All was silent around the Lonely Mountain. The Desolation of Smaug was an ashen ruin inhospitable to man and beast alike. The Dwarves had long since abandoned their former home, and the men of the Kingdom of Dale had lost their kingdom as well. The old city was silent as a grave, and dead, burnt trees stood as if mourning for it.

But on this night, keen eyes across Middle Earth spotted a shooting star, one that crashed in the heart of the Desolation. The people of Lake Town murmured in fear, wondering if this might rouse the the terrible dragon from his slumber, but the tremors subsided and did not resume, and so their lives went on.

But in the crater something stirred. A fleshy sac burned away, the heat of atmospheric entry having set it ablaze, but as it did so it revealed its precious cargo: a Zerg Hatchery, completely intact and already secreting Creep to consume any organic material nearby. It also began to use what resources it had to spawn Larvae, but where most could not survive off Creep (or even move without it) one set out, its queen's lone order echoing in it's mind: find a powerful host, something that could protect the Swarm until it could protect itself, or lead it to greatness from its new beginning.

It could sense nothing in the area save for something powerful and intelligent in the mountain, but it was cautious. It could faintly sense many lesser creatures in the distance, across the water, and so it wriggled towards the lake, leaving a trail that would baffle any ranger in the ash.

It swam and as it neared Lake Town it listened with both its auditory sensors and its mind.

"Remember child, no matter how bad things seem, you must never approach the mountain."

"But why not Mama?"

"Because of the dragon."

And so the Larva learned by spying on children's stories about this Middle Earth, the Lonely Mountain, and the dragon Smaug.

Smaug the Terrible, the Magnificent, the Tremendous, the Unassessably Wealthy, the Mighty, the Stupendous, the Tyrannical, the Chiefest and Greatest of Calamities. Truly, the dragon was something to be feared… but for the Zerg creatures that were feared were coveted, and so the Larva lingered and listened for yet more stories of dragons.

And so it learned the history of the Lonely Mountain; that it had once been Erebor, the last Kingdom of the Dwarves, and that its wealth had been immeasurable. But dragons coveted gold with a dark and fierce desire, and two-hundred years ago a young Smaug had flown down from the north, burning all who stood in his path away until the mountain and all of its treasures were his and his alone… but Smaug had not been seen for sixty years, and some whispered that the treasure might be there for the taking.

The Larva swam back to the Desolation of Smaug and the entrance to the Lonely Mountain with a plan in mind. Greed and tyranny could be manipulated, be the victim a Terran or a dragon.

As it approached the entrance it saw that it had been melted into a smooth pathway, and that the chambers beyond seemed to glow from within. It slithered along the smooth stone trail, following it deep into the mountain where it beheld a sight that would have struck a Terran breathless.

A mountainous pile of treasure – gold and silver, wrought and unwrought, flowing and scattered across an unseen floor in a magnificent chamber, with every gem and jewel illuminated as if by flame.

The light came from the Larva's true target, the great fire drake Smaug. Crimson and aureate, his thrumming breaths could be both heard and felt, and wisps of smoke flowed constantly from his jaws and nostrils. His massive wings were folded against his sides, revealing the four muscular limbs that supported his weight, and his tail curled around the mound as if protecting it.

The dragon lay partially on his side, revealing a belly encrusted with gems and gold, pressed into the comparatively soft scales by weight and time.

Smaug was roused from slumber by something unusual: a smell utterly alien to him. He had caught traces of it one the wind from the tiny hole in the wall, but now it was intense and close. He rose and felt the changes in the air of his lair. There was an intruder!

"Well, thief! I smell you and I feel your air. Come now, step into the light. Help yourself. There is plenty and to spare."

But the simple act of rising sent a cascade of treasure down far enough that the Larva was momentarily hidden, and while it lacked the capacity for fear, it had strong survival instincts. It held still and gently probed the dragon's mind, carefully sussing out secrets and desires.

"I am no thief, O Smaug the Tremendous. I am a traveler from far beyond this land, that hoped to see if you were truly as great as tales say. I did not believe them."

Smaug was equal parts skeptical and flattered, and immediately struck a pose. "Do you now?" he thundered, the light cast by his inner flames brightening the chamber.

The Larva took the opportunity to scan its target for weaknesses, imperfections, and deformities. Not distracted by the gleaming metals pressed into his belly, the Larva immediately saw the missing scale near the dragon's heart. Problematic in the long term, but potentially useful at the moment. Its limited psionic ability was enough to determine what the dragon wanted to hear and how he wanted to hear it. Now it was simply a matter of playing the creature's petty little game.

"The myths and legends fall far short of the reality, Smaug the Magnificent."

The dragon began taking shallower breaths and crawling about the mound. The Larva used each tremor from his footfalls to move slightly to maintain its distance as the dragon spoke again.

"You have nice manners for a thief and a liar. You seem familiar with my name, but I don't remember smelling you before. Who are you and where do you come from, may I ask?"

"I come from beyond, where the treasures are hard to find but truly infinite."

The dragon showed no outward reaction, but the Larva sensed the shift in Smaug's thoughts as he processed the idea of infinite treasure.

"Infinite you say? And yet how could I possibly not sense wealth beyond measure? Perhaps you are trying to goad me into leaving so that you may take possession of my hoard!"

The dragon's speech ended in a roar, but the Larva was undeterred.

"You are an earthly creature bound by earthly senses. My kind traverse the void between stars, and entire worlds are ours to harvest. But a cataclysm befell us and we must begin anew. We have no leader, and no purpose. Join us, rule us, and you shall become the wealthiest dragon not merely in Middle-Earth, but all the universe!"

But the Larva's certainty of success clouded it's judgment and it suddenly found its gilded hiding place scattered and itself pinned by a claw. It wriggled and writhed in instinctive distress, to Smaug's great amusement.

"And how could a mere insect possibly hope to provide me with the wealth of the cosmos?"

"I am the key to control of the Zerg, the key to protecting your hoard from thieves, and the key to limitless wealth. You are Smaug the Magnificent, look and behold what your future holds as Smaug the Infinite!"

As it spoke the Larva pushed images of the Zerg into Smaug's mind. Images of the Swarm rampaging across the lands of their enemies, of Terrans fighting and dying to defend not merely their homes, but their wealth. It showed him the vast amounts of gems, gold, and silver the Zerg unearthed as they mined, normally discarded but which could belong to Smaug and Smaug alone.

The dragon's eyes were wide as the vision ended, a look of rapture on his reptilian features, but his focus soon returned and he glowered at the Larva, the heat of his body intensifying as he did so.

"Do you take me for a fool? My hoard is valuable beyond measure not merely because of it's size, but it's craftsmanship. These are the riches of elves, dwarves, and men, forged and cut into magnificent forms across centuries, millennia, not mere stones pulled from the ground!"

By the end his inner fires were radiating such heat that the Larva's armor began to smolder, but it had a last trick up its nonexistent sleeve.

"As the leader of the Zerg you would keep your mind, but the Swarm can infest those which are deemed useful. Imagine a legion of dwarven slaves that exist solely to expand your treasure with their toil. And I have heard tales of the War of Wrath. The threat of the Valar remains so long as you dwell in Middle-Earth. As the Swarm's leader, you would be taken to the stars beyond their reach, to grow older and wealthier for all eternity."

There was a moment of silence as Smaug allowed the Larva to squirm beneath his claws while he considered this possibility.

"And how, pray tell, does one become a Zerg?"

This was the most dangerous of moments for the Larva, and would decide the fate of the Swarm on this world. Alerting Smaug to the missing scale would wound his pride and prompt incineration, and the other option would leave the Larva vulnerable. It weighed its options.

For a creature of Smaug's size, the Larva could allow itself to be swallowed and distribute the mutagen in the digestive system. That would be slower, and leave it vulnerable to the dragon's jaws. More efficient would be to inject it's mutagen close to the heart, but in this case that would require informing the dragon of an imperfection in its appearance, an inherently suicidal act.

It decided to explain the process in a manner that Smaug would understand. "Consume me whole, and by tomorrow my scent shall come from your body, and that shall tell my lesser broodmates to submit to your will."

Smaug momentarily gave the Larva a look akin to bewilderment, but promptly swallowed the small creature, savoring its odd but savory flavor as it went down his gullet.

That night the Larva set to work from within the dragon. Smaug's body and essence were imbued with fire, but that only slowed it's efforts; Abathur had been meticulous about incorporating the specialized Larvae with contingencies for every feasible issue in the infestation of their hosts. Smaug slept well that night, dreaming of wealth from within his mountainous bed of plunder. Such was the Larva's work that Smaug did not even feel the transformation taking place.

His claws grew harder and sharper to rival an Ultralisk's bladed arms. His magnificent scales - once merely capable of withstanding blades - could now weather nuclear wars. And his mind became Zerg. It was not an intruder in the mountain that woke Smaug, but a stirring of alien minds.

Enormous nostrils blew piles of coins away to take a deep breath of the air, and true enough Smaug could tell that his own scent had changed. More pressingly, he sensed the Hatchery, it's squirming Larvae, and it's few waiting Drones.

An army marches on its stomach, and the Zerg were no different. Smaug could have his army, but they required sustenance. The Desolation kept intruders away, but it provided little in the way of nourishment.

Smaug considered simply razing the nearby Laketown and allowing his Swarm to feast on the dead, but the Larva had made a tiny change to Smaug's thought processes.

The lust for treasure and love of gold could never be removed from a dragon, but Smaug's laziness had been thoroughly expunged. The Swarm could not sit idly by while the universe evolved without it, and so it's leader could not either.

From Smaug's perspective, he felt invigorated in a way he hadn't been since he was but a young drake, roaming and burning for a hoard of his own.

And so he burst from the melted trail that had once been Erebor's main entrance, and for the first time in nearly six decades the people of Laketown shuddered in fear as they heard the roar of the dragon and saw the crimson figure in the skies.

Smaug could sense the Hatchery with the same ease with which he could identify every coin of his hoard, but felt no need to check up on it. Instead he flew westward, towards the forest. Game was plentiful there. The Zerg might have been capable of devouring the trees and plants of the forest, but Smaug was no pack mule. He would not drag trees to his minions; his brood would feast on flesh!

However, the scent of the woods had changed during the centuries since Smaug had conquered the mountain. Simply flying over it, Smaug could tell that the game, though still plentiful, had changed. Many were smaller and more clever than they had been as they adapted to life in Mirkwood.

Skimming the treetops, he caught another scent. Creatures that were large, and glutted on the beasts he would have taken. The dragon landed in the wood, instantly creating a clearing in the dark forest, the sunlight flooding into the opening and revealing his prey: spiders - wayward spawn of Shelob who'd been smart and fast enough to escape their mother's ever-growing hunger.

Smaug devoured many of the fleeing arachnids, but chose a pair of the largest to merely pierce and clutch within his talons. They would be the Zerg's first proper meal in Middle Earth, but far from the last…


Some months later, a hunting party of elves moved through the woods swiftly and silently. At first Smaug's comings and goings had brought panic, as they feared their home would be razed just as the dwarves' had been. Then they realized he was targeting the spiders and fear turned to confused appreciation, as one enemy slowly eradicated the other. But now there was something else stalking the wood. The life was leaving the forest, and there were hideous creatures of chitin and scales no elf had ever seen in their long lifetimes.

The hunting party was out by order of King Thranduil to kill these creatures, to prevent them from intruding anymore on their forest's borders. They noted a strange slime on the ground in the areas where the trees began to die and fall. They were about to investigate further when they heard a noise and all froze.

A deer burst from the underbrush nearby, and then some nameless horror - kin to dog, lizard, and insect yet more terrible than any of the three - leapt upon it, breaking it's neck and then dragging it back, deeper into what had recently been dubbed the Deadwood.

The elves followed. If they could find the creatures' lair, then perhaps they could eradicate these horrors all at once.

They were not prepared for the sight that awaited them.

Hundreds of the creature's kin, all bringing back animals of every shape and size to a single structure, some dreadful mockery of a house, where enormous maggots writhed on the ground beside it, tended by monstrosities resembling fusions of insects and maidens.

This was the work of the Enemy, of that there could be no doubt. The elves slipped back the way they came, and the doors of the Woodland Realm were sealed.

Another month later, Laketown became a ghost town like Dale before it. Monsters flooded the city, dragging people away or devouring them in the streets.

And the Desolation of Smaug grew until the mountain was nearly encircled by a writhing carpet of Zerg Creep.

Gandalf the Grey, unaware of the Zerg's true nature or origin, believed them and their connection to Smaug to be the work of Sauron. He hastened his plans and lead the party of fourteen to the Mirkwood before leaving. There were no spiders to waylay them, nor elves or men to offer either help or harm. But their other adventures all happened as is the norm for parallel universes, including one of their number finding a certain Ring…

The party opened the hidden door into the mountain, and that was the moment that the fate of Middle Earth took a turn for the worse.

Smaug had never liked that crack in the wall, and one day on a whim had his Zerg investigate it. His wrath upon learning that it was a passage directly to his precious treasure had lead to Laketown's doom… but he had not plugged it up. Far more insidiously, he had his minions wait on the other side of the hidden door, for the day that it would be opened.

Zergling's died by the dozen as the dwarves put up a fearsome defense, but one by one, the party of thirteen was immobilized. But Smaug had been watching through the eyes of his Zerglings. There had been a fourteenth party member…


Bilbo Baggins ran down the side of the mountain, heedless of the slime he had to run on. His Tookish side might have overwhelmed his senses with dreams of dragon treasure and the like, but no other monsters had ever been mentioned in the contract as infesting the mountain.

A shadow fell over him and for a moment Bilbo thought that Smaug had found him, but when he looked up he saw only some bulbous creature with many eyes.

Eyes that were looking directly at him despite the Ring on his finger.

At first he thought it was merely his nerves playing tricks on him, but then more of the monsters encircled him, and he realized that the Ring's magic had no effect on them.

"Dwarven thieves came to my kingdom to steal my treasure!" Smaug's roar of wrath shook the mountain and all within it, which now included the party. They'd been bound in webs by more of the monsters, these more spider-like than the others, and were helpless before the dragon.

Bilbo did not know why he was still alive and whether or not he ought to to be thankful for it, especially not while looking at his surroundings. The floors were covered in the same grey slime there was outside and there were dark webs all around the room holding up what appeared to be especially fantastic treasures all faintly illuminated by the firelight given off by the dragon.

But Smaug's rage turned to mirth and he began to laugh, a dreadful sound that shook all fourteen to their core, as the beast uttered a nonsensical phrase laden with malice: "It is time for that worm's promise to bear fruit."

As if summoned (and he had been not that the party could know) a hideous vermiform creature with arachnoid limbs crawled into view.

"Come Evolution Master, and take your next test subjects: thirteen dwarves to begin fulfilling the promise your sire made to me when I took leadership of the Swarm."

There was a pause as though the creature Smaug had called Evolution Master seemed to contemplate or recall this promise. "Will take dwarven organisms to Evolution Pit. Examine sequences. Improve, create miners to expand wealth."

More monsters descended and began to haul the dwarves away, the webbing muffling their struggles and protests.

"As for you…"

At that moment Bilbo felt the oppressive gaze of the dragon fall on him, and he knew at that moment that he would die here, alone.

"There is something about you… something you carry…" The dragon took a breath, "Something made of gold, but far more precious…"

At the last word the Ring seemed to emanate warmth on Bilbo's hand, reminding him that he'd never actually removed it. He was still invisible, or at least ought to be.

Bilbo felt his finger straighten of it's own accord and the ring then wobbled and moved until it slipped off.

Smaug diverted his attention to the Ring as it clattered to the floor. He extended a single clawed digit and as he did so the Ring began to glow with what Bilbo thought was some kind of elven script.

And at that moment, Smaug, the last of the Great Fire Drakes, claimed the One Ring of Sauron, and a collective shudder passed through the Zerg at the overwhelming sense of power from their leader.

Smaug looked down at the halfling. He still did not know what it was, but it had brought him this Ring, this mighty gift. He gave it a swift death: one bite was all it took.

The Zerg's first challengers came not from the elves or dwarves, but from orcs and men. Easterlings, Haradrim, and orcs from across Middle Earth converged on the mountain, bearing siege engines manned by trolls and fearsome mûmakil from the far south. Leading the armies were nine figures swathed in black, astride winged monstrosities akin to birds but featherless and foul.

The Dark Lord had sensed it when Smaug claimed the One, and he intended to crush the worm for its insolence.

This was a force that could crush the armies of elves, men, and dwarves alike. It would surely eradicate whatever insects the dragon had bent to his will. Indeed, the army Sauron had marshaled from Mordor's vassal kingdoms and the realms of orcs numbered in the hundreds of thousands.

They burned their way through the Deadwood, meeting only meager resistance until the forest was little more than ash and they stood upon the slime-covered edges of the Desolation of Smaug, and there they beheld their doom.

Overlords hovered above the reach of all but the Nazgûl, who did not understand their importance or function, and saw only worthless creatures that did not even comprehend their approaching doom.

And so the Zerg scouted the forces of Sauron with impunity.

And from all sides of the army, the attack began.

With little more than a few rumbles in the earth as warning, Nydus Worms burst from the ground encircling the army and a ceaseless tide of Zerglings flowed out of each of their gaping maws.

The orcs were ferocious, but their strength in Middle Earth's history had always been in their superior numbers and nothing more. Now they faced a truly numberless enemy.

The men of Harad and Rhun were disciplined and well armed for their kind, but it only served to delay the inevitable.

The trolls and the mûmakil were worth their weights in gold during the battle, for they were the only ones strong enough to stem the tide.

The battle raged day and night, with neither side relenting or giving quarter. The Zerg had their hive mind, and so they knew no fear, only the desire to kill. And on the other side the fear of the Witch King's wrath forced even the most demoralized of their forces to persevere.

On the first day there were nothing but Zerglings. On the second day, some Zerg began to drag corpses back to the jaws they'd come from, and by the afternoon Roaches and Hydralisks had appeared, their venomous barbs and acid sprays - intended for war with the technologically advanced Protoss and Terrans - slew many at a time. On the third day, the first Ultralisk emerged, and on that day both mûmak and troll were humbled.

Sauron's forces were eradicated until only the Nine remained. They shrieked their rage and promised vengeance in the Black Speech, but the Zerg paid them no heed. They were without fear, though the Black Breath's mystical power struck down dozens of them, they persisted in corralling and disarming the Ringwraiths to be caged and infested.


So much biomass had flowed into the Swarm during that battle that it began an explosive growth. With Overseers peering through the elven illusions, Ultralisks tore open the Woodland Realm's hidden entrances allowing the rest of the swarm entry. The Zerg then turned east and overwhelmed the dwarves of the Iron Hills, and then turned their eyes north, south, and west.

The Withered Heath had once been home to Smaug's kin, and their meager hoards were gathered and added to his own. All of Mirkwood was devoured for its biomass down to the last tree and spider. Dol Guldur, the Hill of Sorcery, fell to ruin and its palantir was added to Smaug's hoard.

Some Zerg followed the river Celduin until they reached the Sea of Rhûn, and by tainting the water infested the land of the Easterlings with contemptuous ease.

The bulk of the Swarm followed the Anduin until it reached the sea, annihilating or infesting all in their path. Lorien fell, Elvish magic and illusions no match for creatures meant to fight aliens with similar - if technological - powers. With Galadriel's death, Smaug's forces had done what Sauron could not and claimed Nenya, the White Ring, one of the Three the Dark Lord had never touched.

Fangorn Forest and its inhabitants were the next victims. By the time the Entmoot had resolved to rally both Ent and Huorn to fight back, it was far too late. Though an Ent could tear stone like bread, an Ultralisk could cleave metal like a knife through butter.

Rohan, Land of the Horse Lords, provided no match either, and though the Tower of Orthanc and the wizard within resisted the Swarm's might for a time, that proved to be little more than an annoyance.

Minas Tirith and Osgiliath - cities locked in conflict for centuries - all fell within days, their walls unable to keep out an enemy that could fly.

Minas Morgul at first seemed as though it might resist, it's strange arcane magics baffling the Zerg that assailed it, but then the Lonely Mountain birthed monstrosities.

Crafted in the likeness of Smaug, the dragons were reborn as a lesser breed of Zerg, and they flew forth, flooding every hall of the dark city with cleansing fire until the corpse-light that lit the city faded at last.

With the birth of the Zerg Dragons, the Swarm became truly unstoppable as flames erased all that could not be consumed or infested, until all the wealth, Rings, essence, and lands belonged to Smaug's brood. Even Barad-dûr had fallen, though its foundations remained indestructible, and Sauron - faced with servitude or the destruction of his form - bent his knee. Shelob - once thought immortal by the guards of Cirith Ungol - died, her essence fully absorbed into the Swarm.

Only one location vexed the Zerg's otherwise undisputed mastery of Middle-Earth: the Mines of Moria.

A creature of shadow and flame crept its halls, its nightmarish presence cleaving through the protection of the Zerg's hive mind to render them afraid.

But the Dark Lord saw opportunity here, and offered to parley with the creature on the Swarm's behalf.

Smaug suspected a trap, and so sent along scores of his most powerful servants; hideous creatures born from spider and dragon essence that could cleave the insubstantial flesh of even the Nazgul.

The Evolution Master had been thorough in testing that.

As the Dark Lord suspected, the creature was one of his fellow Maiar, a Balrog of Morgoth, a demon of the ancient world.

Sauron used his silver tongue to speak a language more ancient than the Black Speech, one last heard in the bowels of the fortress of Angband before the War of Wrath had sundered the world. He told the Balrog of the Zerg, and of his own current predicament… but also of a plan.

The day would come when the Valar would cleanse Middle-Earth of those they deemed corrupted - the Zerg, Smaug, Sauron, and the Balrog itself; of this there was no doubt. But the Zerg could flee. They came from the stars, and to the stars they could return.

The day would come when Smaug let his guard down, and on that day the fallen Maiar could rise again as masters of a new power with a domain more vast than they had ever possessed in Middle-Earth. All it would require was humility and time.

The Balrog was at first conflicted, but Sauron's voice had swayed even his mortal enemies the people of Númenor. The demon agreed to serve the fire drake for the moment.

And so as the Zerg's dwarf-strain flooded the halls of Moria to drain it of all its precious mithril, Sauron set to work on manipulating Smaug.

The dragon was wary of the fallen Dark Lord, but Sauron had worked alongside Morgoth to create the dragons and understood their minds too well. He insinuated that the Valar would act soon, that the dragon's hoard had become so vast that even they were sure to covet it, but that there was an easy way to escape. To the stars above.

To leave Middle-Earth had always been Smaug's ultimate intention, ever since the worm had first spoken of the prospect of infinite wealth, but he was reluctant to do so quickly. He wished to bleed this world of all it's material wealth until every precious stone and metal belonged to him.

But Sauron's voice was insistent without being irksome, and always able to play the role of a concerned advisor, until at last Smaug's brood had torn down the Lonely Mountain for resources and crafted the Leviathan, a vessel of flesh, bone, and chitin with which to wander the stars, and within whose belly Smaug dwelt with his hoard.

As Sauron predicted, once they had left the surface, Middle-Earth was reshaped to cleanse it of corruption. Zerg left behind had died in the billions, but it mattered not to any of the conscious entities aboard the Leviathan. The star-faring colossus opened a warp rift and vanished from Middle Earth, never to return…


Author's Note: It's been far too long since I updated this story, so I returned bearing dragonfire. Smaug's chapter may have been lackluster, but there was no force that could truly oppose the Zerg in Middle Earth, not even the mighty eagles. However, if I may be forgiven for this I'm going to jump around a bit for the next brood. The Zerg are going to another world naturally, but I'm keeping this one a secret because I have something special in mind...