• Published 18th Aug 2018
  • 14,269 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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Boralis Station Part 1

“So where exactly are we going?” Twilight inquired, leaning towards a table and the map sprawled out across it. “Station zero nine thirteen?”

“The locals call it Backwater station,” replied a jovial pegasus standing across from the infested. “But you won't be going there right away. First we’ll be making a stop at Boralis station, where we will set up a forward operating base.”

“The destroyed base outside of Ironhall,” Twilight muttered. “Do you have any estimates on the damage? Noone seems to know.”

“That's because noone does,” replied the mare with a shrug. “Its defenders were wiped out, and the only reason we know it's still standing at all are from the reports gathered by patrols who popped in just long enough to search for survivors before leaving just as quickly.”

Twilight sighed and began massaging her temples. “Of course. Just my luck.”

Spike patted the other infested on the back. “Ahh, don't worry about it, boss. I’m sure that they’re overestimating the damage.”

“I wouldn't be so certain,” muttered the pony across from them. “That place was well fortified. If it was taken, then the fighting would have been intense.”

“Speaking of which,” Twilight began, “why was this place targeted anyway? If such a large zerg force had penetrated this deep, then surely you should have lost control of the entire area.”

The pegasus sighed and ran a hoof through her curly off-pink mane. “That is true to a certain extent. As for why they just left, well, that's only known to the enemy. During the start of the war, the zerg were… chaotic. They acted more like a loosely organized mob rather than a real army.”

“Odd. Though not surprising, given their apparent lack of leadership,” Twilight remarked.

“Err, yeah.” The pegasus coughed into her pink hoof. “They just sort of attacked the base, then wiped out the nearby town of Ironhall before dispersing. Some retreated, most went into the many hills and eventually turned feral. We’ve been finding roving packs of them in the nearby valleys ever since.”

“That is all quite strange and makes me wonder why he was so insistent on us taking up residence at this particular base,” Twilight murmured.

“It was sitting on a relatively untouched vein of precious minerals. Perhaps that scary-looking pegasus guy truly was on our side,” Spike offered.

Twilight hummed to herself. “No, it can't be that simple. Our benefactor on the council wants something out of this, but what? And why?”

“I couldn't answer that concern, though I could answer your other question. We’ll be passing the ruins of Ironhall before stopping at the base,” the pegasus finished.

“Thank you, Jetstream. I look forward to working with you on this mission,” Twilight exclaimed, extending a hoof.

The pony accepted the gesture with a clop. “Likewise. Though just remember, we can't actually offer much assistance. We’re basically your babysitters, technical support, and face, if the locals are a bit too trigger-happy.”

“Still,” Twilight began. “We’ll be counting on you early on to provide the majority of the fire power. In the coming weeks we should be able to provide our own troops, but that won't be for a while.”

“And don't forget those cool vehicles you guys got,” Spike added.

“Right. We’ll also be your primary method of transportation,” Jetstream exclaimed.

“Well, with that done,” Twilight stood up. “Perhaps we should see if the rest of the team is ready to go.”

“No need,” Spike interrupted. “Everyone’s assembled, and we can roll out the second we reach bay thirteen.”

“Excellent, thank you, Spike,” Twilight stated.

Together the infested left the room, leaving Jetstream to gather up the maps and follow after the pair a minute later. Trotting down the cramped metal halls, Twilight and Spike made their way towards the distant bay, their pace quick but unhurried. The various personnel who dotted the halls gave them both a wide berth and most even refrained from displaying any outward disgust.

They seem to have gotten used to us, Spike remarked after they passed by a pair of stallions, both of whom were eying Twilight's flank rather closely. Or at least you, anyway.

Twilight snorted. Once they realized I wasn't about to melt their brains on a whim, they suddenly remembered that I am, in fact, a mare.

Well, at least they haven't done anything but observe you from afar, Spike remarked.

That, and broadcast their thoughts loud enough for me to know exactly what they were imagining, Twilight replied with more than a little disgust.

I’m amazed they even find you attractive, what with the obvious infestation, grafted metal exoskeleton and icy demeanor, Spike exclaimed.

You say that like these people view that as a downside, Twilight retorted.

Spike chuckled to himself. Fair.

The pair walked out into a much busier area, one far larger than the seemingly endless metal hallways they had just put behind them. Here at least was enough space to fly around, a fact proven by the small herd of pegasi zipping above the infesteds’ heads. The winged technicians weren’t the only ones around though, as nearly every race was represented within the busy bay.

Minotaurs carried boxes or worked on one of the many parked vehicles while griffons aided them or stood guard. Earth ponies helped move supplies while their winged cousins mainly focused on fixing a hole in the ceiling. The few unicorns around were mostly centered on a series of terminals on the far right of the room and were hastily inputting data or relaying orders.

Even the zerg and infested were represented, though they were smallest in number. Standing off to the left of the area were few partially zergified creatures who were not part of the badlands swarm. Twilight's brood was small, but that didn't concern her one bit.

What was concerning were the good number of marines and firebats who were clustered near her friends. Though obviously not hostile, their presence was slightly unnerving, even if they were outwardly quite friendly. Still, they seemed to avoid the infested they were tasked with guarding and were mainly focused on finishing the last of their packing.

Those trucks look pretty tough, Spike pointed out.

Twilight noted that the five armored transports did indeed seem formidable, though they had only a single visible weapon atop each. Boxy and not too pretty to look at, the vehicles were propelled by a pair of tracks, and were loaded from the back. They may not have been the nicest on the eyes, but they certainly did their job, or at least Twilight assumed as much.

They don't look like they can move very quickly. Let's hope I’m wrong, Twilight thought.

The pair began to approach the transport which seemed to be designated for them, but something caught Twilight's eye. A hint of gold could be seen in the back of another transport, and Twilight noticed that there were several armored unicorns already assembled within. Wearing what looked like modified royal guard armor, these ponies lacked the telltale appearance of a great house soldier.

Those must be those adepts that Celestia was training, Spike reasoned. Strange. I would have thought they would have stayed with Celestia.

Twilight breathed a small sigh of relief as she recalled the conversation she had with Celestia so long ago. They look fairly tough. Perhaps the higher-ups don't think I can handle this mission.

Either that or they have their own mission, Spike replied.

Or that, Twilight reluctantly admitted.

Trotting over towards the rest of the infested, Twilight noticed that they were joined by Rainbow Dash and Pinkie Pie. Pinkie Pie wore only a simple set of coveralls marked with strangely colored stains. Rainbow Dash, on the other hand, was fully decked out in her reaper armor, all save for the gas mask which dangled down against her chest.

“Here to see us off?” Twilight called out as she approached the small group.

“Yupper doodle,” Pinkie Pie exclaimed. “I wanted to throw you a goodbye party, but my squad and I will be seeing you again fairly soon, so it felt a little silly.”

“Plus you’re the only one not coming with us,” Rainbow Dash pointed out.

“Wait, hold on. I thought Rarity was still in a coma, and you were staying here,” Twilight interrupted.

“Nah,” Pinkie Pie dismissed. “Rarity is still staying here, but she’ll probably be coming out when I join you girls.”

“And I mastered the jumppack and will be joining you in the field,” Rainbow Dash added.

She was quite insistent, Zecora added.

“I for one am glad for the friendly face,” Applejack muttered, the hydralisk staying close to Zecora’s side and shirking away from any non-infested who glanced at her.

“Quite,” Twilight agreed. “Having someone less… intimidating in our little retinue will serve us well.”

“Are you hitting on me?” Rainbow Dash asked, her slight smirk indicating that she was mostly joking.

Twilight merely snorted. “I’m not sure if I’m even capable of being attracted to people at this point.”

“I th-th-think she was c-calling you ugly, Rainbow,” Fluttershy whispered, much to Scootaloo’s amusement.

“Whatever. I'll be in the transport,” Rainbow Dash muttered before trotting into the boxy vehicle and disappearing.

“Perhaps we should join her,” Twilight began, glancing about the room. “It seems like they are just about ready to go.”

It seems so, Zecora agreed.

“Right, let's pile in. I don't want to get left behind on our very first mission,” Spike remarked.

The infested all trotted into the transport, save for Twilight, who remained outside for a few extra seconds. Her gaze lingered on the metal walls of the bay as well as the many armored creatures that patrolled its halls. It was about as visually appealing as a rather chaotic garage, but over the last week Twilight had come to appreciate the unique look of the place.

The people were honest, and though jaded, had adapted to her presence relatively quickly. It was also rather homey and reminded Twilight of the last vacation she had ever gone on.

“Cadance,” Twilight murmured, her hoof going to her chest. “I’ll avenge you. I swear it.”

With that grim thought in mind, Twilight walked back into the transport and took a seat near the end closest to the exit. The second she did so, the ramp closed, and the cramped quarters were illuminated only by a small number of overhead lights. Darkness was quickly becoming familiar to her, but even now it was still an unpleasant partner, and she frowned to herself.

“Once more unto the breach, dear friends, once more,” Twilight muttered.


Twilight waved her hoof in front of her, conjuring a simple scrying spell that showed her what it was like outside the transport. Though not snowing quite yet, it certainly looked like that might change soon, with heavy black clouds hanging ominously overhead. They had yet to unleash their payload however and merely obscured what little light the full moon was capable of giving.

The powerful high beams of the transports lit up the night, allowing Twilight to see the road ahead of them. Though perhaps calling it a road was a bit too generous, as it was little more than a dirt path wide enough to accommodate the vehicles. Who drove two abreast, with the fifth and final one driving further ahead, its turrets sweeping over the blasted terrain.

They didn't fire however, as there was nothing around save for dirt, rocks, and the occasional bush or cactus. In the distance rose numerous hills and rocky cliffs, marking the end of the desert and the beginning of the many valleys beyond. Within that tumultuous terrain lay their final destination, though it would be some time before they would reach it.

“Looks cold,” Spike remarked.

“No kidding,” Twilight agreed. “I think we’ve grown a little pampered down in those sweaty hallways.”

“Speak fer yerself. I for one am gonna be real glad when I can finally stretch out,” Applejack remarked, bumping her head against the ceiling in emphasis.

Being out from under the gaze of the ponies will be worth the cold, Zecora stated. Besides, it never bothered me anyway.

“I’ll be g-g-glad to f-finally experiment in p-peace,” Fluttershy murmured, her hoof caressing the top of Scootaloo’s sleeping head.

“I’m just happy we can start fighting back,” Rainbow Dash exclaimed, pounding her hooves together.

“Quite,” Twilight agreed.

“Wait, what's that?” Spike asked, pointing down to the scrying plate. “It looks like a city.”

“No, that's a ruin,” Twilight corrected, waving a hoof over the panel.

In response to her urging, the spell ascended into the sky and rapidly moved ahead of the transports. Zooming across the sky, it then settled over the destroyed remains of what had likely been a decent sized city. Constructed within an indent of a fairly large red mountain, it occupied the entirety of the valley.

The metal barrier which had once protected it from the dangers of the wasteland now sported several holes large enough for an ultralisk to walk through. That wasn't the only damage done however, as the majority of the buildings had either been toppled or significantly damaged. Entire blocks had been flattened by what had likely been a tidal wave of zerg so numerous as to flow like water.

“Stars above,” muttered Applejack. “That musta been one helluva big fight.”

“No kidding,” Rainbow Dash muttered, peeking over Twilight's shoulder.

“No wonder the survivors were mad. Their city was leveled,” Applejack added.

“Still. To think they went on to form a terrorist organization working against the confederacy,” Twilight began, her tongue heavy with disgust. “It's one thing to demand justice after the zerg threat has been eliminated and the sun has risen, but now? It’s downright suicidal.”

“From what I’ve gathered, they’ve done everything they can to target the corrupt higher-ups who failed to protect Ironhall and the surrounding area,” Spike reasoned. “Though I don't condone their methods or goals, it's not hard to see why they were formed.”

Where there is death there is anger and where there is anger there is change. Zecora added.

Twilight waved a dismissive hoof. “I don't care one bit about those nutjobs. We have a two front war to win and anything that distracts from that should be cut out like the cancer it is.”

“I agree,” Fluttershy whispered softly.

“Perhaps we should move on to more pressing topics,” Spike offered.

“Agreed,” added Applejack.

Twilight sighed. “Right, let's run through the plan one more time.”


A speaker crackled to life, and a half second later the voice of their driver filled the back of the transport.

“Less than a minute out. All quiet,” he announced before the speaker died once more.

Twilight's horn flickered, and she conjured another scrying sheet, one which showed the immediate surroundings of the transport. Barren reddish earth and sand-blasted stone stretched on in all directions, any trace of vegetation having long since been put in their rearview. As they had risen in altitude, the number of living things had plummeted until only the odd patch of scraggly grass or solitary bird could be spotted.

“Is that a red-headed vulture?” Fluttershy whispered.

Twilight rolled her eyes and conjured a second scrying sheet before passing it off to the infested pegasus. Who squealed with excitement as she peered intently at the large rare bird, utterly unbothered by the bloody mess that was its meal. Turning her attention back to her own spell, Twilight willed it higher into the air in order to get a better look at the surroundings.

The hills immediately around them were worn and sloped gently, while further away they became much taller. There the number of valleys, cliffs, and other sharp features were common, making the entire area far more treacherous than the one they had passed through not long ago. Twilight wouldn't have to worry about that for now however, instead she focused on the star fort which sat directly below the magical window.

Though fairly simple in its design, Twilight knew that such a fort was much stronger than it appeared. Resembling a square with sharp rectangles attached to each point, its walls were high, and had many positions for cannons along its top. Or at least what had been cannons at one point, as now there were numerous gun emplacements visible.

Though the main gatehouse had been completely destroyed, and another wall had been knocked down, it was still quite impressive. The fort stood much taller than the average fortification of this nature, and its interior was big enough to support a small town. Though there were only a trio of buildings which occupied its middle, with one being far larger than the other two.

It was this large, boxy structure which had suffered the most damage, unlike the pair of outbuildings which were relatively untouched. Standing taller than even the walls, this middle establishment had at one point sported an artillery battery on its roof. It would have also had a rather large sensor array, though much like the bent barrels of the large guns, this too was completely destroyed.

That wasn't the only thing which was damaged however, as there wasn't a single weapon or defense which was in good working order. In Twilight's mind that meant one of two things, either someone had come through and stolen everything that was usable, or something else was going on. The zerg weren’t emotional but this level of damage implied that whoever had been guiding the swarm had a vendetta against this place.

“You noticed that too?” Spike whispered.

Twilight nodded slowly. “That level of damage… someone had to have gone back through and broken nearly everything that could be broken.”

“Seems a mighty bit spiteful if you ask me,” Applejack added.

“Ten seconds,” announced the staticy voice of the driver.

“You know the drill. We do a sweep together and then finish at the entrance to the mine-access building. From there we’ll continue deeper until we know for certain that the place is secure,” Twilight announced.

A chorus of spoken and mental agreements followed shortly thereafter, assuring Twilight that they were indeed ready.

The transport ground to a complete stop a few seconds later with the ramp coming down not long after. The group then departed along with their things which had already been gathered, clomping down the metal exit quickly. With their obligation complete, the remaining crew of the vehicle departed, rejoining the rest of their group.

Who had split off and had parked in a loose circle nearly a kilometer away. Signal flares had been popped, crew were filling out, and construction supplies were being unloaded. Twilight could tell they were building a small base of their own, though she paid them little mind at the moment.

Something about the station unnerved her, and she was intent on finding out its secrets as quickly as possible. The rest of her squad followed behind her, with Spike taking up position to her right and Applejack standing to her left. At the center was Fluttershy who had Scootaloo on one side and Zecora on the other. Behind everyone was Rainbow Dash, having donned her gas mask and had her engines idling quietly

Together they made their way up onto the walls of the fort, their eyes scanning the discarded weapons and broken equipment. As assumed, everything was completely unusable, the signs of battle were everywhere, and yet there were no bodies. Sure there was blood, both the red of a pony and the dark green of zerg, but no corpses.

“Odd,” Twilight muttered. “Let's keep moving.”

Noone uttered a sound, with the entire group falling in quietly behind Twilight as she made her way across the partially covered battlements. There they discovered that some of the guns had been pointed inwards, either towards the interior of the base, or along the wall itself. A few short barriers made from ammo crates and sand bags were spotted, though they had been knocked over during the fighting.

“Wait a moment,” Twilight exclaimed, kneeling down next to a stone assault rifle. “It seems as though there were unicorns with the zerg. Someone used a petrification spell on this gun”

“Strange, there weren't any infested spotted amidst the zerg,” Spike remarked.

“Could have they been fighting amongst themselves?” Applejack asked.

Unlikely, but not impossible, Zecora reasoned.

“I agree. We need more info. Let’s finish up the sweep of the walls,” Twilight exclaimed.

The group continued to move, stopping at one of the points of the star in order to inspect it closer. Housing much larger guns than the walls, this area had likely been a hold out for the defenders given the inward facing barrier that had been erected. Though now destroyed, it would have impeded the zerg who had been attacking from the defender’s backside.

“They didn't have time to retreat after the walls were breached. Either that or they simply couldn't,” Twilight reasoned.

“Probably the f-f-former,” Fluttershy murmured. “I d-don't think the z-z-zerg would let them l-leave.”

“True, but shouldn't there be a few destroyed transports or something? A base of this size would have had at least a few,” Spike pointed out.

“Let's finish the inspection before we start coming up with theories,” Twilight offered.

The rest silently agreed, following after the mare as she continued along the side of the wall. The next point was even more well defended, with the larger guns having been pointed inward. Like the others, they were broken, as was the barrier they had erected.

From there they found that the same song and dance played out several more times, that was until they reached the second hole in the walls. Here they noticed something relatively obvious, namely that it had been blown outward by a considerable amount of explosives.

“Look, tire tracks,” Applejack pointed out.

Several sets of them, Zecora added.

“I guess we know where the cars went,” Scootaloo offered.

“Why blow out the inside of your own fort?” Twilight thought outloud.

“Maybe they were trapped inside?” Spike posited.

“P-possible, b-b-but unlikely,” Fluttershy murmured.

“I think I feel a story unfolding,” Twilight remarked. “The fact that there are no bodies isn't exactly surprising, but did you girls notice something odd about the outside of this fort?”

“No, what?” Applejack replied.

“There were no signs of battle. The rock was smooth and undamaged,” Twilight answered.

“Yet they got such big guns,” Scootaloo whispered.

“The zerg must have burrowed inside from somewhere,” Spike declared.

“That seems likely. Let's go,” Twilight exclaimed.

Once more they were on the move, and once more they faced no opposition as they made their way into one of the smaller outbuildings. This one had likely been a garage and supply depot of some kind, though now it only housed a single mangled transport.

“Well, I guess we found the other truck,” Spike muttered.

“All the ammo and stuff was smashed,” Applejack added, prodding one of the shattered boxes.

Wasteful, Zecora mentioned.

“Let's head to the main building,” Twilight offered.

The group continued on, making their way into the large administration building and barracks at a quick pace. Here they found a similar story to the rest of the base, as there were rag-tag defenses erected all over the place. Most of the blood was red, and some of the beds were stained with the stuff, indicating some dark possibilities.

“I d-d-don't l-like this,” Fluttershy whispered, hugging Scootaloo close to her side.

“How did the zerg get the drop on them like this,” Rainbow Dash muttered as she prodded a ruined cot.

“They seemed to have tried to hold out on the upper floors,” Applejack muttered, slithering in from a nearby staircase. “They likely dug in atop the stairs in hopes of getting airlifted out but that probably didn't happen.”

This time Twilight said nothing, merely turning and trotting hastily out of the building. The rest followed after her as she all but sprinted towards the mine entrance they had yet to check out. Sure enough, their assumptions proved true, as the door had been clawed down from the inside.

“There is a greater mystery here than they would have led us to believe,” Twilight remarked, running a hoof over the deep gouge on the metal door.

“It seems so. What are your orders?” Spike asked.

“Our mission hasn't changed,” Twilight declared, standing back up. “First we’ve gotta make sure there isn't a horde of zerg about to surge up from under our hooves.”

“I don't detect any,” Spike added.

“M-me n-n-neither,” Fluttershy whispered.

“True, but that doesn't mean there aren't some nearby,” Twilight warned. “After all, this place was first built by griffons in order to illegally mine a rare metal. One which is the primary part of the anti-psychic alloy used by the confederates.”

“But didn't they mine this place dry?” Applejack asked.

“Yes and no. They mapped out most of the vein, but were unable to extract it without collapsing the entire mine on top of their heads. Which is why there are so many resources left behind,” Twilight answered.

“B-but we wouldn't have that w-w-worry,” Fluttershy exclaimed.

“But the higher-ups didn't know that,” Twilight added, a smile crossing her face. “They assumed we wouldn't be able to build much of anything out here.”

They wanted us to fail, Zecora bitterly declared.

“Maybe, or maybe they had hoped we would solve a unique problem,” Twilight replied.

“Either way, we should work in secret, and not show our hand until we’ve built up an army of our own,” Spike stated.

Twilight nodded. “Exactly, but before we worry about that, we have a mystery to uncover.”

Author's Note:

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