The Infestation of Equiss Prime

by Jest


Operation Overlord

Twilight stood silently outside what had once been referred to as the vault, a hand running down her smooth undershirt. With the infested freed, and little worry that they would attack anyone, the door had been wide open and altered so it could no longer lock. Through the crack in the entrance, Twilight could hear many voices discussing various topics, though most seemed focused on the coming assault.

Worry tinged many of their words, and Twilight could sense the palpable unease that hung over the area. The endgame was upon them, yet despite this realization, Twilight could also detect a good amount of optimism. With their bodies healing and their minds free of the black queen’s influence, the infested seemed to be bouncing back quickly.

It was a pleasant atmosphere all things considered, and Twilight was tempted to immerse herself within it. She resisted this urge, mostly out of respect, but also because she didn't want to get too attached to anyone. She would need to leave them all behind in mere hours, after all, and she was already dreading the moment of separation.

She sighed, ruminating on the people she met, and the friends she had made. Those who had also been touched by the zerg were especially dear to her heart, as were the six girls she had a rather rocky relationship with. Yet it was perhaps because of the turns they took while getting to trust one another that Twilight felt oddly protective of them.

“I have my own friends and family to return to,” Twilight muttered to herself, her smaller hand digging into her pocket while the other clutched her stomach. “They need me.”

Retrieving the two small stones from her pants, Twilight gazed down at them idly, noting that they were both still intact. The crystalline object had only been partially powered, while the rune trap was charged and ready to be activated. A quick scan told her that her little back-up plan had been set up perfectly and needed only a little more power.

One brief bit of magic would be all that was necessary to send Twilight to a location just outside the base itself. The enchantment on it was a simple one, though it had been costly to create and would only be usable once. A get-out-of-jail free card that Twilight intended on using once she had acquired the device she had been promised.

Unlike the other object, which had a much different purpose that Twilight chose not to think of at the moment. She had larger concerns, or at least that was what she told herself to distract from the imminent departure in her future. Stuffing both items back down into her black military style jeans, Twilight distracted herself by listening in on a distant conversation.

“Are you sure she can't control us anymore? I feel like I’m being watched,” one slightly alien, yet still male-sounding voice whispered.

“I know I have an extra few appendages than last time, but would you like to go out sometime?” asked another infested.

“No, Pinkie, I’m certain that you can't fly a helicopter,” the exasperated voice of Rainbow Dash declared. “Just because your eyesight is super good now doesn't mean you can pilot such an aircraft.”

“Are you sure?” Pinkie Pie pressed. “Because I played like a bajillion hours of helicopter simulator.”

“Pinkie. I know you want to help, but you can't come with us,” whispered Sunset. “It's too dangerous, and you don't have any training.”

“That's not true!” Pinkie Pie whined. “Why, I sparred with Scratches the other day!”

“I’m pretty sure he was trying to eat you,” Fluttershy whispered.

Pinkie Pie scoffed. “My skin is like super tough. There is no way he could eat me.”

“I’m pretty sure he was still tryin’. That guy is a little messed up,” Applejack added.

“Either way, it doesn't matter,” Sunset Shimmer interrupted. “After we’ve dealt with the black queen, we’ll need a huge victory party. And I can only think of a single person I’d trust with such a task.”

Pinkie Pie gasped. “Oh my goodness, how could I have forgotten? That is such a splendiferous idea!”

“Think you’re up to the task, Pinkie?” Rainbow Dash asked.

“Oh, you bet I am! There is going to be cake and games, and all my new friends are going to be able to relax and just be themselves again!” Pinkie Pie loudly proclaimed. “This is going to be the best party ever!”

“I’m glad you found something you can do, darling,” Rarity offered.

“But after you guys rest up, you are so teaching me how to fight,” Pinkie Pie retorted.

“And once you can hold your own, you’ll be able to join us in the field,” Sunset Shimmer replied.

“Great! I guess I’ll see you guys soon then, huh?” Pinkie Pie inquired.

“You betcha!” Rainbow Dash answered.

“Oh, and one more thing before you go,” Pinkie Pie interjected.

“What is it, darling?” Rarity asked.

“Why, it's a group hug of course!” Pinkie Pie loudly proclaimed.

Twilight smiled as she heard the girls giggle and whisper several more hushed goodbyes. Then, after a final round of well-wishing from Pinkie Pie, they departed, and Twilight hastily stepped back from the door. Straightening her back, the infested woman tried to appear aloof as the five girls dressed in mostly black clothes entered into the hallway.

“How'd things go?” greeted Twilight.

“Oh, not bad. Pinkie was just having some trouble accepting that she won't be much help,” Sunset Shimmer explained.

“She perked right up after we suggested throwing a victory party though,” Fluttershy offered.

“That's nice. Too bad I won’t be here for it,” Twilight murmured.

“Pfft, and why not? You could totally hang out for a bit longer,” Rainbow Dash encouraged, smirking up at the towering infested woman.

“Now, Rainbow, you know she's got family back on the other side,” Applejack corrected.

“And they might very well be in life-threatening danger,” Twilight exclaimed.

Sunset Shimmer winced and stepped up to the other woman. “Why don't we just get to the briefing. I’m pretty sure it's going to start soon.”

“We have just enough time to get to the upper decks before it begins,” Fluttershy added.

“We better get moving then,” Twilight offered.

Together the group made their way back to the elevator, with Fluttershy subtly falling in next to the much taller woman. Twilight glanced down and immediately saw how nervous the medic was.

“What's wrong?” Twilight opened.

“Oh, it's uh nothing. I was just hoping to ask you about the mental shield you taught me,” Fluttershy replied.

Twilight raised an eyebrow. “What about it?”

“Are you sure it's going to work against her?” Fluttershy exclaimed, quickly throwing up her hands. “I don't mean to be rude. I just want to be sure.”

“No rudeness assumed,” Twilight replied as they stepped into the spacious elevator. “And to answer your question quickly, yes. I am certain that it will hold out. I’ve been resisting forces far stronger than this doppelganger since I was a mere foal.”

Fluttershy released a small sigh of relief, her shoulders falling slack. “Oh, thank goodness. I guess this whole thing has me a little overwhelmed.”

“You did just become psychic after spending your entire life lacking this power. I expect you to be more than a little confused for quite a while,” Twilight replied.

“It feels like I’ve gained a whole new set of limbs or something,” Fluttershy murmured as they departed the large metal box.

Twilight smiled, her gaze drifting over to Sunset Shimmer who had taken up the lead and was speaking animatedly to both Applejack and Rainbow Dash. “And how is your fearless leader doing now that her magic is back? She certainly seems happier,” Twilight asked.

“It's like night and day,” Fluttershy murmured. “She always told me stories about her magic and how much it meant to her, but I never truly understood what it meant until now.”

“You’ve been peeking into her mind,” Twilight pointed out with a smirk.

The medic blushed and prodded her forefingers together awkwardly. “It was, um, mutual.”

Twilight chuckled. “Figured as much. When did you two finally get together?”

“A while ago?” Fluttershy shrugged. “Everything has been on hold because of, well… everything.”

Twilight lifted an eyebrow and glanced down at the girl. “What changed?”

“We decided to live without regrets,” Fluttershy whispered solemnly, her own gaze settling on Sunset’s backside.

Twilight hummed thoughtfully to herself as the group made their way down the last series of hallways. At long last they entered the core of the underground base and were surrounded by humans for the first time in a while. All but a pair of guards were staring forward, listening to Luna describe a series of offensive actions the bulk of her forces would be carrying out. It took a minute or two for Twilight to realize that this particular information was useless to her, though she could tell that was about to change.

“-and that is everything you squad leaders need to know. If you have any questions, level them towards your commanders. Good luck, soldiers. Dismissed,” Luna finished, giving the gathered humans a nod.

The small group of black-armored soldiers saluted before turning and making their way towards the elevator. As they passed the group by, most gave Twilight only the smallest of looks, though she could easily tell that they respected her a great deal. There were a few outliers, but even a cursory scan of their surface thoughts confirmed that the majority appreciated Twilight’s recent actions.

It was a pleasant change and made her stand a little taller despite the fear mixed within their emotions.

With their departure, Twilight and her smaller squad joined the four humans who had remained behind. Two were pilots, given their sleeker outfit and lack of a main weapon while the other remaining soldiers were guards. Twilight’s gaze swept past the pair and landed on Luna, who appeared to be suffering from minor sleep deprivation. Despite this, she was as determined and sharp as ever, giving Twilight little doubt that she would serve as a capable leader even if she was a little tired.

“Good morning, soldiers,” Luna greeted, folding her hands behind her back. “I won't bore you with the details, as you all know why you are here.”

“Yeah, why bother with this talk at all?” Rainbow Dash exclaimed.

“It's simple. Twilight here has volunteered to turn your ride invisible so you may land ahead of the main force,” Luna began, nodding subtly to the infested woman.

“Are you sure you can handle that? It would be a lot of strain,” Sunset Shimmer offered.

“And what about the pilot?” Fluttershy added.

Twilight cleared her throat and stepped forward, removing a familiar stone from her pocket. “They would be using one of these. Which will send them back to base.”

“After which point the helicopter will be detonated in order to cause a distraction,” Luna added.

“How would we get out then?” Rarity asked somewhat fearfully.

“Additional air support can be called in once the mission is complete,” Luna answered, clearing her throat and turning to Sunset. “Now, with this change in vector, we will need to discuss the rerouted insertion method we devised earlier.”

Sunset stroked her chin and nodded. “That makes sense. Are we still entering through the former investor’s group tower?”

“Indeed. Though we will be landing atop the building and starting your infiltration through the third floor entrance,” Luna answered.

“But what about-”

Twilight tuned them out, her mind wandering as she was left with little to do but listen. She had already gained all this information earlier, and she knew the girls wouldn't ask anything Twilight hadn't considered. So with little else to occupy herself with, Twilight felt her thoughts begin to drift, just like her attention. Which eventually landed on a small display Luna had left open.

The image within was of the flesh citadel the humans creatively referred to as the tower. Though it was an interesting structure, given its great size and strange make-up, that wasn't what had caught Twilight’s eye. Rather it was the smaller image in the bottom left corner which drew her attention and made a small bubble of disgust well in her belly.

Her own face looked back, sneering at whomever had taken the picture with such venom that the emotion came through the still image. It was immediately recognizable to the infested, though there were several notable differences that quickly jumped out at Twilight. Her own features were blockier, more well-muscled and also more harmonious, with her zerg parts blending with her more natural ones.

This Twilight on the other hand was sleek and angular, and appeared almost sickly, with her skin having been turned an unpleasant green color. Dark veins could be seen crawling across her alien flesh and focusing mainly on her stark black lips. Her eyes had deep shadows every bit as inky as her lips, which only made her bright orange eyes stick out even more.

Within those sunken pits, which contained the hateful orbs, was a malice Twilight had rarely seen before. Her hair was also a mass of blackish green organic cords which draped halfway down her back. The rest of her appearance wasn't much easier on the eyes, with the infested creature sporting what had once been some manner of containment suit.

Though mostly broken, the gorget and tattered remnants of the flayed sleeves were mostly intact. Her choice of clothing combined with her overall alien appearance and baleful gaze gave her an aura of chaos. She also appeared to be every bit the wild, barely contained animal that most soldiers had described her as.

It was hard to even imagine her as having once been human, given how few of her natural features were present. All her natural color was gone, and the only thing that remained of the former girl was the general facial structure Twilight shared with her. This dark mirror drew Twilight in and made her wonder if there had been a chance that she too would have ended up like this creature.

Without her friends, her father, Spike, and Celestia, would she have fallen as this other version of her had? Or was this a vision of the future, and Twilight was bound to lose her fragile grip on what was important in life? Either way, it was a haunting vision, and one that Twilight found repulsed by in an incredibly visceral manner.

Are you okay? whispered the familiar thoughts of a certain timid human.

Twilight shook her head and cleared her throat. I’m fine. I’ve just been avoiding seeing any images of this other version until this moment.

Fluttershy subtly followed her friend’s gaze, sighing when she saw what Twilight had. It's not the nicest photo.

That's an understatement, Twilight replied. I wonder if a bit of well-timed harmony magic was all that stood between me and succumbing to the alien urges which had been implanted in my mind.

Harmony magic? Fluttershy questioned. What does that do?

It's nothing, Twilight quickly replied. Just a very fancy kind of magic that is difficult to create or control, which helps blend disparate magical forces together.

Twilight didn't wait for a response and simply cut off the communication there, allowing herself to return to her musings. This time she didn't even look at the image, but rather let her gaze grow ever more distant as she stared off into space. Her mind churned with calculations, theories, and ideas, all of which were centered on recreating the rainbow wave she had seen as a child.

She wondered what powers she could gain from its use, and if it could aid in healing her friends of their deformities. It was a long shot, given how complicated the entire thing was, but it had the highest chance of giving good results. Though the chaos pool certainly had unique possibilities that Twilight didn't wish to rule out, despite the apparent dangers it posed.

“-dismissed,” Luna barked.

Twilight blinked and looked down to find Sunset staring at her curiously. “You alright? You seemed preoccupied for a bit there.”

“It was nothing,” Twilight hastily replied, waving a hand in the air. “Just thinking about my plans for when I return to Equestria.”

“Ah, well, we’re heading to the armory to get suited up if you’re ready,” Sunset offered.

“Always,” Twilight replied.


“Are you sure you can scramble our psionic signature at such close proximity to the tower?” Sunset yelled over the radio, the girl sitting nearest the large bomb located near the back of the helicopter.

Twilight turned her attention from the rolling waves of flesh which covered the ground hundreds of metres below her to where Sunset Shimmer sat across from her, the girl now strapped to a seat, her jet black armor covering her entire body. The rest of their little squad was present and wearing their familiar armor, though they sat much further from the explosive device.

Including Twilight, who was wearing the same heavy suit she had before; what little damage it had sustained having been fixed. Unlike her companions, she had no visible weapons save for a combat knife she had been given for emergencies. The rest all carried their usual array of deadly guns and sharp blades.

“I'm certain,” Twilight shouted back. “Like I’ve told you before, we should be more or less invisible to the majority of the zerg.”

“Relax, Sunset. Twi’s got this,” Rainbow Dash exclaimed. “Ain't that right, Flutters?”

Fluttershy didn't respond, her gaze fixed on the window and the city visible through it.

“Flutters?” Rainbow Dash whispered.

The squad followed their shy friend’s attention to where the relatively scattered zerg buildings were now growing more numerous. The ground was absolutely carpeted in thick creep, and there were few structures not taken by the alien mass. New, more hideous constructions emerged from the destroyed city, their numbers increasing with each second.

Most were nearly as big as a soccer field, and had large fang-filled maws atop a sloping pyramid. Others were enormous bulbed towers from which draped dozens of incredibly long tentacles that went all the way to the ground. There were even odd green pools where numerous zerg seemed to work, regulating the strange lake carefully.

The zerg themselves were beyond counting, with vast armies assembled within the few empty spaces left. The only thing they didn't have in great numbers were flying zerg, who were sparse and mainly consisted of bulbous floating creatures. The ugly things hung lazily in the air, their gas-filled bodies somehow allowing them to hover around at a lethargic place.

It felt like a sight from another world, complete with alien architecture and creatures which were vastly different from this world’s native species. Twilight was tempted to inspect the many strange bioforms, but kept her focus on the anti-air turrets. Their fungus-launching tubes swiveled and moved, as if searching for something they couldn't quite detect.

Twilight hummed thoughtfully and decided to push a little more power into her spell, just to be certain.

“I knew there were a lot, but this is… Are you sure the diversionary force is even going to survive?” Fluttershy whispered.

“If we do our jobs correctly, they will,” Applejack exclaimed.

“Right, so let's run over the plan again,” Sunset encouraged, leaning forward. “We land atop-”

The dull thwomp boom of an exploding fungus ball jolted the girls from their seats and caused the entire helicopter to shake briefly. Looking out the window revealed that more were on their way, though the shots seemed almost random and desperate.

“I thought you said we were invisible?” Sunset barked.

“We are!” Twilight replied. “They probably detected the disruptions in the air currents and are firing blindly.”

“In that case you had better serpentine!” Sunset Shimmer yelled to the pilot.

“Already on it,” replied a surprisingly calm and crisp female voice.

Sure enough, a second later they banked hard to the right, weaving their way towards the tower in the distance. Around them the enormous spores grew more and erratic, their already semi-random shots going even wider than before. It was just enough breathing room that Twilight was able to sigh in relief, though her human counterparts remained worried.

Save for Rainbow Dash who seemed slightly thrilled by the entire bout of turbulence.

Turning her attention to their destination, Twilight calculated that they had only three minutes before they were able to set down. It was clear their descent was going to be a difficult one, though thankfully the pressure was alleviated somewhat a few seconds later as the scream of missiles briefly overwhelmed the thud of detonating fungus flak.

The anti-air guns turned their attention to the new arrivals, though they proved far too fast for the enormous organic artillery. Explosions rippled from all directions beneath them, and the mid-morning sky briefly lit up, banishing all shadows for a single terrible instant. Then the screams began, and the duller thuds of secondary detonations added to the cacophony of sound.

Twilight could sense that Luna’s missiles had struck true, and that her forces were mere moments from launching their attack. Sure enough, gunfire could be heard in the distance, joining the loud boom of rockets and distinct thwomp coming from the few tanks they could field.

In an instant the alien world was a battlefield as dozens of smaller skirmishes began to erupt in their midst. Command structures had been shattered, and some broods of zerg mindlessly tore one another apart. The grim sight was strangely unpleasant for Twilight, and she quickly looked away, focusing her attention on her destination.

Which was rapidly drawing near now that they didn't have to concern themselves with the sporadic anti-air fire. The pilot was an expert, and in what felt like no time at all, had begun her final approach on their target. The landing zone itself was obvious even from a distance, as the half-absorbed office building stuck out like a sore thumb.

Standing only six stories tall, the structure was mostly still intact, with many of its numerous windows remaining. The top-most floor was what really interested Twilight as it was completely clear, save for a small staircase that likely led inside. It was also very small, just barely having enough room for their helicopter to fit on top of without encountering any issues.

Their pilot turned out to be every bit the expert they needed, as she angled the craft in quickly, yet dexterously. With the ground rapidly approaching, Twilight rose from her seat at the same time as her companions did the same. This time there were no words of jubilation or excitement, as the sounds of war had filled the air, sapping what good humour had remained.

This was no small conflict or rescue mission, they realized. Hundreds, if not thousands of people were going to die very soon. This was a fact everyone was forced to face.

When the helicopter sat down on the structure, the small squad was already in motion. The door was quickly pulled aside, and the shimmering field which had obscured them from sight fell away. Glancing over the large bomb, Twilight was able to see that the pilot had found her teleportation rune. A second later the human vanished in a brief flash of light, leaving them alone with the empty helicopter.

Turning back around, Twilight put her head down and dutifully followed behind the other girls. Each one of which wore a stony expression beneath their helmets, the group silently readying themselves for what would come next.

For a moment they assembled outside the door, and, with a nod, Twilight took point, delivering a solid boot to the very middle. Then the barrier was gone, and their final adventure together began.

Here goes nothing, Twilight thought.