckled under my strike. I fell forward into the deadly water and heard Venom scream in terror.

The cold was everywhere. It pierced through Venom, through my hide and my muscles. My blood chilled, my organs froze and I felt the icy hand of death grip me. I couldn't swim with broken legs, I had no breath and my mind began to fade. I could sense Venom thrashing in the water, but it all seemed so far away. I was watching myself die like I was watching a show. It was all so far away. Eventually, I felt him slow and stop moving. My lungs burned for air and the cold was all I could sense. My heart slowed and my mind faded. There was nothing left of Trixie.