The Infestation of Equiss Prime

by Jest


Wasteland

Twilight stood atop the walls of her new stronghold and watched as her cobbled-together army assembled within it. Guided by Spike’s sharp, detail-oriented mind, the scavenged group of zerg coaxed from the hills maintained perfect discipline. Even as the small confederate force on the hill nearby aimed weapons at them and remained at the ready.

The warnings indicating that the oncoming zerg were non-hostile had gone seemingly unheeded and unconsidered. Thankfully they had yet to start shooting and were merely assembled into firing lines near their partially completed headquarters.

“Are you done?” Twilight asked, opening the radio channel she knew the confederates used.

“I think it's clear that the uh, new arrivals, are not hostile,” a slightly shaky Jetstream remarked.

“Good. Now the next one of you to point a rifle at my people will find their weapons shoved so far up their behinds that they’ll be tasting gunpowder for a week. Understood?” Twilight pressed.

“Understood,” Jetstream replied.

“Good,” Twilight stated.

The infested unicorn watched as the confederates slowly went back to what they were doing, leaving a few on watch. Though annoyed, Twilight turned away from the nervous ponies and towards her newly acquired brood. Several of whom were being fussed over by Fluttershy, their injuries carefully inspected while a nervous Applejack waited nearby.

Zecora had already concluded her own inspection of the assembled army and had gone back to her other duties. Leaving Rainbow Dash to watch over the small horde curiously, her weapons depowered, though her gaze was steely and vigilant. Spike was standing amidst them, his eyes closed tightly while he sifted through their sometimes jumbled memories.

Find anything yet? Twilight inquired.

No. Whatever process they used to control the zerg also screwed up their memories. Some don't even have the ability to retain information for long periods while others struggle to know where they were five minutes ago, Spike exclaimed somewhat angrily. I know that these zerg are little more than animals, but even animals deserve to be treated better than they did.

If you find anything of note, let me know, Twilight paused and squinted down at an ultralisk. And tell Scootaloo to quit climbing all over them. Until we get a chance to deprogram the new arrivals, they might react poorly to a filly clambering across their backs.

Right. Fluttershy and I will bring them up to fighting shape in no time, Spike offered.

Don't rush anything. These guys will only be needed for guard duty at the moment. I loath to leave the base without greater defences, but these zerg will have to suffice, Twilight continued. Speaking of which. How many of each variety do we have currently?

We have twenty-one zerglings, sixteen hydralisks, three ultralisks, what I think is a lurker, and fifteen drones, Spike replied after only a moment’s pause. Or at least that's what the numbers will be once all the injuries have been treated.

Twilight blinked and quickly picked out the spike-covered hydralisk variant barely visible between two ultralisks. Standing as tall as the spine throwers, it lacked the long serpentine-like tail and instead sported several limbs that ended in sharp points. It also seemed slightly more intelligent than the others and eyed its newfound masters with what Twilight assumed was a curious gaze.

Hopping down from the walls with a dull thump, Twilight walked up to the creature, now very aware of the height difference between them. The lurker wasn't much shorter, but it was also much wider, with a far more bulky body than all but an ultralisk. The only augmentation the strange variant had received were several studs and a bulky metal box embedded into his head crest.

Come forward, Twilight beckoned.

The lurker hesitated a moment before obeying, scuttling towards the pony on its six pointed legs. It then lowered itself to Twilight's height and bowed its head in subservience, though its eyes remained sternly fixed on the unicorn. Pushing down the slight trepidation she felt, Twilight reached out and gripped the creature’s mind, scanning its contents.

“You were an experimental breed,” Twilight murmured. “Pushed to evolve from a hydralisk by a series of pressures put upon you by your pony tormentors.”

A frown creased her face as Twilight saw the horrors they had put the zerg through.

“Something is off though,” Twilight whispered. “Perhaps we should-”


Twilight found herself trapped behind glass, her body suspended in a thick viscous liquid that made movement difficult. Her many bladed limbs twitched, the violent urges to rend her foes limb from bloody limb stymied by her imprisonment. Beyond the murky depths that bound her, she saw the same usual assortment of ponies, each of whom had a horn on their head.

Most wore minimal armor, while their guards sported large form-encasing sets of gold plate. Either scientist or soldier, each one of the ponies had faintly glowing blue eyes, and none of them ever seemed to speak. The silence was eerie, though Twilight quickly grew used to it as she had spent the majority of her life with only the faint bubble of her tank as company.

Then an explosion and a crack of what she knew instinctively to be gunfire. The scientists and soldiers alike turned to the entrance, energy blades flaring in the dull light of the facility. A rush towards the exit occurred a second later, and for the first time in a long time, Twilight was alone.

The sounds of fighting continued for what felt like an hour, the crack of guns occasionally punctuated by a scream. In the end the attackers seemed to win out however, as the unicorns did not return, rather a griffon in black armor appeared. His helmet was strapped to his side, a large gouge cut across it, rendering it likely inoperable, though not unrepairable.

He was followed by a half dozen lightly armored creatures who fanned out throughout the room. They all seemed to be searching for something, as they scrambled to stop some unforeseen event from coming to pass. Then the lights dulled, and a strange tingle ran across Twilight's body, leaving her nerves electrified.

“Damn. We’re too late,” muttered a minotaur.

“It's fine,” stated the griffon, who slowly walked over to Twilight's tank and stared up at her. “We have their research, we have their base, and we have almost all their test subjects.”

“But sir. A force of that magnitude will wreak havoc wherever it is sent,” replied the bipedal bovine standing nearby.

“And there is nothing we can do about that. All we can do now is deal with the cards we have,” he continued, gaze running up and down Twilight's body in an almost predatory manner. “Speaking of which. Were they able to scuttle any of their servers?”

“I don't believe so,” offered a bespectacled griffon. “It seems as if they were under the impression that they’d win.”

The black-armored griffon snorted. “Typical stickheads. Though I suppose I should give them some credit. They haven't fought a true marine until today.”

“Their armor proved remarkably effective against our rifles, and their energy blades are still quite potent even against our new CMC power suits,” added a nearby earth pony.

“Regardless. We have acquired what we sought to acquire, and now we have a chance to gain an edge on both of our foes,” stated the black griffon.

“But sir. Shouldn't we scuttle the base?” offered the minotaur. “It was a key research station for the great houses.”

“Would you throw away a good sword even if you found it on a fallen foe?” retorted the griffon, who glanced at the technician curiously.

The minotaur shook their head.

“Exactly,” stated the marine, his attention turning back to Twilight. “A blade remembers not its wielders. We will use their research to our advantage. Though you will tell no one of what you discovered here today.”

“Why?” inquired the earth pony.

“Because the others lack foresight,” continued the griffon, his armored hoof caressing Twilight's glass tube. “The rest of the council thinks they can win this war without dirtying their hooves when such actions inevitably become necessary. Thus it is up to us to do what must be done to preserve the confederacy and all of the free peoples of this world.”


Twilight stumbled back a step and put a hoof against her head. “What in the heck was that?”

“Twilight, are you okay? What happened?” Fluttershy exclaimed, the infested pegasus sprinting over to the other mare.

“What did you do, you oversized pile of spikes and refuse?” Spike shouted, flames spilling from the edges of his mouth.

“It's nothing,” Twilight quickly interjected. “The lurker merely showed me a memory without being kind enough to warn me first.”

The recently feral zerg merely cocked its head slightly, unbothered by the angry dragon a foot from its face.

“Are you sure? ‘Cause you felt really confused and really annoyed for a second there,” Spike replied.

“I’m certain,” Twilight answered. “I’m also certain that there was more.”

“B-be c-c-careful,” Fluttershy warned.

“I will, trust me,” Twilight exclaimed, focusing mainly on Spike.

“Whatever, just don't go too deep,” Spike remarked.

“I won't,” Twilight declared.

The infested unicorn then turned back to the lurker and reached out a hoof, coaxing it to approach her. Sure enough, the creature did just that, though it remained rather stand-offish and reluctant in its movements. In the end Twilight once more reached into its mind and began to plumb the depths of its psyche. This time she was careful not to push and instead allowed the lurker to lead her to their final destination.


Twilight was once not herself, though this time she was looking over the lurker’s shoulder rather than through its eyes. They were again in the tube and felt an incredible urge to commit violence that they were ultimately incapable of acting out upon. The numerous unicorns were replaced by individuals of many races, some of whom had horns atop their head, though none sported glowing eyes.

The iconography of the lab’s previous owners had been removed and it seemed as though some time had passed. There were also more zerg visible in other tanks, their bodies twitching with barely contained rage. Those new zerg were what captured the lurker’s attention, but not Twilight's, who was staring intently at a familiar sight.

In the center of the room and surrounded by scientists was a single tube, one which contained not a zerg, but a pony. The alicorn had no visible wounds, though she was completely still. The arrival of a griffon with familiar black feathers caused the various scientists present in the room to immediately spring to attention.

“Status?” he barked, walking straight up to the tube containing Cadance’s body. “How has our little princess been doing?”

“Well, sir, she's still dead. So, not good?” offered a technician with a shrug.

“And the DNA extraction?” replied the griffon.

“Impossible,” answered the earth pony scientist. “As you know, it degraded incredibly quickly, and tissue samples are almost completely useless.”

“How is this possible? Her body is intact,” demanded the soldier.

The pony shrugged. “We have no idea. Alicorn physiology is incredibly strange, and as you already know, about as well-studied as alicorn magic is.”

The griffon huffed angrily to himself. “What are our options?”

“Frankly? Not many,” exclaimed the scientist. “Even the most powerful necromancer in history couldn't raise an alicorn, and we barely have one capable of bringing back a small animal.”

“Infestation?” asked the griffon.

“Impossible. The cells we introduce merely slide off the dead flesh,” replied the tech.

“What about the creature the houses bred? Does it have any suggestions?” inquired the griffon.

The scientist winced and looked away. “It does… though you aren't going to like it.”

“Take me to it,” demanded the soldier.

“Y-yes, sir,” murmured his subordinate.


“She was here,” Twilight muttered. “Though dead, she was indeed here.”

“And you said it was impossible that she was alive!” Spike exclaimed.

“It's still incredibly unlikely,” Twilight replied. “Their best scientists were unable to find a solution, and even infestation was out of the equation.”

“But they still had options left to explore,” Spike retorted.

Twilight sighed. “I admit it's possible, but we should not get our hopes up quite yet. If she hasn't been lobotomized or enslaved, then she is likely dead and they merely used her body for some other purpose.”

“Still, there's hope,” Spike exclaimed, his eyes gleaming in the faint light of the moon.

“Just finish getting these guys ready for guard duty. I have a feeling like we are going to be getting company fairly soon,” Twilight muttered.

Sure enough, the radio on Twilight's armor sparked to life a moment later, and a voice could be heard.

“This is Jetstream. We got a mission. Report to the HQ for debrief,” barked the familiar voice of the confederate commander.

“Got it,” Twilight replied before shutting down the connection. “Well, that was a bit rude. I guess they didn't appreciate my threat very much.”

“They w-were being a b-b-bit mean b-before,” Fluttershy murmured.

“So what's the plan, boss?” Applejack asked.

“Applejack, Zecora, Rainbow Dash, and I will be going on this mission,” Twilight began, glancing immediately at Spike. “The others will stay here to defend the hive and ensure it grows properly.”

“But-” Spike began, only to be cut off.

“I know what you are going to say, and I am not protecting you,” Twilight stated. “You have the most important and potentially the most dangerous job out of anyone here. If the hive falls, it's game over, and we’ll have proved we can't defend ourselves.”

Spike sighed. “I hate it when you’re right.”

“You must hate me quite a bit then,” Twilight teased.

“You’re not wrong,” Spike replied with a smirk.

“Come on. We better see what Jetstream wants,” Twilight exclaimed.

“Right behind ya, boss,” Applejack declared.

Lead the way, my queen, Zecora added.

Twilight nodded and turned back to the gatehouse, her retinue forming up behind her. Together they made their way out of the half-destroyed compound and towards the confederate outpost at the top of the rise. There they were watched by a dozen or so marines, none of whom raised their weapons or even stared at the trio for too long.

“Seems as though they learned their lesson,” Applejack whispered.

Unfortunate. I would have loved to see our queen fulfill her promise, Zecora added.

Twilight ignored the comments and continued on to the headquarters, where a pair of armored soldiers were waiting for them. Adorned in their signature powered armor and wielding long, powerful-looking rifles, the duo were swift to open the door. Allowing Twilight to see inside where there was a rudimentary set of work stations along with a central map area at the center. The rest was under construction with bare support beams and cables running haphazardly all over the place.

Among the few ponies inside were Jetstream as well as her assistant, a small, short and quite young earth pony stallion with brown mane. The second Twilight took a step inside, Jetstream turned to her with a grim expression on her face.

“You have my apology for the behavior of my men,” Jetstream began. “Most are green and fresh out of basic, though that is no excuse.”

“I appreciate the apology,” Twilight replied. “I was merely making a point that if we are to work together, then we must trust one another.”

“Exactly,” Jetstream agreed. “I cannot expect you to take me at my word if I do not do the same.”

“It’s fine,” Twilight dismissed, waving a hoof. “It's just growing pains, we’ll likely face worse soon enough.”

“I hope not,” Jetstream muttered. “Now then. Our first mission is a rather small one, or at least that is my hope anyway.”

“Explain,” Twilight demanded.

Jetstream turned and nodded to her aide, who rapidly tapped away at the keyboard attached to the map display terminal. A second later, a globe appeared before swiftly growing larger, the image centering on their current location. It then shifted rapidly until it displayed a large town called Backwater Station as well as its many hilly surroundings and deep nearby valleys.

“Backwater Station and its subsidiary towns have not been meeting their food quotas,” Jetstream continued. “It's assumed by the brass that this is a simple mismanagement issue, but there is enough concern among the council that we have been tasked with checking in on them.”

“What exactly do we gotta do?” Applejack interjected.

“Check for zerg, smuggler, and terrorist activity,” Jetstream answered, straightening slightly. “The current theory is that a few ponies are hoarding what they shouldn't while others are selling crops on the black market.”

“But nothing more than that?” Twilight asked.

Jetstream shrugged. “That's just the current assumption.”

“What kind of fire power are we bringing to this mission?” Twilight pressed.

“Three squads of marines and whatever you’ve managed to muster,” Jetstream answered.

Twilight hummed to herself. “The trust of the local populace will be of paramount importance. My forces will remain here, and we alone will accompany you.”

“Probably for the best. Reports indicate that folk are getting jumpy, and I don't want some trigger-happy farmer to knock that pretty head from your shoulders,” Jetstream exclaimed with a chuckle.

“It will take more than that to get rid of me,” Twilight stated. “Now then, are we ready to move?”

“In a moment, there was some more news I thought you should be privy to,” Jetstream replied.

“Like?” Twilight offered.

“Like the fact that Pinkie Pie and her squad are on their way, along with Rarity and a significant number of reinforcements. Or so I’m told anyway,” Jetstream answered.

I assume from the tone that Rarity has yet to return to the realm of the living, Zecora pointed out.

“Rarity is still out of it?” Twilight interpreted.

“She has not moved since. Pinkie Pie is insistent that it would be best for her to come along regardless,” Jetstream exclaimed.

“She likely isn't wrong. Sitting there wouldn't do them much good,” Twilight thought aloud.

“Regardless, they should be here by the time we return from the mission. Provided that there aren't too many complications along the way,” Jetstream finished.

“Fair,” Twilight murmured.

The thump of an opening door alerted the headquarters’ occupants to the arrival of a new marine. Who stood in the entrance, his helmet dangling from a strap, allowing all to gaze upon his remarkably young face.

“Transports are prepped and ready to go, ma’am,” he offered after snapping off a quick salute.

“Right. I’ll be joining you on this mission, though we’ll have dual operational control,” Jetstream continued. “I want to stick together for the most part, but if you do break off for any reason, stay in constant radio contact. I don't want to end up accidentally firing on friendlies because of a mix-up.”

“Will do,” Twilight stated.


The vehicle thundered down the ill-used country road, its occupants constantly jostled due to the uneven terrain. Twilight remained impassive, though Zecora twitched constantly and eyed the marines across from her with naked contempt. Applejack wasn't much better, though she was primarily dealing with a stomach that refused to settle down.

“Please tell me we’re getting close,” Applejack muttered, her forelimbs springing to her face and holding back a wave of vomit from spilling past her lips.

Twilight reached out with her mind and plucked the information from the memories of their driver.

“Another few hours,” Twilight replied. “Depending on if the road ahead is washed out.”

Washed out? So we’ve actually reached these fabled valleys of plenty then? Zecora inquired.

“We are entering the surrounding lowlands, yes,” Twilight replied.

A sudden crackle from the speakers prompted Twilight to sit a little straighter in her seat.

“We’ve got some hostiles on the scope. Commander’s ordered us to dismount and engage the enemy on hoof,” declared the driver.

“Belay that order,” Twilight interrupted, activating her radio. “I’ll deal with them myself.”

“Current force estimate is nearly thirty zerg. Command advises against this action,” replied the driver.

“I will not have my first mission be delayed by such a paltry force,” Twilight retorted. “Lower the ramp halfway.”

There was a long moment of silence before the driver returned to the radio once more.

“Acknowledged. Opening hatch,” he declared.

“I’d tell you to be careful, but I’m pretty sure you can handle this,” Applejack remarked.

Show them our strength, my queen, Zecora added.

“I plan on it,” Twilight replied, flashing her companions a smirk.

The sudden rush of wind billowing into the back caused conversation to cease. The noise of the machine doubled, and Twilight was greeted by the sight of the mostly green plains beyond. Illuminated by the darkening moon, vision was minimal, though the infested mare was unbothered by this fact.

She merely waited patiently until the ramp had lowered down to the halfway point as requested. Twilight then trotted forward and leapt upward, hooves extended towards the lip of the machine. Metal met metal, and her hooves gripped tight the top of the armored personnel carrier. With a single titanic heave, she pulled herself atop it, swiftly establishing her footing on the vehicle’s roof.

“Right then, let's see where you are,” Twilight murmured.

Glancing around, she was able to see that the other transport was making its way into a closer formation from the right. In a few seconds it fell behind the one Twilight was standing astride, allowing the unicorn to gaze out over the entire field without obstruction. There she saw several groups of zerg moving to engage the transports, though it would be a while before they would be in range to properly intercept them.

“Eight zerglings with a few hydralisks for support,” Twilight murmured. “Easy enough.”

Her horn glowed, and she quickly conjured a spell, one which once unleashed turned into a bolt of lightning. This bolt slammed into the first zergling with enough power to disintegrate it utterly, leaving behind only dust. The energy then shot out to the next closest foe, turning it too to nothing more than fragments of half-annihilated bone.

The rest of the group tried to split away but they had maybe a single second before the energy bounced to them too. Most were completely destroyed outright, but the last two the bolt hit were just dazed, though severely injured. Twilight put them out of their misery with a forked bolt that blew holes through their chests and killed them in an instant.

Turning to the left, Twilight noticed that up ahead was an ultralisk, its titanic bulk causing the ground to rumble with each step. Though far off, it wouldn't be long before the convoy crossed its path.

“To be showy, or not to be showy?” Twilight shrugged. “It's not like I’ve used my magic much recently anyway.”

Summoning forth more power than before, Twilight weaved a great spell. One that took the form of a bead of black energy no larger than a marble. This small orb then shot out from the tip of Twilight's horn and flew unerringly towards the charging ultralisk.

Upon hitting the beast, nothing seemed to happen, at least at first, as it soon stumbled to a stop, its face twisting in confusion. It didn't have long to contemplate its circumstance, as its entire body was suddenly pulled inwards on itself. Skin broke, limbs shattered, and organs were turned to paste in a single horrifying second of intense gravity, killing the beast instantly. All that was left was a sphere of flesh roughly the size of a basketball which rolled down the hill before coming to a stop in the ditch.

Twilight then sent out a ping of psychic power and found that a horde of zerglings was waiting near the next turn. Positioned on a cliff-face above the path of the convoy, they were ready to leap out at a moment’s notice. Though they numbered at over twenty, Twilight considered them to be the smallest of her concerns and didn't immediately kill them.

Instead she reached out with her mind and gripped one of them at random. She then attempted to delve into its mind, but found that a barrier kept her out, one that was almost familiar in a way. It was reminiscent of her own psychic block, only this one was far more skillfully constructed and did not rely on raw strength. Worse still, the zerglings seemed to realize that they had been found out and attempted to flee. They didn't make it far, as Twilight used her magic to cause a great number of stone spikes to erupt from the ground beneath them.

Twilight didn't bother finishing off the few who survived the initial attack, her mind already wandering.

“Hmm, I wonder who you work for,” she mused aloud.