• Published 18th Aug 2018
  • 14,268 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 3

Twilight ran her metal hoof across the sharp point of glass, her gaze distant and unfocused. Her mind wandered to memories of Cadance, of the joy they had shared, and ultimately the alicorn’s sudden end. Those calming words which the older mare used to usher Twilight to sleep returned to mind, though the infested was swift to banish them.

“She isn't alive. She can't be, it's impossible,” Twilight muttered to herself.

“My q-queen. Is this an acceptable t-t-time?” Fluttershy whispered.

“It is,” Twilight declared, turning towards her subordinate and away from the large, empty tank. “Are you ready to start our first true hive?”

“M-me? B-b-but I thought you’d d-do the h-h-honors,” Fluttershy murmured, her small forearms clutching one another tightly.

“In this respect, you are far more skilled than I,” Twilight replied.

“But I d-don't have the p-p-power,” Fluttershy retorted.

“You will be borrowing mine,” Twilight answered, extending a hoof towards the other infested. “All you must do is take it.”

“I’m n-not s-s-sure,” Fluttershy murmured.

“It's alright. We’ll do it together,” Twilight encouraged.

Reluctantly, Fluttershy walked up to the other infested, and took her offered limb in two of her own. Clutching the hoof, Fluttershy breathed slowly, focusing herself inward and drawing upon Twilight's psychic energy. Twilight in turn felt this pull and allowed Fluttershy free reign over her strength, though she was careful to not give too much too quickly.

While this happened, Twilight used her magic to drag over the pile of organic material and minerals they had scrounged. The mound of rock-laden food waste didn't look like much at first, though that changed when Fluttershy’s eyes began to glow. No longer was the dull orange light faint, but now it was bright, and an inner fire glowed hot within Fluttershy’s twin orbs.

The pile then lifted into the air and formed a neat ball which began to spin gently at first, but soon began to pick up speed. Within a few seconds the sphere was perfectly smooth, the organic contents within having been rendered into a fine paste. The minerals were soon crushed and added to the mass which was itself beginning to twitch as if it were alive.

“Now just place it wherever you feel is natural,” Twilight whispered.

“But it won't be enough to reach the mineral veins,” Fluttershy replied.

“It doesn't have to. There is a vat of organic material hidden beneath the floor. See?” Twilight pressed, sharing the necessary memory with her subordinate.

“Okay,” Fluttershy murmured.

Feeling Fluttershy’s confidence growing, Twilight gently expanded the flow of power, giving the other mare a greater supply. Which she put to use tearing off the grated floor and levitating the still spinning mass down to the ground beneath. The orb then shaped itself into something resembling a drill that in turn began to push into the steel.

The noise was harsh and sharp, but ultimately brief, as the greenish purple ball soon disappeared. A second later, Fluttershy used a considerable amount of Twilight's reserves before releasing a shuddering sigh. The pull on her psychic energy dulled quickly before dissipating entirely, leaving Twilight curious about their success.

Twilight glanced over the side of the grated floor and peered down to where a small greenish purple stump stuck out of the ground. Already Twilight could feel its growth, the tiny psychic signature the creep put out alerting the zerg to its progress. Then, just as planned, it reached the vat just as it was starting to run out of the material necessary to grow any further.

The second that thin appendage breached the barrier, it greedily began to suck up the contents within. Though plagued by rot, the organic slurry was still a potent source of resources, giving the creep exactly what it needed. Growing considerably in only a few seconds, the semi-sentient mass extended deep roots burrowing into the rock and started to hollow out a space for its processors.

“It is done,” Flutteshy murmured.

“How long until we’ll be able to produce our own units?” Twilight inquired.

Fluttershy hummed thoughtfully. “A week? Unless you’d rather we skip some of the resource extraction and go right to constructing the boughs and the pool.”

“No,” Twilight replied immediately. “I want to focus completely on ensuring that we have more than enough resources before we move on. Only once that is done will we move on to defences and growing more zerg.”

“Would that not leave us vulnerable?” Fluttershy asked, only to wince and shrink down. “N-not that I’m s-s-suggesting I know m-m-more than y-you.”

“We currently have the element of surprise, and the assistance of our allies. Nevermind the fact that current enemy forces in the area are minimal at best,” Twilight answered. “In the coming weeks all of those things will likely change, and when they do, our strategy will as well.”

“Good thinking,” Fluttershy murmured.

“You can let go of my hoof now,” Twilight remarked with a smirk.

Fluttershy immediately blushed and recoiled, stumbling back a few steps. “Oh, I’m s-s-s-s-s-sorry.”

Twilight chuckled. “It’s okay. I’m going to oversee the rest of the base. Feel free to do whatever it is you’d like with your free time. I’ve got a feeling we won't be able to move out for a little while at least.”

“Y-yes. Thank you, my q-q-q-queen,” Fluttershy stuttered, each word being uttered with enough force to sound like the infested was physically spitting them out of her mouth.

“Take your time, Fluttershy. You’ve earned a break,” Twilight remarked.

The infested unicorn then trotted away, swiftly leaving the many racks of experiment tubes behind her. Ascending the many stairs, Twilight's pace slowed, and only then was she aware of how fast she had been walking. Twilight took a moment to calm down and remind herself that Cadance could not be alive before continuing on.

“Seems like everything is going well down there,” Spike exclaimed, leaning on the rocky wall just outside the hidden base.

Twilight nodded, stopping once more upon leaving the secret laboratory behind her. “It is. Fluttershy is doing well, and if she had a bit more psychic potential, she could probably guide the creation of a hive all on her own.”

“Maybe in the future she will,” Spike offered, joining Twilight as they walked towards the bottom of the mine shaft.

“It's possible. Us just being together like this has changed everyone. Even me,” Twilight continued, grabbing Spike by the arm and levitating them both slowly up to the top of the shaft.

“Well, just about everyone,” Spike retorted.

Twilight waited until they reached the top before pausing to look at the drake. “What do you mean?”

“I mean just that. Not everyone’s changing,” Spike stated with a shrug. “I’m still just as useless as ever.”

“You are not useless,” Twilight declared.

“What have I done to prove otherwise, huh?” Spike exclaimed. “Face it. I’ve been moral support, and that's about it.”

Twilight sighed. “We are going to table this discussion and come back to it when we go on a mission shortly. First off, we need to check with the others.”

“Are you sure you want the dead weight?” Spike muttered bitterly.

Twilight rolled her eyes and ignored Spike’s comment, focusing instead on where exactly Applejack was. Locating the hydralisk hybrid wasn't difficult, as she was hauling supplies just outside the exit to the mines. Upon spotting Twilight and noting the curious look in her queen’s eye, Applejack stopped dead in her tracks.

“Something I can help ya with?” Applejack inquired.

“How have things been going up here?” Twilight inquired while trotting over to her subordinate.

Applejack hefted the box she was carrying and hummed thoughtfully. “Pretty darn good, all things considered. Zecora thinks that she can use some funny sounding chemicals to break down the majority of the equipment into usable components. So that's good.”

“Provided the creep can utilize it, this would speed things up a little,” Twilight reasoned.

“That's what Zecora was thinkin’,” Applejack replied. “Aside from that, Scoot’s been monitoring that radio those confederates dropped off, and Rainbow Dash should be back with a couple ladders real soon. Apparently there is some big supply drop comin’ in a few minutes or so.”

“Let's go take a peek then and see how Scootaloo is doing,” Twilight offered.

“Have fun. I’ll keep haulin’ all this junk outta the way,” Applejack replied before slithering away.

Twilight and Spike soon walked off as well, making their way up onto the one cleared section of the wall close to the gate. Where Scootaloo sat, the zergling hunched over the small radio and peering intently off into the distance. Her ears were covered by the device’s headphones, the chatter of distant ponies spilling out from around the sides.

Hear anything interesting? Twilight asked.

“Bwah!” Scootaloo shouted, throwing off the headphones and spinning around to face Twilight. “You scared the pants off me!”

Spike rolled his eyes. “You should be more aware of your surroundings. If you were, you’d be able to feel us coming.”

“I was just distracted, is all,” Scootaloo exclaimed.

“Have you figured it all out?” Twilight inquired, gesturing to the radio.

Scootaloo eagerly bobbed her head. “Oh yeah. It was super easy once Rainbow Dash explained what all the knobs and buttons do. I even managed to figure out what signal they were using for their communication dealies.”

“Find out anything interesting?” Spike reiterated.

“Not really,” Scootaloo replied. “Other than that supply thingy coming, they’ve just been talking about us a bunch. Most of it’s been nice but there are two of them that really, really don't like us.”

“I suspect they’ll only dislike us more once they find out what we are capable of,” Twilight remarked.

“Idiots,” Spike muttered under his breath.

“Their opinions are irrelevant. Keep up the good work, Scootaloo,” Twilight declared, rubbing the infested filly’s head affectionately.

“Will do, boss! Oh, that's a good spot. Lower please,” Scootaloo murmured, her back legs twitching as Twilight scratched away.

Twilight chuckled and continued to lavish the small child in attention while also imparting appreciation for her efforts.

“I think I see them,” Spike exclaimed.

Twilight looked over to find that a plume of dust was approaching, one which was headed by a large and familiar vehicle. This time the small convoy it led was a little bigger, though it had far less members than the last time. Now it had only two trucks and an additional unarmed APC behind it, though they were transporting far more than just simple personnel.

Several large shipping containers sat packed into the long boxy truck immediately behind the escort. The one following after that had only a single massive circular object, one which resembled a small command center. Strapped to the roof of the final vehicle was a large radar dish, along with a few extra boxes of supplies.

“Two more squads,” Spike remarked. “Other than that, just a whole lot of supplies and that command center.”

“Very good, Spike. Your precision is impeccable,” Twilight commended.

Spike shrugged. “It's nothing. Just a little practice, is all.”

“Dang, dude. Just take the compliment,” Scootaloo murmured.

“If your skill is easily learned, then it ain't much to gloat about,” Spike retorted.

“That's enough of that,” Twilight interrupted. “Come on, let's go.”

“Where?” Spike asked.

“Out. We’re going to gather some of those escaped zerg while the others hold down the fort,” Twilight stated, leaping from the wall and landing on the ground with a dull thump.

Spike followed a second later, stumbling briefly when he touched down. “W-wait. What about the girls?”

“They’ll be fine,” Twilight retorted. “And we won't be going far. Now then, up for a run?”

“Of course,” Spike replied, straightening his spine. “I haven't had the chance to break a sweat in weeks.”

“That changes now, because we are going to sprint all the way to those hills and back,” Twilight stated, pointing off into the distance.

“Like, right now?” Spike muttered.

“Like right now,” Twilight exclaimed.

“Alright then,” Spike replied, falling forwards and planting all four limbs on the ground. “Ready when you are.”

“Try and keep up,” Twilight teased.

Spike scoffed. “If anything, it's you who's going to be struggling. Miss metal legs.”

“We will see,” Twilight whispered.


Twilight slowly looked over her surroundings, eyes easily adjusting to the low light of early evening. Usually this would be difficult to figure out as the moon had remained almost stationary in the sky and the sun had yet to return. Yet a quick glance up at the pale white orb above revealed that its light was fading ever so slightly. It was as if the Nightmare was attempting to mimic the actions of the sun, but either way Twilight was just glad it was a little easier to tell time.

Turning her thoughts away from the Nightmare was difficult due to the hate Twilight felt, but distracting herself by inspecting her surroundings proved successful. Around her lay many sloping inclines, some deep, others mostly flat, the majority of which had some kind of minor vegetation. A hearty tree, a small section of grass, and even a few small clumps of forest were visible amongst the many, mostly rust-colored hills.

It was a rather pretty sight, one marred by several abandoned farms, empty houses, and destroyed villages Twilight occasionally spotted. Some were obviously the work of zerg, others time or perhaps neglect, either way there wasn't a pony around for miles. Only Twilight and Spike, who was slowly stumbling up to her, chest heaving as he sucked in air.

“How. Did. You. Do. That?” Spike asked, stumbling to a stop on Twilight's right and speaking between breaths. “We. Ran. For. Hours.”

“Yeah, I suppose we did,” Twilight mused. “A nice warm-up, if nothing else.”

“You’re… crazy,” Spike muttered.

Twilight chuckled, waiting patiently for Spike as he gathered his bearings and stood up fully. It took another minute for the infested drake to finally get his breathing under control and start looking around.

“Better?” Twilight asked.

Spike nodded. “I still think you're crazy. We can't sprint for two hours without pause.”

“Hmmm,” Twilight grunted.

“So,” Spike began. “What now?”

“That's up to you,” Twilight replied. “This entire mission hinges on your ability to gather the disparate zerg and bring them here for me to dominate.”

“Pfft, I can't do that,” Spike exclaimed.

“Yet you haven't even tried,” Twilight pointed out.

“It's not a matter of trying,” Spike claimed. “I don't have the power necessary to reach that far. Nor do I have the will necessary to command them.”

“You do,” Twilight stated, extending a hoof. “Borrow a bit of my strength and get it done.”

Spike gnashed his teeth silently, but took the offered limb despite his annoyance.

“Fine,” he muttered. “But when I inevitably fail, I get to say I told you so.”

“And when you succeed, I get to do the same,” Twilight stated.

“Whatever. Let’s just get this over with,” Spike murmured.

The dragon then closed his eyes and reached out to Twilight in a non-physical manner. Feeling this, Twilight completed the connection and once more gifted another with a portion of her psionic power. This time she knew what her partner could handle, and thus she gifted Spike a considerable amount of the stuff.

Immediately Spike faltered, his own indecision causing him to flounder as the energy fluctuated rapidly. Despite the air starting to crackle, and her strength beginning to slip away due to Spike’s poor handling, Twilight didn't let up. The dragon’s thoughts were scattered, his focus split between his own inner worries and the task suddenly thrust upon him.

Yet as time passed, things didn't get worse, and as seconds turned to minutes, Spike’s confidence slowly increased. Sure he had yet to accomplish his goal, but he had yet to fail, furthermore he could sense his grip on Twilight's power growing stronger. Then, just as Twilight was beginning to worry, Spike mentally reached out in all directions, connecting to dozens of zerg, some of whom were many miles away.


A pair of zerglings gnawed at the tires of a parked vehicle, their stomachs a burning void that yearned to be filled. Their sharp claws scratched away at the machine, some instinctual urge demanding that they keep them sharp. This was despite the fact that neither had truly used them since they had been allowed to go feral. After that they had raided an abandoned home and spent nearly every waking moment eating, scrapping with each other or sleeping.

Without anyone around to challenge them, the pair were aimless and without purpose. Occasionally they would stop and scratch at the cybernetics implanted in the sides of their head. Or they would chew on their metal legs, though they swiftly grew bored with such thoughts and went back to eating rubber.

Then there was a voice that was not a voice, a feeling that was mostly instinct which drifted in on the wind and captured their attention. This string of emotions promised them food, real food. More important than even that, it stated that they would have purpose. With a reason to exist now in their grasp and the tempting presence of a more powerful zerg bioform, they took off at a sprint towards the source.

They knew not where their final destination truly was, but that didn't matter to either of the semi-sentient creatures. A queen called, and they would answer.


The undersized and slightly malnourished ultralisk slammed its enormous bladed appendages down on the command center with a deafening thump. Somewhere within the building, someone screamed, and the sound of over a dozen feet could be heard from inside. The great beast didn't care about any of these small details however. Its final command had been to enact violence on all non-zerg, and it was loyal to the memory of its final queen.

So it continued to assault the fortified structure, unbothered by the many injuries it had sustained. Bullet holes, bruises, and worse covered its exterior, though none had struck deep to slow the creature’s attacks. Not even its missing eye could stop it from carrying out its last master’s cruel, lingering orders.

Then, something changed, and the ultralisk paused before it could slam its arms down one final time. It was not mercy which stayed it however, rather it was an almost familiar presence it had not felt in a long time. Though not completely identical to the last creature to command it, the feeling was close enough for the ultralisk to give it pause.

So it abandoned its attack and sprinted away, heading for the rust-colored hills which lay in the distance.

Leaving behind several very scared and very confused confederates.


“Are you sure about this, Winch?” whispered an earth pony, shotgun cradled in his forehooves. “Wasn't there a whole buncha them butt-ugly critters down there?”

Next to him stood a taller, more physically impressive pony with wide shoulders and a bold, unshakable smile.

“That's why we’re here, Pinch,” she stated. “Old man Jenkins apparently left behind nearly everything he owned before he evacuated to Augustgrad.”

“So?” muttered the fatter, shorter earth pony.

“So that means we can take it!” declared the other pony, hefting a large revolver. “Now get that gun ready. I don't want one of those things to come up from the cellar and catch us both by surpr-”

The mare’s speech was cut off when a hydralisk surged past her, its towering form bursting from the now destroyed cellar door. It was followed by several zerglings and a few drones, all of which immediately charged down the street without looking back. Seemingly forgotten, the two ponies watched in confused horror as the small army disappeared into the hills beyond the small collection of mostly metal houses.

“Eh, boss,” whispered the stallion.

“Yeah, Winch?” replied the mare.

“Ya wanna just… go home?” asked the rotund earth pony.

“Yes, Winch. I’d like that very much,” replied his compatriot.


“Whew,” Spike muttered. “That's the last of them.”

“Great work. How many this time?” Twilight replied.

“Nine,” Spike declared. “Making fifty-eight, right?”

“You are correct,” Twilight exclaimed, a wide smile crossing her lips. “You did amazingly.”

“It's nothing you couldn't do,” Spike flippantly replied.

Twilight shook her head. “That kind of precision is simply beyond me. You have a real skill, Spike.”

“I…” Spike smiled. “I guess I do.”

“That isn't the only one of your special skills, but it's an important one,” Twilight reiterated. “Don't forget that.”

“I won't,” Spike muttered.

“Good, because I’m tired of you pouting and complaining,” Twilight stated.

Together the pair watched as another group of zerg made their way into the growing ranks assembled around them. The new arrivals soon calmed as Twilight's control was cemented, and they were added to her burgeoning army. An army which sported numerous mechanical additions or replacements, most of which were attached to their heads or upper body.

“Never forget how important you are to the group,” Twilight began. “We are all a part of this greater organism, and each one of us is integral to its survival.”

“All cogs in a machine,” Spike remarked.

“No. A cog can survive on its own once separated from the larger mechanism. We need each other if we are going to make it in this world,” Twilight stated. “There are too many threats larger than any one of us.”

“Well put, boss lady,” Spike agreed.

“So, got all that self-loathing out of your system?” Twilight teased.

Spike chuckled. “Yeah. I guess I do.”

“Great. Then you can help me name all these guys while we wait for the stragglers to arrive,” Twilight offered.

“Why do you insist on naming all of them? You know they are expendable, right?” Spike inquired.

“Of course I do. But Fluttershy is going to name them all anyway, and this way we can make sure she doesn't pick anything lame like Lavender or Snuffles,” Twilight replied.

“Ha! Very true,” Spike exclaimed. “Let’s start on the left side with Rex, Tank, Gunner, Buster, Whiskey…”

Author's Note:

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This update was made possible by the wonderful support of readers like you: Ech, Tailsic, Chrisb32, Nightwing, Tonoz, CoreyPeters, Thane, Renegade, Sunset Flash, Kyokimute, Monsterkittie, Louts Petals, Tacocat, Tom, MestreJ, Aang Slyver, Canary in the Coal Mine, Ceepert, Starless, Vi Watch, Facinus, M, Nfreak, Venerable Ro, Blade Tech, Cryil Shadeclaw, John Gonzales, Nightwing, Peter Coulthard, Srgtartman, Thane Kull, Victor, Dale, Dragons' Sheppard, Egery007, Gear change the earth pony, Ivar, James, Kali, Lich Lord Krosis, Menthol Qtip, Midnight Serenade, Mop Hop, Nathan Brown, Octavia Lowbar, Pacsik, Soundtea, Hannibal, Fiamgoku, Grub, Matias Duran, and Steven.

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