Location: Ponyville

Dusk is currently sitting at the Ponyville Café drinking coffee. Due to his more equine biology, he is still considered a normal being, meaning he still needs to eat and sleep but not as much as he used to.

It has been two weeks since Dusk created the Hatchery, since then he has been monitoring the progress of his Brood through the eyes of his Overlords or Drones.

Over the weeks his new Brood has grown exponentially. What started out as a single Hatchery and three Drones is now a single Hive, four Lairs and a hundred Drones working day and night mining the minerals from the mountains or creating more Zerg structures. He has also created the necessary Zerg structures to expand and evolve his Brood, but most importantly to spawn a proper army to defend it.

However, not wanting to attract any unnecessary attention, he kept his new army small but large enough to face any threat. He also forgone spawning any aerial units besides the Overlords who are sent high into the planet’s atmosphere for the time being. The Overlords provided him a perfect visual of the lands of Equestria and the other major kingdoms.

Dusk knows for a fact that his Zerg can overrun and annihilate every living being on Equis, with or without the Princesses and the Elements of Harmony. However, Dusk decided not take over Equis and commit mass genocide for one simple fact.

It would be a waste of resources. Resources that he will need in order to find his way back to the Koprulu Sector.

For now, his Brood consists of 200 Zerglings, 100 Banelings, 50 Roaches, 50 Hydralisks, 30 Lurkers, 10 Infestors, 5 Swarm Queens, and 4 Ultralisks. He also created over a dozen Spine and Spore Crawlers and had them placed strategically around the Hive Cluster for added defence.

Dusk spilt the Zerglings, Roaches, and Hydralisks into scouting packs of ten and had them scout and clear any hostile creatures within a mile radius from the Hive Cluster. He then ordered the Banelings, Lurkers, and Ultralisks to burrow themselves around the Hive Cluster as a form of defense against any who seek to attack his Hive.

It took an entire day for the scouting packs to clear and mark a mile radius of territory for the Zerg Brood, the animals and the other monstrous creatures learned very quickly not to encroach on his broods’ new territory. With the new territory established, Dusk ordered the Swarm Queens to plant creep tumors all around the edges of the Hive Cluster. Soon the new territory was covered in creep generating even more nutrients for the Brood.

While all of this was happening, Dusk wasn’t sitting idle figuratively, he was using Twilight’s library to gain even more information and knowledge about the various races around Equis, species that can potentially be used to further evolve his Brood.
Other then the Ponies and their sub variants, only two species have caught his interest. The Dragons of the Dragon Lands and the Changelings of the Badlands.

The Dragons were notoriously known to be the most powerful and as well as the greediest race on Equis. Twilight’s personal records show how Dragons horde large amount of gold and other precious jewelry for themselves in order to use as simple bedding.

However, Dragons are natural apex predators, their scales are said to be thick, stronger than steel, and immune to all sources of heat. They also breath fire, the source of said fire is unknown.

Unfortunately, Dusk saw how much the ponies of Equestria lack any sort of in-depth knowledge about the Dragons. This lack of information made Dusk shake his head in disappointment, especially towards Celestia, who lived well over a thousand years and still had not recorded any information about the Dragons.

The second race of interest are an insect-like race called the Changelings. Similar to the Zerg, the Changelings are an insectoid species with a Hive-like hierarchy and lifestyle. Most of the Changelings live in the Badlands for its inhospitable environment, deterring the other races from entering its borders.

What makes the Changelings dangerous and feared among the other species of Equis is their ability to change their appearance at will in order to harvest their primary source of nourishment from all other races, love.

This intrigued Dusk from an evolutionist stand point. An entire species that solely feeds off the emotions of other sentient beings, he would have to look into the Changelings when he has the chance.

However, the overall threat of both the Dragons and the Changelings to his Brood does not worry him. Dragons rarely fight in large numbers, due to their hubris and firm belief that they cannot be harmed, while the Changelings on the other hand can easily be dealt with even in overwhelming numbers.

The Zerg have faced and defeated far more powerful foes in the past.

He has also researched about Equestria's standing army, the Royal Guard, and see how much of a threat they are to his Brood.

Suffice to say he was unimpressed.

The Royal Guard was anything but an army, more like a glorified police force. They are taught and trained to apprehend and incapacitate their enemies by any means necessary for killing is considered a forbidden act against all life.

Not only that but Equestria have been in peace for well over a thousand years, so none of the Royal Guards have experienced true warfare and bloodshed, and even less actual battle experience.

Dusk couldn't help but wonder how Equestria lasted this long when they are surrounded by other more dangerous species, possibly due to the single fact that both Alicorn sisters control the sun and the moon that made Equestria invaluable to the other species. If given the right training, Equestria would have the most flexible army in the world, the flight and weather control of the Pegasus, the supernatural strength of Earth ponies, and the potent magical abilities of the Unicorns.

But instead, their naive views reduced their so called army for policing, patrolling and guarding special places of interest, and V. I. P bodyguards to the spoiled nobles of Canterlot.

No wonder the Changelings managed to easily infiltrate and invade Canterlot, the Royal Guard are considerably incompetent and must rely on six mares with magical artifacts to save the day.

During the week that Dusk has been monitoring his Brood and gathering information, Twilight and her friends kept constantly trying to involve him with their activities. They believe by giving him a friendly atmosphere and getting him to know each and every one of the girls, Dusk will slowly grow accustomed to them and eventually forgive them for what they did.

Dusk chuckled. ‘They even threw a party in my honor.’ Dusk thought with an amused smile as he remembered what happened that day.

Three days ago…

Dusk is currently in the Library, reading a text on unicorn magic.

'So each and every Unicorn has a pool of magic within them that they tap into in order to cast spells. Not only that but they must have the mental fortitude to handle the more powerful spells since their catalyst is their own horns and minds. So focus is detrimental for unicorns to cast spells. Interesting…’ Dusk thought as he kept reading.

However, he was interrupted when he sensed Twilight approached behind the library door.

“Come in!” Dusk stated before Twilight could knock on the door.

After a brief moment Twilight slowly opened the door as she quickly entered the library and closed the door behind her.

“Hey BBBFF. How are you doing?” Twilight asked with a nervous smile. Since his hospitalization, Twilight resumed to calling him her “BBBFF,” most likely to gain his favor once again.

“What is it this time?” Dusk asked without taking his eyes from the text. For the past week and a half since he established his Hive, Twilight has been constantly interrupting his research, asking whether or not he would like to “hang-out” with her friends.

Dusk turned her down every time.

Twilight’s smile grew more nervous. “I-I was wondering… If you want to go to the Sugarcube Corner with me?” Twilight asked in a nervous tone.

Dusk knew she was planning something, so he simply read her mind.

‘I need to get Dusk to the Sugarcube Corner for the party Pinkie Pie has planned for him. I know I’m probably the only one who can possibly convince Dusk, but we barely talk to one another. He still hates me and will probably just say no and no matter what I say it won’t change his mind. What do I do? Maybe I can get Pinkie to convince him instead?’ Twilight thought in obvious panic.

‘So that’s what they’re planning.’ Dusk thought. Normally he would refuse and continue his research, however, the thought of the pink mare bothering him all day just to come to her party is already giving him a headache.

He will humor them just this once.

“Let’s go.” Dusk said as he closed his text book and stood from his seat.

Twilight gave him a shocked expression, mouth wide opened. “W-What did you say?”

Dusk made his way past Twilight and out the door. “I said let’s go.” Dusk repeated in a flat tone.

Twilight quickly shook the shocked expression off her face and replaced it with a beaming smile.

“Of course BBBFF!” Twilight exclaimed in excitement as she quickly grabbed Dusk’s hand and practically dragged him out of the castle.

As they were heading straight to Sugarcube Corner, Dusk noticed how barren Ponyville was, as if all the residents abandoned the town.

He had a good idea where they could be.

Soon both Twilight and Dusk were standing in front of the Sugarcube Corner. Even with the door and the curtains closed, Dusk could still sense a large number of ponies hiding within the pastry.

Twilight turned to Dusk with a faked shocked expression. “Oops! Looks like they are closed. Don’t worry Dusk, I’ll go in and see if anypony is home. Stay out here and I will soon call you in.” Twilight said in the most convincing tone she could muster. Without giving Dusk a chance to reply, Twilight quickly entered the building and shut the door behind her, no doubt to hide with the rest of the ponies inside.

At this point Dusk had a choice. Should he simply leave and further alienate himself from the denizens of Ponyville or enter and familiarize himself with every one of the residents of Ponyville.

After half a second of pondering, Dusk made his decision.

He turned and headed back towards the castle, even when Twilight called out his name from within the pastry.

Dusk smiled, amused at the memory. Just minutes after he returned to the castle, Twilight and her friends barged into the library, not at all happy that Dusk left the party. Especially a certain pink mare.

Pinkie Pie was furious, she demanded why he would simply ditch his own Welcome to Ponyville party.

Dusk simply replied with stern logic, saying how he didn’t ask for a party in the first place nor did he want one.

Pinkie Pie was shocked and simply explained how everypony loves her parties and became her friend soon afterwards. Dusk simply stated how he wasn’t here to make friends, especially not what happened when he first arrived.

Dusk knew at the time that the comment made Twilight, Applejack, Rarity, and Rainbow Dash flinch in regret, however, it did little to deter the pink mare.

In fact, the pink mare vowed to be “Dusk’s most bestest of friends that he will ever have” and then sped out of the room at break neck speeds.
Dusk couldn’t help but feel that he made a mistake that day, because since then the pink mare kept constantly popping out of nowhere and either sang random “Welcome to Ponyville songs” or kept talking to him about her day. Thanks to his mental fortitude, Dusk was able to ignore the pink mare and her attempts to become friends.

That is why he’s sitting in Ponyville Café drinking coffee, the pink mare appeared in the other seat across from him while he was reminiscing the past two weeks.

“… and so I said “Wait that was not a blow torch?” and then he said “No it’s an air pump!” and that is how I lost my barbecuing license. Nice talk Dusky! Talk to you later!” Pinkie cheerfully said as she hopped from her seat and started skipping away.

Dusk sighed and he placed down his finished cup. “What did I do to deserve this?” He said in a calm tone. But before he could stand to leave, he soon heard the sound of flapping wings nearing his position.

“Hi Dusk!”

Dusk looked up and gave a rare smile. “Hello Ditzy. Nice to meet you again.”

Said Pegasus was in her mailmare uniform holding a bag full of letters. She flew down, with some difficulty, into the seat across from Dusk. Once the mare properly sat in her seat, she brought her attention towards Dusk.

Throughout the past week in his free time, Dusk had the chance to talk to the mailmare. Supposedly, due to the condition of her eyes she was always been prone to accidents, hence her nickname Derpy.

However, against popular belief, Ditzy is actually very knowledgeable of each and every resident of Ponyville second only to Pinkie Pie. If Dusk had a choice to converse between Ditzy or the energetic pink party mare, he would most likely choose Ditzy.

She also makes an interesting conversation partner other than Lyra Heartstrings.

Ditzy gave Dusk a smile. “How was your day so far Dusk?” Ditzy asked in a curious tone as she leaned forward a bit.

Dusk returned the smile. “It’s going quite well so far. I’m planning on going to Rarity’s boutique to acquire some change of attire. How’s your day so far?” Dusk asked in a friendly tone.

Ditzy’s mood dampened. “It’s going ok. My boss only yelled at me once today for spilling the letters again. But other than that, I’m doing well.” Ditzy explained, a hint with sadness laced her tone. Due to her accidents, many ponies usually are both cautious and have low expectations of her. Only those few who really get to know her know that Ditzy is actually a very knowledgeable mare, she is just misunderstood.

Dusk nodded solemnly. “I see... how is Dinky doing?”

Ditzy mood immediately brightened. “Oh! She is doing well! She aced her last spelling bee, I’m so proud of her! Once I’m finished my job, I’m planning on getting her something nice.” Ditzy happily explained. Dusk knows for a fact that Ditzy is a single mother, she would do anything to make her daughter happy.

Dusk chuckled. “Good to hear, I should be going now. Enjoy your time with Dinky after your work.” Dusk said as he stood from his seat and placed two bits on the table.

Ditzy nodded with a happy smile. “Ok Dusk. See you next time!” Ditzy said as she flew from her seat and right into the Café’s sign board.

Ponk!

“Ow! I’m ok! I’m ok!” Ditzy stated as she soon flew off.

Dusk chuckled at her antics as he soon made his way to the Carousel Boutique. As he explained to Ditzy, he needed a new attire for the next phase of his plan.

With his Hive cluster fully established with the necessary Zerg buildings, he finally has the means to completely transform himself. To become fully Zerg like Ceres once was.

He planned to do exactly what Ceres did to himself when he received his new Terran body, however, in order to hide some aspects of his new form, he would need a new attire. Preferably something with long sleeves.

Soon Dusk arrived at his destination, the Carousel Boutique.

Without hesitation, he opened the door and proceeded inside the shop, the door bells chimed as he entered.

“I’ll be down a moment!” Shouted Rarity from the upper floor, Dusk took the time to observe the boutique.

The interior of the boutique is filled with mannequins, some bare while most were clothed with different styles of gowns, suits and dresses. To the right of the entrance is a large round stage with three large oval-shaped mirrors partially surrounding the stage and what seems to be a dressing room beside it. Across from Dusk is stairs leading upwards to the floor above, no doubt where Rarity sleeps and do most of her work.

Soon Dusk saw Rarity making her way quickly down the stairs as she was combing her mane.

“I’m terribly sorry dear customer! You caught me at a bad time! I-” Rarity’s eyes widened as she finally laid her eyes on Dusk. “Dusk! You’re here!” Rarity exclaimed with a shocked expression.

Dusk raised an eyebrow. “I assumed this was a public shop.” Dusk said in an even tone.

Rarity shook herself out of her shocked state. “Why yes it is. I apologize for my behaviour, I just thought with what happened between us a week ago, I never thought you would come here on your own accord.” Rarity explained in a nervous tone.

Dusk nodded. “You are correct in that sense. But since this is the only establishment that sells and manufactures clothing in this town, I had no choice but to come here.” Dusk explained as he made his way over to the mannequin displays.

Rarity eyes widened. “You’re here looking for a new attire?” Rarity asked in a surprised tone.

“Yes. This is a clothing shop is it not?” Dusk asked.

Rarity immediately became offended. “For your information this is THE one and only Carousel Boutique! It is not some simple clothing shop, it’s a boutique for all things FASHION!” Rarity explained, her voice filled with pride and conviction as she flourished her arms around the Boutique.

Dusk ignored her as he continued looking through her selections of suits, coats, and vests. As he went from one mannequin to another, Rarity was soon beside him with a look of excitement.

“So what are you specifically looking for? Something hand stitched? Pressed? Custom made?” Rarity asked in obvious excitement.
“I’m looking for something simple. A coat. Preferably white.” Dusk said as he grabbed a black turtle neck sweater and a pair of black dress pants.

Rarity gave him a beaming smile. “If that’s what your looking for, I have a whole assortment of fashionable coats!” Rarity said as she magically pulled an entire clothing rack filled with different styles of attire.

She then pulled a suit from one of the mannequins. “I have suits, coats and tuxes! Designed and made by moi! This one I have here is-” At this point Dusk wasn’t listening as Rarity continued to ramble on about the clothes she made.

He did a quick scan of each and every clothes on the rack that Rarity pulled out, none of them suited his needs as they were too “extravagant” as Rarity describes.

However, something did catch his attention. Beside the stage in a box labeled “Nightmare Night Costumes” Dusk saw a single white coat sleeve sticking out from the side of the box.

Curious, Dusk made his way over towards the box much to Rarity’s confusion.

“… and this one I specially made with- Dusk, what are you doing?”

Dusk didn’t answer as he pulled a white lab coat from the box and held it with both hands in front of him. It was the perfect size.

“I’ll take this, how much?” Dusk asked.

Rarity gave an concerned look at his choice of attire. “Well I was planning on getting rid of those costumes. But Dusk, are you sure you want a dusty old lab coat? I have many other coats that might be more to your liking.” Rarity suggested.

Dusk folded the lab coat, turtle neck sweater, and dress pants. “That won’t be necessary. How much?” Dusk asked once again.

Rarity shook her head. “You can have them for free. It’s the least I could do.” Rarity said, her tone laced with sadness.

Dusk nodded and made his way towards the boutique’s entrance and opened the door.

“Dusk wait!” Rarity shouted. Dusk stopped at the door frame as he turned his head slightly to the left to listen to what Rarity has to say.

Rarity continued. “I know you haven’t forgiven us. But, I just wanted to apologize for what I said about you. I said some horrible things, and I just want you to know I deeply regret saying those things about you. I was hoping we can start over, possibly become friends.” Rarity explained in a hopeful tone.

There was a brief moment of silence.

“Noted.” Dusk replied as he exited the boutique and closed the door behind him. He did not care for their forgiveness; he had no need for friends.

He had the Swarm, and that's all he needs.

Location: Everfree Forest, Main Hive Cluster

It was midnight as the moon was raised high into the sky to bring about the night. Once Dusk reached the top of the rocky ledge he stood and saw his entire Hive cluster.

Everywhere he looked within the valley, he saw hundreds of Zerg units bustling about, each with a given task. The entire valley is covered in creep as the Hive itself was located right in the middle of the valley surrounded by the four Lairs and the other structures of the Zerg.

He watched as drones by the hundreds entered and exited each of the four mountains surrounding his Hive, each of these Drones working tirelessly mining the precious minerals from each mountain.

Most of his Zerg forces are currently within his Hive, the rest were either patrolling or are currently burrowed around the valley. He could also sense his Overlords high within the planet’s atmosphere, providing vision of the lands of Equis if needed.

Satisfied with his Broods’ progress, Dusk immediately made his way towards the Hive, his new clothes in hand.

As he walked through the Hive cluster, the Zerg were congregating around him, to greet their masters’ return. Soon enough two Hunter Killers burst forth from the very ground beside him, acting as his personal guards and escorting him to the Hive.

Just as he reached the Hive, a large form exited the Hive. It had a large crown-like head with horn-like spikes sprouting along the middle of its large head. It also has glowing orange eyes filled with intelligence, it has no mouth but has a pair of jaw-like mandibles on the side of it’s face. Its upper body is vaguely female in shape, however, it’s torso is covered in brown carapace and had two boney arms with two skeletal fingers each. Its lower body consist of eight webbed spider-like legs and a large abdomen.

It was none other then Dusks’ Broodmother, Broodmother Vash.

When Dusk finished establishing his Hive cluster, he created Vash with the prime directive as caretaker for his growing Brood.

Dusk saw the need for a second in command for his Brood since he needed to keep appearance in Ponyville in order not to draw suspicions to his whereabouts. Thus he spawned a Broodmother and named her Vash, he also informed her all he knew about the planet of Equis and its inhabitants. After being informed about the world of Equis, the major kingdoms and its various races, Vash obediently accepted her role and immediately set about her work.

Unlike the majority of the Zerg Swarm, Broodmothers are one of the very few within the vast Swarm that has sentience and independence. They can think for themselves, make their own decisions, strategies and judgements, however, in the end they are completely loyal to the ruling hierarch of the Swarm who is also the most powerful.

Since her creation, Vash oversaw the progress of the Brood and followed Dusks’ orders without question.

Broodmothers are not only caretakers and commanders of the Zerg, but they also have the ability to change and integrate new traits to the Swarm’s DNA. Thus with Vashs’ assistance Ceres can now integrate and evolve new traits and strains for his brood at greater efficiency.
As Dusk approached, Vash gave a regal bow. “Welcome back my lord.” Vash greeted.

Dusk gave a nod in reply. “Vash, is everything prepared?”

“Yes my lord, everything is prepared in the evolution chamber. We will start whenever you are ready.” Answered the Broodmother as she stepped to the side.

Dusk gave a firm nod as he made his way into the Hive. “Then let us get started.”

Dusk made his way through the fleshy hallways of the Hive as both Vash and his guards trailed behind him. Soon the group arrived at the evolution chamber as both Dusk and Vash entered the chamber while the Hunter killers guarded the entrance.

Inside the evolution chamber there was a large pool of translucent green liquid, this liquid contains the very DNA and genome cache of the entire Zerg race. With this pool one can ravel, weave, transform, and manipulate multiple strands of Zerg DNA to their whim.
It is this very pool where Dusk will be reborn.

Dusk immediately placed his new clothes on the ground beside him as he started stripping off his current attire. Once he was naked, he slowly walked into the pool of pure DNA and essence, feeling every strand and the very essence of the Zerg Swarm surrounding him.
Once in the middle of the pool, Dusk turned back towards the Broodmother.

“Vash, you may begin.” Dusk ordered telepathically.

“As you wish. My master.” Vash said as her eyes glowed.

Soon Dusk was slowly encased in a large pod as it was slowly begun to fill with the necessary nutrients and catalytic fluids for his transformation.

It will take approximately five hours for his transformation to complete, but once it is finished he will finally become the true Guardian of the Swarm.

As the pod was soon filled, Dusk closed his eyes as his consciousness soon faded away.

Location: The Dreamscape

In the realm of dreams a single being can be found floating through the vast ocean of stars.

This being is an Alicorn that stands at 6’5” has navy blue fur and a starry blue mane that floats in a non-existent wind. She is wearing a beautiful dark blue gown that fades into black, the symbol of her cutie mark, a crescent moon, is located on her left chest. She is also wearing a black crown and a black necklace with the symbol of a crescent moon.

This was none other than Luna, Princess of the night.

Luna is currently drifting through the dreamscape like she does every night since her return.

Ever since the day she was purified by the Elements of Harmony, she worked hard every day and night trying to abolish her image of Nightmare Moon from her loyal subjects, however, this was not an easy task.

She tried many methods to gain the love and respect of the ponies of Equestria. She held her own court during the night, she raised the moon once again for her subjects, she re- established the Night Guard, she celebrated Nightmare Night in Ponyville and made new friends, she even took over the day court responsibilities once (she sorely regretted ever doing that and now knows the reason behind Tia’s cake addiction).

However, she wasn’t gaining the results she wanted and was slowly losing hope. However, it was only after going into the dreamscape for the first time in a thousand years did she realize what she could do.

Banish nightmares from the dreams of her subjects.

So for three years every night, Luna has been standing vigil over the realm of sleep. Banishing all nightmares that dare plague the dreams of her subjects.

Soon enough, her hard work started to bore fruit. Ponies started coming to her night court, taking time out of their sleep in order to thank Luna, and soon after ponies started to greet her in a friendlier matter.

She has finally done it. After three years of hard work, she has finally achieved the love and respect from her loyal subjects.

This explains why she continues to scour the dreamscape, she is a princess and it is her sworn duty to protect her ponies from anything that will bring them harm, even if it’s something as simple as a nightmare.

Luna smiled, reminiscing the past as she flew by hundreds of doors of different varieties. When a pony slumbers, a door with their cutie mark will appear within the dreamscape allowing any of those who know the magical art of dream walking to enter into their dreams.

The art of dream walking has been lost through the ages since her banishment, now she is the only being in all of Equestria that knows this sacred art. It allows her to not only to sense which dreams are currently plagued with nightmares, but also have complete control over said dreams and banish the nightmare.

So far in her nightly search, Luna couldn’t sense any nightmares from any of the doors.

This brought a smile to her face. “It looks like another peaceful night for my loyal subjects.” Luna happily said to herself. However, her smile soon dropped as a sudden spike of unknown power reverberated throughout the dreamscape, sending a sudden chill up her spine as her fur stood on ends.

“What in Faust’s name was that?” Luna whispered in a shocked tone. She immediately flew straight towards the source of the unknown power.

As she drew nearer towards the source, the feeling of dread and fear grew, soon her instincts are telling her to turn and fly the opposite direction. However, she needs to find the source of this fearsome power, and if needed, to stop whoever it is before they harm anypony else.
Soon Luna arrived in front of a grey door with a symbol of a telescope gazing at three purple stars. However, what made this door different from the rest is the unknown power radiating from the door in a form of orange misty tendrils of lights seeping through the edges of the door.

“So this is the source of the mysterious power. But where have I seen that cutie mark before?” Luna wondered, it wasn’t the entire cutie mark itself but the purple stars specifically. Where have she seen those stars before?

However, before she could ponder any further, the door suddenly changed colour from grey to dark purple as the symbol seemly dissolved and vanished only to be replaced with a totally new symbol.

A purple skeletal spine with large fin-like razors snaked its way out of the door and curled into almost like a fetal position where the previous symbol once was. Soon this curled spine started oozing green mucus that trailed down the door and landing on a non-existent floor.

This greatly disturbed Luna. “What in Faust’s name is going on…”

With a determined expression, Luna reached and grab the door knob.

As soon as she grasped the knob, her mind was immediately assaulted by thousands of monstrous screams and roars, as if the demons of Tartarus were trying to invade her mind.

After what felt like an eternity, Luna forcefully released her grip of the door knob as she stumbled backwards, trying to regain her footing. She is currently sweating bullets, mentally exhausted as her mind was thumping from the after effects.

‘What in Equestria was THAT!’ Luna thought, eyes widened in shock as she looked at the door once again.

After taking a moment to regain her composure, Luna, determine to find out who’s dream it belong to, once again grasped the door knob.

Just as before, the mind crushing screams assaulted her mind but Luna was prepared. Her eyes glowed with power as she forcefully pushed through the monstrous screams and mental barriers this being has set up. However, it was proving to be the most difficult obstacle she has ever come by so far, nopony she has faced in the past had mental barriers this powerful, not even her own sister.

It took everything she had just to turn the door knob.

Soon the door opened as she immediately released her hold on the door and rushed inside. As the door closed behind her, she immediately collapsed on the ground, exhausted.

She has made it, now to identify who’s dream this belongs to.

After taking a moment to catch her breath, Luna stood once again as she took her first look into the unknown pony’s dream.
Her heart stopped.

She was in the streets of Canterlot, however, it wasn’t the location that shocked her but what is currently happening.

The entire city was in flames.

Everywhere she looked she saw houses burning, many others were demolished as if something plowed through them. And worst of all, she could hear the anguish screams and cries of ponies in the distance.

She looked at her surroundings in shock. Who could have done this?

“SOLDIERS STAND FIRM! WE HAVE TO HOLD THEM HERE!”

Luna quickly turned behind her as she saw a group of 20 Royal Guards standing in a shield wall formation covering the entire street. Behind them was their Sargent barking orders to the 20 guards, however, Luna saw the fear in their eyes as many of them were holding their spears and shields with trembling hands.

Luna’s concerns grew. ‘Whatever is happening it has driven these ponies scared like little colts and fillies. I know the Royal Guards aren’t what they use to be before my banishment, but what could’ve driven these guards to the point of breaking?’ Luna thought, however, her thoughts were cut short as she heard screaming from behind her.

She turned and once again looked down the street as she saw a few Royal Guards and ponies, common and nobles alike, running around the corner and towards her.

Luna noted how many of them, especially the guards, were grievously injured as many were holding bleeding wounds, desperately limping, or even both. But the most common aspect that Luna noticed was the fear in their eyes.

‘Why are they running? Are they being chased?’ Luna thought to herself, however, before she could ponder any further the very ground shook as if all of Equestria was shaking.

Luna stood concerned as the injured ponies in front of her desperately tried to run faster, as if to get away from something.

Luna’s eyes widened in realization. ‘Something is coming.’

Soon enough, coming around the same corner, a swarm of creatures of various shapes and sizes that Luna never saw before ran around the corner in the hundreds. These creatures looked as if they were spawned from the very depths of Tartarus itself, they definitely fit the part.

As the injured ponies and guards rushed past her, Luna immediately flew high into the air to get a bird’s eye view of Canterlot.

What she saw made her eyes widened in shock. The monstrous creatures were swarming through the city in the thousands, mercilessly slaughtering all those in their path. Many more hideous creatures were flying over Canterlot, firing balls of green fire down into the city and shooting down any Pegasus trying to flee the city.

Luna saw what was left of the Royal Guards either desperately fighting or fleeing from the hordes of demonic creatures attacking the city.

Luna watched as a stallion was ripped to shreds by a group of lizard like creatures.

Luna watched as a mare was brutally crushed by one of the more massive creatures.

Luna watched as an entire squad of Royal Guards were melted down in gouts of green acid, spewed by some of the beetle-like creatures.

Luna watched as a noble begged for mercy, only to meet a brutal end by one of the serpent creature’s massive three pronged scythe.

Luna couldn’t take it anymore; it was all just too horrible.

“S-SOLDIERS! STAND YOUR GROUND!”

Luna was brought out of her horrified state by the sound of the Sargent’s shouting below her. She saw the same group of guard standing against the tide of demonic creatures, hopelessly out-numbered

“STAND YOUR GROUND! WE HAVE TO HOLD THE-”

However, before the Sargent could finish, Luna saw his head snap back and fell on his back, a vicious barbed spine lodged deep into the Sargent’s head, killing him instantly.

Before any of the Royal Guard could scream, the swarm of creatures in front of them smashed through their broken formation, the Royal Guards were soon ripped to shreds or crushed underneath the endless swarm of monsters.

Luna has seen enough.

“TIS NIGHTMARE ENDS NOW!” Luna shouted in her Royal Canterlot voice as her very being glowed with immense power. Furious, Luna forcefully willed the nightmare and the dream to end as her eyes, horn, and hands glowed.

However, nothing happened.

Greatly confused, Luna once more willed the dream away with more power, but once again nothing happened, the dream didn’t disappear like it should.

“W-What! How is this possible!? Why isn’t my magic working!?” Luna shouted in frustration and obvious confusion.

There are only two reasons why her magic wouldn’t work in a dream. The first is somepony from the outside world is blocking her magic directly, but she would definitely know if that were the case.

So that leaves the second reason, the pony dreaming has full control over his or her own dream, rendering Luna’s magic useless.

But the amount of skill and magical power one pony would have in order to achieve this would have to rival or even surpass Luna’s own skills in dream walking and magical abilities.

So that begs the question. Who exactly is this pony?

“You do not belong here.”

Luna’s eyes widened as it quickly turned into anger. “Who are you!? Show yourself!” Luna demanded as she frantically looked around. The voice was anonymously male as he spoke directly to Luna’s mind, no doubt the voice was the one responsible of dreaming such a nightmare.

“Who am I does not matter. What matters is that you have intruded into my dream. However, I am impressed, you managed to enter without dying. Even though my attention was preoccupied at the time, I will commend you for making it this far without dying.” The voice said with an impressed tone.

However, this only further rose Luna’s anger. “Are you mocking me! Do you not realize who I am! Who you are dealing with!” Luna exclaimed.

The voice answered. “I know all too well who you are… princess. You travel through dream after dream every night, banishing nightmares from the dreams of little colts and fillies who are scared of the dark. Now you are here trying to banish this so called “nightmare” you see before you, only to fail...” The voice explained much to Luna’s growing ire.

The voice continued. “I know exactly who you are and what you can do. But you have trespassed into my mindscape, you are powerless here and at my complete mercy.” The voice said in an emotionless tone.

Luna eyes glowed with power, wings flared as her anger grew into righteous fury.

“HOW DARE THEE! THOU HAS DARED TO DREAM THIS NIGHTMARE DELIBERATELY! DO THOU SEEK THE DEATH OF EQUESTRIA!? THE DEATH OF THE INNOCENT!? ANSWER ME YOU COWARD! YOU MON-”

“SILENCE!”

Luna’s show of power immediately vanished as she gripped her head and gritted her teeth in immense pain. The pain she experienced when entering this dream couldn’t compare to what she was experiencing now, is as if somepony was slowly crushing her mind and lighting it on fire.

Due to the mind crushing pain, Luna lost all concentration on flying and was soon plummeting towards the ground.

She soon hit the ground, still holding her head as the pain persisted.

“You call me a coward… a monster. I am neither of these things. I am something that you cannot even comprehend.” The voice said in a mysterious tone as the pain seemly vanished from Luna’s mind.

Luna soon stood on shaky legs as she felt pain all over her body. Even in a dream, a dreamwalker always runs the risk of injuring themselves, feeling whatever pain they would normally experience if it were reality. However, masters of the art of dreamwalking learn how to prevent this as pain is of the mind, pain in the dreamscape is only real if you believe it to be so.

However, due to the mind crushing pain, she felt the full force of the fall as if it was real.

Luna soon realized the situation she literally fell in. Surrounding her on all sides were the monstrous creatures of all shapes and sizes, their glowing demonic eyes boring into her very being. However, none made a move to attack her, as if they were waiting for something.

“You now finally realize the situation you are in. I could kill you and leave you brain dead, but that will defeat the purpose of what I have planned for you now that you are here.” The voice said as Luna stared defiantly at the creatures surrounding her.

Luna’s expression hardened. “I refuse to be part of your plans.” Luna stated, however, she was mentally exhausted and injured. Whether she liked it or not, she was at the being’s complete mercy.

The voice chuckled. “It’s but a simple task in return for letting you live.”

Luna frowned. ‘I would rather die than serve this monster. But if I die here and now, I can’t warn my sister or the rest of Equestria. For now, I’ll play along.’

With her mind made up, Luna replied. “What is it that you want me to do monster.” Luna said with disgust.

“This task is simple. You saw what my swarm can do to all those who dare cross me and I know that you will tell the other princesses of what you saw here. So I want you to give them a message for me.” The voice explained as Luna’s expression hardened, expecting a message of surrender or independing doom of all of Equestria.

However, what the voice said next threw her off.

“Leave me alone. Or there will be consequences.”

Before Luna could ask what the voice meant, she felt her consciousness fade as the dream soon collapsed.

Luna woke with a startled gasp, gripping her chest trying to calm herself. After a moment of regaining her composure, she realized that she was now back in her bedroom and on her bed.

“Luna you’re awake! Are you alright!?”

Luna looked to her left and saw her sister, Celestia, kneeling besides her bed holding her hand with a concerned expression. Her sister is currently wearing her usual white and gold gown, tiara, and necklace.

Luna gave her sister a confused look. “Yes I am alright sister. Why are you here? Aren’t you supposed to be sleeping?” Luna asked.

Celestia nodded and she let go of Luna’s hand and stood. “Yes. But I awoke when one of your Night Guards rushed into my room saying you were in dire trouble. When I arrived at your side, I sensed something happening to you, as if you were in constant pain. I didn’t know what to do but to heal any injuries that suddenly appeared all over your body for five hours. Tell me Luna, what happened?” Celestia asked in a concerned tone.

Luna thought back to what happened in the dreamscape. She remembered Equestria in flames, it’s people’s blood flowed through the streets, demonic monstrosities swarming through the kingdom. But most of all, the anonymous voice that rang through her mind.

“Leave me alone. Or there will be consequences.”

Luna gripped her head in pain, still feeling the after effects of the mind attack.

“Luna!”

“I’m fine sister!” Luna said as she raised a hand to stop her worried sibling. “It’s just aftereffects of what happened. But that’s not the issue, I have dire news to share with you.”

Celestia nodded as her expression turned serious. “What happened Luna. What did you see?” Celestia asked in a serious tone.

As soon as the pain faded away, Luna looked towards her sister with a serious expression and told Celestia everything what she saw in the dreamscape.

Luna told Celestia about the unknown power, the changing door, the mind crushing screams, how she saw Equestria in ruins, the monstrous creatures that attacked the city and slaughtered its people, and how powerless she was to stop it.

But most of all, Luna told her sister about the voice of the very stallion who dreamt such a nightmare, and the message he wanted her to convey to the other princesses.

As Luna told her story, Celestia’s expression hardened until it became a stern frown. Something only in the most serious of events does she show such an expression.

“And are you sure that’s what he said?” Celestia asked in a serious tone. Luna nodded her head. “Yes dear sister, I would never forget that voice.” Luna explained, her tone laced with anger.

Celestia nodded her head. “I see… our first priority is to find this pony. Are you sure it is a stallion we are dealing with?” Celestia asked for conformation.

Luna nodded in reply. “Yes I’m sure of that. I only enter the dreams of ponies within Equestria.” Luna explained.

Celestia nodded. “Then since it’s a pony, did you manage to identify the pony responsible for the dream?”

Luna shook her head. “Unfortunately I could not. The stallion did not show himself but merely spoke to me.” Luna explained in a frustrated tone.

Celestia frowned. “Is there anything else you saw that could help us identify this stallion?” Celestia asked.

After a brief moment of pondering Luna’s eyes widened. “Yes… Yes, there is! How could I have forgot!” Luna exclaimed as she quickly hopped out of her bed and quickly summoned a quill and parchment.

Luna then started to draw on the parchment. “Before I entered the stallion’s dream, I saw his cutie mark on his door before it changed into the new one I told you about. Here it is sister.” Luna explained as she showed her finished drawing to Celestia.

Celestia took one look at the cutie mark that Luna drew, what caught her attention most about the cutie mark were the stars. She recognized those stars anywhere, especially as they’re prominent with a certain family of unicorns.

“Do you recognize these stars Tia? They seem familiar to me but I don’t know where I have seen them before.” Luna asked as Celestia nodded her head in reply. “I’m afraid so my sister. Those stars are prominent in the Sparkle family.”

Luna gave a frown. “You mean Twilight Sparkle’s family? But neither Shining Armor nor Night Light would even think about invading Equestria, no less attack anypony in Equestria. They have no reason to do so.” Luna said in a tone of disbelief.

However, Celestia shook her head. “You are right about Shining and Night having no ambitions of attacking Equestria. However, Shining and Night aren’t the only stallions in that family.”

Luna quirked a curious eyebrow. “Are you telling me that both Night Light and Velvet Sparkle have another stallion as a herdmate? A Stallion herd is almost unheard of in Equestria.” Luna said in disbelief.

Celestia shook her head once again. “You mistake me Luna. They do not have a herd of any kind. What I mean is that they have a third child, the oldest sibling of both Twilight and Shining Armor, a unicorn stallion named Dusk Shine.” Celestia explained.

Luna frowned. “I thought there were only two children in the Sparkle family. How come I never heard of the eldest?” Luna asked in a questioning tone.

“Don’t blame yourself for not knowing Luna. In the past Dusk Shine was not as well-known as his siblings, however, I’ve been recently hearing rumors about him among the citizens of Canterlot. Rumors that I do not wish to share.” Celestia said, her tone serious near the end.

Luna grew curious about the stallion, if he’s really the same pony that dreamt that nightmare then what has happened to him to make him this way?

Luna needed more information.

“Sister. How powerful is this stallion in terms of magical abilities?” Luna questioned.

Celestia frowned in thought. “I do not know for certain, but last time I saw him his magical abilities are that of the average unicorn. If the stallion you met in that nightmare is anything to go by, then Mr. Shine somehow managed to obtain magic far beyond our own.” Celestia explained in a serious tone.

“But that is the issue sister. What I felt in that dream was not magic, but something raw, powerful and far more dangerous.” Luna explained.
Celestia’s frown hardened. “Then if he truly gained some new form of magic that not even we have seen, then I fear he will only grow more powerful and will eventually hurt somepony. We must act quickly sister.” Celestia said with a serious tone as she summoned her own quill and parchment.

Luna gave a concerned expression. “Do you think we should involve the Elements into this? He could prove to be the more dangerous than either Tirek, Discord, Sombra or Chrysalis from what I saw in his dreams.”

Celestia shook her head as she prepared to write. “I know Luna, but never the less we need to find this stallion and see what his true intentions are. As you said he wanted to be left alone, but for what reason does he want to be left alone? And also if there is anypony who knows about the whereabouts of Dusk Shine, is Twilight.” Celestia explained as she started to write her letter.

“Dear Twilight Sparkle. There is something of great importance that concerns all of Equestria. I will need to discuss it with you and the other Elements alone. I will arrive in Ponyville in the coming morning. Sincerely, Celestia.”

Once Celestia finished her letter, she then magically sent the letter to Twilight.

“What will happen when we find this stallion Tia. This monster wearing a skin of a pony.” Luna asked, her tone laced with disgust.

Celestia’s expression turned serious. “We will first figure out his motives for Equestria and its people.”

“And if his motives are what I saw in the nightmare?” Luna questioned further.

“If he proves to be the very monster you described him as, then we will have no choice but to use the Elements against him.” Celestia said in a firm tone as both she and Luna left the room.

Location: Main Hive Cluster, Evolution Chamber

Dusk is found floating within the Zerg pod, bare as the day he was born and seemingly unmoving.

All of a sudden his eyes opened as his eyes glowed orange with power.

Now fully awake, the catalytic fluid soon drained from the pod as Dusk stood on his two hooves. Without a second thought, Dusk punched through the chrysalis’s shell and forcefully broke his way out of his temporary prison.

Now free, he took a brief moment to examine himself. Visually he still looked like his usual equine self, coat and all. However, his very DNA and molecules are now fully Zerg, also his cutie mark changed to fit his new position as the Guardian of the Zerg Swarm.

He has also given himself all the upgrades that Ceres once had, this included the new carapace armor on his forearms, the only thing that visually shows his affinity to the Zerg. After a moment of examining his arms, he then extended both of his new wrist blades and channeled psionic energy through them. He was soon awarded with both blades glowing bright orange.

Dusk smiled. ‘With this, I now feel complete.’

Satisfied Dusk detracted his blades as he soon brought his attention towards Vash, who monitored Dusk’s evolutionary progress the entire time.

Vash gave Dusk a regal bow. “You are now complete my master! You are now finally Zerg!” Vash announced.

Dusk nodded towards the Broodmother as he waded through the evolution pool and exited on the other side where his clothes are located. Once he dried himself Dusk immediately wore his new attire which consisted of a white lab coat, black turtleneck sweater, and black dress pants.

Once he finished clothing himself, Dusk brought his attention towards the still bowing Broodmother.

“Vash you may rise. We still have a lot of work to do.” Dusk commanded as he exited the chamber. Both Vash and his two Hunter killer guards following close behind him.

“My Lord, now that you fully indoctrinated into the Swarm. What shall we do now?” Vash asked as Dusk exited the Hive. He was soon met with hundreds of different Zerg units surrounding the Hive, seemingly waiting for Dusk to arrive.

Dusk expression remained stoic as he observed his surroundings. “We shall move onto the next phase of our plans. Vash, did you begin the next phase?” Dusk asked as he looked over to the Broodmother.

Vash nodded. “Yes, my lord. I have already started the creation of the Leviathan, it’s currently in space looked after by the Overlords.” The Broodmother explained.

Dusk nodded. “Good. Prepare the Hive for combat and spawn more Zerg, the Royal sisters are coming and I will need the Brood ready at my command.” Dusk ordered.

Dusk could sense Vash’s questions. “At once my lord. But may I ask, why aren’t we making a preemptive attack? These Equines and the rest of Equis have no experience with true warfare and their forces are considerably weak. We should assimilate them for their essence and spread our territories.” Vash suggested.

Dusk gave Vash a frim gaze. “We will do no such thing. Our prime objective is to return to the Koprulu sector, if we go to war with all of Equis then we will waste much needed resources and time that could’ve been used to find our way back to the rest of the Swarm. You understand now Vash?” Dusk asked in a stoic tone.

Dusk knew he was nowhere near the Koprulu sector. The planet of Equis is in an unknown part of space, possibly in another universe light years away from the Koprulu sector. He first needed to see if he can possibly navigate back to the Koprulu sector, but to do so he first needed to establish a firm foot hold for the Zerg on Equis and spawn enough Leviathan to widen his search.

There is also another method of finding a way back to the Koprulu sector, however, it’s extremely risky with low chances of success. This method involves Dusk to use his psionic energy to open a warp portal in space, however, without a proper link to the Koprulu sector the portal will most likely fail and possibly back fire, violently.

Dusk will only use this method as a last resort, for now he will go with his original plan.

Vash nodded. “I understand my lord. But what if the Equines dare attack us? What will you do then?” Vash asked.

Dusk chuckled. “They will not Vash. Celestia cares too much for her people and will not run the risk of going to war with the Zerg. Right now Luna would’ve conveyed my message to her and as we speak, Celestia is planning to find and possibly see how much of a threat I am to all of Equestria.” Dusk then move through the crowd of Zerg as the crowd parted to let him through.

Dusk smirked. “And when that time comes… I will show her the true might of the Swarm.”

Author's Note

And done, that's another chapter.

Now the answer some questions you all may have.

1. Did Dusk get any new abilities? No he only has the abilities that Ceres in the first Prologue have, I might add more later on as the story progresses, but don't count on it.

2. Will there be new upgrades for the Zerg? Yes there will be, if any of you readers have suggestions, I'll be happy to hear it.

3. Will there be any more races from the Starcraft universe? Maybe or maybe not, I'll plan something.

Thank you all for your support, if you have any comment, reviews or suggestions either PM me or put them in the comment section below.

Until next time.