Starcraft: Infestation of Equus.

by ZarPaulek

Rating: teen
Tags: Princess Luna, Princess Celestia, Crossover, Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 9794

The Zerg have found an excellent planet on which to pursue their endless quest for perfection; environmental extremes, lethal and exotic fauna, a sapient species with psionic potential to rival the Protoss, what better place

The Zerg have found an excellent planet on which to pursue their endless quest for perfection; environmental extremes, lethal and exotic fauna, a sapient species with psionic potential to rival the Protoss, what better place to drive the Swarm's evolution? However, Twilight Sparkle isn't willing to just let them walk all over Equestria, and a large cache of self-replicating alien technology says they're not taking over without a fight.

Published 2013-06-18 03:10:02 UTC
Last updated 2013-10-06 01:56:38 UTC

Prologue: First Contact

Terran date: December 14th, 2409 Anno Domini
Equine date: Summer solstice, 1000 Regnare Caelestis
Confederate lunar observation post, Equus system
On the dark side of the moon orbiting a shockingly earth-like planet inhabited by a race of sapient equines there was a small Terran base, a very small base in fact, just a command center, a barracks, a few marines, a single dropship, and a science facility. The Confederacy couldn't be bothered to send more personnel when they needed everyone to deal with the Sons of Korhal, and there were rumors of an attack by aliens too. There were certainly aliens here but none of them would be achieving space travel for centuries. Hence a garden world with no colony but a barely manned outpost whose people should have been rotated out weeks ago, the reasons why not were at that moment being discussed by two SCV pilots going out to repair one of the equatorial sensor posts on the light side.

"So, they say that some marshal on Mar Sara went nuts and blew up a Confederate base or something." One of them told his companion.

"Yeah right," the other stated disbelievingly, "and they couldn't spare one measly cargo transport for us? I'm telling you, if I have to eat nothing but synth-protein one more time..." He broke off suddenly as the ground started shaking, "what the hell is going on?"

A dark mist gathered around them, somehow, without atmosphere, then began to coalesce into the shape of a tall figure on four spindly legs, colored black as pure vacuum with clouds of purple like the night sky. From its shoulders sprouted a pair of feathered wings and from its head a single long horn. It looked at the two suited humans with a pair of reptilian eyes then an aura of deepest blue formed around them and lifted them off the moon's surface, and crushed them like a couple of beer cans. Their dying screams echoed across the radio to the base on the other side. The base dispatched their marines but the Nightmare cut them down with a blade it produced out of that same aura is killed the SCVs with. In desperation the scientists tried to launch their facilities that were still capable of mobility but it grabbed them and flung them into the moon, where they crumpled and buried themselves in the regolith. Once it was sure they were dead it leaped into space and turned towards the planet below.

Chapter 1: Invasion

Equine date: Summer Solstice 1004 R.C.
Terran date: November 20th, 2504
Deep within one of the deep pits where the Swarm spun together DNA strands from the species they consumed in their unending quest for perfection the Queen of Blades consulted her master of evolution, "you say that you have something to show me?" she inquired of the spindly-limbed creature before her.

Abathur paused a few seconds before answering, nervously waving his lower pair of arms, "new species encountered by one of your Brood Mothers, advanced metamorphic abilities, can assume the appearance of other species with sufficient precision to deceive the keenest sensory organs developed by the Swarm."

"So assimilate them already, don't bore me with these mundane matters."

"The few samples acquired badly degraded, their strands seem highly unstable. Thus far unable to obtain more. Difficult to detect."

This got Kerrigan's attention, that kind of tactical advantage was invaluable if the gene-weaver could recover their DNA. But she doubted that any of her Brood Mothers had enough tactical sense to find such creatures if they could hide like that. "Very well then." The Queen of Blades reached out through the Hive Mind of the Zerg Swarm to a seemingly untouched garden world.

"Planet Equus, uncolonized by Terrans or Protoss, found by Brood Mother Kilysa using Confederate data files, several native species of interest." As Abathur droned on visions of the planet's fauna flashed before Kerrigan's mental eye, leonine creatures covered with spines, three-headed hydras, flying reptilians the size of Overlords but with much obvious offensive weapons, ursines taller than Dominion skyscrapers. "Changeling species, malleable physical structure, can assume appearance of other species to infiltrate enemy forces." A black chitinous quadruped with gossamer wings and a single horn on its head approached a group of furred quadrupeds then in a burst of green flames assumed the appearance of one of the furred ones.

"Most useful." Kerrigan reached out and commanded a Leviathan in orbit to launch a Sac towards the clearing where the changeling had appeared. The creatures ran as they saw the bulging vessel fall towards them but were not fast enough to outrun the swarm of zerglings that emerged when it burst. The beasts' genetically engineered adrenal glands pumped stimulants as they chased down the defenseless animals and tore them to pieces. As gore flew there was a sudden burst of green and six zerglings suddenly became seven. "Halt," Kerrigan commanded and the zerglings stopped eviscerating helpless wildlife, "the Changeling must have transformed to look like one of the zerglings, but which one is the fake?" She commanded the zerglings to move to the north, then to the west, then south. As they ran she noticed one was slow to respond, she moved each of them in different direction and the slow one just looked confused then scurried off to the east, in the opposite direction as the command she had sent it. "Kill that one." The real zerglings pounced on the impostor and tore into it, the fake's shapeshifted armor and claws proving to be nothing more than ineffectual imitations. In a last ditch attempt to save itself it assumed its natural form and tried to fly away but the Zergs ripped off the thin membranes leaving it helpless as they devoured it alive.

"Essence extracted, sequence is incomplete." Abathur's monotone seemed almost disappointed. "Physiology suggests eusocial reproductive behavior, must find queen."

"Kilysa," the Queen of Blades reached out to her subordinate, "deploy an Infestor and a couple Overlords and Mutalisks to this location and give me direct control over them."

"Your will shall be done my Queen," the Brood Mother replied as the flyers descended on the clearing and disgorged a hulking creature with many pulsing sacks of fluids growing from its back.

"Excellent, now then, let's go hunt down another one." The new units joined the old ones and moved down a well-worn path in the forest, soon the Overlords spotted a village filled with the quadrupeds they had seen earlier. "The last Changeling seemed to like these creatures, there could be another one here." The Mutalisks opened with a flurry of glaive worms that cut through the wooden structures like they were flypaper and dismembered several of the local creatures before they could flee in terror. The Zerglings followed, swiping at anything too slow to escape them while the Infestor spewed immobilizing fungus. Then one of the Overlords spotted it, a green flash and an extra Zergling, like before Kerrigan ordered the Zerglings to scatter, but instead of killing the one that did not respond this time she ordered the Infestor to spit a neural parasite into it instead. The false Zerg flailed and screeched as a long tentacle sprang forth and burrowed into its skull then the Changeling appeared to calm down and changed back to its true form. "Good, now let's see where your hive is." One of the Overlords picked up the paralyzed Infestor controlling the Changeling and the Zerglings piled into the other, the Changeling was directed to return to its home while the Infestor was kept within tentacle's reach.

The Zerg flew behind the infested creature as it came to a ruined city, many of the wrecked buildings covered with something resembling a green hardened mucus. The Changeling flew towards a castle overlooking the city, the only land route being a narrow winding path up the mountain, the Overlords deposited their living cargo on the small clearing in front of the castle's front gate. "Break it open." The Zerglings clawed at the hardened gates, but the material coating it resisted their blades for many minutes before they finally broke through.

No sooner had the castle gates cracked than a swarm of hundreds of pseudo-insectoids swarmed out of the opening, not even bothering to transform they overwhelmed the Zerg with nothing more than their horns and teeth. The Zerglings killed them by the score before they managed to take off but they were still hopelessly outnumbered, the helpless Infestor was slaughtered and the Changeling it had been controlling flew away in panic. "I guess we'll need those reinforcements after all." Kerrigan added wryly as a Nydus worm burst out of the ground and started disgorging Hydralisks which started shooting Changelings out of the sky as more Mutalisks descended on the emerging hive. Finally a larger creature came out, her horn notched and crooked, her legs pocked with holes like Swiss cheese.

"Queen detected," Abathur stated as the large one appeared, "sensing large essence concentration, complete sequence." Suddenly a beam of green energy lanced from the point of her horn through a line of Mutalisks, raining gore on the city below. The Zerg scythed through the Changeling swarm but their matriarch resisted the attacks, blocking some with a shield composed of that same energy she attacked with and simply shrugging off others. As the lesser Changelings perished the Zerg began to concentrate fire on the queen, many spines and worms were blocked and the queen's beams destroyed many Zerg but eventually her shield gave out and she was suddenly hit by hundreds of biological ranged weapons, tearing a hole through her right flank and sending her twitching carcass crashing to the ground. The surviving Changelings watched as their queen disappeared into the ventral sacs of an Overlord then flew off before they could suffer the same fate. "Essence obtained, spinning strands."

The next day
Princess Twilight Sparkle stood on the podium at the Ponyville town center addressing a crowd of frightened townsponies. "Listen up everypony!" She yelled, using a bit of the Royal Canterlot Voice Luna had taught her to quiet the squabbling in the crowd. "I don't know much about what attacked Ponyville while we were at the Summer Sun Celebration in Manehattan" she gestured to Applejack, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash standing behind her, flanked by a pair of unicorn guards, "I have no idea why Daisy says that they slaughtered her friends and then ate a Changeling that had been posing as one of them, while reports from survivors of the attack on Ponyville proper state that a Changeling led them away, or something. But I've placed Royal Guards armed with spears, spells, and ballistae at every access point to the town in case of another attack."

A brown earth pony at the far edge of the crowd spoke up. "So all the guards are at the edges of the town except for those two with you?"

Twilight wondered why somepony would ask that of all questions. "Yes."

"Excellent." Suddenly the ground started shaking, fracture lines appeared concentrated near the pony who had spoken. Other ponies started running around in panic, the guards knelt and pointed their horns towards the brown pony.

Twilight's mind raced as she tried to make sense of this new turn of events. A spell she had developed shortly after her brother's wedding came to mind and she created an expanding hemisphere of purple aura. When the aura hit the odd pony he convulsed in pain, then seemed to implode for a second and then turned a sickly purple color and sprouted spines and wicked looking claws and a face full of jagged teeth.

Applejack charged forward to get a closer look, "he was a Changeling?"

"No," Twilight replied, "he can transform like a Changeling but doesn't look much like one." She lifted the monster up with her magic. "I-" she was cut off as the creature suddenly liquified and poured onto the ground in a sticky puddle, "did not do that."

The ground where the transforming creature had been standing burst open and a gigantic worm-like creature emerged, it turned its large head towards the princess, opened its mouth and spat out a roughly pony-sized predator, two scythe blades sprouting from its armored back. Then another one followed, then another, then a smaller worm with a pair of blades on long appendages below its head.

Rainbow Dash took off and yelled loudly "Chaarrrgge!" then flew straight into the growing tide of teeth. Applejack, Pinkie Pie, and Rarity followed, Pinkie blasting aliens away while the others pummeled them with hooves. Fluttershy tried to hide behind one of the guardponies. Twilight and her honor guard stood there and flung bolts of force at the invaders, knocking them back but doing little lasting damage.

"This isn't doing any good!" Twilight shouted to her friends, "their shells are too hard." She raised her head, spread her wings, and launched herself into the air. Every one of the monsters on the field glowed with her lavender aura and was lifted into the air, gathered together into a big ball, then shoved them all into the worm's mouth.

Pinkie Pie couldn't help but giggle a little, "looks like he bit off a bit more than he could chew."

The world's youngest alicorn wasn't done yet though, she spread her aura over the massive worm's head and started pulling upwards. The beast lurched upwards five meters, ten meters, twenty, then there came a loud ripping sound and the worm came all the way out of its hole, pouring blood and entrails. She lifted it half a mile above Ponyville and then let it and the creatures inside it fall onto a clearing near the Whitetail woods.

"Is it over?" Fluttershy poked her head out from behind the guard she had been hiding behind.

Rainbow Dash evidently did not agree with her sentiment. "Already? But I was just getting started?" As she turned towards Twilight the princess got a good look at her, she was covered in gashes streaming blood and her right wing was limp at her side, a large barb sticking out of it. "Come on, let me go after them."

"Not until after we get you to a hospital Rainbow Dash."

The cyan pegasus glanced at the wounds covering her body, her eye fixating on the crippled wing. "Oh." And then she collapsed.

Chapter 2

One week after the attack on Ponyville was repelled

Rainbow Dash sat up in her hospital bed at Ponyville General Hospital, truth be told she was there so often they had a room reserved for her, but given her current injuries it seemed her current stay might be a bit longer than usual. Her wing was completely wrapped in bandages and more covered her flanks and neck. At that current moment, however, her attention was focused more on the five mares standing around her than on her injuries. "Seriously guys, what took you so long to visit me?"

Twilight Sparkle looked a bit guilty at this accusation. "Well, Princess Luna had this idea about where those monsters came from."

"They're aliens!" Pinkie Pie apparently couldn't stop herself from blurting it out.

"Aliens?" Rainbow Dash sounded a bit skeptical, "you mean like in this latest Daring Doo book?" She held up a paperback showing the eponymous pegasus archaeologist looking at a unicorn skull with an elongated cranium made from smooth crystal.

Twilight picked up the book with her magic and quickly flipped through it. "I'm afraid not Rainbow, the author's idea of aliens are quite a bit more equinoid than the real thing."

"I suppose that makes sense," said Rainbow Dash as she took her book back, "after all we've seen weirder things here on Equus, why should something from another planet be anything like us?" She seemed to suddenly realize something as she said that. "Actually, what makes you so sure that they're aliens when we've got so much funny stuff here?"

"I know, I know!" not surprisingly Pinkie Pie was standing on her hind legs and holding a forehoof high above her head. With a defeated expression Twilight allowed her to continue. "It all started back when that meanie Nightmare Moon was released from the moon..."

Five days previous
Twilight, Pinkie, Fluttershy, Rarity, Applejack and Spike were standing in the middle of a crater on the moon, Twilight projecting an airproof force field to keep them breathing. Outside of the purple bubble the princess of the night hovered above the twisted wreckage of what could only be described as alien spacecraft, completely exposed to hard vacuum but showing no ill effects whatsoever. "Behold! Proof of beings from distant stars!" Luna's voice boomed through the emptiness of space.

The other ponies were apparently not as impressed as she had been expecting.

"They came in that mess?"
"These fellas don't look that much like those things we saw in Ponyville."
*Squeak*
"How can we hear you in space?"
"We should have thrown them a "welcome to Equus" party when we had the chance."

Princess Luna glided down through Twilight's force bubble to speak to them directly. "To be fair the creatures that attacked Ponyville were just as abnormal as these things." She pointed with one hoof towards a crushed marine, his dried skin showing through his shattered visor. "And their vessels were in marginally better condition before that thing I had become destroyed them." She turned to look at a semi-hemispherical ship that appeared to be upside down and slightly crushed, while another stood on its side with legs flailing out into nothing. "As for why I could speak to you from outside this bubble you constructed for your friends' convenience it has something to do with why you personally do not need it little sister."

"Right, alicorn magic or whatever." Applejack looked at the dead marine, "what about the rest of us?"

"You would asphyxiate in a few minutes, if you tried holding your breath your lungs would rupture, the fluids on or below the surface of your skin would boil away." Applejack's jaw dropped open as Luna described the effects of vacuum on a pony, "and you would be unable to speak or hear anything."

Then Fluttershy decided to surprise everyone by suddenly flying up, hitting the inner surface of the shield (fortunately Twilight hardened it in time) then swooping down to grab the dead marine and hold it up in front of Luna. "And you did that to these poor aliens?" With one hoof she flipped up the visor revealing its skull-like face. "What did they ever do to you?"

Luna almost seemed shaken by Fluttershy's Stare, her eyes growing wide in shock for a moment, then she sighed and began to speak. "I may have made a mistake or two as Nightmare Moon." She picked up the marine's rifle telekinetically, "and I'm not too sure slaying these invaders of my domain was one of them." The Princess of the moon pointed the gauss rifle upwards and depressed the trigger, it roared as a flurry of iron and depleted uranium spikes flew out and tore through Twilight's shield. Air rushed out of the tear for half a second before Luna patched it up with her own force field.

Applejack was the first to speak up. "What in tarnation was that?"

"We do not know." Luna replied setting the gauss rifle aside. "I do know that it hurt a little when I was hit with its projectiles. It couldn't have killed me, as Nightmare Moon I was even harder to slay than I am as an alicorn, but it would rip most ponies to pieces." Her face fell as she spoke further. "I shudder to think of what could happen if these beings turned their weapons on us."

"Or maybe they could help us fight the Zerg!" Twilight added her own idea. "If these aliens, let's call them humans, had all this weaponry and didn't use it against us they could be friendly. This was probably a research expedition to determine if we were ready yet for first contact with beings from another world."

"Or maybe they were a research expedition to determine whether our organs could be made into cupcakes." Pinkie Pie suggested. Nopony could tell whether she was being serious or (more likely) this was another case of Pinkie being Pinkie.

"Whatever the reason they came here how do y'all know they're still out there?" Applejack threw in her own objection. "I mean it's been four years and they haven't shown up to get all their fancy toys and dead guys yet?"

Meanwhile an assistant researcher at the excavation of a ruined lab on the former Confederate capital of Tarsonis was examining the last intact data card in Terran space with the coordinates of Equus. After reviewing a few mineral surveys of neighboring barren planets that happened to be on the same crystal he decided it was of no use to the Dominion and threw it in the scrap pile.

Back on Equus' moon Twilight Sparkle was working a spell to restore the damaged Terran structures, everypony having agreed that the technology inside was in some way, shape, or form their best chance of defeating the Zerg. The command center and science facility uncrumpled and expanded, the barracks righted itself and the cracked walls re-sealed themselves, as an afterthought the princess of dawn and dusk flipped the center over so that the flat side was on the ground. Figuring that the largest building was the most important the seven of them walked into the command center's airlock, forcing open the still unpowered inner door. Inside they found a large room with several holographic monitors on armatures for easy re-positioning and a number of toppled chairs, often with the shriveled remains of their occupants still sitting on them. Fluttershy stayed by the door, a little squeamish at the sight of the bodies.

Spike, on the other hand, couldn't resist poking at various buttons and switches on the wall panels. Eventually a loud whirring of machinery could be heard and the lights and screens came on. "Didn't mean to do that."

In one corner an adjutant wired into the wall suddenly activated and sat up, speaking in a language that none of the ponies could understand. "System resuming. Warning, airlock doors open. Closing in three seconds." The creaking mechanisms of the inner door started to work, but before it could close completely Fluttershy shrieked loudly and flew outside, searching for someplace to hide she dashed into the barracks' open hatch.

"Poor Fluttershy, she's always so scared." Rarity glanced at her flight through one of the base's windows. Then she rounded on the adjutant and yelled at her. "And just who are you to scare her like that?"

The adjutant spoke once in English, "language recognized, planet native language 1." Then it switched to near flawless Equestrian Common, "this unit is designated Adjutant 42-B7, requisitioned by Confederate Science Corps for planetary survey missions."

"See Pinkie, they were scientists." Unfortunately the cotton candy maned mare wasn't entirely convinced.

"Oh yeeeaaah?" Pinkie Pie appeared from behind the adjutant's head looking upside down into her face. "What kind of science were you guys after?"

"User not recognized, access denied."

"Pinkamina Diane Pie, now tell me what you're hiding."

"User Pinkamina Diane Pie registered, status: civilian. Access denied."

"Oh come on, just tell me already."

"You're wasting your time." Luna interjected, "it's obviously something like a golem. It's pointless to reason with them."

"It's pointless to reason with Pinkie Pie." Twilight added. "Though I admit I am a bit curious as to what they were looking for, there must be a way to gain access to her information."

"Hey cool, look at this!" Spike was still fooling around with stuff, and unlike the adjutant the computer terminals had been left open by lazy engineers. "I can see Fluttershy over there." Indeed, there on the monitor was a video feed of the interior of the barracks, with the butter-yellow pegasus cringing behind a robotic arm.

"Can you try to talk to her?" Twilight asked as she darted towards the monitor Spike was standing before.

"I don't know, I can't even read this stuff." Spike frantically tried pressing holographic icons around the image of the barracks. Suddenly the lights came on in the barracks and the arm Fluttershy was hiding behind lifted up and retracted into a wall slot. Fluttershy dropped onto the platform in the center of the room and tried to fly away but one of her hindhooves got caught in something, frantically attempting to pull herself away she pushed with her other back hoof but that got caught as well.

"What's going on?" Twilight yelled as a pair of spindly arms picked up Fluttershy's forelegs and held them to the sides, they could see her wincing as her limbs were stretched out in directions they weren't meant to be in. Then all the other machines in the room all extended at once and began laying various pieces of hardware on her body, bolts screwing one segment of armor plating to one motor or welding torches fusing two plates together. "Open that door now, we're getting out there!"

"External atmospheric reading confirmed safe. Opening airlock doors." The adjutant opened both the inner and outer door of the airlock and everypony trotted outside. After Applejack bucked the hatch to the barracks a few times (putting a couple dents in the armor) it opened revealing a pony in a rather poorly fitted suit of white powered armor carrying a gauss rifle in one gauntlet. She made a couple cautious steps forward, then fell flat on her helmeted face.

"That you Flutters?" Applejack asked as she lowered her head towards the armored suit's helmet.

"Yes." A soft voice squeaked from the closed visor. "Could you help me up, if it's not a bother to you?"

Applejack forced her way under the suit's left arm and pushed Fluttershy up far enough for her to get her forelegs under her. She stood there on her gauntlets, one open palmed and the other still grasping the rifle. When Twilight noticed this she asked Fluttershy if she could open or close the "claws". It took some wriggling of her hoof within the metal glove but eventually she managed to flex one or two fingers at a time. When she flexed the trigger finger a burst erupted from her rifle, ripping two assembly arms off their mountings and knocking her to the side.

"Then what happened?" Rainbow Dash asked as her friends started to wrap up their recap.

"Isn't it obvious?" Twilight responded, "we figured out how to get Fluttershy out of that thing, (without damaging it too badly) convinced Adjutant to change all the readouts to Equestrian, tweaked the designs so that normal ponies could wear the armor more easily, moved the ships to Ponyville, and outfitted a few companies of guardsponies with armor and weapons. They've been training ever since."

Rainbow seemed a bit confused, "Wait, so it makes this stuff?"

"Yeah, there's this machine in the Command Center, you dump scrap metal or crystals in one end and these metal blocks pop out the other. Then another machine in the barracks takes those cubes and makes them into armor and weapons." Twilight ran off quickly, having learned to simplify things around most ponies who hadn't memorized the Encyclopedia Equestria. "Wish I knew how it worked though."

Nurse Red Heart came into the room with a tray of food and pain medication. "Sorry, visiting hours are over."

"Oh well, guess you girls can tell me more tomorrow." As her friends turned to leave she remembered something all of a sudden. "Did you ever find out why the Terrans came here?"

Twilight turned slowly to face her, "yes." Then she left.

"Handprint, Dr. Hoffsteder, confirmed. Level 3 access granted to user Twilight Sparkle."

"About time." Twilight stated, releasing her telekinetic hold over the dead scientist's broken off arm and letting the disgusting thing fall to the floor. "Now will you tell me the objective of this expedition?"

The adjutant twitched as it accessed some of the more restricted files. "The primary objective of all planetary survey missions of the Terran Confederacy Science Corps is to assess planets for potential colonization."

"What? What about us? What about the native species?"

"Accessing proposals of science team on the given matter." The adjutant's eyes changed from blue to yellow. "Summarizing, Dr. Johnson suggested rejecting the planet as a viable colony. Dr. Hoffsteder's idea was to attempt to domesticate the native life forms. Dr. Foster thought they might be assimilated into the Confederacy. And Dr. Jamison wanted to exterminate them before they became a threat."

The Zerg swarmed over a village of zebras halfway across the planet from Equestria. They offered little resistance, their spears barely harming even the light carapaces of the Zerglings. Broodmother Kilysa stared down at them from her position aboard an overhanging Leviathan, these creatures had pathetic essence compared to those her brood had encountered in Equestria, little more than raw biomass. It was time for another assault.

Author's Note

Know what, I'm sick of constantly referring to Terrans and Zerg as "those aliens" so I'll use their species names and assume it's a translation from whatever Equestrian words the Ponies chose to refer to them by. Same goes for technology.

A month since last update? Gods I need to cut down on the distractions.

Next up, we see whether ponies can fight the Zerg or if they'll get eaten like the Changelings.

Chapter 3

"Here they come!" Twilight Sparkle called as she observed a line of guardponies outfitted with the new equipment produced by the salvaged Terran fabricators. Some wore full hardsuits but most simply carried a gauss gun and wore their normal Royal Guard armor, the earth ponies and pegasi supporting their firearms with a shoulder strap and pulling a string tied to the trigger with their teeth. Many of them, particularly the pegasus guards, had to carry smaller AGR-14 rifles rather than the massive C-14s that the marines typically wielded. And all of these guardponies were attempting to aim their cumbersome weapons at a swarm of Zerg that were rushing straight for them.

A couple Zerglings burst apart in a shower of viscera but the vast majority reached the flimsy barricade of sandbags they'd hastily erected and easily vaulted it. Within seconds all of the unarmored stallions were eviscerated, those in hardsuits were able to take a few hits and even slay some more Zerglings before they too fell. While the Zerglings could not reach the flying pegasi they were accompanied by Hydralisks who swiftly downed the airborne ponies with their toxic spines. One unicorn put up a shield and managed to protect himself and a wounded comrade for an additional ten seconds before the swarm overwhelmed him and shattered the shield.

"That's enough." Twilight's horn glowed and unleashed a wave of energy that swept over the battlefield. The Zerg vanished and the guardponies' wounds healed. "That was pathetic! If those were real you would be dead and Equestria would be overrun with those monsters!" The guards fell to their knees and begged the lavender princess for forgiveness.

"Lay off them Twilight, this is the first time they've used this new gear." Applejack said to Twilight as they looked down on the training grounds. "I mean, look at that poor colt over there." She pointed to a guardpony in a hardsuit that was lying facedown on the ground.

"That 'poor colt' as you put it was the third longest to survive the combat simulation spell." Twilight stated in response. "Clearly the Terran equipment provides an advantage to those fools who call themselves Royal Guards but evidently it is not enough."

"Your highness," the unicorn who had thrown up the shield at the last second during the mock battle cautiously approached the princess of dawn and dusk and bowed to her. "If I may point out that it took most of us months to train with the weapons and armor we are accustomed to. You cannot reasonably expect us to learn to use these alien weapons so quickly."

"We do not have months! The second attack on Ponyville was mere days after the first! We need some way to implant the skills to use these directly into your brains or something!" Twilight's tirade was cut short by a belch of flame from Spike, she unfurled the scroll that materialized and read it quickly.

"To my dearest Twilight Sparkle,
I have received word of incidents involving odd pony-like creatures in Fillydelphia and Manehattan. I have gone to Manehattan to investigate while I would much appreciate it if you checked out Fillydelphia. You may want to bring some of your Royal Guard just in case.
Your colleague and former mentor,
Princess Celestia.
P.S. The last word we received from Fillydelphia was a one-word telegraph stating simply, "Zombies!""

Twilight rolled up the piece of parchment again and looked over her loyal guardponies. "Everypony, get one of the barracks ready for takeoff, we leave for Fillydelphia in one hour!"

Four hours later the aerial convoy finally arrived at the outskirts of the city of Fillydelphia, they decided to land and move in on hoof. The bearers were decked out in their personalized hardsuits: Twilight had painted hers royal purple with her cutie mark on the right pauldron, her friends had chosen similar paint schemes, except that Rarity had refused to wear hers until she had figured out a way to make that clunky suit of armor look anywhere close to aesthetically pleasing, Pinkie Pie wore a backpack with a set of tubes going down each arm instead of carrying a gauss rifle, and Rainbow Dash was still recovering so she wasn't present. Approximately a quarter of the ground-borne guards had hardsuits, and as soon as they landed the barracks started fabricating new suits. The pegasus guards, now freed of the burden of the troop carrier coaches, flew overhead, they would scout the city ahead of the others.

In the distance they could see the city's skyscrapers and factories, but no sign of life within the streets. No carts, no ponies walking too and from work or school, no sound of factories milling steel or trains chugging down the rails. Something clearly was not right. As the pegasus scouts flew in to ascertain the situation Rarity noticed Fluttershy attempting to hide underneath the barracks, her pack was catching on one of the support struts. "Oh come now, Fluttershy, it's true that Fillydelphia is no Canterlot or Ponyville. but it's not nearly that ugly."

"It is now." Flutters showed her tear-stained face to her white-coated friend. "Can't you hear them?"

Rarity looked confused, "I can't hear anything but those hideous machines of ours."

"You, you can't?" Seeing Rarity shake her head Fluttershy decided that she should probably attempt to explain. "When I talk to my animal friends it's not like they sound like they're speaking Equestrian, like some of the ponies in town seem to think. In fact they don't really seem like they're saying words at all. But I can usually discern their intent, I just know what they're attempting to tell me. Sometimes I see a picture of what they're thinking of, other times it's some sort of abstract concept." She shuddered as she recalled something that had been truly horrific. "But those monsters that attacked Ponyville last week, I heard a voice, it commanded them all, told them to do terrible, terrible things. And the sensations, Rarity I could feel her hunger!"

"Her?"

"I don't know, but it was like they were nothing but the claws on the ends of her forelegs. She didn't care how many of her children we slew, just so long as she got our essence. By Celestia, not even bees are that callous." Fluttershy slid the gold-plated visor of her helmet down, concealing her features as she wept wordlessly.

"Fluttershy, are you saying that they're here?"

Two of the pegasi scouting the city slipped between a pair of skyscrapers as they searched for signs of life. They scanned the streets and windows with no results for several minutes before one of them spotted what looked like a pony running down an alleyway. One of the guards decided to follow her while the other attempted to work the personal radio transmitter they had all been equipped with.

"Come on, come on," He said as he struggled to push the tiny buttons with hooves, after multiple seconds he managed to hold down the transmit button. "Finally. Reconnaissance team 3 to base, we've spotted a survivor, moving to follow."

Suddenly there came a loud crashing sound and a nearby warehouse exploded, revealing a large pulsating creature with a great singular appendage that stretched higher than the nearby office buildings. It was covered with green sacs of some sickly fluid, which it was currently spraying all over the hapless guardpony that had followed the bait into the trap so eagerly.

"Correction, no survivors and one very big Zerg!"

Four hours earlier
"I can't believe that worked." Rainbow Dash was dressed in the catsuit she had once used to break into the hospital, which this time she had just managed to break out of. "There's no way they're cutting anything else off now."

She tugged the suit off and examined herself, she was still covered with scars, though many of them were now a bit smaller thanks to repeated healing spells, but most noticeable was the fact that her right wing was completely gone. The Hydralisk's venom was slow to spread but was apparently impossible to neutralize, faced with no choice the surgeons had amputated the wing that took the brunt of the spines, leaving nothing but a tiny stump.

"Well, guess now I need to find my friends, they should understand. Wherever they are now." As she was wondering how to find them she heard a loud rumbling noise and saw one of the barracks lift off from the Terran technology grounds and drift lazily off. "That looks promising." She tried to take off after it, remembered that she now had only one wing, and instead trotted off in its general direction.

Over half an hour later Rainbow Dash, panting and heaving, arrived at the camp entrance guarded by a pair of earth ponies that had been left behind to watch things. "This," *pant* "must," *wheeze* "be what Scootaloo feels like." Realizing she was being watched she swiftly straightened up and addressed the two guards, "so, gonna let me in?"

The left guard looked at her like she was stupid or something, "and just who might you be, miss?"

"Come on, don't you recognize me?" The guards looked blankly at her, "I'm Rainbow Dash, one of the reserve Wonderbolts, bearer of the freaking Element of Loyalty. Didn't you at least see me charging the Zerg when they attacked Ponyville a couple of weeks ago?"

"We weren't here at the time." The right guard answered.

As Rainbow was about to voice another loud objection to the guard's treatment of (in her mind) such an awesome pony a young pegasus guard with an injured leg meandered over to the gate. "Dame Rainbow Dash, glad to see you're out of the hospital."

"Finally, somepony who knows who I am." The sentries stood aside as Rainbow entered the camp. "So, guardpony, where's my friends?"

"Princess Twilight and the other Bearers of the Elements of Harmony left for Fillydelphia with most of the unit." He suddenly seemed to realize that Rainbow Dash had just referred to him by a simple job title without bothering to learn his name. "And by the way, dame Dash, I'm corporal Flash Sentry, at your service."

"Yeah, yeah." Rainbow didn't seem to be listening completely. "So where can I get a pegacoach to Fillydelphia? In case you hadn't noticed I'm not exactly about to be flying on my own anytime soon." You pointed with her head to the bandaged stump of her wing.

Flashy Sentry tried to keep his face straight and not betray the feelings of disgust and pity he felt at the sight. "Sorry, they took all the coaches with them."

"Then what about these things?" She pointed at the nearest Terran structure, an engineering lab, There was also the original barracks and command center, as well as a newly constructed set of supply depots with a pony-piloted SCV stomping around and even a factory. "Twilight said that they could fly."

"Well yes," at that Rainbow jumped on top of the lab and started banging on the hull with her hooves. "But they are ridiculously slow, it would take several hours to get to Fillydelphia. And we need all of them here."

"You'd think ponies who could get here all the way from a star would have something faster." Rainbow Dash jumped down, disappointingly. "Don't you have anything faster?"

"Well, the eggheads think that those things might be capable of a couple hundred miles per hour." Flash Sentry gestured towards a few armored hovercycles parked next to the factory.

Rainbow Dash shrugged and started towards them, "it's a start."

Author's Note

Next chapter coming soon, I promise.

Seriously I had this one up to 3,000 words but realized that it would take a few more days at minimum to finish all the scenes I wanted and it had been over a month since the last update so I decided to split it.

Chapter 4

Back at Fillydelphia

A creature that resembled a pony only in the most vague of senses galloped towards the line Twilight's stallions had formed to hold this new variety of Zerg at bay. It was covered with plates of chitin and pulsing tendrils that snaked in an out of holes in the purple-furred flesh it still retained. Its lower jaw was split in half vertically and the two halves moved independently of one another as it charged, all of the original flat equine teeth had been replaced with jagged looking fangs. The guards opened fire on it immediately, a few shots hit it and the monstrosity exploded in a fireball of noxious gases and charred flesh.

Twilight Sparkle stared blankly at the crater where the infested pony had been, "that never happened in the simulation. The spell was supposed to recreate the exact effects of the weapons being used. I couldn't even detect any explosives in the ammunition, it was just plain metal!" As she was talking one of the guardponies in power armor walked slowly towards the hole in the ground, only to get jumped by another infested and tackled to the ground, before anypony could react the two of them exploded. "Who fired!"

"Nopony shot at it, their friend was in the way." Applejack replied to Twilight's inquiry. "It's like it just, blew up on its own."

"Why would somepony blow themselves up, that makes no sense? Unless..." Twilight turned to Spike, who was manning the communications rig considering how he was one of the few who had fingers. "What was it Fluttershy said about that voice she heard?"

"Uh, something about it sounding like it didn't care about its children. And how not even bees were so cal, call..."

"Callous." Twilight recognized the word Spike was struggling to form. "Bees rip their own organs out when they sting to defend their hives. What could be more callous than that?" And then the implication hit her. "Blowing themselves up of course!"

More infested ponies burst out of the ruined buildings and charged towards them. "We need to get a more defensible position! Fall back to base camp!" Twilight threw up a vertical shield wall to block the infested as they retreated from the city. One slipped through and got close to Pinkie Pie but she torched it with her flamers, then very improbably went flying from the explosion and landed in front of the fleeing company unharmed. "Oopsy daisy."

When they arrived back at the base camp the guardponies turned about and fired down on the approaching swarm. A few hits were sufficient to set the lot of them ablaze and the few survivors of the massive explosion were swiftly dealt with. Shouldering her rifle Applejack turned to her friend and princess, "so, do you have any sort of plan here?"

Twilight thought for a few moments, "okay, we've got an SCV, a barracks, and a small supply of mineral feedstock. We could probably construct a few of those bunkers I read about around camp and garrison our unarmored stallions in them. Anypony here think they could build around four steel plated bunkers?"

Applejack shrugged slightly, the bulging pauldrons over her shoulders exaggerating the movement. "I suppose, the number of barns I've had to raise just this past couple of years." She hit the release switch on her hardsuit and climbed out as it clamshelled open, then trotted over to the empty Space Construction Vehicle standing by the pegacoaches. As she clambered in she noticed that the interior was covered with levers and buttons and the heads up display was considerably more complicated than anything she had seen in the marine suit. "Uh, Twilight, do you have any idea what any of this means?"

Twilight sighed rather loudly, she knew it wasn't Applejack's fault, she probably knew the technology as well as any of the guardponies and herself was needed to fight. "You see a button with a post-it note marked "basic buildings" stuck next to it?"

"Hold on, yeah I got it." Applejack pressed the button and the HUD became filled with icons of Terran structures in miniature. "Whoa, nelly, that looks fancy."

"Okay, you see the building that looks like a dome on top of a short pedestal?"

"A what?"

"Like, half a ball on top of something else."

"Oh yeah, I can." Applejack pressed the first icon she saw that fit the description. A device popped off the back of her SCV and unfolded. "Now what?"

"That's the nanofabricator, I think you just need to feed some of the metal in the storage bay of the coach into it and it should do most of the work for you."

"Alright, I'm going, I'm going." Applejack retrieved a large ingot and placed it in the receptacle that appeared to be designed for it. Immediately the fabber's head started darting around the base of the building to be constructed, extruding molten metal and hardening it as it flowed to the ground. "Looks like this might take a while, are y'all sure we have time?"

Twilight considered the fabber's current pace and the horde gathering just outside the city. "Actually, no. We should have enough resources to fit some more of the guards with armor before you're done though." She went over to the barracks and opened the hatch, Fluttershy, still in her armor, and Rarity, still refusing to wear armor, were huddled towards the back of the room. "We're going to need this chamber soon. Can you get out and help?"

"There's monsters out there!" Both mares screamed at the top of their lungs.

Twilight shook out her mane as it was disheveled by the force of their yelling. "Listen, I can put you far from the front lines. Rarity, I think you could provide some telekinetic artillery or something."

"And what makes you think I could do that?" Rarity countered as she slowly stood back up.

"The slumber party, now just go." Rarity rushed out the hatch past Twilight as she started to address Fluttershy. "You say that you could hear the Zerg when nopony else could. We need you to tell us when they're going to attack."

Fluttershy just attempted to curl up even tighter than her hardsuit would allow. Twilight sighed heavily and decided she would have to pull the timid pegasus out the hard way, picking her up, suit and all, with her telekinesis and dropping her in front of the bunker Applejack was constructing. Or at least what she should have been constructing. As it was, the structure appeared to be far larger than what the schematics seemed to suggest, in fact the framework already laid down seemed reminiscent of a completely different building. "Applejack, I said a bunker, not a command center!"

Applejack's SCV was holding up a structural girder that wasn't fully hardened yet, the earth pony threw open the rear hatch and thrust her head out to reply, "You said to press the thing that looked like half a ball on top of something else. You didn't say anything about there being two things like that!" Meanwhile the fabricator's armatures continued to automatically weld armor plating to the superstructure.

"Well, it looks large enough to hold everypony bereft of armor." Rarity commented on the almost completed facility. "And correct me if I'm wrong but isn't that particular building needed to gather materials for manufacturing those hideous things you insist on wearing?"

"But there's no gunports for shooting out of." Twilight exclaimed. "Bunkers are supposed to have those."

One of the armored earth pony guards clumsily trotted up to the princess, "your highness, if I may." Twilight groaned and signaled for him to continue. "I could barely hold this gun straight without the armor, it kept bucking to the side when I fired. Once I put on the armor it was like my strength increased at least three-fold and I'm pretty sure that most of my shots went straight."

"So, you're saying that you need the armor in order to shoot?" He nodded affirmatively. "Very well, our first priority now is getting everypony in armor. Rarity, find some mineral-rich crystals, we didn't bring enough for the new plan."

At Twilight's command the camp sprang into action, the unarmored ponies filed into the command center once it was completed and ran out one by one to the barracks and received hardsuits. Once the Zerg attacked, a swarm of not only infested ponies but also conventional zerglings, Twilight directed her marines to concentrate fire on the infested, the explosions wiped out most of the swarm before it came even close to the base. However after the battle multiple marines complained that they had run out of ammunition, and the barracks was holding the most recently equipped guard. Twilight told Applejack to construct a supply depot, fortunately she knew what that was once Twilight referred to it as "those buildings the guards were receiving their ammunition and food from." Once the depot was completed the barracks' systems released the newly outfitted marine and the others grabbed more ammo clips from the counter. Unfortunately at that point their mineral stockpile was nearly depleted so Rarity pointed out some nearby deposits of gemstones and Applejack dug them up. It took several trips for AJ to gather enough minerals for a single marine so Twilight agreed to allow some other guards to pilot SCVs.

A second wave of Zerg attacked, this time zerglings surged forward alone. Gauss rifle slugs tore chunks and even entire limbs out of the predators, but they kept on coming despite their injuries. A small pack almost made it to Pinkie Pie but she incinerated them with her flamers, the beasts stumbling as their blazing skin cracked and their bones burst from the heat. Another pair of zerglings darted straight for the command center and began chewing into its armor plating before they were shot off by nearby marines. Twilight managed to levitate about half a dozen Zerg away from the marines they were tearing into, but still three of her ponies perished, their armor offering little more resistance than tissue paper to the Zerg's claws.

"There's too many of them!" One of the guards exclaimed as he blasted a rapacious Zerg off of his chest. Twilight had to agree, they just kept coming and this time there were no exploding ones to thin their numbers. They would have to retreat, any survivors left in Fillydelphia would be lost, and there was this odd screaming sound coming up from behind them.

An odd vehicle with a wedge-shaped nose and a pair of rockets on the back shrieked past the camp and around the Zerg horde. As it passed a series of small explosions, not as big as the ones produced by the infested ponies but still deadly, tore chunks out of several zerglings. The Vulture circled back and Twilight noticed a figure dressed completely in gray riding on its back.

The Vulture-riding mare flipped up her visor revealing a pair of red eyes and a rainbow-colored forelock half-concealing her cyan forehead. "Hey guys, looks like I showed up just in time!"

Everypony's reaction was immediate, "Rainbow Dash?!" Twilight ran over, somewhat awkwardly, to her pegasus friend. "I thought you were still in the hospital?"
Rainbow Dash seemed to shrug like it was no big deal, "I decided to check myself out early, before those hacks could cut off my other wing." Hearing the Zerg still snarling she turned her bike towards them and fired off another bunch of grenades.

"We can discuss it later." Twilight looked at Rainbow Dash's hovercycle, then at the Zerg swarm bearing down on them, and quickly came up with a plan. "We need to get some of those things off of us, there's too many for us to handle on our own. Try to draw them off."

Rainbow Dash flew straight through the center of the swarm, hovering just high enough to avoid most of the zerglings' claws. A number of them followed her as she raced away. But they could not keep pace and when she reached 50 meters ahead of them the Zerg turned back and rejoined the attacking swarm.

"Rainbow, they're turning back!" Twilight and her marines had managed to thin the attacker's numbers but as the zerglings that had followed the cycle-riding pegasus returned to the front line the swarm again got close enough to strike the defending ponies.

Rainbow Dash turned her head to look back at the Zerg she had been trying to lead away from her friends and saw them rushing towards them instead. "Hey, you're supposed to be going for me!" She dashed forward and stopped just as the rear line of Zerg got within grenade range, then fired. A zergling exploded then the one next to it leaped into the air and landed on the front of Rainbow's Vulture. In panic she fired the grenade launcher, the safety mechanism prevented it from detonating so close but the impact of what was essentially a 40 mm bullet still knocked the alien monster off, ripping off a square of hull plating in its blades as it went. Rainbow turned and sped away, though nowhere near full speed. This seemed to convince the Zerg to pursue her, six peeled off and ran after her, almost but not quite keeping pace with her this time.

Seeing the obvious distress her friend was in Twilight seemed to panic, drastically ordering her troops to "Take them out now!" and issuing a blast of telekinetic energy that threw the attackers back and caused no small amount of damage to them. Emboldened the marines were able to rip the Zerg swarm apart with another quick volley of gauss spikes, within seconds the battlefield seemed to be bare aside from several dead or dying Zerg and the still fleeing Rainbow Dash. When she noticed the guns had stopped she swung around and headed back for the camp.

But as she passed over a set of small craters disaster struck. The zerglings that had turned to follow her leapt out of the ground like great white sharks jumping out of the ocean and pounced on her hovercycle. She evaded most but two clung to her sides as she tried to kick them off, but they shrugged off her hooves and climbed towards her.

"No!" the Princess Twilight Sparkle lost concentration on the zerglings she held suspended and dropped them as she trotted forwards, dropping to all fours and running on the hardsuit's clenched fists. As the Zerg fell Pinkie Pie torched them with a quick burst from her flamers, pieces of barbecued xenomorph raining down as nearly everypony in the camp dashed after their friend and Princess. More zerglings popped out of the ground as they approached, attacking the distressed ponies.

Rainbow Dash stared at her friends falling into what was now quite clearly a deadly trap, then at the Zerg attacking her. "I don't think so." She pulled the throttle down all the way and channeled as much of her innate Pegasus gravity manipulation around the craft as her body could handle. The Vulture sped forwards in a multicolored blur, and then a loud boom was heard as she broke the sound barrier and the outline of a circular rainbow surrounded the site of the lowest sonic rainboom on record. The shockwave knocked the clinging zerglings off her bike and she ran into half the Zerg attacking the other ponies, sending them flying into the air. The ground was furrowed from the impact. With one side taken care of Twilight and her marines easily picked off the remaining disoriented Zerg.

As the least injured marines dispatched the few still living zerglings Pinkie Pie skipped around the smoldering corpses of the Zerg she'd fried. "They didn't go boom like those last ones?"

Twilight turned to look at the pink pony in the firebat suit oddly, then realized that she may have had a point and thought about it for a minute. "Considering we destroyed the last attack force completely by targeting the infested ponies it would make sense to not include them in the next assault. But we didn't allow any to report back, how would they know?"

"Maybe whoever Fluttershy heard commanding the Zerg before could hear and see what we did to them." Twilight was surprised to hear this suggestion coming from Applejack, who was busy repairing the damage to the command center. "That or they ran out of ponies to turn into exploding monsters, and considering that I have family in Fillydelphia I'd much rather that not be the case." As she was dumping solder on the long furrows in the building's armor she heard the local adjutant's voice in her commpiece, "not enough minerals." The soldering gun popped and gave out halfway down the gash she was working on, "I think we just ran out of metal."

Author's Note

Anyone care to act as a pre-reader? And remind me to work on these.