Specter Swarm

by Commander Bradley

Rating: teen
Tags: Science Fiction, Profanity, Violence, Princess Celestia, Crossover, Death, Alternate Universe, Human, Twilight Sparkle, Anthro, Princess Luna, Gore, Original Character, My Little Pony: Friendship is Magic, Self Insert, Adventure, Starcraft
Length: 8583

As Equestria enters its third month of war against the Gryphons, a new faction enters the fray led by a Displaced Infested Terran.

My name's Simon, a Hyper-Advanced-Infested-Ghost and the leader of the Phantom Brood, I was brought here to Equestria after I bought a Zerg ring and a replica C-10 Mk. VI Canister Rifle from that damn Merchant.

This Equestria, however, is not like the one you've seen in the show. With the Gryphons having invaded the nation shortly after Twilight's ascension, this Equestria has been at war for over three months now and is currently in a stalemate with the Gryphon Empire.

Now that me and my Zerg are here, I begin my to grow my army and weaken my foes from within as I prepare to consume this world in an endless swarm of tooth and blade...

11/03/2023: I'm featured?! Thank you all so much for making that happen!
17/03/2023: I changed how I wanted this story to go, mostly to save time and to finally see a story of the Zerg ravaging Equestria be completed.

Published 2023-03-10 03:40:01 UTC
Last updated 2023-03-29 02:53:02 UTC

Chapter 1: Arrival

POV: Simon
It was an exciting and terrifying day for me. After months of planning and preparation, I'm finally here at BlizzCon in person, wearing a cosplay of the standard male Terran Ghost from the StarCraft Franchise.

I was excited because this is a once-in-a-lifetime opportunity for me, since I don't live in the US and saving the money necessary as well as getting the Visa is something I will never do again.

But I was also terrified because I have heard many rumors centered around people disappearing in conventions like this one, each one ending the same way, with the person involved never being seen again.

Despite the irrational fear lingering at the back of my mind, I made sure that my homemade HES (Hostile Environment Suit), body armor, and helmet were all on properly before heading off to the Con.

Several hours later...
"So, you don't have the rifle?" One guy asked me as the two of us took a picture together.

"Sadly, no." I answered him. "I'm from out-of-town and they didn't allow my prop through my country's airport security."

"Damn, it would've completed the look." He said before thanking me and disappearing into crowds.

"Hey, you." I heard someone call out to me, somehow hearing him over the noise of the convention. "Come here."

I turned towards the source and found an unmarked stand selling multiple props and other Blizzard-related trinkets. The one selling all of these things wore a costume resembling the merchant from the Resident Evil series, which I found out of place compared to the rest of BlizzCon.

"What do you want?" I asked the merchant, who constantly appeared in the disappearance rumors, a fact that I ignored in favor of looking through his various wares.

"It is not what I want, but what you desire." He answered cryptically, in a way that reminded me of Xur from the Destiny games.

"Whatever." I replied before my eyes landed on a one-to-one scale replica of the C-10 Mk. VI Canister Rifle, the standard issue weapon of the StarCraft Ghost. "How much for the rifle?"

"The C-10 costs one hundred and fifty bucks." He answered, which shocked me since I could probably 3D print for two-thirds the price.

"That's too much, could you do one hundred?" I asked, knowing full well I will probably end up buying it for an extra twenty-five dollars.

"One hundred and twenty five, final offer." The Merchant replied, confirming my prediction before pulling out a box from... somewhere. "I'll even throw in a trinket of your choice for free."

"Let me see the options before I make my decision." I said as he opened the box, revealing nine different StarCraft-themed accessories, three rings, three necklaces/pendants, and three bracelets; each one of the three representing one of the three playable races. "I would probably take the Zerg ring."

"You're a Zerg fan?" I nodded as he placed the rifle and ring on the (somehow) now empty table. "Anyway, do we have a deal?"

"Fine, deal." I said as I payed the Merchant before picking up the rifle and putting on the ring.

"See you on the other side..." I looked up and was about to ask what he meant, only to black out as soon as I made eye contact with him.

POV: Simon
"Ow, my head." I said to myself as I regained consciousness in what appeared to be a forest clearing.

"My lord, are you alright?" I ~~heard~~? No. ~~Thought~~? No. Felt? Yeah, that's seems correct. I felt someone ask me as I stood up before noticing that my C-10 rifle was by my feet.

"Yes Drone, I'm fine." I said as I picked up my rifle and waved off the Drone... Wait, what?

I turned around and found myself face-to-face with not one, but four Zerg Drones, each one looking at me with what I could only describe as worried expressions.

But instead of being terrified by the fact that there were four large alien creatures right in front of me, I actually felt calmed by their presence.

I had read enough Isekai manga and watched enough Anime to know the basics of what's going on. So I decided to just go with the flow of things and finally live out a small fantasy of mine, which was to watch a world burn before me (yes I'm a psychopath, I've known that I was since the age of ten).

"What's going on?" I reflexively asked the Drone while I inspected my new canister rifle, which seemed to now be a fully functional copy of the fictional weapon.

"We do not know, my lord. We seem to have been separated from the rest of the Swarm, however." The Drone replied over what I assumed was the Zerg hivemind. "Orders, my lord?"

"Follow me for now." I said as I scanned the treetops for any sort of reference point. Finding none, I decided to just travel in one direction until I found something of note.

POV: Princess Twilight Sparkle
I could have sworn that I felt some new kind of magic emanating from the Everfree earlier, but I just couldn't put my hoof on it. So I made the decision to journey into the wild forest in order to find what this new magic is and see who was wielding it.

But after almost nine hours of searching, I was no closer to discovering the source of the magical energies I felt.

"Maybe I should have brought the girls along..." I said to myself as the sun began to set over the horizon, only to remember that Rainbow Dash, Applejack, and Rarity were busy providing combat training, food, and uniforms respectively to the Equestrian Military while Fluttershy and Pinkie Pie were busy with refugee aid.

"Really? I'm a near-perfect hybridization of Terran and Zerg genetics?" I heard a voice say from the bushes to my right. "I'm guessing that the imperfections come from my appearance, don't they?"

After the voice asked that question, I felt that strange magic once more, this time much stronger than earlier. I then deduced that the source of the magic came from whatever the voice was speaking to.

"Well, it's getting dark, let's stop for now..." The voice then paused as I began to walk closer, causing me to freeze in place. "And say hello to our new friend."

"Buck." I thought to myself as several glowing eyes then pierced through the shadows and stared me down, with the coming night making it seem like there were dozens of creatures hidden in the trees. "H-hello?"

"Well I'll be, it's Princess Twilight Sparkle!" I heard the voice say as a lightly armored bipedal figure revealed itself from trees, only for several shrieks and roars to seemingly echo throughout the forest. "Stand down! I'm fine!"

"Who are you?" I asked as I took a step closer, only to freeze once more when I noticed that the figure was armed with some kind of scoped assault rifle.

"Greetings, my name's-" The figure suddenly stopped and turned its head to look back into the forest behind it. "Shit, we've got incoming."

"What do you mean?" I asked, only for him to raise his rifle and fire several rounds into the forest moments before all Tartarus broke loose.

Four massive creatures over twice my size charged out of the forest in front of me and took defensive positions to the left and right of the figure before a squad of six Gryphon Special Forces soldiers appeared, appearing to give chase to the four creatures.

"FOR THE SWARM!" The figure let out a battle cry as he fired his weapon into the now-surprised Gryphons, with the two closest ones being unable to evade the incoming fire.

I could only watch in horror as the first Gryphon was hit in the head, which exploded in a shower of blood and brain matter, killing him instantly. The other was hit two times in the chest and once in his left wing, the latter of which was blown clean off by the sheer power of the bullets being fired from the figure's rifle.

The rest quickly recovered from their shock and began firing their Submachine guns at the figure, only for one of the massive creatures to jump in between them and shield the figure from harm.

As soon as the four remaining Gryphons had to reload, the creature that acted as a shield charged the enemy soldiers, using its large claws to grab and tear a Gryphon in half before the last three enemy soldiers took to the air in an attempt to avoid the creature.

"Oh no you don't!" The figure said as he fired at the now retreating trio, clipping the wing of one and taking out another before the last one escaped into the darkness. "Drone three, retrieve the enemy soldier who lost his wing."

I only recovered from my shock when I felt the strange magic again, which seemed to be emanating from the four creatures the figure calls 'drones'. One of these 'drones' then went off into the forest in the direction of the wounded Gryphon.

"Sorry about that, but those Gryphons were harassing my drones." The figure said as he looked over the 'drone' that became a living shield. "Little-to-no damage, you'll be fine."

The 'drone' then nodded and went over the other two and just stayed there, seemingly doing nothing to entertain or keep itself occupied.

"Now let's try that again, greetings, my name's Simon." He said as he offered his hand to me. "I already know who you are, so there is no need to introduce yourself."

"What are those things?" I asked Simon as I hesitantly shook his hand before pointing at one of the 'drones'.

"Those are my Drones, the worker units of the Zerg Swarm." Simon answered as he slung his rifle over his shoulder. "They are used to harvest materials and create the structures necessary for a Brood to survive."

"But enough about me for now, what's going on with those Gryphons? Why were they armed and this deep in Equestrian territory?" Simon then asked me before the drone that had left returned with a badly injured Gryphon. "Excuse me for a moment."

Despite not possessing a horn, Simon seemed to be able to use some form of magic since the Gryphon's eyes began to glow bright yellow moments before he succumbed to his injuries.

"Never mind with those earlier questions, I got all I needed to know from Corporal Longclaw here." He said before turning to the drone still holding the now-lifeless Gryphon. "Consume, process, and store."

"Wait!" I shouted as the drone began to eat the dead Gryphon. "What's it doing?!"

"Simple extraction and storage of essence." Simon explained as Drone completely devoured the Gryphon corpse. "The Zerg Swarm requires the essence of living creatures to grow and spread, without a hatchery to store the essence, I will just have the drone carry it until one can be built."

"Now if you will excuse me once again..." He said before I was wracked with immense pain. "I must go and build my army, something I cannot do while you are here."

The last thing I saw before I lost consciousness was one of the drones closing in on me.

POV: Simon
"My lord, why must we spare that creature?" Drone four asked me as drone one carried Twilight off to the edge of ponyville, which lay to the northwest of our current location. "It would have been more efficient to consume it and harvest its essence, would it not?"

"And since when do Drones give out orders?" I asked as I psionically strangled the Drone's mind, only to release my grip mere moments before it died. "Do not ever question my judgement again."

"Yes, my lord..." The Drone replied with new sense of respect for my power, something I had spent the entire day learning how to control. Even though most of it felt like I had used it my entire life, I was seemingly unable to use any abilities more powerful than the one I called 'psychic strangle'.

"Task complete." Drone one contacted me through the hivemind before I gave it orders to return. "For the swarm!"

"Why does drone one act like the in-game drone while drone four seems to be sentient?" I silently asked myself as I watched drone one begin to make the return trip through it own eyes before turning to address the other three drones. "Once drone one returns, we'll head south and establish a base somewhere in the mountains, that should allow us to build our forces in relative peace until we're ready for battle."

"And once we've amassed a proper army..." I smiled as a Manticore finally decided to make itself known, foolishly thinking I would be an easy target. "We will show this world the full might of the Swarm!"

Chapter 2: Contact

POV: Simon
It has been two days since I arrived in this world and I haven't been able to make any progress in growing my brood. This is because of the journey to the southern mountains that I originally though would have taken two hours.

Instead, the trip has taken much longer than I could’ve anticipated, preventing me from establishing a proper headquarters and amassing my army.

The upside to this delay is that it has allowed me to encounter multiple native species and harvest both their essence and DNA, though almost all of them were unusable or their impressive traits were already assimilated into the Swarm prior to our encounter.

The only notable exceptions were the Manticore I encountered on my first day here and a Cockatrice that I managed to ambush and defeat before it could harm me or my drones.

As we traveled, I pondered on the possibility of creating a Manticore-based soldier that somehow incorporated the Cockatrice's petrifying stare, the regenerative abilities of a Roach, and the near-impenetrable armor of the Ultralisk once my base was properly established.

"My lord, we have reached the edge of the forest." Drone four reported as it returned from a scouting mission. “We shall soon reach the mountain range, my lord.”

"Good, mountainous terrain provides us a higher chance of locating the amount of Minerals and Vespene Gas required to properly grow our forces." I said before I gave mental orders for drones one, two, and three to search for a suitable place to construct my first Hatchery.

"It shall be done." The three drones replied in unison before moving to complete their assigned tasks.

"I hope we'll have enough time to build our defenses before the inevitable counterattack." I thought to myself, fearing the potential damage the Princesses of Equestria can deal to my brood at its current strength.

POV: Princess Celestia
Meanwhile...
"You highness, I must protest!" Second Lieutenant Sol Scorcher exclaimed after I informed her of my intentions. "One company of troops is more than enough to deal with this minor threat."

"If what Twilight said was true, this minor threat is much greater than what an entire Division of Equestria's best soldiers can handle." I said as I donned my unique combination of ancient plate mail and modern combat armor before preparing my weapons, the legendary Longsword Dawnblade and the recently developed Mk. 16 assault rifle. "If it makes you feel better, I will only provide support should your troops need it."

Two days ago, a routine patrol discovered my former student unconscious at the edge of Ponyville, when I received the news I put the town put on high alert before I personally arrived with an entire brigade of EUP personnel in order to reinforce the town's defensive garrison.

Yesterday, she recovered from the incident enough to provide information on what happened to her. She told us of a strange creature that commanded a small group of monstrous beings attacking her using some form of magic.

Even though she had only just ascended, Twilight has already proven herself to be an exceptional mage and her Alicorn body is more resilient than that of even the toughest of Earth Ponies, to be incapacitated without having the chance to react meant whatever the creature she encountered was, it was extremely powerful.

But instead of taking her hostage or, Goddess forbid, killing her; the creature seems to have also protected Twilight from a squad of Gryphon infiltrators and appears to have made sure that she was safe after it had knocked her out.

This complicated things, on one hand, this means it is possible to reason with this creature and potentially ally with it; on the other hand, the creature and its motives are complete mysteries and could be nefarious in nature.

As I continued to wonder who this new potential ally/enemy was, lieutenant Scorcher informed me that the expeditionary force was ready to depart.

“Alright then, let’s go.” I said before we began the journey into the Everfree forest to learn the truth of this new unaligned force.

POV: Simon
Five days later...
I was amazed by how quickly my brood has grown, mostly because the games had never properly portrayed the speed a Zerg swarm can develop.

What started out as four drones with just enough essence to create a single hatchery has become a hatchery (which is currently upgrading into a Lair), two Extractors, a Spawning Pool, two Evolution Chambers, one hundred Zerglings, thirty drones, and twenty Overlords in the span of five days.

While I would normally prioritize defenses early on instead of amassing a large amount of units, I knew that both the Equestrians and the Gryphons were searching for us and thus I needed a way to both defend the hive and repel any attackers.

"My lord, overlords have detected a large amount of units approaching the hive cluster from the north." Drone four reported as it approached me. "They seem to be Equestrian in nature.

"Have the overlords been detected?" I asked my impromptu advisor and unofficial second-in-command.

I had used one of my Evolution chambers to reengineer drone four, giving it increased intelligence and independence as well as the ability to speak vocally, though it still prefers to communicate with me via hivemind.

This so that I can use my drone as an ambassador should someone outside the swarm seek to communicate while I was preoccupied.

"Negative, my lord." The Drone replied before another report came in from my overlords located to the hive's northwest flank. "A small Equestrian scout force has discovered the hive cluster. Shall I have the Zerglings engage them?"

"No, let them report their findings to the main force." I said while psionically recalling all my Zerglings and ordering them to burrow by every possible entrance the Equestrians might choose to take. "We'll lure them in before encircling and destroying their group with one decisive strike."

"It shall be-" The drone was then interrupted by the sound of gunfire. "THE HIVE CLUSTER IS UNDER ATTACK!"

POV: Sol Scorcher
Me and my squad watched from our concealed position as approximately twenty-five Gryphon soldiers attacked the strange collection of organic structures in the valley below.

“How are they this deep in our territory?” I thought to myself before I spotted the target we were sent here to find. “And what is that thing doing here?”

Before I could give out orders for my squad to withdraw, I noticed that multiple creatures the size of a large dog seemed to have burst from the ground around the living buildings and begin charging the Gryphon attackers.

The creatures seemed to be allies of our target as they fought the Gryphons with reckless abandon but ignored our target, literally fighting tooth and nail to repel their enemy as the figure began firing the strange assault rifle Princess Twilight mentioned at the attacking Gryphons.

“Lieutenant, what are we going to do?” Private Dome Defender asked me as the Gryphons were slowly overwhelmed by what appeared to be dozens, if not hundreds, of those dog-sized creatures.

“Let’s head back, we need to inform the Princess about this.“ I said to my squad before we began heading back to the primary expeditionary force.

POV: Drone Four
As the scouts moved to reunite with their comrades, I was somewhat glad that they didn’t see me but also frustrated at the same time.

As the group moved, they were so preoccupied with staying undetected that they were oblivious to the fact that I was following them.

While I hadn’t received any orders from my lord to do what I was about to do, I knew that with the amount of Equestrian soldiers at our doorstep, the hive cluster would be heavily damaged should they attack.

So I made the independent decision to attempt... negotiations, as my lord would put it, with the Equestrians to prevent them from harming the rest of the brood.

As the scouts arrived at the Equestrian camp, I decided to finally put those evolutions the lord gave me to good use.

“Hello?” I said as I cautiously revealed myself, only to be greeted with multiple guns pointed in my direction. “I wish to speak with your leader.”

“Holy shit, it talks!” One of the soldiers shouted as majority of the Equestrians lowered their guard.

“What’s going on?” I heard coming from the largest tent before a creature that my lord calls an ‘Alicorn’ emerged from within.

“Your highness, one of those... creatures Princess Twilight encountered wishes to speak with you.” The soldier that shouted earlier said to the Alicorn as it pointed to me.

“I see, let it through.” The Alicorn said, much to the surprise of the soldiers present.

“Your highness?” The soldier asked the Alicorn for clarification.

“I said to let it through, Sergeant.” The Alicorn ordered before the last of the soldiers lowered their weapons and made a path for me. “I wish to speak with it as well.”

POV: Princess Celestia
While I had not expected that one of the creatures Twilight encountered would actively seek to communicate with us, it was not entirely unwelcomed.

“Greetings, I am Princess Celestia.” I introduced myself to what Twilight said was a ‘Drone’ as I used my magic to pour tea some into a teacup. “Would you like some tea?”

“No thank you.” It politely declined as I sat down. “A Drone such as myself does not... drink tea.”

“I see, so what do you drink?” I asked the large alien-looking creature before me.

“Us drones only need to consume when we morph into a structure, thus we have evolved to not require much in the way of nourishment.” It answered, though the answer only raised more questions.

“What do you mean ‘morph into a structure’?” I asked the Drone after having a sip of my tea. “Do you mean to tell me that-“

“All the buildings currently making up the hive cluster were build using drones?” It interrupted me. “Yes, they are.”

“Why must your kind sacrifice their lives to create those buildings?!” I asked the drone, shocked that the creature would sacrifice its allies to accomplish something as simple as constructing buildings! “Why do you follow someone who does that to your species?!”

“Because we live for the swarm and we would gladly die for it.” The drone answered calmly as it began to explain everything I needed to know about the Zerg swarm.

POV: Simon
Four hours later...
It had been four hours since Drone four disappeared and I was currently cursing myself for giving it the ability to act independently.

To make matters worse, it had somehow developed a way to prevent me from psionically sensing it or seeing through its eyes, making the task of locating it much more difficult.

After I learned that drone four had vanished from one of my overlords, I had nearly all of the Zerglings that survived the battle with Gryphons unharmed (which were exactly ninety-four out of the one hundred total) begin searching the hive and its immediate surroundings.

Just as I began to fear the worst, Drone four reappeared in the hivemind, though it still prevented me from determining its location or looking though it.

“Drone four, where are you?!” I angrily asked the intelligent worker via aforementioned hivemind. “I don’t remember giving you orders to disappear!”

“Please forgive me, but I believe you wouldn’t have approved of my mission.” The drone answered before revealing it location, which was right in the center of the Equestrian camp. “What I have done is the best course of action we could have taken.”

“If I hadn’t spent an expensive amount of resources on you, I would end you here and now!” I said, despite having no plans to do so even if I didn’t reengineer the drone since it was the only other sentient being in the brood at the moment. “Bring Celestia to the hive cluster immediately, I want to speak with her.”

“By your command.” The drone replied as it attempted to carry out my orders, only to suddenly stop. “My lord?”

“What is it?” I asked drone four.

“Celestia wishes to bring a contingent of her soldiers with her.” It answered. “She says she will refuse to comply unless her demands are met.”

“Fine...” I said before ordering twenty-five Zerglings to escort the Princess and her soldiers to me. “Tell her I have dispatched troops as well to make sure she gets here safely.”

This entire thing was NOT going according to my original plan...

But as a Zerg, I must survive, adapt, and overcome...

Author's Note

Gryphon and Equestrian weapons are basically just renamed real-world firearms.

Examples: Mk. 16 (M16), AP5 (MP5), and Block 17 (Glock 17)

Chapter 3: 'Negotiations'

POV: Simon
I watched as Princess Celestia and fifteen Equestrian soldiers neared the edge of my base alongside Drone four and twenty-five of my Zerglings. I saw that a third of her soldiers were either almost too young or too old to be in the military.

"This must be a side effect of their war..." I said to myself as another bullet emerged from my rapidly healing body. "I really should've invested more in giving myself some Carapace armor, those nine-millimeter rounds hurt."

The skirmish that took place several hours ago saw me take over a dozen hits from those accursed Gryphon AP5 SMGs, which essentially destroyed my suit's cloaking device, something I wanted to be able to utilize in an event where I am forced to use stealth instead of raw strength.

"Good day, Equestrians." I said while dispersing my Zerglings and ordering them back into defensive positions. "I am Simon, leader of the Zerg brood you see before you."

"Hello Simon, I have heard many things about you and your Zerg." Princess Celestia replied before noticing the Creep that covered the ground around my base. "Is this the 'creep' that your drone has told me about?"

"HOW MUCH DID YOU TELL HER?!" I shouted at Drone four over the hivemind, causing the worker to recoil in shock before I recomposed myself enough to answer Celestia's question. "Yes, it is."

"I have informed the princess of every aspect of the Zerg swarm necessary for her to understand our strength." The drone replied as it floated over to me. "However, I have not granted her any insight on how to counter our forces."

"You know, some might consider it rude for somebody to communicate over hivemind without informing them beforehand." Princess Celestia interrupted as her soldiers inspected the purple flesh on the ground.

"Don't worry about the creep, I've designated you all as friendly, so it won't impede your movement." I said, before turning to the Alicorn. "I do not care for pleasantries, I just want to get this over with, either through peaceful means or through violent ones."

As I finished speaking, Celestia put her hand on the hilt of her sword while her troops raised their guns, only to hesitate when every Zergling in my army emerged from the ground around them, something I had organized as the group approached and was still preoccupied.

"I requested for you to come with my drone." I said to Celestia as I walked towards the surrounded ponies. "Yet you insisted on bringing your warriors with you, so I did the same."

"Stay away from her!" One of the soldiers shouted as I neared the Princess, but I ignored her even when she pointed what appeared to be an M14 battle rifle at me.

"I have no intention of harming anyone, I just want to talk with your princess." I said before drawing on my psionic power. "Alone."

The soldiers and even Princess Celestia herself were surprised my display of psionic ability, as most of the former backed away from me, while the latter flinched ever so slightly.

"If you don't want to lose any of your precious little ponies, I suggest you come with me." I told Celestia before another report came in, this time from one of the many drones mining minerals. "Excuse me."

"The Hatchery's evolution to Lair is complete." The random drone informed me before returning to its work.

"Drone twenty-two, stop collecting Vespene Gas and morph into a Hydralisk Den immediately." I ordered before returning my attention to the Princess. "My brood grows as we speak, I would suggest we talk before I begin fielding my newest units."

"My lord, permission to speak freely?" Drone four asked out loud.

"Permission granted." I replied, curious as to what my sentient companion wanted.

"Might I suggest that we allow one of the Princess's soldiers accompany her?" The Drone continued before giving me its intentions via hivemind. "This will help the Princess relax and allow us to communicate more effectively."

"Fine." I answered the drone out loud before returning my focus to Celestia. "What do you say Princess? This arrangement is something that I can agree to."

"Lieutenant Scorcher, would you kindly join us in our discussion?" Celestia asked the soldier pointing the M14 at me.

"If it means I get to keep this... thing from harming you, I would do so gladly." The soldier replied before lowering her M14 before turning back to me. "Just know I'll be watching you."

POV: Sol Scorcher
"If you say so." The creature that calls itself 'Simon' replied before walking deeper into the monster-infested nest alongside the 'Drone'. "Come, we'll discuss things in the lair."

"Follow me, Equestrians." The Drone then gestured for us to follow them.

"I don't trust them." I whispered to the Princess as we walked through the collection of living structures. "They attack Princess Twilight then seek to establish diplomatic relations? Something's not right here..."

"If you don't trust them, then trust me." The Princess replied before we noticed the large building-sized cocoon that was growing. "That must be was what he meant by 'his brood grows as we speak'."

"This drone is mutating its body into a Hydralisk Den." Simon said when he noticed we stopped. "The structure will allow me to strengthen my army against air units by granting me the ability to grow Hydralisks."

"What's a Hydralisk?" I asked before remembered who I was talking to, but it was already to late.

"Hydralisks are the backbone units of the Zerg swarm, serpentine beasts equipped with two arms that end in scythe-like claws and possess the ability to fire poisonous spines at high speed." Simon answered as he ran his hand over the exterior of the cocoon. "But enough explanations for now, come on."

As we neared the largest structure in the nest, we noticed that multiple other drones were working at bringing different things into the building, with some holding large gems while others carried what appeared to be egg-like objects.

"Do not bother with these drones, they're vastly different from number four here." Simon said as he gestured to the drone that made contact with us. "They aren't as smart and can't talk normally, so I just have them gather resources and build structures."

As soon as he finished speaking, the 'door' (if you could even call it one) to the structure opened and the four of us went inside.

What I expected the interior to be was a damp, gross, interior made of flesh, bone, and blood; but what we saw was both surprising and confusing.

The immediate inside resembled the living room of an average Canterlot house, constructed of stone, wood, and metal; a vast departure from the exterior of flesh and bone.

"Do you like it? I had my drones construct this within the Lair while it was still a Hatchery." Simon asked as he sat on a chair. "I originally made it so I had a reminder of my first home, but I suppose it can work as conference room as well."

"First home?" Princess Celestia asked as she took a good look around.

"I wasn't always an infested Terran, I once had a house much like this one and lived a life much different from the one I live now." He answered before gesturing for us to sit down. "I made these chairs myself, so I can assure you they aren't made from anything disgusting."

"So, where shall we begin?" The drone asked as the two of us sat down.

POV: Simon
Two hours later...
"Finally! They're gone!" I thought to myself as I watched Celestia and her forces leave with Drone four. "Drone four, remember what I told you."

"Yes my lord." The Drone replied via hivemind. "I shall complete your mission as soon as possible."

After two hours of 'negotiations' I had finally gotten rid of the Equestrian force breathing down my neck. The catch was that I would now have a diplomat sent by the Equestrians watching over me for the time being.

At least I could do the same, if not more, with my ambassador drone since I could literally see, hear, and communicate through it.

"I wonder who the Equestrians will send to observe us..." I thought out loud before I went back to building my forces, starting with growing more drones and overlords to gather more material and provide control over my coming army respectively.

POV: Princess Luna
Three Days Later...
"Sister! What were you thinking?!" I exclaimed after my sister explained what had transpired during her expedition. "Allying ourselves with the creatures that harmed your student?! Have you gone mad?!"

"I understand what you're saying, but they were the ones who wanted to talk." She replied calmly before taking a sip of her tea. "I will not deny someone the chance to redeem themselves from their mistakes, like I did for you, sister."

"I see." I said with barely concealed fury, since she had just brought up my 'Nightmare years' infront of the ambassador, who was just floating around the nearby gardens. "And where will we house the ambassador? I doubt he will fit in one of the guest quarters."

"I do not require such wasteful living quarters, Princess of the Moon." The 'Drone' answered from outside before pointing to an empty patch of land that was being prepared to house a rose bush. "All I require is some land and this."

The ambassador then revealed a small glob of living flesh from within its wings and placed it onto the barren ground, the flesh immediately rooting itself and spreading until it completely covered the barren soil.

"What was that?" I asked my sister, who watched the entire process unfold without a change in her expression.

"That was a Creep Tumor, your highness." The Drone answered before laying down on the flesh. "It creates Creep, a substance us Zerg use as both food and housing."

"They also seem to use creep as a foundation of sorts for their buildings." Celly explained further before finishing her tea. "Now if you will excuse me, I have to catch up on how the war is going."

"Finally, she's gone." The drone suddenly spoke with a voice not that was not its own as its eyes began to glow a brilliant yellow. "I wanted to speak with you alone, Princess Luna."

"Who are you?!" I asked the now-possessed drone as I flew over towards it, my magic ready to disintegrate the creature before me. "And what have you done to my sister?!"

"Same thing that I will do to you... Your highness." I suddenly felt as if my head was being crushed as I was brought to my knees by some kind of powerful spell.

I wanted to scream for help, but my mouth didn't move. I told myself to stand up and run, but my legs refused to listen. I tried to call upon my magic, but it felt like it was just out of my reach.

As darkness began to obscure my vision, I tried everything to escape or counter whatever spell the creature was casting, only for my body to not respond to my commands or for my magic to ignore my pleas.

"Why are you doing this?" I finally managed to say as I felt my eyelids grow heavy.

"I care not for alliances or treaties with your kind, but until my brood has grown strong enough to survive on its own..." The drone then took out a small insect-like creature from inside its body and placed it on my shoulder. "I have to use you to defend it for me."

As the insect began to crawl up my neck and towards my open mouth, the last of my consciousness slipped away and I was forced into a dreamless slumber...

POV: Simon
I watched through my drone as the Advanced Neural Parasite I had developed made its way inside the Lunar Princess. While it would not allow me complete control over her, it should make it that I can influence her decisions in a similar manner to what I did to Celestia and the soldier Sol Scorcher.

"Infestation complete, my lord." Drone four said as I felt Princess Luna's presence within the hivemind.

"Good, now keep a low profile and do your best to keep what has just happened a secret." I ordered my drone as I woke Princess Luna up, giving her minor amnesia before letting her continue on for now.

Now I have two Princesses unknowingly working towards my goals of consuming this world in an endless swarm of tooth and blade...

Author's Note

I was reading the AMAZING story ‘Guardian of the Swarm’ and was so sad that it wasn’t completed. So I decided to take a similar route with this story.

If you want to see a peaceful Zerg story, leave a comment and I will make a version of this where the Ponies and Zerg actually work together.

Chapter 4: Suspicions

POV: Princess Twilight Sparkle
Four Days after Princess Luna’s infestation...
It has been a week since the alliance with the Zerg was established and something seems off about Princess Celestia and Princess Luna. Both of them have begun to act... strange ever since Princess Celestia returned from her military expedition into the Everfree.

At first it was subtle, with the two of them now seemingly able to read each other’s thoughts during war council meetings, somehow knowing where each other is even if they were told no such information, and they were also beginning to eat less.

Now, its much harder to ignore. They have started sending soldiers to the Zerg base for seemingly random reasons, allowed the Zerg ambassador to join them in war council meetings multiple times, and have even begun switching shifts in raising/lowering the sun/moon.

The last one was what caused me to notice these things. I had already gone to both of them multiple times to ask what was going on, only to be ignored or given a vague answer.

Now I’m growing more and more concerned despite their repeated attempts to assure me that nothing is wrong. It has now gotten to a point where I don’t know who to trust anymore.

This is reminding me of my brother’s wedding, where I knew something was wrong even though everyone said things were fine, only to be proven correct when Queen Chrysalis invaded with her Changelings.

But instead of only one pony being replaced, it feels like nearly everyone that comes in contact with the Zerg change in some way...

POV: Simon
My brood has grown significantly since we infested the two ruling Princesses, with my ground army now coming in at one-and-a-half thousand Zerglings, five hundred Hydralisks, two hundred roaches, fifty Ultralisks, and twenty-five Infestors.

My air force may be smaller by a wide margin, but it is still more than enough to guarantee air-superiority. With one hundred and fifty Mutalisks, sixty Corruptors, fifty Overlords, and twenty Overseers under my control, I have nothing to fear from any air force that might challenge the swarm.

I have also given myself Carapace armor, covering my chest and legs while leaving my arms untouched as to allow me continued use of my C-10 Canister Rifle without difficulty.

“Drone four, progress on Equestria’s infestation.” I had left my ‘ambassador’ with one hundred of my advanced neural parasites and told it to only infest the most important targets.

“We have infested the two ruling princesses, the captain of the Lunar and Solar guards, and twenty royal guards.” The Drone answered. “In addition to this, we have nearly every member of the Equestrian war council, and many other high ranking officials under our control.”

“What do you mean ‘nearly every member’?” I asked after taking a moment to analyze the information. “Who among the Equestrian war council is still not under our control?”

“Princess Twilight Sparkle, my lord.” The drone replied. “She has been cautious to have somebody with her at all times, making infesting her without being discovered impossible.”

“Shit, she’s the biggest threat to the brood when she is with her friends.” I swore out loud before I began formulating a plan. “I will have Celestia seek to talk with her alone in the gardens, you burrow there and wait until she walks past before infesting her.”

“It shall be done.” Drone four replied before removing itself from the hivemind once more.

“I must make sure the Equestrians have no chance of victory, just to be safe.” I thought before returning to managing my base.

POV: Princess Twilight Sparkle
I was suspicious when Princess Celestia asked for me to speak with her in the royal gardens alone, but I would never deny my mentor’s request for a peaceful conversation.

“I have come to warn you.” I jumped around to see the Zerg ambassador floating behind me. “My lord has ordered me to infest you with a neural parasite that would force you to obey his commands.”

“And why are you telling me this?” I asked my foe as I readied a fireball spell. “I thought you would just obey the order without question.”

“I follow the strongest leader, and I sense that you have the strength necessary to lead the Swarm.” The drone answered before it a gesture that was essentially the equivalent of bowing down to me. “Your psionic potential is unmatched and Celestia considers your spellcasting skills second to none.”

“How do you know that?” I asked the Zerg drone as I canceled my spell.

“My lord has already infested your princesses, as well as multiple important figures in your society.” The drone answered, confirming my suspicions that something was wrong. “They are most likely on the way here now to ensure you have been enthralled.”

“What are we going to do now?” I asked the drone while trying to the fear in my voice. I knew that fighting my former teacher and friend was something I could not do.

“We run.” The drone answered moments before a possessed Princess Celestia spotted us and charged.

POV: Simon
I watched furiously as Twilight Sparkle and the traitorous drone fled from my thralls. I couldn’t channel my psionic powers through them since they were not Zerg units, meaning I was helpless as the two escaped from my forces.

“Celestia, your student has joined the Zerg, she is now an enemy of the state and must be apprehended.” I psionically influenced the Solar Princess thoughts while dispersing my gathered minions.

After I had finished mind-wiping those who didn't need to know of Twilight and the rogue Drone's team up, I returned my focus to growing my army. I knew that with Twilight being branded as a traitor, she would be unable to gather allies from Equestria.

POV: Drone Four
As we escaped from my former master's units via a teleportation spell, I knew that I would no longer be accepted by his brood, which I deemed as an acceptable loss if it meant I could serve a stronger leader.

"What now? Simon would already have had the Royal Guard begin searching for me." Princess Twilight asked me as we moved to get as far away from Simon's forces as possible.

"I have a plan, but it will require three things." I answered as we traveled through the jungle, the native wildlife knowing that I was of the Zerg and thus keeping their distance.

"Which are?" My new master asked before I linked her into my hivemind frequency so we could communicate more efficiently. "Ow! Please warn me if you are ever going to do that again."

"Apologies, I needed to do that so I could transfer all the knowledge you would require to understand my plan." I then began to slowly give her the information of my plan and what it required, which was a supply of essence, a safe place, and some time.

My plan was to create an entirely new brood, one under Twilight's command, so she can properly combat the Phantom Brood. Of course, it means that I must sacrifice myself to create the hatchery that will become her headquarters.

A fact that Twilight was not happy with...

"If you turn into a Hatchery, who will help me do this?" I could sense the distress in Twilight and used our hivemind to calm her down. "I have little-to-no experience leading anybody, much less an army of Zerg!"

"My memories and mutations can transfer over to any drone you create." I said to the Alicorn. "I will also become one with the hivemind once I mutate into the hatchery and will be able to guide you even if my form were to be destroyed."

"Where do we start then?" If I had a human mouth, I would be smiling, for I have finally found someone I think is worthy to lead the swarm.

POV: Screaming Eagle
Forty-Eight hours later...
I was in command center of one of the defensive positions we established in the lands we took from Equestria when a sentry spotted the distinctive flash of a teleport in the distance. I immediately raised the alarm, only for another sentry to report that she spotted a white flag being waved.

"Get me some soldiers! I want to see who it is!" I ordered as I grabbed my rifle and body armor and rushed out the door.

As I moved to the base entrance, I noticed that nearly every soldier in that base was rushing to see who surrendered, blocking the way for me and obstructing my view at the same time.

"Sweet solar eclipse..." I was stunned when I saw who was at the gate, Princess Twilight Sparkle of Equestria and one of the Zerg creatures our soldiers had encountered. "Open the gate! Let them in!"

"Why would a Zerg worker and Equestrian Princess seek to give up?" I thought to myself as I ran to meet the newcomers.

"Thank you for letting us in." The Element of Magic said as I arrived. "I didn't know where to go, so I went to the one place that might still be safe."

"What do you mean?" I asked her as we went back to the command center. As we walked, I used this opportunity to look her over.

She looked terrible, her mane and tail were unkept, she looked like she hadn't eaten anything or slept in a long time, and I could... feel that something was different with her.

"The Zerg of the Phantom Brood have taken control of Equestria." She answered as we entered the command center. As soon as the door closed I had some food and drinks brought in for the Princess. "Thanks."

"No problem, if it wasn't for this damn war, I would've visited Ponyville and tried to become friends with you." I replied, trying to lighten the mood. "What do you mean by 'taken control'?"

"Simon has implanted some kind of parasite in the other Princesses, turning them into his slaves." I was glad I was drinking anything when she said that or else I would have spat it all over her.

"What?! How did that happen?!" I asked, before realizing something. "How do I know that you've not been infected with one of these parasites? You do have a Zerg companion after all!"

"I was the one who warned Twilight of the infestation." The drone said in what could only be described as a defensive tone. "Also, why would I put my new master under the thrall of the enemy?"

"So you're now one of hers? But our intel said that you zerg have a hivemind, one that all zerg creatures require for higher brain functions." I knew that informing Princess Twilight about our spies in Equestria was risky, but I needed to make sure that this base wasn't in danger.

"I'm special in that regard, for Simon reengineered me to be capable of independent thought." The drone answered before Twilight finished her meal and spoke up.

"I'm willing to join you in the fight against Simon and his Zerg if you provide us with some things." She said as she wiped her mouth. "If fighting the Phantom Brood means that I will have to hurt my fellow ponies, I'm willing to do it as long as it leads to the defeat of Simon."

"What do you need?" I then asked the Princess, only to find out that she fell asleep.

"We'll need a large open space, a steady supply of essence, and for your soldiers to protect us for some time." The drone answered as I had the Princess brought to my quarters so she could rest.

"The first and last ones, we can do easily, but what do you mean by essence?" I asked the crab-like creature before me

"Minerals, Vespene Gas, and dead creatures all provide varying levels of essence." The drone then informed me of the nature of Zerg and their need for essence. "The first two can be found in crystal fields and gas geysers, respectively, while the last one is self-explanatory."

"I'll see what we can do." I said before I went out to collect what we needed and more, for if we are all to survive the Zerg, we're going to need all the help we can get...

Author's Note

Here's the potential for a good ending, Twilight going a similar path to Sarah Kerrigan during the StarCraft 2: Heart of the Swarm campaign!