Hello, you may have notice that this is a remake of an earlier story. I'm not going to delete the other one either so… Just check this out I guess. It's basically just a rewrite because I feel like I rushed the other story. So yeah… Here is this!

Chapter 1: The Swarm

It was a peaceful day in Equestria, the sun was shining, the birds were singing, and there was a beautiful breeze. However none of the ponies throughout Equestria were enjoying this wonderful day more than Fluttershy who was outside, feeding her animals. "Oh, do hurry up now. You want to get some food too." She gently said to the large amount of mice that had been eating from the pile of seed she poured out of a cloth sack. Fluttershy loved all animals, even ones she had never seen before, but a low growl had gotten her attention. She turned and saw what appeared to be a rabbit sized caterpillar slithering towards the pile of seed. That wouldn't have upset her if it wasn't so creepy looking. It was purple and red with glowing green around its midsection. Its eyes were the same glowing green and it had several of them. A set on mandibles were there and it had at least three tongues sticking out from an unseen mouth.

"Oh… My…" Fluttershy muttered as it moved towards one of the mice. It let out a shrieking hiss and scared off the rodents allowing it to feast, but it began to cough and gag once it had started to eat the seeds. "H-hello… What kind of creature are you…?" Fluttershy asked. It didn't reply instead it turned and began to move past into the Everfree forest, which made Fluttershy worried. She began to follow it running as fast as her legs would take her. She caught up with it quickly considering it wasn't that fast. "Please turn around. You could get hurt!" Fluttershy tried to reason with it, but it ignored her and continued onward. It was just then that Fluttershy became aware of a purple slime like substance under her hooves. She looked down at it and shrieked, she ran and hid in a bush, and she peeked out her head and looked down. She began to chuckle to herself as she looked at her own reflection in the slime, which is what startled her. She then noticed the slime seemed to moving or spreading to be more exact, as soon as it touched the base of the bush it began to die and turn black as if it had been burned. She started to fly because she wasn't sure what would happen if she touched it for too long, and she had desire to find out.

Fluttershy followed the little worm and stopped when she saw something, it appeared to be some form of building. However she noted the pulsing movements and came to the conclusion that it was a living thing. Fluttershy saw more of the small creatures surrounding one section of the building, it was making them. One was wrapped in a green cocoon and several seconds later it burst revealing a crab like creature. It hovered a foot or two off the ground and began picking at a stone wall with its claws. It eventually wore it down to the point where it could remove a gem like object. It brought it to the hive while other of these creatures moved to the hive carrying what appeared to be green gas sealed in a bubble. The hive began to shake and throb before releasing what could only be described as a monster. It had spider like legs with a purple membrane between each one. It had two arms each hand with two fingers on the end. Its head was long, most likely meaning that it had some degree of intelligence.

It moved to the hive and injected something into the hive, soon large boil like objects grew on the hive, then burst a minute or two later making more of the larva. "Is she some kind of Queen?" Fluttershy mumbled to herself, but the creature had heard her, it turned and let out a roar before firing a spine at the shy pegasus. It made contact with her wing, piercing the flesh, she let out a cry of pain as she fell onto the ground. The Queen began to move closer to Fluttershy, so she got up and began to run from it. The Queen moved quickly on the purple slime, almost as if it could skate on it. Fluttershy continued to run, her muscles burned as she did. Eventually she saw sunlight breaking through the normal dark gloom of the Everfree, and she leaped towards a patch of bushes. She broke through startling several animals, many of them ran but several ones waited to help their friend. The Queen stopped moving at the edge of the bushes, almost as if it couldn't go any further, then it turned and began to move back towards the hive. Fluttershy realized she had been too occupied with running to think of being scared. Whether this was a good thing or a bad thing would later be decided. For now all she wanted was to get patched up, and sleep.

Fluttershy moved down the Everfree with a basket balanced on her back, she felt a need to return to the hive, she wasn't even sure why. "I hope this will help…" She muttered thinking about the basket. Eventually she saw the hive and the Queen there as well. It let out a roar, Fluttershy knew it wasn't an attack roar, but a warning. "I'm not here to hurt anything… I just wanted to apologize…" Fluttershy said to the Queen before placing the basket onto the ground. Fluttershy took the lid off and revealed it was filled with fish. While she hated doing this to any kind of animal she knew that food could be taken as an offering to get on the good side of a creature. The Queen studied the fish before motioning with her hand. Several small creatures ran forward and began to devour the fish with no haste, not leaving a single remain. The creatures had several sharp teeth, large horns, and what appeared to be small wings. For some reason they reminded her of dogs. They turned to Fluttershy and began to growl while snapping their jaws and slowly edging closer to her. Her eyes widened as she realized what this meant. She turned and ran once again while the small creatures took chase. These ones were faster than the Queen and were able to catch up with her relatively quickly. She felt one bite down on the end of her tail in an attempt to stop her, but she kept running. The "Dogs" kept following even after she left the forest, but stopped when she was in the safety of her own home. Fluttershy took deep and heavy breaths as she sat against the door. She was curious however as to why the Dogs followed her off the purple slime while the Queen didn't. However she was far too tired now to think about it.

Fluttershy sat with Twilight, Rarity, Applejack, Pinkie Pie, Rainbow Dash, and the three Princesses. She had just finished explaining what she had encountered and it left the eight of them shocked. "Fluttershy, are you sure about this?" Luna asked, she seemed the most worried out of all of them. "Yes. I'm quite certain." She replied, which made Luna much more nervous. "Is something wrong Luna?" Celestia questioned. "I believe I may know what these things are… While on the moon I had been able to communicate with several different beings… One of which called himself the Overmind. He said he was the leader of a group of malicious alien beings known as the Zerg." Luna began to explain.

It was cold… Nightmare Moon was used to it, she had been for the last five hundred years. Nightmare Moon sat on a large rock and thought about how she would get her revenge on Celestia for banishing her onto the moon. "What's this? A powerful creature stuck on this planet's moon? How pathetic…" A voice rang through Nightmare Moon's head. "Who are you!? Where are you!?" She asked. "Do not bother searching for me. I am too far for you to find." The voice taunted. "DO NOT TOY ME WITH ME!" Nightmare Moon bellowed towards the stars. "You are bored… As am I… Perhaps… A little swap of stories would be for a nice change of pace." The voice said in a calmer tone. Nightmare moon seemed shocked at this suggestion. "Why in Equestria would I ever do that?" She asked. "Because you are bored… Just as I am…" The voice replied. It was true Nightmare Moon was very bored, and she didn't really have much to do. "I suppose it would be a good way to pass the time…" She eventually agreed and began to listen to this voice's tale.

"Luna, why didn't you tell me about this?" Celestia asked. "I thought it to be nothing. I did not foresee the Zerg finding their way onto our planet." Luna replied. "You mean these things are aliens?" Twilight asked. "Yes, very dangerous ones as well. Capable of evolving to fit any disaster, for every one of them that falls a million take its place… Merciless, unfeeling beyond hate and anger…" Luna answered, she closed her eyes and hung her head downwards. "So this is it then? We're just going to sit around and wait for these things to come and kill us? If that's what you all want to do then go ahead. I'm going down fighting." Rainbow Dash shouted. She flew out of the castle towards Cloudsdale, not once looking back.

Celestia watched the Zerg approach, they moved forward in small squads, but the sheer number was astounding. Thousands if not millions of Zerg marched forward, each one armed with claws, teeth, spines, and other various natural weaponry. She couldn't help but feel sorry for them, forced to march into their deaths by this one named the Queen of Blades. However her pity would have to wait, for now she prepared to fight against the Zerg threat.