The Infestation of Equiss Prime

by Jest


Healing Wounds

Twilight strode past Pinkie Pie and waved a hand, conjuring a bubble of silence around herself and Double Time.

“What is your plan?” Twilight demanded.

“Evacuate all non-affected persons behind the vault and wait it out,” replied the soldier.

“That won't work. The afflicted individuals need to receive an off command or else they will continue to fight until they die,” Twilight retorted.

“Then we will evacuate and liquidate all assets,” Double Time stated.

Twilight shook her head. “Unacceptable. You will run and hide while Rarity and I secure the infested through non-lethal means.”

“I-”

“I was not asking for your opinion,” Twilight exclaimed.

“Wait! I’m coming with you!” Pinkie Pie shouted.

“So be it, but you do as I say,” Twilight added.

“Yes, ma’am,” Pinkie Pie replied with a salute.

Double Time grimaced. “You have ten minutes, Sparkle. If there are still hostiles in the area after that, then I will activate the protocol.”

Twilight ignored the soldier and strode out into the hallway, where a terrified Rarity stood with weapon drawn and hand extended. The woman had conjured a shield across the long hallway in front of them, blocking off a screaming middle-aged woman with an extra pair of clawed arms.

“What happened?” Rarity shouted.

“The black queen broke through using Pinkie and I’s connection, but don't worry. With your help, we will subdue them,” Twilight stated.

“Good. I would hate for Mrs Crabtree to die down here,” Rarity exclaimed.

Twilight was dimly aware of the two other soldiers fleeing from behind them, while Pinkie Pie took position to her right. Rarity strode up Twilight’s left, conjuring a second shield in order to block the hall off from the wave of rushing infested. With nearly half a dozen berserked creatures now scrambling against Rarity’s barriers, she was beginning to falter.

With her left hand glowing brightly, Twilight began to channel a powerful sleep spell. “Rarity, I want you to do your best to funnel them towards us one at a time. Pinkie Pie, subdue any smaller infested that may attempt to sneak past and generally support us as best as you can.”

“Got it, boss lady,” Pinkie Pie declared.

“Affirmative,” Rarity added.

Twilight’s hand glowed brighter still, a small orb of blue light growing until it was the size of a basketball. Cracks rippled down Rarity’s shields as more and more infested crashed into them, their many claws slowly breaking down the barriers. With her allies eying her nervously, Twilight continued to focus her spell, waiting until Rarity’s shields fell.

A short, slightly younger girl in torn clothes scraped her long-clawed hands against the obstacle, her many eyes glaring banefully at the trio. Beside her a towering human covered in chitin and sporting a single enormous club-like arm pounded against the barrier. Next to him were three diminutive, nearly identical middle-aged women with wings, extra limbs, and baleful expressions.

All were driven wild, spittle flying from their mouths as they threw themselves against Rarity’s diamond-shaped shields. Which broke not long after a particularly large, middle-aged woman slammed all six of her scythe-like limbs against it.

In response, Twilight slammed her hand into the ground, creating a wave of blue ethereal energy which crashed against the surge of bodies. The effect was immediate and pronounced, with most of the smaller infested being knocked out immediately. Their larger, stronger allies didn't make it much further before they too succumbed to the teal fog which surrounded their heads.

Nearly a dozen infested humans lay slumbering on the ground, only for their unaffected comrades to immediately move to trample them. Seeing this, Twilight grabbed the various unconscious individuals in her telekinetic aura and heaved them behind her. With them out of the way, Twilight was able to focus on channeling another sleep spell, which she knew would take time, given the presence of the dampener.

Time which was bought by Pinkie Pie surging forward and batting an eight-legged middle school student out of the air with her tail. The youth landed hard, but due to his heavily plated body, seemed unbothered by the strike, scrambling back up only to be caught by Pinkie Pie’s tail again. This time he didn't make it far before being bitten in the neck by Pinkie Pie who carefully laid him aside after he had been knocked out.

Rarity was busy blocking the spines launched by a pair of former classmates who shot said projectiles from mouths which opened in the middle of their hands. The pair wore raggedy dresses recently torn during their escape, and had larger than average eyes. They also screeched incoherently as they continued to fire long, jagged daggers at the three women.

Deflecting each and every attack, Rarity waited until they could shoot no more and began to sprint towards her. A sloping shield forced the pair to run up and at them, only for the barrier to vanish, causing them to stumble. A pair of diamonds pinned them against the ground before they could rise, leaving them little to do but flail wildly.

With her hands tied, Rarity couldn't do much about the winged, middle-aged man swooping towards Twilight, whose sickle-shaped arms were extended menacingly. He didn't make it far, as Twilight used her psionic power to telekinetically pin his wings to his back. Flapping uselessly against the ground, the infested was quickly passed by a pair of former humans who had been fused into a crude approximation of an ultralisk.

One part of the creature had at one point been a human male that appeared to be about thirty, while the other was a slightly larger, heavy set woman of nearly the same age. The male made up the upper half of the ultralisk while the woman had been forced onto all fours, her hands having morphed into plated purple feet. Together they cried out in anguish as their four padded limbs pounded against the ground and their scythe-like arms lurched towards their enemy.

Twilight ensured they didn't reach her however, as a focused blast of psionic energy rendered the infested creature’s legs completely numb. Now stumbling forward, the poor monster was hit by three more quick numbing blows before Twilight had completed a second sleep spell. A second later another roiling wave fell over the gathered mass of infested humans, knocking out over a dozen of them.

With the crowd thinning, and the number of infested falling to manageable numbers, Twilight refocused her magic towards rapid, low-grade stun spells. Though Twilight knew she could keep up this fight for much longer, she cast a curious gaze towards her friends. Her allies showed no signs of slowing, though Twilight could tell that they would tire as soon as the adrenaline wore off.

A trio of small levitating infested with fang-filled maws surged towards them and were slowed by a pair of shields that sprung up around them. These barriers forced them to attack their foes one at a time, only for the bravest of the bunch to be grabbed by a surprisingly dexterous tail. The young man flailed his claw-like arms wildly, firing several spines randomly before being bitten in the neck by Pinkie Pie and falling slack.

Twilight handled the next in line by grabbing him in her psionic telekinesis and aiming his body upward so his short-range spines hit the ceiling instead of her. She followed this up by launching a trio of rapidfire stun spells that rendered the partially dronified human unconscious. Which was exactly what happened to his last ally when Rarity used one of her shields to batter him against the ground.

Only two final foes remained, though they had emerged from the black cells and surged towards the trio with a calmer expression than the others. These more fully mutated infested were only vaguely human, with one resembling a queen from Twilight’s world while the other was some sort of centipede abomination.

The centipede-like infested’s only human features was his face, though the enormous toothy maw which hung from beneath it was anything but. From his head extended a long, segmented body from which sprouted dozens of spindly insectoid legs that propelled his body forward. A quartet of his legs were longer than the others and reached out in front of him.

The queen-like of the two had two massive tusks sprouting from her mouth and strode forward on four long limbs connected by purple, leathery hide. She also had two long eye stalks and a strangely insectoid torso that gave her a bizarre loping gait. She didn't mindlessly attack like the others and instead fired a mass of sticky webs at Twilight.

Caught completely unaware, Twilight didn't have any time to get out of the way, left with little to do but raise her arms and hope she could block the attack somehow.

“Watch out!” shouted a familiar voice.

“Wha-” Was all Twilight could mutter before a familiar slender form leaped out in front of her.

Pinkie Pie was immediately cocooned from tail to neck by the mass of grey webbing, and though she struggled, the girl could not escape her bindings.

Rarity immediately moved to help her downed ally, but was stopped by Twilight who pointed forwards. “Shield, now!” shouted the infested woman.

Reacting on instinct, Rarity did as she was told, bringing forth a large diamond barrier just in time to stop a strange mass of orange slime from hitting them.

“What the heck was that?” Rarity exclaimed.

Twilight didn't answer and instead thrust her hands forward, creating a cone of rapidly cooling air. Ice crystals formed across the queen’s body and grew in number until she was left completely immobilized. Her ally was faster and, using his two dozen insectoid limbs, crawled up the wall while continuing to sprint towards them.

As he ran, the centipede-like creature fired several more globs of rancid orange goo that Rarity managed to stop with her shields. What she couldn't stop was a strange dark swarm of buzzing insects that somehow sapped the very light from the air. Unable to see her foe, Rarity stumbled back, raising her pistol nervously in case it was needed.

Twilight, however, was unaffected, and calmly strode forward, her hand shooting up and catching the lurching infested creature by the throat. Its clawed, forward-facing appendages scrambled to try and reach her, but were restrained by purple magical aura. Two more close range stun blasts knocked him out before he could try anything else though, and Twilight roughly dropped him to the ground.

“Back away from the orange liquid,” Twilight barked.

“What is it?” Rarity asked.

Twilight’s response was interrupted when Pinkie Pie exploded out of her cocoon, clawed arm held high.

“Aha, I knew Righty would come in handy!” she proclaimed.

Twilight chuckled. “Good work, Pinkie. Please notify Double Time that all hostiles have been neutralized.”

“You didn't hurt any of them, did you?” Pinkie Pie asked, glancing over to the two heavily mutated infested.

“They have not sustained any permanent damage,” Twilight declared.

“Oh, thank goodness,” Rarity murmured, holstering her pistol. “I don't even want to imagine what would have happened if we hadn't stopped them all in time.”

Twilight pointed to the small, inconspicuous air ducts visible above some of the cells. “Some manner of flammable gas would have filled the space and we would have been flashfried.”

“Oh right. I think I remember that briefing now,” Rarity murmured with a shiver. “I didn't think they actually went through with it though.”

“The boss lady has been notified!” Pinkie Pie exclaimed from down the hall.

Twilight turned to find that not only was the excitable young infested waiting for her, but also Double Time and a small squad of armed and armored soldiers.

“You’ve done exceptionally well,” stated the surprisingly calm woman. “I’m glad to see that I did not need to take drastic actions.”

“So it seems,” Twilight remarked. “Though I am curious as to why your soldiers didn't help us.”

“I can answer that,” Rarity interrupted. “Sadly all of our munitions are lethal and save for a few stun batons, we have little to take down a target without killing them in the process.”

“Yes, the last few have been expended recently,” added Double Time grimly.

Twilight hummed thoughtfully and gestured to the destroyed remnants of a nearby metal door. “And why exactly didn't these barriers prove very effective?”

Double Time sighed. “They were never meant to serve as anything more than deterrents and were graded for normal humans. We have been unable to acquire building materials from headquarters in some time.”

Twilight shook her head. “This still seemed like it was avoidable.”

“It was at one point. What changed?” Double Time asked pointedly, glaring up at Twilight.

“Upon arrival to your world, I glimpsed the black queen’s mind, and it seems as though she was able to look back,” Twilight replied. “I am not sure how, but when I connected to Pinkie Pie, she managed to finish analyzing my thought patterns. Now she is in the process of immunizing her troops against your psychic nullifiers.”

The soldier’s eyes widened for a split second before a grim frown spread across her face. “The attack will need to move up. How long do you think we have?”

Twilight shrugged. “A day or two? She wouldn't have revealed this information to me unless it was either a lie, or she was sure it wouldn't matter in the long run.”

“We can't take that chance,” muttered Double Time who drummed her fingers on the butt of her weapon. “Our time table will need to be advanced significantly.”

“You do that,” Twilight declared flippantly. “I still have work to do.”

“That's great to hear, darling,” Rarity added. “I feared you would give up on them.”

“I knew you wouldn't do that,” Pinkie Pie declared.

Twilight grunted and knelt down next to one of the drone-like infested. “I know what it's like to make morally questionable choices, and if helping means you don't have to do that, then it will all be worth it.”

Double Time remained motionless for several seconds before turning to Rarity and fixing the woman with a firm look. “My men are at your disposal until such time that each one of our residents have been cured of their mental compulsions.”

Rarity blinked in surprise before quickly snapping off a salute. “Yes, ma’am.”

Double Time returned the gesture before walking away. “Good luck, Specialist Belle.”

Pinkie Pie slithered up next to Rarity and together the two watched the older woman leave the room. “She’s really intense,” murmured the infested girl.

“That she is,” Rarity agreed.

“Are you two going to stand around all day, or are you going to secure these humans before they wake up?” Twilight barked.

Rarity jumped. “Oh right.”

The former fashionista spun around and pointed to a trio of soldiers waiting nearby. “You three, bring down as many hospital beds as possible. You grab all the straps the infirmary has and you acquire all of the sedatives they have on hand.”

The armored soldiers all gave Rarity a curious look before departing, leaving the woman unsure if they would return. In the end she was fairly certain they would and quickly turned back to Twilight and Pinkie Pie.

“Alright, now I am going to fortify their minds and disable the commands. Rarity, I want you on the lookout for any who might be waking up while Pinkie Pie untangles them all from one another,” Twilight exclaimed.

“Right. Wouldn't want anyone getting smothered by accident,” Pinkie Pie added.

“Exactly,” Twilight declared.

“You can count on me, Twilight,” Rarity added.

Twilight nodded. “Now let's get to work before they wake up and this becomes even more of a headache.”


Twilight groaned as she massaged her temples. The headache she had been holding at bay had returned with a vengeance, and the ibuprofen was barely taking the edge off. Not only did her head hurt, but her entire body ached, the day’s events weighing heavily on her.

The sheer amount of magical and psionic power she had expended had been significant. Injuries had to be mended, while many a broken psyche had to be held together by mere force of will. In the end Twilight was left with so little energy that she could only lay there and stare up at the ceiling.

Thankfully her room was quiet, which was a change of pace Twilight appreciated, given just how loud things had been for the last eight or so hours. Many words had to be exchanged with the infested she was treating, and the scientific personnel that had joined not long after. Between the actual work and all the explaining Twilight had to do for the curious humans, she was left annoyed and exhausted in equal measure.

Still, it was done and without further complications to make things even more difficult. In the end every infested had survived, all had been freed, and most would recover their more or less normal physical forms. A few would still appear quite alien, but at least they would no longer need to fear being controlled by a hostile outside force.

“That is the last time I do so much charity work,” Twilight murmured. “At least in one day, anyway.”

Her arms flopped to her side.

“It's too bad that very little of this will be applicable in Equestria,” Twilight ruminated. “The cells are just so different that it will take a bit of learning to apply my newfound knowledge to my friends. If only I knew how to replicate that rainbow wave, maybe it was responsible for the harmonic energy I have.”

Twilight sighed as she continued to stare up at the ceiling, the aches and pains she felt slowly melting away until at long last she could relax. For a moment she considered getting back up, only to think better of that plan and scrap it entirely. She would need her rest, and despite it still being fairly early, Twilight knew it would be wise to try and get some shut-eye.

Or at least that's what she wanted to do, right up until someone knocked on her door.

“Who the hell is it now?” Twilight muttered as she rose from her bed. “It better not be that stupid Doctor Manchouser.”

She walked over to the entrance and pulled it open just as Applejack had been about to knock again. Noticing the dour expression on Twilight’s face, Applejack took a tentative step back, flashing the other woman a wide smile.

“Well, howdy there, Twilight. Hope we didn't catch you at a bad time,” Applejack greeted.

Twilight blinked, only now realizing that within the towering woman’s shadow stood Rainbow Dash. Who wore a smile of her own, though one far less believable than the one Applejack had on her face.

“What do you want?” Twilight deadpanned.

“Hey, no need to be rude. We came here to apologize,” Rainbow Dash exclaimed.

Twilight blinked, her eyes narrowing on the smaller woman. “For what?”

“For doubtin’ ya,” Applejack exclaimed.

“Apology accepted,” Twilight muttered before moving to close the door.

An action she was unable to accomplish as Applejack stuck her foot inside at the last moment. “Woah there, partner. We were hopin’ to talk to ya for a bit. Iffen you don't mind,” Applejack interjected.

Twilight let out a long sigh before opening the door once more. “Fine, but keep your voices down. I have a killer migraine.”

“It won't take long at all,” Rainbow Dash remarked.

Twilight walked back over to her bed and sat down in the middle of it, ignoring the whine of the springs which struggled to hold her bulk. Across from her Applejack and Rainbow Dash awkwardly squeezed into the glorified supply locker Twilight called a bedroom.

“Damn, this is all you got?” Rainbow Dash muttered.

Twilight shrugged. “It's fine. It's not like I’m going to be here much longer anyway.”

“I guess so, but damn this sucks. After all the good you did, you’d think they’d at least give you a computer or something,” Rainbow Dash remarked.

Applejack cleared her throat. “Speakin’ a which. We just wanted to thank ya for what you’ve done.”

Twilight waved a hand dismissively. “Don't worry about it, really. I merely wished to guarantee the mission’s success by ensuring that assets didn't need to be diverted to keeping the infested contained.”

“Sure, that's totally why ya did all that,” Applejack doubtfully replied.

Rainbow Dash chuckled. “Face it, Twi. Ya got a heart full of gold under all that cynicism.”

Twilight rolled her eyes. “It matters not if you believe me. Now, is that all you came here to say?”

“Nah, we wanted to tell ya that we’ll have your back tomorrow during the big attack,” Rainbow Dash stated.

“So she moved it up then?” Twilight inquired.

Applejack nodded. “The boss lady doesn't want to chance things, so we’re moving all ahead full as soon as possible.”

Twilight hummed thoughtfully. “That is a very pragmatic plan. Without the cover granted by the psychic nullifiers, I doubt that the mission would even be feasible without extreme casualties.”

“Which is why you can count on us to watch your back tomorrow,” Rainbow Dash exclaimed.

Twilight raised an eyebrow. “I really don't see why you would say that. I won't be joining you for the climactic battle with the black queen.”

“You won't?” Rainbow Dash asked.

“Course she won't,” Applejack interrupted. “Twi’s got a world to save back home. She doesn't owe us nothin. Hell, I’d say we owe her at this point.”

“Err, right,” Rainbow Dash murmured.

Twilight snorted. “Noone owes anyone anything. I need that detector to get back home, and you need an edge in the fight against the black queen. This was all a simple exchange.”

“Ha, now who is understating things?” Rainbow Dash exclaimed, poking the infested woman in the chest with a finger. “You didn't have to heal those guys, nor did ya have to give Sunset back her magic.”

“I was merely curious,” Twilight muttered. “The knowledge on how to manipulate an individual’s biology in such a manner will benefit me greatly in the future.”

“Suuure,” Applejack remarked with a sly smirk. “And making sure that you set all those poor folk back on the path of getting their bodies back?”

“Repeated tests are needed to establish that my methods are working,” Twilight replied. “That's all.”

Rainbow Dash chuckled. “Whatever you say.”

Twilight frowned. “What do you want from me?”

“Nothin’,” Applejack answered. “Was just hopin’ to let ya know that you’ve got friends here, and that if we could help you with your problems back home, that we would.”

“That would be impossible,” Twilight stated, only to sigh. “Though the thought is appreciated.”

“What do you think, Applejack? Is that about as close to a ‘you’re welcome’ as we’re going to get?” Rainbow Dash asked.

Applejack smirked. “I think so.”

“Yes, well. Now if that's everything, I was hoping to get some rest,” Twilight muttered.

“Aye, that's all,” Applejack remarked before walking out the door.

Rainbow Dash was close behind, though she stopped at the exit and flashed Twilight a wide smile. “Oh and hey, in case you change your mind, we really would appreciate the help in beating the evil you.”

“I’ll think about it,” Twilight murmured.

“That's all I ask,” Rainbow Dash replied before slipping out the door.

Alone and surrounded by quiet once more, Twilight released a long sigh after flopping back onto the bed.

“Can I leave them, knowing the danger they will be facing?” Twilight asked the empty room. “Would joining them mean that I would be abandoning my other friends?”

Try as she might, she couldn't come up with a response that felt quite right. So she merely rolled onto her side and used the last of her magic to conjure forth a small blue prism. Condensed mana was weaved into a crystalline form and infused with what little power Twilight had left.

After a few minutes of careful crafting, Twilight was confident in her creation and set it aside before rolling onto her back. It wouldn't be perfect, but at least now if she left them behind, she’d leave Sunset with a parting gift. All she needed to do now was power it up a little, but that would need to wait for a more opportune moment.

Soon, my friends. Soon I’ll return to you, Twilight thought before closing her eyes.