• Published 18th Aug 2018
  • 14,252 Views, 2,147 Comments

The Infestation of Equiss Prime - Jest



The queen of blades has launched her newest weapon, a ship designed to infest an entire planet in secret. Unfortunatly for her, this ship vanished after launch and crash landed on a distant world filled with colorful ponies.

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Troubled Dreams

Night’s cool touch graced the land, and the halls of Canterlot Castle had grown quiet as the hours crawled by. Silver Bulwark stood silently beside her charge’s door, leaning heavily on a spear she had been forced to carry. The aged mare sighed, shifting away from the room, only to move back, trying to wake up the foreleg that had fallen asleep while she was staring off into space. The last hour of her shift was always the most difficult, and though she fought valiantly against the grip of exhaustion, she could feel that her age was certainly not aiding her in this fight.

The mare shook her head and forced her thoughts towards some topic that would help keep her awake and get her brain do something for once. After a few seconds of thought her mind inevitably returned to contemplating the recent melancholy that had overtaken her charge. It was a strange sort of sorrow, as it seemingly came out of nowhere, one day the filly simply wake up and didn’t answer Silver when she said good morning. Though not terribly strange in itself, Twilight had been diligent about being polite and always responding enthusiastically to the guard’s morning greeting and this absence struck Bull as odd. Twilight’s melancholy only seemed to grow over time, despite Silver Bulwark’s attempts to defuse the lingering feeling.

She glanced over at the door, and not for the first time considered simply marching in there and demanding to know what was wrong, but after a few seconds of thought she knew it was not her place to do something so bold. Shaking her head once more, the mare made a note to really drill the filly in the morning, and hopefully even manage to shake loose whatever cloying thought continued to bother the young pony. But that was a thought for another time, now she needed to focus on the blank, empty expanse that was this stupid, boring hallway.

Silver Bulwark sighed. “It's going to be one of those nights, isn't it?”


Inside the room, Twilight Sparkle lay under her soft covers, the edges of her blanket having been pulled up around her body, forming a sort of cocoon of blankets that normally seemed to make Twilight’s mind rest easy. She wasn't sure if it was the way the blankets caressed her body with their soft warmth, or if there was some part of her that found the cramped space comforting, but what she did know was that tonight, it was not working.

With a sigh, the filly threw her hooves out, wondering what had gone wrong with her blanket cocoon. It had worked wonders helping her sleep over the past month and a bit, ever since she saw that shooting star…

The filly gulped, pulling the blanket up to her nose and forcing the thoughts away, or at least trying to anyway. Memories that she had tried desperately to suppress now returned to her mind, reminding her of something she dared not even dream of.

She thought of the change, the way her guts seemed to move around inside her body and though she had been distracted by pain and discomfort at the time, her memory had no such blocks in place. The filly clutched her belly absently, finally managing to force the memory away and turned onto her side.

She wasn't sure why she was a freak, but something had happened to her, something before the rainbow and her entrance into Celestia’s school. But what exactly that was seemed to elude even her newly enhanced memory, the memory having become vague and blurry when she tried to think back to that night she had seen a falling star.

Then there were the dreams, the voices, and the creatures… The filly shivered, giving her head a firm shake and slipping even further under the covers, wanting nothing more than for the angry, nasty thoughts to simply go away.

As she lay there, wishing desperately to be left alone, the breeze flowing gently through her open window seemed to pick up slightly, gaining an almost musical quality to it. It had no beat or harmony, or any real flow to speak of, but after listening to it for a few seconds Twilight knew it indeed was music, though not any kind she had ever heard before.

Her thoughts quieted, her memories came less readily, and for a moment she smiled faintly, feeling the cool embrace of sleep begin to creep up her spine.

What usually took many long minutes took only seconds, and just like that, the pony was whisked away to the land of dreams, the strange, unearthly song carrying her away. The last thing Twilight thought of before sleep claimed her was a word of thanks to whatever entity had heard her pleas and released her from her own mind’s torment.


Opening her eyes, the filly found herself greeted by the sight of soft brown of aged wood and a thin stream of light pouring through the window at the other side of the room. With frantic hooves Twilight tore the bedding from her body, tossing it aside and hopping to the floor of her childhood room, eyes wide.

“I’m home,” she whispered softly, relief flowing over her.

Though she never admitted to feeling homesick, she did occasionally feel the pang of regret that came with leaving her home behind. Being here, with the warm carpet beneath her hooves, fixed all of those lingering feelings of regret and homesickness.

With a smile overflowing with mirth on her face, Twilight threw open the door to her room and dashed out into the hall. Turning right, the filly quickly reached the door she was looking for and gazed up to find all the same posters she had come to expect. Pictures of ancient heroes were intermingled with ads for the royal guard as well as Shining Armor’s favorite hoofball team, making an interesting collage that displayed the colt’s many passions.

Lifting a hoof, the filly banged hard on the door. “Shining Armor, come quickly, a terrible monster is chasing me!” Twilight giggled, hopping from hoof to hoof as she heard her brother groan behind the door.

“Tell the monster to come back in an hour,” he half muttered, half yelled.

“I can't! It's going to get me!” Twilight yelled back.

“Augh, fine.” The colt groaned.

“I’m going to hide in the castle! Hopefully the monster won't be able to find me there!” Twilight yelled back, barely holding onto a giggle that threatened to slip past her lips.

All she got in return was a grunt, and the sound of four hooves hitting the floor.

With her playmate now awake and ready to join her, Twilight turned around and sped off, hopping down the stairs two at a time. Hitting the landing at a run, the filly deftly turned and leapt down the last few steps and took off running. The living room and kitchen sped past her as she ignored the usual sights, sounds and smells that came with her house in morning.

Exploding into the backyard, Twilight flew through the doorway, giving her barely enough time to pass through the portal before she leaped into the backyard. The filly slid across the dew covered grass, making it a few feet before she finally managed to slow down.

Unable to hold back her glee a moment longer, the unicorn let out an excited burst of laughter as she breathed deep of the crisp morning air. Doing a slow circle, the filly took in the sights and sounds of her backyard before finally turning to her treehouse and looking up at the structure in all its glory. It stood tall, painted white to resemble Canterlot castle and was complete with a small tower and battlements that rose from one corner of the structure.

With dexterous hooves, the filly climbed up the ladder, making her way into the tree fort and looking around at the pillows, blankets, books and other toys and games that littered the room. Her father had, of course, reinforced the small structure with a few enchantments to make sure the fort was warm and comforting at all times, which meant the filly no longer had to fear the cruel touch of the morning breeze.

Making her way over to the corner, Twilight hopped up another ladder, making her way up to the solitary tower and peeked out through the hole in the top. Staring down at her yard below, Twilight found herself able to see not only her own backyard, but also the yards of her neighbors, and even her neighbor’s neighbors.

The filly watched closely as a small dog zipped around the yard directly behind her own, watching the canine as he chased a rodent scurrying beneath the grass. Twilight chuckled, only looking away when she heard the back door open to reveal a yawning Shining Armor. The colt was clad in his signature cardboard armor and held his cardboard longsword, Foe Ender in one hoof.

“Oh no, the monster is still after me! Save me, Shining Armor!” Twilight called down from the tower.

The colt shook his head and chuckled. “Yeah, yeah. I’m coming.”

Twilight watched her brother trot over to the base of the treehouse before Twilight giggled and climbed back down the ladder and out of the tower. Eagerly hopping from hoof to hoof, Twilight waited until she saw the tip of her brother’s horn peak out over the lip of the entrance before gasping.

“The mean monster is in here, Shining Armor!” she called, scampering back and pretending as though some great creature was in the other corner of the room.

Her brother hoisted himself over the side, sword held in his teeth. Levitating his sword with his magic, the colt looked around dramatically, eyes narrowing as he peered around the room. “Where is it? I don't see it!”

Twilight restrained another giggle before pointing at the corner to her left. “The dragon is right there! See it?”

Shining Armor nodded, his gaze narrowing. “I see the foul creature! Have at you!” The colt swung his cardboard sword at the invisible monster, pretending to grapple with the beast for a few seconds before stumbling back.

“It's too strong!” he shouted.

Twilight pointed a hoof at the creature’s midsection. “It's got a weak spot over its belly!”

The colt’s eyes narrowed. “Good job, Twilight! Hold tight while I slay this foul creature.”

The filly giggled, nodding her head and pretending to hide and watch as Shining Armor dueled with the invisible monster. Shining Armor ducked under a claw swipe before delivering a follow up swipe from his sword, slicing across the dragon’s belly and making it stumble backwards.

“You got it now, Shining Armor!” Twilight yelled.

Shining Armor smirked, flashing his sister a winning smile. “Was there ever any doubt? Now stay back while I defeat this monster once and for all!”

“Watch out, it's using its tail!” Twilight added, pointing to Shining Armor’s right.

The colt jumped in the air, narrowly dodging the tail swipe. “Good eye!”

Lowering the visor on his cardboard helmet, the colt jumped forward, brandishing his sword in a flurry of wild strikes that drove the beast back. Scoring a decent hit on the dragon’s midsection, the creature reared back, hoping to finish things with a-

“Fire breath! Watch out!” Twilight warned.

The colt reacted quickly, putting up a bubble over himself and saving his hide from being scorched by the dragon’s fiery breath. When the dragon’s wrath stopped Twilight hopped forward, punching a hoof at the dragon’s face. “It ran out of breath, now's your chance!”

Shining Armor nodded grimly before dispelling his shield and charging forward, yelling bravely as he plunged his sword into the beast’s belly, making it fall over, utterly defeated. The colt struck a pose, with his sword raised high, one hoof on the imaginary dragon’s belly, and a proud look on his face.

“You did it, Shining Armor!” Twilight giggled. “You saved me!”

“All in a day’s work for the royal guar-” His eyes widened and he turned to his sister, sword pointed directly at her. “Wait, there's another one!”

Twilight blinked, looking around. “I don't see another dragon. Where is it?”

The colt’s sword gleamed in the soft light of the tree house, his armor reflecting the gaze of the sun. “Don't play games with me, monster!” He jabbed his sword forward, narrowly zipping past the filly’s cheek and drawing a thin line of blood that cascaded down the filly’s face.

Stumbling backwards, Twilight reached out to grab her cheek, tears already beginning to form. “B-but, I’m the princess,” she stuttered.

The colt drew his sword back, flicking the blood off and splattering it over the floor beside him. “You aren't fooling anyone! The princess doesn't have glowing eyes or whatever it is that's growing out of you.”

Twilight blinked, summoning a mirror with her magic and finding herself looking not into the normal eyes of her former self, but her glowing orange ones. “N-no. This can't be.” She looked on in horror as two extra scythe like appendages waved menacingly from her back, the flesh around which a strange distortion of her natural purple coupled with grotesque looking green.

“Be silent, creature!” Shining Armor boomed, stepping forward and forcing Twilight back. “You are no princess, the true Twilight is right behind you.”

“N-no. I’m -” Twilight began.

“I’m Twilight Sparkle,” a voice announced.

The monster turned, only to stop and stare in horror as she found herself looking into the eyes of her old, unchanged self. Unblemished by the recent changes Twilight had gone through, this filly stood tall and proud, her cutie mark lacking the orange stars that the monster’s had.

Anger burned hot in the monster’s chest “You are not! I’m Twilight Sparkle!” Or at least that's what she tried to say, unfortunately her voice had become strange, and distorted, as if her vocal cords were not intended to speak Equish.

“Zerlight Swarmle?” Shining Armor recoiled in disgust. “What a truly foul name for a truly foul creature.” He pointed his sword at the monster and smiled confidently. “No matter! I shall defeat you like every other monster that threatens the princess!”

The princess smirked, stepping closer to Shining Armor. “Oh, thank you, Shining Armor,” she whispered huskily, placing the stallion between her and the monster. “I just knew you would save me.”

The monster recoiled as if struck, barely aware of the strange music coming back, only for it to be unable to pierce the terror and confusion that flowed through the monster. “You have to listen! I’m Twilight Sparkle, that thing is actually the monster!” the monster yelled.

Shining Armor chuckled, shaking his head. “You really don't get it, do you? Just look at yourself, you are no princess, you are not even a pony and every second I look at you I become more and more disgusted by what I see.”

Shining Armor raised his shield, the perfectly polished steel reflecting the grim visage of the monster back on herself. “N-no,” the monster sputtered, her glowing eyes going wide at the sight looking back at her.

Thick purple scales covered the monster’s body, the foreleg she had previously broken was now huge, with a massive clawed hand sprouting from the base, replacing her hoof. Stepping backwards, the monster’s jaw hung open, giving her a perfect view of the two rows of serrated teeth now resting in her mouth. “This is wrong! I’m not a monster, she is!” the monster boomed, one of the scythe like appendages on her back pointing at the smirking, normal looking filly standing behind Shining Armor.

The colt shook his head. “Truly you are the most deluded creature I’ve ever met.” He clanged his sword against his shield and stood tall, taking a menacing step forward. “Putting you down would be a mercy.”

The monster continued to back up until finally she ran out of room and her back hit the wall. “P-please, Shining Armor, it's me, your sister,” the monster sputtered, tears crawling down her altered face.

Shining Armor set his jaw and raised his sword. “My sister is right beside me. You are little more than a poor, deluded freak of nature.”

The last thing the monster saw was the gleam of steel as her brother’s sword came down on her, before a pulling sensation suddenly sent her mind reeling. She expected to taste the bite of Shining Armor’s sword but after several terrifying seconds and nothing happening she opened her eyes, all eight of them. The monster blinked several times, taking a second to get used to the extra eyes she had suddenly gained.

A sudden sense of wholeness, pride and worry welled inside her and for a moment she wasn't sure what was happening. Then, the voices returned, this time they were not the tide of guttural sounds like last time, the primal sound being replaced by what seemed like words, but not in any language she had ever heard before. Yet still, even though the monster couldn't tell what they were saying, she seemed to understand what their intentions were.

“Where am I?” the monster muttered, raising one of her forelegs only to recoil when she realized it was a long, four fingered hand that was unlike anything she had seen before. “What the heck?”

The chittering noise increased in volume, evidently becoming more excited by the second and only growing louder as the monster turned and looked out to where the rest of the strange chittering speak came from. Her jaw hung open as she looked down over a small army of strange, mismatched creatures that looked like they came from the deepest depths of her nightmares.

Most were small, strange looking creatures like the ones she had imagined eating Mister Blueblood, but there were also a few taller, more slender creatures that were far larger and far more terrifying among them. They were for the most part a patchwork of green and purple flesh that seemed almost haphazard in appearance, with extra scythe-like limbs and strange appendages she had no names for appearing all over the creatures’ bodies. Yet despite their disturbing nature, the monster felt no fear, indeed she felt almost a sense of pride when she looked down on them, but that feeling was marred by guilt and it took a few seconds for Twilight to understand why.

The creatures’ forms were imperfect for the lack of a better word and were covered in what could only be described as abnormalities. Some of the smaller creatures lacked eyes, or their legs were too short, while others were too long. The taller creatures were stranger still, and were sometimes outright missing arms, or had grossly malformed heads, among many other random and uncomfortable mutations.

A surge of pity welled within the filly and she reached out, caressing the closest creature with one of her strange, four fingered forelimbs. The creature shuddered, chittering happily and rubbing itself against her leg, drawing a smile to the monster’s face. She wasn't sure why, but she felt bad for these creatures, and though she wished she could do something, a part of Twilight knew this was impossible.

“These are your children, aren't they?” Twilight whispered softly, gently rubbing the top of the small four legged creature’s head.

The answer was a short burst of chittering noise that Twilight knew meant yes. “Something went wrong, and they… they are hurting, aren't they?”

Again, the same burst of chittering noise responded, making Twilight sigh. “I’m so sorry.”

Whatever creature she now inhabited didn't seem to notice, and was busily mentally chittering away at someone to her left. Twilight blinked, turning their head towards where she felt the creature was trying to point her. “Who…” Twilight’s jaw hung open, instantly noticing the familiar shape of a pony standing to her left.

Only it wasn't quite as familiar as Twilight first thought as one side of its face was replaced by the same strange features as those of one of the smaller creatures. Purple flesh grew over the normally fuzzy face, replacing the grey fur that usually covered the pony’s features with more of the not quite scale-y substance that covered the strange creatures’ bodies. Its mouth had a mandible over one side of her jaw and a pair of small claws emerged from the pony’s chest. The half pony creature smiled up at her, its one glowing eye looking directly at her while its normal eye was pointed off to the left somewhere. It spoke excitedly, its mouth moving rapidly as it spoke, yet Twilight couldn't hear anything over the sound of the chittering noise coming from all around her.

“What are you saying? I can't hear you,” Twilight muttered, watching closely as the excitable young pony hybrid frowned before flapping its wings and flying up to Twilight’s face.

The pony’s mouth continued to move, yet still Twilight couldn't hear what the pony like creature was saying. Leaning closer and trying to open her ears more, Twilight caught only the scrap of a single sentence. “-Too fast, she's not ready.”

“Not ready for what?” Twilight asked, watching closely as the grey coated pegasus monster reared back in shock, revealing three strange green bubbles that adorned her flank where her cutie mark would be.

Twilight opened her mouth to speak again, wanting desperately to figure out what was going on, only to feel the return of the same pulling sensation that had brought her here. Only this time the feeling came in the reverse. The strange sensation shoved her out of the creature’s mind and back through the void, making Twilight feel as though she were floating in some sort of space between space. For a second the creature she had been inhabiting seemed to reach out, trying to catch Twilight, but the pony fell too far too fast and it was too late. The creature’s efforts were in vain and she was forced to watch as Twilight slipped out of her grasp.

Tumbling through the void, Twilight found herself filled with an immeasurable number of questions, her mind struggling to come to grips with the strange sights she had beheld. Then, just when she began to worry she was trapped in this space between space forever, feeling suddenly returned to the pony and her eyes shot open.

“Wait, what?” Twilight muttered, now finding herself looking up at the ceiling of her room in the castle.

Turning over, Twilight glanced at the clock on her end table which read four twenty-five. The filly flopped back onto her back, her limbs splayed in all directions, her moist blankets clinging to her sweaty body.

“Was it just a nightmare?” Twilight wondered aloud.

The first part was definitely a nightmare, but the second half didn't seem like any dream she had ever had. It was too real, too well detailed, as if she really were inside the head of some enormous creature. Even though a part of her mind was sure that last part was not a dream, she couldn't even begin to imagine how that had happened or where she had been transported. As far as she knew, you couldn't just fly into something else’s head and look through their eyes, no spell or magical item she knew of could do such a thing.

The filly rubbed her eyes and tried to force away images of the nightmare, pretending as though what had just happened, had not. This is crazy! I was not in some monster’s body! Twilight berated herself. That's nuts and impossible!

Feeling a little better about herself, the filly opened her eyes and tossed aside the blankets, making her way over to the bathroom. “Yeah, this is all just stress from the doctor and the…”

She stopped, her gaze having lingered over the mirror and the strange sight therein. For a moment her mind went back to the strange image of the enormous monster she had been in her dream, then it was gone, replaced by her semi-normal glowing eyes.

The filly shook her head, chuckling nervously. “Just a trick of the light. Yeah, that's it.”

Shaking her head, Twilight made her way into the bathroom, poured and drank a cup of water, and turned back to bed. Using her magic, the filly quickly aired out her sheets, using a spell she hadn't had to use since she was young, and hadn't had the bladder control she now had.

With her sheets clean of sweat, the filly slipped beneath them, quickly finding the groove she had made and settled in. After almost a minute of lying there, the filly sighed, pressing a hoof against her forehead. “It was just a dream, you are not going crazy.” She lay there a moment, wondering if she should tell Celestia or her therapist, only to quickly shake her head. “No, they’ll think you lost your marbles and might send you home!”

Twilight turned over, tucking the blanket in closer as she tried to force herself to sleep.

Several minutes later she rolled onto her back, and stared up at the ceiling, her mind entertaining a rather grim possibility. “But what if it did actually happen?”

Author's Note:

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This update was made possible by the wonderful support of:
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