The Infestation of Equiss Prime

by Jest


Ponyville

Twilight tapped her armrest as she stared out the window of the train, the rolling plains passing her by without ever truly registering in the unicorn’s mind. Her thoughts were in a different place and time, when Celestia had opened up to her and told Twilight about all that she had planned. The burden of potentially saving the world a half dozen times wasn't quite as bad after all those months of careful consideration and planning. Though that wasn't to say that weight was gone entirely, as the fate of the world wasn't exactly a simple thing to dismiss.

Still, with Silver Bulwark sleeping soundly next to her and Spike reading the paper across from her, Twilight had all the allies she needed. At least until she met her fated friends and connected to each of them, that was. That particular thought made Twilight’s stomach turn a little, the pony more than a little uncomfortable with the idea that her life had been altered so that she was destined to end up where she currently was.

She brushed such considerations from her mind though, she had bigger things to consider, and more pressing concerns than some possibly fictional force of nature. Such as the locations and personalities of the other Element Bearers as well as the plan she had come up with. Her cover was easy to remember, since it wasn't strictly speaking a cover as she was indeed the coordinator for the coming Summer Sun Celebration.

The first location and asset would probably be the most difficult considering who she was, who her family was, and the situation she was likely in. Twilight’s frown deepened, and she silently hoped that her connection to other zerg-infected ponies would give her the edge she needed as this was going to be tough without it. If that connection wasn't enough or if this family of farmers had figured out a way to block that connection, well, then things might get a little messy.

Twilight tried not to think about such a possibility though and instead ran through the steps of her plan once more. Only to suddenly sit up when she remembered that she had yet to practice the harmonic resonance detection spell Celestia taught her. Closing her eyes and lighting her horn, Twilight quickly went through the motions, casting the spell in mere seconds.

The strangely familiar tugging sensation popped into her mind, pulling her towards Ponyville and herself. With her worry now sated, Twilight settled back into her spot and breathed a long sigh of relief.

Spike peeked over his reading material and eyed Twilight curiously. “You are not still worrying about the other passengers, are you?”

Twilight’s elation vanished and she half turned towards the aforementioned other travelers sitting at the back of their car. “I wasn't, until now,” she muttered.

Twilight glared at the three unicorn ponies out of the corner of her eye, her psionic abilities confirming what a casual glance already had. Their cold, dead eyes hid a mind blanked by whatever changes they had been subjected to at the hooves of the great houses. They sat rigid and unmoving in their seats, large bags on their laps as they looked at one another as if having a hidden conversation or perhaps just staring off into space.

“I wouldn't worry about them,” Spike remarked before turning back to his paper. “Whatever training they've undergone no doubt pales in comparison with what we've been through.”

Twilight felt a small hint of satisfaction when she thought back to all that Celestia had done to ensure they were ready. From the grueling physical training, exhaustive lessons, and wisdom imbuing tales of events long since passed, the unicorn felt ready for just about anything. Even that feeling of readiness was stifled by her logical side however, which warned that such arrogance could easily get them all killed.

“I wouldn't write them off completely. They’ve evidently come prepared,” Twilight commented, the pony turning her gaze from the three unicorns and back out the window.

Spike shrugged his more muscled shoulders. “So what? They may have some of that old armor or one of those weird magic blades but we got all that and more. Plus we don't have to take an hour to put it all on.”

Twilight nodded slowly, the pony rubbing a hoof over the sleek black outfit she had worn for almost a year at this point. “Overconfidence is still to be avoided. Remember what Celestia told us. Always assume your enemy can, and will, kill you.”

Spike sighed. “I know, but still. We can be at least a little proud of our accomplishments, right? I mean I can actually wield a weapon now, you learned a bunch more spells and we got Silver Bulwark with us.”

The hooded and armored guard snorted in her sleep and rolled over, facing away from the duo.

Twilight chuckled. “I suppose we do have an edge or two, but we should still assume they have one as well. They aren't trying to hide, which means they aren't here for us, or they are, and they don't care that we know of their presence.”

“Which means they are confident as well,” Spike finished.

Twilight nodded. “Exactly.”

The dragon folded up his newspaper and set it aside. “So, where were we going first again?”

“Sweet Apple Acres. We need to find Applejack, make sure the food is acceptable, and guage who her and her family may or may not be allied with,” Twilight stated.

“I don't suppose you could put me on taste-testing duty, could ya?” Spike asked while leaning forward, an expectant grin on his face.

Twilight rolled her eyes. “If I say yes, would you pay attention next time I go over the plan?”

Spike shrugged. “Maybe. Depends on how good the food is.”

“Fine, but try to relax while you can. We’re still a half hour away and something tells me we aren't going to get much rest during this little mission of ours,” Twilight pointed out.

Spike yawned and leaned back in his seat. “Good thinking. Hey, I don't suppose you could give us all whatever gene that enables Silver Bulwark to fall asleep at the drop of a hat.”

Twilight chuckled. “I don't think that's a gene.”

“It’s practice!” Silver Bulwark exclaimed suddenly.

“How do you do that? I didn't even notice you were awake,” Spike muttered in shock, the dragon shaking his head and removing the hand which had been over his heart.

The guard smirked from beneath her hood. “Practice, young one. That's all it is.”


“So, what did you two think of the town so far?” Twilight asked as she plod slowly down the dirt road.

“It was interesting…” Spike began, the dragon’s gaze lingering on the many apple trees which loomed over them. “There doesn't seem to be much of the great houses’ influence around here. Plus they seem pretty independent for being so close to the Everfree and Canterlot.”

“I admire their spirit,” Silver Bulwark exclaimed, the heavily armored guard tugging her hood into place, and keeping her face firmly in shadow. “They are resilient, adaptable, and friendly even in this day and age.”

“It does seem rather homey, doesn't it?” Twilight remarked idly, the infested unicorn looking up at the clear blue sky. “I can certainly understand as to why Harmony wanted us to stay here. The honesty of these town folk is invigorating, especially when compared to Canterlot.”

Spike spat an angry loogie into the ditch. “It doesn't even compare.”

Twilight’s brow furrowed, and she felt something tickle at the back of her mind. “Do you guys feel that?”

Silver Bulwark nodded, a hoof went to the blade at her side at the same that Spike’s claw gripped the mace around his waist. “Yeah, like we’re being watched or something,” Spike muttered.

The three infested looked around, only to find themselves alone on the dirt road, not a creature in sight and not a sound to be heard other than the gentle wind which washed over them. Focusing on her psionic abilities, Twilight reached out with her mind and immediately felt another zerg presence, one that she had already picked up a few times as they were walking through town.

“That follower is back, but she's staying hidden as usual,” Twilight began. “There is someone else here as well. They are powerful, but… different and muted somehow.”

“Is it the great houses? Did one of those high templar dudes finally decide to show themselves?” Spike asked, the grip on his weapon tightening.

“No, this is different. That other presence was shielding itself, this one is muddled somewhat,” Twilight muttered, only to turn suddenly and glare at a seemingly random spot in the trees. “We have a guest.”

“Where? I don't see anyone,” Spike asked, looking around desperately for whatever Twilight had seen.

“You can come out now,” declared Silver Bulwark, who had removed her hoof from her blade.

The air shimmered, and a pink gadget-clad pony appeared on the side of the road, a baffled expression on her face. “How did you see me? I thought I finally got my cloaking field perfected,” she exclaimed in shock.

Twilight lifted an eyebrow and quickly inspected the strange mare, noting that although she seemed normal at first glance, having neither the taint of infestation, nor the blankness of the houses’ influence, she was still very strange. Her outfit was the obvious first thing to grab Twilight’s attention as the pink pony wore a bulky suit absolutely covered in lights and various electronic bits. On her back was a large, obviously homemade battery pack of some kind which fed into her suit through numerous and sometimes exposed wires.

Her hair was straight, and pulled back into a tight, short ponytail, her tail a similar style and length as well. Twilight held up a hoof, stopping Spike before he could move, the infested pony already able to tell that the dragon was going to react poorly to the pony’s sudden appearance.

“Hello, Pinkie Pie,” Twilight greeted with a smile. “It's wonderful to finally meet my stalker.”

“Stalker? I’ve been standing here the whole time,” Pinkie Pie replied.

Silver Bulwark tapped the other unicorn’s shoulder and jerked her head back and to her right. It’s coming from inside the orchard, and it feels zerg.

Twilight nodded, extending a hoof. “Ah, so that wasn't you. Still, it's a pleasure to speak to you.”

Pinkie Pie hesitantly shook the other pony’s hoof. “Err same, random pony whose name is...”

Twilight was about to answer when she felt a psionic intrusion coming from Pinkie Pie, who had narrowed her eyes intently at the infested pony. Rather than be shocked by this, Twilight created a small mental space and put some basic information about herself inside of it. Sure enough Pinkie Pie found it and smirked to herself, satisfied by her acquisition, before pulling out.

“...Twilight Sparkle! And you are here to help set up the Summer Sun Celebration!” Pinkie Pie declared with a grin.

The infested unicorn nodded, mentally commanding her companions to stand down and not respond to the mental poking. “That's a neat trick,” Twilight exclaimed.

“Thanks! There is only so much you can do on a rock farm,” Pinkie Pie explained before her eyes went wide. “Oh my gosh! I just realized something super duper important! I guess you’ll have to tell me how you found me later!”

The pink pony’s form shimmered briefly before she ran off, her hoofsteps audible as she sprinted back in the direction of town. Twilight watched the invisible mare go before smiling and turning back down the road and continuing on as if nothing happened.

“So uh, you gonna tell us what the heck all that was?” Spike asked, the dragon relaxing only slightly as he walked to Twilight’s right.

“She's one of the Element Bearers, remember?” Twilight replied.

“It was all in the briefing,” Silver Bulwark added.

“I really shoulda paid more attention to that,” Spike muttered.

“She’ll likely try to throw us a party of some kind in the next week or so,” Twilight explained. “Did you get a fix on our zerg follower?”

Silver Bulwark shook her head. “It ran off again, though I get the feeling it's not hostile. Just curious.”

“Either way we should try to figure out what exactly it is,” Twilight began, a plan already forming in her mind. “A zerg bioform this far from the badlands is strange enough already, especially if it’s managed to survive alone for so long.”

“So, do we just keep going then?” Spike asked.

Twilight nodded. “We do. The food still requires checking and our first objective still needs to be reached. Strange presences or not.”

“We’re right behind you, boss,” Silver Bulwark declared.

“Right, let’s go taste some apples and find us a friend.”


“Nice place they got here,” Spike murmured, the dragon looking around at the extensive orchard, numerous pens of animals, and a large barn.

“They got quite the operation, that's for sure,” Silver Bulwark muttered.

“She's around here somewhere, but there is more interference,” Twilight exclaimed, her horn dulling as the harmonic spell was cast once more.

“Well if you need us to run distraction, just give us the signal,” Spike whispered.

Twilight nodded, and turned towards the farm house, the infested pony stomping up to the door, making her presence known. The thud of her booted hoof against the aged portal ensured that no one on the entire property was unaware of her presence. Sure enough, the pony could hear the skid of a chair being pushed out, followed by the thump of hooves coming her way from within the house.

“I heard ya the first time!” shouted an elderly female voice, one Twilight assumed belonged to Granny Smith.

With the interior door being opened, Twilight’s assumption was proven right, and she looked down on an aged green-furred and white-maned mare. Who also happened to have a terrified expression on her face as she looked up at the towering unicorn.

“Are you Granny Smith?” Twilight asked, doing her best to keep her voice even and professional.

“Aye, that I am,” Granny Smith muttered in a mixture of shock and apprehension. “You wouldn't happen to be from the bank, would ya?”

“I am not,” Twilight declared. “I am actually Celestia’s student, Twilight Sparkle. I’m here to oversee the Summer Sun Celebration and more specifically the food for said celebration.”

Instantly all the fear and confusion fled from the other pony’s face, and she grinned before throwing open the screen door. “Well, why didn't ya start with that? Come on in. The whole family is down for a big reunion, but don't worry, that won't put a hamper on the preparation.”

Twilight turned and nodded subtly to her guard, who stepped forward, swiftly stepping into the other mare’s place. “I’ll be looking over the spread if you don't mind,” Silver Bulwark declared. “Twilight has to ensure that the facilities are up to Her Majesty’s standards.”

The elderly pony seemed confused but nodded anyway. “We ain't cutting any corners if that's what yer accusin’ us of.”

Spike scoffed. “Nah, it's just a formality. As unlikely as a violation is, we have to check the premises regardless.”

“What, you think one of mah family is tryin’ to poison the princess or somethin’?” Granny Smith shot back, poking a hoof into the dragon’s chest.

Silver Bulwark shook her head. “Not at all, ma’am. Rather someone else might want us to think that.”

The older pony blinked in shock before nodding solemnly, her paranoia subtly shifted away from them. “Good thinkin, youngun. I’ll send my grandson Big Macintosh to show ya around.”

“Actually, I do not require assistance,” Twilight declared, pushing a little bit of psionic power into her words.

Granny Smith’s eyes glazed over for a second before she nodded vigorously. “Alright, but only ‘cus yer sent by the princess.”

“My thanks, ma’am,” Twilight replied before nodding and slipping away.

Leaving just as a few members of the Apple family came up behind Granny Smith and began asking questions about the strange black-coated unicorn who had just left. Chuckling, Twilight only paid attention to said conversation for a few seconds before quickly putting it out of her mind. Though she did find it rather amusing that there was one pony who was utterly convinced that she couldn't be a mare, due to her height and overall size.

Shaking her head as she walked, Twilight cast the harmonic resonance spell again, only to come back with another confusing reaction. It felt close, and it was vaguely southern, but the actual location of this other Element was indistinct, like it was being jammed by something. A scan through Spike and Silver Bulwark’s minds revealed that the Apple family had next to no unicorns and none of whom seemed powerful enough to craft a ward powerful enough to stop her.

Though it was still possible that someone had cast an obscuring ward on their location, it was unlikely considering just how distrustful of magic the family seemed to be. Plus Twilight couldn't detect any magic on the level necessary to stop her, worse yet the entire area seemed to be a dead zone of sorts. Walking along, Twilight did her best to pretend like she was inspecting the area while continually trying the spell and reaching out with her mind.

The familiar zerg presence was still gone, but it had been replaced by another, this one as muddled as her spell had been. Twilight had never felt such a response before, and as she poked around the area, she continued to search both psionically and magically. Minutes passed, and Twilight had managed to do a sweep of nearly the entire farm before she acquired an inkling as to where this interference was coming from.

Trotting over to the barn, Twilight found that the tug was stronger, and the zerg presence closer. Casting a quick glance over her shoulder, Twilight found that there was no one around and so she hastily pulled open the double doors and slipped inside. She was greeted with stacks of hay, a few confused animals, and all the usual items one might expect to see on a farm.

“This is strange,” Twilight muttered to herself.

A scan of the animals found that they were completely normal, and a visual inspection of the area revealed that everything seemed normal as well. Hopping down from the loft, Twilight landed with a thud and a crack, making her look down suddenly. The wooden floor had managed to take her weight well though, remaining undamaged, and Twilight was about to look away when a thought suddenly occurred to her.

Why did they even bother to put a wooden floor in a barn? Twilight thought. Unless they have something to hide.

Grinning to herself, Twilight hastily slipped back through the double doors and closed them firmly behind her. Turning to her right, Twilight followed around the edge of the barn, searching for some manner of entrance. Only to come all the way around the other side, having found nothing of note save for a patch of dandelions.

Pursing her lips, Twilight did another circle of the barn, paying closer attention to the ground while also using the harmonic spell constantly. She was about to give up when she noticed that a section of the grass seemed newer than the rest and, pushing her hoof into the dirt, Twilight found that it was looser than normal. Someone was definitely trying to hide the cellar entrance, that much was certain, but why they would bother doing that was still a mystery.

But she would find out soon enough.

Glancing over her shoulder again, Twilight found that she was still as alone as ever, and both Spike and Silver Bulwark had not noticed anyone leave the house. Confident that she was safe from any prying eyes, Twilight conjured an enormous hard magic shovel before sinking it into the ground. With her strength, skill, and practice with shields, the improvised spell easily managed to remove a good chunk of dirt in no time at all.

A thump told the pony that she was on the right track, and after dismissing her shield, Twilight used her magic to clean away the last bit of dirt, piling it carefully next to the hole. And was thusly greeted by the sight of a bright red entrance the same color as the barn. Other than the cellar entrance being about a foot beneath the ground, it looked normal, save for the lock which bound it shut.

Lighting her horn once more, Twilight pushed her aura into the lock before solidifying the magic and turning her improvised key. With a click, it opened, and Twilight hastily tossed it aside before throwing open the cellar doors. Stairs and darkness was what met her, as well as a blast of strange, psionic signals that emanated from within.

Though garbled like everything else, Twilight could feel panic, confusion, and fear amongst them. Focusing on that, Twilight found that the zerg presence she had noticed earlier was much, much stronger here, though she still couldn't quite get a lock on it or connect to it. The harmonic resonance spell was also clearer, but still imperfect as well, and with nothing else left to try, Twilight crept down into the unknown.

Upon reaching the bottom of the stairs, Twilight closed her eyes tightly before opening them and revealing a bright room illuminated only by a few thin strands of light which shone through the cracks in the ceiling. It was all she needed though, as Twilight’s eyes were more than a match for such mundane darkness. Looking around revealed that she was in what at one time had likely been a storage area for farm equipment, and a large door was situated directly across from her.

Though there was still equipment down here, it certainly wasn't mundane in the slightest. A rack of spears lined one wall, and a homemade suit of armor rested on the floor next to it, propped up by an obviously improvised stand. There were other strange items like a large bucket filled with what looked like water, as well as a brush long and large enough to scrub the back of an elephant.

All that strangeness paled in comparison to what she saw next though.

Random bits of wood with large black nails hammered through them were spread evenly across the ceiling, unnerving the unicorn. Upon closer inspection Twilight noticed that the bits of wood were moving, and twitching in place as if they were alive. Reaching up, Twilight prodded one of the sticks and noted that it seemed to react to her touch, spasming as if trying to get away.

“Strange. Is this…” Twilight’s question ended before she could finish it, the answer already coming to her. “Timberwolf.”

Someone had pulled apart a timberwolf and nailed every single piece of it to the ceiling, using its spiritual essence to create a barrier against magical and psionic intrusion. Though primitive, it was remarkably effective, and more than a little messed up in Twilight’s opinion. Timberwolves didn't exactly feel pain, given that they were a crude mix of necromancy and golemancy, but it was still alive, at least in a sense anyway.

“Mac, is that you?” whispered a heavily distorted, but still obviously female voice from behind the door.

Twilight’s eyes narrowed and after casting the harmonic resonance spell again, she found that one of the Element Bearers was definitely in the next room. Though it could be anyone, Twilight’s money was on Applejack, as Celestia’s monitoring had always come back incomplete when trying to observe her. Trotting forward, Twilight realized that whomever was behind this door was definitely infested, or was at least affected by the zerg in some manner.

“No. I’m not one of the ponies that did this to you,” Twilight declared.

Something large and heavy shuffled backwards, chains rattling. “S-stay away! You don't know what yer doin’, lady.” shouted the other pony.

“My name is Twilight Sparkle, and I know exactly what I’m doing,” declared the unicorn who stepped forward and wrenched the door right off its hinges with a single hoof.

Revealing a large room that filled the rest of the space under the barn. The ceiling of which was similarly covered in bits of timberwolf nailed to it while the ground was covered in fresh hay and a few tiny daggers of some kind. What little light managed to pierce the slats of the floor above them was enough to illuminate one of the strangest amalgamations of pony and zerg that Twilight had yet to see.

It was definitely Applejack, the pony still retaining her bright orange fur, and some of her straw colored mane, though both were significantly different compared to the last known image Celestia had acquired. For one, only a single green eye remained, the other having been replaced by a glowing emerald orb that instantly marked her as part zerg. Only the tattered remnants of her mane remained, most having been replaced by a large crest reminiscent of the ultralisk Twilight had fought all those months ago. Though that resemblance wasn't perfect, as Applejack’s crest was far longer, more angular, and had hidden nooks and crevices in it.

Applejack’s alterations also reminded her of Silver Bulwark’s transformation, though it was clear that this one was much less complete, and significantly less harmonious a change than her guard’s. Most of Applejack’s body was covered in thick chitinous material, the heavy plates a mixture of green, purple and yellow, and leaving only her joints exposed. She also had an extra set of jaws that didn't connect together, each one sporting a row of sharp fangs the likes of which Twilight had seen on some of the zerg she had fought before.

Only the pony’s left eye, nose and mouth seemed unchanged, or unaltered, as she no longer had normal forelegs but rather a pair of great sickle like arms with two smaller blades attached to the same limb. Her back legs were also completely gone, having been replaced by a long slithering tail that was also covered in thick, organic plates. She was also easily twice the size of a normal pony, towering over even Twilight, with the former farm pony’s head nearly brushing the eleven foot ceiling. Chains wrapped about each of the creature’s forelegs, neck and waist, binding her to the stone floor in multiple locations and forcing her to look down at the ground.

“What happened to you?”