• Published 18th Aug 2018
  • 14,273 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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Bootcamp Part 1

“It can't be that easy,” Spike retorted.

Twilight raised an eyebrow. “And why not? You saw the information I was able to gather from the other world. We should be able to produce large numbers of soldiers, buildings, and even enhance our own bodies now.”

“And I also saw how you lack the skill and finesse necessary to do so,” Spike retorted, jabbing a clawed finger into Twilight's chest. “You need someone who can manipulate things with a much more careful hand.”

“Don't worry,” Twilight replied. “I already have someone in mind for that.”

Spike blinked, a smile slowly crossing his face. “Oooh, I totally see it.”

“Then come on. Let's go see what the girls are up to,” Twilight encouraged.


Twilight strode across the bottom level of the barracks at a quick, yet unhurried pace. Beside her walked Spike, whose growing curiosity and eagerness were beginning to become infectious. His thoughts were so loud at the back of Twilight's mind that she very nearly told him to restrain himself. Thankfully upon reaching the door, Spike seemed to remember himself, straightening his back and gathering his thoughts.

Twilight shook her head and knocked on the metal panel, despite the redundancy of such an action.

“Oh, um, c-come in,” Fluttershy whispered.

The slate of metal slid into the ground a second later, revealing that Fluttershy had been in the middle of braiding Scootlaoo’s hair.

“How is that even possible?” Spike muttered.

“I don't know, but Miss Fluttershy’s hand thingies feel nice,” Scootaloo murmured, the zergling hybrid purring like a kitten in Fluttershy’s lap.

Twilight smiled and seated herself on the floor next to Fluttershy.

“Your hair looks wonderful, Scootaloo,” Twilight remarked.

“Thank you, my queen,” Scootaloo proudly exclaimed.

The zergling filly ran one of her scythe limbs through the braided, strangely organic tentacles that made up her mane. The result made them appear even more prominent than before, and the young mare sat a little straighter on the bed.

“That looks great. Now, would you mind running along for a moment? I need to speak to Fluttershy,” Twilight gently asked.

Scootaloo hummed thoughtfully before shrugging. “That's fine, I guess. Later, Miss Fluttershy!”

“G-g-good b-bye, Scootaloo,” Fluttershy replied.

“How did you do that anyway?” Spike asked while watching the zergling hybrid trot out of the room, the door closing behind her. “Her hair certainly wasn't like that a few hours ago.”

“Well, h-h-hair isn't exactly important anymore, s-so I used the DNA for chitin to make a flexible a-a-alternative,” Fluttershy explained, her small three-fingered hands rubbing together as she spoke. “It s-s-should free up m-more room for adaptation.”

“Speaking of which, you’ve had access to the information I gathered while on the other side of the mirror for a little while now, and I was wondering what you may have learned from it,” Twilight offered.

Fluttershy’s eyes lit up, glowing intensely as her curiosity overcame her shyness. “You have no idea how much knowledge you have acquired, my queen. The power, it is immense, and I’ve only just barely been able to crack its surface.”

She rose from the bed and began to pace, with Spike and Twilight silently giving her more space.

“The things I could do with a bit of biomass and a few other raw components is… immeasurable,” Fluttershy continued to gush. “Whole armies, defenses made from living tissue, regenerative properties that would make alicorns jealous. That is without even considering the possibilities that lie within this… forced evolutionary pool.”

“I don't think we should mess with that,” Spike interrupted. “Seems pretty dangerous.”

“Oh, um… y-y-yes. Of c-course,” Fluttershy murmured, coming to an abrupt stop.

“Show me everything you can make,” Twilight encouraged, tapping the side of her head.

“Right away, my queen!” Fluttershy eagerly exclaimed.

The trio closed their eyes and allowed themselves to fall into the collective unconscious that was their hive mind. Though it began only as a vast expanse of darkness, Twilight quickly swept it all aside and painted a simple scene. A vast stony ground spread out in all directions while the sun hung overhead, illuminating everything in the gentle light of noon.

The second she had ground to work with, Fluttershy raised her small hands and conjured forth an orb of purplish green. She then placed it upon the ground where it immediately began to spread, growing rapidly and extending tendrils across the earth. Within seconds, a good thirty feet of rock was covered in the stuff, with a fleshy tree stump-like shape emerging from its center.

“This is the creep colony,” Fluttershy began. “I’ve adapted it from the larger ones you saw on the other side. It won't extend the creep nearly as far, but it will cost far less organic matter to create. In fact, you could probably do so yourself after having a particularly large meal.”

“Huh, neat,” Spike muttered, poking the twisting mass of flesh that covered the earth like an inky carpet.

“The creep’s limited psychic imprint will allow you to see and hear everything that treads upon it,” Fluttershy continued, striding back and forth excitedly. “Infested or zerg units will also move faster and heal while on it, provided we have the necessary organic matter to convert.”

Twilight nodded. “I see you’ve adapted my rather… primitive earlier design.”

Fluttershy winced. “I’m s-s-sorry, my queen. Your m-method was… wasteful.”

“That's no problem at all,” Twilight declared, waving a hoof. “You seem to have a much greater aptitude for this kind of thing. I doubt I needed to dump so much organic matter into our little home away from home.”

“She is beautiful, but wild,” Fluttershy replied, conjuring images of the sentient mass of creep they had left behind in Canterlot. “Her evolution was guided not by you, I’m afraid, but by your subconscious, and the factors imposed upon it by the need for stealth.”

“I’m just glad it turned out at all,” Spike remarked. “You would not believe how many failed versions came before that.”

Twilight snorted. “Quiet, you.”

Fluttershy giggled. “Yes, well, this will be far more reliable, and it also will not be intelligent, so you can just as easily discard it when you no longer require it. Thus getting back some of the investment you put into it.”

“Kinda like a carpet you can just roll back up,” Spike remarked.

Fluttershy nodded. “It will also serve as the perfect point to grow a hatchery.”

The pegasus hybrid conjured forth a great mass of half broken-down bio matter and dropped it onto the creep. She then waved her small three fingered hands over the mass, silently urging it to consume the meal. Which it did with gusto, absorbing the pile in no time and spreading slightly wider before stopping on Fluttershy’s order.

It didn't remain still for long, as Fluttershy raised her hands high, as if building towards the crescendo of an orchestra she was conducting. The creep did not disappoint, sprouting a massive spiraling tree nearly a dozen meters tall with numerous thick branches. Amidst the fleshy purple boughs hung many eggs, each one of which sat patiently, waiting for the command to grow.

“Woah,” Twilight murmured.

“Double woah,” Spike muttered.

The pair stared at the huge tree in wonder, their gazes drawn to the thick pulsating purple roots and upwards from there. The system which fed the hatchery tree was significant, and Twilight could see that it was drawing nutrients from the creep itself. Masses of necessary materials were carted through large roots and brought up into one of the enormous, semi-translucent multifaceted trunk.

The many tube-like masses twirled and intertwined with one another, creating a singular pulsating entity. Fibrous growths extended from between the individual tubes which made up the trunk, joining them together and creating a chitinous armor around it. From there the branches thinned and extended, unwinding and ending at a point just large enough for an egg to pass through.

The boughs themselves were all turned downwards, and were not layered, but rather resembled a giant umbrella. The top of which Twilight knew to be thick enough to take a few direct bombs if absolutely necessary. All in all, it was a far more… harmonious version of the giant hatcheries she saw back on Earth.

“W-w-what do you think, m-my queen?” Fluttershy offered, extending a hand towards the tree. “It's o-o-only theoretical at the moment, b-but I think it will work quite w-well.”

“It's fascinating,” Twilight murmured in a hushed tone. “Tell me all about it.”

Fluttershy’s eyes lit up, and she followed after the other infested as they strode around the trunk.

“Well, as you can see, it can be scaled however you like, going down to the size of a house plant if necessary or nearly twice the size of this one,” Fluttershy declared.

“Such utility,” Spike muttered. “You’ve thought of everything.”

“That's not all,” Fluttershy quickly added. “This hatchery has a greater production capability than even the ones you saw on Earth. Where those were giant masses that were one part citadel and one part organizational point, these are utterly focused on unit production.”

Fluttershy waved a hand towards the hatchery, and all at once the eggs fell, dropping onto the ground. Hitting the creep with a wet slap, the eggs didn't crack, though they did seem to prime themselves upon being released, glowing a faint green. Fluttershy ignored them for the moment and walked up to the tree trunk, stroking it lovingly.

“We could grow entire fields of these hatcheries if necessary, and not only that but they produce deep boring roots which will be able to gather resources from the crust,” Fluttershy continued, pressing her face against the trunk. “With a slightly larger investment of bio matter and minerals, I could even enable the hatchery to harvest resources all by itself.”

Fluttershy jumped back up and sprinted over to one side, conjuring forth what looked like a trio of vents in the ground. Ones which belched a thick greenish smoke that traveled a dozen feet into the air before dissipating. As the excitable infested continued to work, Spike leaned in close and whispered to Twilight.

“Did she really get all this from you?” he asked.

“Some of it,” Twilight replied. “I feel like she's been working on this for a lot longer than a few days though.”

“Doing all this must be the true purpose of her strain,” Spike reasoned.

Twilight nodded. “She takes to it like a duck to water.”

“Okay, see how this gas vent is relatively close to the hatchery?” Fluttershy asked, clearly uncaring if her question was answered or even heard. “So long as it's within a few meters, the tree can actually extend its root system above ground and effectively tap the reserve without the need for any outside assistance.”

Sure enough, the hatchery’s roots emerged from the ground and then snaked down the trio of holes. Where they widened, thinned, and extended until they covered the vent completely. Once that was done, they thickened once more, becoming rock hard cables that seemed resilient to most forms of damage.

“The processing of the gas actually happens beneath the surface too,” Fluttershy continued, tapping the creep triumphantly. “So if the vent gets targeted by the enemy, all you’ll need to replace are the roots rather than the entire system. Like the hatchery design of those other zerg, their extractor was larger than necessary. Inelegant, wasteful, and pointless.”

“Unlike your designs, which are surprisingly beautiful,” Spike exclaimed.

Fluttershy spun around, an enormous smile crossing her face.

“I’m so glad you think so!” she gushed. “I admit there is certain level of superfluousness to these designs, but I believe their scalability will be essential in our mission.”

“I agree,” Twilight stated. “The wasteland isn't exactly a bountiful garden as far as bio matter goes, though it at least has plenty of other resources.”

“Which is why I’ve optimized the majority of our units and buildings to rely on raw minerals,” Fluttershy added, only to wince, her hair falling across her face. “This h-h-has come with unique d-downsides, however.”

“Like what?” Spike asked.

Fluttershy trudged over to a different section of the creep and waved her hands over it, calling forth several pits. These different-sized holes soon filled with a deep green liquid which bubbled and undulated, stirred by unseen appendages grown from the creep.

“This is the b-b-breeding p-pool,” Fluttershy murmured. “N-n-normally it is where the g-genetic information for zerglings is stored.”

“But I’ve instead compartmentalized that information into the hive mind,” Twilight reasoned.

“W-w-whic is g-good,” Fluttershy offered. “But it also m-m-means the eggs n-need to be primed in the p-pool.”

Fluttershy demonstrated by trotting over to a nearby egg and dropping it inside the vat. A moment later, the exterior melted away to reveal a zergling which swam to the side. It then crawled out and shook itself like a dog before staring up at Twilight expectantly.

“It looks like the one back in Canterlot,” Twilight remarked, leaning down and peering at the creature closely. “Only slightly different.”

The zergling was the same size as most, being about as big as a rather large dog. It also had two feathered wings which folded neatly into its body when not being used. Though not large enough for true flight, the appendages would be more than enough to glide or leap short distances.

Its appearance was also more sleek and harmonious than the ones Twilight had recently become familiar with. Lacking the numerous spikes or seemingly random bits of chitin, this one had layers of armored plates that fit neatly together. Its maw contained the same number of needle-like teeth, though its eyes were slightly larger than in the normal zergling.

Another small difference were its two forelimbs which sported sickle-like appendages as well as small five fingered hands. The sickle-shaped weapons also had a unique joint that allowed them to be folded out of the way when not in use. All in all, they looked far less intimidating than the other zerglings, while also appearing far more intelligent.

“Your a-a-assumption is c-correct, my queen,” Fluttershy murmured. “These z-z-zerglings can serve as workers or as frontline s-soldiers, if necessary.”

“You couldn't replicate the drones I saw?” Twilight asked.

Fluttershy shook her head. “That design was flawed. Mode of locomotion far too complicated. Unnecessary, irrelevant, replaced.”

“Are these as efficient?” Twilight pressed.

Fluttershy hummed thoughtfully. “Potentially. It is my opinion that the zergling’s capability to use tools will give it an edge.”

“We will primarily be scavenging supplies around old mines,” Twilight murmured. “I suppose that will probably prove useful.”

“If it doesn't, I can create an alternative design that would put the zergling into a more work-oriented role,” Fluttershy exclaimed. “Though doing so would mean sacrificing some of our fiercest fighters.”

“I think it's perfect,” Spike exclaimed. “Imagine a drone trying to use a scavenged drill or some power tools. It would be ridiculous.”

“True. I rather enjoy the flexibility this form will allow,” Twilight stated.

Fluttershy breathed a sigh of relief. “That makes me feel better.”

“Are there any other buildings or units we can make at this time?” Twilight asked.

“Oh, um, y-yes,” Fluttershy replied, hopping up and trotting over to a free section of creep. “We should be able to construct the sunken colony as well as the spore colony that you saw on Earth.”

With a wave of her hands, Fluttershy brought forth two new structures from the mass of creep. One a tall mass of pustules around a central triangular tube ribbed with spikes, the back of which bore a line of green sacks. Several chitinous sections extended across its main bulk, shielding the tube and allowing it to turn around as needed.

The other building was much lower to the ground and far more compact in its overall design. Unlike the towering spore colony, the sunken colony stood only a few feet tall at its highest point. It resembled a spread hand, only with the fingers replaced with long tubes and a larger tentacle extending from where a wrist would be. Other than that, it was just a hole in the ground, though Twilight knew very well that it was quite deadly.

“I’ve adapted both designs,” Fluttershy began, her tone quiet and expectful. “The spore colony fires a burst of fungus-like flak that should make it more useful here on Equestria.”

“Oooh, good thinking,” Spike exclaimed, snapping his fingers. “We don't exactly have to deal with giant spaceships or those super advanced planes.”

“My thoughts exactly,” Fluttershy continued. “Our most likely airborne foe will either be other zerg fliers or… pegasi.”

Twilight wrapped a hoof around the other mare’s shoulders and squeezed gently. “Don't worry. I’m sure we won't have to fight ponies very often.”

Fluttershy shuddered. “E-e-either way, it should prove m-most effective against these smaller targets. Should l-l-larger, more heavily armored t-targets become numerous, it can be altered.”

“An acid payload, perhaps,” Twilight reasoned.

“Possible,” Fluttershy answered. “Right now it can be overloaded in order to fire larger projectiles, though doing so will damage the structure itself.”

“And the sunken colony?” Spike asked, kicking the mass. “How different is it?”

“As you’ve likely already gathered, it's oriented towards combating other zerg,” Fluttershy replied, gesturing to the structure in question. “The four smaller spines will strike in a circle around the main target, creating a much larger area of effect.”

Twilight nodded slowly. “A wonderful alteration. With a few of these, we could easily defend a base against an entire horde of zerglings.”

“Y-yes,” Fluttershy murmured. “The thought is n-not pleasant, but it would be… efficient.”

“Just remember, these are the bad guys we are talking about. That, and it's not like they give their zerglings brains,” Spike exclaimed. “They're basically mindless robots.”

Fluttershy sighed. “I know. It just s-s-saddens m-me to think about.”

“Well, gird your heart, Fluttershy, because were about to jump neck-deep into a war pretty soon,” Twilight cautioned.

“I will be ready when the time comes, of that I promise,” Fluttershy stated, fixing Twilight with a hard look.

“See to it that you do. Now…” Twilight looked around. “Is that everything?”

“The rest of the buildings will take more time to design,” Fluttershy replied. “Their structures are more complicated than these, though I believe it won't be long before I am able to replicate them.”

“And hydralisks? Can we make them?” Spike asked eagerly.

“I… don't know,” Fluttershy murmured. “Theoretically, but I’m not quite sure what they would even look like.”

“What do you mean?” pressed Spike.

“I’ve almost finished crafting them, but creating a projection based on abstract sequences is… difficult,” Fluttershy murmured. “Especially since it's not even completely done yet.”

Twilight waved a dismissive hoof. “It's fine, Fluttershy. We will simply test them out in the field once we get the time.”

“Oh, how exciting. Is that soon by chance?” Fluttershy asked.

“This morning I was told we had a week to prepare,” Twilight answered. “Speaking of which, how would you use that week? Is there anything I can do to help you?”

“I’m not sure,” Fluttershy admitted. “It will take time to go through the information you’ve brought back, but other than that, I’d appreciate some testing space.”

“I’ll see what I can do,” Twilight replied, stomping a hoof against the ground and causing the mindscape to fall away, returning them to the real world. “Before I go, however, I was hoping to inspect you for a moment.”

“Inspect m-me?” Fluttershy murmured.

“You could at least stop sounding so menacing there, boss lady,” Spike remarked with a snort.

Twilight rolled her eyes. “Fluttershy knows I mean no harm.”

“That's t-t-true, b-but your intentions are h-hidden,” Fluttershy replied.

“I just don't want to get your hopes up, now come here please,” Twilight half asked, half ordered, opening her hooves wide.

Fluttershy reluctantly obeyed, crawling to the edge of the bed and allowing Twilight's hooves to hover over her head.

“Is there s-s-something you’re l-looking for?” Fluttershy whispered.

“While on Earth, I discovered much about the essence of living things, and how to harvest it,” Twilight murmured, her eyes closed as her forelimbs twisted this way and that.

Spike’s eyes opened wide. “You don't think that Fluttershy here has been gathering it unconsciously, do you?”

“It may explain your love of animals,” Twilight replied. “You could have been seeking out essence even if you didn't even know it.”

“But I l-l-love my a-animals,” Fluttershy whispered.

“We aren't saying you don't. We’re just saying it might be part of the reason you are so drawn to them,” Spike replied with a shrug. “It's like how bread plays second fiddle to peanut butter and jam despite it being integral to the sandwich experience.”

“Your metaphor could use work, but you’re not wrong,” Twilight exclaimed, a frown crossing her face. “I think I’ve got something.”

“I can feel it,” Fluttershy replied, her face contorting into a grimace. “It's like you’re in my memories, and yet not at the same time.”

Twilight grunted. “Hold on, I’m not sure what's going to happen when I-”


Fluttershy hummed softly to herself as liquid trickled out of her watering can and onto the flowers below. The yellow orchids were beautiful in her eyes, even if they had yet to fully bloom this year. A little bit of water would help in that regard, Fluttershy knew.

Just as she was about to move on, she heard the faint tweet of a bird. Turning towards a nearby tree, Fluttershy saw a bluejay sitting there, peeping at her sadly.

“Hello, um, it's Bluey, right? I’m afraid my mind is a little hazy today,” Fluttershy asked.

The bird nodded.

“That's good. I think I’ve finally learned the names of everyone near my new home,” Fluttershy whispered half to herself.

The bird chirped loudly, grabbing Fluttershy’s attention.

“Oh, what's that? You want me to come with you?” Fluttershy inquired.

Once more the bird nodded, peeping sadly.

“It's time then, huh? Lead the way, Bluey. I’ll be right there with you,” Fluttershy replied.

The bluejay turned away and began flying under the low branches, making his way into the Everfree Forest. Fluttershy wasn't far behind, stopping just long enough to tie her cloak tight about her body so no one accidentally saw her. With that done, she hastily trotted after the departing bird, easily catching back up with it as it wove through the trees.

They made their way into an older part of the forest and towards a short, gnarled oak that may or may not have been alive. Either way, it had within its branches a large nest, in which sat a mostly gray and white hawk nearly as large as its home. Upon spotting Fluttershy, its dull eyes lit up slightly, and what seemed like a smile came to its beaked face.

Fluttershy smiled back and deftly climbed up the tree, using her small clawed hands to aid in her ascent. Upon reaching the correct branch, Fluttershy leaned over and gently ran her hoof down the hawk’s back, smoothing some of its feathers.

“Hello, old friend,” whispered Fluttershy.

The hawk weakly chirped back, leaning into the touch.

“I know it hurts, but it will be over soon,” Fluttershy replied.

A second later, the bluejay landed at the edge of the nest, though it remained silent.

“Thank you for getting me, Bluey,” Fluttershy exclaimed.

The bluejay bowed its head to the hawk in difference.

Fluttershy chuckled. “You two have been quite the pair, you know. Why, when you first let Bluey into your nest, it felt like the whole forest had to come tell me.”

The hawk made a strained squawking sound not unlike laughter.

“It's not that unbelievable. You have a reputation for being both tough as well as a little bit prickly,” Fluttershy exclaimed. “In fact, I think Mister Squirrel even had a bet that you’d end up eating Bluey within a week.”

The hawk cawed in confusion, using its good wing to reach out and pull the bluejay tight against its chest. Much to the joy of the smaller bird, which cooed happily, burying its tiny face in the hawk’s chest fluff.

“I know he's adorable, that's why I bet against Mister Squirrel,” Fluttershy remarked with a giggle.

The hawk sighed, releasing the hold it had in its mate.

Who smiled and rubbed himself up against the underside of the hawk’s cracked beak.

Fluttershy smiled and watched as the hawk slumped back down, its body nearly going limp as its eyes partially closed.

“Would you like to hear a song?” Fluttershy asked.

The hawk whispered something to the bluejay who turned and nodded its head.

Fluttershy smiled faintly, a song all but leaping to her lips.

“Let it be the morning star
Which shines down on you
Let it be when the darkness comes
Your soul is still strong-”

The hawk swayed gently, its nearly sightless eyes turned towards the evening sky.

“You travel through empty country
Far, far from the place you did roam
Now darkness has come
Have faith and you will find your way-”

Its mate joined the hawk, wrapping a wing around the back of the much larger creature and supporting its weight as they drifted.

“The shadow looms over you
A promise whispered in your ear
Let it be when doom comes
Your heart is still strong-”

The hawk’s eyes began to close, and though its body began to slump, the bluejay kept it upright, continuing to gently sway.

“Let it be on your long wanderings
That your days are long
Your nights are short
And the sun is a friend of yours-”

The hawk went nearly completely limp, its entire body sagging downward as its advanced age quickly caught up with it.

“Lo, the moon looms overhead
In its shadow you must search
For the shadow has come
And you will need to find your way
And you will find your way.”

When Fluttershy’s song ended, she smiled down at the bluejay as it lay the inert hawk against the side of the nest. Though sad, the young bird seemed oddly proud of its deceased mate, though for what reason Fluttershy couldn't be sure.

“Is there anything else you need?” Fluttershy whispered in a soft tone.

The bluejay didn't respond initially, merely hopping up to the hawk’s damaged wing and pulling a feather from it. He then turned and waddled over to Fluttershy before presenting the grayish bit of plumage up to her.

“For me? Are you sure? All I did was set her wing once,” Fluttershy asked.

The bluejay nodded, peeping several times.

“Well, if it's what she wanted…” Fluttershy reluctantly agreed, hoping that she didn't sound too eager.

Using one of her three fingered hands, Fluttershy plucked the feather from the bird’s beak and tucked it into her mane.

“I’ll leave you two alone then,” Fluttershy murmured. “Make sure to ask if you need anything else.”

The bluejay waved a dismissive wing at the pegasus, his attention already turned back to its deceased mate.

Taking that as her cue to leave, Fluttershy pushed herself off the tree and glided down to the ground. Once all four of her hooves were on solid earth, the infested pony began to trot in the direction of her home; her mind occupied by the sad passing of one of the first animal friends she had met upon coming to Ponyville.

So occupied was the pegasus that she barely even noticed as the feather began to glow an odd pink color. The faint illumination became slightly brighter before a spinning strand of what looked like DNA emerged. The strange bit of energy floated next to Fluttershy for a moment before being pulled towards the pony.

Where it was captured within one of the smaller green pustules growing from the back of Fluttershy’s head. Hidden by her cloak and mane, the mare didn't even notice as she absorbed the hawk’s essence.

She winced and rubbed the back of her neck.

“Those darn mosquitos,” she muttered.

Author's Note:

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