The Infestation of Equiss Prime

by Jest

Complications

“And you’re sure this is going to work?” Fluttershy whispered somewhat apprehensively.

“Do you doubt me?” Twilight retorted, hands glowing faintly.

“Well, no, but…” Fluttershy trailed off.

“It does seem a bit out there,” Applejack remarked.

“Do you have a better idea on getting past that horde?” Twilight replied, gesturing towards the large warehouse-like space which housed nearly a hundred zerg.

Ranging from the humble zergling to the towering ultralisk, the aliens were clustered in small groups in a sort of stasis. Their eyes were closed, though their bodies remained upright while a number of rat-like zerg scampered around them. These smaller bioforms looked a lot like zerglings, though they were slightly furry and had two large fangs jutting form their mouths. They seemed to be patrolling the area and stopped occasionally to sniff the air before turning around once again.

“It will be fine. Trust me,” Sunset Shimmer exclaimed in a low tone.

“Fine. But I still don't like this,” Rainbow Dash murmured. “And I think I should be able to just fly over them.”

Twilight rolled her eyes. “We went over this, it's too loud. Which is why I’ll be teleporting after you.”

“I’m sure it will be fine, darling,” Rarity offered.

Twilight raised her glowing hands high before fanning her fingers and pointing them at her friends. Who all lit up with a faint purple light before returning to normal a second later, with nothing seemingly having changed.

“I don't feel any different,” Applejack deadpanned.

“Follow my lead,” Sunset Shimmer exclaimed before walking straight from the fleshy ground to the wall and then the roof.

“Right behind you, Sunset,” Fluttershy added, clambering after her friend with only minor difficulty.

“This is easier than it looks,” Rarity exclaimed as she too walked up onto the roof above them.

“You two going to join them?” Twilight encouraged.

“Hurry up. I don't want all the blood to rush to my head,” Sunset Shimmer whispered as loudly as she dared over the radio.

“Here goes nothing,” Applejack murmured, awkwardly walking up the wall and almost falling in the process.

“I wish I could just fly over,” Rainbow Dash muttered before following.

She stumbled briefly before catching herself and slowly making her way next to her friends. Who, upon seeing that they were all ready, moved towards the doorway which led from the odd pump-like room they were in now to the space beyond. With slow, deliberate motions they mounted the upside down doorway and proceeded into the warehouse.

Which seemed to be at least partly made of wood now that Twilight was paying attention, and she could even see a few old shelves. Though most had been destroyed, and the space itself reconstructed to serve as a staging area for a minor army of zerg, small parts of the original structure were visible. A few old windows could be seen, though they revealed nothing but more zerg flesh or the odd bone-like structure.

Twilight turned her attention away from the room itself and up to where her friends were clambering through the metal struts that supported the ceiling. The process was a slow one, given how much fleshy obstructions stood in their way, though they were at least quiet. Each member of the group was patient and took their time maneuvering past the various barriers.

Now alone, Twilight was quite aware of just how noisy the odd structure was. Fluid pumped through unseen veins, and sections of the wall heaved as if breathing deeply. It all drilled home the fact that this building was itself a living thing, though Twilight doubted it was truly sentient.

Directing her attention back to her friends, Twilight noticed that they were nearing the other side and that they had remained undetected. None of the ratlings, as Twilight had named them, had noticed her friends, nor had they even turned their attention skyward. Without any surprises in their way, the group had made relatively quick progress, though something nagged at Twilight.

“What is… Fluttershy!” Twilight exclaimed, her attention going to the medical pack which was hanging upside from the medic’s belt.

The black box had evidently not been designed to be flipped upside down, and with Twilight’s enhanced sight, she could tell that it was about to give. Extending her magic, Twilight realized that they were just out of range of the spell, as was her psionics. For a moment she considered teleporting early, but deduced that there was simply too little time.

Fluttershy, your medical supplies! Twilight mentally shouted, ignoring the potential consequences of doing so close to other zerg.

Fluttershy spun around, inadvertently applying more force on the strap and snapping it in the process. Without anything holding it, the pack flew towards the ground before being stopped by an invisible force. The medic then drew her hand back, reeling the object into her waiting grasp and letting out a sigh of relief.

“Damn, that was close,” Twilight muttered to herself before charging her spell.

As she waited for the magic to gather, Twilight scanned the factory floor and was relieved to find that there were no changes. With that bit of good news in mind, she weaved the correct runic pattern and was whisked away in a small flash of magic. Reappearing across the warehouse, Twilight landed with a small plop on the oddly wet ground.

Around her, the other members of her squad were clambering off the walls as best as they could. Rainbow Dash immediately fell to the ground, clutching her head, while Applejack shook herself vigorously.

“I hope we never have to do that again,” Applejack muttered.

“I feel oddly violated,” Rainbow Dash whispered while hugging herself.

“Oh, get up,” Sunset Shimmer exclaimed. “Just be happy we dodged a bullet.”

“How much further do we have to go, darling?” inquired Rarity.

“Not super far. I’ve been able to detect a more powerful zerg biosignature a floor below us, which should give us more answers. Unfortunately, we’ll have to go through a narrow choke point to get there,” Twilight replied.

“Which means more fighting,” Fluttershy muttered sadly.

Rainbow Dash leapt up from a sitting position, a grin visible behind her helmet. “Alright. Now that's what I’m talking about.”

“Any trouble between here and there?” Sunset inquired.

“Unlikely. Most of the corridors are narrow, meaning resistance will be light, if we even meet anything at all,” Twilight replied.

“Good. I wanna keep fights to a minimum, lest the black queen find our location,” Sunset Shimmer remarked.

“Shall we?” Rarity offered, gesturing towards the curving fleshy hall.

“Right, let's go,” Sunset Shimmer declared.

---

The small group all peered intently at the glass panel levitating above Sunset’s open palm. In it they could see that the stairwell which lay just beyond a nearby door was filled with zerg creatures of all shapes and sizes. The steps themselves wrapped around the walls, stopping at three large landings that were all well-fortified.

Hydralisks stood ready, their shoulders pointed towards the larger entrance at the bottom floor. A pair of ultralisks stood sentinel nearby, while numerous zerglings filled nearly all the empty space between them. There were even a few zerg fliers, mutalisks, which floated lazily, their tails aimed downward.

“What are we waiting for? We have the drop on them,” Rainbow Dash whispered.

“It isn't that easy,” Twilight countered. “Each of those landings lead onto other subfloors, two of which have their own barracks.”

“So blanket them with that psychic whatchamajigger you do and drop a fireball on the jerks,” Applejack exclaimed.

“If only it were that simple,” Sunset murmured, shifting her spell towards one of the nearby walls. “The black queen has also installed what looks like vents on the walls.”

“Which will fill the stairwell with a deadly nerve gas that won't bother you guys, though will probably kill me in seconds,” Twilight explained.

“That is quite the doozy,” Rarity admitted.

“So what do we do?” Fluttershy inquired.

“I’m not sure. My initial thoughts would be to blank the area and use a spell to filter the air while we fight them. Though there are problems with that plan,” Twilight remarked.

“If we were going to get bogged down anywhere, it would be here,” Sunset continued. “These stairs would mean we would have to fight in all directions and likely against a much larger force.”

“Wait, why do some of those zerg have colorful stripes painted on them?” Rainbow Dash inquired.

“What stripes? Oh, I didn't notice that before, but you are absolutely right,” Rarity replied.

“Let me see,” Twilight asked, leaning in close.

Peering into the scrying sheet, Twilight noted that just over half of the zerg had small stripes of purple and teal somewhere on their bodies. It almost looked like paint and was relatively small, only two or so inches long and half as wide. The markings were also located primarily on the more intelligent zerg, with the zerglings lacking these alterations.

“I wonder what it means,” Fluttershy murmured, only to stand up suddenly. “Wait, do you feel that?”

“It's almost like a psychic black out,” Twilight replied, putting a finger to her temple. “But how is that possible? I haven't used it yet.”

“Woah, what the heck,” Applejack muttered in shock.

Twilight didn't even have to look down to know what was going on as the sudden roar of an ultralisk alerted her to the sudden outbreak of fighting. Glancing down, Twilight was shocked to find that the zerg were fighting amongst one another, yet it wasn't utterly chaotic. The striped zerg were working well with one another, closing ranks and firing down on their former comrades.

The resistance was far less organized, as the majority of the normal zerg merely ran, though there were a few exceptions. The two ultralisks turned and charged towards the stairs, crushing several panicking zerglings in the process. Following in their wake was the rest of the loyalist zerg while their few remaining allies fired down from above.

The battle itself was wild and bloody, but Twilight wasn't interested in the finer details of what was going on. Judging from the way they moved, the striped zerg were being guided by a higher intelligence while their foes were simply following the in-built commands and impulses placed there by the black queen herself.

Facing such a well-organized foe, the loyalist zerg posed little resistance, and as Twilight observed the last be cut down, she saw him. A tall infested human wearing the shattered remnants of what had once been a combat suit like the ones her friends wore. Unlike the more harmonious and less alien infested seen within the community center, this creature was far stranger.

Where the other infested seemed to at least have their zerg and human halves melded somewhat, this creature had none of that. Fleshy tentacles and bulbous masses extended from holes in his armor, covering the majority of his body. From the shattered remnants of his helmet grew a strange tube-like structure growing from where his mouth and nose should be. This mass twitched and contorted as he breathed.

He hefted the rifle which had grown into his arm. Firing off a quick burst of greenish rounds, the monster cut down a hydralisk which had appeared from a nearby door. The twin pincers which grew from the infested’s back then slammed down into a zergling which had managed to reach him.

With all resistance now slaughtered, the infested human turned his strange glowing green gaze across the battlefield, inspecting his handiwork.

“What the hay is going on?” Applejack remarked.

“I don't know, but there seems to be a civil war of some kind going on down there,” Rarity replied.

“Either way, it's an opening we can use,” Twilight declared, jabbing a finger towards the infested human. “And he likely knows where my detector is located.”

“Plus over half of them are dead now,” Rainbow Dash pointed out.

Sunset Shimmer nodded and stood up. “Twilight, you focus on blanking them and shutting off any calls for reinforcement they might make while also keeping yourself out of danger. I’ll blast the first landing with a fireball while the rest of you charge in.”

“And we keep the freaky dude alive, right?” Rainbow Dash inquired.

“We should try to help him,” Fluttershy offered.

“I’m not sure there is anything left to help,” Twilight exclaimed.

“We’ll cross that bridge when we get there. Right now they are still uncoordinated and reeling from the last fight,” Sunset Shimmer remarked, dismissing her spell. “Which means we found our opening.”

“Hell yeah,” Rainbow Dash declared, hefting her submachine guns. “Let’s kick some ass.”

“Wait, what if they are good guys?” Fluttershy offered.

“Then we’ll apologize for killing his grunts,” Sunset Shimmer replied, drawing her pistol while gathering magical energy in the other. “Now let's move.”

Twilight focused her psionic and magical senses towards the room beyond, readying herself for the fight. When her friends burst past the door, Twilight shut off the flow of psionic energy before erecting a sphere of air around her head. With her own defences now up and no chance of their enemies receiving any reinforcements, she began to gather her magic.

Only to quickly find that she was unneeded as the squad of black-armored soldiers were cutting through their foes like a scythe through wheat. Scattered, confused, and not prepared for a counter-attack, the various zerg barely managed to return fire before they were killed.

Sunset’s fireballs incinerated the majority of their foes while a hail of gunfire fired from a rainbow blur perforated those not already dead. Applejack landed with a titanic thump amidst the remaining few hydralisks on the ground floor, her shotgun spitting hot death into her foes. With fist and gun alike, the towering farm girl dealt with the zerg so quickly that they barely even responded before they died.

Combined with Rarity’s shields and well-timed shots, in addition to Sunset’s spells, the striped zerg barely managed to fight back. Before their leader joined the fray, his pincers slamming down on the spot Rainbow Dash had been standing on a second earlier. The athlete easily dodged his pincers, fist, and spray of gunfire before delivering a solid kick to his chest.

The attack did nothing, though thankfully the infested soldier didn't get a chance to use the opening granted to him. A blast of ice froze his entire bottom half to the ground under him, stopping him dead in his tracks. While he struggled to escape, his remaining forces were put down with extreme prejudice, with only a few of the hydralisks managing a resistance, before they too joined the dead, their bodies creating a bloody carpet that covered the majority of the ground.

Twilight couldn't help but nod in pride as the black-armored soldiers swept over the dead and dying, finishing off the few who still lived. Without a word passing between them, they assembled before the struggling infested who remained stuck fast. He raised his gun arm, but had the limb knocked aside by a glowing golden force which pinned it to the side of his body.

“I wouldn't do that if I were you,” Sunset Shimmer declared.

“‘Cause if you haven't already noticed, your goons are dead, and y'all got no chance of winning,” Rainbow Dash exclaimed, jerking a thumb over her shoulder.

“Their fate is of little consequence,” exclaimed the infested soldier in a watery, garbled voice.

“Damn, old queenie did a number on you,” Applejack remarked.

“I sure hope we can help him,” Fluttershy murmured, remaining firmly behind Sunset Shimmer.

“I am no product of that self-styled monarch,” retorted the infested soldier. “My mistress is the true heir of the overmind and thus the swarm itself.”

“Does any of this make sense to you, Twilight?” Rarity inquired as the infested woman joined them.

“Not exactly,” Twilight admitted. “Though I remember hearing about this overmind thing he's speaking of.”

“You are… her, yet not. How is this possible?” murmured the corrupted soldier in a confused, almost disbelieving tone.

“I’m a Twilight from another reality, one where magic exists, though none of that matters now,” Twilight quickly exclaimed. “You will answer my questions, or I will rip them from your mind, is that understood?”

“I would rather die than betray my mistress,” he spat, throat undulating angrily as he spoke.

“Woah there, this guy is an infested soldier. Surely there is something you can do for him,” Sunset Shimmer exclaimed, stepping in between the two.

“This infestation is different,” Twilight quickly replied. “I’m not sure if I even could help him.”

“I don't want your help or your pity,” he exclaimed, struggling against the psionic field holding his arms against his sides. “I have reached my full potential and need nothing, save for my freedom, so that I may slaughter you in her name.”

“Can't you at least try, darling?” Rarity inquired.

Twilight sighed. “I could, but it takes a significant amount of psionic energy and a good bit of magic. With so much on the line, I can't afford to waste such power on a single individual.”

“So just mind wipe and dump him in a locker,” Rainbow Dash exclaimed with a shrug. “If we win, we’ll come back and help him later.”

“I agree with RD,” Applejack added.

Twilight raised an eyebrow and glanced at Sunset. “Is that alright with you?”

“I guess,” Sunset sighed.

Fluttershy squeezed the other girl’s shoulder. “It's okay, Sunset. We can always come back.”

“Do I not get a say in my own fate?” the infested man asked bitterly.

“Not really, no,” Twilight deadpanned, reaching forward and grabbing his shattered helmet in her steel-clad hand. “Now let's see what secrets you hold.”

Twilight extended her senses into the man’s mind, crushing his defences and ruthlessly submitting his consciousness. In seconds she had full access to his every thought and emotion, and within a minute Twilight had found what she was looking for. She also now had more than a few questions that did not have answers, though she ignored those for the moment.

Images of a woman wearing a labcoat and bearing clear signs of infestation filled Twilight’s head. The woman’s attire was dirty, ripped, and still bore a nametag marking her as a one Starlight Glimmer. The only purely human part of her biology seemed to be her face, at least from the nose up anyway, as everything below was a mix of purple and green flesh.

Sporting a pair of mandibles, the former human had sharp teeth more at home in the mouth of a shark than a human being. Her hands were larger, and her fingers ended in long claws, while a pair of retractable blades lay partially hidden within her wrists. Upon her back grew a large crest, a third arm, and a green stinger that retracted when not in use.

Twilight knew all this and more, memories flashing through her mind as her psyche came to grips with the new information. She remembered conversations held with the woman, plans, and secrets whispered when the pair were alone. Yet most of it was blurred, fuzzy, and it was as if his thoughts were shrouded with a layer of encryption Twilight couldn't break.

“Ya’ll right there, sugarcube?” Applejack offered, extending a hand and catching Twilight around the waist.

“I’m fine. He's just got some weird layers on his thoughts that stop me from decrypting it all,” Twilight murmured, massaging her temples. “I did get a name though, and…”

Images of a house, an old one with a tower, and a big garage as well as a large bay window in the front popped into mind. Vines grew around the pillars which supported the roof of the porch and hid a pair of large double doors emblazoned with a starburst. It looked like it cost a considerable sum to say the least, and Twilight got the impression that it was also close, very close.

“A house,” Twilight began. “Old, with a big starburst on the door. I think this Starlight Glimmer person is hiding there.”

“Wait, did you say Starlight Glimmer?” Fluttershy whispered in shock.

“But she’s dead,” Rarity added.

“My mistress is no more dead than you are,” murmured the infested male, his eyes slowly focusing once more as he recovered from having his thoughts violated.

“That's enough out of you,” Twilight declared, flicking the half-frozen infested in the face and knocking him out cold. “Now then, who is this Starlight Glimmer person?”

“A nutjob,” Rainbow Dash declared, arms crossed over her chest.

“A complete psychopath,” added Applejack.

“And a quite uncouth woman,” Rarity exclaimed.

“I’m gonna need more than that,” Twilight replied.

“She was a scientist working for Luna. She was in charge of studying the infested and was supposed to be working on a cure,” Fluttershy began.

“Only to infest herself and her staff, sabotage the base, and leave in the middle of the night,” Sunset Shimmer finished. “We tracked her down to one of the old facilities overrun early on in the fighting and brought the entire place down on her head.”

“Are you sure she survived?” Rainbow Dash inquired. “‘Cause we used like, a whole ton of C4 on that place.”

“He seems to believe that this person is indeed alive, and that she is hiding out in this old house somewhere below us,” Twilight replied.

“Right, the house,” Sunset smacked a hand upside her head. “That must be the black queen’s parents’ home.”

“Was it old, with a tower above the entrance that had an old-timey lightning rod on top?” Rainbow Dash inquired.

Twilight nodded. “Bay window to the left, detached garage to the right.”

“That's the place,” Applejack murmured, shaking her head. “I knew it was here, but I always assumed it was leveled or incorporated.”

“Well, it seems to be standing,” Twilight replied. “Or at least it was not long ago.”

“Do you think she has the detector?” Fluttershy asked.

Twilight squeezed her eyes shut and focused, trying to dredge up any memory that contained reference of such a device. “I’m not totally sure… I think so though,” Twilight remarked.

“One way or the other, Starlight Glimmer is up to something awful, and we are going to have to deal with her eventually,” Sunset Shimmer began. “So we had best go there and find out what it is before she is able to unleash whatever terrible thing she has in mind for us all.”

“Are you sure? I’m already dragging you guys further from your mission than I would have liked,” Twilight offered.

Sunset Shimmer shook her head. “No. Like I said, we will have to deal with her anyway, and it's not that far out of the way.”

“Alright, but if this takes much longer, I’m going to have to insist that I go on alone,” Twilight replied.

“Pfft, that won't happen,” Rainbow Dash dismissed.

“And didn't you say there was an express elevator down there somewhere?” Rarity offered.

Twilight closed her eyes briefly before nodding. “Yes. It should be relatively close by.”

“Then we go,” Fluttershy firmly declared.

Twilight chuckled. “Alright then, follow me.”

Author's Note:

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Comments

[Asolem2]

“That's enough out of you,” Twilight declared, flicking the half-frozen infested in the face and knocking him out cold. “Now then, who is this Starlight Glimmer person?”

You should recognize the name, her counterpart in your world wanted to turn you into a bomb and infect Celestia

[Jest]

10883173
Twilight is well aware that they are different people.

[Xalok]

Oh boy Twilight is Going to start Drinking at this rate she never gets any breaks, tho that is not going to help her anyways zerg can't get drunk

[Jest]

10883190
Well its a good thing shes not 100% zerg then :P

[Xalok]

10883199
Thats True if she is less zerg then stukov then she might still get drunk

[Warrior Kitten]

So it was as I suspected. Another faction. Though I didnt quite expect Starlight Glimmer in human form... somewhat to show up.

Makes me wonder what her goal is. It's the quiet ones you worry about and if she was presumed dead chances are she's a much bigger threat than the Black Queen, especially if she has the device.

[tsaukpaetra]

So Starlight is also trying to create the Overmind? Lovely.