The Infestation of Equiss Prime

by Jest

Red Zone

“I still don't get it,” remarked Twilight as she rotated her armored arm in a circle.

“Do they not have a sense of decency where you lot come from?” Applejack asked in an irritable tone.

“Don't listen to them, Twilight. If you wanna walk around without your shirt on, that would be just…” Rainbow Dash smiled blissfully, “...fantastic.”

Sunset Shimmer slugged the athlete on the shoulder. “Cut it out, you.”

Rainbow Dash winced and rubbed her arm. “Jeez, calm down. It was just a compliment.”

“You must admit we’re getting a bit creepy,” Rarity pointed out.

Rainbow Dash sighed. “Oh, come on. I’m definitely not the only one who thought our visitor here is hot as hell.”

Fluttershy awkwardly cleared her throat. “Yes, well, you should still probably reel it back a bit.”

“Fine, whatever,” Rainbow Dash muttered irritably.

“I still don't understand,” Twilight remarked. “It's just a part of my body.”

Sunset Shimmer stepped forward. “It's the equivalent of walking around with your tail raised in public.”

Twilight’s cheeks glowed a faint red. “Oh. Now I get it.”

“We’re pretty much all done here,” Fluttershy interrupted. “Normally we’d have to do some calibrations, but that part isn't necessary due to the lack of a helmet.”

“A shame,” murmured Rarity. “It would have been quite a boon to have such a sophisticated set of sensors on our side.”

“At least now we don't have to worry about our biggest asset getting blown away by some random hydralisk,” Applejack remarked, shouldering her weapon.

“It's too bad I don't have time to learn how to use one of those gun things,” Twilight exclaimed. “They seem quite useful.”

“I think you have enough weapons in your arsenal already,” Sunset Shimmer deadpanned before hopping up off the ammo crate she was using as a chair. “Right then. Let's get moving.”

“Before I forget again. Rarity, how are your hands doing?” Twilight offered.

“I could use a bit more of your magic, it seems,” Rarity replied, wincing slightly.

“I’ll help you on the ride up the elevator,” Twilight stated, turning to Sunset Shimmer. “Provided that is the way out.”

“It is, though the first trip up will have to be just you, me, and Rarity,” Sunset Shimmer remarked. “Anymore and I’m fairly certain it would break under our weight.”

“I’ll try not to think of that as an insult,” Twilight teased.

---

“Fascinating,” murmured Twilight as she gazed out of the window to the helicopter. “Celestia gave me a brief bit of information on your technology, but she never mentioned any of this.”

“At least you aren't freaking out like Sunset did the first time,” Rainbow Dash exclaimed, gripping the railing attached to the ceiling. “Seriously, I thought she was going to throw up.”

“It was really fast. Nothing back home moves anywhere near this speed,” muttered Sunset Shimmer bitterly, arms crossed over her chest.

“I’m just glad that suit of yours at least has a radio in it. I really wasn't looking forward to yelling when we open the door,” Applejack stated, leaning on an enormous gun Twilight had learned could be pointed out the side of the flying machine when needed.

“That would be quite annoying,” Twilight whispered half to herself, her eyes flicking about her surroundings.

The black metal box wasn't the biggest, but at least it had enough room for Twilight to kneel in the back of it while also allowing the rest of their little squad to sit relatively comfortably amongst what little extra supplies they could bring along. There were seats enough for twice the number of individuals to join them, but Twilight knew the weight limit was low due to the bomb strapped to the side of the machine.

If she strained her ears, she could hear the distinct thumping of the second helicopter as it followed behind them. The sound of the blades cutting through the air was a strange one, and Twilight briefly wondered how difficult it would be to recreate the machine once she was back in her own world. A thought which made her wonder how much Celestia had truly known about this place and its people.

It would certainly make sense how the confederates advanced so quickly. Pony engineers being held back by stuffy nobles and Celestia’s own worries are one thing, but even that doesn't explain how far they’ve come in such a short time, Twilight reasoned. Maybe I’ll ask them if she gave them any otherworldly assistance once I get back.

The omnipresent cloud cover parted, startling Twilight out of her reverie and bringing her attention down to the world below which was almost completely coated in the weird fleshy growth that she had seen earlier before her capture. It was still somewhat patchy, but the further they went, the less normal ground Twilight could make out through the ever-present biomass.

Twisted, pulsing structures dotted the landscape, some having no doubt been built by human hands before being perverted by alien claws. Others were clearly zerg in design, made entirely from the same flesh as the creep was. These structures were bizarre, and even Twilight struggled to imagine what purpose three vats of what looked like acid could serve.

Twilight wondered if she could replicate the building techniques of this swarm, provided she spawned more creep in a different location in Equestria. It was clear from the brief conversation she had with Numbi that she might be able to do something similar. Though the weird buildings’ unnatural appearance and intimidating exteriors stifled Twilight’s planning a little bit.

There had to be a way to grow structures in a way that didn't make it look quite so horrible and downright ugly for that matter. Even still, she couldn't help but admit that it would make things easier if she could simply grow any building she needed rather than haul around raw materials. She made a note to try and pull the knowledge of construction from one of the enemy zerg if given the opportunity.

For now she had bigger concerns.

“Five minutes out,” Sunset Shimmer barked over the radio, pointing out the right side of the helicopter. “The missile should be passing us any second now.”

Rainbow Dash pressed her helmet against the window. “Ooh, I can't wait to see this. I’m still pissed I missed the last big explosion.”

“Hey, shove over, I wanna see too, ya know,” Applejack retorted, squeezing in next to Rainbow Dash.

A strange woosh sound zipped past them a few seconds later, Twilight just barely catching sight of the backside of the missile as it flew by.

“Was that it?” Twilight asked, looking down to Fluttershy. “It didn't seem that powerful.”

The scientist nodded grimly. “It is terribly powerful. Here, look. I hooked up to the cameras on the front of the helicopter.”

Twilight glanced down to the small pad in Fluttershy’s hand which now displayed the view from the front of the flying machine. In it Twilight could see the glowing end of the missile as it flew towards its distant target, the object leaving behind a nearly invisible line of exhaust behind it. The thing was tiny at this distance, and to Twilight, it looked like little more than a flickering candle soaring through the midafternoon sky.

Ahead of them, Twilight could see the compound which housed their target, as well as the small army of zerg which guarded it. Though there were a good number of them, at least hundred in Twilight’s estimate, she wasn't bothered by their presence. Rather it was the lone towering mass which stood near the entrance to the area which drew her eye.

The main stack of biomass was dominated by a spiked tube from which multiple redish sacks pulsed quietly. The whole structure twitched and shifted occasionally, scanning the sky for enemies, ready to strike them down the second it detected them. Even a glance at it made Twilight think that it was somehow imperfect, and she couldn't help but think that it should be hitting them by now.

The missile suddenly turned downwards, diving towards the enemy controlled area at an incredible speed. Its tail blazed brilliantly while its target quickly swiveled towards the projectile, spitting a greenish mass directly at the tiny rocket. Yet despite the speed at which the spore colony adapted, the missile was faster still, weaving out of the way of the cloud of spores.

Mere seconds later the missile made contact with the base of the colony, vanishing into the structure, only to explode a millisecond later in an enormous ball of fire. The windows of the helicopter rattled, the metal floor vibrated, and Twilight’s jaw hung open as she watched chunks of zerg flesh fly high into the air. She was dimly aware of the psychic dampening field returning, but that was a small consideration next to observing the carnage left behind.

The colony was utterly annihilated, now little more than a twitching, bleeding stump. Twilight didn't have long to contemplate this sudden change as a male voice rang out over the radio.

“This is Viper two two, going hot, over,” remarked thesurprisingly calm, static-filled voice.

“Viper two one, unleashing hell on the target, over,” added another voice.

A second later Twilight watched in growing fascination as scores of zerg were cut down by a hail of bullets. The loud vrrr of the gatling cannons nearly drowned out the duller whoosh of launched rockets, though the effects were much harder to ignore. Relatively small explosions rocked the area, pounding any of the larger zerg organisms that hadn't been caught in the fallout of the cruise missile’s detonation.

Immediately the slightly subdued scene of chaos turned into all out panic, with zerg surging into the surrounding areas, attacking one another or standing perfectly still. Within seconds the two human pilots had cut down pretty much any resistance to their assault. Their weapons fell silent as they continued to approach the massive, pulsating round building which sat in the center. This structure had a few dozen hydralisks sitting on the top of it, most of whom seemed to still have their wits about them.

“Open the doors, we can't risk damaging the building with our higher calibre weapons,” Sunset Shimmer barked.

“Give ‘em hell, Applejack!” Rainbow Dash shouted, clapping the much larger woman on the shoulder before taking a step back.

“As if I would go easy on these alien jerks,” Applejack remarked.

She threw open the sliding metal door, and with a flick of her wrist, shifted the minigun into place. The rush of wind might have knocked Twilight off her feet, had she not been wearing nearly a metric ton of armor. Turning away from Fluttershy’s now dark display, Twilight watched as Applejack activated the weapon and began to search for targets.

A glance out the window told Twilight that the other helicopter was doing the same thing, with its door having been opened to reveal a similarly garbed black soldier. Together the two flying machines circled around the building, their gunners unleashing a hail of bullets on the confused creatures below. Half of them were cut down before the hydralisks even managed a counter attack, though even then their fire was sporadic at best.

Most of the organic daggers bounced off the armored exterior of the helicopter, though a few of them stuck into the side. None hit anything vital however, and both gunners were able to clean up the last of their enemies before the zerg could even mount a proper counterattack. Immediately after the last one went down, the helicopters began to rise once more, maneuvering atop the three story structure with careful precision.

Twilight watched the landing area, idly noting that not a single one of the hydralisks had survived the assault, their bodies now littering the purplish green roof. On the northside of which stood the rooftop access which was unguarded and hung partially open. Evidently the flat roof had served little purpose before the community center had been revamped by its newest owner.

After the zerg had moved in, however, it had become a defensible position for a small army of hydralisks, and now it was a helipad as well as a small graveyard. Together both helicopters landed with a mix of crunches and pops, crushing anything unfortunate enough to end up beneath them.

Applejack hastily pushed the large gun out of the way before leaping out, her own weapon at the ready. The rest of their little troop filed out a second later, all save for Sunset Shimmer and Twilight who walked to the end of the helicopter. Sunset hit several buttons and prompted the back door to open up behind Twilight, startling the infested woman out of her thoughts.

“They certainly know how to kill,” Twilight remarked softly.

Sunset Shimmer chuckled. “They certainly do. Now out ya go. The black queen will eventually come and when she does, it won't matter how many spells you know”

Twilight nodded and crouch-walked backwards out of the helicopter. She nearly tripped over a hydralisk corpse in the process. She then hastily walked away from the slowing rotating blades before rising back to her full height and stretching her arms. Black soldiers fanned out over the top of the building, some beginning to unstrap the bomb attached to the underside of their helicopter.

Others moved to the edge of the building, produced long rifles from seemingly nowhere, and took up positions which overlooked the surrounding area. Twilight’s own squad was already making their way towards the access door, and she hastily caught up to them. Twilight and Sunset Shimmer had just barely taken up breaching positions before several zerglings burst through the entrance.

The dog-sized creatures didn't make it more than a foot before they were mowed down with careful precision. Twilight barely had the chance to blink before the creatures had been reduced to steaming mounds of blood and guts. After reprimanding herself for not paying closer attention to her surroundings, Twilight used her magic to toss the corpses aside.

Sunset Shimmer gave her a nod of appreciation before descending into the building, her squad close behind her. Including Twilight Sparkle, who, due to her immense size, had been relegated to rear guard duty so as to not slow them down. The former pony didn't mind this position as she was still adapting to the irritating effects of the psychic dampener which constantly plagued her.

Still, her magic remained potent, if a little dulled, and after a moment of concentration, Twilight was able to feel the minds of the zerg. For once she was glad she had guarded her own mental space so jealously over the years, as it had given her the skills she now found necessary. Without all the paranoid nights spent agonizing over her psychic barrier, Twilight doubted she could successfully guard her thoughts while seeking out the minds of others.

As they entered the stairway, Twilight focused on that connection, immediately sensing the presence of three other individuals stronger than the average zerg. She wasn't certain if it would be a good idea to probe them further, as she wasn't completely sure how strong they truly were. So with that in mind, she withdrew, noting their locations and focusing her attention on what was happening around her.

Twilight tapped her radio button. “Three coordinator minds left. None of them seem able to extend their influence past the building, however.”

“So the only organized resistance we will face are from zerg already inside,” Sunset Shimmer finished.

“Easy peasy,” Rainbow Dash remarked.

Applejack stopped at the bottom of the staircase, a hand hovering over the flesh-covered door. “Are we ready to proceed?” she asked.

“Negative. I wanna take a few readings now that we are inside,” Sunset Shimmer replied, turning to Fluttershy. “Got anything yet?”

“There is definitely magic around here,” murmured the woman as she glanced down at her datapad. “It's definitely not the same kind as our Twilight has. It almost looks… chaotic. For lack of a better word.”

Sunset Shimmer hummed thoughtfully before turning to the towering armored woman standing on the landing above her. “What do you make of this?”

Twilight summoned her own magic and raised her hand, scanning the immediate vicinity for anything out of the ordinary. “Feels like chaos magic, only… different,” she replied.

“How so?” Sunset Shimmer questioned.

“You know how chaos magic is so finicky, right? Like, the stuff is impossible to contain for more than a second,” Twilight began. “Yet there is a pool of the stuff just sitting to our north.”

“That is one of the last known locations of one of our targets,” Rarity offered.

“As well as where I can sense one of the minds,” Twilight added.

“Well, I guess we know where we are going first,” Sunset Shimmer stated, raising her weapon. “Remember, Twilight. You just make sure no one sneaks up on us while also monitoring the area. Should we find anything big, we’ll leave it to you and focus on mopping up any of the stragglers.”

“Got it,” Twilight exclaimed.

A chorus of agreement came over the radio, each one of their squad expressing their acknowledgement of their current orders.

“Command, this is Wonderbolt one. We are beginning our insertion,” Sunset Shimmer stated. “Proceeding north to one of the primary targets, over.”

“Good luck, Wonderbolt one,” exclaimed a slightly staticy female voice. “You got fifteen minutes before it hits the fan, so move quickly, over.”

“Acknowledged, over,” Sunset Shimmer replied before turning to her squad. “Let's get moving.”

Applejack nodded and, after taking a step back, rammed her boot in the center of the flesh-covered door. Wood and mucus went flying everywhere, the exit exploding outwards and leaving behind nought but splinters. On the other side stood two very surprised zerglings, one of whom immediately got a face full of buckshot, its top half reduced to a spray of red and purple.

The next closest zergling didn't last much longer as Rainbow Dash buried a knife into its head, and then used the next two seconds to stab it another thirty-six times just for good measure. It was over in an instant, and like a well-oiled machine, the squad continued to move without having to utter a word to one another. Rarity and Sunset followed behind them, each one checking their corners before continuing on into what looked like an office.

Unlike the stairwell which was only partially covered in the strange fleshy growths, in here every possible surface was coated in the stuff. From floor to ceiling, every last inch pulsed and twitched, as if it were a single enormous living thing. It writhed bitterly, the very building seemingly irritated by the human presence that had infiltrated it.

Twilight half expected to feel a twinge of revulsion upon seeing how truly alien the interior was, yet she felt oddly calm at the moment. Her feet felt lighter, her mind less troubled by her recent woes, and even the mild headache which had begun to build was now gone. Putting those thoughts out of her mind for the moment, Twilight followed after the rest of the squad as they worked their way through the offices.

The sound of gunfire was nearly constant, but Twilight could tell just from listening that it wasn't desperate, and that no one was in danger. There didn't even seem to be any enemies worth their time, as the zerglings were easily mowed down before they could even get close. The lone hydralisk they crossed didn't even seem to notice the squad before it got one of its arms blown off by Rarity.

After that it lived for only a few seconds before Applejack removed the majority of its head off with a blast from her own weapon. Twilight didn't notice any of this, and instead reached down and plucked a dismembered zergling from off the ground. Though it was missing all four of its legs, the creature snapped its jaws uselessly at Twilight.

Twilight reached out and tried to grip the zerg’s mind, only to be met by a wall of psionic power as strong as her own. Upon bumping into the barrier, Twilight immediately knew that whoever had created it was in the center of the building. She also knew that the instant that individual was struck down, Twilight would be the sole remaining creature with enough will to take control of the remaining zerg.

“Are you coming?” asked Fluttershy who stood across the room from Twilight.

The infested glanced past the array of chest-high cubicles to where Fluttershy waited patiently at the lone exit. Weapon in hand, the armored girl seemed oddly nervous, and Twilight could tell she was watching her closely from behind her jet black visor.

“I’m coming,” Twilight replied.

A short squeeze was all it took for Twilight to crush the poor alien’s skull, ending its life before flicking her wrist and tossing it aside. She then wasted no time in following after Fluttershy, though the infested woman got the distinct feeling that the scientist was slightly disappointed in her. Together they wasted no time in exiting the office area and entering what seemed to be a cafeteria.

Where the rest of the squad had already cut down what minimal resistance had been waiting for them there. Dead and dying zerg lay scattered all across the surprisingly large room which doubled as a break area complete with couches. Purplish-green flesh covered everything, including the exit, which now resembled a bizarre looking orifice of some kind.

“Rainbow Dash, you’re up,” Sunset Shimmer commanded.

“Hell yeah, let's get this party started already!” Rainbow Dash eagerly exclaimed, drawing forth a grenade from her bandolier.

She then lobbed the orb up to the exit before taking several steps back in order to stand amidst the rest of her squad. Who were bracing themselves behind tables, chairs or pillars, whatever looked tough enough to catch any possible shrapnel. Twilight took no such precautions and simply raised the larger of her hands to guard her eyes against the flash of the explosion.

A second later a dull boom echoed throughout the room, followed by the screech of enraged zerg. With all guns pointed to the entrance, the now charging beasts had little chance to make it more than a few feet before being cut down. Only an injured hydralisk made it all the way through the doorway before getting cut in half by the concentrated fire.

With a wave of her hand, the dead were swept aside, and Twilight motioned to the exit. “After you,” she offered.

“Thank you, darling. You have no idea how irritating it is to have to stumble through a pile of bodies every few feet,” Rarity exclaimed.

Twilight chuckled. “Well, at least I’ll save you guys some time if nothing else.”

“Don't forget were on the clock, people,” Sunset Shimmer called, sprinting towards the door. “We need to head for that chaos magic and find out what the black queen has been cooking up.”

“Right,” Applejack replied before shouldering her way through the dripping remnants of the exit.

The rest of the group followed close behind, with each member taking their position in a quick and orderly manner. Twilight was the last into the room, and thus missed a good chunk of the fighting that had happened immediately after breaching. A pulse of her magic turned into a ray of flame, immolating a zergling which had been sneaking up on Applejack.

With that done, it seemed as though the others had the situation firmly under control, allowing Twilight to look around. The first thing she noticed was just how much the space had opened up, with the ceiling going all the way to the roof. Just as she had been told, the area was quite large, and dominated the majority of the community center’s interior space.

To the left Twilight could see that there were several entrances to what had apparently been a hockey rink at one time. While to the right there was a large auditorium in addition to what was the curling half of fame for this state. Twilight cared very little about the later, as the former contained within it another powerful mind surrounded by dozens of others.

No matter how impressive the individual mind may have been, it was the final being she detected which grabbed Twilight’s attention.

As it was the one which sat within the circular building at the center of the community center. The two story structure contained the bathrooms and more office space which lead up into several board rooms on the floor above. It was there that Twilight could sense the oddly familiar thoughts of a very powerful psychic entity.

This central area was also completely covered in a much thicker and almost completely bone white fleshy exterior which shimmered in the low light of the dully lit community center. Just glancing at the strange material was enough to tell Twilight that they wouldn't be getting through it in a timely matter. With no doors visible and no easy way in, she wondered how they could reach their final target without a lot of explosives.

Sunset Shimmer reloaded her weapon and approached Twilight. “What do you make of it?” she asked, gesturing to the central pillar.

Twilight frowned as she used a spell to scan the strange barrier. “Whatever it's made of is conducting psionic energy which is in turn being supplied by what I assume is our other two targets.”

“So when we take them out, boom, we’re in,” Applejack inferred, brushing chunks of dead zerg off her shotgun as she approached the pair.

“Though we could simply incapacitate them as well,” Fluttershy interjected.

“We may not have time, but that would be preferable,” Sunset Shimmer remarked. “We’ll cross that bridge when we come to it though.”

“Hopefully we don't have to rough 'em up too bad,” Rainbow Dash exclaimed. “Cheerilee was always my favorite teacher.”

“We don't know fer sure that she's here,” Applejack replied.

Rainbow Dash shrugged. “A girl can hope.”

“Cut the chatter, and let's get moving. I don't know about you, but I don't wanna be down here when our ride leaves or that bomb goes off,” Sunset Shimmer barked.

“Right, rink’s first then. I don't like the feeling of that chaos magic,” Twilight added.

Author's Note:

If you want to read the next updates for my biggest stories at the begining of the month rather at the end, or want to get a commission from me as well as access to patreon exclusive content, and the chance to submit story requests every month, head over to my patreon!

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out!
Or just join the discord to ensure that you dont miss an update.
This update was made possible by the wonderful support of readers like you: John, MestreJ, Starless, Gear Change, DioKyo, Tacocat598, Canary in The Coal Mine, Ceepert, Doomgoey, Tiwake, Vigilant Watch, Joshua, Nfreak, Facinus, M, John, Rhys, Corey, Blade Tech, Mephia, Peter, Apollyon, Nightwing, 浩民 簡, Hannibal, Dragon's Sheperd, BeenMcsqueen, Mop Hop, Dale, Xvos, Nathan, Octavia and Lowbar, Lich lord krosis, Prysm, Mike, Astor, Travis, Soundtea, Menthol Qtip, Craig, Mirvra, Ivar, Pacsik, Kali, Makani, Steven, Fiamgoku, free, GruB, Todd, Megatyrant.

Comments

[Asolem2]

“I think you have enough weapons in your arsenal already,” Sunset Shimmer deadpanned

One can never have enough weapons in their arsenal

[ponepony]

There had to be a way to grow structures in a way that didn't make it look quite so horrible and downright ugly for that matter. Even still, she couldn't help but admit that it would make things easier if she could simply grow any building she needed rather than haul around raw materials. She made a note to try and pull the knowledge of construction from one of the enemy zerg if given the opportunity.

I'm sure she can cast illusion magic all over the building to cover it up.

Do the buildings grow instantly, or like trees?

[tsaukpaetra]

It's Blueblood, isn't it?

[JawsOnYou67]

So either the Zerg aren’t able to access their usual material to produce the kind of broken armor that can shrug off one or two gauss rounds or ya forgot. I have noticed they seem much weaker in both worlds compared to how they canonically are.

I can’t wait for Twi to get her own hive and play around with building her own Zerg family.

[44burn]

I wonder if Black Queen Twilight is trying to make a magical variant of the first spawning pool.