The Infestation of Equiss Prime

by Jest


The Principal's Office

Twilight stopped just outside the door, her skull pounding the second she was in view of the central office. Gone was the strange barrier, replaced by an immense pressure that Twilight had to struggle tooth and nail to stop from crushing her. Though the alien presence was disturbing, it was even less unsettling than the faintly sweet smell she could taste in the air.

You smell kind of sweet, Twilight remembered, her mind going back to something Fluttershy had said. Does that mean that this creature is more powerful than even I am?

“Something the matter?” Applejack asked, shouldering Rarity’s shotgun.

“It's hard to explain,” Twilight replied.

“Try me,” declared Rainbow Dash.

Twilight sighed and watched as Sunset was carted away on Rarity’s shield. Only when the two other women were gone did Twilight speak once more.

“Zerg have a sort of primal need to submit to a more powerful organism,” Twilight began. “This comes off as a sort of sweet scent that is only detectable by weaker zerg.”

“Is that a sex thing?” Rainbow Dash asked.

Applejack coughed suddenly, lurching over. “Rainbow Dash!”

“What?” replied the girl, who threw up her hands.

“Zerg don't even have sex characterstics or reproduce in that manner,” Twilight deapanned, only to chuckle. She really is a lot like the other Rainbow Dash.

“So, what does it mean, then?” Applejack offered, extending a hand.

“I’ve never smelt it before as I’ve been stronger than every zerg organism I’ve ever faced…” Twilight hesitated, her gaze going up to the central office. “Until now.”

“You're not going to turn on us, are you?” Applejack questioned.

Twilight quickly shook her head. “The field weakens psionic abilities enough that such brute force domination should be impossible. They will still possess immense psychic powers, however.”

“Like, how immense?” Rainbow Dash questioned, a hint of fear seeping into her voice.

“It isn't going to be too much, is it?” Fluttershy questioned. “Maybe I should go with the others.”

“They’ll need you,” Twilight stated, turning to the girl. “I’ll have to focus on countering that thing’s abilities, meaning that you three will have to do most of the fighting.”

“Are you sure this ain't just an excuse to be lazy?” Applejack questioned, a teasing edge audible in her voice.

Twilight chuckled. “I wish it were that simple. I’ve never had to fight someone with this much psychic power before.”

“Can you do it?” Rainbow Dash hesitantly inquired.

Twilight frowned as she looked up at the office. “There’s only one way to find out.”

“Don't push yourself,” Fluttershy cautioned. “If we need to fall back, we can. We’ve already cleared two out of three objectives.”

“Yeah but we didn't get the most important one,” Applejack pointed out. “If we don't find the information on the black queen’s tower, then this will have all been a waste.”

“Don't worry,” Twilight interjected. “I’m certain we can do this.”

“Great, now can we get moving already? We don't have much time left to get this done, and I don't wanna get left behind,” Rainbow Dash stated.

“Right, let’s go,” Twilight declared.

“We’re safe and ready for evac,” announced a familiar feminine voice over the radio. “Good luck, girls.”

“Heh, we don't need luck,” replied Rainbow Dash.

Twilight kept her mouth shut, abundantly aware of how low the other’s morale was at that moment. Sure, Rainbow Dash acted confident, but Twilight could tell she was beginning to tire, as was Applejack who was also quite shaken. Fluttershy was a different story altogether, the girl seemed ready to explode into tears or run away at a moment’s notice.

Yet she continued to follow close behind Applejack, gripping a flash bang in one hand and her pistol in the other. Despite her fear, she continued, but Twilight knew it wouldn't take much to send the poor girl fleeing in terror. Twilight wanted to reach out and subtly influence them to be braver, but she simply couldn't, her abilities were nearly spent.

A migraine pounded at the back of Twilight’s mind, and she was reminded of her fights with Nightmare Moon. The way she had been beaten so handedly, her abilities stripped away, made meaningless by the alicorn’s overwhelming power. It was a feeling Twilight prayed she would never experience again, and yet she feared that might just happen.

Twilight stepped forward and pulled open the door to reveal a relatively plain-looking office space. Save, of course, for the creep which covered everything from the lights to the odd stapler. Without that it might even look like a normal room, except for the stairs on the left side as well as the overwhelming pressure that beat down on Twilight’s mind.

It was growing stronger still, and worse yet, it felt almost like she were being pulled towards it somehow. The tug drew her to the stairs which she hesitantly walked up, ducking under the low hanging ceiling. Upon reaching the second level, Twilight looked around to find that she was in a sort of waiting area outside of a meeting room.

“Are we ready?” Twilight asked, even though she already knew the answer.

Rainbow Dash shouldered her submachine gun while Applejack chambered a round and took her position next to the door. Even Fluttershy seemed ready, having drawn her weapon, the barrel wobbling ever so slightly.

“It seems so,” Twilight murmured.

“Want me to do the honors?” Applejack inquired.

Twilight shook her head. “Allow me.”

Summoning a concussive wave of magical force into her hand, Twilight aimed it at the double doors. She hesitated for only a moment before releasing the magic and causing the wooden entrance to explode outwards in a shower of splinters. Immediately, all four of them scanned the room, eager to find their target while they had the drop on them.

That was until their gaze landed on the target, then all the bloodlust they felt suddenly slipped away. Even Twilight felt like she had been punched in the gut, as the creature before her defied explanation. Not only was she twisted beyond recognition, but she also felt familiar in a way that the former pony couldn't initially place.

The lesser two creatures that stood on either side were at least sort of recognizable, due to their distinctly doglike appearance. The zerglings were larger than normal, however, and had a larger head crest not unlike the kind sported by hydralisks. Their wings were also far bigger, and the creatures had a thicker hide that was a faint pink color as opposed to the usual greenish-purple.

Though intriguing, Twilight hardly even looked at them, as it was the largest of the room’s inhabitants that drew her attention. It was obvious that she had once been human, but was now unlike any beast Twilight had ever laid eyes on. Her arms and legs hung uselessly from an enormously bloated head so large that it lifted its body off the ground. Her cranium wasn't just oversized though, as it actually extended back a dozen meters, turning into a strange centipede-like structure.

Light purplish-green flesh covered her head and neck before ending abruptly at her shoulders. Her glowing purple eyes contained within them the distinct spark of intelligence, though it was an intelligence marred by urges not their own. She hadn't had her clothes removed, though the yellow blazer and long, deep magenta pants had clearly taken a beating.

“Greetings, students,” whispered the creature.

“P-Principal Celestia?” Rainbow Dash muttered in horror.

“Cerebrate Celestia,” corrected the creature. “Let me guess. You’re here to kill me and take the information I have with this pet zerg you have in your company.”

Twilight’s eyes opened wider still, her mind conjuring the last moments she had shared with her Celestia. So overwhelmed by the memory, the former pony barely even heard the conversation playing out before her, that was until she heard Applejack yell.

“You have to fight it! This doesn't have to end in violence!” shouted the farmer.

“I’m afraid it does,” stated the cerebrate. “Though her presence may have lifted, the instincts she put inside me remain. Now prepare yourself, children. For I cannot let you leave this place.”

In an instant the pressure doubled, and Twilight was forced to her knees, unable to even lift her arms. She fared better than Rainbow Dash and Fluttershy who lay sprawled out on the floor, their armor starting to crack under the force. Only Applejack remained standing, though it was only just barely, and Twilight could see the girl’s legs begin to wobble.

She's stronger than I thought, Twilight noted.

The weight on her body increased even more, growing to the point that Twilight could feel her armor begin to buckle under the strain. Her companions fared even worse, with Applejack being forced to her knees while a zergling slowly walked over to her. Its long pincers twitched with anticipation, the limb extending, poised to ram itself into the defenceless soldier’s neck.

Come on, Twilight, think.

Without the ability to concentrate on her magic, Twilight knew it would be impossible to cast any spells. Even her psionic abilities were hard to use, though they at least had a chance of working, unlike her other abilities. Simply overpowering the cereberate wouldn't be possible, but there was a small chance that Twilight could utilize a different tactic.

A whimper made Twilight glance down to Fluttershy whose visor was begging to crack. Not only that, but the other zergling was walking into position on Twilight’s right, readying itself to strike Rainbow Dash when given the order. Time was running low and without a way out, Twilight was beginning to grow desperate enough to consider something she had never used.

Here goes nothing, Twilight thought before putting everything she had into a single psionic attack.

The pulse Twilight sent out didn't negate the pressure or turn the zerglings, though it did connect their minds, allowing Twilight to invade the other creature’s consciousness. A foolish action given Celestia’s immense psionic strength, but one that would at least occupy the cerebrate’s attention. Sure enough, the second Twilight had established the bridge, all three of the black armored soldiers were able to rise out of the ruts they had been placed in.

So shocked was the controlling zerg that her zergling pets didn't initially react, giving the three humans a chance to grab their weapons.

“What happened?” Applejack asked.

“Doesn't matter, just fight!” Rainbow Dash replied, ducking out of the way of a zergling’s swipe.

Applejack grunted as she deflected the creature’s swipes with Rarity’s shotgun, the weapon coming apart after the third hit. She lamented the loss for only a second, her hand already enclosing around the axe at her hip. The flurry of wild slashes didn't slow for a second, and Applejack only just barely managed to avoid them.

Unlike her companions, Fluttershy’s first instinct wasn't to fight, but to check on Twilight. Who was still down on one knee, having not moved an inch even after the pressure had lifted.

“Twilight, are you… oh my,” Fluttershy whispered in shock.

For the lively expression Fluttershy expected to see was gone, the other girl’s eyes containing only a white empty void. A look that was shared by their former principal, who stared off into space, her gaze distant and unfocused.

“What is going on?” Fluttershy asked.

“Need some help here!” Applejack shouted, ducking under a swipe, only to get peppered with tiny spikes that erupted from the zergling’s shoulders.

The attacks did little against Applejack’s thicker armor, but Fluttershy knew right away that if they hit a joint, that would be a much different story. Rainbow Dash didn't have this advantage and had to dodge everything, even the short bursts of tiny projectiles. Thankfully neither had yet been hit, though they also hadn't managed a counterattack due to the zerglings’ impressive strength. Rainbow Dash couldn't even line up a shot, her speed having been slowed due to all of the constant fighting.

Hurry back, Twilight. We need you, Fluttershy thought.


I think I overdid it, was the first thing Twilight thought when her senses returned to her.

For the infested woman found herself not in the empty boardroom, but rather the destroyed remnants of Canterlot City. Or at least, some version of it, as this one was completely empty and devoid of movement, save for the subtle undulations of creep. Stranger still was the faint wisps of fog which seemed to cover everything, making it impossible to see very far.

Houses surrounded her on both sides while a road was visible beneath her hooves.

Wait, hooves?

Twilight looked down to find that she was still bipedal, yet despite that she had hoofed feet. Inspecting her body revealed that she was at least still wearing her armor, which covered her half human and half pony features for the most part.

Did I enter her mindscape? Twilight thought to herself as she inspected her four-fingered hands. I must have, but where is this other Celestia?

Before she could seek an answer to that question, Twilight heard the familiar sound of feet sprinting towards her. Twilight raised her fists and found that a zergling had sprinted out of the fog, its mouth open in a silent roar. In the seconds that it took for the zergling to close the distance, Twilight found out that both her magic and psionics were unavailable.

I assumed as much, but held out hope regardless. I guess I’m doing this the old-fashioned way, Twilight reasoned.

Falling back a step, Twilight dodged out of the way of the zergling’s attack before delivering a powerful blow to the back of its head. The punch would have obliterated the skull of such a creature, but rather than erupt in a fountain of blood, its form dissipated. Like dust on the wind, the zergling was gone a second later, leaving nothing behind but a faint wisp of green light.

“Odd,” Twilight muttered.

I’ve read about the mindscape and its defences, but I’ve never tried to enter someone else's before. Even Spike’s, Twilight realized. I’ll have to find this other Celestia and figure out how to purge the orders left in her mind.

“Though where to begin…” Twilight murmured.

Glancing to the road, she noticed that numerous zerglings as well as a few hydralisks had emerged from the mist. Glancing over her shoulder, Twilight noticed that none were trying to sneak up on her. It was as if they were merely standing between her and something that lay further down the road.

“Well, I guess I know where I’m going,” Twilight muttered, cracking her knuckles. “Let's get this started already.”

With fist raised, Twilight sprinted towards the gathering horde.


“That stung,” Applejack cursed, sweeping a hand down her leg and clearing her armor of the dozen needles protruding from it.

Fluttershy emerged a second later, unleashing a full clip into the zergling which had been about to leap atop Applejack’s shoulders. Though the shots did little and most missed, the zerg was forced back, covering its more vulnerable parts with its heavily armored limbs.

“Is your suit okay?” Fluttershy shouted while reloading.

Applejack grunted. “I don't feel any leaks yet. It just hurts like a mother.”

“At least you didn't get hit in the boob!” Rainbow Dash shouted, one hand covering her injured chest while the other batted aside a spiked limb.

“How are these guys so tough?” Applejack muttered, stepping forward when Fluttershy’s pistol ran dry. “They are just zerglings!”

Fluttershy yelped and was forced to step behind Applejack as another flurry of spines burst forth from the zergling in front of her. If the farm girl was bothered by this, she didn't show it, merely deflecting the blows with her heavier arm guards. Leaping forward, she tried to swing her axe at the zergling’s exposed neck, only for the smaller creature to dodge out of the way.

“Damn fast too,” Applejack muttered.

“What the hell is wrong with Twilight?” Rainbow Dash shouted as she backflipped out of the way of an attack.

“I don't know, but I think she's fighting the principal somehow!” Fluttershy shouted while drawing the last of her flash bangs.

“What do we do?” Rainbow Dash yelled back.

“I can't land a hit on these little buggers!” Applejack added.

“W-we…” Fluttershy’s hand trembled, and she raised her pistol towards Celestia, only to hesitate. “We hold out until Twilight wins.”

“She better move quickly then!” Rainbow Dash exclaimed, ducking under another swipe and unleashing a spray of bullets that her opponent easily dodged.

“I don't know how long my armor’s gonna hold out,” Applejack added.

Please hurry back soon, Fluttershy prayed.


Twilight panted, her chest heaving as she came to a stop outside of a strangely familiar sight. Unlike the rest of town, the school was not covered in creep, nor was it even damaged for that matter. A low growl made Twilight’s attention shift to the slavering hordes slowly assembling behind her.

Damn things just don't let up, Twilight thought bitterly. At least if I get inside, I’ll be able to form a choke point in the hallway.

Putting her head down, the infested woman broke into a sprint, running straight towards the entrance. Behind her the sound of many feet could be heard close on her heels, though the sound stopped rather abruptly a few seconds later. Twilight didn't notice this until she was about to pull open the door and saw the line of zerg in the reflection of the window.

Turning back around, she noticed that the creatures couldn't step past the creep, though that didn't stop them from spreading out all around her. Not one to look a gift horse in the mouth, Twilight quickly moved inside, only relaxing after she had locked the only way in.

This must be the principal’s true mindscape, Twilight reasoned. The rest of her consciousness must be devoted to organizing the other zerg around this facility. I wonder if the black queen plans to fix her command and control issues by creating a number of these things.

Putting such minor considerations from her mind, Twilight focused on the path before her. Namely the long and surprisingly clean, empty hallways. Moving deeper, Twilight glanced into the various rooms, only to find noone around, nor any sign of habitation. Just when she was beginning to grow anxious from the quiet, she heard an odd thumping noise from further in.

Following it took little time and ended near a pair of offices next to a large gymnasium. One of the rooms was slightly larger than the other, which was where the sound was coming from. Opening the door, Twilight was greeted with the sight of her unmutated opponent who was chained to her desk.

Her appearance was haggard, the tall, pink-skinned woman having been reduced to little more than skin and bones. Her wavy, multi-hued hair was also in disarray, and her clothes were caked with dried blood. The second their eyes met, Twilight saw a primal bolt of fear course through the human, and the principal ducked beneath her desk.

“Please god, stop. Don't change me anymore. I’ll do anything you say, just don't put me back in a pod!” shouted the woman.

Twilight sighed. “I am not the Twilight Sparkle you know. I’m from… a different world.”

The room was quiet for several long seconds before the human peeked out from the lip of her mahogany desk.

“You… you’re not her,” whispered the woman. “How did you get here if you're not her?”

“This other Twilight and I have some similarities, though our ethics are obviously much different,” Twilight explained somewhat awkwardly.

“Then you came to kill me, right?” Principal Celestia inquired in a strangely hopeful tone.

“I actually came to free you from my doppleganger’s control,” Twilight replied.

The human’s shoulders slumped, and she fell back into her chair. “It's impossible. I’ve been tugging at this chain for what feels like months and haven't put a dent in it.”

“Allow me,” Twilight offered, walking around the desk.

“By all means,” exclaimed the principal.

Twilight walked around the desk and grabbed hold of the chain, giving it an exploratory tug. Sure enough, the wooden desk creaked with even a small amount of force, yet something still felt off. Despite how easy it should be to simply destroy the piece of wooden furniture, Twilight got the impression that wouldn't actually help her.

“Is something wrong?” asked Celestia. “Are you not strong enough?”

“It's not that. Something isn't right,” Twilight replied.

“Well, you had best hurry, your friends aren't likely to last much longer,” Celestia stated, pointing down to the screen built into her desk.

Glancing down Twilight watched as her friends battled the two zerglings. Blows were traded, attacks dodged, yet the three girls couldn't land a single meaningful hit. Meanwhile they were only growing slower, their close calls coming closer still with each passing second.

All while Twilight had remained unmolested despite being defenceless.

“You designated me a non-threat, didn't you?” Twilight asked.

Celestia nodded slowly. “I can't do much to resist her orders, but since you weren’t attacking, I was able to at least do that much.”

Twilight’s brow furrowed, and she gazed down at the ground. “Where is it.”

“I’m sorry to bother you, but would you please free me, or at least end my suffering?” Celestia pleaded, tugging at her chain.

“There is something…” Twilight’s voice trailed off.

Looking down, Twilight noticed that the principal’s shadow was longer than normal, and after following it up the wall, she realized something else. Namely that it didn't even look like the human who was supposedly casting it in the first place. A crest adorned the dark figure’s head, and long hair hung down her body, all while clawed hands rested at her sides.

Twilight balled her larger fist and after taking a knee, plunged it into the pool of inky blackness. Reaching into the shapeless void, Twilight felt something slimy brush against her fingers after a few seconds of searching. A quick grab was all it took to snag the strange object, and with a firm tug she tore it from the human’s shadow.

“What was…” Celestia collapsed to her knees, a hand grabbing at her chest.

Twilight grimaced as she looked down at the squirming, multi-headed worm held in her grip. Though tempted to inspect it further, Twilight didn't have time to do so and crushed it with a single squeeze. The second it was gone, the human let out a gasp, her shadow returning to normal.

“You… but how?” Celestia asked.

“I just thought about what I would do in this situation. Which would be to make a really obvious solution that would actually serve as a trap,” Twilight explained, tapping the chain. “I think this is all that's keeping you alive.”

The principal frowned and regretfully fell back into her chair. “You should go. We can speak normally now.”

Twilight hesitated, but nodded anyway. “Sorry about this, by the way.”

Celestia sighed. “This wasn't your doing.”

“That wasn't… nevermind,” Twilight muttered, closing her eyes.


With a gasp, Twilight jerked upward, her eyes opening to find her new friends staring at a pair of unmoving zerglings. Each of the humans looked pretty badly beaten up, though Applejack was easily the worst off out of all of them. The farmer was absolutely covered in quills, and several chunks of armor had been torn clean off.

Though Rainbow Dash only had a few dents in her armor, her chest was heaving constantly. Clearly even her vaunted speed meant nothing in the close quarters she was forced to fight in. Even Fluttershy had taken a few hits, though thankfully none seemed too bad.

“Status?” Twilight demanded.

“We got beaten up pretty bad, but our suits have yet to be breached,” Fluttershy quickly stated.

“Did ya win?” Applejack asked nervously, her gaze never leaving the zerg.

“Why don't you ask her?” Twilight replied.

The principal’s eyes flickered open to reveal her normal violet orbs. “Oh, thank goodness, you are all okay,” she muttered.

“Principal Celestia, what happened?” Fluttershy asked.

“Your friend saved me, but there's no time. I can feel your ride preparing to leave,” Celestia interrupted. “You came here for information, so please take it.”

Twilight raised a hand. “This may not be the most pleasant of sensations.”

“I’ve been through far worse,” Celestia replied sadly.

The room was silent as Twilight ripped the information straight from Celestia’s mind, copying vast swathes of memories into her own mind. It was a difficult task, given just how much the poor human had been through, but in the end Twilight had taken all that she could. Though she had been tempted to acquire only what she needed, Twilight had found a veritable treasure trove locked within the infested human’s mind.

Procedures on how to create zerg larva, evolve existing infested, and most crucially, how to command a vast number of linked creatures at once. Combined with the information she had already gathered from the first infested human they had taken down, Twilight knew she could start her own army. Though she wished that they had been able to subdue the human in charge of the infestation, Twilight figured that was likely for the best.

Such tactics were morally beneath her, and not only that, but they were a temptation Twilight knew she might succumb to in the future if things grew desperate.

“Did you get it?” Rainbow Dash inquired.

Twilight nodded. “I have the full layout of the black queen’s tower.”

“Good, now let's get the principal out of here,” Applejack exclaimed, slipping her axe back through its holder.

“I’m sorry, but I can't let you do that,” Celestia stated, her zerglings moving to stop Applejack.

“What the heck, lady. I thought you were free!” Rainbow Dash shouted.

“I am, but I am not,” Celestia replied sadly. “I won't be fully free of her until I am no more.”

“You want to die,” Fluttershy realized.

“I’m afraid so,” Celestia admitted. “Though I will leave you with one more bit of information before I go.”

“Wait, we can help you!” Applejack yelled. “We’ve been working on a cure and-”

“We don't have the time to argue. This isn't our choice to make,” Twilight interrupted.

Celestia smiled. “Thank you, child. Now if you didn't already figure it out, this is how our queen hopes to take over the world. Or at least it's the first part of her plan anyway.”

“There are more of you, aren't there?” Fluttershy inquired.

“There are, and some secretly wish to rebel, but that's not what I need to tell you,” Celestia exclaimed. “She is trying to create some sort of super brain she calls the overmind.”

The word sent a shiver down Twilight’s spine, though she didn't know why or how it had elicited such a response.

“So what, now you're just going to send us away after we rescued you?” Rainbow Dash demanded.

“I’m afraid so,” Celestia replied sadly. “Your choppers are already warming their engines, and I suspect that your commander is likely to recall you soon.”

“I-”

“Would you like me to make it quick?” Twilight offered.

“If you wouldn't mind,” Celestia answered. “Oh, and tell Luna that I always knew, and that I love her.”

“I will,” Twilight replied.

“Wait, you can't just kill her!” Fluttershy yelled, grabbing Twilight’s arm.

The infested ignored her, conjuring forth a bright lance of purple energy and throwing it at the cerebrate with all the force she could muster. The magical construct entered between the principal’s eyes and exploded out the back of her enormously elongated head. Her entire body twitched and trembled before falling slack, the corpse lying still as thick black blood pumped out onto the ground.

“Let’s go,” Twilight declared before turning and walking out the door, leaving behind three confused and slightly scared humans to exchange a worried glance.