Warhammer 40k: Courage and Honour and Friendship

by Verbose Soubriquet

Rating: teen
Tags: Gore, My Little Pony: Friendship is Magic, Dark, Other, Princess Luna, Spike, Adventure, Princess Celestia, Crossover, Human, Main 6
Length: 120762

The Ultramarines 2nd Company pursues Tyranids to Equestria.

While pursuing a splinter of Hive Fleet Behemoth, Captain Sicarius and the Ultramarines 2nd company are caught in a warp storm that carries them and their prey to an unknown planet. Meanwhile, Princess Luna notices something strange in space that could spell danger for all of Equestria. Swept up in a war between the terrifying Tyranid swarm and the vengeful Ultramarines, the ponies must fight for their lives in a war that spans a galaxy.

Thanks to thirdstring_overlord and GiftedMonster for proofreading my newer chapters. thirdstring_overlord also writes an excellent 40k crossover that needs some fans. Go check it out!

Disclaimer: I do not own My Little Pony: Friendship is Magic and Warhammer 40k. They are the properties of their respective owners.

Published 2012-03-14 19:34:02 UTC
Last updated 2013-01-08 21:14:53 UTC

Old Adversaries

Chapter 2: Old Adversaries

M41.996 4:38 (Macragge time) Ultramarine Strike Cruiser Valin’s Revenge

The hangars of the Valin’s Revenge were bustling with activity. Mechanic servitors and Techmarines attended to the 2nd Company’s assortment of combat vehicles, from the lightly armored but swift Land Speeders to the hulking, implacable Land Raiders.

Sergeant Marcellus strode across the hangar, glancing at the idle vehicles in admiration. As he watched, a Techmarine tested the motors of a nearby Whirlwind artillery tank. The vehicle’s massive battery of missiles swiveled back and forth, its movements smooth and precise. Several meters away, a Land Raider’s assault ramp whirred open and slammed onto the deck. And elsewhere, the distinctive whine of a Land Speeder’s engine starting up filled the hangar.

Marcellus’s chest swelled with pride as he observed all this routine maintenance occurring. We may not have the technosorcery of the Eldar or Tau, but by the Emperor, we can pack a punch.

He turned from the hulking tanks and headed for the other side of the hangar, where a very different type of war machine was receiving its ministrations.

“Greetings, Sergeant,” came the voice of Techmarine Maxilos, who was currently out of sight behind his “patient.”

Maxilos was a large Marine, mainly due to the four extra arms of his servo-harness, but he was completely obscured by the form of Venerable Maccabeus. His blocky form stood twice as tall as Marcellus and almost thrice as wide. His left arm was a massive armored fist that could enclose a human’s entire body and smash even the mightiest walls. His right arm lacked a hand, instead it was a large housing for one of several heavy weapons configurations. Armored plates covered the fronts of his stumpy legs, protecting the powerful servos and actuators that allowed him to charge into battle. The rich blue ceramite shell of his body had been polished spotless, while the gold plates bearing the names of his many victories gleamed brightly.

Power armor and even Terminator armor were more commonplace, but nothing truly embodied the magnificence of the Adeptus Astartes like a Dreadnought.

“Techmarine Maxilos. Ancient Maccabeus,” Marcellus said, bowing his head in greeting. Maxilos nodded in response, but Maccabeus remained silent. Maxilos swung a servo-arm around and whacked the Dreadnought soundly on the torso. With a spluttering of static, his vox-system came to life.

“Blasted thing hasn’t been functioning right since Ichar… hello Brother Marcellus. What news do you bring?” came the deep, resonating voice of Maccabeus.

“Do I need an excuse to visit my old comrade?” Marcellus replied with a grin. “I simply wanted a chance to speak with you.”

“Your timing is impeccable. My maintenance is almost complete.”

Techmarine Maxilos set lowered his servo-arms and bowed his head. Marcellus heard a low buzzing sound and realized that Maxilos was performing his rites of blessing. He spoke in the metallic drone of Binary, the language of the Adeptus Mechanicus.

Marcellus bowed his head respectfully and waited for Maxilos to finish his consecrations. Like almost all Space Marines, he regarded Techmarines with a degree of suspicion. However, he had a healthy share of respect for them, having seen examples of their valour and expertise. He’d seen them outfight crazed Orks in combat, turn barely functioning wrecks into operational vehicles, and even seen Maxilos disintegrate an Eldar Wraithlord with a well-placed conversion beamer shot. Though austere, Techmarines were a valuable part of any Space Marine Chapter.

Maxilos finished his duties and pressed a button, releasing them clamps that held Maccabeus in place. The Dreadnought shifted his feet and strode out of the maintenance bay.

“Excellent. Walk with me, brother. I would like to hear what you have to say.”

The two 1st Company veterans strode out into the vast expanse of the hangar. Servitors hurriedly corrected their paths to give the massive Dreadnought some space.

“Tell me what is on your mind, Marcellus.”

Marcellus sighed heavily, “I do not know what to think of our Captain.”

Maccabeus did not break stride, “What do you think of him, then?”

“He is a warrior without peer. He is the finest fighter and tactician I have ever met.”

“Then why do you have doubts?”

“I won’t pretend that the issue doesn’t exist. Many say that he is next in line to become Chapter Master.”

“That matter is not for either of us to decide,” Maccabeus stated calmly. “It lies solely with Lord Calgar himself.”

Marcellus turned and stopped, facing Maccabeus, “Ancient, you are a member of the Ultramarines’ 1st, are you not? Do you realize the implications of this?”

Maccabeus returned Marcellus’s look, “Yes, I do. The Chapter would gain a great leader. Captain Sicarius would be a worthy successor to Lord Calgar.”

“Sicarius may be a mighty warrior and expert tactician, but he is reckless. Full of fire. Do you not remember Damnos?”

Though neither had participated in the battle for Damnos, both remembered it well. The planet had been home to legions of slumbering Necrons, who had awoken and butchered virtually the entire population of the planet. Captain Sicarius had led the campaign to defend and evacuate the planet. Though the planet was lost, he saved a large portion of the planet’s population.

“Yes. The Captain does indeed play a dangerous game.”

“Dangerous does not even begin to describe it! He knowingly attempted to incur the wrath of an entire Necron tomb world, risking his entire company and the surviving population! And for what? So he could challenge the Necron Overlord!”

“Calm yourself, brother. Sicarius’ tactics were daring, but they paid off. The Necron leader was destroyed, and the 2nd evacuated the survivors safely.”

“And almost got himself killed! It was Venerable Agrippan who crushed the Necron Overlord and then took charge of the battle!” Marcellus found himself unconsciously clenching his powerfist. “I find it rather disturbing that the Captain of the 2nd requires the 1st company to save his skin. Captain Agemman would never condone such risks.”

“And here lies the root of the problem. You would rather see our own captain become Chapter Master.”

“That is irrelevant. Captain Agemman is far better suited for the role. He would not plunge the Ultramarines into impossible situations to satisfy his own taste for glory!”

Maccabeus’ tone remained even, in contrast to Marcellus’, which increased in anger steadily, “Captain Sicarius is an Ultramarine beyond all else. He does not place his own desires above those of the Chapter. And think, brother. Remember Commrath, and Orar’s Sephulchre? Our current Chapter Master challenged an Eldar Avatar to single combat, and won. That ‘reckless’ decision broke the entire Eldar siege.”

Marcellus felt his anger evaporating as if shot by a meltagun. He recalled irritably why dreadnoughts were so often called upon for their wisdom. He had enormous respect for Maccabeus, but he found his calm logic rather infuriating at times.

“I suppose you may be correct, Ancient. Forgive me, I lack your experience and wisdom.”

If Maccabeus still had a face, Marcellus was sure he would be smiling.

Veteran-Sergeant Daceus stared out at the stars. Beside him stood Epistolary Argus. Though they both watched the same scene, they saw very different images. Daceus saw a thousand tiny specks of light in an infinite void of blackness. Argus saw a writhing miasma of color that was more felt than seen. The warp was a chaotic, uncontrollable force that was created by the emotions of living beings in the real universe. Here was the necrotic brown of despair from a guardsman back on Ichar IV. A slight shift of warp-sight, and the red glow of anger filled Argus’ mind, most likely from Sergeant Marcellus.

Argus ignored all these distractions and swam though the immaterium. He was searching for Tyranids.

Where most species’ minds left impressions in the warp, the Tyranid Hive Mind cast a shadow over it. Ultramarines Librarians knew this better than most. Unable to see the tides of the warp, Imperial Navigators could not guide their ships safely. At best, warp travel in the presence of Tyranids was difficult. At worst, the Navigator became lost in a void of shadow, steering his or her ship blindly into the warp. Argus was more familiar with the battlefield difficulties Tyranids caused. Normally, Librarians could unleash fire and lightning to destroy their foes, but in the presence of Tyranids, utilizing their warp-talents was like driving a Land Speeder with one’s nose. Generally impossible, and tended to end badly.

Right now, Argus was searching for this shadow.

“Anything?” Daceus interrupted.

“We’ve been here for all of an hour, Sergeant. I haven’t seen anything,” Daceus was at least more understanding than Sicarius was, but he still ha no idea of Argus’ difficulty. “You worry about monitoring the sensors, I’ll watch the warp.”

Daceus said nothing, but he nodded in acknowledgement. Argus was a first-rate psyker, but he had become rather irritating as of recently. Daceus suspected that his bad mood was due to the Tyranids’ ability to nullify his psychic power. His greatest strength had been revoked.

Daceus turned his attentions to the sensor console. Nothing within its range was currently amiss. The only object of interest was the drifting wreckage of an Imperial Navy frigate. The frigate, Swift Retribution, must have been travelling to the battle around Ichar IV when the Navigator became lost in Tyranids’ shadow in the warp and transitioned back to reality. Caught unprepared, the ship was savaged by at least four Tyranid bio-ships. Typical Tyranid activity would be to board the ship, kill the crew, and let the newly infested space hulk drift towards the closest inhabited world. In this case, the xenos must have gotten overeager and scuttled it.

That is odd in itself, Daceus thought. Usually they never miss a chance to use our own ships to deliver their warriors. The fact that this ship was completely wrecked means that they couldn’t spare any of their warriors to board it. These Tyranids must be fairly weakened.

He was about to discuss these musings with Argus when the Epistolary’s eyes snapped open. His eyes glowed a blinding bluish-white, and his face bore a triumphant grin.

“Got them.”

“You’ve found the xenos?”

“I am certain this time. The cry for help was from an Imperial astropath, just before he was silenced by the Hive Mind. I heard enough to show Techmarine Maxilos where to scan.”

“Excellent. You have restored my faith in your abilities, Argus.”

“I did find your lack of faith disturbing, Captain.”

Sicarius chuckled and turned to the hololith, where the same group of Space Marines that had been present less that six hours ago stood once again, along with Sicarius’ entire command squad, the Lions of Macragge.

“As you have all been informed, we have located a Tyranid threat. We do not know its true nature, but we can assume that an Imperial ship has been overrun. If this is the case, we shall undertake boarding action and cleanse the ship.”

Sergeant Marcellus stepped forward. “If we do have a space hulk to clean out, I would assume that my Terminators will be leading the charge?”

“Yes Sergeant,” Sicarius tapped some keys on the hololith and an image of a large freighter appeared. “I have examined all records of ships entering and leaving the Ichar system, and the only ship unaccounted for is the Nebula Rider, a commercial freighter from Forge World Graia. If I am correct, this schematic should be accurate.”

Marcellus studied the freighter’s outline intently. The ship’s layout was familiar to him; he had led boarding actions against this type of ship many times before. As Terminators, it was his squad’s job to be the first ones onto the breach.

“The entrance that we have indentified is on the lower decks of the ship, near the crew quarters. Our Thunderhawk will dock with this airlock and we will board from there. Squad Marcellus will lead the charge. I will lead the Lions in next.”

Marcellus flexed his fingers in anticipation. This was the kind of action that Terminators were made for. Sicarius’ words also made Marcellus alter his opinion of him slightly. He had initially suspected that Sicarius would want to lead the charge himself, but instead, he would be boarding second along with his command squad. Perhaps he has learned some discretion, he thought.

“Sergeant Marcellus, divide your squad into two five-man teams, one with ranged weapons, one with melee wargear. It will be tight quarters throughout the ship.”

Sicarius turned back to address the entire group. “We will move quickly, cleaning out any Tyranids we find until we reach engineering. From there we will plan melta charges on the drives and blow the ship into the warp.”

“Pardon me for interrupting, sir, but is there any chance that there could be survivors?” Dannelos asked.

“Highly unlikely,” Sicarius responded. “Our mission is not to seek any possible survivors, but if we find any, we shall escort them back to the Thunderhawk.”

Marcellus sighed grimly. Tyranids never left survivors, at least not for long. In his experience, if Tyranids had boarded a ship, there was little to for him to do but to avenge the crew.

Sicarius turned back to the hololith. “We have two hours until we reach launch range for the gunship. Until then, look to your wargear. We shall cleanse these damned aliens from the galaxy, one at a time we have to.”

Sicarius stood up straighter and slammed his right arm across his breastplate. “Victoris Ultra!”

The assembled Ultramarines mimicked Sicarius’ salute, and as one, echoed his battle cry. “Victoris Ultra!”

Ponyville, Equestria 8:49 pm

“Spike, did you find that copy of Magical Spatial Phenomena yet?”

“Twilight, I’m still looking for Stargazer’s Guide to Star Formations! Cut me a break!” Spike teetered under a stack of books taller than he was.

Twilight glanced over at him and gasped in alarm. “Spike, those were organized!”

With a resounding thud, Spike set the books down. “I had to move them because Moonwalker’s Guide to Lunar Phenomena was under the stack.”

Twilight groaned in frustration. “Ugghh Spike, I didn’t need that… or wait, it might be helpful if Princess Luna’s discovery has anything to do with the moon. Forget what I said, I need it.”

Spike groaned and disappeared behind the mountain of books, grumbling something unintelligible.

“Really Twilight, he does have a point,” Rarity said from her seat at the table. “Don’t you think you’ve done everything possible to prepare?”

“Yeah, Twi. I think yer overreactin’ just a bit,” Applejack chipped in.

Twilight continued her nervous pacing. “No, I don’t think I’ve done everything I can! I’ve probably forgotten something really impor-“

“Twilight, would you at least stop pacing? Remember how long it took to fix that hole in the floor from last time?” Spike interrupted from behind a tower of encyclopedias.

Twilight froze in mid-step, an embarrassed look on her face. She sheepishly trotted over to an empty seat next to Rarity.

“And really, darling. Don’t you think that Princess Luna would have told you to do some extra research if it was really necessary?” Rarity said consolingly.

Twilight’s face went through an amusing series of expressions starting with disbelief, continuing to frustration, and ending in resignation.

“I guess you’re right Rarity. You can only prepare so much.”

Rarity put a hoof on Twilight’s shoulder. “I’m glad you finally decided to lighten up.”

“Great. Does that mean I dug these out for nothing?” Spike grunted under the weight of the stack of heavy volumes that Twilight had requested. “Because if I just have to put them all back on the shelves, I might just whoooaaa!”

Spike slipped on a sheet of parchment and he flipped head over heels, sending three massive books flying. He sprang to his feet and caught one, while Twilight grabbed a second with her magic.

Time seemed to slow to the speed of icy mud as Spike lunged for the final book.

I got this, I got this, he thought. I can pull off an awesome save and impress Rarity… wait… noooooo!

Spike flew through the air, missed the flying book entirely. He flew directly into the tower of books that he had spent all evening stacking, causing the entire thing to topple, burying him.

Meanwhile, the errant book landed with a gentle thud on the table right in front of Twilight.

Spike poked his head out of the pile of books. “I got this…” he said weakly. Then Pinkie Pie popped out of the books, directly under Spike, so he ended up balanced on her head.

“You got what? A cold? That would be bad if you started sneezing, because you live in a tree, so the entire thing could catch fire! Or if you sneeze, do you just send stuff to Princess Celestia? Would that happen if you sneezed on the library? Would you send an entire library to the Princess?” Pinkie babbled with her typical speed and questionable comprehensibility, apparently oblivious to the fact that Spike was balanced on her head.

Twilight, Applejack, and Rarity glanced at each other, wearing similar expressions. Pinkie’s ability to pop up seemingly anywhere remained inexplicable, but they had long given up trying to find an explanation.

“Well at least this will give us something to do while we wait for Fluttershy and Rainbow Dash,” Twilight said, getting to her hooves.

Outside the library, night was falling. Ponies closed up their shops and turned in for the night. Others trotted about as if it were day, enjoying the nightlife. Lyra and Bon Bon sat on their usual bench, happily gazing at the night sky.

“So many stars…” Lyra said in wonderment. “I can’t believe that anypony would want to miss this.

“Yes. So peaceful…” Bon Bon agreed.

Lyra turned to her friend. “Doesn’t it just make you wonder what’s out there? There could be aliens out there!”

“Oh, please don’t get started on this again. Nopony has any idea whether aliens really exist. And if they did, what makes you so sure that they would have ‘hands?’”

“What makes you so sure that aliens don’t exist?”

“I never said that!”

A short distance away, a certain brown earth pony with a spiky mane was busy setting up a telescope.

“If only they knew…” he muttered.

“He’s definitely the weirdest pony I’ve ever seen,” Rainbow Dash remarked to Fluttershy as they spotted the brown stallion and his telescope.

“Oh, I wouldn’t say that,” Fluttershy began. “He’s just-“

“Weird,” Rainbow Dash interrupted. “Nopony even seems to know his name. What’s up with that? All we know is that he’s a doctor.”

“Doctor who?”

“Exactly! And if he’s a doctor, why is he messing with a telescope?”

“Maybe he could just like watching the stars?”

Rainbow Dash was about to say something when she noticed a pony crossing the bridge over the stream. At first she thought nothing of it, but then she saw that the pony had both wings and a horn.

“Princess Luna!” she exclaimed, eyes widening in surprise. Both she and Fluttershy reflexively dropped to their knees in respect.

Luna approached the both of them and cleared her throat. “YOU MAY-“ she began in the thunderous Royal Canterlot Voice, but then she clapped a hoof over her mouth. “You may rise,” she finished embarrassedly.

Fluttershy and Rainbow Dash got to their hooves, both their manes blown back comically by Luna’s sheer volume.

“We assume that the both of thou were on the way to meet Twilight Sparkle, are we not correct?” Luna asked, somehow managing to appear regal and imposing, yet tentative at the same time.

Rainbow paused for a moment, trying to wrap her brain around the Princess’s unique manner of speaking. “Um, yeah? We were just on our way now,” she managed, wearing an embarrassed expression similar to Luna’s.

“This pleases us. Permit us to accompany thou to the meeting. And we would be most grateful if we could make haste. We are not completely comfortable being in public like this.”

Rainbow was about to comment about how almost nopony was out and about at night when she saw Lyra and Bon Bon looking in Luna’s direction in amazement, whispering to each other. She nodded in agreement, nudged Fluttershy in an attempt to snap her out of her shock, and headed towards the library.

Meanwhile, the brown stargazing stallion rubbed his forehead where he had whacked it on the telescope. He glanced irritably at the trio of ponies heading for the library. “I can’t even watch the stars without ponies thinking I’m strange. What exactly is suspicious about me just looking through a telescope at…at…” he broke off as he peered at the constellations. “My, that is something interesting. And on a Sunday night too!” He excitedly adjusted some settings on the telescope. “Thinking…ah yes. The Element Bearers meeting with Princess Luna, a strange…something in the stars…oh this is going to be an interesting week.”

Space Hulk

Chapter 3: Space Hulk

Ponyville, Equestria 9:04 pm

Rainbow Dash, Fluttershy, and Princess Luna managed to reach the library without incident. Fluttershy in particular had been worried that having a Princess with them would draw quite a bit of attention. However, as Rainbow Dash was keen to point out, all three of them had wings, so they took to the skies unnoticed.

Or so they thought.

Nighttime was no impediment to the Cutie Mark Crusaders. The darkness only meant more opportunities to discover their special talents.

Or maybe the results of their exploits were less likely to be noticed at night.

The trio of fillies walked despondently through Ponyville, looks of disappointment etched on their faces.

“It was a stupid idea anyway,” Scootaloo muttered.

“Hey! I thought Cutie Mark Crusader Astronomers would be fun! And the Doctor was nice enough to let us look through his telescope!” Sweetie Belle said defensively, glaring at her orange pegasus friend.

“It was boring! All we did was look at stars. They don’t look any different through a telescope! The way the Doctor was going on about them, you’d think there are whole other worlds out there!”

“We’ll maybe there are!”

Applebloom interrupted her friends before the argument progressed any further. “It wasn’t gonna work in the first place. Besides, how int’restin’ could stars be?”

Scootaloo and Sweetie Belle stood silently for a moment before nodding in agreement.

“I just hope that the Doctor gets his telescope out of the tree,” Sweetie Belle said with a giggle.

“That’s the spirit! Come on, we gotta whole night ta figure out new ways ta get our cutie marks!”

The trio’s expressions immediately became ones of delight as their imaginations ran wild. Applebloom was considering a plan that she knew nothing of beyond the fact that it involved bungee cords when she noticed three shapes flying over Ponyville. As she watched, they flew into the moonlight, revealing them to be Rainbow Dash, Fluttershy, and a tall, thin pony with midnight blue fur. Her eyes went wide as she spotted a horn and wings that marked this third pony as an alicorn.

“Did ya see that? Princess Luna just went flyin’ off!” she exclaimed.

Scootaloo followed Applebloom’s pointing hoof and spotted the Princess as well. “And Rainbow Dash was with her! They must be going to do something awesome!”

Sweetie Belle simply nodded excitedly at the other two Cutie Mark Crusaders.

“It looks like they’re headed for the library! Princess Luna must be meeting with Twilight and her friends,” she observed. “We should follow them and see what they’re talking about!”

“Yeah!” Scootaloo agreed. “We could be…uh…Cutie Mark Crusader Spies!”

The three fillies took in a huge breath together and shouted, “CUTIE MARK CRUSADERS SPIES YAY!”

A short distance away, Lyra and Bon Bon jumped at the Crusaders’ ridiculous volume.

“Well those three are certainly going to cause some trouble,” Bon Bon remarked sarcastically. Lyra merely nodded in agreement.

On a small grassy hill, the brown stallion was busy trying to detangle his telescope from the branches of a nearby tree, grumbling something to himself.

“Oh look, a carefully positioned, fragile, and probably expensive telescope! Do you know what would be a brilliant idea? No, what? We should start knocking it back and forth! Yeah, great idea! I’ll use the magic that I have virtually no experience with to adjust it! Whoops, there it goes!” After swiping at its legs angrily, he finally managed to dislodge the telescope from the tree. “Finally. Maybe now I can…or maybe not,” he muttered as he noticed the cracked lens. “Well, surprises are always fun! I guess even I’ll be surprised this time!”

“No Applejack, that one’s an encyclopedia. It’s supposed to go in the stack with the others.”

Applejack rolled her eyes. “Twi, would ya stop all yer worryin’? Do it really matter where every book goes?”

Her complaint went unanswered, as Twilight was busy berating Rarity about a set of dictionaries that the white unicorn had arranged artfully across the table.

“Rarity, I asked you to put those away!”

“But Twilight, don’t you think it really captures the whole feel of a library? Knowledge everywhere, just tempting you to take a peek! Nopony will ever see these if they’re just sitting on a dusty old shelf.”

Twilight groaned in frustration. She was about to provide a carefully constructed rebuttal to Rarity’s arguments when a loud crash caught her attention.

“Pinkie!” she shouted, rounding on the pink pony.

“Oopsie…” Pinkie said, turning an amusing shade of red. Spike’s groaning could be heard from beneath a heap of books.

With another frustrated groan, Twilight levitated the books off of her assistant. “I don’t think I want to know how you managed to knock the entire biography section off the shelf.”

“Really, Pinkie,” Rarity interjected. “Do you want Princess Luna to see such a horrid mess? Speaking of which, it’s ten minutes past nine. I do wonder where she is.”

As if Rarity’s words were a cue, somepony knocked on the door. Everypony froze, making the room look like a perfectly timed photograph, complete with Pinkie precariously balancing four biographies on her head.

“Ooooo that must be the Princess!” Pinkie exclaimed, bolting for the door. For the second time that night, a stack of books went flying. Somehow, Spike still managed to catch the entire stack.

Pinkie opened the door and greeted Princess Luna with an impossibly wide smile. “Hi Princess howya doing? We haven’t seen you for a long time we have a lot to catch up on! I wonder why you’re late is it because you got stuck in traffic or did you have to stop for a snack oooo that reminds me I’m hungry now I should go to Sugarcube Corner and get some cupcakes for all of us!”

Princess Luna’s expression immediately became one of bewilderment. Rainbow Dash and Fluttershy, being used to Pinkie’s frantic manner of speaking, simply smiled and walked inside.

“Princess!” Twilight exclaimed, her tone slightly panicked. “I’m so sorry about the mess! We were trying to clean up but-”

“It does not bother us in the slightest, Twilight Sparkle,” Luna reassured her. “And we apologize for our late arrival. We did not want to cause any commotion in Ponyville. We were fortunate to encounter Fluttershy and Rainbow Dash.”

Her worries allayed, at least temporarily, Twilight nodded in understanding. “Thank you Princess. Do you mind if we clean up this mess?”

“There is no need. Allow us to assist.”

With those words, Luna’s horn glowed and all the books scattered about the room lifted off the ground. The six ponies and Spike could only watch in amazement as the Princess’s magic deftly returned every book to its place on the shelves. Spike yelped as the book he was sitting on suddenly lifted into the air with him still on it. After a few seconds, the glow receded from Luna’s horn and everypony present stood in the middle of a remarkably clean, well-organized library.

“That was amazing, Princess,” Twilight breathed. “I wish I was that skilled with my magic.”

“We would be proud to teach you our skills when there is time, Twilight Sparkle. And it would please us if you all were to call us ‘Luna.’ We…er, I would like to dispense with the formalities.”

The six ponies and Spike glanced at each other. None of them, not even Twilight, was used to being on such personal terms with royalty.

“Whatever you wish, Prin-… sorry, Luna,” Twilight said nervously.

Luna sat down at the table facing everypony else. “Good. Now, we should get to the matter at hand.”

“Can ya see anythin’, Sweetie Belle?”

“Not really. This window is up way too high.”

Scootaloo grunted from the bottom of the stack. “Hurry up guys! I can’t hold you up forev- whooaaa!”

The three fillies, who had been standing on top of each other to see through the window, toppled to the ground in a tangle of white, orange, and yellow limbs.

“Owwww….” Applebloom groaned.

“Maybe we shouldn’t be trying to see inside. After all, they’re just talking,” Sweetie Belle suggested, rubbing her head.

“Then let’s find somewhere where we can hear them!”

“Great idea Scootaloo!”

With that, the three fillies dashed around the library, looking for a more convenient window.

All six ponies and Spike sat at the table, paying rapt attention to Luna’s words. Spike in particular, was particularly worried. Being essentially the little brother of Princess Celestia’s favored student had its perks, but getting swept up in Twilight’s crazy adventures was certainly not one of them. And this looked like a disaster waiting to happen.

“My sister is powerful and wise, but she is the leader of all of Equestria. Most of the royal duties are hers, so I am free to do as I like more often than not,” Luna was saying. “Consequently, she does not have the time to monitor the states of our world as I do.”

“’Scuse me Princess, but do ya mean that there’s somethin’ wrong with Equestria?” Applejack asked.

“No, Applejack. Equestria is safe, at least for the time being. But I fear for what could happen to our home.”

Twilight cleared her throat. “This problem you mentioned in your letter, what is it? Something to do with the moon? Or the stars?”

Luna nodded gravely. “You are very perceptive, Twilight Sparkle. I have indeed, noticed something strange about the stars that could have dire implications for us all.” She got to her feet. “I asked all of you to be here at this late hour so we could employ one of Twilight Sparkle’s telescopes. I want all of you to see what I have seen.”

Everypony followed Luna to a window where Twilight kept one of her many telescopes. Peering through the lens at the star-speckled skies, she muttered to herself as she made some precise adjustments.

“Ah, here we are. The exact area of space where I saw the disturbance. Take a close look.”

Twilight moved to the telescope and scanned the heavens. What she saw was indeed something very strange.

“The stars… they all seem to be distorted… like a curved mirror. What is this? I’ve never seen anything like it!”

One by one, everypony examined the same patch of space, all coming to the same conclusion.

“Yes, my little ponies. Space is indeed distorted in that spot,” Luna said.

Twilight turned to the Princess. “But how could this have happened? And what does it mean?”

“That’s the weirdest thing I’ve ever seen, and I’m know Pinkie Pie,” Rainbow Dash said, her brow furrowed.

“Yeah! I know me too, and even I think it’s weird!” Pinkie agreed.

Rarity took an extra look through the telescope. “Ugh, just looking at it makes my head ache. It doesn’t seem natural in the slightest.”

“That’s because it’s not.” Everypony looked at Luna in alarm.

“Not…natural?” Fluttershy asked shakily.

“No, Fluttershy. Whatever that is, it is most certainly not of this world.”

M41.996 5:13 (Macragge time) Ultramarine Thunderhawk Gunship Wings of Fury

The engines of the Thunderhawk rumbled as the ship roared through space towards the drifting freighter. Through the external cameras, Sergeant Marcellus could see signs of battle damage on the ship’s hull. The areas around its airlocks in particular, were heavily damaged.

“Have you located our entrance?” Captain Sicarius asked, his voice cutting through the din of the thrusters.

“Yes, Captain,” Techmarine Maxilos answered from the cockpit. “I have identified the specified airlock. It is currently undamaged. Docking procedures will commence in four minutes.”

Sicarius turned to the gunship’s troop compartment. Ultramarines lined its walls, going through their pre-battle rites.

“Brothers, you have all seen the briefing. This freighter has been infested by the Tyranids. We shall board the ship, and sweep it clean from deck to deck.” He turned to Marcellus. “Sergeant Marcellus, your combat squad will be the first ones unto the breach, followed by Brother Tychus and the Assault Terminators. My squad will follow through last.”

Marcellus nodded. “The Reavers of Macragge will do their duty, Captain,” he said, slamming a magazine into his storm bolter. Beside him, Tychus hefted his massive thunder hammer and storm shield.

“Techmarine Maxilos will detach the Thunderhawk after we have boarded. Epistolary Argus will remain on board as well and monitor the warp for signs of trouble. We shall bring our cleansing flame to crush these aliens.”

“Docking in two minutes,” came the voice of Maxilos.

“Ultramarines, with me,” Sicarius commanded, and all twenty-one Space Marines headed towards the docking umbilical. Marcellus took his position in front of the circular door. Beside him, Sicarius took position next to the door, ready to charge in behind the Terminators.

“Docking clamps in place. Equalizing pressure. Thirty seconds until boarding.”

“Brothers!” Sicarius barked. “War calls you! Will you answer?”

“We will answer!” the Ultramarines shouted as one.

Sicarius turned to Marcellus and flicked the power switch on his plasma pistol. “Let’s kill some Tyranids,” he growled.

“Victoris Ultra, Captain,” Marcellus replied with eager conviction, yanking the charging lever on his storm bolter.

“Docking procedure complete. Death to the xenos, Captain,” Maxilos intoned.

As the Techmarine’s words echoed through the umbilical, the door slid open and Marcellus strode through into the darkness of the infested freighter. His auto-senses allowed him to see through the gloom, where he picked out many pairs of shining, malevolent eyes.

Genestealers.

Marcellus flicked his powerfist on, crackling bluish lightning casting a pale glow across the corridor.

“Courage and honour!” he roared, charging toward his foes.

Ponyville, Equestria 9:21 pm

“Not of this world? What do you mean?” Fluttershy’s incredulous tone broke the silence left after Luna’s last statement. Everypony merely stared at Luna in shock.

“I am sorry. This may be difficult for you to understand-”

“Don’t tell us what ya think we won’t understand. Jus’ tell us the truth!” Applejack said, a hint of anger coming into her voice.

Luna sighed. “Very well. Equestria is not the only world in existence. Across the stars, far away from here, other worlds lie in space. Many of them may be home to whole other species.”

“Wait a second, are you talking about aliens?” Rainbow Dash asked.

“That is exactly what I am talking about. We ponies do not know for sure, but many suspect that there could be strange and new creatures everywhere. We simply lack the capability to seek them out.”

Twilight’s mind raced. “So are you saying that whatever is happening in space is the work of aliens?”

“That is indeed a possibility. Aliens could be trying to find their way into Equestria.”

That was a sobering thought for everypony. Every single one of them had to admit that ponies had it pretty good. War and dispute were virtually nonexistent. Equestria had remained in a state of peace and prosperity for as long as anypony could remember.

“What kind of aliens do you think they are? Big green slimy things? Weird bird-aliens? Fish-aliens? Do you think they’d like cupcakes? I bet we could be best friends if we just try to be nice!” Pinkie, as usual, was apparently having difficulty appreciating the gravity of the situation. Then again, she defied gravity with disturbing regularity, so this was somewhat understandable.

“As little sense as she makes, Pinkie does bring up an excellent point,” Rarity pointed out. “Who knows what kind of creatures the aliens could be?”

“She’s right,” Applejack added. “They could be friendly. Or they could be not-so-friendly.”

Twilight turned her attention back to Luna. “Does Princess Celestia know anything about this?”

Luna sighed wearily. “Sadly, no. She has been quite busy as of late, and I only just made this discovery recently.”

Jumping to her hooves, Twilight immediately began spouting ideas. “We’ll need to notify her as soon as possible. In the meantime, shouldn’t we put the Equestrian Royal Guard on alert? Surely they should be informed?”

“Yes, most definitely,” Luna said. “However, we will need definitive proof of a threat to Equestria before the guard can be mobilized.”

Rainbow Dash turned to Luna, a confused expression on her face. “Uh, aren’t you a princess? Can’t you just tell them to get off their lazy flanks and get ready?” Her expression became even more confused as Luna shook her head. “What? Why can’t-”

“Unfortunately, many ponies still have difficulty trusting me,” Luna interrupted.

Rainbow Dash was dumbstruck at this. “What? They still don’t trust you? We’re the Element Bearers, and we trust you completely! Isn’t that enough?”

“Trust is not something that is easily given. I am grateful that I have yours, but I believe that it will take more than a friendly visit on Nightmare Night to convince the guard commanders.”

Everypony fell silent. A blur in space, though very strange, probably wouldn’t convince all of Equestria that aliens existed. Currently, only seven ponies and one dragon had any idea what might be happening.

However, unbeknownst to the eight inside the library, three more ponies had heard the entire story. The Cutie Mark Crusaders simply sat dumbstruck, staring at each other.

“Aliens! Just like Miss Lyra is always talking about!” Scootaloo said breathlessly.

“Wow,” Sweetie Belle said blandly.

“This is a big deal,” Applebloom said. “We should all be gettin’ ready for the aliens!”

“How? We have no idea what they could be like!” Sweetie Belle argued.

“That don’t mean we can’t get ready!” Applebloom countered. “Come on Crusaders! We might even get our Cutie Marks outta this!”

The mention of Cutie Marks was all it took to spur the small white unicorn and orange pegasus into action. They hopped to their hooves, threw their heads back, and began an earsplitting shout of “CUTIE MARK CRUS-” before Applebloom jammed her hooves over the other two’s faces. Their shout died down and finished with a more tolerable “-ader Alien Fighters Yay!”

“Now what in tarnation was that?” came Applejack’s voice from inside. She stuck her head out the window to investigate. She was greeted with the riveting sight of Twilight’s flowerbed. “Coulda sworn that was that little sis’ of mine…”

The three Crusaders nervously peeked out from behind a row of tulips, and breathed sighs of relief.

“Okay Crusaders. Let’s go home now. We’ll meet at the clubhouse tomorrow and discuss our plans for fightin’ the invaders!” Applebloom declared boldly.

“Yeah!” Scootaloo agreed enthusiastically.

“See you two tomorrow!” Sweetie Belle said before turning in the direction of the Carousel Boutique.

The three of them went their separate ways, minds spinning with thoughts about aliens.

As Applebloom trotted down the road to Sweet Apple Acres, she stared up at the starry skies. Their infinite majesty hung above her, filling her with thoughts of aliens and space. A thousand tiny pinpricks of light shone upon the young filly, and she thought of how small she was, and of how tiny her world seemed. There was an entire universe out there, teeming with countless forms of life just waiting to be discovered.

“Wow,” she said reverently. “Just, wow.”

Sweetie Belle stared off into the sky as well. The entire sky was filled with beauty, and she had the privilege of seeing it. She thought of how vast the world must be, and how many fantastic sights it must hold.

“It’s amazing…” she breathed.

Scootaloo’s thoughts were running wild. How many different kinds of aliens were there? How many of those stars up there were suns bringing light to other creatures? And what kind of astonishing new creatures were coming to Equestria?

“I wonder what the aliens will be like…”

M41.996 5:20 (Macragge time) Infested Freighter Nebula Rider

Genestealers.

For many people in the Imperium, genestealers were the first, and often the last, sign of a Tyranid invasion that they saw. Capable of acting outside of the influence of the rest of their hive fleet, they infiltrated a planet’s society, subverting the populace through parasitic implants. Using these hosts, they weakened human defences, making the job that much easier when the hive fleet arrived. In combat, they were fearsome opponents. Their four arms ended in lethal claws that could make mincemeat out of any living thing. They could even breach Astartes power armour with a lucky strike to a joint, making them a serious threat, even to a Space Marine.

Marcellus snapped up his storm bolter and fired a short burst into the closest genestealer. The explosive shells punched straight through its flesh and detonated, blowing the foul creature apart from the inside.

The other members of the brood snarled, one of them leaping at Marcellus immediately. Its leap was cut short by the Terminator Sergeant’s power fist, which shot forward and knocked it aside like a rag doll. With all of its limbs shattered.

The third and fourth genestealers shot forward with frightening speed, their four arms extended, ready to tear the intruders apart. They were met by a hail of shells from Brother Lucius, who carried the squad’s assault cannon. The massive, rotary-barrel weapon thundered as Lucius swept it across the corridor, and he was rewarded with several inhuman shrieks of pain.

The area around the airlock clear for the moment, Marcellus waved his squad forward. All ten hulking Terminators exited the Thunderhawk and scanned the murky darkness of the freighter’s interior.

“Spread out. Cover all approaches,” Marcellus ordered. The Reavers of Macragge fanned out with him, weapons at the ready. “Captain, our entrance is secure. Bring your squad up.”

Following immediately after their Terminator-armoured brothers were the smaller forms of the Lions of Macragge, led by the resplendent form of Captain Sicarius.

“Axilon, anything?” Sicarius asked, sweeping his vision across the dank hallways.

“No, Captain,” the squad’s auspex carrier replied. “Nothing within thirty meters.”

“Excellent. Maxilos, are you tracking us?”

“Yes, Captain,” Maxilos’s voice came through the Ultramarines’ vox-beads. “You are currently on the bottom cargo deck. You’ll have to sweep the ship room by room until you find the broodlord.”

Sicarius turned to Marcellus. “Sergeant, your combat squad will lead, followed by Brother Tychus and the Assault Terminators. My squad will bring up the rear and cover our backs.”

“Understood, Captain. Squad, move out!”

The ten Terminators spread out, with Marcellus at the head of their formation. Behind him followed Tychus, thunder hammer primed. Behind them came Sicarius and his command squad, constantly sweeping their weapons back and forth. Bringing up the rear was Veteran Dannelos, covering their flank with his glowing plasma gun.

Axilon tapped on his auspex. “Captain, the auspex shows multiple contacts twenty meters ahead. Based on the schematics for this ship, this should be a storage area.”

“Then that is where we shall go first.” The team headed along the corridor until they reached a large door. “Breach that door.”

Sergeant Daceus stepped forward, melta charge in hand, but Marcellus blocked him. “Allow me, brother,” he said. With that, he drew back his powerfist and smashed the door with a single punch. It flew out of its frame, knocked over a pallet of lasgun power cells, and didn’t even stop when it hit a pair of genestealers.

“Crush the xenos!” Marcellus roared as he unleashed fire from his storm bolter. His burst splattered one alien across a crate of ammunition, and he was already acquiring a new target before the first one’s corpse had flopped to the floor.

Unlike Marcellus, Dannelos was not equipped for the vicious maelstrom of close combat that the Terminators partook in. Instead, he strode forward relentlessly, blasting Tyranids one by one with blazing pulses of plasma. Wherever he aimed, genestealers died, single precision shots melting through their torsos or taking off their heads. Dannelos smiled grimly as he blew two more into the warp. He had not earned three successive Marksman’s Honour badges for nothing.

Tychus represented the opposite end of the spectrum. There was no subtlety in his method of combat. A lunging genestealer was met by the head of his thunder hammer and became an unrecognizable mass of blood and broken limbs. Another attempted to blindside him, but Tychus spun with startling speed, smashing it with his storm shield.

But all of these individual melees paled in comparison to Captain Sicarius. The Ultramarines’ Master of the Watch moved like lightning, the ornate Talassarian Tempest Blade flashing back and forth. Wherever it struck, Tyranid viscera flew as the xenos were violently separated from their limbs. His defence was flawless; not a single claw touched his armour. A genestealer attempting to pounce on him from behind was met with a pulse of plasma that melted its head. Dannelos was no swordsman; his skills lay firmly in the region of supporting fire, but he could appreciate a true master at work.

In what seemed like a matter of minutes, the formerly ten-strong brood of genestealers was dead, leaving the twenty-one Ultramarines standing.

“Auspex shows this deck clear.” Axilon adjusted some settings on his auspex. “Four more to go.”

Epistolary Argus stood behind the Thunderhawk’s pilot seat, watching the drifting Nebula Rider. This was the situation that he…no, every Space Marine hated as much as any xenos: to be unable to do his duty. Incapable of using his psychic talents, his combat usefulness was severely reduced. Not wanting to risk a valuable asset, Captain Sicarius had ordered Argus to remain on board the Wings of Fury. He could understand the Captain’s point, but he couldn’t help his hardwired desire to join the fray. To crush alien skulls underfoot. To incinerate them with the power of his mind. To obliterate-

“The bottom deck has been cleared. We are moving on to the next one. Epistolary, have you noticed anything?”

Sicarius’s voice interrupted Argus’s thoughts of righteous wrath. “Negative, Captain. The warp remains dark. Kill the Broodlord and I shall see again.”

“Well, we’ll not keep him waiting. Sicarius out.” The vox-system clicked off.

Argus sighed irritably. I should be by the Captain’s side. He’s likely to challenge that broodlord alone and get himself killed.

“Captain Sicarius is entirely capable of preserving his own well-being. It is illogical for you to preoccupy yourself over his safety.”

Maxilos’s grating, monotone voice cut through Argus’s thoughts. Not for the first time, Argus was reminded that he was incredibly perceptive for a Techmarine.

“The Captain is one of the greatest warriors and leaders of our chapter. It is unfortunate that he repeatedly insists upon placing himself at risk. If he will not concern himself with personal safety, then it should fall to his brothers to ensure his survival.” Argus looked at the Techmarine dispassionately, daring him to spout more of his relentlessly logical views.

“My mathematics are determinate. Based on Captain Sicarius’s performances in previous scenarios, including the Battles for Blackreach and Damnos, as well as his training records, the probability that he will sustain a fatal injury is less than point zero-nine percent. The probability that he will actually die as a result of any such injury is variable, depending upon the status of Apothecary Venatio at the time of the injury-“

“Forget it, brother. I believe that we can agree to disagree in this case.” Argus knew a lost cause when he saw one. He’d have better luck fighting a Titan by throwing Drop Pods at it than he would changing Maxilos’s mind.

“Your illogical judgment is worrying, Epistolary. I will have to factor it in to any calculations of your probability of survival for our next deployment. I would highly recommend that you revise your attitude in such cases like these.”

Argus rolled his eyes. As Veteran Dannelos so eloquently put it, “Techmarines are to the rest of us Ultramarines what Ultramarines are to normal humans.”

He was about to provide Maxilos with a discussion on the topic of relations between Techmarines and the remainder of the chapter when an edge of unease crept unbidden into his mind.

More Tyranids, he thought. Spurred into action, he reached out into the warp. As he did so, he cursed himself for his recklessness. I suppose I’m just proving Maxilos right. I am just as reckless as the Captain.

The presence of the broodlord on the Nebula Rider was already dimming the warp, but now, with even more Tyranids on the way, Argus might as well have been trying to see through ceramite. So I will not see. I will feel.

The shadow in the warp was fairly large. Not a whole hive fleet, but at least four bio-ships. Argus turned to Maxilos. “Brother, we will have to continue this discussion later. More xenos are on their way.”

“Give me some general coordinates,” Maxilos said without hesitation, tapping the sensoria controls.

Argus consulted the map of this sector of space, and supplied the Techmarine with an area to search.

“This area is considerably beyond the range of the Thunderhawk’s sensoria. I will have to contact the Valin’s Revenge.”

“Do so, but hurry. I will warn the Captain.” Their previous disagreements forgotten, the two Ultramarines snapped into action.

As he withdrew the Tempest Blade from the corpse of yet another genestealer, Sicarius’s vox-bead beeped with a message. “Sicarius here.”

“Argus here, Captain. The Broodlord must be calling for help. I have sensed at least four bio-ships coming our way. Maxilos has confirmed this with the Valin’s Revenge. We estimate two hours before they arrive.”

“Then we shall quicken our pace here. Sicarius out.”

Sicarius looked up. The Lions and Reavers were cleaning up the remainder of the xenos on the freighter’s third deck. As he looked up, one genestealer, apparently dead, snapped viciously at Apothecary Venatio, who quickly drove his armoured boot down on its head. “Brothers!” he called. “Our actions have not gone unnoticed. The bio-ships responsible for the attack on this ship are returning. Our plans here are unchanged, but we must make haste. We should not keep our hosts waiting.”

All the Ultramarines instantly returned to their formation and continued through the ship. Marcellus took point and opened the door to the second half of the freighter’s cavernous cargo bays. When the doors parted, a veritable horde of genestealers sprang from the shadowy room, definitely the largest group the Ultramarines had encountered yet.

“Tychus! Charge!” Marcellus roared, striding forward to meet the enemy. Beside him, the Assault Terminators surged forward, absorbing the impact with their hulking shields. Dannelos fired his plasma gun, hitting a leaping genestealer. Tychus charged through its disintegrating remains and smashed another with a mighty overhand swing with his hammer. Sicarius swept forward and launched a huge, sweeping strike with his sword. His victim’s torso flew one way, legs flying the other.

Despite their incredible combat prowess, the Ultramarines were sorely outnumbered, with each Marine fighting as many as three opponents at once. This was the situation in which Space Marines could fall: bogged down by countless enemies, running out of ammunition, and cut off from their battle-brothers.

Dannelos was backed into a corner, firing off plasma blasts as quickly as his gun could recharge. He couldn’t provide supporting fire for his brothers, not while so badly swamped with enemies of his own.

Suddenly, the several warning lights lit up on his plasma gun, and heat release vents popped open along the barrel, plumes of bluish-white steam pouring out. “Guilliman’s blood!” he cursed. Plasma weapons were incredibly deadly, but prone to overheating with constant fire. He was fortunate that the gun hadn’t simply blown up in his hands. It would have made a fine grenade if it had overloaded, he thought.

Discarding the temporarily useless weapon Dannelos yanked out his bolt pistol and combat knife and charged straight into an oncoming genestealer. Now inside its slashing claws, he plunged the massive knife into its thorax repeatedly. Still moving like an out-of-control Ork vehicle, he barreled through the throng of xenos, pulping his victim against the wall of the cargo bay.

Shaking various Tyranid organs off of his helmet, Dannelos spun, knife held outward. Another genestealer, having recovered from his aggressive shoulder charge, died with the knife stuck straight through its skull. Unfortunately, Dannelos was forced to release his knife, leaving him exposed to the other monstrosities. He raised his bolt pistol, but he knew he was too late.

His fate was averted as a hail of bolter shells cut through the group of aliens, leaving Dannelos aiming his pistol at empty air.

“The Emperor protects,” came the rumbling voice of Sergeant Marcellus, the twin barrels of his storm bolter smoking.

Lowering his pistol, Dannelos glanced around the cargo bay. Fortunately, the Ultramarines all remained standing, with only some minor injuries among them. Apothecary Venatio was tending to the worst of them.

Dannelos grinned under his helmet. “That he does, but I still prefer to not take any chances.”

Ponyville, Equestria 9:50 pm

It appeared to everypony that Princess Luna was stuck. Unable to act without any evidence, she was forced to wait until disaster struck.

I have no idea what could happen, or when, she thought forcefully. If I cannot find evidence to support my claims soon, all of Equestria may be in danger…

“Princess, have you tried applying the concept of cross-dimensional feedback loops?”

Twilight’s voice cut into Luna’s thoughts. “No, I have not. That would assume that the aliens would be coming from a whole separate dimension. We have no evidence to support that conclusion.”

The purple unicorn returned to her massive tome of magical theory, furiously scanning its pages. Meanwhile, Rainbow Dash was fast asleep on the floor, having become bored with the endless “egghead-speak” as she called it. Rarity was busying herself in a romance novel, occasionally blushing and shooting nervous glances at her friends. Pinkie Pie was debating the finer points of cookie baking with Spike (he was encouraging her to bake various types of gemstones into the batter, while she staunchly believed that they would hardly sell). Fluttershy had attempted to read one of Rarity’s romance novels, but after several pages, she dropped it like it was hot, blushing furiously.

Applejack was struggling valiantly to maintain an interest in Twilight and Luna’s work. Unfortunately, she was ay out of her depth. They might as well be cluckin’ like chickens for how well she understood them. “Beggin’ yer pardon Luna, but do ya mean that these aliens could be comin’ from a whole ‘nother planet? How the hay could they do that?”

Luna looked up from several books, a pair of red-framed reading glasses balanced on her nose. “I do not know. For all we know, the aliens could be capable of creating tears in space and time to travel across the stars.”

“Rips in space an’ time? Whaddya mean by that?”

“Time and space are not as definite as you might think. Think of it as a sheet of paper that you could tear holes in, or fold in on itself.”

“So… the world’s like a sheet of paper.”

Luna’s eyes went back and forth embarrassedly. “Well, it is really nothing like that, but if it makes sense to you, just go ahead and think of it that way.”

Applejack’s expression became a mixture of disbelief and frustration. “Well, why dontcha find out? Ya got yourselves a prime example of a ‘tear in space and time’ right up there.”

Twilight and Luna shared a how-could-you-have-possibly-missed-that look. “Of course!” Twilight said excitedly, startling everypony in the room (except for Rainbow Dash, who simply rolled over in her sleep). “We could just probe it magically! I could try a magical synchronization spell to coordinate our powers so we’d have more than enough magic to investigate that… thing in space!”

The purple unicorn and the midnight blue alicorn both shot towards the window. Everypony else followed, their arguments and books forgotten. Even Rainbow Dash followed after being kicked awake by Applejack.

At the window, the two mages’ horns began glowing, Twilight’s with a pinkish light, Luna’s a dark blue. Luna reached out into the stars, as if she were trying to move the moon. But instead of causing an unscheduled crescent moon, she reached beyond it, seeking the distortion in space and time.

It feels… unnatural, that is certain. But what could have possibly caused it? The aliens? Luna mused, her brow furrowing in concentration. Beside her, Twilight shuddered, obviously getting the same feeling that Luna was. You can feel it too?

Yes, Twilight responded. Everything about it is strange. I can sense something… we must go deeper.

Luna nodded, and reached out further. She was not trying to simply get an impression from the distortion; she was trying to immerse her mind in it. I can feel… darkness, darkness everywhere…

“Princess? Are you all right? What darkness?” came the voice of Rarity, but curiously distant, as if Luna’s hearing were damaged.

“Cold… dark… I can’t see…” Twilight’s voice was similarly muffled.

“What’s… what’s happening to them?” came Fluttershy’s concerned tone.

“Uh oh, my spine’s tingling!” Pinkie Pie said. “Something is going to happen that could destroy all of Equestria!”

“Uh, Pinkie? I think everypony kinda has that feeling right now,” Rainbow Dash said sarcastically.

“No, Rainbow! When my spine tingles, it makes my hooves itch too! I just know something’s gonna happen!”

“Twilight, are you all right? Talk to me!” Spike waved his hand insistently in front of the unicorn’s face.

Everypony jumped as Twilight and Luna both began speaking simultaneously, their two voices together producing a remarkably bone-chilling effect. “So cold… so dark… we failed… they will consume us all…”

“Who’s coming? What’s happening?” Spike tugged at Twilight’s mane, an edge of panic entering his voice.

“The Great Devourer…”

M41.996 6:44 (Macragge time) Infested Freighter Nebula Rider

After about an hour, Captain Sicaius’s kill team had successfully purged four decks of the freighter and was about halfway through the command deck. They had fought their way to engineering and had planted their melta bombs on the warp drives, but Sicarius had ordered the Ultramarines to continue to the bridge in hopes of slaying the broodlord and recovering any data from the ship’s cogitators. The team moved along a hallway that was blissfully free of xenos for the moment.

With each step, Marcellus’s opinion of Captain Sicarius was degrading. He just wants to slay the broodlord himself. We should have left by now and blown this ship into the warp. He clenched his powerfist unconsciously, resisting and urge to slam it into something.

“Captain, wait.” Axilon turned, auspex in hand. “The auspex is picking up something behind this door. It does not register as a Tyranid.”

The door in question was nothing out of the ordinary, just another of the heavy doors that Marcellus had seen and smashed open. Upon close inspection, he noticed a long line of misshapen metal along the door’s edges. “Captain, this door appears to have been welded shut.”

“Perhaps we have a survivor after all. Breach it,” Sicarius ordered.

Dannelos and Vandius, another of the command squad, took positions on either side of the door, while Marcellus raised his powerfist. “Breaching!” the Sergeant barked before slamming his fist into the door. The door bent almost completely in half and went flying across the room. Dannelos and Vandius both charged in, weapons up, sweeping the room for possible threats.

What they found was a relatively neat room, most likely the crew’s recreation room judging by the tables and bar. The emergency lights glowed a dull red, casting an eerie glow upon the Ultramarines.

Sicarius strode inside, the remainder of the team remaining outside. As h scanned the room, he spotted a figure curled up beneath one of the tables.

“I am Captain Sicarius of the Ultramarines 2nd Company. Identify yourself.”

The man did not respond. He simply shivered as if he were freezing. Suddenly, he sprang to his feet, arms flailing wildly. Marcellus snapped up his storm bolter, but Sicarius halted him with a raised hand.

Looking at him closely, Marcellus realized several things. First of all, the man seemed uninjured. Secondly, his eyes were glazed over and bloodshot, and drool dribbled from his jaw. Finally, he had a third eye in the center of his forehead, marking him as the ship’s Navigator.

Navigators were a human mutation. Their third eye allowed them to see into the warp and guide a ship safely through it. He must have been driven mad by the Tyranid presence, Marcellus thought.

“Can you hear me?” Sicarius asked, stepping forward.

“So cold… so dark… we failed… they will consume us all…” the Navigator gurgled, his head lolling slackly about.

“We are wasting our time. The bridge is just down the corridor,” Marcellus growled, immediately regretting the outburst.

Surprisingly, Sicarius acknowledged him with a curt nod. “You are correct. But we should still leave him a guard. Brother Dannelos, stay here and guard the Navigator. He may be able to provide information later.”

Dannelos nodded. “Yes Captain.” He glanced down at the pitiful survivor, who had collapsed and was hugging a chair leg. “Though I do not believe he will be going anywhere.”

Sicarius quickly left the room, Marcellus and Vandius close behind. “Ultramarines, to me. Only the bridge remains to be cleansed. We shall not suffer these aliens to live for much longer.”

As the team moved down the final corridor, Marcellus noticed that Sicarius was matching his pace, and had both his sword and pistol drawn. Marcellus was about to remind the Captain that a Terminator should take point to breach the door, when the door at the end of the hallway slid open.

Behind it stood a creature of nightmares. Standing nearly twice the height of a normal genestealer, the broodlord let out a roar, flinging globules of saliva from its jaws. With one of its massive talons, it pointed down the hallway directly at Sicarius. From behind it, another horde of genestealers poured forth, skittering down the hallway.

Igniting the Tempest Blade, Sicarius pointed it down the hallway at his opponent. “Charge!” he thundered. “For the glory of the Ultramarines!” With those battle cries, he took off, charging straight towards the oncoming storm.

“What does he think he’s doing?” Marcellus barked incredulously, but his words were lost in the clatter of bolters firing. All eighteen other Marines joined the charge, firing as they went. Caught in the assault, Marcellus ran as well, firing his storm bolter. If we are to die, let us die with guns in our hands and fury in our souls!

The two sides collided, the Ultramarines’ superior mass and strength allowing them to simply trample their opponents underfoot. Smashing his powerfist into the face of one, Marcellus glanced ahead at the Captain. What? The fool still hasn’t stopped! What is he… the broodlord. Realization dawned. Sicarius intended to slay the Broodlord himself. So focused was he on this plan that he neglected to even look at the other xenos clawing at his sides. Marcellus snarled in anger, both at the Captain and the aliens. Fortunately, he could take this anger out on one of them.

Sicarius shot forward, firing his plasma pistol indiscriminately. The broodlord was all that mattered. Kill it, and the other Tyranids would be a mindless rabble, turning a brutal engagement into a simple clean-up affair.

Finally he reached his adversary. The broodlord was quite formidable. It towered at least half a meter over his head, and had about twice his reach. Its arms ended in wicked talons that could probably tear him limb from limb if they found a vulnerable part of his armour. Against this opponent, Sicarius’s skills would be sorely tested.

The broodlord turned its eyes upon him. He stared back into those black, soulless pits, knowing the danger they hid. Broodlords, like many Tyranid leaders, were naturally psykers. This nature manifested itself in their ability to render opponents paralyzed with fear simply by staring them down. Many lesser men would simply snap and be torn in half by the alien.

Sicarius was not a lesser man.

“For Guilliman and the Emperor!” he roared as he charged. The beast snarled back and reached forward to grab this human who dared to challenge it.

Ducking under the long arms, Sicarius pointed the Tempest Blade upwards, and rammed it straight into the broodlord’s abdomen.

If he had to characterize such an inhuman, vile creature, Sicarius would say that it looked surprised.

Slashing upwards, he swung the sword clear in an artful flourish, and it exited through the top of the broodlord’s head. The two neat halves of its body fell to the floor.

Sicarius turned around to see his battle-brothers massacring the remaining genestealers, who had lost all signs of intelligence or coordination due to the death of their leader. He was about to offer some words of congratulations when his vox-bead chirped. “Sicarius here.”

“Captain! Dannelos here! Something is happening to the Navigator! Get back here!”

“On my way.” Sicarius launched into a full on sprint, contacting the Thunderhawk as he went. The other Ultramarines followed close behind. “Epistolary, what is happening?”

“Rrrggghh! The warp is ablaze, Captain! Something must have happened when you killed the broodlord!”

Sicarius entered the recreation room to find yet another horror.

The Navigator was floating four feet above the deck, glowing a bright purplish-red colour, and screaming.

“It is happening! I can see! Fire, storms, and doom!”

With these ominous words, there was a blinding flash, and the Navigator’s body was gone, replaced by a misshapen mass of wet, pulsating tissue that flopped wetly to the ground.

“Warp-spawn!” Marcellus barked.

“Everyone, to the nearest airlock!” Sicarius switched on his vox-bead. “Techmarine, dock at the Deck One airlock! And hurry!”

“Understood, Captain.”

Ponyville, Equestria 10:07 pm

“It is happening! I can see! Fire, storms, and doom!”

Fluttershy and Rarity screamed in surprise at these words. Spike leapt back, and Applejack, Pinkie, and Rainbow Dash all jumped.

“What they hay is going on?” Rainbow Dash and Applejack shouted simultaneously.

“Snap them out of it!” Rarity cried.

“How? We don’t even know what’s wrong with them!” Rainbow Dash replied.

“Try this! Spike rushed in with a bucket of water and doused Twilight with it. Broken from her trance, Twilight gasped and collapsed, breathing erratically. Princess Luna toppled over as well, without Twilight’s magic to sustain her. At once Fluttershy rushed over to the fallen mages, placing a hoof on Twilight’s forehead.

“Twilight, are you all right? Can you hear me?” she asked soothingly.

Twilight twitched spasmodically. “No… so cold… dark… terrible! I saw so many horrible things!” She snapped to her hooves. “Oh no, Princess!”

Luna was shivering despite the warm temperatures in the room. Rarity withdrew a small, wet towel, helpfully provided by Spike, and began wiping it across the princess’s brow. “Please, Luna. Tell us what happened. We need to know.”

Luna looked up, and shakily got to her hooves. “Something from another world.” She turned to Twilight. “Perhaps your idea of other dimensions was correct.”

Applejack stomped a hoof impatiently. “Well, Princess? Was it aliens that caused that thing in the sky?”

“I believe so, Applejack. It was strange though. It was not caused by magic, but I still felt… something coming from it.”

“You felt what, exactly?” Rarity asked.

“Something very strange. It felt like… every feeling at once.”

“Like you were happy, and nervous, and angry, and hungry, and sad, and laughing, and chronically depressed, and obsessive-compulsive, and feeling paranoid delusions maybe brought on by your repressed feelings of inadequacy despite your…”

Thankfully, Rainbow Dash jammed a hoof in Pinkie’s mouth before she could continue.

“Yes, actually. It felt like every emotion at once. The sensation was overwhelming. I fear for any unicorns who attempt to do what we just did.”

Suddenly, Twilight went rigid, her eyes glowing a blinding white. Before anypony could react, she spoke in the same voice she had used before.

“They’re coming! The shadow in the warp! The darkness! The Great Devourer!”

M41.996 7:01 (Macragge time) Ultramarines Strike Cruiser Valin’s Revenge

“Argus, what did that mutant do?” Sicarius was livid, his fiery temper showing in full.

“I believe what you saw was the worst possible thing that could have happened to an Imperial Navigator. He must have tried to guide his ship away, but was overwhelmed by the Tyranid Hive Mind. You killing the broodlord removed its influence, and his fragile mind was invaded by the warp.” Argus shook his head in frustration. “Captain, that is my only theory. This is like nothing I have ever seen before.”

The Epistolary’s words did nothing to calm Sicarius, who turned to Techmarine Maxilos. “Techmarine, do you have any definitive answers?” Argus set his jaw at that question. The Captain’s unspoken rebuke of him angered him to no end.

“The Revenge’s sensoria show a significant distortion around the freighter. It is likely that the Navigator’s sudden exposure to the raw warp resulted in some spatial phenomena.” Before Maxilos could continue, several lights began flashing on the sensoria console. He turned to it and checked the readings. “Captain, those Tyranid ships are here and closing rapidly.”

Apothecary Venatio stepped forward. “Pardon me for interrupting, Captain, but I took several readings of the Tyranid corpses on the freighter. They are match for Hive Fleet Behemoth.”

Those words silenced every Ultramarine present. “Behemoth? The invaders of Macragge?” Sicarius snapped.

“Yes Captain. These particular Tyranids must have been from a splinter fleet of the original attackers of Macragge.”

“Enough talk. We shall exact more revenge for our fallen brothers!”

Sergeant Marcellus stared incredulously. “Captain, we have one ship. It would be far better to seek reinforcements first rather than throwing away our lives needlessly!”

Argus felt a tingling at the back of his mind. Curious, he reached out towards the remains of the Nebula Rider. Instantly, he recoiled, both mentally and physically. Sicarius turned towards him. “Epistolary, are you all right?”

“The freighter… something is happening!” The two of them rushed toward a window.

Nothing was wrong with the freighter. The space around it was distorting bizarrely. Waves of purplish-red light flowed outward from a central point.

“Warp storm!” Argus shouted.

Maxilos wasted no time in firing the Revenge’s engines. “Captain, judging by my scans, the storm is expanding at a constant rate. If we leave now, we can escape it before it becomes a danger.”

“And miss an chance to obliterate the despoilers of Ultramar? Never!”

Marcellus spoke up again. “Captain, this is foolish! We should not throw away our lives in a hopeless battle!”

Sicarius rounded on Marcellus. “Then we shall lead the cursed creatures into the warp storm!”

“We may not have to.” Maxilos’s words broke through the brewing argument. “They are flying into it on their own.”

As the Ultramarines watched through the viewports, four Tyranid bio-ships sped through space, straight into the rapidly expanding miasma of colour. One by one, they distorted and vanished, swept up into the tides of the immaterium.

“It seems that our problem has solved itself,” Maxilos said plainly. “All xenos ships have vanished from the sensoria.”

“No… they are not dead.” Argus’s words chilled everyone to the bone.

“What are you talking about?”

“I can see through the warp… the storm is calming. The Hive Mind must be nullifying it. I can see… the Tyranids are unscathed!”

“I will not be cheated of revenge! Maxilos! Plot a course into the storm!” Sicarius thundered, drawing his ornate sword.

“Captain, I highly advise against this course of action. Even against crippled bio-ships, our odds of victory are less than seventy-nine point zero-zero-two to one.”

“Never tell me the odds! We go into the fire! Our faith shall hold us!” Sicarius ignited the Tempest Blade, allowing bluish-white lightning to coruscate along its length as he pointed it toward the warp storm.

“For Ultramar and the Imperium!”

First (and Second) Contact

Chapter 4: First (and Second) Contact

Ponyville, Equestria 7:44 am

The night had seen a serious lack of sleeping, as the six Element Bearers, Spike, and Luna had spent a good portion of that night trying to figure out how all eight of them were going to sleep comfortably in the library. Spike was glad that his five friends and the Princess had made the offer to spend the night out of concern for Twilight, who had passed out soon after her second disturbing vision. Unfortunately, the library was not equipped to deal with six additional guests, resulting in a sort of organized chaos of spare pillows, sheets, and even a few clouds that Rainbow Dash had brought inside. Unfortunately, she had a tendency to shift around in her sleep, sometimes causing rain to pour from the cloud.

Well, at least Twilight slept well, Spike yawned as he saw the sun casting warm rays through the windows. She slept like, well, a dragon.

Fortunately, Spike had his basket as a convenient bed, so he slept sufficiently well. Judging by the fact that everypony else appeared to be doing their best to imitate multicoloured laundry draped across the floor and furniture; they had taken a while to get settled. Chuckling to himself, Spike stretched, feeling every stiff vertebra in his back and tail crack satisfyingly.

“Mmmmm... popcorn...” Pinkie mumbled in her sleep.

Spike almost broke out in raucous laughter at that.

“Good morning, Spike.” Luna’s voice was gentle and mellifluous, but that didn’t prevent Spike from nearly jumping out of his scales in surprise.

“Yikes! Princess, please don’t scare me like that!”

“Was our... my voice too loud? We... I was sure that I was not using the Royal Canterlot Voice.” Luna’s expression became one of embarrassment. Spike noted how similar that expression was to Twilight’s when she was embarrassed. Both mares had a tendency to take things a bit too seriously. Twilight would often misinterpret a sarcastic comment; a quality that Luna apparently shared.

“No no no, I was just being sarcastic!” Spike hurriedly added.

Luna cocked her head to the side quizzically. “We... I do not fully understand this concept of ‘sarcasm.’ Is it intended to be a form of humour?”

“Are you saying you don’t know how to be sarcastic?” Spike was incredulous. Sarcasm came to him as naturally as breathing. He had difficulty believing that anypony, even a centuries-old alicorn, couldn’t understand something as simple as sarcasm.

“No, I do not. Even as a foal, I was more serious than my sister... my sister? MY SISTER! WE MUST INFORM HER OF THESE DIRE DEVELOPMENTS! ALL OF FAIR EQUESTRIA MAY BE IN PERIL!”

Spike toppled over and bounced across the room, straight into a carefully stacked collection of thesauruses. Why Twilight needed so many was beyond him, as was why they were so heavy, and only available in hardcover. “Not aga- OW!” he yelped as the pile toppled with a mighty crash.

“Eep!”

“Whuh? What in tarnation... where’s mah hat?”

“AAAHHH I can’t see I can’t see! Oh. I found your hat, Applejack.”

“Can’t a lady get her rest without being so rudely interrupted?”

“Huh, what’s going on?”

Everypony jumped awake except Twilight, who remained curled up in a fetal position in her bed.

Spike unearthed (or un-booked) himself from the pile of heavy thesauruses, rubbing his head. Why is it always books? Why couldn’t it be something soft, like pillows? That felt like getting yelled at by a dragon! Spike shuddered. Ohhh, bad memories…

“Princess, are you sure you’re all right?” Fluttershy’s normally timid voice was full of concern.

“WE ARE IN PERFECT PHYSICAL HEALTH, FAIR FLUTTERSHY. WE-” Luna cut off abruptly, a look of nervous realization on her face. “We… I am sorry. I am perfectly fine, Fluttershy. I think you should be worrying more about Twilight Sparkle.”

“Oh no, Twilight!” Fluttershy cried, remembering the disturbing events of the previous night. Her long pink tail and mane whipping around, she took off towards Twilight’s bed. The purple unicorn had not been a quiet sleeper. She had been audibly tossing and turning all night, sometimes muttering snatches of her visions from the previous evening. Fluttershy examined her friend with all the concern of a professional nurse.

“Is she all right?” Applejack asked, having taken a break from trying to wrench her hat off of Pinkie’s face.

“She’s fine. Just asleep.”

“That’s a relief. She was sayin’ some pretty darn crazy things las’ night.”

In the meantime, Luna was rushing back and forth, searching through some shelves. “Spike, dost thou… do you know where Twilight Sparkle keeps her spare parchment?”

Spike rummaged around in a desk and withdrew a blank scroll. “You want me to take a letter?”

“Yes. Address it to my sister.” Luna cleared her throat and began dictating.
“Dearest Sister,

As you know, I left the Royal Palace last night to pay a visit to your student and her friends. With the help of Twilight Sparkle, I have made a startling discovery that could have dire implications for all of Equestria. I urge you to put the Equestrian Royal Guard on full alert, and bring a garrison to Ponyville. I request your presence here, as the nature of this discovery would be easier to explain in words.

Sincerely,

Luna”

Spike rolled up the scroll, and with a stream of green fire, sent it floating out the window off to Canterlot. “Okay, hopefully Princess Celestia will have an idea of what to do about this. But what about Twilight? She still hasn’t woken up! What happened to her?” Spike’s voice was almost hysterical with worry for his “sister.”

Princess Luna placed a hoof reassuringly on the young dragon’s shoulder. “Do not fret, Spike. She suffered a form of magical strain or feedback. She must have tried to touch the distortion alone. Even for me, the experience was… harrowing, to say the least. The magical strain of scanning something so distant and so powerful must have overwhelmed her magical capacity. Fortunately, her mind shut down before sustaining any permanent damage.”

“Uh, Princess?” Rainbow Dash hovered around the ceiling. “What does that mean in non-magical, non-egghead language?”

“Essentially, her mind pulled a muscle, and she passed out so she wouldn’t hurt herself.”

“Oh. I was worried it was something serious.”

“Rainbow Dash, I’m shocked at you. Of course this is serious,” Rarity admonished. “Twilight may seem all right, but for all we know, she may be terrified when she wakes up!”

“You are correct, Rarity,” Luna said with a nod. “She has had traumatizing experience. We must all make sure she does not panic upon awakening.” She was interrupted by a groan from the sleeping unicorn as she rolled over in her sleep. “Although I believe we can allow her to awaken on her own.”

“Good, ‘cuz we gotta big problem here!”

Spike, Luna, Rainbow Dash, Rarity, and Fluttershy all turned to Applejack, who had resumed trying to get Pinkie’s face unstuck from her hat. The four ponies and dragon stared for a few seconds. Then Spike began snickering. Rainbow Dash’s face twisted in a vain attempt to hold back her own laughter. Eventually everypony, even Luna, was laughing raucously.

“Mmph mmph mmph!” came Pinkie’s muffled laughter.

The room went silent for a few seconds and everypony stared at each other. Then they all burst out laughing all over again.

Wiping tears from her eyes, Applejack turned back to Pinkie. “Ah can tell this is gonna be a long morning...’”

M41.996 (Unknown Time) Ultramarines Strike Cruiser Valin’s Revenge

His head swam as if he were underwater. No, not water. Mud. He couldn’t see anything but a mass of murky shapes. He reached out with an arm, feeling for anything tangible in this darkness, anything…

He was rewarded with a solid surface against his fingers. Placing both hands on this surface, he pushed himself to his feet.

What in the Primarch’s name happened? Everything came rushing back. The freighter. The Navigator. The warp storm.

The Tyranids.

Captain Sicarius felt a sudden rush of anger. The blasted aliens were taunting him. They would have quite the retribution coming when the Revenge was raining bombardment cannon shells on them.

“Captain, are you all right?”

Sicarius turned to see Maxilos tapping commands on a console. “Yes brother, though at the moment I am more concerned about the Revenge. How did the ship fare?”

“Minor damage, mostly some buckled armour plates. Sensoria and comms temporarily offline. I am in the process of restoring them. Containment field failure in one of the plasma reactors. It is currently shut down, and Techmarine Aegeus is repairing it. He expects to be finished within the hour. Fortunately, the weapons systems are still at full capacity, and we have suffered no casualties. We appear to have exited the warp storm, but I will not know the specific distance until the sensoria are back online.”

Sicarius felt some of his anger bleed away to be replaced by relief. “The Emperor was watching us,” he said reverently.

“He may have been, but it still hurt.”

The two Ultramarines turned to see Dannelos climbing to his feet. The veteran was not wearing his helmet, and bore a large red scab on the side of his forehead. He had evidently whacked his head on something.

“It is good to see you, brother.”

“Likewise, Captain.” Around the bridge, other members of Sicarius’s command squad were getting to their feet and checking their gear for signs of damage. “Unless I miss my guess, we are still alive?”

Sicarius removed his helmet and grinned. “Very much alive, Dannelos.” He glanced around. All of the Lions of Macragge, as well as Sergeant Marcellus, were present, but Argus was conspicuously absent. “What of the Epistolary?”

“Over here, Captain.” It was not Argus who answered, but Apothecary Venatio, who was crouched next to the ornately armoured form of the psyker. “He appears to have suffered some sort of psychic feedback. He is merely unconscious.”

As if on cue, Argus groaned and shook his head. “Dark… cold… Captain!” he exclaimed. He looked down at his own body and around the bridge, as if unsure if they were real. “We survived the warp storm?” Sicarius nodded. “Impossible.”

“Entirely possible,” Maxilos interjected. “There have been cases of ships surviving direct exposure to the raw immaterium and emerging with no ill effects. With the small size of this particular warp storm taken into account, our odds of survival were approximately thirty-three point one-one-three-eight to one.”

“Our chances were that high? It certainly felt like we got off easy,” Marcellus rumbled.

“We were not in as much danger as we were led to believe. Furthermore, factoring in the presence of four Tyranid bio-ships and their warp-suppressing ability weakening the storm further improved our odds to-”

“Yes thank you, Techmarine,” Sicarius said, cutting him off. “Where are the Tyranids now?”

“Considering that they do not rely upon technology and display startling resilience to the warp, and factoring in the average speed of their bio-ships, I would estimate that they are within one light-year of us. I will confirm my speculations when-” Maxilos was cut off again, this time by the sensoria console lighting up and chiming. “All sensoria are back online. Initiating scans.”

While the Techmarine got busy, Sicarius turned back to his command squad. “Brothers, we may not know where we are, but we still have our duty. We will pursue these Tyranids and wipe them out. Marcellus, prepare your squad. You may be needed for boarding actions.”

And to clean up the mess you leave when you go charging after a hive tyrant, Marcellus sulked behind his helmet. “We shall be ready, Captain.” He turned and strode out of the bridge.

Dannelos cleared his throat. “With your permission Captain, I should check on the armoury.” After receiving a nod from the Captain, he clunked a fist across his chestplate and left.

Sicarius tapped some buttons on the now-active communication console. “Attention, Ultramarines. We have passed through the warp storm unscathed, and we are in pursuit of the Tyranid splinter fleet. As of now, this ship is on maximum alert. Prepare for battle. Captain Sicarius out.” He flicked a switch, deactivating shipwide communications. “Techmarine, anything yet?”

“I have not been able to pinpoint our position. The stars do not match up with any known star charts. We are in a small solar system with an average-sized sun and one planet with a moon. I have not yet begun to scan the planet for life yet.” Maxilos paused for a second, as if he didn’t believe his findings. “Curious. The planet’s mass and size are roughly the same as Macragge. Judging by its coloration and visible atmospheric conditions, it may have a similar environment to Macragge’s.”

“We can worry about that later,” Sicarius snapped, becoming irritated with Maxilos’s droning tone and constant spouting of detail. “What of the Tyranids?”

“All four bio-ships have survived the warp storm and are currently above the dark side of the planet’s moon. Scans show three medium-tonnage vessels, commonly referred to as kraken, and one hive ship. They do not appear to have noticed our presence.”

A devious grin crept onto Sicarius’s features. “The element of surprise. We would do well to not waste this opportunity. Contact Techmarine Aegeus and check on his progress with the reactor. And prepare the bombardment cannon. It is high time that these scum received their punishment for Macragge.”

“I concur, Captain. Calibrating weapons systems now. I will contact Aegeus when I am done.”

While the Valin’s Revenge had passed through the warp storm largely unscathed, Ancient Maccabeus would use that term in the loosest possible way when referring to the occupants and cargo of the ship’s hangars. Maccabeus himself had managed to hold himself steady with his massive fist, as did Ultracius, the Dreadnought of the 2nd Company. Unfortunately, the several of the many vehicles stored in the hangar had torn free or their moorings and had gone sliding across the deck. A pair of Rhino APCs had both flipped onto their roofs and ended up halfway across the hangar. Several metres away, a crate of autocannon ammunition had broken open, spilling high-explosive shells everywhere. As Maccabeus moved to flip one of the Rhinos onto its tracks, a servitor shuffled across past the broken container and tripped on the autocannon rounds and got back up, only to trip again.

“We have quite the mess to clean up, Ancient.”

Maccabeus pivoted to see the small form of Scout Sergeant Darius picking his way though some toppled crates. Of course, small was a relative term, as Darius was quite tall for a Scout. He would only grow more as his body was further augmented and he was given a suit of sacred power armour.

“Sergeant. I was under the impression that all squads were preparing for battle.”

“Your assumption is correct, Ancient. Fortunately, my squad is rather efficient,” Darius responded with his typical calmness. Despite having drastically different battle roles and therefore very little contact with each other, Maccabeus had a great deal of respect for the Scout Sergeant. He was a calm, logical individual who truly believed in efficiency. It was testament to his skills as a leader that his squad of neophytes had already finished their battle preparations. Plus, he had seen Darius land a perfect sniper shot from over a kilometer that had destroyed an Ork Stompa by hitting a poorly placed fuel tank.

“Then might I also assume that you are not here to talk with an old warrior like me?”

“It was not my intention. I was going to check on our Land Speeder Storms, but I am always willing to speak with one wiser than me,” Darius said, sitting on a barrel of promethium.

If he still had an intact face, Maccabeus would have smiled. “You flatter me, Sergeant. I may have experience, but I doubt you will find stories of crushing Tyranids underfoot useful. It is Marines like you who deserve attention. You will be the future of our Chapter.”

Darius’s practically glowed at this praise. “Thank you, Ancient. However, I would be foolish to not ask you for advice.”

Maccabeus chuckled. “It appears I will have to divulge my secrets after all. But first, tell me what is happening out there. I have been cooped up in this hangar for to long.”

“We have emerged from the warp storm safely, and we have spotted the Tyranids. Four bio-ships, waiting on the dark side of a nearby moon.” The Scout Sergeant looked upward thoughtfully. “If I were to make judgments here, I would say that this is not typical xenos behaviour. Normally, they would never miss a chance to engage a solitary opponent. But not, they seem to me as if they are hiding.”

“An astute observation, Sergeant. This does very much seem like odd actions for such ravenous aliens.”

Darius’s expression became eager and he leaned forward. “Furthermore, while the moon itself is barren, the planet it orbits is at least home to large amounts of vegetation. I find it odd that the Tyranids have not yet landed.”

Maccabeus was impressed. The Scout Sergeant was far sharper than most would give him credit for being. “You are very well-informed.”

“I ran into Veteran Dannelos on my way here. He informed me of the situation.” Darius stood up and climbed into the cockpit of one of the two Land Speeder Storms that had been dislodged from their docking clamps. He flicked several switches, and was rewarded with the whine of the vehicle’s antigrav systems starting up. Gripping the throttle, he spun the vehicle around one-hundred-eighty degrees. “Good. Fully functional,” he said with a look of approval. “I have a feeling that we will need these soon. The Tyranids are sure to invade the planet.”

Inwardly, Maccabeus hoped that this would happen. Like most Space Marines, he detested space combat, as it was a rare occasion when he could actually participate. He preferred to have his feet firmly on the ground, face to face with his enemy, not stuck in a hangar, praying that the ship’s void shields would hold.

Darius checked the remaining Land Speeder and found it in perfect order. “Thank you for your time, Ancient.”

“It is I who should be thanking you, Sergeant. I have been cooped up in this hangar for too long.”

Darius bowed respectfully and left. Maccabeus’s thoughts turned to the upcoming battles. Captain Sicarius certainly does not lack zeal. I cannot remember any other Captain who would willingly lead his entire company into a warp storm to exact revenge. He turned and lifted a stricken Thunderfire Cannon, setting the massive weapon on its treads. Marcellus may have his doubts, but I believe that in Sicarius, the Ultramarines have a leader who would lead us through hell and back safely.

Ponyville, Equestria 8:55 am

Eventually, through the copious application of various types of salad dressing and butter, everypony managed to get Applejack’s hat off of Pinkie’s face. Unfortunately, the stench of vinegar soaking the carpet was making several ponies, Rarity in particular, quite nauseous, so they all decided to wait outside.

Spring mornings in Ponyville were nothing short of gorgeous. The skies were cloudless, allowing the bright sun to bathe the entire town in glorious, warm light. A gentle breeze blew through the branches of the library, and small songbirds flitted about, perching on trees, houses, and Fluttershy. Many early-rising ponies trotted about, enjoying this beautiful start of the day. Lyra and Bon Bon chatted amiably as they headed for their usual bench, Rose pulled a cart full of fresh flowers, and Ditzy “Derpy Hooves” Doo flew erratically across town, letters flying out of her mailbag. All in all, it was a wonderful day.

The bright, cheery scenery seemed to taunt Luna. Her mane and tail lay flat against her body, no longer flowing and twinkling as it did during the night. She was on the verge of panic, having been unable to stop worrying about Twilight.

She could end up stark raving mad after what she’s seen, she thought, doing a very believable impression of Twilight wearing a hole in the ground with her constant pacing. For all we know, we could have just let the aliens know where we are! If they have the ability to travel across galaxies or between universes, I cannot imagine what terror they could bring to Equestria!

“Excuse me Princess, but don’t you think that you’re worrying a little bit too much?” Rarity asked, sounding a little nervous herself. I’m sure that Princess Celestia will understand.”

My sister will be furious! I might have just invited aliens into Equestria, and almost killed Twilight in the process!

“Princess?”

Some Princess I am. All I’ve done is almost cover Equestria in eternal night, scare some foals silly on Nightmare Night, and now this disaster!

“Luna!”

Applejack’s use of Luna’s name snapped her back to the moment. “We… I am sorry, Applejack. I am rather concerned for what my sister will have to say about this whole disaster.”

Applejack looked up at Luna. “Listen here Luna. In mah experience, ya just gotta deal with things as they come up. If ya spend all yer time worryin’ ‘bout what might happen, yer always gonna be worryin’ ‘bout somethin’.” She stared out into the skies, probably watching for Celestia’s carriage. “And don’ worry ‘bout what yer sis is gonna say. She knows ya meant well, and Twi’s still breathin’. That little bookworm is tougher than she looks. Don’ worry, everythin’ll turn out right in the end.”

Luna was surprised at these reassuring words from the orange farmpony. She had always appreciated honesty, and hearing such plain truth coming from Applejack had calmed her nerves a great deal.

Luna was just about to thank Applejack when Rainbow Dash’s voice rang out. “Hey everypony! I see something! It’s Princess Celestia! And… oh wow. That’s a lot of guards.” Everypony turned their eyes towards the skies.

Celestia had certainly not come alone.

Rather than just her two usual carriage-pullers, she had pulled out all the stops. A full battalion of Equestrian Royal Guards was incoming. Squadrons of pegasus guards flew in perfect formation alongside the Princess’s gleaming carriage. Following behind it were the bulbous shapes of a pair of airships, the shapes of dozens of unicorn and earth pony guards lining their rails. Everypony, Luna included, stared blankly at the impressive sight of Equestrian military might.

The fleet of ponies had captured the attention of virtually everypony else in Ponyville. Lyra and Bon Bon both stood with their jaws hanging wide open. Down the road, Big Macintosh had set his apple cart down and was staring as well. The Mayor and her entire staff watched incredulously from the windows, doors, and even an air vent of the town hall.

Watching this awe-inspiring display sent chills down Rarity’s spine. Equestria had not been at war for centuries, so the Royal Guard served a primarily ceremonial role. The very idea of violent conflict absolutely terrified her.

Neatly disembarking from her bright golden carriage, Princess Celestia strode towards the assembled ponies outside the library, four Royal Guards flanking her.

Luna immediately stepped forward to greet her sister. “Sister! We did not expect you to arrive so promptly!”

“Luna, if I have learned anything during our reign over Equestria, it’s that I should listen to everypony, especially my sister. When I received your letter, I felt it best to take immediate action.”

“Ahem… Princess?” came a shaky voice from off to the side. Standing there was the Mayor, who looked likely to pass out from shock at any second. Several of her aides accompanied her, but they all seemed very interested in the colour of the library’s walls.

“Ah, Miss Mayor. I’m glad you’re here. I’ll need everypony in Ponyville here for an announcement.” Celestia glanced around at the gathering crowds of astonished ponies. “Though you may not have much to do by now.”

“Y-yes Princess! We’ll get right on that!” the Mayor said, her already huge diplomatic smile stretching even wider. After bowing for about the fourteenth time, she hurriedly dashed off.

Celestia turned back to Luna and her companions. “I think it would be best to discuss this matter in private.” She turned to her guards. “Captain Stormcaller, station your troops along the town limits. And make sure the town doesn’t panic.” The lead guard, a unicorn with elaborate armour, saluted briskly and left.

The white alicorn headed towards the library. “And I would very much like to know where Twilight Sparkle is.”

Luna’s blood ran cold and she shuddered in fear. Oh, heavens no. She’ll find out, and she’ll never forgive me…

Her despairing thoughts were interrupted by a nudge to the leg. Glancing down, she saw Applejack looking back up at her reproachfully. The farmpony’s hard stare said everything Luna needed to know. Just get it over with. Tell the truth. To punctuate these nonverbal messages, Applejack motioned towards the library door, where Celestia was just walking in.

Luna sighed, and followed her sister inside. Applejack is right. It is best that I meet this with dignity and grace.

“Where is Twilight Sparkle?”

Luna winced at the question, knowing the pain that her answer would cause.

She couldn’t say it, but she had to.

“Sister…” Luna glanced at the Element Bearers and Spike. Though they remained silent, their expressions made her heart feel like it was swelling in her ribcage, giving her the confidence to speak the truth.

“Celestia, Twilight Sparkle is unconscious.” Celestia’s eyes widened, not in anger, but in confusion. “What I found among the stars was a… distortion, of space and time. Twilight and I combined our magic in order to probe this distortion, but it… something is coming through it. Even after we had examined it, Twilight tried to probe it alone. She magical feedback almost killed her. If she had not passed out, she surely would have died.”

Everypony stood silent for a long time. Once Luna had begun her explanation, the words just wouldn’t stop coming out. It had felt like trying to hold water in a faucet while somepony steadily increased the water pressure.

“Is… is she all right?” Celestia asked, her voice sounding uncharacteristically frail.

“She is asleep right now, but we have been unable to wake her up.” As Luna watched, Celestia’s eyes quivered slightly.

That did it. Luna broke down completely, wrapping her neck around her sister and crying. “Oh Celly! I can’t believe I was so foalish! I knowingly put your student in danger that I didn’t understand and I didn’t even warn her! I can’t… I can’t…” her words stopped, swallowed up in a deluge of tears and sobbing.

Celestia stroke her sister’s mane gently. “Luna, it’s all right. It’s all right. You couldn’t have known,” she said soothingly.

Luna looked up, the fur around her eyes stained from her tears. “Celly, Twilight could be…” she stopped, unable to finish that thought.

“Luna, what matters is that she is alive right now, and that you just told me the truth. In times like these, we need to think of the positives.” Celestia smiled kindly. “And right now, I think one of those positives needs to stop crying so we can figure out what is happening.”

Luna released Celestia from her embrace, sniffling slightly. “Th-thank you, Celly. I was so worried.”

Celestia smiled again and turned to the five ponies and Spike. Applejack wore a proud smile, while Fluttershy and Rarity looked on the verge of happy tears. Pinkie Pie had gone far past that point and was now soaking the rug with streams of tears. Spike was doing his best to look nonchalant and failing, and Rainbow Dash was not doing much better.

“I thank all of you for supporting Luna. It is a good sign for all of Equestria that we have ponies such as yourselves.”

“Aw shoot, Princess,” Applejack said, scratching the back of her head in embarrassment.

“Now, I think it would best to wake up Twilight.”

The seven ponies and dragon then headed upstairs to Twilight’s bedroom, where Twilight lay. Her small purple frame sat curled up under the sheets.

“She looks so peaceful,” Fluttershy whispered. “I almost feel bad about waking her up.”

“Fluttershy, we’re going to need her if we’re gonna fight the aliens!” Rainbow Dash said, annoyed.

“Hush, my little ponies.” Celestia lowered her horn so that it gently touched Twilight’s forehead. It glowed with a soft white light. “Hmm…” Celestia said, pulled her head away.

“Is she all right?” Applejack asked, her eyes wide with concern.

“She is perfectly fine. The magic she used just took a lot out of her. All she really needed was some sleep.”

“Oh thank heavens for that,” Rarity said, dramatically raising a hoof to her forehead.

“Whoopee! I was gonna throw a ‘Get Well Soon’ party but now Twilight’s perfectly fine because she just needed sleep so now I can throw a ‘Hooray You’re Better’ party! We should wake her up so we can give her these cupcakes!” Pinkie bounced up and down happily, mysteriously producing a tray of cupcakes from somewhere.

“Pinkie, you heard the Princess,” Rarity admonished. “The poor filly needs some rest.”

“I believe it is safe to wake her up.”

Rarity spun, bewildered. “Oh by all means, Princess, wake poor Twilight up! I can’t stand to see her like this any more!”

Celestia’s horn glowed as she lowered it to Twilight’s forehead again. The soft glow spread from her horn to Twilight’s, creating a purplish nimbus of magical light around her head. Slowly, her eyelids flickered open.

“Ohhhhh, my head… what happ- Princess!” Twilight shot up with abruptness that startled even Pinkie Pie. She didn’t realize that she was still tangled in her sheets, and she flailed her limbs before flopping back into the bed.

“Relax, Twilight,” Celestia said. “It is nine-fifteen in the morning. Did you have a good night’s sleep?”

Twilight rubbed her eyes. “I had horrible dreams, Princess. They… ugh, I can hardly remember them now.”

Luna stepped forward. “Twilight, we need you to remember. What kind of dreams did you have?”

“Scary ones. All I can remember is monsters. There were these strange monsters everywhere. They were… oh my gosh they were destroying all of Equestria!”

“What?” Rainbow Dash burst out. “They must have been the aliens! What were they like? Tell us!”

“I don’t remember… all I know is that they were everywhere. And they were hungry.” After some confused looks from her friends, Twilight continued. “They spoke… well, not really. I just felt sensations in my mind from the monsters. There was nothing but hunger. Endless hunger. They wanted to consume everything!” Twilight shuddered and buried her face in her hooves.

Fluttershy and Rarity looked horrified. Everypony else looked concerned, except for Pinkie, who had been unable to resist the tray of cupcakes any longer.

“What kind of creature just wants to consume everything it meets?” Fluttershy asked fearfully.

“Well that settles it. We gotta be ready ta fight!” Applejack pounded a hoof.

“Yeah! No aliens are gonna consume Equestria on our watch!” Rainbow Dash put in. “Whatever ‘consume’ means.”

“It means to eat every part of something,” Twilight said with a roll of her eyes. “Don’t you ever open a dictionary?”

“Uh, I used it to prop up a table that had a broken leg?”

“Oh goody! Twilight’s back to normal! We can have our party now!”

“Wait! I can remember more!” Everypony clustered around the purple unicorn.

“Twilight, anything else you can remember would be extremely helpful,” Luna said encouragingly.

“During one of the dreams, somepony… no, something tried to contact me. It felt like somepony was looking through my mind. Whatever it was, I think it was searching for us.”

Celestia began pacing. “If it contacted you, it must have sensed that you were touching the distortion. But to do so would mean that whatever it was, it was magical.” The Princess was talking more to herself by now. “Aliens with magic? That’s impossible. We would’ve discovered them by now.”

“Princess, I don’t think it was magic,” Twilight said, trying to capture Celestia’s attention.

“If they are from another universe, how could they have magic? And how could they have the power to break into our universe? Travel between parallel universes is supposed to be impossible! Then again, that didn’t stop that one stallion. Still never found out his name…”

“SISTER!” Luna thundered, making everypony jump, scream, or both.

“What?”

Twilight spoke up again. “Princess, whatever this thing was, I don’t think it was magic.”

Celestia looked utterly taken aback. Luna, Rainbow Dash, Pinkie Pie, and Spike all made mental notes to remember her expression. It was priceless.

“Not magical? What do you mean?”

“It contacted my mind, but it felt… different.” Twilight turned to Luna. “Like when we probed the distortion, but… calmer. More controlled.”

Celestia furrowed her brow in concentration. “Go on. What did it do?”

“I only caught a glimpse of it before it disappeared. It was like somepony turned off the lights in my mind. After that, I couldn’t sense anything at all.”

“Disturbing,” Celestia’s expression changed from contemplative to determined. “I wish we had time to investigate this, but right now, we have a defence of Equestria to organize.” She turned and headed for the front door.

Everypony followed the Princesses out the door and through Ponyville. Lining the streets were the gold-armoured forms of the Royal Guards, standing stock-still and silent as statues. Rainbow Dash considered poking one to elicit a reaction, but quickly thought better of it.

In the town square, the Mayor was struggling to answer a barrage of questions from the gathered crowd, all of whom seemed to believe that their concerns were more valuable than those of the pony standing beside them.

“What the hay is going on here?”

“Where’s the Princess?”

“Is it Discord again?”

“We’ve been waiting forever! Tell us why we’re here!”

To her credit, the Mayor still managed to keep up the illusion of control. “Please, everypony! Relax! I am sure that the Princess will address any concerns that you may have.”

“Why isn’t she here? Did Nightmare Moon kidnap her?”

“Nightmare Moon is back? AAAAAAA!”

“Run! Hide!”

Princess Celestia shook her head in frustration, and launched herself into the air. Luna followed in a similar manner. The two alicorns soared over the heads of the crowd and landed on either side of the Mayor’s podium. A collective hush immediately came over the crowd.

“Citizens of Ponyville, do not fear.” Celestia’s voice rang out. “Princess Luna and I are here. You have no cause for panic.”

“Then why are you here?” came an inquisitive voice from the crowd.

“Last night, my student made a discovery that could affect all of Equestria. We came here to learn more about the matter, and to ensure the safety of Ponyville.” At the confused looks of most of the crowd, Celestia continued. “We are still unsure of the nature of this discovery, but we urge everypony to remain within Ponyville until this matter is resolved. Obey the guards; they are here to protect you. Rest assured, we will soon get to the bottom of this.”

The crowd remained silent. After a few seconds, some tentative clapping could be heard. The applause was infectious, and rapidly spread to the entire crowd.

“Thank you all for your cooperation. I shall turn this over to Captain Stormcaller. He will organize matters of defence.” With those words, the towering unicorn leader stepped forward.

Luna and Celestia took flight once again, landing near Twilight and her friends.

“That was quite the rousing speech, Princess,” Rarity said, smiling with approval.

“Thank you, Rarity,” Celestia replied. “As inspiring as my words were, I fear that we will soon need more than words. Right now, there is little to do but wait. Also, I do not wish to cause undue panic. It would be best if you did not bring up the topic of aliens until we know if they are actually coming.”

“Well I’m not gonna sit around waiting for aliens to show up and eat my face! Come on girls! Let’s see what we can do to help around here!”

Everypony nodded or voiced their approval at Rainbow Dash’s words, and they all took off at a gallop.

Luna sighed. “Rainbow Dash certainly does not lack spirit.”

“None of them do, Luna. But if things will be as bad as I fear, they will need all the spirit they have.”

M41.996 (Unknown Time) Nightside, Unknown Moon, Unknown System

The four Tyranid bio-ships floated silently in the shadows of the moon, looking more like oddly-shaped asteroids than living organisms. Their gnarled hides were as rough as stone and twice as durable. Along their bodies were the bumpy growths of their devastating bio-weapons. Long, sinuous tentacles waved lazily back and forth, like a forest of kelp in a gentle current. At a distance, the scene would have seemed eerily peaceful.

In rapid succession, three building-sized projectiles, glowing a burning red and leaving fiery orange trails in the wake, slammed into one of the kraken. The creature’s entire body convulsed violently, tentacles flailing in pain. The first two shells blew craters in its hide dozens of metres across, but the third sealed the organism’s fate. It struck dead center of one of the initial wounds, but instead of detonating instantly, it burrowed deep into flesh. When the shell could not penetrate any further, it detonated inside its prey. The kraken spasmed, jets of thick, black blood glinting as they poured from every orifice on its body. Finally, its thrashing subsided, and the fearsome creature died.

“Keep firing! Destroy them all!” Sicarius barked out orders to the bridge crew.

All throughout the bridge, Ultramarine deck officers examined consoles, shouting out reports as they filed in.

“First salvo has impacted. Second one primed in forty seconds.”

“Plasma reactors holding steady.”

“Short range batteries powered up and ready to engage.”

“Void shields at full power.”

Techmarine Maxilos tapped in commands on the navigation console. “Continuing on course, Captain.”

“Excellent. The element of surprise is very useful. Are the xenos responding?”

“Yes Captain. However, their movements do not suggest that they are coming to engage.”

Sicarius stopped and turned to Maxilos. “What do you mean? Explain.”

“After the death of the first kraken, the remaining bio-ships broke formation and are fleeing around the moon. This is highly irregular behaviour for Tyranids.”

Sicarius stared at the holographic display. Sure enough, the three remaining bio-ships were turning tail. “This fleet is a splinter of Hive Fleet Behemoth. It is likely that they have not fed recently.”

“I concur. Post-action analysis of our initial barrage shows that the durability of this particular kraken was far less than that of others on record. Without sufficient biomass, the craft of this fleet must have experienced severe atrophy. They apparently do not wish to risk an engagement, even with a lone ship.”

“Captain!” called a deck officer. “Sensoria show that the Tyranids are heading straight for the planet’s surface. They will make planetfall in approximately fifty-seven minutes.”

“Then we shall pursue them.” Sicarius turned to Veteran-Sergeant Daceus. “Take the Lions and begin our pre-battle rites. I will join you shortly.” Daceus nodded curtly and left.

Sicarius turned to the hololith, watching as the Tyranid ships glowed with the heat of atmospheric entry. “They shall not escape me again.”

Ponyville, Equestria, 10:28 am

Despite having no idea what could possibly have happened to necessitate a battalion of guards, the citizens of Ponyville performed admirably. The Apple family amassed a considerable stockpile of food in short order. Fluttershy went searching high and low for every little animal that she could find, bringing them safely within Ponyville’s borders. Cheerilee had turned the schoolhouse into a brightly coloured fortress where all the foals of Ponyville could hide. Of course, this assumed that the colts and fillies actually wanted to sit inside quietly.

Rainbow Dash and the Weather Patrol had collected a large amount of clouds, hoping to use them as lookout perches for any “space invaders,” as she called them. Several of the pegasi looked confused at the mention of space, but Rainbow Dash managed to deflect any questions with the ancient technique of “oh-look-at-the-time-I’ve-gotta-be-somewhere-bye!”

Several minutes later, she was hiding in a cloud, watching as Flitter and Cloudchaser flew by.

“Rainbow Dash! We finished moving those cumulus clouds! What do you need us to do next?”

“Oh, forget it Flitter. She said she had to be somewhere. Maybe the Princess needs her!”

Rainbow Dash sighed in relief as the two pegasi left and flopped down on the cloud, staring up into the skies. So pretty, she thought. No lousy aliens are gonna “consume” this on my watch! So blue, so many clouds, sunlight, big fiery rocks falling towards… huh? She snapped to attention, watching the strange sight. True enough, three huge, flaming objects were streaking through the sky. “What the hay are those?” she asked.

“Oh I don’t know! Maybe giant fireworks or something?”

Rainbow Dash yelped and leapt off the cloud. Turning around, she saw Pinkie Pie sticking her head through a few steps away from where she had been sitting.

“I’m not even gonna bother,” she said, rolling her eyes.

“Not gonna bother telling anypony about those giant flaming things you saw? Why not? Do you want it to be a surprise for everypony?”

“No, Pinkie. I was… never mind. Let’s head back down and tell everypony.”

“Okie dokie lokie! Do you have a pin? I need to get down!”

For some reason, Rainbow Dash was not surprised at all to see that Pinkie was suspended from a cluster of balloons. She hovered towards her and began untying the strings.

“Oooohh ow!” Pinkie yelped suddenly. “Watch it with that pin! You stuck me in the knee!”

“I don’t have a pin, Pinkie! Wait, does this mean…” Rainbow Dash looked up at her friend in horror. Their expressions matched perfectly as the both came to the same conclusion.

“PINCHY KNEE!” they both burst out.

“Something scary is gonna happen!”

“I know! Grab onto my back!” with Pinkie Pie hanging onto her, Rainbow Dash immediately flew full-speed towards Ponyville, scanning for either of the Princesses.

M41.996 (Unknown Time) Ultramarines Strike Cruiser Valin’s Revenge

“Geosynchronous orbit achieved. Initiating scans.” Maxilos droned.

Sicarius was not in a good mood. The aliens had escaped him again and worse, were making planetfall. The destruction of one kraken had done nothing to cool his temper, and it was clear to every Ultramarine present that he would not rest until every Tyranid burned. He paced angrily across the bridge, shooting glares at various screens and servitors. “Well, Techmarine? Where are the Tyranids?”

“The bio-ships have diverged across this large continent here,” Maxilos responded, indicating a map with a mechadendrite. “They split up and are most likely searching for large concentrations of biomass. All three ships are remaining within approximately a hundred-twenty kilometer radius of each other.”

Sicarius looked over the map, his tactician’s mind rapidly assessing the situation. “It appears that this ship has selected a landing site.”

Apothecary Venatio stepped forward. “Captain, that landing zone puts the xenos right next to this large forest. We will need to act quickly or they will spread throughout the forest and make our job that much harder.”

“Correct, Apothecary,” Maxilos said. “My scans are showing that this planet possesses extremely widespread florae. The splinter fleet could use this planet for fuel and possibly bring about a resurgence of Hive Fleet Behemoth.”

“Not while I draw breath,” Sicarius growled as he strode toward the communications console. “Warriors of Ultramar! The cursed Tyranids have made planetfall! If we do not wipe them out while we have the chance, they will use this planet to restore Hive Fleet Behemoth! The despoilers of Macragge! We shall not let this come to pass! All Ultramarines, to the gunships. Let the purgation begin!”

All throughout the decks of the Valin’s Revenge, thunderous battle cries rang out as the Space Marines mobilized for war.

One Ultramarine was not so enthusiastic in his battle preparations. Epistolary Argus had been plagued by splitting headaches ever since exiting the warp storm. The pain he could ignore, but his mind spun with images of another world.

To every other Ultramarine on board the Strike Cruiser, the details of the trip through the warp storm were a jumbled mess. The worst that had happened was a bruise caused by a flying bolter magazine, which the members of Squad Atavian had simply laughed off.

Argus’ mind had been filled with alien thoughts. Magnified by the storm, his consciousness had spread far and wide, allowing him to touch the mind of another. That entity had to be on the nearby planet, and he intended to find it. Its presence had been extremely unusual. Argus had known many other psykers in his time, from Imperial Guard battle-psykers to enigmatic Eldar warlocks, but the mind down on the planet had felt… unusual.

He grumbled in frustration, and entered the hangar bay, where the entire 2nd Company was embarking on the Revenge’s multitude of Thunderhawks.

“Epistolary!” Argus turned to see Veteran-Sergeant Daceus walking toward him. “Captain Sicarius has requested that you ride with him on board the Gladius,” he said, indicating Sicarius’ personal gunship.

“Very well. I hope that I can make use of my skills.”

Daceus nodded and left. As Argus watched, the assembled Ultramarines piled into their gunships. The massive craft could carry thirty Marines in their cavernous troop compartments, and still carried enough firepower to challenge a Titan. Argus smiled as he imagined the Ultramarines’ fleet sweeping over the battlefield, raining fiery death upon the xenos, then dropping off ground troops to clean up. It was nice to have something to take his mind off his headache.

Ponyville, Equestria 10:41 am

Princess Celestia shook her head, trying to make sense of the streams of words coming from the mouths of Pinkie Pie and Rainbow Dash. Even after about thirty seconds worth of talking, they still had yet to form a cohesive sentence.

“-And then I thought it was a needle but it wasn’t it was my knee being all pinchy!”

“-And we saw these giant flaming things falling from the sky! It must be the aliens!”

“-We should throw them a ‘Welcome-to-Ponyville-Please-Don’t-Consume-Everything-We-Hold-Dear’ party!”

Captain Stormcaller decided to put his hoof down. “Silence!” he barked in his best parade ground voice. Both mares froze in mid-sentence. “Miss Dash, please explain what happened,” he said, his voice low and even.

Rainbow Dash bristled slightly at being called “Miss,” but she explained what she had seen clearly. She explained how she had seen the three huge, flaming objects descending towards Equestria, heading in the general direction of the Everfree Forest.

Celestia and Stormcaller both looked concerned. Sending scouts through the forest was risky, as few who went in came out again, at least not in their original condition.

“If we hurry, we might still be able to see them!”

“Your Highness, I highly recommend sending a scouting team to at least find out what the hay is going on. If there is a potential threat to Equestria-”

“Yes, Captain,” Celestia interrupted. “Which is exactly why I am sending a scouting team in immediately.”

“Hey, I wanna help!” Rainbow Dash interjected. “I know the forest pretty well, and if something goes wrong, you’ll need somepony who can get back to Ponyville fast!”

Stormcaller was about to protest, but Celestia nodded her agreement with the cyan pegasus. “Meet up with Captain Sidewinder. He will be leading the scouting team.”

Rainbow Dash snapped a salute that was so overdone it made Stormcaller’s stomach threaten to evict his breakfast.

Pinkie Pie, however, remained at attention even after Rainbow Dash had left, her hoof held to her forehead in salute. Sweat beaded on her forehead and dripped to the ground. Stormcaller’s migraines, which hadn’t bothered him for several months, started coming back. Eventually, more out of his military professionalism than concern for Pinkie, he returned her comical salute with a crisp one of his own.

“Oh thanks Captain I don’t know how you guards can do things like that for so long I’ve always wondered how you stand still for so long and- OH WAIT! Can I go into the forest too? I need to make sure that Zecora knows what’s going on!”

Once again, Stormcaller was unable to protest as Celestia inexplicably gave the crazy pink pony permission to venture alone into the Everfree forest, which, on top of its usual population of dangerous creatures, was likely playing host to an alien invasion force.

As Pinkie bounced off, Celestia turned to Stormcaller. “Don’t worry so much. Even I cannot understand what goes on in that pony’s head. Despite her questionable mental capacity, she will come to no harm. Meanwhile, I believe we should discuss a plan of defence.”

M41.996 (Unknown Time) Ultramarines Thunderhawk Gunship Gladius

“Set us down on the forest’s northern border. We’ll clean out the warrior creatures first, then we’ll deal with the kraken.”

“Understood, Captain.”

The Gladius roared through the skies, flanked by its fellow gunships: Xiphos, Pilum, and Spatha, carrying a grand total of one-hundred-thirty-two Space Marines, ten of which wore Terminator armour, and a pair of Dreadnoughts.

“Xiphos, set down near the southeastern border. We should be able to surround the swarms that have already left their ship.” The Xiphos carried Scout Squad Darius, Tactical Squad Vorolanus, and Devastator Squad Atavian. Sergeant Vorolanus’s Thunderbolts had extensive experience in scouting and flanking maneuvers, and Atavian’s Titan Slayers could provide heavy support from a flanking position.

“All other gunships follow the Gladius in.” A chorus of acknowledgements filled Sicarius’s vox-bead. “Brothers, the souls of the Ultramarines’ fallen demand vengeance for Macragge! We shall answer!”

As one, the Ultramarines roared their assent and loaded their weapons. Near the back of the gunship’s troop bay, Sergeant Marcellus and Veteran Dannelos studied a screen that displayed the terrain outside.

“Heavily forested. Watch for Lictors.” Marcellus observed.

“Captain,” Dannelos switched the image to show the area outside the forest. “It appears that this planet is inhabited after all.”

Sicarius examined the screen. Near the eastern edge of the forest was a small, rural village. Sicarius raised an eyebrow as he looked closely. The structures appeared to be composed of wood, stone, and straw, but they were painted a wide variety of pastel colours. Despite this almost disturbingly cheerful aesthetic, the structures definitely looked like they were the products of intelligent design.

“Human?” Sicarius asked, switching on his vox-bead.

“Unknown,” came Maxilos’s voice from the engine chamber. “Comparisons to known structures, both human and nonhuman, are inconclusive. Scans do show that their dimensions seem to be made to accommodate fairly short individuals.”

“Then the Tyranids are still our top priority.” Sicarius activated his vox-system.

“Touching down. Purge the unclean, brothers.” At those words from the pilot, the Lions and Reavers of Macragge all charged out of the Thunderhawk, leading the first Ultramarine advance onto an unknown world.

Everfree Forest, Equestria 11:02 am

Rainbow Dash had a great deal of respect for the Equestrian Royal Guards, despite often enjoying a good laugh at their expense. They were stoic, dedicated professionals who would rather take a flying leap off a mountain than shirk their duties. Unfortunately, Captain Sidewinder was doing his best to destroy any respect she had for the guards. His pickup lines had been old before his mind even formulated them.

“I have to say, Miss Dash, you make my heart rate go from sixty to one-fifty in ten seconds flat,” he said, flashing that ridiculous grin of his. The three other pegasi on the team snickered to each other, and Rainbow Dash could have sworn that she heard them placing bets on the outcome.

This colt just doesn’t give up, she thought, rolling her eyes for about the seventeenth time.

“Sorry to interrupt such an intimate conversation, Captain, but I think you should see this.”

Sidewinder finally took his eyes off Rainbow Dash and trotted over to the other guards in the middle of a small clearing. “What is it, Star?” he asked, his attitude instantly changing to serious.

Shooting Star pointed a hoof at a patch of mud. “Tracks. They’re nothing like I’ve ever seen before.”

True enough, the tracks in the mud were bizarre. At first glance, they looked like a pony’s hoofprint, but closer inspection revealed several key differences. Instead of a smooth rounded shape, the fronts of the prints had several pointed extrusions that were most likely claws of some type.

“Well that’s actually a bit reassuring,” Sidewinder said.

Rainbow Dash cocked her head to the side in confusion. “How do giant hoofprints make you feel better?”

“It tells me that this alien or whatever it was isn’t particularly smart. It stepped right in the mud and left visible tracks. Makes tracking this thing a breeze.”

Rainbow Dash was still skeptical. “Uh, but don’t you think that maybe the alien wanted us to find the tracks? It could be trying to lead us into a trap!”

“You’re overthinking it, Miss Dash,” Shooting Star admonished. “Thinking like that just takes us in circles.”

Rainbow Dash sulked slightly at the implied insult, whether intentional or not. “Well then, how about we track the stupid thing?”

“Right. Judging by the position of the print, this thing was heading… that way.” Sidewinder pointed towards an edge of the clearing off to his left.

Shooting Star immediately headed in the indicated direction. “Come out, come out, wherever you are,” he said in an annoying singsong voice.

“Star, wait for us,” Sidewinder ordered.

“Relax Captain. Whatever made those tracks is long gone by now.”

Rainbow Dash saw it first. A strange shifting of the leaves in front of Shooting Star, like she was seeing them through water. The odd shimmer stretched upwards, like a shadow spreading as the sun moved.

“Star, get outta there!” she yelled, and launched herself towards him.

To his credit, the guard reacted almost instantly, flinging himself backward. But the odd shimmer blurred forward, unnaturally fast, and an extension of it clipped his side. Bright red blood spurted from the cut, staining his bleached white coat. He yelped in agony and surprise.

Rainbow Dash shot forward, grabbed the injured guard, and pulled a quick U-turn. Setting him down, she turned to face this new threat.

The shimmer crept forward slowly, like a cat stalking its prey. It was still almost invisible, but she could make out a large, hunched torso, two legs, and four arms, one of which glistened with Shooting Star’s blood.

“Fire!” Sidewinder barked, and he and the two uninjured guards fired the crossbows that they carried in harnesses on their backs. The metal bolts whizzed forward. One missed entirely, but the other two hit dead-on, embedding themselves in the chameleonic shape. They seemed to stop in midair, and began coming steadily back towards the group of pegasi. The shots hadn’t even slowed it down. Whatever the creature was, they had just irritated it. It hissed angrily as it came closer.

“Orders, sir?” one of the guards asked, his voice breaking with fear.

“Run!”

Ponyville, Equestria 11:04 am

Just outside the Everfree Forest, Pinkie Pie was bouncing happily past Fluttershy’s cottage, intending to tell Zecora what was going on.

“I wonder what kind of rhymes Zecora has today? I’m still waiting for her to come up with one that rhymes with orange.”

“Um, Pinkie? There’s no word that rhymes with orange.”

Pinkie froze in midair, and then spun to face the voice. The owner of the voice turned out to be Sweetie Belle, accompanied as always by Applebloom and Scootaloo.

“Oh hi Crusaders! Whatcha doing here? You should all be back at the schoolhouse!”

“We was helpin’ Miz Fluttershy get all her animal friends inside,” Applebloom answered. Scootaloo and Sweetie Belle nodded in agreement.

“And I was gonna deliver Miss Zecora’s mail!”

Pinkie and the Crusaders looked up to see Ditzy Doo circling above them, carrying a sack of letters.

“Oh goody I was gonna tell Zecora that she should come to Ponyville to be safe from the aliens oops!” Pinkie jammed a hoof in her mouth. “I don’t think I was supposed to say that!”

“Aliens don’t matter, batter! Mail still needs to be delivered on time, chime!”

The Crusaders giggled at the grey pegasus’s odd manner of speaking, but Pinkie silenced them with a reproachful glare.

“Okie dokie lokie! We’re going the same way, so why don’t we go together?”

Ditzy nodded enthusiastically, dropping letters everywhere. She smiled embarrassedly and snatched them up before they even touched the ground.

“Can we come with? Please please please?” Scootaloo asked, and all three Crusaders put on their best angelic smiles.

“You shouldn’t even be here! There aren’t any responsible ponies around to look after you!” The Crusader’s smiles only widened more. “What? Is there a responsible pony somewhere?” Their eyes remained locked on Pinkie. “Oh wait! Ditzy’s an adult, and she has fillies of her own! She’s responsible! She can look after all of us!”

The Crusaders’ smiles gained an edge of uncertainty, but they had accomplished their goal nonetheless. With Pinkie bouncing along in front, the five ponies headed down the road into the forest.

M41.996 (Unknown Time) Unknown Planet

The forest was silent; the Tyranids’ and Ultramarines’ landings had scared most animals off. Even with three full squads of Space Marines moving through it, the forest was still as silent as a tomb.

Scout-Sergeant Darius moved between the trees as fluidly as water and silent as smoke. Behind him, the nine Scouts of his squad followed, not making a sound. Further behind them, Sergeant Vorolanus’s power-armoured Tactical Squad moved forward as well, also silent despite their heavier wargear and greater size. Lastly, Sergeant Atavian’s Devastators brought up the rear, hauling the detachment’s heavy firepower.

Darius held up a fist slowly; the signal to halt. All thirty Marines froze. Scout Mikos slipped forward and stopped beside Darius. “See something?” he asked.

“Movement,” the Sergeant whispered back. “Sergeant Vorolanus, anything on the auspex?”

Vorolanus consulted with his auspex carrier over their vox-beads. “Unknown contact. Move up quietly.”

Darius nodded and pointed a hand forward, signaling the advance. “All squads, switch to melee wargear. We don’t want to get anyone’s attention.” Carefully, combat knife in hand, he crept through the undergrowth to get a glimpse of the new creature.

Everfree Forest, Equestria 11:11 am

Rainbow Dash flew like a crazed hummingbird, fuelled by terror. She swerved abruptly to avoid a tree, and the four guards followed suit. Whatever that… thing was, they had no way of hurting it.

After what seemed like hours of crazed flying through the dense forest, the five pegasi stopped in another clearing. All of them panted, the rush of adrenaline still pounding in their heads.

“We… couldn’t even see it… until it was right on top of us,” Sidewinder gasped, leaning on a tree trunk. “It’s like a chameleon!”

Shooting Star groaned in pain. “Uh, I hate to be a problem, but I think I’m bleeding to death.”

Frost Wind, the team’s designated medic, immediately opened his saddlebags and withdrew some salve and bandages.

“We don’t have much time. That thing is still out there, and we haven’t found the main group of aliens yet,” Sidewinder said.

“Hey, that thing almost killed Star!” Rainbow Dash burst out. “Forget the mission, we need to get outta here before it finds us again!”

Sidewinder was about to issue a caustic reply, when a horrible thought occurred to him. “Wait one minute. That thing left those tracks there, knowing that we’d find them. And why didn’t it kill us immediately? Maybe it’s smarter than we thought.”

Rainbow Dash’s blood nearly froze solid. “If it’s smart enough to lay one trap, who says it’s not leading us into another one?”

All five ponies fell silent, glancing at the trees around them as if any one could conceal another horrifying monster.

Their worst fears were confirmed when a spine-chilling hiss came from the trees.

“Clever girl,” Sidewinder said grimly.

“Me or the alien?” Rainbow Dash asked.

“Over there!” Frost Wind yelped, pointing at a bush. Everypony stared in horror at the pair of gleaming eyes in the shadows.

From under the bush crept not one, but countless creatures out of the pegasi’s worst nightmares. They were smaller than a pony, but they made up for that in sheer numbers. Each one had six limbs, of which the front two ended in wickedly sharp talons that made Rainbow Dash shudder just from looking at them. Their backs were covered with a dull blue shell, like some hideous overgrown insect, while their limbs and underbellies were the red of dried blood. However, the part that terrified the pegasi the most was the eyes. Tiny, sunken pits in the creatures’ small heads that bore no signs of intelligence, only the desire to consume all in their path.

“Now would be a very good time to leave,” Shooting Star said. The group turned to find themselves facing another swarm of the creatures, but these carried odd objects in their forelimbs that seemed to merge straight into their bodies. They looked disturbingly similar in function to the guards’ crossbows.

And behind that swarm towered the chameleon-creature. Now fully visible, it struck terror into the ponies’ hearts. Standing on two chitinous legs, it towered over three times the height of the guards. Its forelimbs ended in huge claws, but Rainbow Dash’s attention was drawn more to the massive limbs protruding from its shoulders. This extra set of limbs was covered in razor-sharp blades that had a frightening reach.

“Fly for it!” Sidewinder yelled, but his order was unnecessary. The ponies had already sprung airborne and were flying for Ponyville.

A howl of pain came from behind them. Turning around in midair, Rainbow Dash spotted Shooting Star spiraling to the ground, where the alien horde was swarming with activity. The pegasus had acquired a large hole through one of his wings, rendering him flightless.

“Help me!” he screamed as the monsters swarmed around him.

Rainbow Dash was about to turn back, but Sidewinder barked, “Keep flying! Don’t stop for anything!”

“But… Star! We can’t just leave him!”

“We can’t but we have to! It’s too late for him!” Sidewinder urged. Rainbow Dash’s eyes met his. Where there used to be a cocky, flirtatious guard captain, there was now a terrified, heartbroken pony who was forced to make an impossible decision. Tears brimming in her eyes, Rainbow Dash set her sights on Ponyville, Shooting Star’s screaming still ringing in her mind.

M41.996 (Unknown Time) Unknown Planet

One thing about Tyranids: they never left anywhere unscathed. Everywhere Sicarius looked, there were signs of disturbance. Uprooted trees, trampled plants, and a bewildering variety of tracks, ranging from the tiny prints of Termagants to the massive indentations of a Carnifex’s feet.

“Techmarine, what do you have?”

Maxilos tapped on his auspex. “The Tyranids are approximately half a kilometer ahead of us, and they have just increased their speed. I suspect that they have encountered the natives of this planet, and are in pursuit.”

“Good. They will be distracted. The element of surprise is still ours.” Sicarius glanced back at his battle-brothers. “Terminators, take point. Dreadnoughts and Tactical Squads, cover our left and right flanks. When we catch the Tyranids, Squads Ixilon and Strabo will sow confusion in the swarm. All other squads will advance and provide supporting fire.” Sicarius flicked the Tempest Blade on. Crackling blue energy sparked along its length. “Let’s crush some xenos.”

Everfree Forest, Equestria 11:13 am

Pinkie Pie bounced merrily along towards Zecora’s hut, humming one of her latest party jams. Behind her, the three bound-by-the-laws-of-physics Crusaders climbed over tree roots, rocks, and occasional packages dropped by Ditzy Doo. Scootaloo had lost count how many times that she wished that she could fly.

“Hi Zecora!” Pinkie smiled as she spotted the exotic-looking zebra slinking towards them. “Why are you moving all funny? It looks like you’re trying to hide from somepony!”

“Hush, my friends, and please stay here. We may have unexpected visitors, I fear,” Zecora whispered.

“New… visitors?” Pinkie Pie whispered. Her eyes went impossibly wide in shock.

“Oh, horseapples,” Applebloom muttered, knowing what was about to happen next.

“YOU FOUND THE ALIENS I NEED TO THROW THEM A ‘WELCOME-TO-PONYVILLE-DO-YOU-WANT-TO-BE-OUR-FRIENDS’ PARTY!”

“Ooh! Can we make muffins?”

Ponyville, Equestria 11:19 am

Thanks to the quick actions of Ponyville’s citizens and the Royal Guards, the small town boasted considerable defences. Sandbag barricades were deployed at choke points, clouds were ready for use as vantage points and lightning cannons (many ponies had been worried when they heard about the clouds, but they felt much better when they were informed of Ditzy Doo’s absence), and catapults and slingshots were primed for use as artillery. The earth pony guard in charge of the defences, Captain Stone Mason, had been in charge of defending a frontier town against buffalo stampedes before the truce at Appleloosa. He knew how to make defences last.

With these fortifications in place, there was little to do but wait. The Element Bearers, with the exception of Pinkie Pie, were all with the Princesses and Captain Stormcaller near the town borders. Everypony nervously scanned the tree line, expecting some hideous monster to come barreling out at any moment.

Applejack in particular was getting impatient. Knowing that Rainbow Dash was out in the forest didn’t help her mood.

“Jus’ like Rainbow Dash to go runnin’ off lookin’ fer danger! She’s gonna go an’ get herself killed!”

“Applejack, please calm down,” Fluttershy said meekly. “Rainbow Dash is the bravest pony I know, and I think she’ll be just fine.”

“Ah’m glad ya think so, Fluttershy,” Applejack replied appreciatively. “But it still don’t make me feel any better. That forest is dangerous at the best o’ times, and now there’s aliens in there!”

“Miss Applejack, you need not be so worried.” The two mares turned to see Stormcaller trotting up to them. “Captain Sidewinder and his squad are the best pegasus guards I have. They are not about to let one of the most important mares in Equestria get hurt.”

The unicorn captain’s honest words lessened Applejack’s fears somewhat, but she still couldn’t help but worry for her blue-furred friend.

“Thank you kindly, but I’ll feel a whole lot better when she’s standing here in front-“

“Incoming!”

The shout from above made everypony look up. Hurtling straight towards them were four pegasi, Captain Sidewinder at the front. He and the three guards flared their wings and landed, but the fourth pony shot past, leaving a multicoloured trail behind her.

“Rainbow Dash!” Applejack cried out and galloped toward her friend, who suddenly wheeled around and smacked headlong into the orange pony.

“Aliens everywhere! They’re like these giant bug-things and there’s so many of them they’re right behind us!”

Being a close friend of Pinkie Pie, Applejack could easily understand such rapid-fire words, but both Princesses looked utterly lost.
“Please, slow down and tell me-“

“Princess, there’s no time!” Sidewinder said. “Everything she said is true! There’s a horde of aliens coming this way! They’ll be on top of us in minutes!”

Stormcaller knew there was no time for debate. He began earnestly barking out orders to several squads of guards.

“Unicorns stay back! I want force fields and attack spells ready to go. Pegasi, when these things show up, I want you calling out their positions. Earth ponies-“

His words were cut short by a sudden scream of pain. Everypony’s eyes were drawn to the unicorn guard who screamed. He was pinned to the wall of the town clocktower by a massive spine.

They had little time to aid the stricken guard, because a hair-raising howl, one that no pony’s throat could have produced, came from the trees. Everypony turned towards the source of the noise.

Crashing through the trees was an unending swarm of horrors. Everywhere the ponies looked there was another terrifying set of talons, blades, and barbed tentacles coming straight towards Ponyville at blistering speed.

“WHAT ON EARTH ARE THOSE THINGS?”

In other circumstances, the Element Bearers would have thought it very strange that Rarity was the first one to burst out like that, but the carpet of chitinous death flowing towards them had a way of gripping their minds in fear.

“Stand your ground! Open fire!” Stormcaller barked, sounding more confident than he felt.

A hail of arrows, rocks, and occasional bolts of lightning from the clouds shot out. There were so many targets that they could hardly miss, and many of the smaller bug-aliens fell, transfixed by arrows.

The loss of their allies did nothing to hinder the oncoming horde, which simply trampled its injured underfoot as it charged. The swarm would be on top of the guards in seconds.

“Unicorns! Force fields, now!” Stormcaller thundered. The squad of unicorn mages lowered their horns and began channeling their magic. The air in front of the barricades shimmered like a desert mirage, tinged with a slight glow. Twilight leaned forward and added her considerable magical prowess to the shield. Her six friends cheered as the shield’s glow intensified.

Luna felt an awful sense of foreboding. “GUARDS, WAIT! YOU DO NOT KNOW WHAT COULD HAPPEN!” she urged, but she was too late. All along their ranks, unicorns suddenly contorted in pain, grasping their foreheads and horns. Twilight’s horn faded and she collapsed to the ground.

“NO!” Celestia cried as the shield fizzled out. Her horn began glowing as she tried to sustain it, but she was suddenly struck with blinding pain in her skull and lost her concentration.

With no shield blocking them, the bug-aliens surged forward. Smaller creatures swarmed forward, dragging guards down under sheer weight of numbers. As Rarity watched, a large, four-armed creature lashed out with a sinuous tendril, yanking a guard off his hooves and into the air, where he was skewered on the massive sword that grew out of one of the monster’s arms.

“Fall back! Fall back!” Stormcaller’s voice was barely audible over the din of the battle, but the guards got the message. Pegasi took to the skies, and unicorns and earth ponies galloped for their lives.

Several pegasi dropped like burst balloons as acidic green projectiles from a brood of small, skittering aliens struck them. The lucky ponies died before they hit the ground.

Fluttershy risked a glance back as she flew. One of the largest creatures, one that looked like a freakish crablike insect, reared up and roared. Its gaze met Fluttershy’s. Even at a distance, she could see the cold, soulless pits boring into her, telling her to surrender to despair.

Shrieking louder than she ever had before, Fluttershy flew to escape these monsters.

M41.996 (Unknown Time) Unknown Planet

“Darius, moving up!” the Sergeant hissed into his vox-system.

He lifted his combat knife and smashed through the trees, hoping to take the xenos by surprise.

Milliseconds after he spoke and began moving, the voice of Sergeant Vorolanus sounded in his ears. “Darius! Five more contacts! Moving to assist!”

“Emperor blast it!” Darius hissed. Instead of a lone sentry, he now had to contend with six unfamiliar xenos. His only hope was to eliminate them all before they raised an alarm. Hacking some leaves out of his way, he charged into the clearing to get his first look at the natives of this planet.

He certainly did not get what he expected.

First of all, they were small compared to him. The tallest one was only slightly more than a metre tall. They were quadrupeds, which wouldn’t have been unusual if not for the fact that they resembled miniature Terran horses, albeit with strange colours. The one closest Darius was a light grey with darker grey stripes, the three tiny ones with ridiculously disproportionate heads were a pale yellow, pearly white, and vivid orange respectively, the fourth was light grey and currently airborne. The one that caught Darius’s attention was the one that was an offensively bright shade of pink, and was bouncing up and down, seemingly in shock.

“What in Guilliman’s name?” Mikos exclaimed. At his outburst, the aliens scattered, except for the striped one and the pink one, who seemed to be stuck in an infinite loop of insane babbling.

“Melee only!” Darius barked. “For the Emperor!”

Ditzy Doo may not have been regarded as the smartest pegasus in Ponyville, but she was surprisingly intelligent when she needed to be. She dove straight down, swept up the three Crusaders in her forelegs, and shot up into the trees.

“Aaaaaaa…” all three fillies were screaming.

“They’re huge!”

“They’re blue!”

“They’re gonna hurt Pinkie Pie an’ Miz Zecora!”

Ditzy shot toward a massive tree with a convenient nook in its branches. “Stay here,” she said, firmly but gently, as if she were talking to Dinky Doo. “I’ll come back for you.” With those words hanging, she took off to help her friends.

In the meantime, Zecora was busy avoiding lightning-fast knife slashes from the first alien. Despite its massive size and heavy armour, the alien moved with incredible speed and skill. Zecora was quite physically capable; she spent much of her free time practicing her agility and balance, but she knew that it was only a matter of time before she made a mistake that cost her life.

Darius was rarely surprised at anything. So for him, having an ungainly-looking horse-alien somehow be able to evade every slash he made was an unnerving experience. He felt utterly incompetent to be outmatched by such an odd creature.

“Sergeant! Orders?”

“Stand down, Mikos! I’ll handle this one. Ultramarines, find the other xenos and surround this area!”

Sergeant Vorolanus plowed through some bushes, his armour’s auto-senses scanning the trees around him for any sign of the fleeing aliens. He kept his bolter holstered, instead opting to use his knife.

“Vorolanus! What’s going on?” Sergeant Atavian demanded through Vorolanus’s vox-bead.

“Xenos contacts. Negligible threat level. Situation under control.”

“Good. I’m taking the Titan Slayers around the clearing to prevent them from escaping.”

“Understood. Vorolanus out,” he switched to his own squad’s channel. “Thunderbolts, spread out, search pattern. They cannot hide forever.”

“Captain, we are nearing the edge of the forest. Orbital scans show that the forest edge is next to a xenos settlement,” Maxilos droned.

Sicarius nodded and advanced steadily, muttering battle-rites as he went. Marcellus’s Reavers smashed aside trees in their path with mighty blows from their powerfists, adding to the destruction already wrought by the Tyranids.

In a matter of minutes, the Ultramarines exited the gloomy forest into a brightly lit field of rich green grass. Across the field were the quaint forms of native structures. Choke points between several of them had been blocked off with sandbags, but simple barriers like those were no hindrance to Tyranids. Even a mere Hormagaunt could easily leap over barriers twice that height. Consequently, they were no issue for the armoured forms of the Ultramarines, who simply stepped over the bags and entered the xenos settlement. Sicarius was surprised to see the corpses of several gaunts in front of the barricades, killed apparently by primitive arrows. He saw no signs of the natives, but that was no surprise. Tyranids did not let bodies go to waste.

Every building was brightly coloured and looked almost like they had just been built. The doors on the buildings were tiny when compared to Space Marines; they barely came up to the aquila on Sicarius’s chestplate. Perhaps this could be a human settlement after all, he thought, but he pushed those thoughts away. If there were humans here, they wouldn’t last long against the Tyranids.

“What in the name of the Emperor are those?” Marcellus exclaimed as they reached a large plaza. In the center of the plaza, the horde of Tyranids was engaged in their typical brutal combat with a rapidly dwindling group of brightly coloured aliens.

At first, Sicarius suspected Eldar or Slaaneshi cultists, due to their garish colouration, but that idea was immediately dispelled. Even at a distance, he could tell that these aliens were nothing he had ever seen before. They were very short, probably only coming up to his waist at the most, and had four legs, looking curiously like horses.

Contemplating the mystery of these strange creatures would have to wait. There were Tyranids to kill. “Ultramarines, attack!” Sicarius thundered.

“Victoris Ultra!” roared more than a hundred Space Marines as they charged into battle.

Ponyville, Equestria 11:23 am

Rarity screamed in panic as she ran from yet another one of the slavering monsters. They had caught up with the ponies almost instantly, forcing them to turn and fight. With no weapons, she had tried to use her magic to fling her assailants away, but her abilities had deserted her. So she was left to try to escape.

For the third time, she felt the rush of air as the hissing alien missed her by inches. She let out a hoarse scream.

“Duck!” a voice yelled, and she complied. A gleaming sword swept over her head and struck the pouncing alien, laying its ribbed thorax open. Stinking black blood spilled over her.

She looked up to see the hefty form of Captain Stone Mason, who had saved her. “Madam, get out while you have the chance!” he urged as he sidestepped another leaping alien.

“No! I refuse to leave my friends!” she retorted, turning back into the swirling melee.

On the other side of the plaza, Princess Luna was struggling against a particularly unfriendly alien that carried a pair of bony swords. She had just seen those blades cut straight through five of the best soldiers in Equestria, and she did not want to take any chances.

“BEGONE, FOUL BEAST!” she bellowed, firing off an arc of lightning from her horn. Somehow, the presence of these creatures made it almost impossible to utilize magic, even for a powerful mage like her. The lightning knocked the beast back, but the strain sent Luna staggering as well. Thankfully, she recovered first and flung several sandbags at the stunned monster.

It hissed and slashed the bags out of the air, spilling their contents across the cobblestone ground. The alien made an odd chuffing sound, almost as if it were laughing at her feeble attacks.

So this is the way it all ends, she thought. Destroyed by forces that we did not even know existed.

Fluttershy was having problems of her own. She was currently dodging ground-splitting blows from the massive crab-monster she had seen earlier. Its massive claws dug furrows in the ground wherever they struck. The shy yellow pegasus squeaked in fear as she barely avoided yet another huge claw.

Unbeknownst to her, her animal companion, Angel Bunny, was bounding towards her. He may be a pain in the flank most of the time, but he genuinely cared about Fluttershy. To prove this, he dashed up and kicked the building-sized monster firmly in the foot.

The alien took no notice, but Fluttershy saw her fluffy white friend inches away from it. Her fears overridden, she shot forward and shielded him from harm with her body.

“Angel what are you doing here? Save yourself!”

The rabbit stubbornly shook his head.

Now aware that its prey was immobile, the alien roared in triumph and raised a foot to crush Fluttershy underneath. She cowered under her pink mane. Please let it be quick please let it be quick…

Two thunderous explosions sounded, echoing across all of Ponyville like the time when Pinkie left several ovens on for too long. Fluttershy looked up just in time for a shower of shattered alien shell to rain down on her. The crab-alien roared in pain, now missing a huge chunk of the bluish plates from its back.

The yellow pegasus scanned the town for the source of the disturbance. The smoke contrails led to the street where the bug-aliens had followed them.

Charging across the streets of Ponyville was another group of aliens. Their entire bodies were a rich blue colour with occasional variations of white, silver, or gold. All of them stood tall on two legs, and in their arms they carried strange-looking devices that spewed gouts of fire and smoke as they ran.

At least a hundred of these new aliens stormed across the plaza towards the swirling melee. Many of the bug-aliens turned to engage this new threat, ponies temporarily forgotten. Most importantly, the huge crab-alien menacing Fluttershy seemed to forget her entirely and advanced toward this new threat.

Feeling a paw nudging against her foreleg, Fluttershy looked down. Angel Bunny stood there, giving her a look that distinctly said Now would be a very good time to leave.

Marcellus led the Ultramarines’ charge across the settlement, blazing away with his storm bolter. The shots from his shoulder-mounted missile racks had been true, blowing great chunks of shell off of a rampaging Carnifex. At his sides, his battle-brothers opened fire with their bolters, cutting through the first ranks of Tyranids with deadly accuracy. Dreadnoughts Maccabeus and Ultracius charged forward, their arm-mounted weapons roaring with righteous fire. The air was alive with weapon discharges and battle cries. Marcellus took aim and unleashed a second pair of krak missiles as he ran. The armour-piercing warheads streaked out, and he was rewarded with a roar of pain from the Carnifex as its legs were blown out from under it.

The distance between the Tyranids and Ultramarines was closing fast. Soon, this battle would become quick and brutal as both sides engaged in melee combat. Without ceasing fire, Marcellus activated his powerfist and drew it back to smash the first Tyranid in his path.

“For the Emperor!” he roared as the two armies collided.

Across the town square, ponies fled in a panic. The aliens had butchered their way straight through an entire guard battalion and would have kept going, if a second force of aliens hadn’t attacked them. Ponies everywhere stood dumbstruck by the sheer violence unleashed by both sides. The bug-aliens fought with tooth-and-claw ferocity, the huge blue aliens with relentless precision and skill.

Lyra stood, staring into the melee. Her eyes were wide, not with fear, but with ecstatic glee.

“See, Bon Bon! I told you they were real! And they have hands!” she cried giddily, bouncing up and down.

“You can brag later! Just run!”

Princess Celestia had seen many things during her long centuries. She’d seen hordes of angry Diamond Dogs pillage a town for valuables, dragons incinerating stretches of farmland, and Discord wreaking all kinds of chaos across Equestria. But nothing she had seen could measure up to the spectacle of this battle.

The newer aliens could not have possibly been more different from the bug-aliens. They were huge, towering over even Celestia herself, and they moved with relentless speed and purpose. Everything about them seemed powerful and implacable.

The Princess was completely out of her depth here, so she reacted to the situation like everypony else did. She stared in awe.

After several seconds of trying to make sense of the entire day, her mind began racing. Several facts presented themselves in her mind in quick succession.

First of all, these new aliens did not seem to be interested in the ponies at all, or, most likely did not consider them a threat. She hoped that it would stay that way.

Second, these blue giants were incredible warriors. As she watched, the lead alien smashed several bug-aliens aside with one sweep of its massive armoured fist. They simply did not seem to be taking casualties.

Third, despite their phenomenal combat skills, the newcomers were sorely outnumbered. Every one of them was fighting at least three bug-aliens simultaneously.

Finally, now that their enemies were distracted, the guards could organize a retreat. “Captain!” Celestia called. “Now’s your chance. Get the injured out of here.” She scanned the carnage around her, praying that her student and her friends were not among the broken bodies strewn about. “Twilight! Where are you?”

“Over here,” came Twilight’s shaky voice as she stepped out from behind some bushes. Her friends emerged from hiding as well. None of them looked injured.

“Well. At least this day’s been interesting,” Spike said with an awkward shrug. Everypony gave him a stare. “Hang on,” he said, glancing about. “Where’s Applejack?”

Everpony’s blood ran cold. The blond farmpony was nowhere to be seen.

With a flapping of wings and a thud, Princess Luna landed painfully beside her sister. “I…saw her…fighting,” she choked out, wobbling unsteadily from her wounds.

Ancient Maccabeus laughed heartily as he crushed yet another Tyranid warrior in his powerfist. It had been far too long since he last felt the rapture that battle brought him.

A glob of green bio-acid from another Tyranid warrior splattered across his body, scorching a patch of paint off. Turing to face the alien, Maccabeus unleashed a ravening blast from his multi-melta, turning the target and any others near it into steaming piles of offal.

“Ancient!” came the voice of Captain Sicarius through his vox-system. “Carnifex! Take it out!”

Maccabeus scanned the battlefield and spotting the surviving Carnifex. The first one had fallen to some well-placed missiles from Sergeant Marcellus, but the second one still lived, and was currently giving Sergeant Ixion’s Avengers some difficulty. The Assault Sergeant was smashing his powerfist into the beast’s sides, while his squad hacked at it with their chainswords. Unfortunately, their attacks had little effect.

“Stand back, brother,” Maccabeus rumbled. “I shall end this creature.”

Applejack had always been an exceptionally stubborn pony. When the horde of bug-aliens attacked, she ignored the words of the Royal Guards and joined the fight herself. She had several deep cuts and scrapes from the fighting, but she had inflicted her fair share of damage. Several of the smaller aliens lay dazed on the ground after a sound bucking from her rear hooves.

Then the huge blue aliens arrived, and things got interesting.

The bug-aliens had seemingly lost interest in the ponies and left to fight the newcomers, but Applejack and several guards had gotten swept up in the melee, and were now forced to contend with two groups of aliens bent on ripping each other limb from limb.

“Aw, horseapples,” she muttered as she ducked under a gout of flame that one of the blue aliens fired at its opponents. She escaped but she smelled burnt hair.

As if her close brush with being roasted wasn’t enough, the ground around her began shaking. She threw herself to the side as a pair of massive figures pounded by. One was the massive crab-alien like the one that had attacked Fluttershy, and the other was a huge, mechanical thing with stubby legs. The crab-monster was forcing the massive machine back, step by step, with relentless blows from its huge claws. As Applejack watched, it seized one of the machine’s arms in a claw, leaving it very exposed. The two massive figures grappled, each trying to force the other off-balance.

Maccabeus was regretting challenging the Carnifex up close. With only one close-combat limb to the alien’s two, he had steadily lost ground. Now, with his multi-melta pinned, it was only a matter of time before a claw smashed his sarcophagus.

“Burn, abomination!” Maccabeus bellowed, blasting a wave of promethium from his heavy flamer over his opponent.

As flames washed over the two fighters, Applejack made a snap decision. Upon later review, she would claim that she hadn’t been thinking entirely straight when she made it.

She galloped forward, leaping gracefully over a smaller alien that was burning to death, and headed straight for the crab-alien.

Maccabeus’s optic sensors caught a flash of orange out of the corner of his vision. Turning his camera, he spotted one of the diminutive horse-creatures that the Tyranids had been butchering earlier. The small alien was charging straight towards the two dueling juggernauts, its mane flapping in the wind.

Realization struck Maccabeus in an instant, and he threw every kilogram of his titanic weight forward, forcing the Carnifex onto its heels.

“Aw, hay with it!” Applejack yelled, and spun around mere feet from the crab-monster. “Yee-haw!” she yelled as she delivered a mighty buck to the monster’s ankles. Pain exploded through her legs, and she staggered away, collapsing shortly thereafter.

The orange alien’s gambit had worked, and the Carnifex tipped over, flailing its limbs. Bracing himself firmly against the ground, Maccabeus wrenched his body backward, breaking its grip on his multi-melta.

He quickly aimed the massive weapon at the Carnifex’s head. With a bright flash and hissing of vaporized fluids and flesh, its head simply disappeared.

“No xenos shall stand before me and live,” he growled. He spotted the horse-alien limping away. For a moment he considered setting it ablaze with his flamer, but he thought better of it, and turned back to the raging battle.

Arcs of bluish-white lightning leapt from Argus’s fingers as he blasted another swarm of Hormagaunts into oblivion. The presence of the Tyranids was severely limiting his psychic abilities, but he still had some talents available.

“Feel the Emperor’s wrath!” he shouted, his force axe severing a clawed arm that slashed at him. He then turned toward the arm’s former owner, and called upon the warp once again. At the moment, drawing warp-energy felt like dragging a Vindicator siege tank through mud, but Argus managed to succeed, and vivid red flames blasted out of his eyes, setting the Tyranid ablaze.

Leaving his opponent to die, Argus scanned for a new adversary. As he searched, he spotted Captain Sicarius, right in the thick of the action. He and Company Champion Gaius Prabian stood back-to-back, fending off three Tyranid warriors. Prabian held a defensive stance, parrying blows with his combat shield and then countering. Sicarius was the polar opposite. He threw himself at his enemy, forcing it back with merciless blows.

Argus had seen Sicarius’s swordsmanship before, but it had never failed to astound him with its elegance and sheer lethality.

As he watched, the Captain forced the Tyranid Prime’s boneswords down. The alien hissed and tried to back away. Surging forward, Sicarius rammed the Tempest Blade into the Tyranid’s face, driving it in all the way to the hilt.

With the Prime dead, the remainder of the swarm immediately lost all coordination, leaving themselves easy pickings for the Ultramarines.

Rarity simply couldn’t believe her eyes. The utter violence that the aliens had wrought was enormous. Dead bodies lay everywhere, many of them unrecognizable.

“Oh, my heavens,” she breathed. “What madness is this?”

The battle had caused terrible damage to the Royal Guards. The formerly fifty-strong battalion was reduced to a mere sixteen. All of the survivors bore grievous injuries.

The Element Bearers were a mess. Disheveled manes and tails, deep cuts, and bruises were everywhere. Even the Princesses had been injured, Luna in particular. She bore a massive wound down her elegant neck, and she limped slightly, holding a forehoof out painfully.

“Princess!” Rainbow Dash yelled. “Those things are coming this way!”

Sure enough, several of the huge blue aliens were striding towards the surviving ponies. They didn’t appear aggressive yet, but it was hard for Rarity to stop hyperventilating all the same.

“Your Highnesses, get to safety. We will buy you some time,” Stormcaller said, placing himself in front of Celestia.

“Captain, if they wanted to kill us, they would have done so already. I think they have something else in mind,” Celestia replied. “Everypony stay still. Do not make any sudden movements.”

Rarity finally had a chance to observe the aliens closely. They were bipedal, with thick, tree trunk-like legs, and arms that ended in hands with five dexterous fingers. Her eye for detail quickly allowed her to realize that the aliens were not blue giants. Instead, each one was wearing more armour than the entire guard battalion. The armour was predominantly blue, with some parts a gleaming gold, such as the borders of their ridiculously oversized shoulder pads. Set in the center of their broad chests were huge golden icons of eagles, an image that was repeated everywhere with at least four variations. In their hands they carried a variety of objects that were obviously some sort of weapons, ranging from an ornate sword to an unfeasibly huge armoured gauntlet that was splattered with bug-alien bits.

But most frightening of all were their eyes. Their faces were all concealed behind helmets, and the eyes of these helmets were a deep red. They glowed slightly, as if lit from within, and lacked any variation in colour. Rarity felt those horrible, glowing eyes boring into her, just waiting for an excuse to kill her like one of the bug-aliens.

Glancing at her friends told her that they were feeling the exact same way.

Captain Sicarius strode towards the small group of aliens, flanked by Marcellus, Argus, and Maxilos. The aliens seemed utterly paralyzed with fear at the sight of him.

“All squads, defensive perimeter on the approach to the settlement. Do not engage the natives without my orders.”

“Understood, Captain,” Sergeant Daceus replied.

Sicarius turned back to the aliens, stopping several metres in front of them. He quickly looked them over. True enough, they resembled Terran horses, but with massive heads and eyes, as well as strange colours. Two of them were about the size of a normal human; much taller and more elegant-looking. One of them was a brilliant white colour, with a mane and tail that seemed to be made out of rainbows. Its smaller counterpart was a midnight blue with a lighter blue mane and tail that laid flat. Judging by the crowns and jewelry that they wore, these two were some sort of royalty.

“Brothers, I am going to try speaking with these creatures,” Sicarius informed his companions through his vox-system, so only they could hear it. “We do not yet know if they are a threat, and it would be wise to learn more about them.”

Switching to his external speakers, Sicarius addressed these pastel aliens. “I am Captain Cato Sicarius of the Ultramarines 2nd Company. Identify yourselves.”

Everypony jumped as one of the huge figures spoke. The speaker was unmistakably their leader, as it wore the most elaborate armour and stood at the head of their formation. Its voice was distorted and mechanical, but it made no difference. Nopony could understand a word of its language.

Celestia felt her heart rate rising. If they could not even communicate, there was little chance of this encounter ending well.

Gathering up her courage, she spoke in return. “I am Princess Celestia of Equestria. What are you creatures?”

“Analyzing voice patterns. Complete. Their language does not match any known language.”

Marcellus clenched his powerfist. “Captain, this is getting us nowhere. We should exterminate these xenos and return our attention to the Tyranids.”

“Patience, brother,” Argus said. “I believe that I may be able to solve some problems.” He bowed his head slightly and closed his eyes in concentration.

Twilight and Luna felt it immediately; a strange presence in their minds. To Luna, it was unfamiliar, but Twilight recognized it immediately. Whatever this was, it was the consciousness that had contacted her in her dreams.

What are you? she asked with her thoughts.

To her great surprise, a low male voice sounded in her mind. What are you?

You can understand me? she asked.

Yes, the voice replied. My brothers lack my abilities. They cannot understand anything you or your friends might say.

I…I think I can fix that, she replied, and concentrated on a spell. It was a simple translation spell that had been in use for centuries. It functioned by reading the thoughts of each party and subconsciously translating them into recognizable languages.

Allow me to assist, the voice added, and Twilight suddenly felt her mind…expand. Images rushed through her mind. Huge planets covered in cities. Soaring citadels of golden metal. Untold trillions of aliens, in a vast empire that spanned an entire galaxy.

Abruptly, the images running through her mind changed. She saw a huge, raging battlefield, where the blue-armoured giants fought the bug-aliens on fields of snow and ice. Millions of the skittering horrors flowed across the ground, completely obscuring the white snow under a carpet of red and blue carapace.

The armoured aliens stood their ground, the strange devices in their hands spewing fire and thunder. As the bug-aliens closed the distance, squads of defenders rushed out to meet them. Some charged on foot, firing at they went, while others launched themselves into the air on plumes of fire, knocking their adversaries airborne as they smashed into the ground.

You have seen where we come from, the voice sounded in her mind. Perhaps that will help.

“Argus! What’s happening?” Marcellus exclaimed. As he watched, the small purple alien with a short horn on its forehead had begun doing something. Its horn had begun glowing, and a matching purple glow had appeared around Argus’s helmet.

“Stay your weapons, Marcellus,” Sicarius ordered. The Terminator complied, but he held his storm bolter at the ready nevertheless.

“What’s going on?” Rainbow Dash burst out. “What’s happening to Twilight?”

Celestia’s eyes shot between Twilight Sparkle and the massive alien. “I don’t know! Something’s happened…”

“...but I don’t know what! Her horn started glowing, then the alien started glowing…”

Marcellus’s eyes went wide under his helmet. The tall white alien had suddenly lapsed into Low Gothic.

Unable to contain his surprise, he barked out “I understood that!”

Everypony jumped as the towering, hunchbacked alien spoke.

“It spoke Equestrian!” Rarity blurted. Its voice sounded like it had been gargling with steel wool, but it was clearly understandable.

“Equestrian? Is that the language of this world?” another of the aliens asked. “What are you creatures?”

Princess Celestia drew herself to her full height and spread her wings regally. “I am Princess Celestia of Equestria. These ponies are my friends and subjects. Now, what in the world are you?”

The leader of the huge aliens stepped forward, its long cape billowing behind it. “I am Captain Cato Sicarius of the Ultramarines 2nd Company. These are my battle-brothers, Marcellus, Argus, and Maxilos.” He indicated each of his companions in turn. “We came here in pursuit of a Tyranid fleet.”

“Tyranids?” Luna interrupted. “Are those the creatures that you killed?”

“Yes. They are the oldest enemies of the Ultramarines Chapter. We seek to exact vengeance for our brothers that they have killed.”

“You still have not answered my question. You told us your names, but what are you? What species?” Celestia asked insistently.

“You dare make demands of the Ultramarines?” the alien identified as Marcellus snapped. “If not for the Captain’s orders, I would kill you on the spot.”

Fluttershy let out an “eep” of fear and flopped down in a dead faint.

Sicarius seemed to tolerate the accidental impoliteness. “We are the Adeptus Astartes. Angels of Death. The Space Marines. We are humans, but we are much more.”

Celestia’s heart hammered against her ribs. These “Space Marines” were like nothing she had ever imagined. But she had to see them, eye to eye.

Slowly, but firmly, Celestia spoke. “Show yourself.”

Marcellus snapped the massive weapon in his hand up, but Sicarius raised a hand. “As you wish.”

The Ultramarine reached up and placed its hands on the sides of his head. With a clicking sound and this hiss of escaping air, he lifted the helmet off.

At first, Rainbow Dash thought he was removing his head entirely, but then she caught a glimpse of light tan skin. With the helmet all the way off, she could finally lay eyes on the Space Marine’s actual face.

He lacked fur, except for a patch of short brown hair streaked with grey on top of his head. The flesh of his face was rough and scarred. Compared to a pony, his head and all its features were comically small. He had a short, pointed nose, a firm jaw, and small ears set on the sides of his head. His eyes were small, almost beady, but they shone a cold, bluish-grey colour and stared intently, without blinking. This was the kind of creature that simply wouldn’t take “no” for an answer.

“It appears that the Tyranids have taken an interest in your “ponies,” Princess,” Sicarius said. Without the distortion of his helmet, his voice was low and even, but perfectly clear. “They will soon return.”

“But…you killed them all,” Rainbow Dash pointed out. “And the other ones I saw in the sky landed really far away. How can they know where we are?”

“The Tyranids are controlled by a entity known as the Hive Mind.” Everypony winced at the painful, rasping tones of Maxilos. “The Hive Mind is a gestalt consciousness comprised entirely of psychic energy. It oversees and directs the actions of every Tyranid within synapse range, concentrated and magnified by the presences of its commanding organisms. It compiles all sensorial data from every Tyranid in existence.”

“Wow,” Rainbow Dash said with an approving nod. “He’s an even bigger egghead than you are, Twilight.”

Despite the imposing presences of the Space Marines, Twilight couldn’t help but groan in frustration.

“Simply put, every Tyranid is linked to every other Tyranid. All data they collect is communal,” Maxilos added.

Rainbow Dash still stared in confusion.

Though his tone remained unchanged, the Techmarine was obviously laying on the sarcasm. “Every Tyranid knows what every other Tyranid knows.”

“Oh,” the blue pegasus said, sounding somewhat disappointed. “It kinda sounded cooler the first time you explained it.”

“So there will be more of those horrid beasts?” Rarity asked.

“Undoubtedly. A total of three Tyranid bio-ships made planetfall. With plentiful biomass available to fuel their reproduction, they will be able to consume this entire planet.”

Sicarius’s words rendered everypony silent. Shockingly enough, it was Fluttershy who broke the stillness.

“What can we do? Now we’re all weak and helpless, not just me.” She looked up at Sicarius, meeting his iron gaze. “Please, Captain. Can you help us?” Her wide blue eyes quivered slightly, and tears of fear formed at their edges. It was the most heart-wrenching, yet at the same time, the most adorable expression she had ever made. Even Rainbow Dash sniffled slightly at the sheer power of cuteness.

As a Space Marine, Sicarius was utterly indifferent to things that would reduce a normal human to tears. Yet for all his centuries of battle experience, he was still a human at the core, and something about the timid yellow pony’s face and words had reached that core.

“You ponies are unlike anything I have ever seen. Your safety is now in the hands of the Ultramarines 2nd Company.”

M41.996 (Unknown Time) Unknown Planet

“Sergeant Daceus, repeat last transmission.”

“The Tyranids have been exterminated. Orders are to regroup in the centre of the xenos settlement. By the Captain’s orders, do not, I repeat, do not engage the horse-aliens. Regard them as noncombatants,” the Veteran-Sergeant repeated.

“Are they intelligent?” Darius asked, trying to find a plausible reason for sparing the xenos.

“Apparently so. One of them appears to be a psyker of sorts. It did something with the Epistolary, so now we’re translating each other’s languages. We can understand them, and they can understand us.”

“Understood. Moving to rendezvous now,” Darius switched off his vox-bead and turned to Sergeant Vorolanus.

“Do you-” they said simultaneously.

“No I-”

“If this is-”

Their verbal antics were interrupted by a fit of hysterical giggling from the bright pink alien, who had mysteriously appeared in the crook of a tree.

“You guys are so much funnier now that I can understand you!” she cackled, rolling on the ground.

Darius and Vorolanus looked at each other again.

“Emperor preserve us,” Vorolanus muttered. Darius could only nod in assent.

Drawn out by the conversation, the remaining horse-aliens appeared. The grey wall-eyed one flapped its wings and flew right up to the Tactical Sergeant’s face.

“Hiya! Do you like muffins?”

SMBFFs

Chapter 5: SMBFFs

M41.996 12:10 pm (Equestria time) Everfree Forest

“…and now you’re here! This is so great I can’t wait to introduce you to all my friends we can have a giant ‘We Have New Alien Friends’ party! We’ll have cake and games and music-”

“And muffins!”

“You’re right Ditzy we’ll have muffins too this is going to be so great!”

Sergeant Vorolanus had given up trying to comprehend the endless stream of words coming from the pink alien’s mouth. Ever since the Ultramarines stopped attacking, she had been talking nonstop. She had barely given them the opportunity to identify themselves as Ultramarines before immediately babbling about how silly that name sounded, the fact that it was a colour, and how much another pony called “Rarity” would love the colours and designs on their armour. She bounced crazily among Vorolanus’s Thunderbolts, babbling about topics ranging from parties to parties.

“I’ve seen eldar Harlequins sit still for longer than this one,” Sergeant Atavian remarked dryly.

“It seems that they share the fascination with bright colours,” Vorolanus replied. He glanced over at Scout-Sergeant Darius, who was the current recipient of a lengthy dissertation on the topic of balloons. Once again, he praised the Emperor for his sealed helmet, allowing him to have a conversation in peace.

“Scipio.” It was rare for anyone outside Sergeant Vorolanus’s squad to call him by his first name. Usually if anyone did, it was because they had personal matters to discuss.

“I know what you’re going to say, Maxima,” Vorolanus replied, turning to face his battle-brother. “You might as well say it.”

“This is highly… irregular,” Atavian said hesitantly.

“Irregular? A grey horse-alien just flew up to me and asked, in perfect Gothic, if I like muffins. I would certainly define this day as ‘irregular.’”

Atavian caught up with the Tactical Sergeant. “True,” he replied. “But that wasn’t really my point.” He glanced over at the striped horse-alien, which appeared to be sheltering the three smaller ones. “What is Sicarius thinking?” he asked, not really speaking to anyone in particular. “Sparing xenos? Chaplain Trajan would have his head for this.”

“Then it is fortunate for the 2nd that he is not here.” Vorolanus scanned the woods ahead of them, eager to take his mind off of such a difficult matter. Everything he saw was absolutely teeming with life, contrasting sharply with the rugged, mountainous terrain of Maccrage. Dark, gnarled trees stretched their limbs, intertwining them in a thick canopy that cast a dull gloom over the forest. Switching his helmet’s vents open, he inhaled deeply, allowing the damp, rich scent of wood and other vegetation fill his three lungs.

Abruptly, the serene scene was invaded by a violently pink horse-shaped form. The alien bounced back and forth, somehow managing to reach Vorolanus’s eye level with each gravity-defying hop.

“Wow, you guys don’t talk that much are you shy or something?” it asked excitedly, apparently not intimidated by Vorolanus’s armoured, faceless visage.

The damned thing isn’t scared in the slightest, he thought, somewhat irritated. Switching his external speakers on, he addressed the strange pink alien. “What do you want, creature?” he growled, unconsciously raising his chainsword slightly.

“My name isn’t ‘creature’ it’s Pinkie Pie! But you can call me Pinkie! After all we’re going to be best friends! You’re going to have so much fun at my party! We’ll have pie and muffins and we’ll dance and sing and we’re all gonna party hard!”

“Muffins!” came the voice of the grey, winged horse-alien. “What kinds of muffins do you guys like? My favorite is oatmeal raisin!” She smiled brightly, as if extremely proud of herself.

Vorolanus felt his temper rising, and his thumb hovered over the activation stud of his chainsword.

“Stay your blade, Scipio.” Atavian stepped forward, trying to defuse Vorolanus’s explosive temper. “Remember our Captain’s orders.”

Vorolanus took a deep breath and let his anger flow out of him. “I’m afraid celebrations will have to wait,” he said evenly. “My brothers and I must rendezvous with our Captain and determine our next course of action.”

“Awww, that doesn’t mean we can’t party! And did anypony ever tell you that you talk funny? What kind of word is ‘rondy-voo’ anyway? It sounds like something my friend Rarity would say and did I mention that she’ll love your fancy armour? Also I never asked what your names are! I’m such a silly-nilly! Names are the first thing somepony should learn about new friends!” Pinkie’s wide grin became expectant. “My name’s Pinkie Pie and-“ she abruptly covered her mouth with a hoof. “I really am a silly-nilly! I already told you my name! This is my friend Ditzy Doo! She’s a pegasus and she’s the Ponyville mailmare! What are your names?”

Vorolanus sighed in resignation. “My brother is Sergeant Atavian. I am Sergeant Vorolanus, and you may address us as such.”

Atavian stepped forward, intent on learning more. “We know your names now, but… what exactly are you? What species?”

“We’re ponies! Duh!” Pinkie replied, sticking her tongue out and crossing her eyes in a reasonable impression of Ditzy Doo. “Applebloom and I are earth ponies, Ditzy and Scootaloo are pegasuses… or pegasi…or something, Zecora over there’s a zebra, and Sweetie Belle’s a unicorn!” She smiled again, her eyes losing none of their excitement. Ditzy Doo smiled her characteristic “I-have-no-idea-what’s-going-on” smile. “Enough about us, what about you? What are you guys?”

“We are Space Marines of the Ultramarines Chapter,” Vorolanus responded.

At the Tactical Sergeant’s words, Pinkie suddenly gave a huge gasp. Ditzy spun around in midair and smacked into a low-hanging tree limb. The Cutie Mark Crusaders squeaked in fright and huddled together even tighter. Several Ultramarines spun to face her. A few leveled bolters, but Vorolanus held up a hand.

“You’re from SPAAAAAAAAAACEEEEE! This is so awesome! Do you want me to take you to my leader? Do you want chocolate-covered peanut butter candy? Do you-“ Pinkie stopped abruptly, her eyes going as wide as dinner plates. She leaned forward dramatically, staring Vorolanus dead in the eyes. “Are you going to abduct us?”

“No,” Vorolanus deadpanned. “But we do want to meet your leader.”

Pinkie dropped the serious act like a lit firecracker. “Oh phew! I was kinda worried for a sec, because you always hear crazy stories about ponies being abducted by aliens who do weird experiments on them and stick probes up their-“

“Uh, Pinkie?” came the muffled voice of Ditzy, whose head was lodged in a hole in the tree. “Little help?”

While Pinkie and Ditzy seemed utterly unfazed by the towering armoured aliens, the Cutie Mark Crusaders still had yet to say a word since they came out of their hiding place in a tree. The three fillies huddled around Zecora’s legs, shooting nervous glances at the aliens. None of them had been able to pluck up the courage to speak.

Glancing down at the three small shapes clinging to her hooves, Zecora smiled reassuringly. “Relax, little ponies. All shall be all right. We shall all live to sleep another night.”

Scootaloo and Sweetie Belle giggled at the zebra’s peculiar manner of speaking. Applebloom glanced worriedly at the massive figures. There were far more of them than she originally thought. Currently she could see about ten of them, but she could hear rustling sounds among the trees and caught glimpses of more moving out of sight.

What really unnerved Applebloom and her friends about the aliens was not their huge size, nor their wide variety of weapons, but their faceless, nearly identical appearances. Each of these “Ultramarines” was covered from head to hoof with huge blue armour, highlighted with gold. She had always thought the Princesses’ Royal Guards impressive (and a bit scary) with their bleached white coats and golden armour, but they barely held a candle to these aliens.

Scootaloo, emboldened by Zecora’s words, spoke up. “These guys are kinda scary,” she said, sounding as if she had just come to a brilliant conclusion. Applebloom rolled her eyes.

Sweetie Belle was the next to speak. “I know! They’re so huge! I bet they’re even taller than Princess Celestia! And I think they want to be our friends!”

Applebloom was about to speak when she caught a sight that chilled her to the bone. She stopped abruptly, causing Sweetie Belle and Scootaloo to bump into her tail.

“Ow! Applebloom, why did-”

Trembling in fear, Applebloom raised a shaking hoof to point. “It’s staring at us.”

Sure enough, one of the Ultramarines was looking straight at the three fillies and Zecora. Sweetie Belle and Scootaloo cowered behind their pale yellow friend.

Sweetie Belle peeked over her friend’s tail. The Ultramarine in question wore a bright red helmet that looked curiously old-fashioned, like suits of armour she had seen in museums. Its eyes glowed a malevolent red as it regarded the quartet of ponies.

The tiny unicorn could feel those evil eyes boring straight through her. It’s going to eat us it’s going to eat us it’s going to eat us, she thought it terror, squeezing her eyes shut.

Sergeant Vorolanus looked over the remaining four ponies. The one identified as “Zecora” stared straight back at him warily. The other three cowered behind each other, shivering in fear.

The ponies’ fear was unsurprising, but what really surprised Vorolanus was his reaction to them. They were obviously xenos, albeit xenos that appeared to be closely related to Terran horses, but xenos nonetheless. His first reactions should have consisted of reflexive hate followed by several precise bolter rounds, but as he watched, he felt none of that righteous anger. The white unicorn, Sweetie Belle, met his gaze with her wide, green eyes. She seemed to be on the verge of tears.

Vorolanus’s thoughts immediately switched from doubt to pity. She cannot possibly understand what it happening here, he thought. They may be damned xenos, but no living thing deserves to be fodder for the Tyranids.

Now it was Vorolanus’s turn to be doubtful. “Maxima?”

“Question, brother?” Sergeant Atavian responded.

Vorolanus sighed. “I confess that I am feeling doubts as well. Why do we spare these xenos? Should we not simply exterminate them and deny biomass to the Tyranids?”

“I suppose that is for Sicarius to decide.” Atavian glanced back at the ponies, causing the three fillies to duck behind Zecora again. “I place my faith in his decisions.”

“As we all should,” Vorolanus said with a nod. “I shall ignore my doubts for now.” He turned back to the path just in time to see Pinkie Pie making a bizarre expression. “What in the name of-”

“Uh-oh!” Ditzy Doo landed next to Pinkie, her expression full of concern. “Itchy nose?”

Her face contorted as if she had drank lemon juice, Pinkie nodded.

“Watch out everypony!” Ditzy shouted. “Something’s coming!”

Several Ultramarines started at the grey pegasus’s outburst, but Sergeant Vorolanus held up a fist. “Anything on the auspex?” he asked over his squad’s vox.

“Negative, Sergeant.”

Zecora shooed the Cutie Mark Crusaders closer to the Ultramarines. “Please stay here, my three little fillies. There’s something out there, and it gives me the willies.”

Vorolanus rounded on the quartet. “There is nothing out there. All of you, on your feet. We’ve lost enough time already.”

The zebra stared him defiantly in the face. “Pinkie has sensed something, something dangerous indeed. You would all be wise to listen and take heed.”

“If there is anything there, it will rue the day that it challenged my Thunderbolts. Now get up, and enough with your damned rhymes!”

“Sergeant Vorolanus! Movement coming from behind!”

The Tactical Sergeant’s eyes went wide. “What? Darius, confirm. What is hap-”

His confused words were cut short by a keening howl, followed by a snarling sound. Suddenly, a large weight landed on his back, scrabbling at his armour plates.

“Ultramarines, engage!” he barked over the vox, reaching over his shoulder. His gauntlet came in contact with a strange surface, and he flung it over his head. His assailant flew forward and skidded off the ground.

Vorolanus was expecting a Hormagaunt, but he was shocked to see a large wolf staring up at him with glowing yellow eyes. Strangely enough, the wolf’s body seemed to be made of wood, allowing it to blend in with the trees almost perfectly.

Still, the strange nature of these foes was reassuring Wood could not breach blessed power armour. “Ultramarines, switch to melee wargear. These…creatures cannot harm us.”

The forest was soon full of the sound of splintering wood as the Ultramarines smashed the wolves apart. The pack, around fifteen strong, rapidly dwindled to nothing.

Ditzy Doo darted overhead, searching for the Cutie Mark Crusaders. The Ultramarines were effectively invincible as far as everypony was concerned, but the ponies were in grave danger. A timber wolf could tear a pony apart, but the ponies now had to contend with the massive forms of the Ultramarines stomping about.

Ditzy ducked under a thunderous punch from Sergeant Atavian that turned a leaping timber wolf into wood chips. Unfortunately, the rain of splinters and dirt scattered into her eyes, and she was forced to make an emergency landing.

Noticing a vulnerable target, one of the wolves lunged, pinning the pegasus beneath its gnarled paws. She let out a birdlike squawk of alarm and wriggled violently, but to no avail. The wolf stared at her hungrily, and she closed her eyes tightly in terror.

Please let Dinky be safe, she thought as the wolf’s jaws plunged down.

The pain of her throat being ripped out never came. Instead, the weight and the earthy smell vanished. Her eyes snapped open in surprise.

The wolf was snapping at thin air, carried aloft by the towering form of Sergeant Vorolanus. As Ditzy watched, he regarded it curiously, like a foal unsure of what to do with a new toy.

Ditzy was about to thank her saviour when he flung the wolf down at his feet, cracking its head against the ground. Stunned, the wolf went slack for a moment.

That moment was all that Vorolanus needed. With a grunt of effort, he brought his huge boot up and stomped down on the wolf’s head. A violent crack split the air and the wolf’s body went limp.

Ditzy’s jaw hung slack in shock at the brutal, senseless act. All around her, the other Ultramarines were executing the timber wolves in similarly gruesome fashions. One Ultramarine grabbed a wolf’s limbs and pulled the struggling creature in half. Another plunged a huge, serrated knife into a wolf’s eye socket, twisting the blade around until the voracious yellow glow in its eyes faded. A third helpless wolf was being used to bludgeon several others back, losing its head in the process.

Nearby, Sergeant Atavian held a thrashing wolf in one hand, and rammed his roaring chainsword into its throat with the other. The weapon bucked in his grip, but eventually ripped straight through the wolf’s wooden form, turning it into an unrecognizable mass of chewed wood.

“What kind of creatures are these?” he asked incredulously, tossing the remains of his victim aside. “Wolves made of wood?”

Scout-Sergeant Darius appeared beside him, his face flecked with dirt and wood chips. “Whatever they are, they didn’t appear on any auspex.”

“They’re…” came a tiny voice. The three Sergeants looked down to see the pale yellow form of Applebloom, standing beside her two friends. “They’re called timber wolves. They mostly come at night. Mostly.”

Vorolanus crouched in front of the three fillies. “Thank you for that information. Are you three alright?” If we are to be protecting these… ‘ponies,’ then it would be best to show them a measure of good intentions.

The trio backed away in fear, but Applebloom managed a shaky nod, and all was silent.

“OH MY GOSH THAT WAS AWESOME! YOU GUYS ARE SO COOL! YOU FOUGHT AN ENTIRE PACK OF TIMBER WOLVES! THIS IS LIKE SOMEHTING RAINBOW DASH WOULD DO!” Scootaloo burst out, squealing in delight.

Atavian chuckled, causing all three fillies to stare. “We shall never let innocents come to harm.”

He appears to have the same idea, Vorolanus thought. “Very well. We should keep moving.” He stood and continued along the trail, the Cutie Mark Crusaders close behind

Ditzy Doo was still in shock. What kind of creatures are these? she thought, almost in a panic. They kill without even thinking! Are they really here to protect us?

M41.996 12:12 pm (Equestria time) Ponyville

Such a beautiful day, Princess Luna thought as she trotted through Ponyville. Fate is cruel to mock us with such gorgeous weather on a day like this. She put on a brief burst of speed to keep up with the massive strides of the Ultramarines. Each step they took covered more ground then most ponies could cover leaping. Consequently, everypony in the group found themselves quite out of breath.

Except for the massive footfalls of the visitors, the group was completely silent. Luna caught her sister’s eye for about the fifth time in two minutes, and an unspoken message passed between them. Despite this “Captain Sicarius’s” promise of protection, both Princesses knew that the situation was more fragile than an ice sculpture. For all they knew, the Ultramarines could turn violent at any moment and crush Ponyville with their vastly superior numbers and technology. Luna glanced worriedly at the one identified as “Marcellus.” I can feel the anger coming off of him, she thought. He would kill us all without a second thought.

“Excuse me, Captain?” Luna’s blood ran cold at the sound of her sister’s voice. This was the kind of situation that utterly terrified her; where an unintentional breach of protocol could precipitate disaster. Politics were no different, except in a stateroom, lives typically weren’t at stake.

“Would you please tell me your next course of action?” Celestia asked, sounding uncharacteristically hesitant. “Is there anything that I can do to… streamline things?”

Luna’s worried only increased at her sister’s tone of voice. She sounded nervous and completely out of her comfort zone. Celestia had not sounded that worried in centuries. Against Discord and Chrysalis, she had remained steadfastly defiant, fully confident in her own abilities or those of other ponies.

“I would assume that your society has provisions for emergencies,” Sicarius said. “Enact any procedures that you see necessary, and assemble the citizens of this settlement. I shall address them personally.”

“I shall call for a town meeting immediately,” Celestia responded with more confidence than she actually felt. She turned toward Captain Stormcaller. “Captain, organize a medical detail. I fear that we will need capable doctors soon.” The unicorn saluted and turned to leave. “Captain Sidewinder. Fly ahead to the town hall and tell the mayor to call for a town meeting.” The pegasus Captain shot off.

“Sergeant Daceus, report,” Sicarius ordered.

The Veteran-Sergeant’s voice crackled over the vox. “All squads have established a defence line on the approach to the settlement. We’ve mopped up some Tyranid stragglers, but some may have gotten in already.”

“Hold your positions. You have command of our lines until I return.” Sicarius paused for a moment. “Any word from Sergeant Vorolanus?”

“He contacted me three minutes ago. His force met up with some more of these ‘ponies,’ and they are making their way through the forest. They were attacked by some indigenous life-form, but they crushed them. I believe that Vorolanus wishes to speak with you upon his return.”

“Understood. Also, send Veteran Dannelos to me. Sicarius out.” He switched channels contact Maccabeus. “Ancient, I will require your council soon. Make your way to the center of the town. Try to…” Sicarius paused, unsure of how to get his point across. “…try not to frighten these ponies too much.” Centuries of service to the Ultramarines, and I cannot remember giving a stranger order, he thought.

“I am on my way, Captain.”

Something clicked in Luna’s mind. Medical detail…injured ponies…Applejack!

“APPLEJACK!” she burst out, spinning to face the carnage back by the fountain.

Marcellus was upon her instantly. Luna found herself staring down the double barrels of his storm bolter. “Freeze, xeno,” he growled threateningly. “Cease your damned sorceries.”

“Sergeant, you will restrain yourself.” At Sicarius’s words, Marcellus lowered his gun, but did not let up his hateful glare.

Sicarius turned to Luna. “By all means attend to your wounded. Apothecary.” Another Ultramarine, wearing bone-white armour and equipped with a strange array of tools, stepped forward. “Assist these… ponies with their injured.” Venatio nodded and followed Stormcaller toward the fountain.

Behind his helmet, Marcellus was fuming. Angrily, he opened a vox-link to Sicarius.

“Captain, what in Guilliman’s name are you thinking? Why do we not exterminate these xenos?”

“You will watch your tongue, Sergeant! I sent Venatio to help as a gesture of good faith. How else would you recommend that we earn their trust?”

At these words, Marcellus advanced on Sicarius. “Earn their trust?” he snapped. “They are worthless aliens! Nothing they can give us means anything! The only thing that they should get from us is the Emperor’s fire!”

A third voice crackled over the vox. “Sergeant Marcellus, stand down,” Epistolary Argus barked. “You are under the Captain’s command, and you will not question his orders.”

“The Epistolary is correct.” Maxilos’s voice made Marcellus wince. “Dissention in our ranks would have disastrous results in our current circumstances. I would advise you to hold your objections until we have fully formulated our subsequent course of action.”

Facing combined opposition from everyone present, Marcellus backed down. “This is not over. I still expect answers.”

Though none of them heard the fierce debate, the four present Element Bearers were terrified by the apparent aggression of the Ultramarines.

“This is not going to end well,” Rainbow Dash muttered. Her friends could only nod in assent.

Ponyville Hospital, Equestria, 12:15 pm

“Get me more disinfectant, stat!”

“Right away, nurse!”

“It’s still bleeding. Keep the pressure on.”

“It stings… make it stop…”

“Excuse me for a moment.”

Nurse Redheart stepped outside the emergency room and shut the door behind her. Now alone in the hallway, she slammed an alabaster-white hoof into a gurney in frustration.

How could this happen? she thought, her mind spinning. This morning, her biggest concern had been putting a bandage on a colt with a scraped fetlock. In the past five minutes, she had lost four injured Royal Guards to hideous injuries. One pegasus had died in her hooves, foaming at the mouth from alien venom. She fully expected at least six more deaths in the next ten minutes. The Ponyville doctors were some of the best, but where these alien infections and poisons were concerned, they might as well have had clowns take their place.

Redheart felt a tear trickle down her face. Shaking her head violently, she trotted down the hallway to check on the waiting patients in the triage center.

The large, brightly lit room was like a scene from a particularly graphic thriller novel. Royal Guards laid everywhere, some surrounded by family or well-wishers. Some had fallen unconscious, and several of those had stopped breathing. Redheart could only hope that they would die peacefully.

As she made her way across the room, she was mobbed by a pack of ponies, some hospital employees, some not, each believing that their inquiry was more important than that of the pony beside them.

“What in heaven’s name happened to these guards?”

“Nurse, the press are here! What should I tell them?”

“How many have died already? How many?”

Redheart had had quite enough. Stomping a hoof down, she yelled shrilly at the mob. “All of you, shut up!” She panted, still blinking away tears. “We’re doing the best we can, but we are honesty out of our depth.”

The crowd silently watched the white-coated nurse as she approached one of her colleagues.

“What are we going to do, Tenderheart?” she asked, trying to keep her voice from cracking.

The blue-coated nurse looked up from her patient, a young pegasus guard who looked like she was barely out of her teens. “We do what we always do, Redheart. We try to help ponies.”

Redheart wasn’t reassured in the slightest. “Help ponies? How can we help them now? I just lost four guards in the emergency room! Nothing any of us have done has worked!” Her eyes went red and tears began welling up in the corners.

Tenderheart placed a hoof on Redheart’s shoulder. “It’s okay, calm down.” She gestured toward her patient, who was sleeping soundly. “You see that young mare? Her name is Shimmer. When she arrived, her chest was split open. I could see her ribs poking out.” The nurse looked down at her surgical apron, which was plastered with blood. “I dug around in her insides and removed three embedded spines. She’s still alive right now, and she’s going to stay that way. How does this make you feel?”

Redheart wiped her eyes and looked at Shimmer. The slender guard was covered in bloodstains, but she breathed gently, her body rising and falling with each breath. As Redheart watched, she felt a glimmer of hope spark in her chest.

“It… makes me feel… hopeful,” she said quietly. She felt the tears returning, but this time they were tears of happiness.

“Exactly.” Tenderheart smiled warmly. “Don’t think about the ones that we can’t save, at least not now. We’ll remember them, but we need to concentrate on the ones that can be helped. Ponies like Shimmer.”

Redheart stifled a sob of happiness. “You’re right. I’m just being a stupid, emotional filly.” She managed a smile of her own, and trotted back towards the emergency room. “And Tenderheart? Thanks. Whatever happens next, I swear, I’m not going to lose it again.”

“AAAAAAAHHHHHH! THE ALIENS ARE BACK! THEY’LL KILL US ALL!”

Redheart spun to the source of the commotion. What she saw nearly stopped her heart.

Standing in the doorway was a massive, alien figure. It towered higher than twice the height of a pony, standing on two legs. Its entire body was covered in bone-white metal plates, splattered with viscous, blackish blood. On the back of one arm was a horrifying array of strange gadgets, each wickedly sharp and painful to look at. The massive needles alone sent chills down Redheart’s spine. Swinging from its belt was a huge sword with jagged teeth all along its blade. In its arms it carried a familiar orange pony.

“Applejack!”

“What did it do to her?”

“This is all just a dream. Come on, wake up.”

Rooted to the spot in fear, Redheart could not even form a coherent thought. After what seemed like months, her brain started up again weakly.

Her jaw worked dumbly for a few seconds before sound came out. “How… did you fit in the door?” she asked hysterically.

In the back of her head, part of her mind laughed. An alien was standing before her, possibly about to kill her and everypony in the hospital, and she could not focus on anything but how it had fit through the front door.

The massive alien stepped towards her. “I am here to offer medical assistance.” Its voice was unnaturally low and mechanical, as if spoken through a malfunctioning microphone. “Are you in charge here?”

Redheart stared in shock, but managed a nod. “I’m Nurse Redheart.”

“I am Apothecary Venatio. Take me to the injured,” the alien said. He strode forward, allowing a single armoured pony to follow him inside. Redheart recognized him as Captain Stormcaller of the Equestrian Royal Guard. He wore no helmet due to the wad of bandages on the side of his head.

“Please, everypony remain calm,” the guard captain pleaded. “He means us no harm.”

“He’s an alien! He attacked the others!” one pony screamed.

“Keep it away from us!” another yelled, cowering under his bedsheets.

Venatio turned to the two outspoken ponies. “If you wish for your companions to die from their injuries, then I shall not intervene,” he droned dispassionately.

Those words shut the protestors up. Satisfied, Venatio found an empty bed and placed the unconscious form of Applejack down gently.

“She is comparatively uninjured,” he said. “My presence would be most helpful with the most severe cases.”

“This way, um…sir,” an orderly stammered. Venatio nodded and followed, stooping through the door.

Redheart turned to follow. “Tenderheart?” She turned around, a sickening grin on her face. “What I said about not losing it? Forget it.”

Stormcaller followed the Ultramarine Apothecary down the hallway. Ponies immediately jumped aside, sometimes in quite comical fashions. One pony, seemingly bound to a wheel-bench, spontaneously leapt up and cowered in a corner. An orderly administering laughing gas to a patient looked up, met Venatio’s eyes, grabbed the gas mask, breathed deep, and passed out in a fit of giggles. The Ultramarine remained silent.

They’re living creatures, but they seem so mechanical, Stormcaller thought as the alien, guard captain, and nurse walked into the emergency room.

The scene before them was particularly gruesome. Three doctors held down a thrashing earth pony guard while a fourth scraped dead, blackening tissue off of his throat. Elsewhere, screams of pain could be heard, along with the beeping of countless heart rate monitors. Several droned flatline tones.

“Nurse Redheart, is that you? We need-” the doctor’s voice broke off as he looked up. “Oh my…”

“Everypony please remain calm,” Stormcaller said immediately. “This is Apothecary Venatio. He is here to help,” he said, putting deliberate emphasis on the final sentence. The doctors simply nodded speechlessly.

“I need space to work. You four may leave.” The four doctors scurried away at Venatio’s words. “Nurse Redheart, I will require some assistance.”

Redheart trotted forward. “What do you need?”

“Sterile bandages and water. I will supply the medicine.”

She nodded and rushed to the supply cabinets. Retrieving several rolls of bandages and a jug of distilled water, she returned, just in time for a massive needle to pop out of Venatio’s wrist apparatus with a loud click.

“What the…” she began, put she had no time to finish that thought as he calmly stuck the harpoon-like needle into the patient’s neck.

“A heavy sedative,” he said in response to Redheart’s shocked expression. “This experience will not be pleasant.”

She could only watch in horror as he continued his procedure. He moved with a quickness belied by his massive size, cutting out sections of diseased flesh with alarming speed. Another gadget popped out of his wrist and sprayed a burst of liquid on an open gash.

“Antivenom and antibiotic cocktail. It will counteract any further tissue necrosis or acid damage. Most Tyranid venom is acidic.”

Redheart could only stand, bewildered. I’m probably going to have nightmares about this. Then, a series of mechanical limbs popped out of Venatio’s backpack, changing the “probably” in Redheart’s thoughts to a “definitely.”

The additional, flashing limbs were all tipped with a horrifying array of surgical equipment that buzzed and cut, reminding her unpleasantly of a bad horror story she had read.

She was so busy watching the blurred motions of the Ultramarine that she had not noticed what was happening to the patient. She blinked rapidly in case her eyes had decided to mess with her.

The fur and skin of the pony’s neck and most of his side had been completely flensed off, revealing the bunched fibres of his musculature. Most of it was a healthy red, but there were several darkened patches where alien claws had cut.

Venatio’s scalpel-limbs descended again, slicing parts of the dead muscle out. Without looking, he reached over and grabbed the jug of water. He splashed some into the guard’s flesh, rinsing out copious amounts of blood. At the same time, his sprayer applied more anti-whatever, which hissed and steamed as it touched living tissue.

“The venom has been neutralized.” The alien had not spoken in so long, that his sudden statement startled Redheart. “I will now replace the dermal layer.”

Redheart furrowed her brow in confusion, but then the patient’s skin, still in one clean piece, passed by her eyes and slapped back on its owner.

Why did I eat that daffodil cake? she wondered as she felt bile rise in her throat. Thankfully, she was able to keep her dessert where it belonged.

The process was lightning fast. The flap of skin was held in place by several clawed robotic limbs, allowing another to descend, holding what appeared to be a blowtorch. A tiny blue glow appeared at its tip, and Venatio ran it along the seams, sealing it back to the patient. The sleeping guard now looked perfectly normal, aside from the blood on his coat.

“The procedure is complete,” Venatio intoned. His clawed limbs, now holding a roll of bandages, whizzed about, and in seconds the guard’s chest was wrapped in white cloth. “Confine him to his bed for the next twenty-eight hours and he will be back to normal.” He stood, dwarfing everypony, and placed one fist over his breastplate, muttering something unintelligible before heading to the next table.

Redheart simply stared, her brain stubbornly refusing to accept reality.

“Four years of medical school, three in research, four more as a professor of toxicology, and I still haven’t seen anything,” one doctor muttered. “I need to lie down.”

Those words broke the stillness that encrusted the room, and everypony returned to tables. Redheart glanced up at the clock on an impulse. It was 12:27 when I came in, she thought. Her head felt like it was full of lead when she saw the time.

12:30.

M41.996 12:22 pm (Equestria time) Ponyville

The strange procession of ponies and Ultramarines drew plenty of stares as they walked down the street toward the Ponyville town hall. Most ponies’ eyes looked like they were about to fly out of their faces at the speed of a scared Fluttershy. Some galloped away immediately, crashing into each other in several cases. One brown stallion with an hourglass cutie mark shot by at a truly impressive speed, muttering something about always running.

Lyra stared giddily at the Ultramarines, her grin threatening to permanently distend her facial muscles.

“Hands hands hands they all have hands! I knew it! I have a lot of bits to collect.” She trotted off, presumably searching for the many ponies with whom she had bet that aliens did exist.

The group reached the town hall quickly. Outside, the majority of Ponyville’s populace was waiting outside. Normally, there would be plenty of casual conversation among everypony. This time, the atmosphere was so thick that it could be sliced and used in sandwiches. The only sounds were furtive whispers passing throughout the crowd.

It did not take long for somepony to notice the new arrivals. Rose let out a piercing scream, which was echoed by both Daisy and Lily. In one terrified mass, the entire crowd of ponies moved back away from the alien interlopers.

“EVERYPONY, PLEASE DO NOT PANIC. THESE ALIENS MEAN US NO HARM.” Celestia’s Royal Canterlot Voice echoed across the town, shushing the panicking crowd immediately. “THESE ARE THE ULTRAMARINES. THEY ARE HERE TO PROTECT US.”

Rarity heard one of the Ultramarines snort, amplified by his helmet. “How rude,” she muttered. She turned back to face the crowd just in time for Captain Sicarius to step forward, a breeze causing his cape to billow outward and smack her in the face.

“IF YOU WOULD ALL BE SO KIND AS TO PAY ATTENTION. ONE OF OUR GUESTS WOULD LIKE TO SPEAK TO YOU.” Celestia nodded to Sicarius, who nodded back.

“Citizens of Equestria!” His voice boomed across the town, harsh and metallic. “I am Captain Sicarius of the Ultramarines 2nd Company. My brothers and I have come to this world pursuing an enemy of our Chapter. The aliens that you may have seen earlier are known as Tyranids. They are a monstrous race whose sole purpose is to consume any living thing in their path.” Sicarius paused for a moment, watching the fearful, uncertain looks on the ponies’ faces. “They feel no fear and show no mercy,” he continued. “They will not stop until they have devoured everything that opposes them, or until they are all dead. Three space-faring ships carrying hordes of these creatures landed on your world today. If left unchecked, they will destroy all that you hold dear. All that you know will become food for the Tyranid abominations.”

These words struck straight into the hearts of many ponies. Stallions and mares alike looked around in horror, as if imagining their homes being devoured. Parents held their foals more tightly, families huddled together in fear, and tears welled up in the eyes of many.

“My battle-brothers and I will protect you. The Tyranids are our ancient foe, and we will stop at nothing to see them exterminated. But we will require your cooperation.”

The crowd remained silent. The thoughts of hideous aliens destroying all of Equestria had a way of gripping the mind.

Sicarius turned to the Princesses. Taking the cue, Celestia spoke, this time in her normal voice. “Everypony, I know that this is a lot to take in in a very short amount of time, but we need to trust the Ultramarines. These Tyranids are like nothing I have ever seen before. We need the Captain’s help.”

The crowd stared back with blank eyes.

“We don’t know much about them, but that doesn’t mean that we can’t trust them!” Everypony looked at Twilight Sparkle. “I touched the mind of one of them, and I believe everything that they have to say.” Her words garnered more looks of skepticism, and some of downright suspicion.

Rarity spoke up next. “Please, everypony. What choice do we have? These Tyranids are horrible creatures. We should be happy to accept the Ultramarines’ help.”

Slowly, murmurs spread throughout the crowd, and ponies began nodding in assent. Sensing a resolution, Princess Celestia spoke again. “Until this crisis is resolved, all of you will have to be vigilant. Report anything unusual to either the Ultramarines or our military leaders. And nopony, but nopony, ventures into the Everfree Forest. That is all.”

The crowd began gradually dispersing, but quite a few ponies stayed behind, simply staring in awe at the massive Ultramarines.

Sicarius turned to Maxilos. “Techmarine, survey the settlement and assess the defences.” Maxilos nodded and left. “Sergeant Marcellus, take your squad and search for any Tyranid stragglers within our perimeter.”

As the Terminators spread out across the town, Sicarius addressed the Princesses. “We need to make a plan of defence. Is there somewhere where we can access maps and geographical information of your domain?”

“I believe my student has plenty of resources at the library.” Celestia looked expectantly at Twilight.

“Y-yes, I have… maps and…stuff,” she stammered, shrinking under the gazes of both Princesses and several Ultramarines.

“Then lead us there,” Argus said. Wordlessly, the purple unicorn turned and led the group towards her home.

Heavy footsteps clunked across the street. Ponies scattered giving the cause of those footsteps a wide berth. They shrank back in terror at his furious gaze.

Sergeant Marcellus stomped down the road alone, unconsciously clenching his powerfist yet again. As he watched several ponies gallop out of his way, he imagined one of their skulls cracking in his grip like an egg. He felt an urge to raise his storm bolter and simply level the entire town. Everything about it was offensive. Its pastel colours. Its cheerful atmosphere. Its very name. But most of all, its inhabitants. Just the sight of them set Marcellus’s blood afire.

“Hey you! Where do you think you’re going?”

Marcellus slowly turned, muttering to himself. “Captain’s orders… Captain’s orders…”

His gaze met that of a sky blue pony, a pegasus who floated at his eye level. Her expression was one of obvious distaste. Marcellus’s own face bore a similar expression.

“What do you want, xeno?” he spat, raising his gun.

Surprisingly, she did not back down. “Okay, first of all, stop calling us ‘xeno,’ whatever that means. My name is Rainbow Dash! And I’ve got some questions for you.”

“Why would you think I would answer you, xeno?” he responded, noticing her nostrils flare in anger.

“You think you’re so great, coming in here and saving the day,” she said, floating closer. “If you’re such big heroes, how come you let so many ponies die?”

“Keep complaining, xeno. I do not have to answer to you.”

“Yeah, get this. In that fight, I kept hearing you guys yelling ‘courage and honour,’” she said, emphasizing the word “honour” as if it were something unpleasant. “That’s supposed to mean that you should, I don’t know, try to save everypony?” The irate pegasus was right in Marcellus’s face at that point. “Did you see all those Royal Guards who died? They died because of you! Because you didn’t show up soon enough!”

“I have the blood of thousands on my hands. I have killed with guns, swords, and my fists. I am a Terminator Sergeant of the Ultramarines 1st, and I could not care less if you were fed to a Hive Tyrant!” Marcellus leaned forward threateningly. “If it were my choice, I would slay all of you ponies!”

Rainbow Dash did not back down. “So? If you hate us so much, then why don’t you kill me?” She glanced at his massive gun. “Come one, why not use those fancy gadgets and kill us all?”

Marcellus was backed into a corner. Once again, he cursed Sicarius for his lenience towards the ponies.

Realization dawned on Rainbow Dash’s face. “Oh, I get it.” Her angry expression turned to a self-satisfied smirk. “I saw you and Mr. Big Shot Captain arguing. He doesn’t want you to hurt us, isn’t that right?”

“Watch your tongue, xeno, lest I rip it out.”

“Oh yeah? I dare you. Come on. Hit me!”

Marcellus remained silent. Inside his helmet, his jaw clenched in fury.

“What? Big tough ‘Terminator’ or whatever. Too scared to do anything without your Captain’s permission? You’re pathetic. Courage and honour? Some hon-”

With a roar of fury, Marcellus lunged forward. Rainbow Dash was surprised at how fast the huge armoured alien could move, but her lightning reflexes kicked in and she shot backwards.

She had underestimated Marcellus badly. His massive left hand shot forward and closed around her entire body, wings and all.

“What the-” was all she managed before his grip tightened, squeezing all the air out of her lungs. She felt several of her joints crack painfully and spike of pain went through her right wing.

Marcellus held the choking pegasus right up to his face, forcing her to stare right into his glowing red eye lenses.

“I answer to no one, xeno. Not you, not Captain Sicarius, not anyone!” he bellowed into her face. “The Captain may think that you are worth saving, but I am not as forgiving as he is.”

Rainbow Dash struggled weakly. Her vision was slowly turning red and her movements were becoming sluggish. If any of her bones were broken, she couldn’t feel them anymore.

“And don’t you dare insult my honour,” he said. His voice was low and quiet, but more menacing than a Baneblade. “You shall not make that mistake again.” With those words, he tightened his grip further.

The entire world around Rainbow Dash was fading rapidly. Everything around her was shadow. And in that shadow, she saw two red, glowing, slit-like eyes, floating in the endless blackness.

No it can’t end like this where are my friends it can’t end like this…

“Marcellus!”

The thunderous voice rang out, cutting through the swirling, rushing sound that filled Rainbow Dash’s world. Suddenly, colour returned to her mind with nauseating speed. The glowing eyes that she saw belonged to the Terminator. Air, sweet, glorious air flowed back into her lungs, as wonderful and nourishing as any food. She twisted slightly to see where the voice had come from.

Standing across the small plaza was a particularly odd object. Its body was huge and blocky, easily the size of Applejack’s barn. A pair of arms rotated on its sides, one bearing a massive fist, the other some strange device with a blackened end. Two short legs covered in blue armour plates supported its frame, which was covered in gleaming golden scrollwork and symbols that marked it as part of the Ultramarines.

“What are you doing?” the blue box-thing barked again. “Release the pony.”

Rainbow Dash half expected Marcellus to simply squeeze her into a broken sack of shattered bones and guts. Instead, she felt the remaining pressure around her body vanish and she flopped to the cold pavement. A thousand tiny pains stabbed at her, but she welcomed them with open hooves.

“This pony insulted our honour! It shall die like all xenos should!”

“You forget your place, brother. Captain Sicarius has passed judgment already. We are not to harm the ponies.”

“Ancient, the Captain must have taken leave of his senses if he wishes to save these xenos.” Marcellus pointed down at the gasping form of Rainbow Dash. “They are abominations in the eyes of the Emperor and must be purged.”

“Brother, you are above this,” Maccabeus continued. “We are the Ultramarines, not the Marines Malevolent or the Iron Hands. We do not kill innocents. It is a stain on your honour that you have resorted to such anger.”

Marcellus felt ice water flow down his body. As usual, the Dreadnought’s logic was sound. Shamefully, he bowed his head.

“Ancient Maccabeus, you are right. I… I am undeserving of my rank and status. I submit myself to your judgment, and accept whatever punishment you deem necessary.”

The Dreadnought stomped forward, causing the horrified onlookers to scatter. “Considering our current circumstances, I will withhold punishment. You are to return to your duties.” Without another word, Maccabeus turned and left.

The cold, damp cloak of shame wore down on Marcellus. Maccabeus knew him better than most. Therefore, the old warrior knew that to let his brother escape unpunished was the greatest punishment of all. Numbly, Marcellus stood and turned back to the town hall.

Rainbow Dash lay on the cold flagstones of the street, letting her new aches pulse through her body. Ponies around her trotted up to her, concerned looks on the faces. She saw their mouths move, but no sound came out. Her head still felt like an overinflated ball about to burst. Coherent thought was a foreigner in the murky swamp of her brain.

Still, one idea repeated itself over and over in her mind.

He almost killed me.

For a long time, death had always been a foreign concept to her. Her own acrobatic stunts had always been lauded as “death-defying,” but there had never been huge risks involved. Even against Nightmare Moon, Discord, and Chrysalis, the worst that could have happened to her would be ending up tap dancing while wearing a tower of goofy hats. She had just seen death.

For the first time in her life, Rainbow Dash felt real fear.

“Inadequate building materials. Structural integrity variable. Cross-referencing with known Tyranid bio-weapons. Estimated eighty-seven point three-nine-nine probability of destruction in the event of enemy engagement.” Maxilos turned away from Sugarcube Corner. “Strategic assessment: recommend deploying Tarantula-pattern turrets in the streets. Defensive capability of natives: unknown. Further observation required.”

Maxilos’s inspection had taken him along a side road from the town hall. He had spent the past half hour scanning buildings, marking locations for sentry guns, and cringing at the inadequacy of Ponyville as a defensive position. There were far too few Ultramarines to sufficiently cover all of the dozens of back-alleys in the town, and the buildings were just waiting for a carnifex to come plowing through. No variation in elevation meant no advantageous firing positions, as the buildings with extra stories would never support an armoured Space Marine.

Like all Techmarines, Maxilos kept his emotions and opinions buried deeply, to the point where he was widely mistrusted by many among the Ultramarines. Such a situation was considered perfectly normal among Space Marine Chapters. The Adeptus Astartes and Adeptus Mechanicus preferred to keep each other at an arm’s length, with some obvious exceptions, such as the Salamanders and Iron Hands. Many Space Marines viewed the practice of sending certain battle-brothers to Mars to learn the ways of the Omnissiah almost as an act of betrayal. Henceforth, all Techmarines were subject to suspicion and distrust. Maxilos tended to ignore any allegations about him. Despite what his battle-brothers thought of him, his true loyalties would lay forever with the Ultramarines.

Maxilos typically responded to the unknown in one of two ways. His first response was to ascertain every piece of hard evidence possible. Numbers, observations, or whatever, knowledge was power. Using that information, he would formulate the most practical and logical decision available. He had done so during Captain Sicarius’s assault on the space hulk. A quick series of calculations and he had definitive data on the Captain’s odds of survival. Therefore, as he has pointed out to Argus, there had been no cause for worry about Sicarius’s safety.

His other response was rare. Wherever cold hard facts and data could not be applied, Maxilos would submit to the wisdom of his battle-brothers. Matters of honour and faith could not be quantified, only logged for further study. Such cases were typically rare in the extreme.

Unfortunately, Maxilos was stuck in the middle of one of those cases. Sicarius had dragged the entire 2nd Company through a warp storm, pursued the Tyranids to an alien planet, and had just declared an alliance between the Ultramarines and a race of brightly coloured, anatomically bizarre, and apparently slightly psychic equines who appeared to be the dominant intelligent race.

The physical and mental processes of these “ponies” were the least of Maxilos’s worries. What gave him pause was his inability to apply simple logic to the current situation. Here was a company of Space Marines, knowingly protecting xenos from a Tyranid swarm. There was no equation that he could solve to learn why they had chosen this path. At a certain level, Sicarius’s decision could be justified logically. Protecting them ponies meant utilizing their knowledge of their world, as well as denying biomass to the Tyranids. However, it would have been far more efficient to simply obliterate the planet from orbit. It was a logically sound decision, and Maxilos could not understand why the Captain had not chosen it from the start.

Recalling Sicarius’s words back in the town square, Maxilos formulated a new hypothesis: Sicarius was protecting the ponies out of honour and compassion. Maxilos could honestly not understand this decision. There were no mathematical values for honour.

Shaking his head, Maxilos pushed those thoughts aside. Should get back to work, he thought. So much data. Need to study.

“Move, Snails! I wanna see!”

“How can I see when your hoof’s in my face?”

Cheerilee stood behind the mass of colts and fillies jumping at the window. “Please, everypony. Step away from the window.”

“But there’s an alien out there!” Snips said excitedly. “And he looks so awesome!”

Diamond Tiara and her father Filthy Rich stood off to he side, both of their noses held high. “Hmmph. These miserable aliens are more trouble than they’re worth,” he said, waving a hoof dismissively. “I’m supposed to be in a budget meeting in twenty minutes, but because of this stuck-up ‘Captain Sicarius,’ I’m stuck here in Ponyville. Who does he think he is?” He glanced down at Diamond Tiara, who stuck up her nose and gave a little “hmmph” of her own.

“How can you say that?” Cheerilee asked. “Both the Princesses and the Element Bearers trust him. That should be enough for everypony.”

“Well I’m not everypony. I have a business to keep running, and these ‘Ultramarines’ are getting in the way.”

The two adults argued in earnest, and many of the other parents joined in the debate as well, each doing his or her best to shout down their opponents. They were so engaged in verbal debate that they failed to notice the colts and fillies who commenced an elaborate plan to get out of the Ponyville schoolhouse. Snips stood on Snail’s head, trying to reach the window latch. Unfortunately, his slow-witted orange friend thought that he could somehow climb onto his own back in order to help with the stuck latch. While the pair of colts blinked stars out of their eyes, Twist tried unsuccessfully to pick the lock on the front door with a bobby pin. Finally, Dinky Doo solved the problem by taking the key to front door off of Cheerilee’s desk and unlocking the door. Suppressing cries of glee, the large group of colts and fillies slipped out the door one by one.

The arguing adults were oblivious, but Diamond Tiara noticed immediately. A self-satisfied smirk broke out on her face, and she turned to her father. “Daddy, everypony’s trying to escape!”

“How do we even know if this alien invasion is even real?” he spat derisively. “We only have the word of the Ultramarines that we’re even in danger.”

Watching Snips fail miserably at trying to nonchalantly walk out the door, Diamond Tiara nudged her father. “Daddy!”

“Besides,” Filthy Rich continued obliviously. “The Elements of Harmony defeated Nightmare Moon, Discord, and the Changelings. I sincerely doubt that there is a problem that they cannot solve.”

The magenta earth pony bristled. “How can we be sure that they can solve this problem? Have you seen these alien invaders?”

Filthy Rich wore a satisfied smirk. “Oh yes I have. They’re tall, blue, and claim that they want to be our friends.”

Diamond Tiara grumbled, and began hopping up and down, saying “Pay attention to me,” repeatedly.

Finally, Filthy Rich took notice, mainly because the angry pink filly had accidently knocked over a stack of papers in her tantrum. “Diamond! What is it?”

“Everypony left! See?” she said, pointing at the open door.

“Oh, no…” Cheerilee groaned, and galloped out the door, Filthy Rich close behind.

Snips galloped as fast as his stubby legs could carry him. It was time to meet an alien.

“Whoa, he’s so tall!”

“Why does he have so many arms?”

“Is that a giant spear he has? Cool!”

Maxilos had registered the pack of small ponies the instant that they had left the schoolhouse. Now, he realized that they were coming straight for him.

Nine contacts. Small size suggests juvenile ponies. Threat assessment: negligible. Will proceed with my survey.

He turned to face the oncoming group, his massive power glaive held loosely at his side. This simple movement stopped the galloping colts and fillies instantly.

The two parties stared at each other for what felt like hours.

Finally, Twist spoke up. “Hi! My name’s Twist! What’s your name?”

“I am Techmarine Maxilos,” the Ultramarine responded. The small crowd of ponies winced at his words. His voice sounded like hooves scraping on a chalkboard.

As soon as he finished his introduction, Maxilos was bombarded with questions.

“Why are you so tall?”

“What does that thing on you back do?”

“Are you made out of metal?”

Maxilos found such simple queries remarkably reassuring. Finally, basic questions with clear-cut answers.

“What’s wrong with your voice?”

“My vocal faculties are unimpaired.”

“Are you some kind of spider? You have so many arms!”

“They are servo-arms. Mechanical augmentations. They are not actually part of my body.”

“Children! I told you to stay inside!”

The pack of colts and fillies turned to see Cheerilee and several of their parents galloping toward them.

Berry Punch grabbed her daughter, pulling the filly behind her. “What were you thinking? It’s too dangerous to be outside!”

“Your progenitor is correct.” Everypony jumped at Maxilos’s unexpected interjection. “The Tyranid swarm was not eliminated entirely. Their current rate of dispersal indicates that any remnants could have spread over a distance of two point-six-seven-seven kilometers. They will attack given the opportunity.”

Filthy Rich swallowed audibly, but still managed to hit Maxilos with what he though was an intimidating glare. “Who do you think you are, and what are you doing with our children?” Several other parents mimicked his angry expression.

Maxilos was unimpressed. “My name is Maxilos. I am a Techmarine of the Ultramarines. Judging by you increased heart and respiratory rates, body temperatures, and dilation of your pupils, you are not particularly happy to see me,” he deadpanned.

“How did you…” Cheerilee asked, dumbfounded.

“Your offspring are unharmed,” Maxilos continued. “I would highly recommend restricting them to a safe location until this settlement can be considered fully secure. The whole of the Ultramarines 2nd Company is stationed across this town. Your odds of survival are significantly higher if you seek their protection.”

Filthy Rich did not let up his glare. “Did we ever say that we wanted you here? I demand that you leave at once!”

“You are in no position to make demands,” Maxilos replied, unfazed by the pony’s anger. “Three Tyranid bio-ships made planetfall, each within one hundred kilometers of here. Your odds of survival without the protection of the Ultramarines is approximately five point-eight-zero-eight percent.”

Many of the ponies gasped in shock. Maxilos kept going strong. “This percentage is based on both orbital and suborbital scans, along with observations of your society’s military prowess and leaderships capability. Assuming that-”

“Wait… are you saying that… we’re doomed?” one parent interrupted.

“That would be putting it bluntly,” Maxilos said. When nopony spoke, he continued. “The Tyranid swarm that attacked initially was able to kill sixty-eight percent of your guard battalion with no significant losses of its own. If not for our intervention, they would have massacred you all.”

These words left the crowd of ponies dumbstruck. The children, who had not seen the destruction wrought by the Tyranids, or for that matter, had never even heard of a Tyranid, looked around in confusion. Still, the looks on their parents’ faces told them everything that they needed to know.

“Mr. Maxilos?” came a small voice. Everypony’s heads turned to the source of the voice: Pipsqueak. The tiny colt craned his neck upward to look the towering Ultramarine in the eyes. “I heard that some scary aliens came to Ponyville. They hurt the guards and the Princesses. Are you here to save us from the monsters?”

Maxilos remained silent for a long time. This was exactly the kind of question that he had been pondering. He honestly had no idea how to respond, as he had been hoping for Sicarius to answer the question for him.

As he thought, he met Pipsqueak’s eyes. Unnaturally wide in amazement, yet they showed no obvious fear. A quick scan revealed that the colt’s heart rate was well within the normal range for his age.

He’s not scared of me, Maxilos thought. The adult ponies regarded him with fear and suspicion, but this young, vulnerable pony simply did not see him as frightening. Instead, he regarded the huge, armoured alien with wide, pleading eyes, and something like…hope.

Maxilos immediately knew what to say. “These monsters are called Tyranids,” he said, dropping to one knee to appear less imposing. “They are the most frightening and dangerous things in the world. I refuse to let them harm innocents such as you. As long as we draw breath, my battle-brothers and I shall protect you from these monsters.”

Pipsqueak smiled. As Maxilos watched, similar smiles lit up the faces of the other children, and even some of the parents and Cheerilee.

Filthy Rich was unimpressed. “Hmmph. As if I haven’t heard something like this before. Travelling salesponies, that’s all you are. Looking for some poor innocent ponies to scare half to death and use their fear to con them out of everything they own. You’re just making this up so you can take over!”

Several of the parents waved their hooves frantically, trying to shush Filthy Rich before he offended the Techmarine.

Maxilos was about to respond when his visor display lit up with a warning.

Unknown contact, approximately one hundred fifty meters away, moving slowly. Estimated time of arrival: three minutes are current rate.
Maxilos turned up his speakers. “All of you get inside, now. Something is coming.”

“Oh really?” Filthy Rich scoffed. “Trying to justify your outrageous schemes? Well it won’t work! I see straight through you!”

He was speaking to empty air, because Maxilos was striding off and the other ponies were heading back to the schoolhouse.

“Hey! I’m talking! Somepony listen to me! Please? Is anypony there?”

The lone Tyranid hive guard shuffled mindlessly across the grassy meadow. Cut off from the Hive Mind, it resorted to its base instincts: find somewhere to hunker down and defend that place with its life.

A bright red structure came into view. It would have to do.

Maxilos observed the Tyranid from a distance. It was still oblivious to his presence, for which he praised the Emperor. Furthermore, its ambling gait and the fact that it was alone indcated that it was cut off from the swarm, so it could not serve as the eyes and ears of the Hive Mind.

Optimally, Maxilos would wait until it advanced further, allowing him to approach it from behind. By them time it noticed him, he would be able to smash it with his servo-arms.

Unfortunately, it was moving towards the schoolhouse. If it realized that the building was inhabited, it would bring its fearsome impaler cannon to bear, blowing holes in the flimsy walls and skewering those inside.

The Techmarine ran some quick calculations and ran through thirty-seven possible scenarios. After the two point-six-six-one seconds that this took, he strode confidently toward his foe, bolter in hand.

“What is it?” Snails asked, his voice breaking the silence in the schoolhouse.

“It’s one of those monsters! ‘Teary-nids’ or something!” Snips whispered fearfully.

“Quiet, children!” Cheerilee hushed them.

“It’s coming closer! Where’s Maxilos?” Dinky Doo worried

Suddenly, a series of thunderous bangs rang out. The Tyranid staggered painfully, chunks of its bluish shell flying off in a spray of blood and sparks.

“What in the world was that?” Berry Punch cried, forgetting the need to be silent.

“It’s Maxilos!” Pipsqueak could only have been happier if Princess Luna had come to visit.

The precision bolter volley hit the Hive Guard dead-on, and Maxilos was rewarded with a screech of pain and a splatter of Tyranid viscera.

However, the hive guard spun around with surprising alacrity, its long-barreled weapon held out. It roared as a massive spine shot out, trailing greenish internal fluids.

Time seemed to slow down for Maxilos. He had not expected his shots to kill the creature, only to get its attention. Information flowed in from all directions, courtesy of his extensive augmetic sensoria network. Wind speed, air pressure, humidity, and anything else that could possibly affect the trajectory of the incoming spine.

Time to impact: zero point-four-two-two seconds. Insufficient time to power up shield system. Redistributing weight. Preparing countermeasures.

Leaning back, Maxilos swung one of his mechadendrites out.

The tiny brain of the spine saw its target moving and adjusted the fins along its length to alter its path.

However, it did not notice the sinuous mechanical tentacle swiping down towards it.

The mechadendrite connected with the middle of the spine and deftly smacked it to the ground, where it convulsed once and died, its purpose unfulfilled.

Though he doubted that it could feel emotions, Maxilos could imagine how the hive guard was feeling at that moment.

Estimated time until next shot: four point-five-zero-one seconds. Powering up conversion beamer.

“What did he do?” Featherweight asked, not entirely sure of what he just saw.

“It spat something at him but he caught it! That was awesome!” Berry Pinch cheered.

“Wait, what’s he doing now?” Snails’s words brought everypony’s attention back to the Techmarine.

The massive apparatus on his right shoulder was buzzing and crackling. A bright white glow emanated from the strange conical device, and the ribbed center portion began spinning rapidly, filling the air with a piercing whining sound.

“What in the world is that thing?” Cheerilee asked, furrowing her brow.

Right as she finished speaking, a lightning-like crackling sound ripped through the air and a stream of blinding white light shot from the dish-shaped part of Maxilos’s device.

The stream of light was painful to look at. Even with her eyes closed, Cheerilee felt hot white streaks burning themselves into her retinas.

The beam of light enveloped the Tyranid, which howled. At first, Cheerilee could not tell why it was howling, but then it hit her: the creature was in pain. And for good reason.

As the ponies watched, the Tyranid began evaporating. No, not evaporating, Cheerilee though in horrified realization. Incinerating.

Layers of chitin simply peeled off and became dust, which dispersed into nothingness. The creature looked like in was shrinking as it burned away. Soon, its agonized thrashing subsided, and its withered body, framed by a light ten times brighter than the sun, disintegrated like a leaf in a fire. Finally the light vanished, leaving only a pair of blackened hoofprints where the Tyranid had stood.

Stunned, the ponies simply stumbled outside to find Maxilos striding towards them. The huge contraption on his shoulder had stopped spinning, and a plume of acrid fumes was coming from his backpack. The ponies stared at the Techmarine in shocked silence.

“WOW THAT WAS SO COOL!” several of the colts and fillies burst out.

“That looked awesome!” Featherweight said happily.

Maxilos remained silent. Suddenly, he felt an almost imperceptible impact against his right boot. Looking down, he saw Pipsqueak attempting to hug his greave.

“You’re a hero, Mr. Maxilos,” he said, his face blooming with admiration.

“Thank you, young one,” Maxilos replied after a moment of hesitation. The ponies clustered around him, all chattering and praising their new hero. Even the adults looked approving.

Filthy Rich stepped out from behind some bushes. “What did you… what did you…” his voice left him and he simply stared. He faced the crowd, which stared at him with looks of disapproval and pity.

Maxilos regarded the tan stallion impassively. “I assume that you no longer doubt my abilities.”

Filthy Rich could only nod at that before staggering away in a daze.

Lyra followed close behind the group of Ultramarines, Element Bearers, and Princesses, just out of sight. Though she was trying to be stealthy, she could hardly contain her excitement.

“Hands hands hands…” she muttered excitedly to herself.

“What are you going on about, unicorn?”

Lyra spun around, looking for the source of the voice. She saw nothing, except for some market stalls, and an odd pair of blue bucket-shaped things. The voice had been badly distorted, as if… wait… it’s one of them!

She stared at the blue objects, and followed them upward. They were not buckets after all; they were the thick armoured legs of an Ultramarine. The only differences between it and the others were the odd beak-shaped helmet that it wore, and the giant gadget with glowing blue coils along its length that it held in one of its hands.... hands!

“If you were trying to sneak up on the Captain, then you are certainly doing it wrong,” the alien said, a hint of amusement in its voice. At Lyra’s confused expression, he continued. “I am Veteran Dannelos. And you would be?”

“I… I’m Lyra,” the mint-green unicorn stammered, her eyes still locked on Dannelos’s hands. The pair of them was silent after that.

Noticing the pony’s enraptured gaze, Dannelos broke the silence. “You appear to be staring at my hands.”

Lyra blinked and looked back at his face. Then she looked back at his hands. Back at his face. Hands again.

“Is something wrong?” he asked. When Lyra did not respond, he waved an armoured gauntlet in front of her eyes. Strangely, her gaze tracked his hand with all the efficiency of a gun-servitor. Intrigued, Dannelos moved his hand back and forth, watching Lyra’s ever-widening eyes follow his every move. “You find my hands interesting?”

Lyra snapped out of her reverie and nodded. Dannelos lowered his arm back to his side. Once again, the pair stood silently, staring at each other.

This time it Lyra who broke the silence. “Well,” she said, sounding disappointed. She glanced at the Ultramarine’s hands again. “I guess I never planned this far in advance.”

“Well, here we are,” Twilight said, gesturing toward the library. The ponies looked up expectantly at the Sicarius and Argus.

The Epistolary looked the building up and down, then turned to Twilight. “Very well. How are we supposed to fit through the door?”

Twilight facehoofed. Stupid, why didn’t I think of this? Of course they’re too big to fit inside! She glanced up to see Sicarius removing the huge banner from his backpack. Afterwards, he crouched low and, to the surprise of everypony present, squeezed through the door. Argus followed suit.

The purple unicorn looked at her friends. Luna raised her hooves in an amusing “Oh well” gesture.

Celestia turned to Captain Sidewinder. “Captain, go find the other officers and Element Bearers. They will need to be present.” The Captain saluted and flew off.

Inside the library, Argus looked around in appreciation. Books lined the shelves, scrolls were piled up on tables, and a large telescope sat by a window. Archaic mediums of writing they were, but Argus had always enjoyed reading a physical, paper book.

“We should wait for the guard captains,” came the mellifluous voice of Princess Luna, who had just entered with the other ponies.

“Several of my battle-brothers are coming as well,” Sicarius added. “We can wait.”

With those words, the group fell into an awkward silence. Fluttershy stared at Sicarius in fear, doing her best to hide behind Rarity.

Still wearing their helmets, Sicarius and Argus were free to have a conversation without interruption.

“Captain?” Argus’s voice crackled in his ears.

“I know what you are going to ask, Epistolary.”

“Then what is your answer? I know that I will not be the only one with concerns.”

Sicarius thought quickly, searching for a plausible answer. In the past few hours, he had chased a numerically superior force through a warp storm, followed them onto a planet, and had promised to protect the planet’s inhabitants from the Tyranids. He needed a good reason. Unfortunately, he was having difficulty finding one.

“Choosing to protect these ponies was a pragmatic decision,” he said, realizing how ridiculous that statement sounded. “Protecting them means less biomass for the Tyranids.”

“Captain, if you truly consider that decision pragmatic, then I worry for the safety of the 2nd,” Argus said, seeing through the statement immediately. “However, I will follow your orders.”

“Thank you for you understanding, Argus. I suppose part of my reason could be that I simply find these ponies intriguing. They are alarmingly similar to humans.”

“I must make a confession, Captain.” Argus sounded slightly embarrassed. “I too, find these ponies absolutely fascinating. Particularly the horned ones. The unicorns.”

“What is so amazing about them? Are they psykers?”

“Not by our definition,” Argus replied. “I cannot perceive them the way I could another psyker, but by the Emperor they seem to be able to touch the warp. I will have to investigate when I have more time.”

At first, Rarity had considered reading a book to pass the time, but she thought better of it. She did not think that the Princesses would appreciate her romance novels as much as she did. Finally out of boredom, her eyes turned to the Ultramarines. Immediately, her fashion-sense switched on and she began examining their armour with an experienced eye. They may be killers, she thought. But at least they know how to dress well.

Upon closer examination, Rarity found a greater appreciation for the Ultramarines’ armour. The rich blue plates almost appeared to be works of art. Sicarius’s shoulder pads were covered in elaborate golden symbols, which still shone brightly despite the violence that he had taken part in. The left symbol was patterned with golden feathers, making the entire shoulder pad look like an eagle. The other shoulder pad bore a white emblem of a skull with slit-like eyes. His massive cape flowed around his ankles, the deep red fabric unblemished by Tyranid blood.

Argus’s armour was just as ornate, if not more so. His helmet incorporated a large, hood-like section, giving his head a sinister silhouette. Instead of a cape, he bore several portions of fabric over the chest and waist portions of his armour. Hanging from his belt was a bewildering array of objects. Several long tubes embossed with gold, and a huge tome dangling from a chain were the only recognizable ones.

“My, you Ultramarines have absolutely magnificent armour.” The words slipped out of Rarity’s mouth without warning, drawing the looks of everyone in the room.

Thankfully, Sicarius appeared to appreciate the compliment. Everypony breathed a sigh of relief.

“Have you ever considered making some…alterations?” Rarity continued, a hopeful smile on her face.

“I add honour badges to my armour after successful campaigns. Most of these symbols proclaim acts of bravery or heroism.”

“No no no,” Rarity said, shaking her head. “What I meant is would you ever change the overall design? New colours, patterns?”

“Alter my armour? I would never consider such a thing,” the Captain replied, sounded slightly surprised. “These components come from many of the Ultramarines’ greatest heroes.”

“Well, I certainly wouldn’t wish to do anything drastic,” Rarity said. “But I do think that you could do so much more with your wardrobe. So many new colours you could try!”

Listening to the Space Marine Captain and the fashionista unicorn debating style relaxed the atmosphere significantly. Twilight worked up the confidence to speak out loud, and she began talking in earnest with Celestia. Luna sat down next to Fluttershy and began talking. Eventually the pair was chatting amiably about nocturnal animals.

This left Spike and Argus sitting awkwardly, trying not to meet each other’s eyes.

“So…” Spike finally managed. “You’re an alien.”

“Yes,” Argus said flatly.

“Uh… cool?”

“Is the temperature significant?”

Suddenly, the door flew open, and Rainbow Dash staggered inside. One of her wings was bent at an unnatural angle, and she walked with a bad limp.

“Rainbow! What happened?” Rarity asked, steadying her friend with a hoof to the shoulder.

The pegasus coughed weakly, then looked up at Sicarius. Her eyes blazed accusingly. “One of your guys tried to kill me!”

“What?” everypony exclaimed simultaneously.

“Who?” Sicarius demanded, rising to his feet, almost whacking his head on the ceiling.

“In don’t know. He called himself a ‘Terminator,’” Rainbow Dash said. “All I did was ask why you guys couldn’t save all the guards, and he grabbed me and almost broke my wing!”

“That does sound like Sergeant Marcellus.” Everypony turned toward the door, where Veteran Dannelos stood.

“I shall deal with this problem later,” Sicarius said. “Marcellus shall be punished for his disobedience. For now, we have-”

He was cut off when a violently pink blur shot in through the doorway, landing squarely on his chestplate.

“Omigosh! There’s more of you! I need to make more muffins!”

Sicarius looked down in disbelief at the crazed pink pony clinging to his armour like an overgrown spider. Back in the doorway (which was becoming rather cramped), Zecora smiled at Pinkie’s antics. Behind her crouched Sergeant Vorolanus, who was struggling to comprehend the bizarre scene before him. Across the room, Ditzy Doo flew through a window, knocking a stack of encyclopedias onto Spike.

“Not again!” he yelped before disappearing beneath a dozen pounds of paper.

“Oh wait! This isn’t my house!” Ditzy exclaimed, a goofy smile on her face as she flew back out through the window.

Pinkie burst out laughing, tears of mirth flowing onto Sicarius’s chestplate. The other Element Bearers had to stifle giggles of their own. Eventually they gave up and joined in the massive, tension-relieving laugh-fest.

Zecora wiped a tear from her eye. “I too, should probably go. The forest is full of aliens, you know.” Her rhyme complete, she trotted off.

Dannelos removed his helmet, revealing an amused grin. “Is this a regular occurrence around here?”

“It’s happening too much for my tastes,” Spike muttered, rubbing his head.

“Aww, is my poor little Spikey-Wikey alright?” Rarity gushed, rushing over to the small dragon.

Spike immediately forgot about the sore lump on his head. “I…I…I’m alright, Rarity,” he said, stumbling over his words.

The white unicorn beamed at him and turned back to everypony else. Spike watched her dreamily, his head spinning once again. Unfortunately, the cause of his spinning head was as much the pony of his dreams as it was another falling encyclopedia. Thankfully, Twilight levitated his unconscious form and placed him in his basket.

Techmarine Maxilos showed up next. He had an amusingly difficult time fitting through the door, due to his bulky servo-harness and conversion beamer, but he forced his way through before Pinkie made good on her idea to find the salad oil.

“I have completed my survey of the settlement’s defences,” he droned. “Also, I encountered a lone hive guard near the schoolhouse. I dispatched it without any difficulty. Also, I believe that we have a significant portion of this town’s populace ready to trust us after they viewed my combat prowess.” Maxilos paused for a moment. “Observation: Captain, you appear to have a pony clinging to you chest. Is there a reason for this?”

Everypony burst out laughing again, while Sicarius and Argus shook their heads.

Next, Captain Stormcaller and Captain Stone Mason trotted in. Sicarius decided to take a hint from the ponies around him and ignore the form of Pinkie, who was seemingly glued to his cuirass. He turned to Sergeant Vorolanus.

“Sergeant, take your detachment and join the defenders. Sergeant Daceus is in command for now.” Vorolanus nodded and left, Atavian’s Devastators and Darius’s Scouts following.

Captain Stone Mason cleared his throat. “My apologies, Captain, but I believe some introductions are in order. None of us know who you are, and vice versa.”

“Very well,” Sicarius said. “I am Captain Sicarius, leader of the Ultramarines 2nd Company.”

Argus stood. “Epistolary Argus, currently attached to the 2nd.”

One by one, everybody present stated their name. Even Fluttershy eventually spoke up after about two minutes of cowering behind her mane.

“Twilight Sparkle, you said that you have maps and other geographical data?” Sicarius asked. The unicorn nodded and fetched several large scrolls with her magic.

Argus watched the parchment float down in fascination. Definitely like nothing I have ever seen before.

“Ponyville is here on the map.” Twilight indicated a location near the center. “As far as I could tell, the Tyranids came from this direction.” She was pointing towards the Everfree Forest when a bright blue light shone on the map. She jumped and pulled away.

“Please stand away while I make a manipulable projection.” The blue light came from a lens on Maxilos’s helmet. After scanning the map on the table, he snaked out a mechadendrite and grabbed the remaining maps, which he spread out and scanned as well. “Complete. This hologram includes data from your maps combined and corrected with my own orbital and suborbital scans.”

Captain Stormcaller stared at the projection in awe. It was clearly a map, but it was fully three-dimensional. He had barely even taken in this new perspective when the image rapidly zoomed out until he could see not just Ponyville and Canterlot, but Appleloosa, Cloudsdale, and all of Equestria. Two locations on the map flashed red.

“These red lights mark locations where the Tyranid craft made planetfall,” Sicarius said. “The Emperor was watching us. These two ships landed within a relatively short distance of one another.”

Celestia raised an eyebrow at Sicarius’s reference to “the Emperor,” but she decided that her questions could wait.

“This ship,” Sicarius continued, indicating the red dot closest to Ponyville. “Was the source of the initial attack force. It landed approximately twenty-three kilometers from here, near the western edge of the forest. With the biomass provided by the plants and animals there, the Tyranids will be able to restore their forces rapidly and attack. This will be our first target.”

Fluttershy’s ears perked up when the Captain mentioned animals. “Biomass from the animals? What do you mean?” she asked, her shyness overpowered by her concern for living things.

“The Tyranids consume organic matter to feed to their bio-ships, which in turn, spawn more Tyranid organisms.” Maxilos droned dispassionately.

“You mean… they’re going to eat all the animals?”

“’Eat’ would not be the proper term in this case,” Maxilos continued indifferently. “After the Tyranids have pacified an area, they will retrieve fallen opponents to feed to the digestion pools near their bio-ships. These pools function as external stomachs for the bio-ships, enabling them to efficiently digest organic matter and process it.”

Everypony stared at the Techmarine with a mixture of horror and disproval. Fluttershy was on the verge of tears, while Rainbow Dash tried to comfort her.

Dannelos gave Maxilos a sarcastic look. “Not the best thing to say right now.”

“Empirical fact is always preferable to false hope,” Maxilos responded, his tone never varying. “If any of you ponies are to survive this situation, then you must accept what you would prefer not to.”

“As long as we’re talking about leaving things to die,” Captain Stormcaller growled. “What about this one?” He pointed at the other red dot on the map. “That one’s awfully close to Appleloosa. Are you planning to save them as well?”

“Not at the moment.” Sicarius’s words drew shocked stares from everypony.

“Appleloosa is home to hundreds of ponies!” Celestia exclaimed. “Do you intend to leave them to die?”

“Not unless absolutely necessary. That bio-ship landed in a desert environment. The Tyranids will have difficulty accumulating sufficient biomass to replenish their forces.”

Luna stepped forward, wings outstretched. “Art thou willing to gamble with the lives of hundreds?”

“Are you willing to gamble with the lives of everybody?” Sicarius countered. The Princesses were silent. “I have one hundred thirty-four Space Marines to fight millions of Tyranids. If we spread ourselves too thin, we will not be able to save anyone. We will focus on the closest threat first, then deal with the others.”

“There must be something we can do,” Captain Sidewinder said, gesturing emphatically with his hooves. “Can we try to evacuate Appleloosa?”

“That would be a possibility,” Stone Mason added. “If you could transport over a hundred Space Marines here, then surely you can rescue countless ponies.”

“I will take that into consideration.”

Rainbow Dash stared at the map. “Wait a sec. When I was up in the clouds, I saw three big flaming things coming from the sky. Where’s the third one?”

“Unaccounted for,” Maxilos said. “However, based on its trajectory, it will have landed within approximately a five hundred twenty-nine kilometer radius of here.”

“So great,” Rainbow Dash grumbled. “We have one group of bug-aliens right on our doorstep, another about to attack Appleloosa, and one more that we have no idea where it is. This day just got a whole lot better.”

The map zoomed in, focusing on just Ponyville and the surrounding area. “We must establish proper defences as soon as possible. The Tyranids will not take long to recuperate. I will call for our armoured vehicles to support us. Once they have arrived, I will dispatch Land Speeders to any outlying territories, such as Appleloosa, carrying warnings.”

“We suppose that will have to-” Princess Luna cut off abruptly. “Where is Pinkie Pie?”

Sure enough, Pinkie was missing. Sicarius had forgotten about her completely, having simply accepted the fact that she was clinging to his armour.

“Outside maybe?” Rainbow Dash suggested.

The group hurried outside, Sicarius in the lead. Once again, he crouched low and forced his way through the door.

Outside, it looked like a troupe of Eldar Harlequins had decided to have a fight with a Slaaneshi cult.

Garishly coloured streamers hung everywhere. Clusters of balloons obscured large tracts of the town. Tables bearing truly elaborate platters of food choked the road. Most worrying were several rows of boxes lining the street.

And dead center of the display was Pinkie Pie and a large wagon, which was blasting out a jaunty tune and waving flags.

“…Welcome welcome welcome to Ponyville today!” she finished singing. “Wait for it… oh no did I-”

She was cut off by a loud ding of an oven and several loud whistles. Confetti shot into the air, and a compartment on the wagon popped open revealing a fresh cake.

“Yay I did it right!” she said, bouncing with glee.

Sergeant Manorian and his Shieldbearers were unimpressed. “What is the meaning of this?” he snapped, his plasma pistol leveled at the wagon.

“It’s my Welcome Wagon! I wanted to throw you guys a party to welcome you to Ponyville!” Pinkie looked around. “I hope I made enough cupcakes!”

Twilight stared in disbelief. “I thought she only left about five seconds ago! How did she do all this?”

“What is this?” a booming voice rang out across the street. Standing between the rows of mysterious crates was Sergeant Marcellus, his storm bolter raised.

“Oooooh this is perfect!” Pinkie shot forward and yanked a cord.

At once, all the crates popped open, revealing a dozen bright pink cannons, all aiming at Marcellus.

The Terminator Sergeant’s battle reflexes kicked in. The cannons had huge barrels, reminding him disconcertingly of Orks. They would be highly inaccurate, but at such short range, that would hardly matter.

“For the Emperor!” he roared, and fired several short bolter bursts. Six of the cannons exploded in quick succession, scattering brightly coloured shrapnel everywhere.

The other six fired, spraying a blizzard of confetti at Marcellus, who yelled in surprise and anger.

“Yay they worked!” Pinkie bounced even higher.

“Why so many party cannons, Pinkie?” Rainbow Dash asked.

“I always stash party cannons everywhere, in case of a party emergency,” the pink pony replied with absolute confidence. “Do you ever want to be caught unprepared for a party emergency? I think NOT!”

Suddenly, with a loud roar of exhaust, the Welcome Wagon launched itself down the street, neon sparkles flying in its wake.

“Oh that’s what I forgot! I added fireworks to the Welcome Wagon!”

The wagon shot forward, smashing headlong into Sergeant Manorian with such force that it knocked him on his back.

“Oh I’m so sorry!” Pinkie said, rushing toward the stricken Sergeant. “I’m really sorry I’ll bake you an extra cake to make up for this can you still be our Space Marine Best Friends Forever?”

Sicarius and Argus glanced at each other.

Sicarius sighed. “Fascinating indeed.”

History Lessons

Chapter 6: History Lessons

M41.996 13:27 (Equestria time) Ponyville

Despite the presence of more than a dozen Ultramarines, Pinkie Pie’s “We Have New Alien Friends” party was very well attended. Ponies of all ages and species showed up from all across Ponyville. The party had been going on for barely ten minutes and already around a third of the town’s population had arrived.

The mountains of confectionary treats were disappearing off of the tables at the speed of Rainbow Dash, quite literally in some cases. Undaunted, Pinkie just kept hauling out more. But even her boundless energy could not keep up with the ever-increasing demand for sugar, and it began to show in a gradual, insidious degradation of the food’s quality.

“Bleagh! What is in this thing?” Caramel said, spitting greenish chunks onto the ground.

Rose examined the splattered pastry, her nose wrinkled. “I think it’s cabbage.”

“Whoops!” Pinkie cried as she shot by, a platter of semi-liquid cookies balanced on her head.

The food was never the only attraction at a Pinkie Pie party. A large area of the street in front of the library had become a dance floor, although the floor was barely visible. Bright, bouncy dance music blasted from several large speakers placed strategically throughout the party, and the dancers wasted no time in breaking it down.

Unfortunately, this also drew out some of the chief contestants for the “Dorkiest/Corniest/Just Plain Worst Dancers of Equestria” trophy (it had begun as a joke, but it had rapidly gained popularity).

In one corner of the party, a cluster of pegasi from the Weather Patrol watched in embarrassment as Cloud Shepard, a light blue colt with a yellow mane, swung his legs back and forward in what he thought was an impressive dance routine.

For the seventh time in the past five minutes, Flitter facehoofed. “Come on, Shepard,” she begged. “Everypony knows you can’t dance.”

Twilight Sparkle stood awkwardly beside Princess Celestia. She was still having difficulty comprehending how anypony could think of partying now.

“To be completely fair, Pinkie has no idea about the Tyranids,” Celestia said as if reading Twilight’s thoughts. “I can only imagine what our guests are thinking.” She glanced over at the Ultramarines.

Twilight felt a spike of nervousness in her stomach. Besides Sicarius, Argus, Maxilos, and Dannelos, the other Ultramarines seemed friendly enough. Well… maybe friendly is the wrong word, she thought as she watched one of the newly arrived Space Marines scanning the party with his awful red glare.

To their credit, the Space Marines of Sergeant Manorian’s Shieldbearers remained stoically silent. The majority of them stood guard on the periphery of the party, but they kept throwing paranoid glances back at the ponies behind them. These looks were echoed by many of the partying ponies. Big Macintosh in particular found the Ultramarines disconcerting. He was used to being the biggest one in the crowd, so meeting something around twice his size was a very unusual experience.

Sergeant Praxor Manorian eased his way through the crowd, trying not to step on anypony. Thankfully most ponies saw him coming and gave him a wide berth, often colliding with one another in their efforts to clear a path, sending cupcakes, punch, and Pinkie Pie flying. Manorian’s target was Veteran Dannelos, who stood on the opposite end of the dance floor.

As he strode towards his battle-brother, the ponies at his knees looked up fearfully, eyeing his power sword and plasma pistol. They had seen both weapons burn and slash straight through the Tyranids like a hot knife through butter. Though the Ultramarines were friendly for the moment, nopony wished to tempt their wrath and end up on the receiving end of those terrible weapons.

Manorian spared a glance downward just in time to see a raspberry pink pony with a yellow mane staring up at him. The instant their eyes met, she yelped and stumbled backward, almost dropping the plate of cupcakes she carried.

Try to be friendly, Manorian thought, remembering Sicarius’s command. “My apologies,” he said, more forcefully than he had intended. “I did not intend to frighten you.” The mare looked rather less than reassured. “Did you have a question?”

“I’m Lily,” she said, shivering in fear. “I-I was going to… offer you some c-cupcakes.” She held up the plate of green-frosted treats, somehow managing to hold it stable despite her nervous shaking.

The Tactical Sergeant was taken aback at the offer. The pony was obviously terrified, but had politely offered him food. He glanced off to the side, catching Sicarius’s gaze. To his tremendous surprise, the Captain nodded.

“Thank you, pony.” The words sounded alien in Manorian’s throat. The strangeness of the situation was compounded by the stares of several other ponies who had seen the exchange and were now watching with bated breath. Accepting food from horse-aliens. That’s a first.

As he reached down to take one of the cupcakes, there were several sharp intakes of breath from the observing ponies. Lily may as well have been a statue considering how much she moved.

Manorian’s fingers delicately picked up the dessert. At the front of the gathered crowd, Lyra stared gleefully, watching the Tactical Sergeant’s every movement.

Well this should get their attention. With his spare hand, he reached up and broke the seal on his helmet, causing a hiss of escaping air. He lifted it clear of his head. The ponies, who had just begun to relax after seeing the massive alien accept food from Lily, immediately held their breath again.

Inhaling deeply, Manorian took in the myriad of smells permeating the air. The neuroglottis organ in his throat immediately kicked in, analyzing every minute odor, from the apple icing on the cupcakes to the semi-chewed cabbage that Caramel had spit out. More importantly, the organ told him that the food was perfectly safe for human consumption, though rather high in simple carbohydrates. With that information, the Ultramarine brought the cupcake to his mouth and took a bite.

The taste was a far cry from the Ultramarines’ typical fare. The green icing tasted of sugar and apples, while the spongy cake had a pleasantly moist, sweet flavour. It has been a long time since I tasted anything as satisfying as this, he thought. We won’t have to eat ration bars for a while at this rate.

At Manorian’s nod of approval, everypony around him breathed sighs of relief. Lily nearly fainted. Lyra chattered excitedly to the ponies beside her, trying to impress upon them the amazing dexterity of opposable digits.

Twilight and Celestia turned their gazes away from the odd exchange and looked at each other.

“Well, it’s a start,” Twilight said with a shrug.

Near the punch bowl, Princess Luna was helping herself to another cup of fruit punch. She had already drank three cups and showed no signs of stopping.

Well, Celly has the same problem with food in general, she grumbled as she swallowed a strawberry. Why should I not be able to indulge myself? We may not have such pleasures for long!

“Have no fear, Princess. You world shall not fall while one Ultramarine stands.”

Luna took an involuntary breath and accidently inhaled half of her punch. Spluttering, she turned to see the towering form of Argus.

“Thou hast startled us!” Rather than sounding irritated, her voice sounded as if she had spoken while gargling. Which she essentially had been doing. Coughing, she looked up at Argus. “That was most unpleasant.”

“Then you have my apologies, Princess.” Though she could not see his expression due to his helmet, Luna detected a trace of amusement in Argus’s voice. “Your situation does seem rather grave.”

“Thou art correct.” Luna nodded solemnly. “These Tyranids were able to slaughter our Royal Guards with little effort. We fear to...” She stopped, looking up at Argus is surprise. “How didst thou know our… excuse me, how could you-”

“Read your thoughts? Know exactly the fear that you feel for your subjects? Understand the mistrust that you face every day from those who you swore an oath to protect?” The Epistolary paused. “Yes, I can read your mind. I take it you have little experience with telepaths?”

Luna nodded and downed her cup of punch in one gulp. “Mind-reading and telepathy are rare gifts in Equestria,” she said, refilling her cup by magic. “Thankfully, telekinesis is not.” Her cup drifted away from the punchbowl, enveloped in a navy blue glow. Another cup joined hers, filling up with the fruity concoction. At first, she thought it belonged to a unicorn, but when she turned around, Argus’s hand was outstretched, shimmering with the same heat-haze that appeared around his cup. “Art thou a wizard?” Luna asked.

“Technically I’m a psyker,” Argus replied, removing his helmet with a spare hand. “But if it’s easier to call me a wizard, than that would be fine.”

For the first time, Luna was able to look upon the Epistolary without a piece of metal between them. Like the other Ultramarines, he lacked a fur coat, but he had short, dark brown hair. His skin was unusually pale, probably because he rarely removed his helmet. His eyes were a light blue colour, and shone with an intensity and thirst for knowledge. The last being that Luna had seen with eyes like that was Twilight Sparkle.

Argus brought the cup to his mouth and downed it in a single swallow. “I don’t need to read your mind to tell that you have questions.”

Luna nodded excitedly. “Yes. We can find some privacy, if you wish.”

Argus nodded back. “Lead the way.”

The unlikely pair trotted (or walked) into the library. Luna pulled up a bench and sat down on her haunches. Argus glanced around, searching for a place to sit. Eventually he decided to sit on the lower stairs. The entire tree seemed to groan from his weight, but he settled in comfortably.

“All right,” he said, leaning forward. “Knowledge is power, and we must seek it relentlessly. What questions do you have?”

Outside, the party had not lost any steam. Pinkie had finally run out of food to bring out, so she joined the dance floor. Remembering what had happened the last time that the pink pony had been on the dance floor, the crowd gave her some space. However, everypony seemed to have forgotten Pinkie’s mysterious ability to shoot blasts of confetti out of thin air. As a result, several ponies who made the mistake of dancing too close ended up blinking in surprise and picking paper out of their manes.

Rarity swayed gently back and forth to the beat of the music, watching other ponies pulling off some impressive dance moves. Pinkie was doing barrel rolls above everypony’s heads, Caramel grooved low to the ground, and Thunderlane twisted around in midair.

Rarity laughed gently at her fellow ponies’ antics. Her own tastes in music and dance were more refined, but she would never miss out on a good Pinkie Pie party. Feeling slightly thirsty, she trotted over to the food tables for some punch. She had just cleared the crowd when she heard some commotion. Judging by the high-pitched voice speaking incredibly fast, Pinkie was involved.

“Oh dear,” she muttered and turned back. Ordinarily, problems like this were not of huge concern, but when heavily armed aliens were present, Rarity could not help but worry that Pinkie had bitten off more than she could chew.

Off to the side, Pinkie was standing on her hind legs with her forelegs braced against one of the Ultramarines. Rarity’s eyes went wide. Is she doing what I think she’s doing?

“Come on, big guy! Don’t ya wanna dance?”

Oh Celestia no…

The Ultramarine thankfully did not seem to have a problem with the pony leaning on his armour. His helmet was off, so Rarity could see his face. With an eye for detail born of years as a dressmaker and knowledge from countless social events, she was able to quickly judge the Space Marine’s attitude. Judging by his calm expression, he was unfazed by Pinkie’s words, and appeared to be addressing her peacefully.

“I am sorry, Pinkie, but I don’t know how to dance,” he said apologetically.

“Aw come on! It’s not hard! Just put one hoof in front of the other!” She turned to Vinyl Scratch, who was the DJ for the event. “Hey DJ! Play track four!”

The blue-maned unicorn stopped headbanging for a second to shuffle some records. Selecting one, she pushed up her purple shades and winked at Pinkie. The music started up a few seconds later; a cheerful, jaunty tune. Pinkie cleared her throat.
“You reach your right hoof in,

You reach your right hoof out,

You reach your right hoof in,

And you shake it all about!

You do the Pony Pokey meeting lots of folks with clout!

That's what I'm talking about!”

As Pinkie continued to the next verse, everypony joined in, singing and dancing to the bouncy song. Dannelos and Manorian stared, the Sergeant in obvious distaste, the Veteran in blank confusion.
“Come on Ultramarines!

Don’t you just wanna dance?

It could be so much fun,

If you just give it a chance!

Try dancing with your new friends and give a great big happy shout!

That’s what we’re talking about!”

Pinkie was the only pony who sang this second verse, as she had made up the new lyrics on the spot.

Manorian shook his head. “Brother, you’re not seriously considering…” he broke off, unwilling to continue the thought. “We have to draw the line somewhere.”

Dannelos did not respond. Pinkie’s eyes grew even larger, if that was at all possible, and tears began welling up in the corners.

“Come, on please?” she pleaded. “It’s easy! Just do what I do!” She reared up on her hind legs, doing a passable impression of how a human would stand. Dannelos watched and waited. Pinkie remained silent and motionless.

It is always the most quiet before the storm, Dannelos thought. His hand moved unconsciously toward his bolt pistol.

Then the music kicked in. Pinkie flew into action as if struck by lightning. All four of her legs seemed to be everywhere at once, even appearing to disconnect from her trunk a few times. Her hooves made a rapid-fire clicking as they struck the ground. The chaotic cloud of dust, confetti, and pony hovered across the dance floor, drawing gazes of astonishment, amusement, or just pure confusion.

With a mischievous grin, Vinyl Scratch reached for the volume slider and cranked it up to max.

Pinkie took that as an encouragement, and allowed her dance to become even more ridiculous. Her limbs flailed wildly, making her seem to have eight legs instead of four. The speed at which she was moving, her mane and tail were utterly indistinguishable. Everypony else on the dance floor had stopped dancing, either to watch Pinkie or because they were feeling shown up. Or because they had to dodge the spinning blur of pink headed their way. Berry Punch wobbled, trying to keep several glasses of punch steady. One of Pinkie’s hooves intersected with Caramel’s head and he fell flat on his face.

Suddenly, Pinkie leapt straight upward, a streak of pink and lavender light trailing behind her like a Hearts and Hooves Day firework.

“Emperor’s breath!” Manorian snapped up his plasma pistol. Even Dannelos was caught off guard. The crowd of ponies cheered and applauded as Pinkie shot skyward.

“What goes up, must come down,” Dannelos muttered.

Sure enough, Pinkie did come down, but not before causing several large candy-coloured explosions in midair. She dropped to the ground, landing perfectly upright with a triumphant grin covering her entire face. “Well?” she asked, turning expectantly to the crowd.

A chorus of cheers erupted again. Caramel, Berry Punch, Rose, Lily, and Daisy all held up signs bearing the number ten, prompting even more cheering.

Pinkie hopped up and down in delight and turned to the Ultramarines. “Your turn!” She nodded to Vinyl, who reset the record and started the music again.

Before Dannelos or Manorian could stammer out something in confusion, a harsh mechanical squawk split the air. They spun to see Maxilos hurrying towards them.

“Alert: xenos life form known colloquially as ‘Pinkie Pie’ appears to be experiencing muscle spasms and…” He paused, searching for words to describe Pinkie’s flight. “…an unknown condition resulting in spontaneous emission of medium-wavelength light. Theory: possibility of psychic ability due to contact with warp. Will consult with Epistolary Argus to determine-”

“Yes, Techmarine. We know,” Manorian said sarcastically. Even he cannot explain this, he thought, a trace of amusement spreading across his face. That’s another first.

Normally, Rainbow Dash would never miss one of Pinkie’s parties. There was great food, music, and plenty of ponies to impress with her flying talents.

And plenty of hard cider for after the sun goes down, she thought glumly, turning her head back towards the festivities. She would often end up in drinking contests between herself, Applejack, Berry Punch, and anypony else who thought they could hold their cider better than Equestria’s fastest flyer.

“Well at least I won’t be waking up in the fountain tomorrow morning,” she chuckled to herself. That had been a memorable night. “Well, maybe memorable is the wrong word for it.”

She had certainly wanted to unwind a bit after her harrowing experiences in the past few hours. The chameleon-Tyranid in the forest had been terrifying. She could still visualize the strange heat-haze that had almost slashed her in half with perfect clarity. Shooting Star’s screams of pain still echoed through her mind.

But the event that stuck most unsettlingly in Rainbow’s mind was her encounter with Sergeant Marcellus. Being trapped in the grasp of the faceless metal titan was probably the most frightening experience of her life up to now. Never before had she seen such a hateful, destructive being. All the adversaries that she had overcome were certainly far from friendly, but they were not motivated by pure anger as Marcellus was. Nightmare Moon had wanted to rule Equestria. Discord was in it for the laughs. Chrysalis had been trying to feed a Changeling swarm. None of them had actually wanted anypony dead. Marcellus cared not about ruling Equestria. He simply wanted something to kill.

Rainbow shuddered at that thought. At least the walking blue building called “Maccabeus” had a measure of control over the Terminator. It was only a matter of keeping as far away from Marcellus as possible. This was her reason for leaving the party. She had seen Marcellus stalking the edges of the crowd, and she did not want to give him another reason to kill her. Especially when she could not fly.

She turned her head around to look back at the party. This simple motion prompted a spike of pain through her wings and ribs, causing her to gasp slightly in pain.

“I could really use some of that cider now,” she grunted. “I should probably head for the hospital.” Gingerly turning her head to face forward, she trotted off in that direction.

Her path took her through several side roads, which were conspicuously vacant. Normally on a beautiful day like this the streets would be full of ponies going about their lives, but today everypony huddled in fear behind the walls of their homes. The few ponies that were outside looked extremely jumpy and wary, shooting looks down the road for any sign of more aliens. The silence hung in the air like a drenched blanket, swallowing up every sound.

A yelp from down the street broke the silence, and everypony, Rainbow included, galloped to investigate.

Coming down the road were the massive figures of ten Ultramarines patrolling the town. Rainbow felt a spike of fear, but it subsided when she realized that these aliens lacked the huge square bodies of Terminators. Still, she did not want to make any more heavily armed and armoured enemies today, so she watched quietly from the sidelines.

The ten figures all carried massive weapons in the arms, probably each the size of a pony. There was some variation between weapons such as golden icons or scrollwork, but their purpose was clear. Rainbow had seen these things spew fire and lightning, striking Tyranids from a distance and blowing them apart. The leader of the squad carried a similar, smaller weapon in one hand, but what caught the pegasus’s eyes the most was the long blade in his other hand. It was unmistakably a sword of some kind, but it was nothing like the ones she had seen the Royal Guards using. Instead of a polished blade it had cruelly serrated teeth like a saw. As the squad passed by, she could see chunks of Tyranid shell splattered across these teeth. Once again, she shuddered at the thoughts of the violence that these aliens had brought to Equestria.

After an annoyingly long time, Rainbow reached the Ponyville hospital. “Uh, hi,” she said to the receptionist, who looked like she had not slept for days. “Uh, I’ve got some cracked ribs and wing bones.”

“Huh? Wha… oh,” the earth pony muttered, shaking her head and gulping down a cup of coffee. “Just… down the hall…left.”

“Thanks.” Rainbow headed down the hallway to a door marked “Triage Center.” She reached out a hoof and pushed to door open.

She was immediately greeted by the stink of dried blood and the eye-watering tang of disinfectant. Blinking tears from her eyes, she took in the scene before her.

The tile floor was almost completely covering in ponies, medical equipment, and what looked like a disturbing mixture of blood and vomit. Ponies laid everywhere, on stretchers, on benches, or even on the floor wrapped in white sheets. Not all of them were patients. Parents, siblings, and spouses of the injured Royal Guards surrounded the wounded, offering reassuring words or peaceful silence. A few cried gently over unmoving bodies, causing a painful twinge in Rainbow’s heart. Nurses and doctors rushed about administering medicine or attempting to calm patients. Occasionally a doctor would leave the room after speaking with a patient.

Most disconcertingly, the atmosphere in the room seemed strangely calm, despite the grievous injuries prominently on display. Rainbow had been expecting utter chaos. The lack of disaster was just…weird.

After a few seconds, somepony looked up and spotted the rainbow-maned pegasus in the doorway. “It’s Rainbow Dash!”

“Really? It’s her!”

“Omigoshomigoshomigosh!”

“Did she fight the aliens?”

Rainbow basked in the adoration of her admirers. “Hey everypony,” she said with a modest smile. “Hope you’re all feeling okay.” She turned towards Nurse Tenderheart. “I think I’ve got some cracked ribs and wing bones. Could I get some help?”

Tenderheart nodded. “Of course, Rainbow Dash. Take a seat somewhere. We’ll be right with you.”

“No,” Rainbow said firmly. Her statement drew quite a few looks of confusion.

“Excuse me?” Tenderheart asked, sounding nervous.

“Don’t give me special treatment or anything just because I’m the Element of Loyalty,” Rainbow continued, giving the Nurse an intense stare. “I’m hardly hurt, and I really didn’t do any fighting.” She turned to the mass of injured Royal Guards, many of whom she had fought alongside. “These guards are the real heroes. They fought against those aliens, not me. I refuse to let my stupid cracked rib be more important than any guard.” The entire room had fallen silent. “If any of us are gonna survive this alien invasion, we all need to be heroes. We all need to be like these guards. We are all going to survive this!”

The short speech had come out of nowhere, and Rainbow could not recall feeling more ridiculous while she spoke. It still had the desired effect. All around her, ponies jumped up and clapped vigorously. Everywhere, guards nodded in approval, and several trotted up to shake her hoof. Rainbow felt a hot blush of embarrassment creep across her face. So this is what it means to be the Element of Loyalty.

“Inspiring words, pony.” The harsh grating voice cut through the crowd. Rainbow spun to see a huge figure in bone-white armour standing in the doorway to the operating rooms.

“What the-” she yelped, throwing herself back. This abrupt move sent lances of pain through her bones and she collapsed. “What’s he doing here? Why is nopony…” she broke off, noticing that nopony appeared particularly distressed about the huge alien amongst them.

“Rainbow, this is Apothecary Venatio,” Tenderheart said soothingly. “He’s here to help with the wounded.”

“One of them tried to kill me!” the pegasus screeched, not feeling reassured at all. “That’s why my wings are hurt!”

“Sergeant Marcellus, I presume?” Venatio said evenly.

“Yeah, the big guy with the giant hand!” Rainbow responded angrily.

“Sergeant Marcellus and Captain Sicarius have never seen eye to eye,” Venatio continued. “The Captain’s decision to protect you ponies may have been the last straw.”

“Are you saying that he’ll attack us?” Rainbow asked, panic edging into her voice.

“Only if you give him reason to,” Venatio said calmly. “He is reluctant to blatantly disobey the Captain and will not take action unless provoked. Keep your distance from him.”

Tell me something I don’t know, Rainbow thought. “And what about you? Why should any of us trust you? Who’s to say you won’t try to kill us?”

“I follow my Captain’s orders,” Venatio responded. His tone had become more forceful, as if trying to emphasize a point. “He has already passed judgment on you, and that is enough for me.” He strode forward among the crowd of injured ponies. “I must attend to the injured, and I do not like to be interrupted.” With those words, he lifted an injured guard from a gurney and left for the operating rooms.

Rainbow rounded on Nurse Tenderheart. “What were you thinking letting him in here?” she exclaimed in a mixture of disbelief and anger. “We can’t trust any of these aliens!”

“Rainbow Dash, I’m surprised at you!” the nurse admonished. “Venatio came here to help the injured. Without him, we’d have lost half of the guards already. He’s a miracle worker.”

“It’s not a he, it’s an it,” Rainbow hissed. “These Ultramarines are gonna get us all killed, just so they can settle their grudge with the Tyranids!”

Tenderheart shook her head in disgust. “I have no idea how anypony could be so thickheaded.” She turned back to bandaging a guard’s foreleg.

“Well you didn’t get almost crushed by some giant alien with a short temper!” Rainbow snapped. “He would’ve killed me just because I asked why he couldn’t save all the dead guards.”

“I see that nothing I can say will get through to you,” Tenderheart muttered. “Maybe Applejack can talk some sense into you.”

“They’re just mindless killers… Applejack? She’s in here?”

“Yes, and do you know who treated her?” Tenderheart said with a roll of her eyes. Her sarcasm was wasted on the sky-blue pegasus, as she was already galloping down the hall, searching for her friend’s room.

“Applejack! Where are you?” Rainbow stuck her head in an open door.

“Mmph, mmph, mmph,” the earth pony guard in the room’s bed answered, his entire body covered in casts and bandages.

“I’ll take that as a no.”

The next room was occupied by a familiar pegasus, his bleached white coat stained with blood.

“Rainbow Dash?” Captain Sidewinder looked at her with a satisfied smile. “I knew you couldn’t bear to let me suffer alone.”

“Aaaaannnnnnnd…. wrong door.”

“Rainbow Dash? Is that you?” came a country accent from down the hallway.

The pegasus galloped through the next door to see the orange farmpony reclining comfortably in a hospital bed. Even in the bed she wore her customary Stetson.

“Rainbow Dash! Am ah glad ta see ya!” she said happily.

Rainbow trotted up and gave her friend a welcoming hug. “Ow. Watch the wings.” She winced as Applejack returned the hug with enthusiasm.

“Oh, what did ya do this time? Did one of them bug-aliens getcha?”

“Uh, no.” Rainbow’s expression became irritable. “One of those Ultramarines nearly killed me!”

Applejack looked incredulous. “Are ya sure? The Ultramarines are our friends now.”

“Why does everypony…” Rainbow muttered. “They are NOT our friends!” She stamped a hoof angrily, and immediately regretted it as pain shot through her leg.

“Rainbow, ya can’t just go judgin’ pon… folks because of one bad apple,” Applejack said evenly. “Most of em are probably fine once ya get ta know em. That guy whose name sounds like ‘potato’ done fixed me up great.”

“What even happened?” Rainbow asked, trying to change the subject. “I didn’t see you at all during the fight.”

“Ah went off buckin’ bugs,” the farmpony said proudly. “Ah bucked the biggest one o the pack. Darn near broke mah legs though.” She pulled the sheets aside, revealing bandages around her hind legs.

“You all right?”

“Course ah am.” Applejack swung her legs off the bed and stood. “Apothecary Potato gave me some kinda medicine that fixed mah legs in no time. Scared the applesauce outta me when ah woke up though. Ah’m just stayin’ here to make sure the bones set right.”

“You… let his operate on you?” Rainbow sounded incredulous. She had seen some of the tools on Venatio’s armour, and she shuddered to think of what they could do to a patient.

“Nah, he just gave me a shot o medicine.” Applejack thought for a moment. “Ya know, he could probably fix those wings o yours lickety-split.”

“Oh no!” Rainbow Dash backed away. “I don’t want any giant needles near me, especially if they belong to a giant alien!”

“Miss Applejack?”

Both ponies jumped at the voice. That mechanical, droning voice. Rainbow spun to see Apothecary Venatio standing in the doorway, his head scraping the ceiling.

“My medical scan shows that you have fully recovered. You are free to go.”

“Well thank ya kindly, Mister Potato,” Applejack said, tipping her hat. “But ah have one question.” She pulled Rainbow to her side. “Mah friend Rainbow Dash has some busted bones herself. Could ya give her some o the same stuff ya gave me?”

“Nonononono,” Rainbow blustered struggling against Applejack’s grip.

“Of course,” Venatio responded. “It would be done in a matter seconds. And my name is Venatio, not Potato.” Applejack flushed in embarrassment.

“Nonono I don’t want it!” Rainbow babbled.

“Rainbow, jus’ relax.” Applejack put a comforting hoof on the pegasus’s shoulder. “Ah’m right next to ya, and ah won’t let anythin’ happen.”

Venatio adjusted the contraption on the back of his arm. “Your friend is correct. You have nothing to fear. The experience will be relatively painless.”

Unable to back away any further, Rainbow gave in and sat on the bed. “Just get it over with.”

She watched as Venatio walked closer. She nearly had a heart attack when a huge needle popped out of his arm with a loud click. Holy manure that thing is longer than my leg!

If Rainbow had one overriding fear it was needles. Knives or thorns or other sharp objects she had no problem with, but needles just set off some primal fear in her. There was just something inherently wrong about an object so sharp and thin that it could poke straight through skin.

As the needle came closer to her trunk she gripped the sides of the bed tightly and clenched her jaw in anticipation.

Needle needle needle needle neeEEEEE

She drew a sharp breath as the metal point touched her barrel just behind the right foreleg. Instinctively she reached out to stop the needle, and her hoof came into contact with the unyielding plates of Venatio’s armour. She looked up into his eyes, which glowed a bright red that reminded her unpleasantly of Marcellus. His bone-white armour made him look almost like a hulking, deformed skeleton.

To her immense surprise, Rainbow felt an armoured object close over her hoof lightly. Looking at her outstretched foreleg she saw that Venatio had placed his spare hand gently over her hoof that was trying to push his first arm back.

Without speaking, Applejack leaned forward and placed her hoof with Rainbow’s and the Ultramarine’s hand. A moment of understanding passed among the trio.

“My work here is done.” Venatio’s voice was startlingly loud in the silence of the room. He stood to leave, retracting the needle back into its housing. “Your bones should mend in approximately one hour.”

Rainbow looked at her barrel where the needle had entered, and was genuinely perturbed to see it missing. She had not felt any pain when he removed it.

Applejack grinned in a friendly “I-told-you-so” manner.

“Uh wait!” Rainbow called out to the retreating Ultramarine. He turned back.

“Yes, Rainbow Dash?” he asked.

Rainbow was slightly surprised at his unexpected use of her name. “Um… thanks.”

M41.996 14:23 (Equestria time) Ponyville Library

“…And that’s how the Imperium was made.” Argus sat back on the stairs and savored the bewildered expression on Luna’s face. Her jaw worked dumbly for a few seconds as she tried to comprehend what she had listened to for almost the past hour

“Ten thousand years?” she asked, awestruck.

“Yes. The Imperium has stood for ten thousand years against xenos, heretics, and daemons. And it shall last another ten thousand years if the Ultramarines have anything to say about it.”

The sheer scale of the knowledge that Luna had absorbed was staggering. Equestria had only been a nation of its own for almost two thousand years. Luna and Celestia were only a few centuries older than that. Ponies only inhabited one world. These humans populated an entire galaxy, and had survived despite endless war. Violence seemed the only constant in their world.

The one part of the brief synopsis of Imperium history that stuck in Luna’s mind like a half-melted mint was the man called “The Emperor.” Regarded as a living god and venerated father of the Space Marines, he had ruled the Imperium at its peak. The humans’ prosperity had been shattered when Horus, the Emperor’s greatest son and Warmaster of the Space Marine Legions, had fallen to Chaos, sparking a war that pit Space Marine against Space Marine, brother against brother. In the end, both the Emperor and Horus had fallen, leaving the galaxy shattered and humanity divided and leaderless.

Luna felt a feeling of déjà vu as she pondered the Horus Heresy. The Warmaster had turned on the Emperor and his brother Primarchs, much like how she had betrayed Celestia. Both had been corrupted by their jealousy and feelings of inadequacy, amplified by outside forces. Luna knew little of “Chaos” as Argus referred to it, but she knew for sure what malevolent presence had touched her those many centuries ago.

In those dark days, Luna had become a recluse, brooding over her situation. Desperate for answers, she had turned to the stars. She reached out through the vastness of space with her magic, searching for something, anything. And something heard her.

Whatever it was, she still did not know. But it had filled her with visions of ponies everywhere, frolicking in the brilliant daylight and sleeping through her beautiful night. Foals complained that the sun was gone or huddled in their beds, praying for the night to end. And then it spoke to her.

Royal Palace, Canterlot, Equestria, 1,008 years ago 9:34 pm

“Look at them, Luna.” The voice caressed her ears and mind, compelling her to hang onto its every word. “Nopony appreciates you. They do not even know that you exist. Equestria would be so much better off without you.”

“No…” Luna said sadly. “We will not hear these words.”

“You have been deluding yourself for centuries, Luna. It is high time that you stopped living a fantasy. None of these ponies care about you. Not even your sister.”

Luna’s mood changed from depressed to angry instantly. “Thou shalt not speak of our sister in this way! She loves us as a sister, and values our counsel-”

“Really?” The voice sounded smug, like it knew something she did not. “Look what I saw,” it said in a sing-song voice.

The air before her shimmered like a mirage in the desert before resolving into an image of one of the palace’s many staterooms. In the room stood a pair of ponies. One was immediately recognizable as Princess Celestia, her ethereally waving mane slightly shorter and with wider, more prominent pink stripes. The other pony was a snowy white unicorn with a cerulean mane and a cutie mark of a large diamond. She was Duchess Platinum VI, direct descendant of one of Equestria’s founders.

“Princess, you can count on House Platinum’s full support in all matters,” the Duchess was saying. “And I must say, you handled the politics splendidly. Without your mediation, this feud could have escalated out of control.”

“Thank you, Duchess. Would you care for some tea?” Celestia levitated a large silver teapot and poured a generous amount of the steaming brown liquid into two cups.

“Of course, you majesty. I would not dare refuse.”

The two ponies sat on a lavish red couch, drinking from a tea set that was probably worth more than a week’s profits at Sweet Apple Acres. The rest of the room was opulently decorated with rich carmine-red drapes trimmed with gold lace and festooned with portraits of royalty. Among these portraits were images of Princess Platinum, Commander Hurricane, and Chancellor Puddinghead, the three founders of Equestria.

Platinum sipped her tea and looked up. “Princess, I cannot imagine how difficult this must be for you. Trying to manage the royal duties of both yourself and your sister? Why does she shun her responsibilities?”

Celestia shook her head in resignation. “In all honesty I do not know. She never speaks to anypony, not even me. Beyond raising the moon she has no contact with other ponies whatsoever.”

“Does this not worry you?”

Celestia smiled. “Of course not.”

Watching the scene unfold, Luna’s eyes went wide in shock and anger. “What? Does our royal sister not take us seriously?”

“Oh believe me, it gets better,” the voice snickered.

“My dear Luna is just going through a stage,” Celestia said nonchalantly. “She is still young, relatively speaking, and does not understand the differences in our roles. She will soon realize how foalish she is being and come to her senses.”

Luna could not believe what she was hearing. Her own sister could not understand that Luna was depressed. She had dismissed her concerns as the whining of a mere foal!

“This is the final straw,” Luna said through gritted teeth. “If our sister cannot take us seriously, then we shalt ensure that she does!”

“I only wish to help you, Luna.” The image shifted out of focus and vanished. “With my help, you can overthrow Celestia. You can be known and appreciated. You shall become more powerful than you can possibly imagine.”

“Yes…” Luna said, glaring at the spot where the image of Celestia used to be. “Do it. Give us the power.”

“Your wish is my command,” the voice said happily and fell silent. Luna waited.

Suddenly a cloud of dark purple and midnight blue mist flowed out from under Luna’s bed, from the curtains, and from the very air itself. This miasma of energy ate up any light in the room, snuffing out candles and casting shadows over everything. Soon, the only light remaining was the bluish glow from the mist itself, and the lights of the moon and stars.

“Time for a taste of true power,”the voice said, and without warning, the mist enveloped Luna, swirling around her like a cloak. “Embrace the darkness. Become what everypony fears at night.”

Luna gasped slightly at the sudden intrusion. The mist felt like a cold blanket wrapping snugly around her body. The cold feeling flowed straight through her body, but more importantly, into her mind. Her quietly bubbling resentment and jealousy toward Celestia boiled over. Any ideas of hesitation were gone, overwhelmed by a raging desire to teach her sister a lesson she would not soon forget.

Grinning with the overflow of power, Luna trotted towards the door. On the way she glanced in her bedroom mirror.

The pony that looked back was no longer Princess Luna.

Her formerly midnight-blue fur was now jet-black: the colour of a moonless night. Her legs were longer, putting her at the same height as Celestia. The collar, crown, and shoes that she wore remained, but the crown had been reshaped into a helmet. The glowing mist that had permeated and transformed her now composed her mane and tail. They seemed less like actual hair and more like clouds of purplish-blue fog that had decided to follow her around.

The feature that made her gasp was her eyes. Her pupils were sinister slits like those of a snake. The irises were still a beautiful cyan, but any warmth or friendliness they had held was gone.

Luna simply stared at her reflection for a minute. Then, a soft chuckle broke through her lips. At first, she thought it very strange, but before she could ponder it further, she began laughing heartily. Her voice had changed as well. It was darker, more commanding. As befitted a ruler.

Surrendering to the sensation, she laughed mirthfully, drunk on her newfound power. As she laughed, a nimbus of lightning crackled behind her, casting shadows around the room.

“Thank you, my friend,” she said when her cackling died down.

“It was my pleasure, Luna,” the voice responded. “Now, take your place as Queen of this land!”

“My name is no longer Luna,” the black alicorn growled. “She was weak, and indecisive. I shall not make the mistakes she did.” She drew herself up to full height, spreading her wings and holding her head aloft. “I… am Nightmare Moon!”

Ponyville Library, Equestria, 1,008 years later, 2:31 pm

Luna gasped and teetered, placing a hoof on the table to steady herself. That was not a memory that she liked to revisit.

“Princess, are you alright?”

Luna glanced up at Argus. The Epistolary stood before her, concern etched across his face. “I… I am fine, Argus. Unpleasant memories.” She tried to stand again, but her knees were still shaky. Just before she hit the floor, the characteristic heat-haze of Argus’s telekinesis surrounded her and gently propped her up.

“On the contrary, you are not fine.” He still bore a concerned expression, much like that of Celestia’s when she had tried to make Luna go to bed when they were much younger. “You have just had a painful flashback, you still feel guilty about what was not even your fault, and you are desperate to redeem yourself.”

Luna stared at him in exasperation. “Do you actually try to do that?”

“Read your mind like an open book? Not really.”

She sighed and sat back down. “To this day that voice is still a mystery. I have not even told my sister about it.” Her thoughts turned back to the fateful time when Nightmare Moon had been defeated by Celestia and the Elements of Harmony. “To defeat me, my sister used the Elements of Harmony. They are-”

“Extraordinary magical artifacts representing qualities of friendship and each borne by the pony who best represents each quality.” Luna looked up, bewildered. “I did some light reading,” Argus explained, and levitated several books around himself.

“You read all of those?” Luna asked.

“I am not called a Librarian for nothing,” Argus responded. “Psychic abilities do make reading very simple.”

Once again, Luna marveled at the Epistolary’s display of psychic talent. “Moving on, the power of the Elements of Harmony banished me to the moon for a thousand years. But as my sister did this, I heard the voice again.” Her thoughts flew back a millennium.

“I am not finished with you yet,” the voice hissed. “This is merely a temporary setback…” The voice then vanished, replaced by Nightmare Moon’s scream of frustration as waves of magic blasted her from Equestria.

Luna shuddered again, her breathing becoming erratic. Suddenly she felt a heavy object on her back. She looked up to see Argus laying a hand on her withers. A feeling of reassurance flowed unbidden through her, calming her breathing.

“Thank you, Argus,” she said. “The next time I heard the voice was just before my return to Equestria. On the longest day of the thousandth year, the stars aided in my escape.”

“Did you miss me?” the voice asked her cheerfully. “I certainly missed you." Before Nightmare Moon could exclaim in surprise at the first voice she had heard in a millennium, the voice continued. “Now, let’s get back to work.”

The next thing Nightmare Moon saw was an image of Ponyville. Ponies filled the town hall, waiting for Princess Celestia to show up and raise the sun. They all stared expectantly at the balcony where she was scheduled to appear any minute.

“…the bringer of harmony to all of Equestria, Princess Celestia!”

With a marvelous crescendo from Fluttershy’s bird choir, the curtains swung open to reveal… an empty balcony.

Nightmare Moon felt a twinge of confusion for a moment, but the voice sounded in her mind.
“Let’s just say that your sister felt like sleeping in this morning. She will not interfere with my plan.”
The assembled ponies looked around nervously. With a yelp from Pinkie Pie, the purplish-blue mist swirled around the balcony, and for the first time in a thousand years, Nightmare Moon returned to Equestria.

Luna continued. “The final time I heard the voice was when Nightmare Moon was destroyed.”

The voice yelled in anger and surprise. “Nooooo! Not again!” Waves of rainbow-coloured magic washed blasted over Nightmare Moon, peeling away layers of the evil blue mist that surrounded her. “This is not the end…” the voice faded away as the last of the mist vanished.

Argus looked pensive for a second. “Curious. Very curious,” he said. “You were corrupted by an outside force, much like Horus. It magnified your resentment and jealousy and destroyed what was left of you. You became but a tool for another force.”

Luna sat back down. “I suppose that I was fortunate, compared to Horus,” she muttered. “I might as well have been a grumpy filly compared to him.

Argus smiled slightly. “He was proof that even the mightiest of us can be corrupted. But we shall remain vigilant.” He pressed a gauntlet to his chestplate. “Our faith is our shield.”

“But will it protect us from the Tyranids?’ Luna asked. “You Ultramarines may have your faith and skills, but we ponies are but foals playing soldiers. How can we survive this?”

Argus leaned towards Luna. “Princess, if there is one thing that makes the Ultramarines stand out from other Space Marines, it is the fact that we will never let innocents die for any reason. You may not be human, but no living thing deserves to be consumed by the Great Devourer.”

Luna smiled in thanks. “I am glad to know that such heroes will defend us.”

Argus’s vox-bead buzzed. “Epistolary, I need you outside. We need to discuss strategy.”

“On my way Captain.” Argus looked at Luna apologetically. “Perhaps we can continue this later?”

“I would enjoy that,” Luna answered, and both headed outside.

Fluttershy was not a party pony. Her idea of an exciting afternoon was feeding ducks by the river, not dodging flying food, confetti, and Pinkie Pie. Therefore she spent most of the party with her head bowed, trying not to call attention to herself. Thankfully it worked, most ponies respecting her shy nature and giving her some space. Big Macintosh had looked like he wanted to talk with her, but Pinkie had led a conga line right between him and the yellow pegasus. By the time the dancers had moved on, Fluttershy was nowhere to be seen.

“Horseapples,” he muttered to himself. “Try again later.”

Fluttershy had managed to escape the chaos of the party and trotted down the street, intending to visit Applejack in the hospital. However, her path was blocked by something that looked like a huge blue block on legs. The meek pegasus shrank back slightly at the sight of this blue-armoured titan. It stood over twice as tall as the other Ultramarines, so she hardly came up to its ankles. Splatters of blackish Tyranid viscera still adorned its armour, particularly its huge fist.

Whatever it was, it remained silent and unmoving. As Fluttershy watched, a flock of birds flew up to it and landed on top. Concerned, she flapped her wings and brought herself level with the birds. “Hello little friends,” she said with a warm tone. “I don’t think this is the best place to make a nest. This big guy might want to move sometime.”

“Hello, little one.”

Despite its gentle tone, the voice boomed out across the street. The flock of birds squawked and took wing. Fluttershy made a noise much like a goat and dropped like a stone, barely catching herself before she hit the ground.

Landed ungracefully, Fluttershy looked up at the building-sized thing in shock. “You… can… talk?” she asked, her voice quaking.

“Yes, pony.” When the thing spoke, Fluttershy could feel the very ground vibrating beneath her hooves. “I am Ancient Maccabeus of the Ultramarines.”

“I… I’m Fluttershy,” she squeaked, cowering beneath her mane, trying not to meet his eyes. Or whatever he had instead of eyes. “What are you?” she whispered.

“I am a Dreadnought of the Ultramarines 1st Company, and I am here to protect you and everyone here from the Tyranids.”

“You’re an Ultramarine?” Fluttershy asked. “You don’t look much like the others… if you don’t mind me saying.”

“Not on the outside, no,” Maccabeus responded. “My real body is the same as those of my brothers. I pilot this metal body as if it were my own.”

“Why do you need a new body? Are you hurt?”

“A Space Marine who is too badly injured to fight any longer is placed inside a Dreadnought body. Even in death we still serve.”

Fluttershy’s eyes went even wider than before. “You’re… dead?”

“In a way, yes,” Maccabeus said solemnly. “I was injured four thousand years ago at the Battle of Calanus, when I was a member of the Ultramarines 5th Company. I was then interred in this metal body, so I shall serve the Imperium, even in death.”

Fluttershy was silent for a moment. This walking building held a warrior older than Equestria itself. His original body had been crippled, and he had been placed in this machine. She glanced back at the party, where she spotted Dannelos holding a cup of punch. Then she looked back at Maccabeus’s massive armoured fist, which still had bits of Tyranid shell stuck to it.

The shy pony felt an overwhelming surge of sympathy for the Dreadnought. He may have been able to live forever, but could anypony really call that life? Trapped in a walking tin can, unable to eat, unable to feel a breeze on his face, unable to even sit down. All that waited for him was war.

“How do you handle it?” she whispered. “How do you not go insane every day?”

“I endure, as I have for millennia,” Maccabeus replied.

“What happened, if you don’t mind me asking? What was it like?” Fluttershy asked quietly.

“The Battle of Calanus,” Maccabeus stated simply. “I remember it well.”

M37.884 10:44 (Calanus time) Calanus Prime (Planetary capital)

“Enemy jetbikes inbound!”

“Diverting Land Speeders to intercept. Hold the line, Sergeant.”

Sergeant Maccabeus aimed his bolt pistol and placed a perfectly aimed shot through the helmet of the Eldar Guardian, spraying a fine red mist across his comrades. The Guardian behind his unfortunate comrade was met with a power sword through the chest, piercing his thin armour like paper.

The fellow Assault Marines of Maccabeus’s squad, the Champions of Calth, butchered the remaining Guardians with chainsword, bolt pistol, and flamer. The microscopic blades fired by the xenos’ weapons were ineffective against the Ultramarines’ power armour.

“Land Speeders have arrived, Sergeant. We’ll deal with the Eldar craft.”

Maccabeus praised the Emperor for the timely arrival of the squadron of Land Speeder Typhoons, which roared by overhead, meeting the Eldar Vypers head-on. Assault cannons thundered and frag missiles streaked out from the spearhead formation, forcing the agile alien craft to take evasive maneuvers in the tight quarters of the city block. As the Assault squad advanced, one of the Vypers was forced to trade paint with a hab-structure and took a frag missile dead in the cockpit, turning it into a ball of shrapnel and flame that smashed on the street.

“Thank you, brother,” Maccabeus said into his vox as the Typhoons broke formation and shot off in pursuit of the remaining Vypers. “Ultramarines advance!” The three Tactical squads and the Champions broke cover and charged down the street.

“Maccabeus, auspex shows more xenos seventy meters down the street. Around fifty foot soldiers and two tanks,” Sergeant Pontius, leader of the Tactical Squad Blade of Vengeance, called out. “Wait until the attack commences, then bring death from the skies.”

“Understood.”

The Eldar raid on Calanus had been going on for only a week, and the xenos pirates had already reduced three regiments of Planetary Defence Force to corpses. Their attacks had only been occurring in and around the planetary capital, sending the population into a panic. The reason for this attack was fairly simple. The Adeptus Mechanicus had recently unearthed a large monolith with Eldar iconography several kilometers away from the capital and had brought it to the hive city for further study. The discovery had been reported to the Administratum, and eventually the Inquisition had found out as well. Almost as soon as Inquisitor Grecius of the Ordo Xenos had arrived, the Eldar had shown up, laying waste to the planet’s defenders. The Inquisitor had immediately sent a call for help, and the task of protecting the planet had fallen to Captain Thelonius and the Ultramarines 5th Company.

Currently the Ultramarines were countering the Eldar raid quite literally on all avenues. Alien warriors moved rapidly down the expansive streets of the city, launching lightning strikes against the entrenched PDF remnants.

Maccabeus sighed as the Ultramarines passed another decimated PDF barricade. Several lacerated corpses were sprawled among the sandbags, victims of the Eldar shuriken weapons. An autocannon emplacement sat untouched, its ammunition hopper still full. Such was the speed of the Eldar strike that by the time the human defenders even realized how serious their situation was, the aliens were already among them.

No fixed defence would hold long against such a swift and fluid style of warfare. Therefore, Captain Thelonius had ordered the 5th to advance steadily along the streets, meeting the aliens head-on. Maccabeus’s detachment had already run into several squads of Eldar Aspect Warriors, all of whom they had killed with lethal efficiency. Behind them advanced Predator tanks and Devastator squads. The city was laid out so that almost all streets converged on a central plaza, which the Eldar appeared to be using as a deployment zone. The Ultramarines’ strategy was to advance down the streets simultaneously with overwhelming firepower, slowly boxing their opponents in. The aliens’ greatest asset was their speed. Trap them against the wall and they were easy pickings.

Maccabeus’s detachment was one of three advancing down the street. The other two, comprising of Tactical squads, the 5th’s other Assault squad, a lone Dreadnought, and Captain Thelonius’s Command squad, moved down other streets. Behind each group advanced the slower Devastator squads and tanks. All three groups would reach the target simultaneously, where the crafty aliens would have nowhere to run.

“Team Tertius, in position.”

“Team Primaris, awaiting orders.”

Maccabeus brought his team to a halt. “Team Secundus, ready.”

With a rumble of engines and plumes of exhaust, the three Predator tanks and two Razorback transports ground to a halt behind them. “Armoured units, in position.”

Captain Thelonius’s voice sounded in everyone’s ears. “Devastators and tanks, I want the Eldar vehicles and heavy weapons out of action immediately. Assault squads, get in and keep them busy. Tacticals, advance behind the Assault squads. On my mark.”

Maccabeus swept his power sword out and brought it up in vertically in front of his body. “My faith is my shield,” he intoned, head bowed.

“Suffer not the alien to live,” growled Brother Locrian, the Champions’ flamer carrier.

“Open fire!” the Captain bellowed. “Charge! For glory!”

“Courage and honour!” the 5th Company thundered as one as they charged into the plaza.

The Eldar were well prepared for this engagement. A pair of their oddly-shaped tanks spun to engage, the elegant weapons flashing with pulses of lethal energy. Weapons platforms crewed by Guardians swung around and spewed beams of light towards their foes. The Eldar themselves fired barrages of microscopic blades from cover.

“Champions! To the skies!” At the words of their Sergeant, the Champions of Calth kicked in their jump packs and rocketed airborne on pillars of fire and smoke. Multiple gun barrels angled upward, tracking the soaring Ultramarines. Beside Maccabeus, Brother Tycian yelled in pain as an Eldar bright lance obliterated his torso, sending his pack out of control into a building. Maccabeus roared in defiance and fired several shots from on high.

One by one, missiles and las-beams streaked out from the Devastators, silencing several of the Eldar guns. The volume of fire aimed at the Assault Marines lessened slightly.

That was all they needed. Firing his jump pack again, Maccabeus shot downward at a blistering speed. Rockcrete cracked and splintered around him as he impacted the ground, and the lightweight Eldar Guardians were knocked into the air. The Sergeant wasted no time in laying into the stunned aliens with his sword, smashing aside any feeble defence that they attempted.

Around him, the surviving Champions landed similarly, sowing confusion and chaos within the enemy ranks. The Guardians immediately began pulling back and were met with volleys of supporting fire from the advancing Tactical squads.

“Cowardly aliens! Fear the Emperor’s wrath!” Sergeant Pontius shouted as he cut down several fleeing aliens.

“Enemy tanks are still active!” one of the members of Pontius’s Blades called out.

“Bring our multi-melta up!” Another Blade, encumbered by a heavy dual-barreled weapon and its power pack, advanced towards the elegant forms of the two Eldar Falcon tanks. Both of the tanks strafed back and forth, laying down lethal suppression fire on the Ultramarines. The Devastators and Predators responded with lascannon and missile launcher, but the enemy vehicles jinked out of the way at what seemed like the last possible second. Maccabeus could have sworn that several shots struck the rounded white hulls, but the images of the Falcons seemed to flicker, and suddenly they were several metres away.

“They have holo-fields!” he called out. “We need to get in closer!”

“If your squad can draw their attention, my Blades can advance!” Pontius replied, slamming a fresh magazine into his bolter.

Maccabeus stood up and raised his sword to the sky. “Champions, with me!” He fired his jump pack again and shot airborne, followed closely by his battle-brothers.

Sure enough, the Eldar tanks’ guns tracked the airborne Ultramarines, spewing rainbows of death at them. Maccabeus leaned sideways, evading a starcannon blast that would have melted his legs. Down on the ground, Pontius’s Blades were charging forward, the multi-melta Marine at their head.

“Burn, xenos!” he roared, his voice somehow cutting through the pulsing of the Eldar lasers. With a blinding flash of ionized air, a ravening beam of thermal energy blasted out from the gun, ripping into the alien tank. The off-white armour at the point of impact vaporized instantly; the plates around it sagged and deformed from the heat. Abruptly the Falcon skewed sideways, one of its antigravity drives destroyed. A follow-up blast from the multi-melta destroyed its cockpit and it crashed to the ground for good.

The second tank, noticing the fate of its partner, reversed its engine and shot backward, still firing laser blasts at any target that presented itself. The Blades could not advance without moving into the open, so they took cover behind the ruined Falcon.

Maccabeus surveyed the scene from cover. The second Falcon was in a remarkably open area, where it had plenty of room to maneuver. Its holo-fields would spare it from any anti-armour shots, so it was free to keep Team Secundus effectively pinned.

Cursed alien technology, the Sergeant thought. There has to be a way… idea! Grinning beneath his helmet, he reached into a pouch on his belt, pulling out a melta bomb. “Pontius, I have a plan.”

A few quick words later, and the Champions took to the skies for a third time. The Falcon tracked them, burning Brother Tarquin out of the air with another bright lance.

One by one, the Champions fired their packs again, landing around the tank. The Eldar pilot strafed sideways to avoid the possibility of an armoured giant landing on his roof. As Brother Locrian landed to its right, the alien veered to the left.

Directly into the path of Maccabeus. With a roar of triumph, he slammed the melta bomb down right on the Falcon’s canopy.

The Assault Sergeant had brought many enemies of the Imperium to their knees, but few occasions had been as satisfying as when he imagined the look of horror on the Eldar pilot’s face.

He ignited his pack again, launching himself off the tank. As a final, vindictive gesture, the pilot fired one last volley, which passed harmlessly over Maccabeus’s head. A second later the bomb detonated, blowing the tank in half and sending its turret flying.

The remainder of Team Secundus cheered Maccabeus’s name as he landed among them.

“You’ll earn a Valour Crest for sure, brother!” Pontius laughed, clapping him on the shoulder.

“Save the celebrations for later, brothers,” Maccabeus said cheerfully. “There’s still xenos to kill.”

With shouts of approval, Team Secundus advanced across the rubble-strewn plaza, the rumbling Predators and Razorbacks following close behind.

Teams Primaris and Tertius had pushed into the plaza with little effort. Captain Thelonius cut a magnificent figure as he slashed through xenos with his lightning claws. A short distance away, Dreadnought Victus held a howling Eldar in one fist, which spun on its joint like a top. Blood and chunks of armour spun off the alien before he threw it aside. Everywhere the Ultramarines looked, the Eldar were in full retreat.

“Stay vigilant, brothers,” Thelonius warned. “They are up to something.”

Maccabeus quickened his pace and scanned through the smoke hanging over the plaza. He could make out several hazy shapes ahead, not bulky enough to be Space Marines, but surprisingly large nonetheless. The figures stood defiantly in the center of the plaza, accompanied by their smaller comrades.

“Captain, I can see the xenos dead ahead. They are standing their ground.”

“A last stand then.” Thelonius snorted derisively. “It appears that they are ready to die. In the Emperor’s name, we shall oblige them.”

The Ultramarines charged through the smoke, revealing around thirty Eldar of varying Aspects. Most wore the crisp blue armour of Dire Avengers, their primary foot soldiers, but ten of them wore larger, bright green armour, marking them as Striking Scorpions, melee specialists.

In the middle of the formation stood a smaller Eldar who wore what seemed to be a long robe, covered in bizarre iconography. In one hand he carried a large glaive with a shimmering, crystalline blade what caught the sunlight and shone beautifully.

“Xenos!” Thelonius called out. “You have made a grave mistake coming here! Now feel the wrath of the Ultramarines!” He shouted a battle cry and charged, followed by the entire 5th Company.

In response, the Dire Avengers took a defensive stance, firing their shuriken catapults into the charging mass of Ultramarines. The Scorpions spun their elegant chainswords around and stood in a wedge protecting the Warlock.

Just as the unstoppable charge of the Ultramarines met the Eldar defence line, another force of aliens emerged from the smoke and unleashed a fresh wave of devastation upon the charging Space Marines.

Maccabeus howled in defiance as he saw several battle-brothers fall. Setting his sights firmly on the Warlock and his retinue, he fired his jump pack, shooting horizontally across the ground.

“Victoris Ultra!” he shouted as he tackled one of the Scorpions, dragging him along the pavement before stoving his helmet in with the hilt of his sword. Hopping to his feet, he met the whirring blade of another Scorpion. Using his superior strength, he forced the blade aside and launched a kick at the alien, but it leapt back nimbly.

Around him, the Ultramarines were engaged in an impossibly fierce battle. Eldar reinforcements streamed in from all directions, bogging the 5th down with their numbers. None of the tanks could assist without risking damage to their comrades, so they tried instead to interdict the squadrons of Eldar tanks and jetbikes that seemed to emerge from thin air.

Cutting through another Scorpion, Maccabeus spared a glance at the Eldar Warlock. Curiously, the alien psyker still knelt serenely on the ground, oblivious to the havoc occurring around him.

He must be aiding his brethren somehow, Maccabeus thought. I’ll fix that. His target firmly set, he charged towards the alien. As he closed in, a pair of Scorpions moved to intercept him, their pistols flashing.

Unwilling to waste time, Maccabeus launched a metal-warping kick at a nearby groundcar. The blow sent the abandoned vehicle skidding across the ground, knocking one Scorpion away and forcing the other to flip over it. As it landed, the Assault Sergeant swept forward and rammed his sword through its faceplate. He did not slow down at all, letting the corpse slide off his blade.

“Brother! Let’s end this!” Maccabeus swung his head to the side to see Sergeant Pontius and his Blades charging as well, training their weapons on the Warlock.

Suddenly, the psyker stood. He thrust his left hand outward, aimed toward Pontius.

Maccabeus had an awful premonition. “Brother! Get back!”

His words were too late. Eldritch lightning leapt from the Warlock’s fingers, wracking Pontius. The Tactical Sergeant howled in pain as his limbs spasmed, and he collapsed to the pavement in a charred heap.

The Blades cried in outrage, but the Warlock waved his hand, deflecting their rage-driven shots with a shimmering shield. He then brought his staff down to the ground, and a shockwave of bright blue energy exploded outward. Maccabeus dropped to a knee and rammed his power sword into the rockcrete, but the Tactical Marines were blown off their feet, hurtling backward.

A righteous rage blazed in Maccabeus’s chest, driving him to end this, to avenge Pontius, to prove that the Ultramarines 5th would not be made fools by alien witchcraft. Firing his jump pack for a final time, he tackled the Warlock. The alien’s head smacked against pieces of rubble several times before the pair came to a halt against a large surface.

Maccabeus had lost his bolt pistol in the scuffle, so he reached forward and ripped the psyker’s mask off to reveal his pale features. He was disgusted by how… human the Eldar looked. Their features were elfin and porcelain, but they could be mistaken for humans.

“Your trickery has failed you, xeno,” he spat in the alien’s face. “Now feel the Emperor’s punishment.”

“Oh really?” The Warlock coughed, splattering blood across his robes. “Did I really fail?” He chuckled. “Once again, you primitives miss the obvious. That shall be your downfall.”

Maccabeus was about to decapitate the Eldar when his eyes flashed blue. A second later, another blue flash nearly blinded the Sergeant, and he stumbled back.

Behind the Warlock stood a massive, curving monument, which glowed an otherworldly blue. Its surface was a bone-white, yet it seemed to shift and squirm as if alive. Shining red gems were set along its surface, and lightning crackled among them.

“A webway portal,” Maccabeus breathed in astonishment.

“An apt observation, mon-keigh,” a voice sneered from behind him. “Your kind has an obsession with stating the obvious.”

Behind the Sergeant stood an eldar in bulky, maroon armour with odd extensions, making him look almost like a spider. Maccabeus launched himself at this new adversary, but he disappeared in a flash of light.

“Ancient Victus! Bring down that structure!” he barked. “Champions, to me!” He spun around, searching for the elusive alien.

He heard the crackle of teleportation and spun just in time to catch a chest-full of twisting blue monofilament. The impossibly thin substance sprayed from the Warp Spider’s deathspinner, adhering to Maccabeus’s armour like a spider’s web. A razor-sharp, lethal web.

He charged forward, pushing through the surprising force that the weapon carried. Suddenly, pain exploded through his body from the inside out. Staggering, he caught a glimpse of his severed leg flopping to the ground.

As he fell, he saw another Warp Spider, his more elaborate armour marking him as an Exarch. The blast from the weapon had pierced clean through his leg, shearing it clean off. The pain he could handle, but now his armour was breached.

As if reading his thoughts, the first Warp Spider fired again, this time aiming low. The monofilament wire wrapped around the stump of his leg and travelled up into his body. More pain, as if his body was tearing itself apart from the inside out.

“Die… xenos,” he choked out, his helmet filling with blood. The wire had reached his lungs.

“Ironic words from a dying mon-keigh,” the Exarch muttered. “My brothers, we have outstayed our welcome.”

With a mighty crack, a ruby-red las-beam struck the alien, blowing his limbs each in a different direction. The other xenos turned tail and one by one, vanished with the flashes of teleportation.

Brother Locrian rolled Maccabeus onto his back. “He’s still alive! Get the Apothecary!”

Captain Thelonius stepped forward. “Brother, you are a hero among heroes. By Guilliman and the Emperor I shall not let you die.”

Maccabeus’s vision was blurred with his own blood, and he could no longer feel anything below his ribcage. But he still clasped the Captain’s gauntlet in his own. Coughing blood out of his mouth, he spoke.

“Even in death, I will still serve.”

M41.996 14:42 (Equestria time) Ponyville

“To this day, I can remember with perfect clarity the feeling of the alien’s weapon ripping my organs apart. I can still feel that pain.”

Fluttershy looked utterly horrified. Her face was slightly green, and she pressed a hoof to her mouth to try to keep her lunch where it belonged.

“How did you survive?” she managed after forcing the bile back down her throat.

“By refusing to die. I felt the pain, but I did not resist. I let it flow through me. I embraced it. I let the pain become part of me, so that whenever I felt it, I knew that I was still alive for a little longer.” The Dreadnought paused. “And I won. The pain gave in to my will.”

The yellow pegasus stared up at the huge alien. A feeling passed through her that she never thought she would feel regarding the Ultramarines. That feeling was inspiration. She was still awestruck and horrified by what Maccabeus had endured, but now she knew, for sure, that there was hope for Equestria.

She whispered something even more unintelligible than usual.

“What was that, Fluttershy?”

“I said thank you,” she repeated. “For being here. And for telling me your story. I don’t doubt you at all anymore.” With a smile, the normally timid pegasus hopped to her hooves and trotted down the street, her head held high.

Suddenly, a thunderous roar echoed across the skies. With a squeak of fear, Fluttershy shot into a nearby bush.

The sound had essentially ended Pinkie’s party. Everypony forgot about dancing and stared upwards in shock. Pinkie looked up, gasped, and jumped in shock. However, she did not come down for quite some time, just hanging in midair.

Gliding down into the town square were four massive blue craft. Each was larger than a full-grown dragon and was covered in armoured plates adorned with the emblem of the Ultramarines. The massive prows of the craft looked like battering rams.

“Hey! Those look like giant fists!” Lyra exclaimed giddily. She turned to Bon-Bon, who was still staring in shock. “Oh, come on! Isn’t it at least a little interesting?”

The Ultramarines bustled about, gently pushing ponies away from the Thunderhawk Transporters’ drop-off zones. Maxilos switched on his vox-system. “Area clear. Deploy vehicles.”

With a resounding crash, four Predator battle tanks and a single Land Raider dropped to the ground, bouncing on their suspension systems. Their impacts cracked the pavement under their treads.

“Armour has arrived,” came the voice of Techmarine Aegeus.

“Excellent.” Captain Sicarius headed for the waiting tanks. “Perform all battle-rites and continue delivering the rest. Are the Land Speeders ready?”

“Yes Captain. They can deploy as soon as their pilots are ready.”

Sicarius turned back to the stunned ponies, who stared at the hulking tanks. A few inquisitive pegasi among them flew in for a closer look, but they sailed away like leaves in a tempest as the Thunderhawks lifted off and angled back towards the sky.

Twilight’s analytical mind was racing as she watched the massive gunships leaving. How can those things even fly? They look less aerodynamic than Applejack’s barn! Flight is theoretically possible without flapping wings or helium, but how does something that large and ungainly fly?

The huge treaded vehicles were slightly easier to comprehend, especially once they started up and began spewing thick fumes. Judging by the smell, I’d say they burn some sort of oil. It’s a lot like our gas stoves, but on a much larger scale. She examined the largest tank, which was around twice the size of the others. Larger scale indeed, she thought.

“Ugh, what in the world are those horrid things?” Rarity asked, covering her nose against the exhaust. “They’re so blocky. No elegance whatsoever. And that smell!”

Maxilos stood against one of the smaller tanks, whose massive turret bore glowing blue coils. “This is a Deimos-Pattern Predator Executioner, a variant of our main battle tanks. It is the mainstay of our armoured units.” He placed a hand on the side of the Predator’s hull. “This one is the Terminus Rex, my personal project. I spent almost a century restoring it.”

Captains Stormcaller and Stone Mason examined the tanks intently, looks of admiration and even a bit of jealousy evident on their faces.

“Haven’t you ever seen a tank before?” The Royal Guards turned to see Sergeant Manorian watching them from beside the Land Raider.

“As a matter of fact, yes,” Stone Mason retorted. “We have Steam Tanks.”

“You mean we have an incomplete project that is ridiculously impractical,” Stormcaller said. The Steam Tank was a project to create armoured vehicles for the Equestrian military. Using boilers and coal much like a train, they were designed to move without tracks, providing mobile cover and anchoring battle formations. Unfortunately, the results of the project were plagued with mechanical failures, and further development had been shelved. The few Steam Tanks in service were ramshackle, ungainly machines that would last for a matter of minutes on the battlefield before stalling, breaking an axle, or sometimes even exploding.

However, they were still valuable assets. Even with their limited mobility, they were virtually indestructible to conventional weapons such as crossbows or swords. The large cannon mounted on their hulls served as valuable mobile artillery.

“Time to show you ponies how the Ultramarines wage war,” Manorian chuckled, patting the side of the Land Raider and striding off.

“Who does he think he is?” Stone Mason growled, watching the retreating Space Marine with contempt. “We’re not completely incompetent.”

“We’ll just have to prove it, then.” Stone Mason gave Stormcaller a look of shock. “Mason, the rules were changed as soon as the Tyranids arrived. Our usual strategies won’t work any more.”

As much as he hated to admit it, Mason knew that the unicorn was right. These Ultramarines knew how to wage war. “Is it wrong to want to protect my home? I don’t want to stand by idly and let outsiders do our job for us!”

“Calm yourself, Captain. We shall prove ourselves to our new allies.”

Mason nodded. “The sooner the better.”

A short time later, the Ultramarine and pony leaders stood in the town square among multiple hulking tanks. Captain Sidewinder, Rainbow Dash, and Applejack had all returned from the hospital, followed by Apothecary Venatio.

Celestia approached the white-armoured Space Marine. “Apothecary, I cannot thank you enough for what you have done. You saved countless lives.”

Venatio nodded. “Nobody, human nor pony, shall die if I have anything to say about it. I have stabilized the most critical cases. My services will be required soon in battle.”

Sicarius cleared his throat. “The Tyranids will not give us long to recover. Now that they are aware that our forces are concentrated here, they will return in earnest. Our best hope is to engage them immediately and destroy their spawning grounds before they amass enough numbers to overwhelm us.”

He glanced upward, where another Thunderhawk was delivering a pair of Whirlwind tanks. “I know that you do not wish to leave any population centers undefended.”

“Obviously,” Rainbow Dash muttered under her breath, shooting a wary glance at Sergeant Marcellus.

“Therefore I will dispatch Land Speeders to outlying settlements, urging the citizens to take precautions.”

“Captain, I doubt that anypony would be willing to trust giant armoured aliens who show up to their homes,” Captain Sidewinder interrupted.

Marcellus shot a glare at the pegasus, but did not make his usual death threats.

“Which is why one pony will ride with each Ultramarine.” These words sent a ripple of surprise throughout the group. “Preferably one with a connection to the area where we send them.”

Rainbow Dash felt a twinge of paranoia. The Ultramarines would obviously send a messenger to Cloudsdale, and she was a likely candidate to travel. Despite the Apothecary’s healing and words of reassurance, she was still not ready to trust the Ultramarines completely.

“Cap’n, ah’d be happy to ride to Appleloosa with one o ya.” Everypony turned to Applejack in surprise. “Ah’ve got family there. They should be willin’ to listen ta me.”

Sidewinder stepped forward to Rainbow Dash’s great surprise. “I’ll ride to Cloudsdale. It’s my hometown.”

“And I shall go to Canterlot.” Everypony looked at Princess Celestia.

“Sister, we need you here!” Luna said. “Let me go!”

“Luna, the nobles will listen to me,” the white alicorn said. “And I have full confidence in your abilities to protect Ponyville.”

“We are yours to command, Princess.” Stormcaller and Stone Mason bowed to Luna. “We’ll follow you to Tartarus and back.”

Luna blinked away tears. She had just been reliving her memories of Nightmare Moon, when she had thought that her sister had no faith in her. To hear her express her trust was almost overwhelming.

“Th-thank you, sister,” she sniffled.

“Fear not, Luna,” Argus said. While the Ultramarines still stand, this town will never fall.”

“It’s settled, then,” Sicarius stated. “Sergeant Strabo, you and three of your brothers shall pilot the Land Speeders. Two will travel to each settlement. Canterlot is close enough so that Princess Celestia can reach it safely alone.”

The Assault Sergeant acknowledged the Captain with a nod and hopped onto a waiting Land Speeder Typhoon. “Well?” he said. “Get aboard, pony.”

Applejack started slightly and hopped in. The seat was extremely large, designed for someone over twice her size. Still, she managed to sit awkwardly in a passable imitation of Strabo’s posture.

Off to the side, Lyra giggled in delight as she watched Applejack sitting like a human.

The orange farmpony jumped as Strabo reached across her and pulled a large belt over her barrel, snugly fastening her to the seat. At her confused look, he explained. “This Land Speeder can travel at three hundred-fifty kilometers an hour. I recommend that you hang onto something.”

“Ah have no idea what yer talkin’ about.” Applejack squirmed under the tight seatbelt. “An’ how does this thing go anyway? Where’s the wheels? How does it even stay on the road?”

Strabo started the Typhoon’s engine, enjoying the look of horror on Applejack’s face as it floated off the ground. “Where we’re going, we don’t need roads.”

“Oh buck,” was all Applejack muttered before Strabo hit the accelerator, launching the vehicle forward at a face-deforming speed.

Caramel was similarly strapped into another Typhoon, and was trying his best to wriggle out after he saw the first speeder race off. “Oh nonononono this was a bad ideaaAAAAAAAA!” His pilot, Ionius, slammed the accelerator and shot off after Strabo.

Pinkie began snickering, and soon her laughter had infected the rest of her friends. Their cackling only grew more raucous as two more Land Speeders shot off towards Cloudsdale. Captain Sidewinder tried to maintain a stoic expression, which only made his face funnier to watch as his ride rocketed off.

Finally managing to compose herself, Twilight pulled out several scrolls on the physics of flight from her saddlebags. She was still trying to wrap her mind around how the hulking Thunderhawks could fly, and now the nimble Land Speeders had just given her more to think about.

Sicarius could not help but smile beneath his helmet at the ponies’ cheerful attitudes. So excited and happy with their lives, he thought. Their happiness will soon be shattered.

“Captain, come in!”

At Scout-Sergeant Darius’s words, Sicarius’s mind instantly switched to tactical mode. “What is it Sergeant? Tyranids?”

“Several broods of Raveners and gaunts, sir. Advancing along the path from the forest.”

“Let’s give them a warm welcome, then.” Sicarius switched his vox-channel to Maxilos. “Techmarine! Bring the Terminus Rex to our defence lines. We have Tyranids to kill.”

Sergeant Octavian fired another precision bolter burst, blowing an arm off of a charging Ravener before it could slash him apart. The creature recoiled, allowing Octavian to smash his powerfist into its face.

“Tighten your firing arcs! Don’t let any of them through!”

The Tactical Squad Swords of Judgment lived up to their reputation as expert marksmen and unleashed a fusillade of bolter fire, forcing the swift aliens back.

The Raveners had struck with the frightening speed characteristic of their kind. Octavian’s squad had been closest to the intrusion, so he had immediately engaged. The Tyranids that had already reached the buildings fell to perfectly aimed shots, but the swarms just kept coming.

“Where’s our armoured support?” Brother Diosis yelled as he flung a frag grenade.

“Predators are on their way,” Octavian replied, bringing down a leaping Hormagaunt.

As if on cue, a searing pulse of bluish-white energy from a plasma cannon incinerated a slithering Ravener. Two more blasts identical to the first followed, claiming yet another. Shortly thereafter as hail of heavy bolter shells ripped into the hordes of gaunts, sending their bodies flying apart and kicking up plumes of dirt.

Stormcaller sat beside Maxilos on the turret of the Terminus Rex. He stared at the devastation that this one vehicle had unleashed.

“Can I get one of these things?” he asked with a laugh.

“Unlikely,” the Techmarine responded. “You possess no digits capable of manipulating the controls, nor do you have any sort of training. It would be highly illogical for you to operate a Predator tank.”

“I was kidding,” Stormcaller replied with a roll of his eyes.

Sicarius jogged up to Sergeant Octavian. “Report, Sergeant.”

“Large enemy force comprised of fast attack troops.” The Sergeant surveyed the battlefield, watching fire from his squad and the recently arrived Predator make short work of the remaining Tyranids. “A probing raid. They were gauging our defences.”

Sicarius turned back to Luna and the Element Bearers. “Ponies, the Tyranids are going to strike soon. Get all non-combatants to shelter and alert your soldiers.”

“But… you scared them off,” Fluttershy said. “They’re not coming back so soon?”

“The Tyranids are nothing like the animals of your world.” Sicarius drew his sword and pistol. “They were testing us, seeing how we would react. That wave was their scouting group.”

He turned back to scan the woods. “Now the real war begins.”

Holding the Line

Chapter 7: Holding the Line

M41.996 15:12 (Equestria time) 85 kilometers southwest of Ponyville

“AAAAAAAAAA!” Caramel’s screaming somehow carried over the sound of the air rushing past the two Land Speeders.

“Now that is really beginning to annoy me,” Sergeant Strabo muttered.

Applejack could not respond. She was to busy trying to get her face to return to its original shape, which it had not held since the Land Speeder had accelerated.

Strabo had no such problem, thanks to his sealed helmet. As an Assault Marine, he was trained to pilot all variants of Land Speeders, from the heavily armed Typhoons such as the one he currently flew to the agile Tempests. Jinking between trees, dodging anti-aircraft fire, and bombarding enemy forces, all while flying at three hundred-fifty kilometers per hour was just another part of his role in the 2nd Company. He had grown to enjoy the empowering feelings of speed and acceleration, and being hundreds of meters away before the enemy even realized that they were under attack.

Sadly, it had been a long time since Strabo had been behind the controls of a Land Speeder. The densely-packed hive cities of Ichar IV had been no place for skimmers. Therefore when Sicarius had decided to send messengers to outlying pony settlements via Land Speeders, Strabo’s day had immediately improved. He might not be able to exact his own vengeance on the Tyranids, but for now he could enjoy the exhilarating sensation of flight.

“Dontcha think we should slow down a bit?” came the nervous voice of the orange pony sitting in the gunner’s seat beside him.

A pang of irritation shot through the Assault Sergeant as he snapped out of his reverie. He had almost forgotten about the alien presence with him in the Land Speeder. He had heard her referred to as “Applejack,” and she had volunteered to travel with him to the settlement called “Appleloosa.” Strabo had no issue with Sicarius’s order that one pony travel with each Land Speeder. The Captain had passed judgment on the ponies, and Strabo would obey his orders, but his passenger’s naïveté was… annoying at times.

“’Scuse me, but ah asked ya a question.”

Persistent little xeno, Strabo thought, his irritation increasing. “No, pony,” he growled. “The sooner we get to where we are going, the sooner we can leave, and the sooner I can rejoin my battle-brothers.”

“Well ah didn’t mean ta get ya bent up ‘bout it,” Applejack responded, sounding surprised at his sudden anger. “Ah was jus’ askin’.”

Good. This conversation is over.

“Ah jus’ wanted ta say that ah really appreciate everything y’all are doing fer us.”

Emperor, not more pointless… wait, what? “What did you say, pony?” he asked incredulously.

“Ah was sayin’ thank you.” Applejack smiled sheepishly. “Ya saved us all from those Teary-Nids, or whatever they’re called.”

For the first time in as long as he could remember, Strabo was at a loss for words. After a long hesitation, his voice returned. “You are welcome, pony,” he said slowly.

“Ya didn’t really have ta do any o this,” Applejack continued, obviously intent on carrying on the conversation. “And ah’m pretty sure that some o ya didn’t want ta help us.”

“Several of my brothers have felt that way,” Strabo replied, recalling a brief debate among his own squad. “But they will obey Captain Sicarius.”

“What about ‘Sergeant Merciless,’ or whatever his name is?”

Strabo allowed himself a grin at Applejack’s mispronunciation of Marcellus’s name. In the past few weeks, the Terminator had proven himself to be an utterly ruthless fighter, not caring about anything but victory. Marcellus would probably approve of that nickname, Strabo thought. Even though he would never admit it.

Applejack continued. “Cuz he tried to kill mah friend Rainbow Dash!”

While the orange pony was obviously shocked and indignant about this, Strabo was unsurprised. “Marcellus is very short-tempered. You ponies would do well to keep out of his way.”

“But why the hay would he try ta kill somepony? He can’t jus’ go ‘round killin’ anypony who annoy him!”

“Applejack,” Strabo said. “We come from a world where anything non-human is considered an abomination to be purged from the galaxy. Understand that whenever Marcellus sees you, more so than any of the rest of us, he sees an offence to the Imperium. He is forbidden to harm you, but he will not hesitate to disobey orders if provoked.”

Those words left Applejack with quite a bit of food for thought. As revealing as they were, they still left unanswered questions. If humans hated aliens, why did the Ultramarines not kill everypony? Why did Marcellus attack Rainbow Dash when all the other Ultramarines did not? Why would he disobey his Captain’s orders? And what did Rainbow Dash do to provoke him?

She felt it best to not pursue these questions at the moment. Strabo seemed civil enough, but considering his words about how humans regarded nonhumans, she decided to continue her investigation later.

Besides, she had a more pressing concern. The landscape of Equestria that whizzed past the Land Speeder was breathtaking. Or at least she suspected it was. Her eyes were squinted shut against the air rushing against her face.

“’Scuse me, but ah can’t see a thing with this wind,” she said apologetically.

Strabo glanced at the storage compartment between the two seats. Besides his bolt pistol, power sword, and explosives, there were several pairs of flight goggles, intended for Scouts or Marines who preferred the wider field of vision provided by not wearing a helmet.

“Try these.” He handed the goggles over and Applejack awkwardly grabbed them between her hooves. Though designed for a human, they shared the same basic design and fit perfectly over her face.

“Thanks,” she said. “Ah owe ya…” she broke off as she looked out over the terrain blurring past. They had been travelling for a matter of minutes, but they were already far outside Ponyville’s borders. Passing below them were gently rolling hills covered in lush green grass, with hardly a tree in sight. Even the Canterlot Mountains had almost vanished over the horizon.

As she looked down again, the grassy fields transformed into the shimmering surface of a pristine lake. The water rippled gently from the wind of their passage, and before she could fully appreciate it, the lake swiftly shifted back to grass.

So this is what it feels like to fly, Applejack thought. Her stomach lurched, and her face probably matched the colour of her eyes. How the buck do those pegasi stand it? The gorgeous landscape flashing by was too much to take at once, and she felt sick to her stomach. Groaning, she slumped back down, staring intently at the seatbelt buckle.

“What should I know about this ‘Appleloosa?’” Strabo asked. “You have family there?”

Glad to have something to take her mind off of her airsickness, Applejack sat up and looked at the Ultramarine. “Why, Apploosa is one o the best towns in Equestria! Buncha mah family have lived there ‘slong as ah can remember. Mah cousin Braeburn-”

“Sergeant!” Ionius shouted over the vox. “Look out!”

Strabo snapped his gaze away from the stubborn orange pony to see a massive rock formation jutting up from the ground. Cursing, he jinked hard to the left, feeling the g-forces press him sideways into his seat.

Applejack felt like her internal organs had decided to kick the right side of her body. Gagging from the sudden force, she grabbed her hat before it could fly off. “What in tarnation?”

Strabo wrestled with the controls and quickly righted the Land Speeder, elevating several meters above the huge, sandy tan rocks. After a few seconds they were flying level with Ionius and Caramel.

Finally slowing her breathing, Applejack sighed in relief and turned to the pilot. “Well,” she said with a cheerful grin. “That weren’t so bad.”

Without warning, an alien screech sounded over the whining of the skimmers’ engines, and a large glob of sickly green fluid splattered across the side of Strabo’s Typhoon. The caustic liquid steamed and evaporated, leaving a large blemish on the bodywork of the craft. Applejack spun in her seat to face their assailant.

Diving toward her was yet another permutation of the various Tyranid horrors that she had witness earlier that day. Its body shared the same shape of some of the smaller ground-bound Tyranids, but exchanged it four rear legs for leathery, bat-like wings, each tipped with menacing claws. Its forelegs were melded together to hold what looked like a chitinous counterpart to the Ultramarines’ “bolters.”

This bizarre biological weapon hissed and spat a volley of dark pellets towards the farmpony, who threw herself sideways, just in time to see a cluster of oversized, writhing beetles impact the hood of the Land Speeder, smashing apart in spurts of insect parts that would have made Rarity wake up screaming every night for a month.

“Tyranid flyers!” Ionius shouted. “I count at least two dozen Gargoyles!” It looked more to Applejack like twice that number. She had just managed to stop her head from spinning with airsickness, and now she had more than twenty screeching, diving bat-aliens to watch.

Wonderful, Strabo thought as he swung sideways to avoid another venomous spray.

“What are we gonna do?” Caramel cried over the vox, ducking a swooping Tyranid.
“How the hay did they catch us?” Applejack asked, watching the bat-like aliens swarming around the two skimmers.

“They must have been hiding in that rock outcropping.” Strabo tapped several controls. “That is irrelevant. We have the advantage in speed. Disengage and continue to Appleloosa.” He slammed the throttle forward, and the Land Speeder shot forward through the swarm, pulping one unlucky Gargoyle against its hood. Within seconds, the alien flock was far behind the Ultramarines’ craft but still in pursuit.

Applejack stared at him insistently. “Strabo, them bugs don’t even know Appleloosa exists! We’ll be leadin’ em straight to it!”

The Assault Sergeant quickly weighed his options. The Land Speeders could easily outpace any Tyranid flyer, but the xenos were right on their tail, and it was unlikely that they could lose ever them entirely. Continuing on to Appleloosa would lead them straight to the town, and it was doubtful that such an isolated frontier town could hold off even a scouting party of Tyranids. Plus, increasing speed could result in overheating the engines, stranding them in the middle of the desert surrounded by airborne aliens.

Strabo was forced to concede that Applejack was right. The Ultramarines were mighty indeed, but they could not afford to spread themselves too thin, and leading the enemy straight to another population center would quickly result in a war on multiple fronts.

“Ionius. Change of plans.” He spun the Land Speeder around abruptly and sped towards the flock of Tyranids, Ionius close behind. “We kill them all.”

“I hope you actually have a plan!” Caramel shouted.

“We always have a plan,” Ionius chuckled, and flipped several switches, priming the missile launchers on the craft’s sides. With a tap of the firing stud, a pair of frag missiles whooshed forward, each seeking a separate target. The swarm of Gargoyles parted around the shots, but the guidance systems had already chosen their victims. The two unfortunate xenos blew apart in a burst of fire, smoke, and chitin. Shrapnel blasted outward, ripping into nearby Gargoyles, shredding wings and shattering thoraxes. With around a third of their number gone, the flock quickly rearranged itself, spreading out to minimize future splash damage.

“Damn Tyranids,” Strabo muttered. “They never fall for the same trick twice. Save your missiles. We do not have enough to pick of each one individually.”

Applejack felt the cold touch of fear. Unconsciously, she realized the similarity between this alien swarm and herding cattle. Clustered together, they were easy to manage, but now that they had spread out, bringing down each individual would be a waste of effort and resources. She glanced at Strabo and saw him fiddling with his pistol one-hoof… handed. Feeling useless was never something that anypony enjoyed, but Applejack in particular. She could never sit by and let somepony else do all the work.

Strabo fired off a few shots, scoring a lucky hit or two, but he could not afford to put much thought into aiming. Trying to shoot down Gargoyles and steering simultaneously could only end badly.

Tracking a nearby Gargoyle, Applejack’s gaze fell on the massive gun mounted in front of her seat. Obviously it was intended to be used by the Land Speeder’s passenger. Judging by the size of its projectiles that fed into it via a belt, it would make short work of their assailants.

Ideeeeaaa! Applejack grinned and tapped Strabo on the shoulder plate. “Strabo! Ah got an idea! Ah could use this thing!” She pointed at the idle weapon.

A horse-alien using a heavy bolter, Strabo thought. Just when I thought that this world could not get any stranger. He reached over and flipped the safety off. “It’s called a heavy bolter. Aim down the top of the gun, pull the trigger gently, and aim for the closest target!”

Applejack leaned forward in her seat, straining against her harness. The huge gun shifted on its mount, moving smoothly and easily. She managed to grasp its surface awkwardly, gripping the handle with one hoof and placing the other against the trigger. Without warning, the gun barked and flashed, a single explosive bolt shooting out and detonating against the rocks in the distance.

“Whoa!” she yelped. The heavy bolter had bucked in her grip as it fired, but not quite as strongly as she had expected. What had surprised her was the sensitivity of the trigger, as it had fired when she barely touched it. Resetting her hooves, she swiveled it around, searching for an easy target.

Strabo swung the Land Speeder around, giving Applejack a clear line of sight at a pair of Gargoyles that were flying straight at them.

“Two targets, twelve o’clock!” he barked. “Short burst!”

“Noon was three hours ago!” Applejack retorted, but she pulled the trigger anyway. The heavy bolter emitted a steady stream of shots, accompanied by a percussive thudding sound. It kicked repeatedly against her hooves, sending jolts of pain through her forelegs, but she ignored it. Her hail of shots struck both Gargoyles, blowing the wings off of one and bursting the thorax of the other, causing both to plummet downward where they left ugly stains on the desert sand.

“Good shooting,” Strabo complimented. “I’ll call out targets.”

“Whaddidya mean by ‘twelve o’clock?” Applejack asked. “Shouldn’t it be ‘bout three by now?”

“It means… never mind.” Strabo veered to the side to avoid a shower of borer beetles. “Ionius! Have your pony man the heavy bolter!"

“What? Are you insane?” both Ionius and Caramel exclaimed simultaneously. “He cannot…”

“I can’t…”

“We have no choice!” Strabo said angrily. “We need these things dead before we can move on! Do you have a better idea?”

In response, the heavy bolter on Ionius’s Land Speeder opened up, spewing an indiscriminate hail of bolter shells along its firing arc.

“Whoa how do I stop this thing?” Caramel yelled as he spun the weapon on its mount.

Strabo veered around to face the majority of the remaining Gargoyles. Applejack lined her eyes up with the heavy bolter’s sight. Dead ahead were at least ten more aliens flying towards them, firing their bio-weapons and shrieking with a malevolent fury.

“Open fire!” Strabo roared as he rammed the throttle forward. “For the Emperor!”

“Fer Equestria!” Applejack responded, squeezing the trigger. The recoil of the fully automatic fire nearly ripped her out of her harness, but the effect on the Tyranids was far more satisfying.

The thunderous fusillade of fire that she unleashed was inaccurate, but she filled the air with so many explosive rounds that aiming was irrelevant. Gargoyles screeched as they exploded in showers of blood and chitin, or spiraled downward, missing limbs.

Still, there were plenty more alien terrors to attack Strabo and his equine gunner, and they passed low over the pair, trying to land a volley of borer beetles or splash of venom. The Sergeant strafed the Land Speeder from side to side, wreaking havoc with both the Tyranids’ aim and Applejack’s, but he could not risk taking too many hits. Borer beetles and venom were nothing more than mild annoyances for him, but all it would take was one beetle to inflict a gruesome, agonizing death upon Applejack. Therefore, he dodged back and forth constantly, hoping that the heavy bolter’s ammunition would hold out.

“I count thirteen left!” Ionius called. Strabo spared a glance at his battle-brother, who shot by, his own gunner spraying bolter shells indiscriminately. He caught a glimpse of Caramel’s face, and spared a chuckle at the stallion’s expression of panicked enthusiasm.

“YAAAAAAAAH DIE YOU BLOODSUCKING FREAKS!”

“Sounds like Caramel’s havin’ fun!” Applejack yelled, juddering as she fired another burst at a diving Gargoyle.

Strabo chuckled again. “There is no greater joy than to smite the enemies of the Imperium,” he growled with a grin.

Between the two inexperienced earth pony gunners and the expert piloting of the Assault Marines, most of the Gargoyles fell in fairly short order. Caramel in particular seemed almost hysterically happy behind his heavy bolter, and he made sure that every living thing within a kilometer knew that.

“Hey freaky! Ya want some of this?”

“Eat lead and die!”

“Pew pew pew!”

“What was that on your face? IT WAS PAIN!"

Unbeknownst to each other, Ionius, Strabo, and Applejack were all simultaneously trying out for the title of “Equestria’s Most Legendary Eye-Roller” (held annually, all species with one or more eyes welcome).

Though her friend was having an inordinate amount of fun blowing away aliens, Applejack could not share his feelings. It don’t matter that these bugs are attackin’ us, killin’ is killin’, and killin’ is wrong, she thought. Ah don’t see how anypony can enjoy this.

“Feel the Emperor’s wrath!” Strabo roared as he snapped off a bolt pistol shot that blew an opponent’s head off. The body, though missing a rather critical component, did not seem to realize that it was dead until a second shot turned its thorax inside-out. For the second time that day, Applejack felt her face turning as green as an apple. In what was becoming an alarmingly common occurrence, she felt a pang of sympathy for Rarity. The farmpony was not likely to dry heave at the sight of mud, but watching oversized bugs explode and shower guts everywhere was something nopony should have to put up with. Forcing her rebelling stomach to cooperate, she scanned the airspace, searching for another target.

Looking up, she saw a Gargoyle fly apart from a lucky shot by Caramel. As he whooped in victory, Applejack’s Land Speeder passed under the falling Tyranid, and bits of its chunky black viscera splattered across the hood. And across Applejack’s orange coat.

“Eeeeeuuuughh!” she squawked in a convincing imitation of Rarity. “Oh horseapples, it’s everywhere!” Releasing the smoking heavy bolter, she flailed her forelegs about in an attempt to rid herself of scraps of wings, thick black blood, and an organ that looked a lot like something that a Diamond Dog would eat.

“Applejack! Incoming!”

Galvanized by Strabo’s voice, she hurriedly wiped her goggles clear just in time for a Gargoyle to land right on top of her, scrabbling at the Land Speeder’s frame with its clawed wings.

“Holy buck!” she yelped and threw herself sideways, just in time to dodge the Tyranid’s spiked tail, which embedded itself in the seat right where her head had been. It shrieked in anger and pulled back, but it was stuck fast. Applejack grinned in victory and smashed a forehoof into her opponent’s midsection. The alien hissed in pain and tried to bring its gun to bear, but Applejack seized it around the barrel, forcing it upward and away from her face. Just in time too. The weapon discharged with a hissing sound, spraying a burst of beetles skyward.

“Strabo! Little help here?” she called as she wrestled against the Gargoyle. The creature was maddened and berserk, but she held its gun still, preventing it from filling her full of flesh-eating grubs. Stalemate, she thought as she gripped the thrashing alien. Just gotta keep em still till Strabo can… wait. The Gargoyle’s struggles had lessened, but it looked like it had something caught in its throat. What’s it… oh no… Drips of steaming greenish liquid were running down its fangs. “Strabo! Help!” she screamed, but too late. With a loud hissing shriek, the Gargoyle sprayed its blinding venom into her face.

“AAAAUUUUGHH!” she screamed, snapping a hoof to her face. To her relief, it clunked against her borrowed flight goggles, which had saved her eyes. Still, the venom was melting them and obscuring her vision, so she ripped them off. Just in time to stare down the barrel of the Gargoyle’s fleshborer. The Tyranid’s face seemed to leer at her in triumph.

Which made it that much more surprising when its head exploded like a ripe watermelon. For the second, or maybe even third time that day, fragments of exoskeleton and an unrealistically huge amount of blood splattered across Applejack, staining her coat in a way that would have left Rarity comatose and probably unwilling to leave her house without a plastic suit and copious amounts of disinfectant.

As she opened her eyes, she saw the smoking muzzle of Strabo’s bolt pistol pointing at the space formerly occupied by a Tyranid head. Its grip now slack, the alien’s body flopped off of the Land Speeder.

“Sergeant, that was the last of them,” Ionius said, bringing his Typhoon alongside Strabo’s. “We should make haste before more Tyranids show up.”

“Let’s move,” the Sergeant replied, holstering his pistol. He glanced at Applejack, who was staring blankly into the sky. “Applejack? Are you alright?”

She jerked slightly at his voice, her mind still full of images of the Gargoyle about to spew venom into her eyes. “Whuh? Oh… uh ah’m fine.”

Strabo nodded, satisfied that the pony was at least physically intact. “Good. We should be at Appleloosa in about forty minutes.”

Reaching upward, Applejack removed her hat and rubbed a hoof across her brow, removing a mixture of alien blood and her own sweat. As her hoof crossed her eyes, she noticed that it was shaking uncontrollably. A hollow, chilling feeling spread through her body, and she shakily replaced her hat. The day was hardly over, and she had already given a stern lecture to Princess Luna, knocked several bug-aliens into next Tuesday, bucked a huge crab-alien in the shins, fractured her hind legs, met giant armoured aliens called Ultramarines, had her legs mended in a matter of hours, rode a crazy flying contraption, used a heavy bolter, and been covered with so much alien blood that she was probably unrecognizable. Shakily, she replaced her hat.

“Hey Strabo?”

“Yes, Applejack?”

“Thanks,” she managed, before the day’s exhaustion caught up with her and she slumped back in her seat, fast asleep with her hat over her face.

M41.996 15:13 (Equestria time) Ponyville, Equestria

The plasma cannon on the Terminus Rex flashed again, blindingly bright, and obliterated several cubic meters of oncoming Tyranid. Vents along the turret’s length hissed and expelled plumes of glowing blue steam. While the main gun cooled, the heavy bolter sponsons opened up, their hails of high-explosive rounds cutting bloody swathes through the charging swarm.

“Plasma cannon cooled,” Maxilos droned. “Firing.” The plasma cannon strobed for about the dozenth time in the past ten minutes, and Rarity tried to rub the afterimage out of her eyes for the tenth time. She hunkered down beside the huge armoured vehicle, covering her ears with her hooves and willing the clamour around her to stop. The steady thudding of the Predator’s heavy bolters, the pulsating, crackling sound of its plasma cannon, the harsh mechanical voices of the Ultramarines, and of course, the spine-chilling, hair-raising, howling, screeching, and hissing of the Tyranids.

One lucky alien managed to bound forward, leaping all the way up to the Ultramarines’ chest level. Rarity caught a perfect view of its slavering jaws and outstretched talons before it took a powerfist to the face.

At least Nightmare Moon looked stylish while she was taking over the world! Rarity thought in a panic. The aliens were utterly hideous. Their bloody red and smoky blue colouration contrasted in a way that made her cringe even more. The mere sight of their wickedly sharp claws sent chills along her spine, forcing her to imagine them sliding across her skin, between her ribs, through her organs….

Rarity shook those thoughts away. It’s going to be all right, she told herself repeatedly. The Ultramarines are here, and they won’t let those things near us. The blue-armoured titans were incredibly outnumbered, but their devastating weapons had kept the carpet of murderous chitin at bay. Many ponies may have had reservations about their alien allies, but Rarity was sure that without them defending Ponyville, the town would have been overrun in minutes. When the attack began, Rarity and the other Element Bearers followed Princess Luna and the Ultramarines to the defence. Initially, Rarity had adamantly opposed going anywhere near the battle. However, Twilight had insisted that their best chances of survival lay with the Ultramarines, who had all rushed to engage the Tyranid horde.

“Ironic, isn’t it?” Rarity muttered. “The closer we are to danger, the further we are from harm.”

“It would be more ironic if we were made of iron!” Pinkie Pie popped out from beneath the Predator, looking as excited as ever.

“Pinkie Pie this is no time for jokes!” Rarity scowled.

Pinkie’s expression instantly changed from carefree to deadpan serious. “Rarity,” she began, speaking with uncharacteristic calm. “This is exactly the time for jokes and cheering ponies up. If we get all down in the dumps, then we might as well just give up!” She snapped to attention like a guard on the parade ground. “We’re all still alive! That should be reason enough to celebrate!”

Rarity found herself smiling at the party pony’s strangely upbeat, serious attitude. “You’re right, Pinkie. We cannot give up.”

Satisfied, Pinkie shot off, cheering on the Royal Guards and Ultramarines alike with inspirational shouts.

“Keep shooting, guys!”

“Every shot you fire is a life saved!”

“Never give up! Never surrender!”

Turning her eyes away from the Ultramarines’ firing line, Rarity spotted Fluttershy cowering behind another Predator tank. The poor pegasus was a sorry sight. She did not just cower behind her mane; she was actively pulling it over her face. Her wings were locked at her sides, and every inch of her body was shuddering in terror.

The sight of one of her best friends in such a state banished any concern she had for personal safety. She galloped out from behind the Predator, making a beeline for Fluttershy.

Suddenly one of the smaller Tyranids sailed past the Ultramarine defenders and landed right between Rarity and Fluttershy, scaring the unicorn to a halt. The creature, which she had referred to as a Hormagaunt, skittered on the cobblestone road before turning to the cowering pegasus with a hungry snarl.

That did it for Rarity. A fury awoke within her, the likes of which she had not felt since Prince Blueblood had used her as a shield against a flying cake. With a scream of wrath, she charged headlong at the Hormagaunt, horn lowered as if to stab it. Her target heard her scream and turned to meet the charge.

“Get away from my friend, you disgusting crime against fashion!” Rarity screeched, her horn igniting with magic as she reached toward the Tyranid with her telekinesis. To her surprise, she was almost unable to cast the simple spell. The Hive Mind suppresses psychic power, she realized, recalling the words of Epistolary Argus just before the battle had begun. Straining painfully, she reached out again. It’s not working… it’s not working! It felt as if she were trapped in a mass of shadows, fumbling about for a light switch. I can’t do this… she thought, her head aching. As the distance between her and the Hormagaunt closed rapidly, she caught sight of Fluttershy, who had finally looked up. Her eyes shimmered in the adorable fashion that could make anypony break down in tears. She was fearful, but in her eyes hid more feelings.

Hope. Faith. Trust.

Emboldened by the pegasus’s unspoken confidence in her, Rarity pushed again against the wall of darkness that surrounded her mind, and shoved the Tyranid with all her might. The glow around her horn intensified and the alien flew sideways, enveloped in a pale blue light.

Her adversary now out of the way, Rarity skidded to a halt beside Fluttershy and put a comforting foreleg around her shoulders. The two mares simply sat there for a minute, trying not to think of the violence occurring such as short distance away.

“Um, Rarity?” Fluttershy asked, her voice almost inaudible over the thundering of the Ultramarines’ guns. “What happened to it?”

Rarity stared in confusion for a moment, but then she recalled the incident minutes earlier. Her eyes fell upon the Hormagaunt, which lay beside one of the Predators, its head twisted at an unnatural angle.

“It’s… dead,” Rarity said. “Oh, heavens! I just killed it!” Her telekinetic blast had thrown the Hormagaunt aside, where its head had whacked against the armour of the Predator, snapping its neck. Rarity buried her face in her hooves, sobs wracking her frame.

“Shhh, Rarity. It’s alright,” Fluttershy cooed, stroking her friend’s mane.

“No it’s not!” Rarity wailed. “I just killed a living creature!”

Fluttershy flinched at those words, but continued nevertheless. “It’s alright. You didn’t know that it would die. It was an accident.”

“It doesn’t matter! It was alive, and I killed it!”

“Get used to it, pony.” Both mares looked up to see the unwelcome form of Sergeant Marcellus walking by. “You’ve saved me the trouble of killing that one.”

The two mares stared at Marcellus as he returned to the battle line, loading his storm bolter. Rarity stood and fixed a hateful gaze on the Terminator. “You… big… metal… brute!” she spat. Marcellus appeared not to notice her angry words. She turned back to Fluttershy. “How can they just kill senselessly? Don’t they have the slightest bit of reverence for life?”

Fluttershy had no answer to those questions. “Should we find somewhere safer?” she whispered. “Maybe further away from him?” She pointed at Marcellus, prompting a nod from Rarity.

“The further we are from that monster, the safer we will all be.” The two mares peered out from behind the Predator, eventually leaving to seek another hiding place.

Fluttershy’s mind reeled from the close shave she had just had. Obviously, the Tyranid would have killed both ponies given the chance, so Rarity’s quick actions had probably saved both their lives. Still, Rarity was badly shaken by the fact that she had just taken a life. Fluttershy was torn between pitying her friend for the atrocity she had just committed and thanking her profusely for saving her life. Could the murder have been avoided? If Rarity had hesitated, would Fluttershy still be breathing?

I don’t want to think about it, she told herself, but that thought did nothing to allay her worries.

Dannelos fired another glowing pulse of plasma, incinerating a trio of gaunts. The gap in the living carpet of onrushing aliens was short-lived, as the rest of the brood simply trampled their erstwhile brethren and continued their inexorable push forward.

“Armour, field of fire on the swarm to the left.”

The autocannon turret of a nearby Predator Destructor pivoted to a particularly thick mass of Tyranids and boomed, blowing dozens of gaunts airborne while its heavy bolters mowed down more of the onrushing swarm.

In spite of the Ultramarines’ overwhelming firepower and the horrendous casualties that the Tyranids had taken, their assault continued unabated. The battle had been going on for about twenty minutes, but very few Tyranids had reached the Ultramarines’ firing line alive. They had evidently not expected heavy armoured opposition and had consequently sought to overwhelm the defenders with tides of smaller organisms, which fell in droves to the quartet of Predators.

Dannelos’s plasma gun hissed and expelled heat after a few seconds of sustained fire. Seeing an opening, a Hormagaunt leapt upward only to be met by a combat blade through the throat. Sliding the impaled Tyranid off of his blade, Dannelos shouldered his cooled weapon and resumed firing. “Sergeant, we’re holding them back, but barely,” he reported. “Still nothing but gaunts and Warriors.”

“Understood.” Sergeant Daceus expended his bolter magazine and turned to Captain Sicarius. “Captain, still no sign of larger organisms. They weren’t expecting this much resistance.”

“It’s only a matter of time before they bring in the Carnifexes and such,” Sicarius replied. “Sergeant Darius, any visual on enemy heavies?”

“Negative, Captain,” came the Scout-Sergeant’s voice over the vox. “Nothing larger than Warriors. My snipers can handle them.” To punctuate that point, the bangs of several sniper rifles rang out from the rooftops, and three medium-sized Tyranids fell dead from headshots.

“Captain?” Sicarius turned to see Captain Stone Mason standing beside him. “Can my battalion assist in any way?”

“This battle is beyond you, pony,” Sicarius said, watching the earth pony’s nostrils flare. “Pull your troops back and defend your civilians.”

“Captain, this is our home!” Mason snapped. “We want to fight, and you can’t tell us what we are or are not capable of!”

“Watch your tongue, pony.” Sicarius’s voice was calm, but the authority behind his words was unmistakable. “I will not have any insubordination from you.” His tone changed slightly, just enough to lose its implied threat. “You and your troops have no experience fighting Tyranids. I will not have you sacrifice yourselves needlessly.”

Stone Mason was about to protest further, but Captain Stormcaller put a hoof on his shoulder. “Understood,” the earth pony growled.

“Good.” Sicarius turned back to the battle, firing his plasma pistol into the onrushing mass.

Mason confronted Stormcaller. “I know what you’re about to say,” the unicorn said. “But do you really want to get in the way of that?” He pointed at Sergeant Marcellus, who was in the process of swatting leaping gaunts aside like angry tennis balls. Tennis balls filled with paint. That shrieked as they were ripped apart.

“Point taken,” Mason grumbled. He turned to the waiting squads of Royal Guards. “Troops, new orders! We fall back to defend the civilians. The Ultramarines can-”

“What the hay is that?” Private Tulip exclaimed, a hoof pointing upward. Mason and Stormcaller’s heads both angled up to see several strange objects drifting down towards them. They were roughly spherical, lumpy, uneven surfaces, and they trailed long tentacles beneath them that waved lazily in the wind. A few seconds later they drifted at the guardsponies’ eye level, and slowly floated around, buoyed by some unknown force. Mason was reminded of jellyfish. Strange looking, seemingly harmless, and could kill a curious pony with one touch.

“What the hay?” Private Palm Frond muttered in confusion, slowly approaching one of the strange, organic objects, sword outstretched. As he moved closer, it drifted towards him lazily, the tentacles on its base twitching slightly.

“Get away from that-” Mason bellowed, but he was too late. The floating thing burst with a thunderous pop, spraying guts and fleshy shrapnel in all directions. The flying shards lacerated the unfortunate Palm, punching clean through his armour and ripping bloody gashes across his coat. He flopped to the ground like a puppet with its strings cut without even a gasp of pain.

“Get back!” Stormcaller barked, but his words were hardly necessary. Everypony hurriedly backed away from the lethal objects, which were now descending from the skies in droves. “Shoot those things!”

The Royal Guards aimed their crossbows and fired a volley of bolts, which struck their targets in an impressive display of marksponyship. The spheres detonated, their payloads scattering across the cobblestone road. But more kept coming, drifting gently on the breeze like leaves.

Twilight Sparkle and Pinkie Pie dashed away from a menacing ball, which burst harmlessly against the armour of the Terminus Rex.

“These things-”

“Pinkie if you say that they look like balloons I’ll teleport you into a brick wall!”

“-are everywhere!” Pinkie finished, causing Twilight’s exasperated expression to deflate comically. “What are they?”

“Spore Mines,” came the grim voice of Argus, who was busy picking the mines off with his pistol. “Tyranid artillery. They’ve brought Biovores this time.” He turned to the two ponies. “Find some cover.”

“Where?” Twilight asked, nervously eyeing the sky.

“Over there!” Pinkie’s outstretched hoof stretched outward, not indicating anything in particular.

“Pinkie-”

“No time to argue just run!”

With a groan, Twilight galloped after Pinkie, her eyes still darting back and forth to spot Spore Mines. She sidestepped several Ultramarines, ducked under a leaping Hormagaunt, and almost had her mane scorched off by a blast of flames from a flamer, but she eventually caught up with Pinkie, who still looked as if she had just gone strolling across the park.

“Well?” Twilight asked.

Pinkie smiled at Twilight knowingly. That expression of absolute conviction and cheer. That same look that had nearly driven Twilight insane during the whole Pinkie Sense escapade.

“What?” Pinkie’s smile only widened. “Pinkie, there’s nothing here but a bunch of tanks!”

If her smile gets any bigger, it’s going to make the rest of her turn invisible! “Seriously, Pinkie. What are you… oh, no.” Twilight had just realized what Pinkie was thinking, which normally would have been an event that would have been recognized in the annals of psychology for centuries to come.

Pinkie pointed straight at the biggest, most threatening piece of machinery present: a Land Raider.

“Pinkie, you’ve got to be insane.”

“When the world is insane, a madpony is your best guide,” Pinkie said solemnly.

Twilight groaned and trotted towards the hulking machine. “Sure it’s fascinating, but is now really a good time?” she muttered. “I mean, they are millennia ahead of us technologically-”

“Twilight look out!” Pinkie yelled. Twilight immediately looked up. A pair of Spore Mines drifted down towards them, tentacles twitching in anticipation.

“Argus!” Twilight yelled, searching for the Ultramarine, but he was nowhere to be seen. Looking up again, she saw one mine mere meters away from her, tentacles outstretched as if welcoming an old friend. “Nooooo!” she yelped and lashed out with her magic, knocking the mine away like a balloon. It was a simple telekinetic spell, but it still made her head feel as if a set of Vinyl Scratch’s biggest, loudest speakers had been embedded in her brain. I haven’t strained that much casting a spell since I was in magic kindergarten!

Unlike Twilight, Pinkie did not seem panicked at all. She actually appeared to be having fun dodging her pursuer. It would drift after her as she dashed behind a tank, only to float in confusion as Pinkie popped out from behind a different tank.

“I’m over here, silly!” The mine turned to chase her again, only for her to pop out of a pile of masonry several meters away. Twilight felt a grin creeping onto her face despite the life-or-death circumstances, but that grin flipped over when she spotted the other Spore Mine, the one that she had just knocked away, drifting towards Pinkie from behind. The pink pony, who was currently making an extensive and imaginative range of funny faces at the other mine, had no idea of the danger creeping towards her.

“PINKIE!” Twilight screamed, reaching out with her magic again in a vain attempt to knock the mine away. Pinkie spun around, just in time for the mine to detonate and envelop her and the other mine in a cloud of chitin fragments and greenish mist. “NOOOOO!” Pinkie can’t be gone, she can’t be gone…

“Hey Twilight! Up here!” Twilight spun around to see a perfectly unharmed Pinkie poking her head out of a hatch on the top of the Land Raider. She nearly passed out in relief, but a crack of ionising air from the tank’s lascannons perked her up faster than a glass of liquid rainbow.

Twilight clambered awkwardly up the side on the tank, accepting a helping hoof from Pinkie. From her position atop the huge vehicle she could an unending carpet of Tyranids smashing into the Ultramarine defence line and for the most part, breaking against the armoured giants like water against a dam. The Ultramarines held firm, sometimes standing waist-deep in Tyranids as they parted the swarm with their massive guns and blades.

Twilight jumped in surprise as the heavy bolter turret on the Land Raider opened fire, blowing fountains of dirt and blood into the air. Glancing upward, she spotted another cluster of Spore Mines descending towards them. She quickly hopped into the open hatch on the tank’s roof, followed closely by Pinkie, who slammed the hatch shut.

The interior of the Land Raider was absolutely cavernous. Twilight spent a few seconds taking in the entirety of the dimly-lit compartment, trying to deduce the functions of the devices lining its walls. The massive benches along the sides could have easily accommodated fully armoured Space Marines, so their sheer size made Twilight feel quite tiny. On each side was a large protrusion with a variety of controls, ostensibly control systems for the Land Raider’s side cannons.

Suddenly, the tank’s engine gave a throaty rumble, causing both ponies to jump.

“What do you want?” Pinkie asked, staring at the hatch to the cockpit.

“Pinkie,” Twilight groaned. “It’s just a machine, it can’t talk.”

“Then what was that? It sounded like it was clearing its throat!”

Twilight was about to argue, but she realized how accurate that comparison was. Her magic was dampened by the Tyranids, but inside the Land Raider she could feel something. A… presence, that seemed to come from within the tank itself. Twilight was reminded of the events of the previous night, where she had tapped into the disturbance in the stars. She had touched the mind of the Tyranids, an experience that she hoped would never occur again. But where the Hive Mind had exuded pure menace and hunger, the sensations she felt in the tank were… strong. Resolute. Venerable.

“Do you feel it Twilight?” Normally Twilight would have nearly blown a blood vessel trying to comprehend how Pinkie had somehow acquired empathic senses, but that was the least of her worries, so she merely nodded.

Pinkie rubbed a friendly hoof along the wall. “Don’t worry. We’re safe here.” As if in response, the Land Raider’s engine rumbled again.

Outside, the Spore Mines were causing chaos among the remaining Royal Guards and were becoming more than a nuisance for the Ultramarines as well. The Tyranids pressed their advantage, swarming the defenders with tides of gaunts. Worse, larger Tyranids appeared with greater frequency.

Argus bashed a Termagant away with the hilt of his axe and blew another into ribbons with his pistol. Need to clear some space, he thought, and called upon his otherworldly talents. The Tyranid Hive Mind was there as usual, bathing the warp in darkness, but Argus had experience dealing with it. Feeling power rush through his body, he swung his axe in a devastating overhead smash and brought it down on the ground. Lightning blasted off the blade, frying dozens of gaunts and sending their spasming corpses flying. A spike of pain lanced through Argus’s skull as he paid the price for his display. Well worth it, he thought, wrenching his axe from the ground and sprinting through the opening he created.

“Close that gap!” Sicarius barked, and the Lions of Macragge rushed to the opening, bolter fire cutting down another surge of gaunts. “Epistolary, your actions were timely, but we cannot hold this position for long with these mines raining down.”

“Captain, I can see some broods breaking off from the main force,” Darius reported. “They’re moving around to the southwest, near the library.”

“Where they will massacre the civilians,” Sicarius said. “We must counter from all angles. Marcellus, take the Reavers to defend our southwest flank. I will send Maxilos to provide support.”

“On my way, Captain,” the Terminator replied as his squad disengaged from the battle. The Terminus Rex roared to life and followed close behind.

“Those Biovores are going to be the death of us at this rate,” Argus pointed out.

“I have a plan,” Sicarius replied. “Ixion, I need those Biovores out of the battle. They are somewhere just behind the tree line. Can your Avengers eliminate them?”

“They will not live another minute, Captain.”

At the front lines, Macragge’s Avengers were ripping into the leading pack of gaunts when Sergeant Ixion addressed them.

“Brothers! The Captain calls upon us to break this siege! The Tyranid artillery behind the tree line waits for our vengeance! For Macragge!” The Avengers echoed the battle-cry, momentarily drowning out the clamour of battle.

Rainbow Dash rolled her eyes at the Ultramarines’ unnecessary pomp. Every second they spend psyching up to fight means more ponies get hurt, she thought, her temper flaring.

“Brothers, to the skies!”

“Wait, what?” Rainbow said loudly, drawing what was probably a scathing look concealed by a helmet. “How the buck can you guys even fly? You don’t even have wings!”

Her words fell on deaf ears, or at least ones that were tuning her out. With the thunderous roaring of engines, the ten Assault Marines launched themselves airborne on pillars of flame, leaving Rainbow with a lungful of exhaust and a bewildered expression.

“Oh great. They can fly now.” She watched as the Ultramarines soared through the sky to land far off among the trees of the Everfree Forest. She was busy rolling her eyes again when a Tyranid Warrior leapt the chunks of masonry serving as cover. Her reflexes kicked in and she shot backward with a flap of her wings, narrowly avoiding the swipe of a bonesword.

“I’m not running this time,” she growled, snorting aggressively. Outstretching a hoof, she shot forward and landed a solid whack upside the Warrior’s jaw. It hissed in anger and surprise as it swung the bonesword again, trying to impale her with an upward swing. She was ready for this, and kept flying until she had passed over the creature completely. Its two secondary arms swiped at her, nicking her sides and drawing a gasp of pain.

How is every alien so fast? She thought before doing a quick loop and ramming both hooves into the Warrior’s chitinous backside. First Marcellus, now this? The Tyranid spun around and its tail missed her by inches.

Once again, she found herself face-to-face with the Warrior, which wasted no time trying to fillet her again with its sword. She evaded the bony weapon, but this time the Tyranid followed up with a swing from the writhing, whip-like tentacle on its other arm. Rainbow rolled in midair, sparing her wing from the blow, but it wrapped around her hind leg, where it stung like a nest of angry wasps.

“Gah!” She gritted her teeth against the pain and twisted her body, trying to wriggle free. The tentacle was stuck fast to her leg thanks to the wicked hooks near its end.

“Let… me … GO!” With a powerful beat of her wings, she slipped free. The Warrior snarled in anger at the sight of its prey escaping.

Rainbow felt a sickening tearing sensation along her leg, as if strips of tape were being pulled off of her fur. Forcing the pain aside, she did a quick one-eighty and glared at her adversary.

“Now… I’m angry.”

With those words she blasted forward, a rainbow contrail in her wake. The Warrior hissed and charged to meet the speeding pegasus, all four arms outstretched to dismember and shred.

Rainbow’s world seemed to move in slow motion as the distance between her and the Tyranid shrank. Her perception narrowed, leaving nothing in existence but herself and the monstrosity ahead. She could make out, in horrifying detail, every single feature on its body. The wicked serrations along its upper arm-blades. The bony hooks on its whip-arm, still slick and glistening with her blood. Its dark, soulless eyes, utterly devoid of life and exuding a palpable feeling of malice.

An unexpected feeling welled up in Rainbow. At first, she thought it was just plain anger: anger at this lone creature for attacking her. But then she realized it was more than that. Her fear of the Warrior promptly vanished, replaced by an urge to fight, to protect everypony from monsters like the Tyranids, even if it meant putting her own life on the line.

“FOR EQUESTRIA!” she roared, shooting straight past all four of the Warrior’s limbs and landing both forehooves squarely into its throat.

The Warrior gave a gurgling snarl, blood spraying through its teeth as it flew backward from the sheer force of Rainbow’s impact. The tangled mess of pony and Tyranid landed among a heap of masonry with a crunch of shattering chitin. Rainbow pushed off her opponent and flew out of reach, but there was no need. The Warrior’s thrashing slowed and a puddle of black blood expanded beneath it. Her head still pulsing with adrenaline, Rainbow simply panted and stared as her enemy choked to death on its own blood.

“Impressive,” came a grating voice from behind. “Maybe you ponies are not as useless as I expected.”

Rainbow spun to see one of the Ultramarines watching her. Around him, a full squad of Ultramarines advanced, two of them carrying massive, belt-fed weapons as if they weighed nothing.

Sergeant Tirian strode toward the blue pegasus. “In case you haven’t noticed, you’re bleeding.”

She glanced back at her left hind leg where the Warrior’s whip had snagged her. The limb bore several deep gashes from the whip’s hooks, running almost the full length of her leg and displaying the vivid red of her muscles. The sudden shock of this sight caused the pain to return full-force, causing her to gasp and crumple to the ground.

Tirian strode past the bleeding pony, surveying the battlefield. “Bolters, suppressing fire. Missiles, targets of opportunity.” With a chorus of acknowledgement, the Devastators of Guilliman’s Hammer opened up, pushing an oncoming brood of gaunts back. The Sergeant turned back to Rainbow, who had staggered to her hooves. “I recommend that you find medical attention, pony,” he said. “We shall take it from here.”

Rainbow was about to protest when the assault cannon on a nearby Razorback opened up, filling the air with a stream of massive rounds that ripped clean through three Tyranid Warriors like the one she had just fought. With a nod, she flapped her wings and flew off towards the Ponyville Hospital.

“Maybe I’ll get some kind of ‘Preferred Patient’ discount,” she muttered, trying not to think about the creature she had just killed.

M41.996 15:19 (Equestria time) 1 kilometer north of Cloudsdale

Captain Sidewinder watched the landscape of Equestria whiz by hundreds of meters below him and felt his stomach heave uneasily. Throughout the thirty-minute trip he had almost repainted the Tornado’s interior with the remnants of the apple cobbler he had eaten for dessert. Twice.

Pegasi, as a rule, loved flying. Having wings kind of meant that flight was important to them. Some simply enjoyed the gorgeous view that being airborne afforded, while others preferred attempting to break the sound barrier. Sidewinder definitely fell into the latter category. The exhilaration of speed, wind rushing across his fur, the dizzying heights; he loved it all.

Within ten minutes, he had discovered that almost all pegasi absolutely detested being flown. Pulling carriages or surfing on clouds was fine, but being airborne without being in control left him fidgeting restlessly in his seat and struggling to keep his stomach contents where they belonged.

That guy is laughing behind that helmet for sure, he thought as he glanced over at Calisius, the pilot.

As if sensing his gaze, the Ultramarine tapped some keys and spoke. “We will be arriving at Cloudsdale in two minutes. We will be relying on you to convince the citizens that they can trust us, pony.”

“Don’t worry,” Sidewinder reassured him. “I was one of the best stunt flyers to ever come out of Cloudsdale. They’ll believe me.”

Off in the distance, the towering, fluffy white cloud formations of Cloudsdale came into focus. Majestic buildings supported by rows upon rows of pillars. Soaring arches and causeways spanning vast swathes of sky between cloud islands.

Though many considered Canterlot to be the crown jewel of Equestria, Sidewinder had to give that award to his hometown. Canterlot may have been built on the side of a mountain, but Cloudsdale was made of clouds for crying out loud! Most pegasi might have taken it for granted, but the City in the Skies never failed to leave Sidewinder feeling awestruck.

“Brother, set down in that plaza near the fountain,” Calisius ordered over the vox. “Let the pony get out first.”

Sidewinder suddenly realized that he never bothered to check who the other pegasus on this trip was. That discovery could wait, as flocks of pegasi were emerging from their homes to get a closer look at the two strange craft descending into their city. Most worrisome was a squadron of Royal Guards wearing the distinctive charcoal-grey armour of the Cloudsdale Guard regiment, who were bearing towards the two Tornadoes, crossbows at the ready.

Ignoring the heavily armed pegasi, Calisius nosed the craft downward, coming to a perfect halt beside the fountain in Cloudsdale’s Cumulus Plaza. Sidewinder stretched his stiff wings and flapped down to the ground, coming face to face with a squad of Cloudsdale Guards in full battle armour, hovering with a shield on one foreleg and a sword on the other.

Noticing Sidewinder’s metallic purple and gold armour, one pegasus guard with gold-trimmed armour stepped forward. “Sir?”

“Captain Sidewinder, Canterlot 3rd Regiment.” Sidewinder snapped a salute.

The Cloudsdale Captain returned the salute crisply. “Captain Nimbus, Cloudsdale 1st. Now, may I ask just what the heck is going on here?” he asked, shooting a nervous glance at the still-seated form of Calisius.

“Er…” Sidewinder’s mind raced. Okay, how do I break the news? Do I tell them about the invasion yet? No, that might make him suspect the Ultramarines. Introduce them myself or let them handle the introductions? Argh, why is introducing ponies to creatures from another world so stupidly difficult?

“Hi Captain!”

The voice drew the eyes of everypony to its source, which revealed itself to be the ever-jovial Ditzy Doo, who was still partially tangled in her harness from the other Tornado.

Wait, was she the pegasus that flew into the library? Through the window? Sidewinder thought in horror. The one that everypony was calling “Derpy?” The one who is now trying to get Calisius and Nimbus to shake hooves… hands? Hoof-to-hand?

Ditzy, an almost offensively cheerful smile on her face, was holding the Assault Marine’s hand in one hoof and Nimbus’s hoof in the other and was trying to make them greet each other. Nimbus appeared utterly bewildered, possibly more from the grey pegasus than from the armoured giant staring at him.

“Calisius, meet Nimbus! Nimbus, meet Calisius! He’s Ultramarine, and he and his battle-brothers are here to protect Equestria from these other aliens called Tyranids who want to eat us all to make more Tyranids!”

The Space Marine and pegasus Captain regarded each other in the same way that one might regard a loaded cannon: worried that the slightest movement could set it off. Everypony (and Space Marine) held their breath, waiting for the inevitable catastrophe.

“Now, shake!” Ditzy commanded. With a resigned “Oh-well-I’m-dead-anyway” shrug, Nimbus reached out to shake hooves… hands… limbs, with Calisius.

An unfamiliar sensation crept all throughout the pegasus’s body as the Ultramarine gently grasped his hoof, wrapping metal-clad fingers around the limb. “I’m Captain Nimbus, Cloudsdale 1st Regiment.” He spoke clearly and pushed his hoof against the armoured gauntlet slightly more than necessary. Always good to show them who they’re dealing with.

“I am Calisius of the Ultramarines 2nd Company.” Nimbus winced as Calisius squeezed his hoof. Not enough to cause any damage, but more than enough to hint at the gargantuan strength he possessed.

Noticing the squads of Cloudsdale Guards advancing with weapons drawn, Nimbus raised a hoof to halt them. “Squad at ease. Disperse the crowd.” With looks of confusion, the guardsponies separated to shoo off the gathered crowd of onlookers, many of whom held cameras.

“The grey pony is correct,” Calisius said. “We came here in pursuit of an alien race known as the Tyranids.”

“And the Tyranids are not very friendly!” Once again, all eyes turned to Ditzy Doo. “They were attacking Ponyville when the Ultramarines showed up, and the Ultramarines saved us all! Captain Sicarius promised to protect Equestria from the Tyranids!”

Nimbus remained silent, trying to process this information. “I…” he began. “This is over my head. We should go inside and discuss the matter.” He pointed a hoof towards the Cloudsdale Senate.

“Very well.” Calisius stood up in his Tornado and moved to dismount.

Sidewinder had an awful premonition. “Wait a sec…” As he spoke, the Space Marine stepped off of the hovering craft and dropped to the cloud plaza.

And fell straight through the clouds.

“What?” everyone exclaimed at once.

“Squad, dive!” Nimbus barked, lifting off. “We still have a chance to-” His voice was cut off by a harsh roar from below.

Borne aloft on a stream of flames, Calisius punched a second hole in the clouds and hovered above the stunned pegasi.

“Oops! My bad!” For the third time, everybody stared at Ditzy Doo, who bore a sheepish grin. “I forgot only pegasi can walk on clouds!”

Calisius adjusted his jump pack and landed back in his Tornado, glad that nopony could see his bewildered expression behind his helmet. “As you were saying, we should meet with your superiors,” he said to Nimbus, doing his best to remain nonchalant about his accidental plunge. “We have matters to discuss.”

M41.996 15:33 (Equestria time) Ponyville, Equestria

“Four more! Make those shots count!” A volley of crossbow bolts shot out from Mason’s squad, blowing the four Spore Mines out of the sky. Their deadly payloads rained harmlessly down, pattering against the heavy armour of one of the Space Marines’ tanks.

Stormcaller quickly reloaded his crossbow with his magic and brought down another mine. At his side, Mason craned his neck as he tried to slide a fresh bolt into place with his teeth, causing the unicorn to feel a pang of sympathy for earth ponies and pegasi in general. The crossbows utilized by the Equestrian Royal Guard were powerful weapons, but ponies lacking magic generally felt somewhat resentful towards their designers.

A short distance ahead, Dannelos fired his massive plasma gun, burning Tyranids into piles of ash and charred exoskeleton. For around the fourteenth time, Mason grumbled with jealousy.
“I wonder if they could spare some of those fancy toys for us,” he remarked to Stormcaller.

“I’d rather not blow myself up in the process,” Stormcaller replied.

“That’s a risk I’d be willing to let you take.” Mason grinned at his fellow captain. “Besides, it’d beat using these stupid things.” He cocked his crossbow and let another bolt fly, skewering a mine.

“Oh, quit complaining about the crossbows.”

“That’s rich, coming from a unicorn.”

The Guard Captains’ long-standing argument was interrupted by Sicarius, who emerged from the battle and approached the cluster of ponies. His sword crackled with lightning, casting a bright glow around him and steamed with vaporising viscera. Claw marks and blood covered his armour, but he bore no signs of injury.

“Captain Stone Mason,” he addressed the group. “I believe that you wanted a chance for your troops to prove themselves?” Mason nodded enthusiastically. “All of you follow me.”

Sicarius headed back to the battle line, the ponies galloping to keep up with his massive strides. “I have sent troops to eliminate the Tyranid artillery and to counter flanking attacks, but I need troops to reinforce our battle line.” He gestured toward a gap between two squads of Ultramarines. “Take position there and provide suppressive fire.”

“Yes sir,” Stormcaller acknowledged. “Guards! Three ranks, five wide! Move!”

Galvanized by having something to contribute to the battle, Mason galloped forward and reared onto his hind legs, aiming his crossbow. Behind him, the others adopted similar stances, some on their hind legs so they could grip the crossbows with both forehooves, others holding their weapons one-hoofed.

Not having magic really sucks sometimes, he grumbled. Someday, I’m gonna smack whoever designed these stupid crossbows. Firing two-hoofed sacrificed mobility for accuracy, and vice versa for one-handed. Weapon harnesses left limbs free but were cumbersome to aim. He glanced over at the Ultramarines, all of whom carried their massive weapons in those convenient hands of theirs. Maybe they could rig something up for us.

“Take aim!” Stormcaller’s command snapped Mason to attention and he peered down his crossbow’s sights. For a moment, he was back on the firing range at training, landing bull’s-eye after bull’s-eye. The thunder of bolters and autocannons faded away, leaving nothing but Mason, his crossbow, and the slavering Tyranid who was about to acquire a third eye socket.

“First rank, fire!” Mason squeezed the trigger gently and a bolt shot forward with a twang, flying straight and true straight between the eyes of a Termagant. A volley of bolts hissed out from the squad, skewering a brood of oncoming gaunts.

“Drop and reload! Second rank, fire!” The first rank dropped flat and scrambled to prime their crossbows while the second rank fired, cutting down another score of gaunts. After they fired the third rank followed suit, by which time the first rank was ready to fire again. Utilizing this strategy of alternating fire, the ponies’ formation kept up a steady fusillade of crossbow bolts that effectively slowed the Tyranid advance.

“They fight surprisingly well,” Sergeant Daceus remarked to Sicarius, watching a Tyranid Warrior collapse, its face resembling a pincushion. Leaking blood.

“A man, or pony, will fight to their last drop of blood to defend their home.” Sicarius scanned the battlefield. The majority of the Tyranids so far had been gaunts with Warriors sporadically mixed in. The larger creatures such as Carnifexes and Hive Tyrants had yet to make their appearance. “Ixion, status.”

“Biovores have been exterminated, but we’re facing a heavy counterattack.” The Assault Sergeant’s voice was momentarily drowned out by a thunderous roar followed by the barking of multiple bolt pistols. “Captain! Tyranid heavy support incoming! We can try to delay them.”

“Pull back to our defence lines, Sergeant. We shall meet their charge in full force.” Sicarius turned to the defenders. “Brothers! We advance, now! Push them back!”

“Victoris Ultra!” several Ultramarines called out as they vaulted cover, firing into the endless horde. Seeing their prey actively come towards them, the Tyranids surged forward with renewed vigour.

“Ponies! Advance!” Sicarius’s command caught Mason by surprise, but it paled in comparison to the surprise he had when Stormcaller ordered the pony formation forward after the Ultramarines.

“Captain, are you insane? There’s no way in Tartarus we’ll survive that!” Shooting crossbows from behind cover at packs of melee Tyranids was one thing. Rushing forward to meet them at point-blank range was quite another.

“Stay in formation and keep your eyes forward!” Stormcaller barked out before turning to Mason. “You said we needed to prove ourselves to the Ultramarines and now we have a perfect chance!”

Mason rolled his eyes. “I’d prefer to not get killed in the process.”

“We’ll keep close to Sicarius’s squad and let them do the heavy fighting. We don’t need to kill the big ones ourselves, we just need to show that we’re willing to fight up close and personal.”

With a resigned sigh, Mason reached back and drew his sword. With an order from Stormcaller, the front rank of ponies drew their swords, holding them aloft with straps on their hooves.

The Ultramarines were already in the thick of the action, facing the Tyranids hand-to-claw with chainsword, combat knife, and the sheer mass of their armour. Gaunts were pulped against the ground by boots and ripped apart with chainswords. Dannelos forewent his blade in favor of using his plasma gun a point-blank range, blowing leaping gaunts out of the air and covering his battle-brothers’ flanks. The two Devastator Squads advanced slowly with the Predators and Razorbacks, laying down barrages of ordnance.

Though he tried to project an air of confidence, Stormcaller questioned his own decision. Tyranids were utterly lethal at close range thanks to their alarmingly large numbers of sharp ends. This disadvantage was only exacerbated by the fact that ponies simply were not built for close-quarters. Royal Guard armour was made to facilitate maneuverability and protected depressingly little of a pony’s body. Their best hope was to stay near the back and provide supporting fire.

Sicarius was in his element. Facing off against a pair of Tyranid Warriors, he ducked, turned, and weaved around their blows before the Tempest Blade flashed forward and slashed limbs off and split carapaces open. The first Warrior snaked its lash whip forward to ensnare Sicarius’s leg, but he fired a plasma pulse into its arm, melting it off at the elbow and following up with an abrupt dash forward so he could plunge his sword up to its hilt in the Warrior’s thorax.

The second Warrior, armed with massive crushing talons instead of boneswords, snarled and swung a blow that would have struck the Captain’s head from his shoulders. He stepped back and ducked at the last moment so the claws passed inches above his face. As soon as the arm passed, he slashed upward, slicing it off at the shoulder before cleaving the Warrior in half with a follow-up swing.

Mason watched Sicarius in awe, almost missing the Hormagaunt that would have eviscerated him. Rearing back, he plunged his sword down through the creature’s skull, twisting the blade around a few times for good measure.

“Get down!” Stormcaller shouted, and a volley of fat, oozing grubs flashed over their heads to splatter against the hull of a Predator. Corporal Zephyr flapped his wings and leapt skyward instead of dropping flat and another burst of grubs struck him with a gruesome splat, their acid eating through his fur, skin, and organs in seconds.

Mason looked up from his prone position to see three Warriors advancing rapidly with long-barreled weapons. “Bring them down!” he yelled, and a volley of bolts whizzed over his head, striking the trio of Tyranids repeatedly. The towering creatures hissed as steel bolts embedded themselves in their exoskeletons, and one dropped, a bolt protruding from its eye socket. The others leveled their weapons again and fired into the prostrate ponies, killing another pair who could not roll away in time.

“Face me, xenos!” Mason looked up to see Epistolary Argus charging at the remaining Warriors, his huge glowing axe held high.

Gaunts swarmed about Argus’s legs, scrabbling at his armour and trying to trip him. “Clear him a path!” Stormcaller shouted and the ponies fired again, bringing down several of Argus’s assailants.

“Running low!” Corpspony Frost Wind called out. His words were echoed by almost the entire group.

“I’m out!” Mason yelled, firing his final bolt and pinning a Termagant to the ground, where it screeched angrily before another bolt silenced it for good. “Troops, switch to melee!”

“What about magic?” Private Tulip asked, and her horn began glowing a faint pink. Almost instantly, she cried out in pain and collapsed, grasping her horn.

“The Tyranids interfere with magic somehow,” Stormcaller said grimly. “Looks like we’re stuck with blades.” He pulled short sword from its sheath and held it outward. “Charge! For the Princesses, and Equestria!”

With a chorus of fierce whinnying, the group of battered Royal Guards galloped forward into the fray. Blades flashed and severed Tyranid limbs flew as they set upon the aliens with a vengeance.

Stormcaller ducked the scything talons of a Hormagaunt and stabbed with his short sword, spitting the offending alien like a marshmallow. Wielding the blade without his magic was awkward, but he had not become the best duelist in the Royal Guard through magic alone. Still, the Hormagaunts moved with startling speed, forcing the unicorn Captain onto the defensive. The small aliens were frenzied to the point where injuries barely seemed to slow them down. One lost two of its left-side limbs but scrambled back upright, sliding in a puddle of its own blood. Stormcaller felt himself tiring while the Tyranids berserk frenzy only seemed to be intensifying.

Suddenly, a burst of energy jolted through his body, the likes of which he had not felt since he first fought the Tyranids mere hours ago. The racket of the battle morphed into a single rushing sound like wind through a canyon.

Most surprisingly, a pale bluish glow surrounded each pony, distorting their images like a heat haze. The strange effect conjured up an image of wind in Stormcaller’s mind, rushing around their forms and weapons.

He spun around to face his opponent, but to his shock, the leaping alien was moving disconcertingly slowly. Not sluggishly but slowly, as if it were underwater, whereas Stormcaller’s own movements were perfectly normal. The speed the Hormagaunt was going, he could have calmly trotted behind it, turned it around in midair, and watch it sail back the way it came. Confused, but not enough to question his inexplicable good fortune, he plunged his sword into the Hormagaunt.

His opponent now dead on the ground, Stormcaller expressed his shock at the unexpected, but fortuitous event as eloquently as possible.

“Whoa.”

The rest of the guardsponies were experiencing similar situations. Mason deftly leapt away from another Hormagaunt, bringing his longsword down to decapitate it. The severed head, a furious snarl still etched on its face, spiraled almost comically through the air.

“Whoa,” Mason reciprocated.

Frost leaned back further than he thought anatomically possible for a pony, bearing a striking resemblance to a tango dancer. Several deathspitter grubs shot past his eyes, close enough so that he could feel the wind of their passage. Tilting his head upward, he took aim and fired his last crossbow bolt, skewering the offending Termagant.

“Whoa,” he said.

“That… was… awesome,” Tulip said breathlessly.

Tyranid corpses littered the ground around the surviving guardsponies, who stared incredulously at their victims and each other, trying to comprehend what had just happened.

Frost holstered his now-empty crossbow. “The last time that happened was at The National Dessert Competition.” He shuddered at the memory. “And that pony had just eaten a cake bigger than she was. Does anypony remember being injected with pure sugar in the past hour?”

“Wait a second…” Stormcaller said, worry building in his mind. “Where’s Argus?”

Abandoning their unpleasant recollections of chasing a sugar-crazed pink pony through Canterlot, the squad spread out rapidly searching for the Ultramarine. Mere seconds ago he was facing off against two Warriors alone, and while nopony doubted his martial prowess, they could not help but fear for his safety.

“Found him!” The guards immediately rushed towards the sound of Tulip’s voice. “He’s in trouble!”

The Librarian was down on all fours, obviously in distress. A corona of bluish light surrounded his from, identical to the glow around the ponies’ bodies and weapons. He sat there still as a statue, and Stormcaller doubted that even being tickled by phoenix feathers would get his attention.

“NO!” Spontaneously, Argus leapt to his feet causing the ponies to jump, freeze, or in Frost’s case, rear up and tip over in surprise. “YOU SHALL NOT TAKE ME!” Argus thrashed about violently, swinging his axe as if chopping invisible enemies apart.

“Stay back!” Stormcaller shouted, covering his ears at the sudden volume. Argus’s voice was not only physically painful, but it also seemed to cut into the guardsponies’ minds, leaving them all staggering from the sharp pains in their heads.

Visions flashed through the minds of all the unicorns; visions of madness, of fire, of a swirling maelstrom of pure emotion that clawed at their sanity. One by one they crumpled to the ground, hooves clasped to their foreheads or ears.

Mason felt none of this beyond an excruciating pain in his ears, and he could tell that neither earth ponies nor pegasi could feel mental trauma either. “What in Tartatus is going on?” he roared to nopony in particular.

“Captain! More Tyranids!”

Striding towards the crippled squad was the pair of Warriors that Argus had been fighting. Thankfully they still moved in slow motion, but to Mason’s horror, they appeared to be gaining momentum.

“Kill them, quick!” The time-slowing power could wear off at any second, leaving the guardsponies facing some furious Warriors with a third of their number incapacitated.

With a rallying shout, Frost launched himself forward, leading the pegasus guards in an airborne charge. The Warriors raised their deathspitters, but they were still mired in thickened time and the ponies were upon them before the first shots were fired. The pegasus medic landed right atop one Warrior, plunging his sword repeatedly into its face. Scything talons lashed out intending to separate his head from his shoulders, but he hopped right off, bucking the Warrior squarely in the jaw for good measure.

While the pegasi’s lightning strike kept the Warriors off-balance, Mason and the earth ponies charged forward and began slicing at their legs, resulting in almost laughable attempts to kick them away or tail-whip them in slow-motion.

Whooping in victory, Frost landed in front of one of the Warriors. “Yeah! Score one for the medic!” He smirked at the massive Tyranid, whose hoof was gradually kicking outwards toward him. “How do ya like me now, big guy?”

“Uh, Frost?” Mason said, watching the kick inch closer and closer to the pegasus’s face. “I wouldn’t get to close to it if I were you.”

“Why? What’s he gonna do?” Frost laughed dismissively. “Beat me up over the course of the next week?”

“Well, technically it’s not actually moving slower,” Mason began, trying to recall his guard training courses on time-manipulation spells. “It’s moving at the same speed over a longer period of time.”

“Huh?” Frost’s face twisted in confusion.

“It’s relativistic,” Mason explained. “Its hoof still travels at the same velocity, we just view it from a faster time frame.”

At Frost’s blank expression, Mason rolled his eyes and tried to dumb his explanation down as much as possible. “Therefore it looks slowed down, but theoretically it should still carry the same force.”

After a few seconds comprehension dawned on Frost’s face, though it was probably faked. “Nah, see?” he said. “It’s moving slower!” Mason facehoofed. The Warrior’s hoof, still barely moving, crept forward with agonizing slowness and touched Frost’s helmet with a soft “clink.”

Frost flew back as if struck by a runaway train, yelling all the way until he smacked painfully into the armour of an advancing Razorback. “Owwwww…” he whimpered, before flopping off the tank and rolling aside, clasping his head. “Medic…” he groaned.

Grumbling, Mason trotted over and helped the pegasus to his hooves. “See?” he chastised, bursting at the seams with sarcasm. “That’s what you get for arguing with science!”

With a shout of exertion, Argus ripped his mind free of the warp’s clutches. His skull still throbbed, but he ignored the pain. That was closer than I expected, he thought. Best to not try it again. Drawing power from the warp, he had accelerated both his and the guardsponies’ minds and reflexes, making time seem to slow around them. Initially it had worked beautifully, but as he tried to sustain the ability he became too deeply immersed in the warp, allowing it to ensnare his mind. The psychic backlash had ripped into his mind as well as those of the unicorn guards, whom Argus was now convinced had some sort of connection to the warp. Thankfully he had broken free of the immaterium’s clutches, but the remaining guardsponies had handled the Tyranids quite well.

Retrieving his bolt pistol, Argus scanned the battlefield. Sicarius had led the Ultramarines in an unstoppable advance, pushing the Tyranids back step by step, and was locked in combat with what appeared to be a Tyranid Prime.

“Always the glory-seeker,” Argus sighed, turning to aid the Royal Guards. Fortunately they were mostly unharmed, and even better, were standing amongst the corpses of the two Warriors and a multitude of gaunts.

“No, that was not a time-slowing power,” Argus said.

“Was that some time-slowing power?” Tulip asked simultaneously.

“I did not slow time, I sped you up to the point where time appeared slower.”

“Ohhhh, that makes so much more sense,” Frost said with so much sarcasm it could probably be spread on a sandwich. Mason still kicked him in the fetlock.

“We’ve fallen behind.” Argus pointed his axe towards the still-raging battle. “Advance! For the Emperor!”

“For Equestria!” the guardsponies cheered as they galloped alongside the Epistolary.

M41.996 15:58 (Equestria time) 3 kilometers north of Appleloosa

Applejack slept the deep, dreamless sleep of somepony who was both physically and emotionally exhausted. Comforting warmth surrounded her, and she smiled unconsciously, nuzzling her face deeper into the gentle-but-firm surface of her mattress. Her bedroom was aglow with a soft yellow light, and a low thrumming sound told her “just go back to sleep already.”

“Applejack.” She was jolted awake by a light touch on her withers and pitched forward.

“Consarnit! Big Macintosh ah told ya I wanted ta sleep in today!”

Suddenly something lifted from her eyes and the peaceful yellow glow intensified to painful levels, searing her dormant retinas. “Ow! What the hay… oh.” She blinked blurriness from her vision to see the glowing red eyes of Sergeant Strabo, who was holding her hat. “Sorry.”

“We are just outside Appleloosa,” the Sergeant said. “We have located rails for the steam-powered transit system.”

Applejack leaned outside the Typhoon to see train tracks stretching on kilometers into the distance, leading to a small conglomeration of buildings. “Good ol’ Appleloosa! Ah can’t wait ta… why are we slowin’ down?”

Strabo tapped the Typhoon’s controls, causing the engines whine to decrease in pitch. “We can proceed on foot from here. The citizens of this town might overreact to a sudden appearance.” He nosed the craft down towards the ground, blowing up plumes of dust and sand.

“Relax, Strabo,” Applejack drawled, putting her hat back on. “Mah cousin will be the first pony ta great us, and he’s mighty friendly. If there’s one thing he won’t do, it’s overreact.”

Suddenly, something ricocheted off the Typhoon’s armour, leaving behind scraped paint and an echoing “sprang.”

“Taking fire!” Strabo flipped several switches and angled the vehicle upward, his eyes darting across the desert in search of the attacker. Appleloosa was still three kilometers distant, so the shot could not have come from there. As he scanned, a glint of metal flashed by a pile of sandy tan boulders. As if waiting for him to notice, two muzzle flashes appeared and two more bullets struck the Typhoon. “Two contacts by the rocks. Close and neutralize.”

“Great shot, Braeburn!” Sheriff Silverstar cocked his rifle and tracked one of the strange flying creatures. They were very unusually shaped, looking almost like flying bricks, and they did not even seem to have wings. Worse, they were moving incredibly fast.

“These some kinda dragon?” Braeburn asked.

“Maybe,” the sheriff scratched his wide mustache. “Ah thought dragons were bigger. These things look like they don’t have wings.”

“Ah ain’t seen nothin’ like em before. We gotta stop em before they reach Appleloosa!”

Another shot rang out, echoing across the plains and striking Strabo dead in the chest, but the bullet bounced off of his armour and barely left a scratch.

“Guilliman’s blood, this one is a marksman,” he exclaimed. “Octavian would love this.”

“Hold on a sec…” Applejack peered at the boulders, and her breath caught in her throat when she saw a familiar light yellow coat and cowpony hat. “That’s Braeburn!” She hopped up out of her seat, making herself fully visible. “Braeburn! It’s me, Applejack! Stop shootin’!”

“What the hay?” Braeburn nearly dropped his rifle in surprise. “It’s cousin Applejack!”

“What? Why is she ridin’ a dragon?”

“Those ain’t dragons!”

Overreacting, Strabo thought as he pulled the Typhoon to a hovering halt over the boulders. Minus one word, Applejack was completely right.

Still about two meters above the ground, Applejack unclipped herself and hopped down before galloping towards the pair of ponies who had been shooting. Judging by their heavier, squarer builds, they were male. Both wore large hats similar to Applejack’s and, strangely enough, vests, prompting Strabo to reevaluate what was considered “normal” in Equestria.

“Applejack!” the yellowish stallion cried, embracing her. “What are ya doin’ here? And what the hay are those things?”

“Dismount,” Strabo ordered, and hopped to the ground, landing with all the subtlety of an airdropped Land Raider.

“Whoa!” Strabo had just enough time to look up before a bullet struck him dead in the forehead. It did nothing against his helmet, but it did serve to irritate him.

Silverstar fumbled with his rifle, trying to get the lever back into position for a second shot, but by the time he had the gun primed, the metal titan was already inches from him. “Holy-” he yelped and fired again, hitting the massive alien in the leg. Seemingly unharmed, it reached out and seized him around the barrel, lifting him to dangle twice his own height in the air. Keeping his wits about him, he deftly flicked a foreleg and cocked his gun one-hoofedly, but his captor’s gauntlet enclosed it and tugged it out of his grip.

“I would appreciate it if you would stop shooting me,” Strabo growled, and unceremoniously dropped Silverstar on his back.

The Sheriff scrambled to his hooves and stared dumbly at the two blue giants standing before him. They were each at least six times his own size, covered from head to toe in slightly more metal than was required to build an entire train, and just to freak him out even more, had spoken perfect Equestrian and seemed to be on friendly terms with Applejack and Caramel.

“Just what in the name of Celestia are you?” Braeburn asked, his gaze shifting from Strabo to Ionius to the two idling Typhoons.

“Cous, Sheriff,” Applejack began. “These fellas are the Ultramarines. They’re aliens, and they’re our friends.” Seeing the shocked faces of the two frontier ponies, she went on. “They done saved the lives o’ everypony in Ponyville. Ah trust ‘em, an’ so do the Princesses.”

Strabo reached up and removed his helmet, squinting as the blazing desert sun attacked his retinas. “I am Sergeant Strabo of the Ultramarines 2nd Company. We mean no harm to you or anypony.”

“What the hay are ya doin’ in Equestria?”

Strabo’s jaw clenched slightly at Braeburn’s interruption, but he continued calmly. “We came to this planet in pursuit of another alien race known as the Tyranids. Three of their ships made planetfall, and we intend to purge them from this world. My orders are to warn Appleloosa of the threat and to provide counsel.”

Braeburn was silent for a moment. “So…” he began. “Yer not gonna abduct cows?”

The farmpony’s question caught Strabo completely off guard, and he stuttered slightly. “Yes… er, no. We are not abducting… will not abduct anything.”

Applejack laughed uneasily at the Sergeant’s obvious discomfort. “Gettin’ back ta the important stuff, these Tyranids are trouble. They killed almost an entire posse o’ Royal Guards before these guys stepped in.” Silverstar and Braeburn both stared.

“Well,” Braeburn said after a long pause. “We’d best be gettin’ ready ta protect ourselves.”

“”Braeburn Apple!” Silverstar glared in furious disbelief. “We hardly even know what these… things are, and yer willin’ ta trust ‘em?” Applejack winced, hoping that the Ultramarines would not take offence at his words, but they remained stoically silent.

“Applejack trusts ‘em,” Braeburn replied plainly. “And if the word o’ the Element o’ Honesty ain’t enough, then ah don’t know what is.”

Strabo nodded approvingly. “Then we continue to Appleloosa and hold a meeting.” He replaced his helmet and strode towards his Typhoon. “Mount up,” he ordered, gesturing to the hovering craft.

Silverstar observed the floating vehicle nervously, still obviously having difficulty comprehending the situation. “What are those crazy contraptions?”

“They’re called Land Speeders,” Applejack answered as she climbed into the passenger seat. “They’re some kinda flyin’ machine that these fellas use.”

The Sheriff still looked skeptical, but Braeburn trotted forward, an enthusiastic grin on his face. “Well, ah’ve always wanted ta go flyin’ sometime.” He hopped into the Typhoon and sat down next to Applejack. “Well Sheriff?” he asked, watching Silverstar expectantly.

Sighing, Silverstar trotted over to Ionius’s Typhoon and climbed in beside Caramel. “Ah just know ah’m gonna regret this.”

M41.996 16:07 (Equestria time) Ponyville, Equestria

Princess Luna galloped along in the wake of the Reavers of Macragge and the Terminus Rex. Upon hearing that a brood of Tyranids had broken off and was headed toward the library, she had immediately decided that her presence would be most helpful protecting ponies there.
Sergeant Marcellus had immediately objected to her idea. “I will not be responsible for shepherding a pony during battle,” he growled. “Get out of my sight, xeno.”

“ULTRAMARINE, WE ART MORE THAN CAPABLE OF PROTECTING OURSELF,” she replied. “WE SHALT NOT-”

“Silence!” Marcellus raised his storm bolter. “I do not care. You will keep away from me and my brothers, and maybe we will let you live.”

Staring down the twin barrels of the gun made Luna falter. She was about to leave with her tail between her legs when the Terminus Rex ground to a halt beside her and Maxilos dismounted.

“Sergeant, I recommend keeping Princess Luna with you, at least until you encounter severe opposition.”

Marcellus rounded on the Techmarine as he continued. “A portion of this town’s civilian population has taken refuge in this area. Our objective is to counter the Tyranid advance here and defend the civilians. The probability of success would increase significantly if the Princess was here to handle the evacuation.”

Damn your logic, Maxilos. “Then tell it to stay out of our way.” He turned back to his Terminators and kept moving.

Luna was about to thank Maxilos when a familiar voice rang out.

“Princess Luna!” She turned to see Twilight Sparkle, Pinkie Pie, Rarity, and Fluttershy galloping toward her.

“FRIENDS! Sorry. This is too dangerous for any of you. I urge you to find somewhere safe.”

“Well Twilight and I were hiding in one of those tanks and it was really friendly but then it started moving into the fight so we had to leave!”

“Yeah… what she said,” Twilight panted, gesturing to Pinkie.

“Besides, we simply can’t hide when there are ponies who could be in danger,” Rarity said. “We must help them escape!”

Luna watched the pleading expressions on the four Element Bearers and smiled. “You four have enough courage for dozens. Follow me.”

Ahead, Marcellus’s Reavers approached the library. “Tychus, fan out. Lucius, any movement?”

The squad’s assault cannon carrier consulted his auspex. “Negative. No movement for twenty meters.”

“Techmarine, anything?”

“Long-range scans show the swarm two hundred sixty-three meters north of our position, moving at a constant speed. I calculate that they will arrive here in seven minutes.”

The top hatch of the Terminus Rex popped open and Maxilos appeared. “Princess, large concentrations of ponies have taken shelter in the library and schoolhouse. I recommend that you evacuate them immediately.”

Luna nodded and galloped toward the library door, the four Element Bearers close behind. With a quick burst of magic, the door flew open to reveal the frightened face of Minuette.

“P-Princess!” The toothpaste-maned pony jumped in surprise and somehow managed to bow in midair before landing on the floor with a painful thud. “We hid in here after the Ultramarine Captain made his speech and we were too scared to come out! Lyra said she saw something creeping around out there!”

“PLEASE, EVERYPONY REMAIN CALM!” Twilight tapped Luna on the shoulder. “Right. Everypony remain calm. I am here to take you to somewhere safer, but I will need your cooperation.”

Once everypony had calmed down and regained their hearing, they began filing out of the library, only to be greeted by the menacing forms of two Terminators.

Just as Lily, Daisy, and Rose were about to panic, the Terminator with a huge, cylindrical gun held up a hand placatingly. “All of you, stay together and head toward the town hall,” Lucius rumbled, causing most of the group to shrink back in terror. “Fear not. My brothers and I will protect you.” Tentatively, the ponies crept forward under the watchful gaze of Lucius and Tychus. Soon, the group was moving briskly through the plaza, Luna at the front.

“Spike! Spike!” Twilight navigated the crowd, searching for her number one assistant who had disappeared sometime during Pinkie’s “We Have New Alien Friends” party.

“Over here!” A short, scaly arm rose over the crowd, and Twilight rushed over to her little brother.

“Spike! Thank goodness you’re alright!” Twilight wrapped her forelegs around Spike, nearly smothering him in an overprotective hug. “Where have you been?”

“Mmph, mmph, mmph!”

“Oh, sorry.” She released Spike, who panted heavily. “Where did you go?”

“Twilight, I’m fine,” he said emphatically. “You ran off with your friends, so I went back to the library.”

“I was so worried!” Twilight said, grabbing Spike in another strangling hug. “The Tyranids were everywhere, I couldn’t even leave to check on you, you could’ve been hurt, or eaten, or…”

She rambled through a long list of “Worst Possible Outcomes,” oblivious to the fact that Spike’s face was turning blue from a lack of oxygen.

A short distance away, Marcellus fumed at the sight of the Reavers, his Reavers, protecting a herd of alien horses. In the Emperor’s name, I should just kill them all right now, and damn Captain Sicarius and his idealism! Xenos are xenos, and deserve nothing more than extermination!

His eyes turned to Pinkie Pie, who was bouncing around cheerfully in utter defiance of the imminent Tyranid threat. Another surge of anger washed through him and his powerfist clenched audibly. Everything about her seemed designed to be as offensive as possible to him. Her garish colouration reminded him of Slaaneshi cultists. Her constant bounding movements evoked memories of cavorting Eldar Harlequins. Her spasmodic twitching brought a particularly vivid image of a gibbering Chaos-possessed psyker to mind.

What? Marcellus did a double take and stared at Pinkie. The pink pony’s legs had spontaneously begun flailing of their own accord, causing her to skitter across the ground comically, drawing confused looks from the Reavers and other ponies.

“Pinkie! What is it?” Twilight, who had finally released Spike, rushed to her friend’s side and grabbed her leg to steady her, but the rapid gyrations caused her to spin like a pinwheel. Finally, with the help of the other three Element Bearers, Twilight managed to steady Pinkie, who legs were still trying their best to send her skidding away like a hockey puck. “What is it this time?”

“Uhhhhhhhh…” Pinkie juddered back and forth before Rarity grabbed her head so she could speak clearly. “Uh, my legs going nuts…” Her eyes went wider than dinner plates and she spun to face the Terminators. “Hammer guy!” she called out urgently. “Behind you!”

Tychus spun around with speed belied by his massive armour, raising his storm shield in a blocking stance. The shield came into contact with something, prompting an angry hiss.

“Lictors!” Marcellus roared. “Defensive circle!”

Shoving his adversary back with the force of his spin, Tychus whirled his thunder hammer around by the butt. The massive head came into contact with the Tyranid and its energy field detonated. With a shriek and a satisfying crunch, the Lictor crumpled like a tin can, spurting blood as it flew across the plaza.

His opponent dead, Tychus thundered towards his brothers, who stood in a circular formation back-to-back, spraying bolter shells and delivering hammer blows to any Lictor that got too close.

“Maxilos, how many?”

“Currently tracking between four and twelve separate organisms. Their camouflage makes them difficult to-”

“Noted.” Marcellus swung a vicious uppercut with his powerfist, knocking a Lictor’s head clean off before filling its still-standing corpse with bolter shells. “Scan for the rest of the swarm.”

After a brief pause, the Terminus Rex surged forward. Marcellus was about to protest when Maxilos’s voice cut through again. “Sergeant, another Lictor brood with Warrior and gaunt support is moving into the town to attack the civilians. If I move now I calculate an eighty-eight point-”

Marcellus had stopped listening, instead silently cursing the Techmarine once again. He would have happily left the ponies to die, but as seemed to be occurring with alarming regularity, circumstances conspired against his hatred of them.

Rarity watched as the Predator Executioner rumbled by, pulping an unfortunate Lictor beneath its treads. “Where is he going? Oh heavens he’s leaving us!”

Luna was about to answer when a blurry outline of something twice her height caught her eye. Without hesitation she cast a spell, sending a blast of lightning at the shimmering target. The electricity made contact and crackled all across the creature, highlighting every inch of its towering, bladed form and filling the air with the stench of burning skin. The alien’s form blurred, losing its transparency and mimicked the image of the lightning playing across it.

“AAAAAH! What is it?”

“The horror! The horror!”

The now lightning-patterned Tyranid shook off the attack and leapt forward, its serrated shoulder blades extended.

“THOU SHALT NOT TAKE US!” Luna prepared another lightning spell, but as she drew power into her horn, her mind began slipping and flailing as if drowning. A pounding ache surged through her head and her vision dulled, shadows creeping into the edges of her sight. An alien hiss cut through the murk in her mind, sounding almost like a malicious laugh.

Suddenly a barrage of glowing purple projectiles struck the alien and sent it flying back, its chameleonic skin now a fairly gaudy shade of magenta. Forcing her rebelling mind to cooperate, Luna pulled her mind from the gloom and turned to see Pinkie Pie holding Twilight Sparkle by the barrel and pumping her tail up and down like a lever. More magical pulses fired from the unicorn’s horn, blasting the Tyranid back even further.

Luna could not help but smile at the ridiculousness of this tactic, but she had to admit that it was effective. Unfortunately there was only one weaponized unicorn in the herd and more chameleon-Tyranids were closing. Twilight and Luna could only last so long before succumbing to the Tyranids’ magic-suppressing nature, at which point they would be eviscerated one by one.

“Princess!” Luna recognized the voice as Rarity’s. “The Ultramarines!” She snapped her head around to see the Terminator squad standing in a large circle facing outward.

Of course! She mentally facehoofed. “FOLLOW US!” Flapping her wings, Luna shot toward the Ultramarine formation, the herd of ponies right behind.

Marcellus spotted the incoming crowd. “Get out of our way!” he barked, firing a burst over their heads, killing a Lictor attempting to pick off stragglers.

“WE CANNOT SURVIVE IN THE OPEN!” Luna cried, trying to squeeze between two Terminators.

“And?” Marcellus said, his voice full of cruel sarcasm. Fury spike through him as Lucius stepped out of formation, allowing the herd of panicked ponies to slip inside the armoured wall of Terminator armour. “HOLD!” he roared. “CLOSE THAT GAP!”

Seeing the opening, a pair of Lictors darted forward. One set upon Lucius, ripping gouges into his armour. His assault cannon useless, the Terminator swung his torso back and forth, trying to dislodge his assailant. Just before the Lictor could plunge a talon into his neck joint, another volley of magical blasts blew it airborne, where Lucius tore it apart with a hail of shots.

The other managed to slip past Lucius, apparently set on catching a pony. Fluttershy squealed in fear, immediately catching its attention. With a fluid hissing sound, a cluster of hooked tendrils shot out from a cavity on the Tyranid’s thorax straight towards her face. Fluttershy squeezed her eyes shut in anticipation, but the pain never came. When she opened her eyes, the sinewy tentacles were inches from her face and the Tyranid was struggling as if held back by something.

That something was Brother Alcaeus, whose lightning claws had punched clean through the Lictor’s thorax and protruded from its front. With a grunt, he lifted the creature over his head as if it weighted nothing and pulled it in half, raining gore across the crowd, prompting several ponies to faint dead away, vomit in disgust, or both, in either order.

Fluttershy stared at Alcaeus as blood ran down his armour, staining the formerly immaculate blue surface and pooling at his feet. Every detail of the gruesome kill seemed to scream at her for attention, and her perception of time, deciding to play a cruel joke, distorted to give every droplet of blood, every mutilated organ, and every glistening claw plenty of stage time. As she stared, another image, generated by her fear-addled mind, superimposed itself over the already horrifying scene.

This new image made the old one seem like baby bunnies riding kittens stuffed in socks.

The black Tyranid blood splattered across Alcaeus’s armour shifted, forming liquid tendrils that reached across the blue, replacing the magnificent blue with an oily black. Every edge of the armour elongated and deformed, becoming less functional and more baroque. Leering, howling faces of bronze and gold emerged upon the armour as if struggling to free themselves. The huge, crackling claws on the back of Alcaeus’s hands slid forward to replace his fingers, still slick with blood. His pure white helmet lengthened, sprouting massive, jutting, spiked tusks.

His eyes changed the least, but this only served to make them his most terrifying feature. Their normal red glow intensified as if a raging fire burned behind them, and they glared at Fluttershy with a malicious, hateful stare. She heard him speak, his voice sounding like a thousand sheets of rusted metal scraping together.

“Are you hurt, pony?”

She looked up. The metal horror was gone, and the gore-splattered form of Alcaeus leaned over her, proffering a hand.

“Are you alright?” he asked again, his voice surprisingly gentle.

Fluttershy accepted his help, but did not answer his question.

With the ponies safely behind a barrier of heavily armed Space Marines, the remaining Lictors efforts ended in failure. With a roar of triumph, Tychus leapt forward and smashed his thunder hammer down on the final, very surprised, and subsequently very flat, Lictor.

Marcellus seethed at Lucius, the ponies, and Equestria in general. Because of those damned ponies our formation almost broke! He stomped down on the face of an obviously dead Lictor, doing little to abate his anger. All it would take was one Lictor at our backs and we would have been divided! “Techmarine, status.”

“Currently engaged near the schoolhouse.” The plasma cannon belched another series of miniature suns, incinerating a Warrior bearing towards the Terminus Rex with a venom cannon. The twin heavy bolters on the tank’s sides fired streams of explosive shells, blowing apart another pair of Warriors as it roared forward through a veritable carpet of gaunts, who seemed to want nothing more than to clog the tank’s treads with their mangled corpses.

“We have purged the Lictors and are advancing along the path you took,” Marcellus said. “Encountering light resistance. What’s your status?”

“Heavy resistance throughout this sector of the town. The swarm is targeting me and is leaving the civilians alone for the moment.” A burst of fleshborer beetles smacked into the tank’s side. “I require immediate infantry support.”

“I can see you. Do not falter.” Maxilos rotated an external camera, zooming in down the road to spot the ten Terminators moving in a box formation around a herd of ponies.

With an abrupt clunk, the Terminus Rex jolted to a halt, its engine straining against something. Muttering a prayer to soothe the tank’s indignant machine-spirit, Maxilos popped the top hatch.

A Tyranid Warrior stood up against the front right track guard, its front limbs caught in the whining treads, stalling the Predator entirely. All around the tank, gaunts and Warriors swarmed about, climbing its sides towards Maxilos. One Hormagaunt had made it atop the cabin and was poised to leap.

The Techmarine kicked into action. Simultaneously, he snaked a mechadendrite down and reversed the Predator, snapped his bolter up and blew the stricken Warrior’s arms off, smacked the leaping Hormagaunt out of the air with a servo-arm, impaled another Warrior through the face with his power glaive, and unleashed a gout of burning promethium from his flamer. The gaunts milling about shrieked as they ignited, scattering away. With another jarring jolt, the Predator surged backward, crushing more gaunts and drawing the swarm back in pursuit. With another mechadendrite, Maxilos fired the plasma cannon, slagging the cobblestone road and vaporising more Tyranids.

Now caught out in the open, the remaining Tyranids surged forward in pursuit of Maxilos, but a hail of bolter fire from the advancing Terminators cut a bloody swathe through their ranks, leaving only a pair of Warriors standing. An arc of lightning blasted outward striking one and leaping to the other, causing both to spasm uncontrollably and flop to the ground dead.

“HUZZAH!” A jubilant blue alicorn glided across the battlefield, alighting on the turret of the Terminus Rex. “WE HATH VANQUISHED THESE ABOMINATIONS!”

Maxilos was not listening. Dismounting, he loaded his bolter and charged towards the Ponyville schoolhouse, mechadendrites flailing in his wake.

“Techmarine!” Marcellus’s voice crackled over the vox. “What are you doing? Have you gone mad?”

Maxilos ignored the Terminator Sergeant. As he sprinted, countless scenarios buzzed through his head accompanied by countless equations. One Lictor remaining. High probability that it will seek weaker prey. Schoolhouse likely target. Pony resistance negligible. Situation: critical.

The schoolhouse had remained untouched, thanks to Maxilos’s timely armoured assault. Still, there was fresh meat inside, and a Tyranid Lictor would never miss a chance to butcher the helpless.

“It’s coming through the door!” Silver Spoon shrieked, trying to wedge herself beneath Cheerilee’s desk. “Don’t let it get me!”

“Please, children. Try to stay calm.” Both the magenta pony and her students knew that her words were empty. The creature bashing at the door would break through, and the ponies within did not have a prayer.

Big Macintosh grunted as he shoved a filing cabinet across the floor up against the door. “That should buy us some time,” he panted.

“For what?” Berry Punch’s voice quavered as she clutched Berry Pinch tightly. “What can we do?”

“The Ultramarines will save us!” Berry Pinch said happily. “Just wait! They’ll show those big old bugs!”

The door to the schoolhouse exploded open, revealing… nothing. Through the door was nothing but a beautiful, hot spring day.

Mus’ be hotter than ah thought, Big Macintosh thought as he watched the strange shimmer in the doorway. Las’ time ah saw somethin’ like that was in Appleloosa… wait. The heat haze was moving, creeping forward in an almost predatory manner. As he examined it more closely, he made out a strange, tall silhouette that could have brushed the ceiling if it were… oh no.

“Git back!” Big Macintosh barked, the tone of his voice causing everypony to jump. “It’s inside!”

“What? What is it?”

As if in response, the hazy outline thickened, and a towering, long-armed Tyranid stood in the middle of the classroom, a hungry grin on its face.

“Oh, bollocks,” Pipsqueak said.

Normally Cheerilee would have chastised him for such language, but the monster in the room was somewhat distracting.

“GET AWAY FROM THE CHILDREN!” she yelled, scaring herself with her volume. The alien was less than intimidated, and it hissed and began walking forward slowly, its huge serrated limbs extending.

“We’re doomed!” Dinky Doo squeaked, burying her head in her hooves. “I want my mommy!”

Pipsqueak put a comforting hoof on her shoulder. “Don’t worry, Dinky. We’ll be fine. You want to know why?” Fearful tears in her eyes, Dinky nodded.

Pipsqueak stood up, defiantly staring up at the Tyranid. “I've got a friend. He's different from us. He’s from another world. He came here in a blue spaceship to protect ponies like us from monsters. He’s a genius, and he’s going to save every single pony in this room, because that’s what he does: saves ponies. His name is-”

“Hello! So sorry I’m late, had a bit of a run-in with an acid-spewing monstrosity, but hey, that’s life!”

A brown-coated stallion with a spiky mane and hourglass cutie mark stood in the doorway, a cheerful, welcoming grin on his face. The Tyranid spun to face this interloper and raised its claws again.

“Oh, stop it,” the stallion continued, waving a hoof dismissively. “You’ve got no way out, why not just give up now?” The Tyranid hissed and began walking toward him. “Oh that’s right. Not into the whole ‘surrender’ business, are you? No matter, ‘cause I’ve got a friend of my own!” He hopped aside, and the huge form of Maxilos pounded up the steps to face the Lictor.

“-Maxilos!” Pipsqueak finished, hopping up and down excitedly.

“Well, I suppose this time I can’t really take any credit,” the brown stallion said regretfully. “Though to be fair, I did distract him for a minute.”

The Lictor and Maxilos stood silently, neither moving a muscle. Big Macintosh could have sworn he saw a tumbleweed blowing past the door.

Calculating trajectory. Ninety-eight point four-zero-one-three percent chance of fatality if shot is on-target. Maxilos leveled his bolter at the Lictor’s eye, prompting an angry hiss.

Searching database. Suitable phrasing complete. “Inquiry: does this particular Lictor consider itself fortunate?”

The Lictor leapt, flesh hooks blasting out of its chest. Maxilos adjusted his aim and fired a single shot straight through its eye socket. Now quite dead, it flew limply through the air and collapsed in a headless heap on the floor.

Maxilos lowered his bolter. “Inquiry,” he droned. “Was the query that I posed to the Tyranid appropriate?”

The ponies’ reactions were mixed, at best. Most began cheering raucously, while many, particularly the parents, facehoofed.

“Grenades!” A pair of frag grenades sailed overhead and blew apart a Warrior, whose place was immediately filled by two more.

Sicarius fired his plasma pistol again, melting yet another Termagant with a miniature sun before launching an aggressive kick that sent a Warrior reeling, presenting its unprotected back to him. Leaping forward, he plunged the Tempest Blade upward through its shoulder and out through the top of its head.

The Ultramarine advance had forced the Tyranids back with startling speed at first, easily mulching through the hordes of gaunts and Warriors. Unfortunately Sergeant Ixion had been correct, and Carnifexes came barreling through the woods, forcing the battle to a deadlock. With these living tanks stuck in the fray, Hive Guard had moved up to provide heavy firepower. Already they had accounted for three Ultramarines and an immobilized Razorback. With the Terminators fending off another incursion to the south, Sicarius was left without an anchor in his formation, and simply had to hold out against a seemingly endless tide of chitin.

“Push them back, brothers!” he roared, holding his blade aloft. “The sons of Guilliman shall not yield!”

“Victoris Ultra!” roared the Lions of Macragge, and soon the battle-cry was echoing all along the battle line.

“Captain.”

“Gaius, good to see you still fighting.” Sicarius grinned at his old friend now fighting shoulder-to-shoulder.

Gaius bashed a Warrior across the jaws with his shield and slashed its face open with his sword. “Likewise, Cato. I fear that this battle may be taking a turn for the worse.”

“Those Carnifexes are the anchor of the xenos’ lines, Gaius. Slay them and this will turn into a rout. Have faith, brother.”

“I do not lack faith, Captain, but we cannot advance under fire from those Hive Guard.”

Sicarius glanced at the raging battle. “Then we give them what they want.” He spoke into his vox. “Dreadnoughts! Epistolary! Make some holes. We must advance!”

Maccabeus chuckled, a deep resounding sound that filled the Ultramarines around him with inspiration. “FOR THE EMPEROR!” he thundered and unleashed a storm of flames and melta blasts, scattering the hordes at his feet. Ultracius followed suit, slowly pivoting as he unleashed a storm of assault cannon shells into the swarm, turning them into a bloody mist.

Argus swung his force axe overhead, feeling warp energy course through his arm into the blade. Lightning coruscated along its length, arcing outward to shock several gaunts.
“Feel the Emperor’s fury!” With those words, he slammed the blade down, resulting in a massive explosion of psychic lightning that blew Tyranids airborne, spasming and incinerating as they went.

Three gaping holes punctuated the Tyranid lines. “Charge, brothers! For Ultramar, and the Imperium!” Sicarius shouted, charging through the crackling lightning left from Argus’s psychic smash.

“Credit where it’s due, these guys are pretty awesome,” Stone Mason commented to Stormcaller, who grinned.

“Guardsponies, advance!” The squad of Royal Guards advanced in the Ultramarines’ wake, hopping over the cooling corpses of dozens of gaunts. “Mop up any stragglers.”

Sicarius smashed through a stunned Warrior, feeling its chitinous shell crack against his armour before he rammed his pistol into its mouth and fired. Gaunts and Warriors were irrelevant. His target waited ahead.

The roaring Carnifex fired a stream of venomous shards from its venom cannon, forcing Sergeant Vorolanus’s Thunderbolts into cover. The Space Marines hurled grenades, but the shrapnel scattered against its shell with little effect. As Sicarius advanced, dozens of gaunts swarmed towards him, blocking his path to his target.

“Make way for the Captain!” The Thunderbolts turned their weapons on the gaunts, cutting them down and clearing a path straight to the Carnifex.

“Face me, creature!” Sicarius raised the Tempest Blade in challenge, its power field glowing almost blindingly bright.

A hail of crystalline shards hammered against Sicarius as he charged, scoring his armour and shredding his cape, but not even slowing him. Abandoning his pistol, Sicarius grasped his blade in both hands and slashed, severing the barrel of the venom cannon. The Carnifex screamed in rage and swung its huge arms downward. He nimbly ducked forward under the Tyranid’s guard and plunged the Tempest Blade straight through its thorax, where its lethal energies could do their work.

The Carnifex gave a keening howl and snapped its jaws vindictively, trying to at least take its killer with it. The Ultramarine Captain pressed forward even further, actually forcing the weakened Tyranid back a step. He yanked the blade free and hacked downward, slicing his opponent’s leg off at the knee, causing it to crash to the ground.

Along the battle line, all the Ultramarines pressed forward, spearheaded by the Dreadnoughts and Argus. But the Hive Guard still lived at the tree line, firing their deadly impaler cannons from range and slowing the advance once more.

“Captain, the Carnifexes are down, but we’re entering a no-man’s land,” Prabian said. “They’ll hold us here until the next wave arrives.”

Sicarius drew his pistol. “I will not be denied! This battle ends now!”

Mason hunkered down with his squad. “Well, we’re stuck again, and unless Sicarius has a trick up his sleeve, we’ll take heavy losses trying to reach the tree line.”

“Captain, look!” Tulip pointed a hoof towards the sky.

Like avenging angels, a veritable fleet of Cloudsdale Guards shot downward, firing a hail of crossbow bolts into the entrenched Tyranids from above. Pegasus bombers dropped flasks of burning oil, igniting the Hive Guard left and right.

At the head of the formation roared a pair of Land Speeder Tornadoes, their assault cannons stitching bloody trails across the battlefield. As they passed low, the heavy flamers in their passenger seats added to the conflagration.

“Yes!” Stormcaller yelled and broke cover. “Troops, with me! Victory!”

No sooner had the guardsponies emerged from cover had Sicarius given the order to advance as well, and the entirety of the 2nd Company charged towards the trees.

“For the Emperor!” a hundred voices thundered in the ponies’ ears.

Stormcaller had never felt so alive. Standing with his brothers-in-arms, fighting against insurmountable odds, knowing that they would never yield; this moment was the reason why he had become a guardspony.

The remaining Tyranids fell like dominoes, with scant few surviving to flee through the forest. The Ultramarines halted at the trees, watching for another wave of enemies that never came.

“Victory,” Sicarius said, a grin etched across his face. “Victoris Ultra.”

The two Tornadoes, along with several Cloudsdale Guards, swooped downward and landed near Sicarius. Stormcaller and Mason immediately galloped to their pegasus counterparts.

“Captain Nimbus, Cloudsdale 1st Regiment,” the pegasus captain panted, sheathing his sword. “You’re Captain Sicarius?”

“Yes, pony,” Sicarius responded. “Your arrival was timely. Thank you for your support.”

“No, it’s me who should be thanking you.” Nimbus removed his helmet and mopped his sweaty brow. “That was the most fun I’ve had all year.”

Mason and Stormcaller trotted around the Tornadoes, searching for Captain Sidewinder.

“Sidewinder! Where are you?”

“Up here.” The unicorn and earth pony looked up to see Sidewinder sitting in the passenger seat of a Tornado, massive flight goggles on his face and one foreleg across the heavy flamer. “What up?”

Stormcaller and Mason stared, their faces blank.

Sidewinder grinned and patted the huge gun. “You would not believe, what I have been up to today.”

Skyfire

Chapter 8: Skyfire

M41.996 16:10 (Equestria time) Appleloosa, Equestria

Ah was right. Ah am really regretting this, Sheriff Silverstar thought, holding his hat on his head with one hoof and clinging to his seat in the Typhoon with the other. The ungainly-looking craft flew quite smoothly, but the sensation of acceleration and the wind roaring past his ears left him gritting his teeth in tension.

Caramel, crammed in the seat next to the Sheriff, had tried to strike up a conversation, but they could hardly hear each other over the rushing wind and sharp whining of the Typhoon’s engines. Besides, the massive armoured alien sitting next to them put a damper on socializing.

After what seemed like an hour of nervous silence to the two stallions, but in reality was a matter of minutes, the familiar wooden structures of Appleloosa came into view. The afternoon sun beat down heavily on the dulled colours of the buildings, casting long shadows across the dusty streets. Sparse apple trees from the nearby orchard spread towards the town. The clock tower stood tall and proud beside the town hall, a monument to the tenacity of the frontiersponies who decided to build a settlement out in the empty desert. Every structure was dusty and worn but each had stood the tests of time, sandstorms, buffalo stampedes, and even a derailed train carrying hundreds of jugs of hard apple cider directly into the blacksmith’s shop, resulting in a massive, strong-smelling detonation.

But the part of Appleloosa that truly embodied the spirit of the town was its ponies. Mostly earth ponies, but with a scattering of pegasi and unicorns, these rugged ponies had chosen to live in one of the toughest environments in Equestria. Hard labor had forged them into a particularly hardy breed that had stood in the face of oppressive weather, drought, and stampeding buffalo without flinching. Braeburn felt a surge of pride in his town, knowing that his fellow Appleloosans would never back down in the face of adversity.

“Set down on the outskirts,” Strabo said. “And let the ponies out first.”

Silverstar grabbed at his hat again as Ionius banked the Typhoon right to land behind the train station, followed closely by Strabo’s. The two aircraft set down among swirling clouds of dust, their engines winding down. Applejack hopped out of the Typhoon, followed closely by Braeburn, wearing his ever-present cheerful grin.

“Caramel,” Silverstar muttered irritably. “How do ya always manage ta get us inta messes like this?”

“Hey, I didn’t do anything!” the amber stallion replied. “These aliens just showed up!”

“Ah was talkin’ bout this.” Silverstar pointed at the flight harness, which Caramel had somehow managed to get tangled around them. Caramel’s indignant expression became rather sheepish.

“Hold still.” Both stallions turned to see Ionius leaning towards them, hands outstretched. Silverstar felt a moment of panic, but it faded as the Ultramarine undid the buckles, depositing the two ponies in a heap on the floor of the Typhoon.

“Er, thanks,” Silverstar said, awkwardly replacing his hat and trying not to meet Ionius’s eyes.

Braeburn turned back to the two Ultramarines, his grin causing Strabo a slight twinge of alarm. “Well, now that we’re here, ah’d like ta officially welcome you two ta Aaaaappleloosa!” He reared onto his hind legs with an excited whinny.

Hasn’t changed a bit, Applejack thought with a smile. “Heh, heh.” She looked up at Strabo with an expression of both expectation and nervousness.

“Thank you, Braeburn,” Strabo said. “You two will need to show the citizens here that you trust us. Once they believe that we mean no harm, then we can appraise them of the situation.”

“Applejack trusts ya, and if she trusts ya, everypony else should,” Braeburn said “An’ there ain’t no way they won’t believe the Element of Honesty herself!” He stood proudly, stretching himself to full height.

Element of Honesty… Strabo mused. Yet another confusing part of this world. I will have to learn more later.

Applejack nodded in agreement. “Even if they didn’t see us flyin’ in, they musta heard Braeburn here.” She pointed a hoof to her cousin, who grinned in embarrassment. “They’re probably all on their way now.” She threw a glance toward the town, waiting for the inevitable herd of gaping ponies to arrive. “Probably best fer us ta move a little bit closer.”

“Agreed,” Strabo said and began walking towards the station. To Applejack’s relief he kept both his weapons holstered. She trotted up to match the Ultramarine’s pace, joined quickly by Braeburn.

“Hey Braeburn,” she asked. “What were you an’ the Sheriff doin’ out in the desert with yer guns? Quite a coincidence that ya found us.”

“I have been meaning to ask that as well,” Strabo put in without turning.

“Oh, me an’ Sheriff Silverstar were trackin’ a pack o’ Diamond Dogs that done robbed our bank,” Braeburn said, an uncharacteristic touch of anger entering his tone. “They’ve been tunnelin’ near Appleloosa fer a coupla weeks now, an we’ve been too busy harvestin’ apples ta do much about ‘em.”

“Diamond Dogs?” Strabo asked, turning his head.

“Big, ugly dog-critters that walk on two legs,” Applejack said. “Spend most ‘o their time tunnelin’ and minin’.” She shook her head and gave a remarkably equine snort. “Sometimes, they decide ta come and ponynap helpless ponies ta do the dirty work fer ‘em. Mah friend Rarity got captured by ‘em a coupla years back.”

Silverstar stepped in. “There ain’t no reasonin’ with those hoodlums. Nothing ta do with ‘em but send ‘em packin’.” He patted the rifle secured to his back. “One way or another.”

The four ponies and two Space Marines were interrupted by an unexpectedly sarcastic-sounding voice from the dirt road in front of the train station. “Mind telling us exactly WHAT THOSE THINGS ARE?”

A herd of Appleloosan ponies stood in the middle of the road, staring at the strange procession of Space Marines and ponies. Ionius had thought it odd that Applejack wore a hat, but now he was faced with ponies wearing a wide variety of hats, vests, saddlebags, and duster coats. Several ponies were armed with guns similar to those of Braeburn and the Sheriff, grasping them tightly with hooves or magic, but ready for trouble. Unlike Braeburn’s welcoming smile, they wore expressions of fright, confusion, and some of downright hostility and suspicion. A few eyed Ionius’s chainsword and bolt pistol, blood draining from their faces as they realized the devices’ deadly function.

“They some kind ‘o Diamond Dog?”

“They mus’ be! They walk on two legs!”

“Four legs good! Two legs bad!”

“Sergeant?” Ionius asked over the vox. “This may get out of hand. Perhaps a demonstration of our… abilities?”

“Negative.” Strabo kept his hands at his sides, moving as little as possible so not to spook the ponies. “We need them to trust us, not to fear us.” Braeburn and Applejack both stepped forward, hooves raised to placate the crowd.
“Would everypony please calm down?” Applejack’s voice shushed most of the crowd. “These folks mean us no harm.”

“They’re Diamond Dogs!” one reddish mare called out. “Jus’ look at ‘em! Who else walks on two legs?”

“They do!” A dozen pairs of eyes locked onto Braeburn. “Ah don’t believe this.” He shook his head sadly. “Whatever happened ta manners? Y’all should be welcomin’ our guests, not throwin’ mindless accusations about.”

All the anger and surprise left the mob like air from a balloon. Several ponies looked downward, trying not to meet Braeburn’s reproachful gaze.

“Uh, yeah.” A few ponies perked up to look at Caramel, who stood awkwardly beside Applejack. “What he said.”

“Now folks, let’s give these aliens a good ol-fashioned Aaaaaaappeloosa welcome!”

A deathly silence fell over the crowd and everypony stared first at Applejack, then at the two Ultramarines, who had neither spoken nor moved since arriving.

Aliens. The mysterious beings that inspired scary stories, omnipresent works of fiction, and zany conspiracy theories trying to prove anything, from how Prince Blueblood was royalty to Princess Celestia actually being a blancmange obsessed with beating Princess Luna in a doubles tennis match. Either way, aliens were the terrifying spectres of the imagination, their motives incomprehensible to all but themselves and the legally insane. And two of them were standing in the middle of Appaloosa.

As usual, everything happened at once.

“RUN!”

“Save the cows!”

“Get the tinfoil hats!”

For his part, Braeburn looked utterly confused at the sudden chaos. “What?” he exclaimed, looking to his cousin for aid. “Was it somethin’ ah said?”

Applejack facehoofed as the herd degenerated back into a panicked mob, galloping back and forth. Why does introducing ponies ta folks from another planet have ta be so danged annoyin’?

Strabo felt Ionius’s eyes boring into the side of his helmet, so he turned slowly to face his battle-brother. “If you have something to say…”

“I think it is safe to assume that diplomacy has failed?”

“Failing, brother. Not failed.” Strabo unholstered his bolt pistol and checked the magazine. “Then again, diplomacy is just war with words instead of bullets.”

Silverstar, who had given up on trying to shout the mob into submission, spotted the massive handgun in Strabo’s hand. “Wait! Stop!” he shouted, but his words went unheeded, as the Assault Sergeant aimed the pistol into the sky and fired.

Ponies everywhere dropped flat or dove for cover, searching for the source of the gunshot. They poked their heads out from behind buildings, through windows, and out of barrels to stare at Strabo, who still pointed the pistol skyward.

“Citizens of Appleloosa,” he began, his harsh voice cutting into everypony’s ears. “I am Sergeant Strabo of the Ultramarines 2nd Company. What Braeburn said is true; we are aliens, but we mean you no harm.”

His words garnered looks of confusion and surprise from the ponies, both from his use of Braeburn’s name and that he had not started melting their brains yet.

“Why are you here?” a reddish-brown stallion by the name of Meadow Song asked, stepping hesitantly from behind a parked carriage.

“We came here in pursuit of another race of aliens: the Tyranids.” Strabo almost spat the words out as if insulted by them. “They landed near Ponyville and Appleloosa, and my brothers and I are under orders to protect you.”

These words sent further ripples of confusion through the crowd, which was still having difficulty accepting the fact that aliens existed, and furthermore, had not started probing them or swapping their internal organs with vegetables. For a minute, nopony spoke.

Caramel held his breath, silently praying that the situation would not turn ugly. Please don’t freak out. Keep calm and listen to the giant armoured aliens.

“Why should we believe you?”

Oh horseapples.

The indignant voice was quickly joined by several more, none of them sounding particularly happy.

“Tell us why yer really here!”

“What the hay is a Tire-nid?”

“You can’t scare us!”

Braeburn’s smile was doing an admirable job of attempting to remain on his face, but it was fighting a losing battle. “Everypony please jus’ calm down,” he said, but his voice was lost in the clamour. “Uh, could y’all please listen ta these folks?”

Strabo was about to speak again when a gunshot rang out. Not the powerful roar of a bolter, but the sharp crack of one of the ponies’ guns. The bullet struck him in the shoulder pad and ricocheted off into the ground.

Now suitably irked, Strabo ignited his power sword, its light blue glow contrasting sharply with the warmer hues of his surroundings.

“ENOUGH!” he bellowed, his helmet amplifying his voice to frightening levels. “ALL OF YOU, SILENCE!”

Everypony froze, too startled to even dive for cover. Palmer, an orange-brown stallion and owner of the smoking rifle, stared in horror at the huge alien now brandishing a glowing, humming sword longer than a pony. When he met Strabo’s glowing eye-lenses, his terrified eyes rolled back in his head and he flopped backward in a dead faint.

“I will overlook that as an accident.” Strabo lowered his sword. “Now if you would all calm down, I will explain what is happening to your world.”

For the second time in barely a day, Caramel listened to a being from another world explain that an alien invasion was happening. And for the second time, he worried if Equestria would survive the coming storm. After witnessing the Tyranids’ wild ferocity, he had honestly believed that his home was doomed. A full battalion of Royal Guards had been reduced to only sixteen shell-shocked guardsponies in minutes. Caramel himself had almost been eviscerated by the curved talons of a smaller Tyranid.

And then the Ultramarines had dropped out of the sky, quite literally in the cases of Sergeant Strabo and the other Assault Marines, to crush the Tyranids beneath their boots and grind what was left into the ground. The unstoppable force of the swarm had met the immovable object of the 2nd Company.

“All seems a bit hard ta believe, dontcha think?”

Caramel turned to see Sheriff Silverstar standing next to him, a look of resignation on his face.

“Trust me, Sheriff,” Caramel said empathetically. “If you had seen what I’ve seen, you still probably wouldn’t believe it.”

Strabo, standing in front of the train platform, had finished speaking and was busy answering questions from the crowd, which had remained quiet and polite, though probably out of fear.

“Not just the aliens,” Silverstar said. “Ah’m talking ‘bout why this ‘Captain Sicarius’ decided that all of us were worth protectin’.”

“I still haven’t figured that out.” Caramel’s gaze floated over to Ionius, who had not spoken a word since leaving his Typhoon. “Seems to me that most of them don’t even want to be here.”

“Ah know what ya mean,” Silverstar replied. “Ah can tell that this one don’t like us much.”

“You’re right. Most of them act like we did something to offend them.” Caramel’s thoughts turned back to events several hours earlier. Specifically, watching Marcellus nearly kill Rainbow Dash. “At least one of them downright hates us.”

“So why do they even bother helpin’ us?” Silverstar asked. “If they have such a problem with us, why don’t they just kill us?”

“Sheriff, I can guarantee you; if the Captain wanted us dead, Ponyville would be a smoking crater right now. So he obviously doesn’t want us dead.”

Silverstar shook his head in confusion. “If he wants us alive, dontcha think that he might need us for somethin’?”

“I have no idea what,” Caramel responded with a shrug. “I mean, what could we offer giant armoured aliens? They certainly don’t need our help fighting.”

Silverstar did not answer, so the pair simply stood in silence for a minute.

Caramel’s mind was working overtime, tossing theories back and forth like baseballs. Contrary to his forgetful nature, he could be quite the thoughtful colt when he wanted to be.

Finally, an idea dawned on him. So blatantly simple, yet just as unlikely as any of his other thoughts. It had been there all along; he had just not been able to believe it.

Silverstar was listening to Strabo try to explain what a “Termagant” was when he heard a soft muttering. “What was that, Caramel?” he inquired.

“Maybe…” the stallion paused, brow furrowed in concentration. “It sounds crazier than Pinkie Pie, but I don’t see what else it could be.”

“Then what is it? Tell me.”

“Maybe… Sicarius just wants to protect us.”

Silence fell between the two stallions. Both watched the ponies in the crowd, who listened to Strabo’s description of Tyranid Gargoyles with mixed expressions of fascination and fright.

“Ah hope fer all our sakes yer right, ‘Mel,” the Sheriff said solemnly.

Braeburn had hung onto Strabo’s each and every word for the past twenty minutes, and he feared for what was happening to Equestria. These Tyranids are serious business, he thought. What in the world could wipe out an entire guard battalion?

He had quickly moved past the disbelieving stage and was stuck worrying himself sick over what could happen next. The armoured giants before him, plus the sticky black blood smeared on their armour and onto Applejack’s coat were more than sufficient proof for him, but that certainly did not go for everypony. Frontiersponies, the Apple family in particular, were known for their legendary stubbornness. Braeburn just hoped that they would believe the newcomers.

Over in the corner, Ionius stood silently while Strabo answered a steady stream of questions. He had no problem with this, preferring to keep the ponies at arm’s length. He was used to being feared by Imperial citizens or Guardsmen, who found Space Marines rather intimidating up close. But these ponies were ridiculous. Every pony that he had even spared a glance at had cowered in abject terror. Being feared in this manner made him feel distinctly uncomfortable. Furthermore he had no idea why it even bothered him, making him feel even more uncomfortable.

“Pardon me, big fella, but do ya mind if ah talk to ya fer a minute?”

Ionius looked downward to see the yellowish-tan pony identified as “Braeburn” looking up at him. Rather perturbing was the fact that he displayed no signs of fear, only a friendly, inquisitive smile. And for some reason that scared him.

“What do you want, pony?”

“Mah name’s Braeburn,” the still-smiling pony said. “Yer Ionius, right?”

“Yes,” the Assault Marine replied brusquely, bracing himself for a barrage of inane questions.

“Ah ju’ wanted ta say ah’m mighty sorry fer shootin’ at ya earlier.” Braeburn removed his expression, and to the shock of several nearby ponies, his grin vanished, replaced by an apologetic expression. “Ah sure hope ah didn’t hurt ya none.”

Well that was unexpected, Ionius thought. “Thank you,” he said hesitantly. “Your aim is impressive for you to have made such a shot.” He turned to display his right shoulder plate, which had lost some paint from the bullet.

“Well, thank you kindly,” Braeburn said, smiling in embarrassment.

Ionius spotted the rifle slung across the pony’s back. “I did not expect to see firearms on this world.” The Royal Guards back in Ponyville had all used crossbows and swords, but as far as he had observed, the level of technology in Equestria was stupefyingly inconsistent.

“We ain’t got many guns in Equestria.” Braeburn unlimbered his rifle and held it lovingly. “Hard ta make, an they tend ta break down. Crossbows are more reliable, so the Royal Guards use ‘em instead.” He eyed the massive holster on Ionius’s hip. “What about you fellas? Those are big guns you guys got.”

Braeburn’s eyes went wide with astonishment as the bolt pistol came out. Its squarish body was matte-black while the rest of it was a polished silvery-grey. Near its muzzle it bore a crux-shaped icon with a single spread wing. It lacked a stock entirely and had an odd, protruding grip that looked better suited for the Ultramarines’ hands than for a pony’s hoof. Jutting from its blocky forestock was a banana-shaped object that Braeburn supposed contained its ammunition.

“This is an Astartes Mark III bolt pistol,” Ionius said, a hint of pride in his voice. “It weighs six kilograms and fires seventy-five calibre high-explosive shells semi-automatically. It has an effective range of fifty metres and has a ten-round magazine. This particular pistol has belonged to me for forty-nine years, and has accounted for at least five hundred foes, from Necron Scarabs to a Tyrannofex. The shots punch through a target’s armour and detonate inside, blowing it apart from within.” He racked the slide and looked at the awestruck stallion. “Any questions?”

Braeburn looked at the gun longingly. “Er, do ya mind if ah…”

Ionius felt a brief rush of anger at Braeburn’s unspoken request. Permitting an alien to touch the sanctified technology of the Omnissiah was almost certainly blasphemous, and his immediate impulse was to demonstrate the bolt pistol’s stopping power by blowing the offending pony in half.

Though half of his mind urged him to rearrange the layout of Braeburn’s face, Ionius kept the weapon lowered. We are not techno-zealots like the Iron Hands, he thought. And it will be that much harder to protect the ponies if they do not trust us.

“Very well.” He switched the safety on and held the gun grip-first to Braeburn.

With an excited light in his eyes, Braeburn reared onto his hind legs, adopting a bipedal stance. Then, showing amazing dexterity for a being without opposable digits, he wrapped one hoof around the grip and supported the rest with his other.

“Whoa, nelly.” His forelegs sagged as he tried to counterbalance the weighty weapon. “This is one heavy gun.”

Ionius allowed himself a slight smile at the pony’s expense. Still, Braeburn managed to balance himself and hold the bolt pistol as if it were a rifle. The tip of his hoof fit squarely in the trigger guard.

“Ya can take a look at mah gun, ya know,” Braeburn said, craning to look down the sight. “Only fair.”

Slightly taken aback, Ionius reached over and delicately picked up the pony firearm. It felt like a twig in his gauntlet. It appeared functionally identical to a human rifle, albeit a rather ancient one modified to be held with hooves. Consequently Ionius could fit his fingers within its oversized trigger guard and lever.

Maxilos would certainly enjoy this, he thought as he ran a practiced eye across the gun. It was a simple lever-action rifle with a tubular magazine containing about fifteen rounds.

“This is a quality weapon,” Ionius said approvingly, returning the gun to its owner.

“Thank you.” Braeburn accepted his rifle and returned the bolt pistol. An inspired look crept across his face and he grinned. “Hey. Ah got an idea.” He leaned in conspiratorially, glancing to his sides. “We’ve got a shootin’ range out by the orchard. Wanna shoot some bottles?”

The suggestion took Ionius slightly by surprise, but he still felt relieved to be able to fire a weapon, even if he was only shooting bottles. Furthermore it was another opportunity to earn the ponies’ trust.

“Not a bad idea.” He holstered his pistol and followed Braeburn, who was once again grinning gleefully. The pair drew a few confused looks, but any potential questions were defused by Braeburn’s cheerful demeanour and Ionius’s menacing size. To the Ultramarine’s relief, Strabo was occupied by a cluster of ponies asking questions ranging from what Hormagaunts were to if they were allergic to lemon juice.

Wooden structures, Ionius thought as Braeburn led him down the main road. Even less protection than the ones in Ponyville. For the ponies’ sake, I hope that the Tyranids never discover this town. That last thought took him aback. Once again, he wondered why he had even volunteered for this mission. At least back in Ponyville he could smite Tyranids and forget about colourful talking horses for a while.

Ionius considered himself a model Ultramarine, hating xenos just as much as his battle-brothers. Suffer not the alien to live. For almost two centuries he had lived by these words, and now, he was suddenly faced with a grey area. Ponies were certainly not human, yet many aspects of their society were so human. The Captain had passed his own judgment, but many of the 2nd Company were undoubtedly questioning his decision.

Disturbingly enough, Ionius found himself agreeing with Sicarius, despite having no clue as to his motivation. The Tyranids were probably the greatest terror that Equestria had ever faced, and no being, human or otherwise, deserved to be Tyranid fodder.

“Well, here we are.” Braeburn’s voice snapped Ionius from his moral ponderings to see a vacant, dirt field enclosed by a fence, the far side of which was lined with glass bottles. “Try yer aim.”

In the blink of an eye, the bolt pistol was out of its holster and three bottles exploded.

Rubbing his eyes, Braeburn looked at the fence where the bottles used to be, then up at Ionius. The Ultramarine held his pistol one-handed, and wisps of smoke still curled from its muzzle.

“That’s jus’ showin’ off!” Braeburn flicked his safety off and took aim, setting his sights on a sarsaparilla bottle. Holding his breath, he squeezed the trigger and smiled in satisfaction as his target shattered. Not one to be shown up, he cocked his rifle and fired twice more, blowing two more bottles apart.

“Impressive.” Ionius leaned down and picked up another bottle from a crate. “What about a moving target?” He flung the bottle airborne, allowed it to fly for a few seconds, and blew it out of the sky.

His smile disappeared as Braeburn bucked a crate into the air, sending bottles flying. As the stallion spun to shoot the falling targets, he shot Ionius a challenging look.

His initial reaction was to balk at the pony’s audacity, but that was quickly overshadowed by a competitive thrill. Beneath his helmet, Ionius matched Braeburn’s expression and kicked another crate upwards. Without taking his eyes off the targets, he spoke to his opponent.

“It…is…on.”

Braeburn laughed and cocked his rifle. “Go!” he shouted and began firing.

The sounds of a frontierspony’s rifle, a Space Marine’s bolt pistol, and the near-constant cacophony of shattering glass could be heard all across Appleloosa.

M41.996 16:35 (Equestria time) Ponyville, Equestria

War was not a clean affair. Tyranids, whether dead or alive, seemed obsessed with making it as messy as possible. Their corpses formed a bloody carpet that concealed the ground, as well as several Tyranids who lacked the good manners to stay dead. A supposedly dead Warrior had torn a pair of Cloudsdale Guards and a few inquisitive civilians to shreds before Ultracius had smashed it repeatedly into the ground.

Twilight walked numbly down the Ultramarines’ defence line, trying not to look at the carnage laid out before her. Tyranid corpses, or what was left of them, littered the fields between Ponyville and the Everfree Forest. Everywhere she looked, an alien lay dead in a more gruesome fashion than the one that she had seen moments ago.

“Ohhhh.” Rarity clasped a hoof to her mouth as her face turned green. Her legs wobbled, prompting Spike to rush to her side to steady her, his expression full of legitimate worry. “Thank you, Spike,” she said hoarsely after a few seconds of retching.

Fluttershy simply stared with dead eyes, her wings drooping at her sides.

“Fluttershy? Are you okay?” Pinkie nudged the pegasus, her usual carefree manner forgotten.

Oblivious to the pink pony, Fluttershy simply stared onward.

“It’s… just horrible,” Pinkie said.

Spike, still giving Rarity a supporting arm, nodded. “I thought that the Ultramarines were really cool, but…” He paused, looking at a nearby Warrior cadaver that seemed to have been half melted into a puddle. “I knew it would be like this, but I didn’t expect it to be like… this.”

“Look.” Twilight’s voice drew the eyes of the group forward to a group of Ultramarines. About two dozen others were kneeling while Captain Sicarius and Apothecary Venatio stood, looking down on something.

“Can you see what they’re doing?” Spike whispered.

Pinkie craned her neck, stretching it upward in a manner that did not seem physically possible. “Nope,” she said. “I can’t see anything.”

“Oh my.” Everypony turned to Rarity, who pointed a hoof. “Those are dead Ultramarines.”

Following the white unicorn’s hoof, Twilight spotted three massive forms lying on the cobblestone ground. Each wore blue armour.

“Oh, my…” she whispered. The three fallen Ultramarines were laid flat on the ground, arms folded across their chestplates in a peaceful manner. As the ponies watched, Venatio leaned downward to one of the bodies.

“I think he’s saying something.” The ponies crept forward, just in time to hear the white-armoured Space Marine speak.

“Pain and death are illusions of the weak mind,” he said, placing a palm on the helmet of one of the dead. “While his gene-seed returns to the Chapter, a Marine cannot die. Without death, pain loses its relevance.”

A sniffle from Fluttershy caught the attention of her friends, who turned to see her eyes brimming with tears.

“He that may fight, heal him,” Venatio continued.  ”He that may fight no more, give him peace.” The apparatus on the back of his arm whirred and a small drill-like tool extended outward.  ”He that is dead, take from him the Chapter's due.”

Prayer complete, he drove the drill downward, where it bit through the chestplate and into the flesh. A sharp cracking sound signaled that the drill had struck bone. Twilight started at this disturbing act, but continued to watch in morbid fascination. A few seconds later, Venatio withdrew the device, slick with blood.

“Just when we thought they couldn’t get any weirder.” Everypony spun to see Rainbow Dash hovering near them, one of her hind legs wrapped in bandages.

“Rainbow Dash, shame on you!” Rarity hissed. “Can’t you see that they’re mourning? Show some respect!”

Rainbow snorted and landed. “I don’t see them crying over any ponies. Fifty Royal Guards died, and they don’t even care!”

Though she was loath to admit it, Rarity had to concede that Rainbow Dash had a point. The Ultramarines were happy to have a ceremony for a mere three of their fallen brethren, but they did not even spare a thought for the dozens of guardsponies who had died in a matter of hours.

Venatio methodically performed his macabre procedure on the remaining bodies. With the ground-shaking thud of many armoured boots striking them ground, all the Ultramarines stood, abruptly ending the brewing argument among the Element Bearers.

“Return to your posts,” Sicarius ordered. “Make sure the ponies stay within our perimeter.” These final words he spoke with unexpected venom, followed by a threatening glare towards the five mares and dragon.

Oh, no, Rarity thought as the Ultramarine Captain strode towards them, one hand on his sword hilt. “Er, is there a problem, Captain?” she inquired, trying to keep her voice from wavering.

Sicarius’s blood-red helmet lenses bored into Rarity. “Only if you create one.” His glare shifted to Rainbow Dash. “Did you think I could not hear you?”

Oh, horseapples. “Uh, hear what?” she stammered.

“Don’t play a fool, pony,” Sicarius snapped. “If you ever disrespect the Ultramarines again, I shall kill you myself. Consider this your first and only warning.”

Rarity was taken aback at this threatening statement. The calm, polite Ultramarine that she had made friendly small talk with only a few hours ago was revealing his true colours.

“Furthermore,” he continued. “If you want to survive you will follow my commands without question. I will not tolerate you getting in my way during battle.”

“Who put you in charge?” Rainbow Dash zipped forward and floated at the Captain’s eye level. “And whatever happened to ‘protecting Equestria’? Did you just say that so you could take over?”

Sicarius leaned forward, almost knocking heads with Rainbow. “Curb your insolence, pony. My business here is with the Tyranids. Their destruction is our priority, not saving every one of you.”

“Then why are you even helping us?” Rainbow challenged. “Why not just leave us to die?”

“I…” Sicarius paused, searching for an explanation. He had promised to protect Equestria, but why? What had made him decide to spare the ponies from the horror of the Tyranids?

Miraculously, his train of thought, which was already stricken with mechanical failures, was interrupted by a massive belch from Spike. Even more surprising than his volume was the vivid green gout of flame that blasted from his throat. He snatched it out of the air and unfolded it, his eyes going wide as he read.

“The Tyranids are attacking Canterlot!” he cried, wisps of smoke curling from his mouth.

“What?” Everypony yelped simultaneously.

No, this wasn’t supposed to happen, Twilight thought in a panic. My parents, Shining Armour, Cadance, Celestia…

Ignoring the shocked ponies, Sicarius snapped to action. “Aegeus, prepare the Gladius for immediate departure. Lions, assemble at the landing zone.” He strode off towards the town square, the ponies galloping in his wake.

With a flutter of wings, Princess Luna landed and galloped alongside Twilight. “Twilight Sparkle! What hath happened? Why is the Captain in such a hurry?”

“Letter from Princess Celestia!” Spike responded for his sister. “Tyranids are attacking Canterlot!”

“THIS IS A CRISIS! SPEED YOUR HOOVES, MY LITTLE PONIES!”

Wincing at Luna’s professional wrestling announcer-worthy volume, everypony shot toward the town square. The sight of the airborne Princess, four galloping Element Bearers and one bouncing Element Bearer, and one young dragon clinging to Twilight’s back for dear life would have normally caught dozens of confused stares, but given the events of the past five hours, nopony paid them excessive attention.

In a matter of seconds, the herd of ponies arrived at the town square, which the Ultramarines had converted into a staging ground. A single hulking Thunderhawk Gunship sat among stacks of crates like a blue mountain.

“What the hay is going on?” Captain Stormcaller asked, having just arrived with his pegasus and earth pony counterparts.

“CAPTAIN!” Luna shouted, screeching to a halt before Sicarius. “WE HATH LEARNED OF THE TYRANID ATTACK! THOU MUST HURRY!”

Luna suddenly found herself facing down the barrel of multiple bolters before Sicarius waved his squad down.

“Oh,” Sidewinder said.

“Calm yourself, Princess,” Sicarius said. “I have no intention of leaving the city to be devoured.”

Sergeant Marcellus approached Sicarius. “Captain, if the Tyranids have dispatched forces to the capital, then the bio-ship in the forest is vulnerable. We may not have another chance to destroy it!”

“You would abandon innocents to the Tyranids?” boomed Maccabeus, shaking the ground with each footfall.

“Nobody is innocent; there are merely varying degrees of guilt,” Marcellus quoted defiantly. “They are xenos, and the galaxy would be better for their deaths.”

Fluttershy felt her eyelid twitch at the Terminator’s blind intolerance. He’d leave us all to die, just because we’re not humans?

“I simply cannot believe this!” Marcellus’s attention was drawn to Rarity, who threw him a disgusted look. “You are supposed to be mighty heroes, but you refuse to save helpless ponies? Shame on you!”

Taking a deep breath, Marcellus managed to keep his temper from boiling over. Losing control of his anger again, this time in the presence of Sicarius, Argus, and Maccabeus would not end well.

His eyes turned to Sicarius, daring him to act. “Well, Captain? What is our course of action?”

The Captain met Marcellus’s gaze unwaveringly. “Sergeant, you may not be one of the 2nd, but I expect you to follow my judgment nevertheless.”

The two Ultramarines stood face-to-face, locked in wordless, unmoving combat. Everyone present remained utterly silent, waiting for one of the two titans to back down.

Judgment? Marcellus thought. His “judgment” led over a hundred Ultramarines through the warp! We all seek vengeance for Macragge, but this is madness!

I cannot let this happen, Sicarius thought desperately. This damned zealot keeps forcing confrontation. It is only a matter of time before I cannot dodge the question any longer.

Nobody spoke. Nobody moved, though Pinkie was sweating profusely at having to remain still for so long.

Finally, shattering the silence like a stained-glass tennis racket, Dannelos cleared his throat and stepped between his brothers. “This is a distraction,” he said, raising his hands as if holding two combatants apart. “While you two argue, the Tyranids are on the move.”

This guy’s got balls, Rainbow thought, staring in amazed admiration.

With an angry growl, Marcellus spun and stormed off, cursing Sicarius. The sight of his back retreating triggered collective sighs of release from everypony, most notably Pinkie, who instantly began spewing a punctuation-free barrage of words.

“Wow I was quiet for a really long time that big guy sure is a big old meany-pants hmm that name actually makes sense now because he actually wears pants kind of and he’ll be back…”

“And everything is back to normal.” Dannelos grinned and glanced at Pinkie. “Relatively speaking.”

“Normal has a different definition here,” Spike said.

“Captain, what is your plan?” Luna asked.

Sicarius slapped a fresh energy cell into is plasma pistol. “The attack on Canterlot is a diversion. I will take two squads to Canterlot to repel the raid.” He turned to Maccabeus. “Ancient, you have command until I return.”

“This town shall not fall as long as I stand, Captain.” The Dreadnought plodded away, picking his path through a throng of crates.

“Lions and Hammer, prepare to depart.” As Daceus and Tirian led their squads onto the Thunderhawk, Sicarius felt a nudge by his knee. He looked down to see Twilight standing there. “What is it?”

“Captain,” she began swallowing in nervousness. “I want to come with you. My family lives in Canterlot, and I’d never forgive myself if they…” she broke off, tears welling in her eyes at the mere thought of what she had been about to say.

“Then I’m coming too.” Spike put a comforting hand on Twilight’s shoulder. “You’re gonna stop by the Canterlot Library, and someone is gonna have to carry all your books.” Twilight smiled in thanks.

Before Sicarius could dismiss the purple unicorn, Rarity trotted up beside her. “If they are going, then I insist that I come as well. I couldn’t possibly let my dearest friends run off into danger!” Spike’s eyes brightened considerably at these words.

“And I’m coming too!” Rainbow floated above the two unicorns and dragon. “These three will need somepony to watch their backs.”

With simultaneous, comical shrugs, Stormcaller and Sidewinder joined the growing group. “I’ll watch your back anytime, Miss Dash,” Sidewinder said with what he thought was a flirtatious grin.

“If he’s gonna be doing that all day long, then I am definitely staying here,” Mason said as he and Nimbus cringed.

Fluttershy bore an adorably apologetic expression. “I’m so sorry, but I… just…”

“Oh that’s all right Fluttershy! We can stay here and help with the animals and make food for the guards and Ultramarines!” With a burst of confetti, Pinkie shot towards Sergeant Vorolanus and stared him dead in the eye. Without blinking, she held her face inches from his helmet. “Do you like waffles?”

Sicarius allowed himself a small smile at the ponies’ antics. “I was about to say something, but I changed my mind. Get on board the Gladius and we shall leave.”

With a yelp of realization, Rarity galloped off. “I just need to pack a few things!”

“I’ll help you!” Spike said hurriedly as he rushed off after her.

“Oh, great.” Rainbow rolled her eyes. “I hope this flying brick can carry the entire Carousel Boutique.”

Dannelos emerged from behind the massive craft. “Captain, the Techmarines have finished their rites. Both our Stormtalon Gunships are armed and operational.”

“Excellent. We will need the air support.”

The Veteran strode off towards a pair of new craft, followed by a curious Rainbow.

“What the hay?” Dannelos turned to see a hilarious expression of stunned disbelief on Rainbow’s face. “Don’t tell me those things fly.”

“Of course they do,” Dannelos replied.

“That doesn’t seem physically possible.” To Rainbow, the “Stormtalons” looked less aerodynamic than a train. Big Macintosh probably had a better chance of flying by flapping his legs. I would pay to see that.

With a chuckle, Dannelos climbed into the squat craft and started the ignition sequence. Maneuvering jets on its underside fired, lifting the ship gently off the pavement.

“Go, on. I believe you were saying something amusing.”

With a roll of her eyes, Rainbow headed back to the Gladius, where Rarity and Spike had just returned, the latter straining under the weight of two overstuffed suitcases.

“Do you really need that much?” Twilight asked, levitating the luggage out of the arms of a grateful, sore dragon.

“Well, I couldn’t possibly go to Canterlot without some formal wear,” Rarity admonished, carrying a set of saddlebags toward the Gladius.

After a brief exchange between the Guard Captains, the Element Bearers, Spike, and the surviving Canterlot Royal Guards trotted up the ramp into the gaping maw of the Thunderhawk.

Twilight gaped at the cavernous expanse before her. Every surface in the troop bay was burnished grey metal, covered with racks of weaponry, glowing screens, and massive benches with crash harnesses. On opposite walls were massive blast doors big enough for four or five ponies to walk in side by side. The ceiling was easily five times her height, and bore dull yellow lighting strips that filled the compartment with a gentle light. Standing in the middle of the huge alien craft made her feel very small indeed.

Noticing the two squads of Ultramarines already strapped in and ready to go, Stormcaller motioned the guardsponies forward, where they awkwardly fastened buckles and hung in odd sitting positions.

“Techmarine, take us up.”

An abrupt rumble shook the Thunderhawk and the growing roar of its powerful engines filled the interior. Rainbow Dash fidgeted uncomfortably in her harness. Rarity withdrew a small paper fan from her saddlebags and fanned herself furiously.

After a few seconds of squeezing his eyes shut, Spike finally looked up. “Did we take off yet?”

“We have been airborne for seventeen point nine-one-six seconds,” the pilot’s voice droned from the cockpit. “ETA to Canterlot: three point four-seven-seven minutes.”

Sicarius turned to Twilight. “Does the message say anything specific?”

Twilight produced the scroll from her saddlebag and scanned it. “Princess Celestia says that Canterlot is under attack by swarms of Tyranid flyers. There’s too many of them for the Royal Guards to handle.”

“Brothers!” Sicarius caught an angry expression from Rainbow. “And ponies. We will be landing in a warzone, possibly under fire. The Gladius will retreat as soon as we have offloaded supplies, and the Stormtalons will provide close air support. Devastators, spread out and find vantage points. Lions, with me. We shall sweep the city clean of these invaders.”

“Hey, what about us?” Rainbow asked irritably. “We’re not useless!”

“Of course you’re not useless,” Sergeant Tirian said smoothly. “You make a very effective diversion.”

“Captain Stormcaller, you and your troops link up with any surviving Canterlot Guards. Find your Princess and protect her.” Sicarius looked at the three mares and dragon. “You four. Stay out of trouble. Any questions?”

Rainbow Dash shifted in her harness. “Yeah. Are we there yet?”

M41.996 17:10 (Equestria time) Canterlot, Equestria

Dozens of disgusting, black-shelled beetles hissed through the air and splattered against General Shining Armour’s kite shield, sending another spike of pain through his foreleg. Behind him, his fellow Canterlot Royal Guards mimicked his stance, forming a metal barrier against the rain of beetles from the Tyranid flock.

Hearing a lull in the foul barrage, Shining barked out an order to the platoon. “Crossbows! Now!” A volley of crossbow bolts hissed forward into the swarm, killing a dozen of the bat-like creatures. “Advance!” Locking their shields forward, the guardsponies walked towards the remaining Tyranids. Outnumbered, the four survivors scuttled along the walls and floors and took flight from one of the Royal Palace’s massive balconies.

“Golden Dawn, take your squad to the southeastern tower. Summer Gale, sweep the northern wing and round up any survivors. Rest of you, follow me.”

The platoon split into three groups and separated. As Shining led his detachment, he heard a slight whimpering noise from behind a splendid red curtain. Raising his sword, he motioned for his troops to cover him and yanked the rich fabric back.

Hiding behind the curtain was Private Windy Fields, cowering behind his hooves. He bore no signs of injury, though his bleached white coat was drenched with copious amounts of blood.

“Windy, are you alright?” Shining asked, his voice gentle and low so not to frighten the earth pony any further.

“No no no no no no…” Windy babbled, shaking uncontrollably. “They’re everywhere! Get them off me!” He lunged forward unexpectedly, springing to his hooves and looking fearfully in all directions.

Shining grasped the young Private around his shoulders and stared into his eyes. “Private, get it together! I’m going to get us all out of this!”

“No no no it’s too late, we’re all gonna die like Strawberry Skies!”

A heavy, cold feeling spawned within Shining’s heart. Corpspony Strawberry Skies had been a medic in Windy’s squad and a very close friend of his. The two had been inseparable, even during battle.

Which made it that much more horrific when Strawberry took a burst of the lethal beetles dead in the breastplate, ripping through the metal and tearing her throat open. The blood caking Windy was not his own.

Oh, dammit. I can’t take this anymore, Shining thought as the icy stiletto of failure slipped into his heart. Losing soldiers, no, ponies, was physically painful to think about. So he tried not to, but seeing Windy shocked and traumatized brought the excruciating pain of failure back.

Pushing the pain aside, he looked into the earth pony’s tear-streaked eyes. “Windy, I know it hurts. Losing so many of you is killing me. But we can’t break down now. I need you, now.”

Windy simply whimpered again and curled into a fetal position. Shining sighed and slung him over his back, where he fell silent.

“We have to get him to the medics.” Slinging his shield up his foreleg, he led his detachment up a gleaming marble staircase. The guardsponies had set up a triage center in the Palace throne room. Ponies in bloodstained uniforms rushed back and forth carrying bags of medical equipment and ponies on stretchers. The medics of Canterlot were some of the best, but casualties were pouring in at a disturbing pace, bearing horrendous injuries.

“We’ll take him from here, General,” a medic said, taking Windy’s limp form.

“Shining!” The guard General turned to see a slender pink alicorn rushing towards him.

“Cadance!” he called and met his wife’s embrace.

“Thank heavens you’re alright!” she said, kissing him lovingly.

Noticing the awkward looks of his troops, Shining decided to ignore them and returned his wife’s kiss. “Guard the entrance,” he ordered them with a laugh.

As Shining broke his embrace, his coat came away sticky with blood. The source of the mess revealed itself as Cadance’s formerly white doctor’s coat.

“It’s not going well,” she said, anticipating his question. “Half the cases are dead before we get to them, and the rest won’t be on their hooves for a long time.”

“This’ll teach those bloody nobles to not believe Princess Celestia,” Shining growled.

“Give them some credit,” Cadance said. “After all, who expected this?” She waved a hoof at the carnage before them. “Alien invasions? I didn’t believe her at first.”

“Princess? Could use a hoof here.”

“Coming!” Cadance turned back to Shining. “I’ve got my work cut out for me.” She leaned in close, barely an inch away from his face. “Stay safe. I don’t want to have to patch you up.”

Shining smiled and gave her a gentle peck on the lips. “You won’t get rid of me that easily.”

With a warm smile of her own, Cadance trotted over to one of the patients. Shining sighed fondly as she left.

“Whoa there loverboy.” He spun to see Lieutenant Summer Gale grinning at him.

“General!” Shining was interrupted from reprimanding Gale by a hurtling pegasus, who barely avoided crashing headlong into him.

“What is it Private?”

The guardspony panted heavily. “Another swarm of ‘em! Pushing hard at the western ramparts!”

Shining shouted for his troops. “Platoon! Western ramparts! Move!” With a clunking of armour, the seventeen ponies bolted into action and charged after their General.

The platoon left the throne room in a blur, galloping through the entrance hall. Startled citizens leapt out of the way left and right. Gale nearly clotheslined a classy-looking unicorn with a top hat and monocle with his wing. The startled noble stumbled backward and tripped, landing squarely in a large fountain.

Shining emerged onto the ramparts just in time to hear a piercing alien shriek. Throwing himself to the side, he evaded the swiping claws of a smaller Tyranid.

“Stand fast, soldiers! Hold the line!” Crossbow bolts shot outward, striking many of the screeching Tyranids and sending them plummeting thousands of feet down the palace walls and down the mountain. But the aliens fought hard. Salvoes of beetles ripped through the guardsponies’ armour with alarming effectiveness. One unicorn was beset by three of the smaller creatures, which lifted him airborne and began tearing him limb from limb.

“General! Thank Celestia!” Sergeant Trail Blazer dashed forward to Shining. “These things are everywhere! And my unicorns are having trouble with their magic.”

“Then it’s my turn,” Shining said, his horn igniting with a purple glow. But almost as soon as it started the magic aura fizzled and faded, a few lonely sparks flying off the end of his horn. Confused, he redoubled his efforts, only for a splitting pain to explode through his skull, driving him to his knees with its abruptness. He had not felt this kind of headache since the Changeling Invasion.

“Incoming! Scatter!”

Grimacing from the pain, Shining looked up in time to see a trio of the medium-sized aliens flying toward him in formation, grubs spewing from the odd conical weapons melded to their limbs. He dropped flat, but seconds too late. The first group of grubs clipped his helmet and detonated in a burst of acid.

His head spinning from the impact, he jumped back to his feet and aimed his crossbow with a forehoof. A single bolt whizzed out and struck his attacker in a hind leg as they veered off.

“Sir!” Trail Blazer yelled. “Lose your helmet!”

Horrified realization struck Shining and he immediately grabbed his helmet. Ignoring the buckles, he simply ripped it off and flung it to the ground. Its formerly regal purple finish was slick with a steaming, greenish fluid that ate though the paint. His forehooves and the skin of his face felt raw and burnt where they had come into contact with the acid.

“They’re coming around for another pass!” a unicorn called out.

“Platoon! Load up!” Shining barked in his best parade ground voice. “Hold fire until my command!”

Guardsponies quickly formed ranks and loaded their crossbows. Off in the distance, the trio of flyers swung around and began another strafing run.

“Hold!” Nervousness rippled through the ranks as ponies remembered the gruesome deaths of their comrades.

“HOLD!” Sweat dripped down a dozen brows. The Tyranids closed in.

“Sir?” a guardspony shouted. The aliens were almost in range.

“FIRE!” Shining roared, pulling the trigger of his crossbow. A flurry of bolts erupted outward.

With a roar and a thunderous bang, one of the three flyers exploded. Its torso simply blew apart; limbs spiraling off in random directions.

“What?” Both the guardsponies and the Tyranids seemed equally surprised by the sudden, explosive kill. Seconds later, a teeth-rattling chugging sound filled the air, along with blazing yellow streaks of flame that ripped into the remaining aliens and tore them apart.

Following the bright streaks burned into his retinas, Shining turned to see something he did not expect.

Ten new aliens stood arrayed behind his platoon, each wearing huge blue and gold armour and bearing weapons larger than a pony. They were bipedal, each standing about three times as tall as Shining. Not an inch of fur or skin could be seen, making them seem like huge statues. Two of their giant weapons spewed a constant stream of yellow flame, while another pair of tube-shaped devices expelled plumes of smoke and fire. Within seconds, their sheer volume of fire had broken the back of the Tyranid assault and the surviving aliens broke off.

“Holy manure!” A lone crossbow twanged and a bolt shot out towards the newcomers. It struck the lead titan in the knee and glanced off harmlessly.

“Was that supposed to hurt?” It took the guardsponies a moment to realize that the deep, mechanical voice had come from the alien. Panic rose among the ranks. Several ponies hesitantly aimed their crossbows.

“Who is in charge here?” another alien asked.

Dread flowing through him like freezing flame, Shining stepped forward. “I am. General Shining Armour, Commander of the Equestrian Royal Guard.”

“I am Sergeant Tirian of the Ultramarines 2nd Company. Captain Sicarius requires your presence at the southern garden.” The Sergeant waved several of his squadmates forward to take positions along the ramparts.

“Wait,” Shining said, approaching the alien. “What is going on? Who are you and what are you doing here?”

“My squad will hold this sector. You must go, now.”

Whoever this “Captain Sicarius” is, he’s got a lot of questions to answer. “Right,” Shining said grimly. “Trail Blazer. Hold your position, and stay out of their way.”

“Sir, are you insane?” The earth pony looked up nervously at the huge armoured figure standing beside him. Ignoring Trail Blazer, the alien hefted his huge weapon and sprayed rippling suppressive fire into the regrouping Tyranids. “Who the hay are these guys? And why should we trust them?”

“For a start, they’re not shooting at us.” Shining glanced around at the newly formed defensive line. “Look, I have no idea what’s going on, but whoever they are, they put up a damn good fight. I’ll figure out what’s going on. You don’t need to trust them. Trust me.”

Confidence thus gained, Trail Blazer nodded. “I…understand.”

Nodding in reply, Shining cantered back into the palace, heading towards the gardens.

Well this is just great. Finally get out of that stupid flying thing, and I still can’t fly. Rainbow Dash shot an angry glare at the Thunderhawk, which occupied over half the huge garden. Fluttershy would probably be freaking out right about now, she thought, noticing the craft’s massive landing gear that had probably displaced who knew how many small, adorable animals.

As soon as the gunship had landed, the Lions of Macragge, Guilliman’s Hammer, and Stormcaller’s guardsponies split up, the command squad and ponies clearing the gardens and the Devastators rushing to the palace walls. Several Ultramarines remained, offloading crates of weaponry.

Rarity was having difficulty just getting out of the troop bay. The Gladius’s ramp had opened so that anybody getting out would have to walk straight through a large duck pond. Simple enough, but where Rarity was concerned, a red carpet should have been in order.

“Come on Rarity!” Twilight called. “It’s just a little water!”

“Have you any idea what ‘just a little water’ would do to my complexion? Besides, there were ducks in there!”

“There’s no ducks here!”

“Then why is it called a duck pond?”

Resolution came in the form of Apothecary Venatio, who simply lifted Rarity off her hooves and carried her, squirming all the way, down the ramp and onto dry grass. Her filled-to-bursting suitcases flew out after her shortly thereafter, one landing on Spike.

Captain Sicarius and Company Champion Prabian stood at a quickly established command post with Princess Celestia. Captains Stormcaller and Sidewinder joined the group, waiting for the arrival of General Shining Armour.

“And the nobles did not believe you?” Sicarius was asking Celestia.

“Sadly, no.” The white alicorn shook her head. “Though I suppose they can hardly be blamed. Nopony wants to believe that their world is ending.”

“To question is to doubt,” Prabian quoted. “And doubts rule the minds of the weak.”

“Whatever opinions you have formed about them, I believe we will have the support of the nobles in the aftermath of this.”

Around the corner came Private Tulip, accompanied by a helmetless unicorn wearing brilliant purple armour with a gold trim. His snowy white coat was marred by several bloodstains and acid-singed patches.

“Princess?” he asked, throwing a worried look in the Ultramarines’ direction. “Captains? I… what in Tartarus is going on?”

“General, there is no time for pleasantries,” Sicarius said. “One breach in your defences and the city will fall.”

Shining stared at the Captain, still confused. “Whoever you are, I assume you have a plan?”

“Yes.” Sicarius tapped some keys on the hololith, projecting an image of Canterlot. “Canterlot,” he said plainly.

“Canterlot?” Shining asked incredulously.

“Canterlot,” Stormcaller said.

“It’s only a model.” Sicarius pressed another key and the image zoomed in to the city’s western edge. “The western side of the city is being overrun. Tirian’s Devastators can hold the walls, but we must be prepared to counter flanking attacks.”

Shining scanned the projection. “There are literally hundreds of possible entrances for flyers. Many of these ‘Tyranids’ have already slipped through our defences using windows and balconies and such. How can you hold a city with only eight soldiers?”

“General, you obviously need to see these guys in action,” Sidewinder chuckled.

Sicarius cleared his throat. “My squad will sweep the city of intruders. Our Stormtalons will patrol the skies and intercept flanking attacks.”

Shining was about to ask what Stormtalons were when a whooshing roar filled the gardens. A pair of small, brilliant blue craft swept overhead and came to a hover several dozen feet above.

“Captain, we’ve spotted multiple Shrikes approaching from the south,” Dannelos’s voice buzzed over the vox-station. “Permission to intercept?”

“Granted. Shatter their sky, brother.” Angling their jets, the bulky gunships shot away.

“Stormcaller and Sidewinder.” The two captains perked up. “Take your squad and sweep the palace. Get any civilians to safety.” With quick nods the two officers galloped off with their troops. Sicarius turned to Shining. “General. What is the quickest way to the city from here?”

“Follow the staircases down to the entrance hall,” Shining said, tracing a path on the hologram. “The palace exit leads to the Upper District.”

“Good. Link up with your troops and join us as soon as possible.” Sicarius unsheathed his sword and strode off, his squad following in his wake.

Shining’s jaw hung slack as the blue aliens disappeared into the palace. “What just happened?”

“Don’t worry. It was the same for us.”

“Twiley!” Shining spun to see his little sister and Spike standing behind him. Rushing forward, he crushed her smaller frame in a hug. “You’re alright! I couldn’t stop worrying!”

“Shiny, please.” Twilight croaked. “Not when you’re in your armour.”

He hastily released her, smiling in awkward apology. “Sorry about that.” Finally noticing Rainbow Dash, Rarity, and Spike, he extended a hoof in greeting. “Hey girls. And guy.”

“Pleasure to see you again, General,” Rarity said. Rainbow grinned. Spike grunted out something just before his knees buckled under the weight of Rarity’s luggage.

Shining’s expression switched from friendly to serious mode. “All four of you, go to the throne room. Cadance is there, and it’s probably the safest place in the palace right now. I want you to stay there until this is over.”

Rainbow cocked an eyebrow. “Let me get this straight. I was just stuck in a flying tin can for hours, and now you’re telling me I still can’t fly?”

Spike emerged from a pile of bathrobes. “Rainbow, we were only in the gunship for five minutes.”

“Well it felt like hours!”

Twilight looked her brother straight in the eye. “Shiny, we came here because we want to help! I was just as worried about you as you were for me!”

“Twilight, I’m not arguing about this!” Shining’s voice rose sternly. “This is life or death. I’ve already lost too many friends. Don’t make me add my only sister to the list!” His voice broke and gradually became slightly hysterical.

“General.” Celestia’s soothing voice flowed through the air. “If anypony can take care of herself here, it’s your sister. She fought these monsters in Ponyville. I have full confidence in her abilities.”

Rarity nodded supportively. “When we had to save ponies in the library, your sister fought back dozens of the horrid things! We all did!”

“Yeah! And I bucked one right in the face!” Rainbow landed on her hind legs and showed off some karate skills.

“Shiny, I want to help,” Twilight pleaded. “It’s dangerous here, but I know that! That’s why I’m here!”

In the face of his sister’s eagerness and courage, Shining’s protectiveness faltered. “I… Twiley,” he stammered, before wrapping her in another crushing hug. “Please. Just stay safe.” Finally letting her go, he adjusted his shield. “Let’s go. We’ve got ponies to save.”

“And aliens to buck upside the head!”

The four ponies galloped off, leaving Spike in the dust with Rarity’s suitcases. “Uh, guys? Rarity? What do I do with your bags? Where are you going?” He groaned in resignation. “Why do they always do that?”

M41.996 17:18 (Equestria time) Ponyville, Equestria

Big Macintosh grunted as he hauled a cart full of apples, farming tools, and wood down the road from Sweet Apple Acres. Occasional dead Tyranids lay sprawled across the ground in various gruesome conditions. One corpse was split open like a watermelon.

He reached out and pulled the Cutie Mark Crusaders to his other side. “Ya don’t need ta see that,” he said, his voice gentle but firm.

“Ewww.” Apple Bloom wrinkled her nose. “They sure do smell somethin’ lousy.”

Sweetie Belle could not answer, as she was holding a hoof to her mouth, trying not to vomit.

Remind me why ah let them come with, Big Mac thought.

Because you wanted to keep a close eye on Apple Bloom, a voice in his head said. Not your fault her little friends came with. Now you’ve got three curious fillies to protect from the Tyranids.

The Tyranids aren’t what ah’m worried ‘bout.

Saviours though they were, Big Mac still did not trust the Ultramarines any further than he could throw them. War was not foreign to ponies, but the sheer scale of the destruction wrought by the Ultramarines and Tyranids was staggering. Equestria was caught in events greater than anypony could comprehend.

They’ll burn all ‘o Equestria ta the ground havin’ their war. Ah’m keeping mah family as far away from them as possible.

After a few minutes, Big Mac reached the Ponyville schoolhouse. The red, wooden structure sat on top of a small grassy knoll surrounded by a fence. All around it, the fillies and colts of Ponyville Elementary galloped around the playground, giggling excitedly. With eager squeals, the Cutie Mark Crusaders hopped off of his cart and back to join their classmates. Big Mac smiled warmly at the sight.

That smiled died an abrupt death as his eyes moved to the ten Terminators standing guard nearby. As he passed by, two sets of massive, claw-like blades sprang out of the gauntlets of one Terminator. He winced as he involuntarily imagined those blades slicing through flesh.

“Greetings, Big Macintosh.” For the third time, he winced at Maxilos’s grating voice. “Observation: you have acquired the necessary supplies.”

“Eeyup,” Big Mac said, dumping off a load of wooden planks. In a blur, Maxilos’s many arms shot out and seized several boards.

“Fibrous plant matter. Minimal use as armour,” he droned, placing one of the boards on the fence and fixing it in place with a massive rivet gun. Big Mac huffed in irritation.

His irritation disappeared as Fluttershy came around the corner, the setting sun framing her slender form. A smile crept onto his face as she trotted towards him.

Her mouth opened, and the sweetest, most gentle voice he had ever heard emerged. “Hello Big Macintosh.”

Blushing invisibly under his red coat, Big Mac cleared his throat. “Good afternoon, Miss-”

“Alert: I have detected a rise in your body temperature, accompanied by increased heart and respiratory rates. Query: is something wrong?”

Both ponies jumped at Maxilos’s sudden arrival. The Techmarine stood just behind the red stallion, a large blue crate sitting beside him.

Darn it. “Nnnope.” Perfect timin’, big guy.

“Recommendation: all ponies should relocate to somewhere closer to the town center. The town perimeter will be hazardous.” Maxilos tapped some controls on the crate, which whirred and sprang open. Within was an oddly-shaped contraption with several antennas protruding from the top. Big Mac gulped as he spied two wide barrels poking out of the armoured blue casing.

“Yer bringin’ more ‘o those guns here?” he asked.

“Affirmative. Though the majority of the 2nd Company’s armoury has not yet been delivered. Current inventory consists of twenty-five Tarantula-pattern sentry guns, three Thunderfire Cannons-”

“Ya know,” Big Mac interrupted. “Ya might save Equestria, but yer gonna blow it up in the process.”

Blissfully unaware of the destruction that the Ultramarines could unleash upon Equestria, Apple Bloom, Sweetie Belle, and Scootaloo were happily tossing tennis balls back and forth. Scootaloo in particular was having fun juggling three balls with her wings.

“Neat trick, Scootaloo!” Sweetie Belle said approvingly.

“Thanks,” the orange pegasus replied somewhat glumly. “It stinks that I can do awesome stuff like that, but I still can’t fly.”

“Ah, don’t feel bad Scootaloo.” Apple Bloom put a hoof on her friend’s shoulder. “Yer gonna figure it out someday.”

“Thanks…whoops!” While in the process of hugging Apple Bloom, Scootaloo dropped one of the tennis balls, which rolled down the hill and out the gate. The three fillies looked at each other for a second, then shot off in pursuit.

“Wait!” Cheerilee called as the fillies galloped through the gate. “Girls, stop!”

“Don’t worry, Cheerilee.” Fluttershy trotted up alongside the magenta pony. “I know how to deal with them.”

“How can a ball be this fast?”

“It’s rollin’ left!”

With a muffled pop, a huge armoured foot came down on the ball. The Cutie Mark Crusaders hit the brakes. Meaning they smacked headlong into the owner of the foot.

“Ow! Scootaloo! Why didn’t ya stop?”

“I couldn’t! We had too much uh… inner-shuh? Is that what it’s called?”

“Inertia is a property of matter.”

“What are you, a dictionary?”

The brewing argument was ended by a deep growl from Sergeant Marcellus, who did not take kindly to the three fillies sitting against his boot.

“What are you doing?” he barked. “Answer me!”

“We…we were jus’ gettin’ our ball…”

“No,” Marcellus snapped. “None of you are permitted outside our perimeter.”

“Why not?” Scootaloo looked up in defiance. “There’s no bug-aliens here! We go on this road all the time! What’s the big deal?”

“Silence!” The trio cowered in fear. “You will not defy me. Get back where you belong.”

“Oh, uh, um… Mister Marcellus?” The Sergeant spun to see Fluttershy hovering close by. “I’m so sorry to bother you, but these three are very sorry for breaking the rules. They didn’t even know! So, um… could you please, just let them leave?”

He was about to respond when he felt something beneath his boot. Lifting his foot up, he saw the flattened shape of the tennis ball wobbled slightly, then disappear into the shaking dirt.

“Brothers! To arms!”

As the words left his mouth, the dirt road beneath his feet split open, sending a fountain of mud into the air. Squeals of fear and surprise from the Cutie Mark Crusaders and Fluttershy were drowned out by an inhuman, hair-rising hiss.

Emerging from the depths of the earth was a Tyranid Ravener, its thick, sinuous coils whipping into motion as it shot forward, razor blades outstretched.

Finally, something to kill! Igniting his powerfist, Marcellus smashed its thorax in a head-on charge.

All around him, plumes of earth blasted into the air as more Raveners burst forth. The Terminators responded quickly, bringing bolter and hammer to the invaders. Tychus leapt upward and brought his hammer down in a two-handed smash upon a Ravener, driving it straight back down into its pit.

“Everypony, get inside the schoolhouse!” Cheerilee yelled, herding the children back indoors. “Apple Bloom! Sweetie Belle! Scootaloo! Where are you?”

The three fillies in question scattered across the road, screaming all the while, as Fluttershy shot by overhead, trying to locate them.

“Girls!” she called. “Where are you?” Her voice was lost among the staccato rattling of the Terminators’ bolters and the howls of the Tyranids. Abruptly she caught a glimpse of lilac hair zipping around, trying to avoid the tunneling horrors.

Sweetie Belle shot towards the school gates, barely dodging Lucius’s boot. A spontaneous explosion of dirt blew her onto her back, giving her a dazzling view of the sky. It was very pretty, until a volley of deathspitter grubs whizzed through the picture and a Terminator stomped by on the left.

She clambered to her hooves, only to be faced by a small Tyranid that had emerged from the tunnel created by its larger comrade. Her eyes went wide as it pounced, almost like Opalescence attacking a defenseless mouse. Scrambling backward, her rear hooves struck something and she tipped backward, falling into a small pit. The Tyranid flashed by overhead.

“Phew,” she managed. “Lucky this pit was here. I wonder where it came…from.” She looked down into the depths of the all-too-convenient pit, where dozens of beady, soulless eyes glinted in the darkness. “HELP!”

In a pink and yellow flash, Fluttershy shot down into the pit, scooped up Sweetie Belle, and flew out, leaping Hormagaunts slashing at her tail.

Behind Alcaeus’s armoured legs, Apple Bloom and Scootaloo watched the battle raging. The Terminator’s huge claws ripped through a pair of scything Hormagaunts while his foot punted one several dozen metres into the air.

“Get ‘im!”

“Left! No, right!”

“Duck!”

Stop trying to help me! Alcaeus thought furiously, severing the spine of a Ravener.

Big Macintosh galloped through the gates and straight into the melee. Time ta show these aliens how we do it on the farm! Spinning around with surprising agility, he launched his rear hooves out in a tree-splitting buck. The Tyranid made a satisfying crunch as his hooves crunched its exoskeleton.

A series of badly timed combat tips drew his attention to Apple Bloom and Scootaloo, who stood behind one of the Terminators, shouting words of encouragement

“Big ‘un on the left!”

“Watch out for the little guys!”

“Stop helping me!” Alcaeus yelled in exasperation, parrying a bonesword with his left claw and severing the arm with his right. A Hormagaunt landed upon his chestplate and scrabbled at his helmet, but he seized it by the tail and swung it around before smacking the crippled Ravener across the face with it. Spinning left, he was bemused to see several more gaunts lying dead on the ground.

“Look out!” a deeper, baritone voice called. Spinning back, he backhanded another Hormagaunt across the head.

Standing at his side in an aggressive, powerful stance was a large red stallion, who, to Alcaeus’s relief, looked utterly unafraid of him.

Brief eye contact passed between the two, and both felt a moment of understanding.

“Think you can keep up?” the Terminator smirked.

Big Mac snorted and pawed at the ground. “Eeyup.”

“Oh…my…gosh. This is gonna be awesome.” Scootaloo grinned and steeled herself for an epic battle.

Alcaeus retracted his lightning claws and extended them with a metallic sliding sound. Big Mac cracked his neck and legs.

A pack of Hormagaunts surrounded them, eyes shining with hunger. With a chorus of screeching, the net closed.

The Terminator and workhorse sprang into action simultaneously. Alcaeus delivered thunderous punches to the first two Tyranids, impaling them upon his claws. Shaking the corpses off, he slashed another into ribbons with a sideways swipe. Big Mac put his legs to work sending another pair flying before sidestepping a third. Grabbing its tail in his mouth, he whirled it around and flung it away.

“Feel the blade of retribution!” Alcaeus roared, pulping an opponent under his boot. “For Macragge! For glory! For the Emperor!”

Please shut up, Big Mac thought with a roll of his eyes. He backpedalled, allowing a gaunt to land right were he had been. With an angry whinny, he brought both forehooves down on its head.

“Aw, horseapples,” he muttered as the sticky black Tyranid blood splattered on his red coat. Shaking the gore off his hooves, he spotted a blur of yellow zip by. Fluttershy landed behind Alcaeus, depositing a terrified-looking Sweetie Belle next to her friends.

“Sweetie Belle, stay here!” she urged.

“Fluttershy,” the pale grey filly whimpered. “I’m scared.”

“Shhhhh,” Fluttershy cooed, cuddling Sweetie Belle to her chest. “It’s going to be alright.”

Big Mac felt his heart twinge at the adorably sweet scene. For a moment, all he could see was Fluttershy, a sweet, comforting smile on her face.

“DIE SCUM!” Alcaeus roared as he tore a Ravener in half, shattering the mood beautifully.

Annoyed, Big Mac bucked another Hormagaunt into the air. As he spun, he let his eyes linger on Fluttershy for a moment. To his horror, another Ravener had managed to flank the group and was approaching the pegasus, claws outstretched.

Cold, icy fear trickled down his spine, but a burning upwelling of anger replaced it. With a furious whinny, he charged at the serpentine alien.

“FLUTTERSHY LOOK OUT!”

Hearing Big Mac’s yell, Fluttershy whirled around to see the Ravener strike like a massive cobra. She flapped her wings madly, but she knew it was in vain.

Big Mac landed between the two and bucked harder than he had ever bucked before. His hooves, which would have split a tree trunk in two and caused all other trees within a mile to crack in half out of sympathy, impacted it squarely in the centre of its chest.

Panting heavily, Big Mac set his hooves back down and turned to see empty space where the Ravener had stood moments ago.

“Impressive,” Alcaeus complimented, crushing the last remaining gaunt underfoot before stomping off to join his squad. Big Mac watched the Terminator's retreating form for a moment before a nudge from his sister drew his gaze downward.

“Um, Big Macintosh?” Apple Bloom asked. “Ah think Fluttershy stopped breathin’.”

True enough, the yellow pegasus stood stock-still, pupils the size of pinheads. She remained utterly motionless, even when Scootaloo nudged her leg.

Big Mac looked her up and down. Apart from some dirt, a disheveled mane, and droplets of Tyranid blood, she looked perfectly unharmed. “She’ll be fine. Ah’ll carry her back ta-”

“Alert.” Maxilos’s voice rang out over the battlefield, amplified over the chaos. “Tarantula Sentry Guns are online. Commencing containment protocol in fifteen seconds.”

“Contain-mint photo-hall?” Apple Bloom scratched her head. “What the hay does that mean?”

“Containment means keeping something within a limit,” Sweetie Belle said proudly. “And protocol is the plan for something.”

“So… a plan for keeping something inside something?”

“Recommendation: vacate the target zone immediately.”

“Oh, manure!” The three fillies jumped a Big Mac’s sudden outburst. He heaved Fluttershy onto his back. “RUN!”

The three fillies looked at each other confusedly.

“NOW!”

Big Macintosh never yelled, so when he did, it was a very good idea to pay attention. Galvanized into action, the Crusaders shot off behind him.

Twenty metres of ground separated the five ponies from the row of turrets. Unless all five of them decided to spontaneously become pegasi, there was no hope of reaching the safety of the schoolyard.

Gotta be a way out! Big Mac's eyes shot back and forth, searching for something, anything, to shield them. With a burst of adrenaline, he spotted a shallow, muddy ditch to the side of the road. “Run fer the ditch!” he yelled and dove for the side of the road, the Crusaders following suit.

“Opening fire.”

With a thunder like Ditzy Doo bouncing on the world’s largest cloud, the four Tarantula heavy bolter turrets fired eight near-constant streams of explosive shells into the oncoming Tyranid swarm.

“Why are they shooting at us?” Sweetie Belle wailed over the roaring explosions.

“Jus’ stay down!” Big Mac rolled Fluttershy off his back and placed himself over her and the Crusaders to protect them from stray shots. “Don’t move!”

Cheerilee stood at the Ultramarine gunline, staring at the carnage that the sentry guns unleashed. “What are you doing?” she screamed at Maxilos. “You’re going to kill them!”

“And?” Marcellus remarked wryly.

“Probability off death is lower than thirteen percent,” Maxilos droned. “Well within acceptable safety parameters.”

“No! It is NOT acceptable! It’s never acceptable!”

“When fighting Tyranids, one must be prepared to accept losses that would otherwise be considered untenable. They will not hesitate, and neither should you.”

Losses. Not ponies. Just losses. An empty statistic, like the innumerable ones that Cheerilee read in textbooks. How simple death seemed when it was merely a number.

We’re just numbers to them, she thought. Extra credit. Any of us surviving is just a bonus.

Carnage reigned across the dusty road. Caught out in the open, dozens of Raveners and gaunts became a gory mist as crisscrossing streams of glowing bolter shells tore them apart.

After what seemed like an eternity of deafening thunder, the sentry guns finally fell silent, wisps of smoke curling from their muzzles.

“Auspex shows no further subterranean activity in this vicinity. Conjecture: Tyranids will attempt to assault the town via alternate paths. Recommend mobilising Terminators to the town center.” The Reavers turned and jogged off without a word.

“Big Macintosh!” Cheerilee called, searching among the layer of dead Tyranids. “Where are you? Are you alright?”

“Ah’ll be fine.” Cheerilee spun to see Big Mac climbing out of a ditch by the road, accompanied by the shaken Cutie Mark Crusaders. He indicated the unconscious form of Fluttershy draped across his back. “She jus’ fainted.” His eyes narrowed into a glare that would have killed Maxilos outright if looks could kill. “Ah should give that guy a piece o’ mah mind!”

“Macintosh, please relax,” Cheerilee pleaded. “You’re all alive, and that’s what matters right now.”

“What also matters is that ah let that lousy, backstabbin’ robot know who he’s dealin’ with!” He stormed past her, Maxilos firmly in his sights. “What in Tartarus were ya thinkin’?” he roared.

“I am in the middle of some calibrations,” the Techmarine responded, hunched over a sentry gun. “If you have come to belabor Cheerilee’s argument, then you are wasting your time.”
“Don’t go usin’ yer fancy words on me!” Big Mac said, fire leaping from his eyes. “Ya’ll can kill all that bugs ya want, but nobody puts mah family, or mah friends, in danger!”

“The probability of your death was less-”

“Ah don’t give a damn ‘bout probability! Ya almost killed me, mah sister an’ her friends, an’ Miss Fluttershy! What if it been yer friends out there?”

“My decision would have been unchanged.” Before Big Mac or Cheerilee could voice their shock, he continued. “They would have understood the risks and accepted them. Had they died, they would have died knowing that they served the Chapter, and the Imperium. All of us would be proud to die with honour.”

Inspirational words, but chilling all the same. Big Mac was speechless.

“If you wish to debate the morality of war, feel free to speak with Captain Sicarius upon his return.” Maxilos snapped the Tarantula’s access panel shut and strode away.

“Aliens,” Big Mac snorted. “Come on, girls.”

M41.996 17:29 (Equestria time) Appleloosa, Equestria

Ah wonder what Rainbow Dash is up to now, Applejack thought with a yawn. Sitting for almost an hour at the sheriff’s office listening to ponies repeatedly ask Sergeant Strabo at least six variations of the same questions was not her idea of a productive afternoon. Still, it had ended, leaving the floor open for Sheriff Silverstar and almost everypony in town to debate what to do next.

At least Braeburn had fun, she thought, glancing at her jovial cousin, currently embroiled in a discussion with Ionius. When the gunshots started echoing across the town, virtually everypony had flocked to the shooting range in fear, only to find Braeburn and Ionius engaged in an intense bottle-shooting contest.

“Ah’m tellin’ ya that green bottle was mine,” he said, smiling as always. “Ah blew the neck clean off. Yer gun shoots big bullets. If you’d hit it, there’d be nothin’ left.”

“Bolter shells take a split second to arm themselves before detonating,” Ionius explained. “It could have just as easily been mine.”

Both marksponies… person… sharpshooters continued their good-natured argument. Applejack turned her attention to more serious matters.

“Even if these ‘Tyranids’ are here, how do we know if they’ll even come lookin’ fer us?”

“It’s not a question of ‘if,’ it’s a question of ‘when,’” Strabo explained. “A bio-ship landed in this desert somewhere, and your town is in danger. You must evacuate as quickly as possible.”

“Abandon Appleloosa? Ya’ll crazy?”

“This town’s our livelihood. We ain’t got anything else.”

“If there’s jus’ one load o’ aliens, we could handle ‘em.”

Applejack snapped to full alertness. “Ya’ll are the ones who’re crazy!” Her words drew the attention of dozens of eyes. “There’s no way in the world ya’ll can hope ta fight off the Tyranids! Why don’t ya believe us?”

“Applejack,” the Sheriff began. “It’s not that we don’t believe ya, it’s jus’… well, why should we worry if there ain’t no reason ta worry?”

This is how it always begins, Strabo thought. They will not move, and they shall pay the price for their stubbornness. “I will not force you to relocate. But you are making a fatal mistake.” Striding through the crowd, he spotted Ionius. “Brother. It is time that we left.”

“Let’s hope the Avengers saved some kills for us.” Ionius holstered his pistol and followed his Sergeant.

“Folks, what are ya thinkin’?” Braeburn hopped up, his smile replaced by a worried frown. “These guys know what they’re talkin’ ‘bout; ya’ll need ta hitch up yer pride and take some advice!” His words were met only with blank stares.

With a sigh, he trotted behind the Ultramarines. As Strabo led Applejack and Caramel back to the Typhoons, Ionius stopped him.

“Braeburn,” he said, crouching down. “These ponies are condemning themselves to death, but we cannot force them to evacuate.”

“They’re all bein’ a buncha stubborn mules,” the stallion replied. “And ah have no idea what ta do ‘bout it.”

“I do.” Ionius withdrew a small metal gadget from his belt.

“What kinda fancy contraption is that?”

“A vox-unit. Used for communication over long distances.”

“Like a telegraph?”

“It allows the user to speak with someone else across great distances,” Ionius explained. “Maxilos would berate me for it, but I pulled this spare from one of the Typhoons.” He held the device up to Braeburn, pointing at a switch on the side. “This switch activates it. Turn it on, and you can talk to me almost anywhere.”

“That’s downright amazin’!” Braeburn held the vox reverently. “Ya want me ta call fer help if things go bad?”

“Exactly. If there is the slightest chance that the Tyranids have discovered Appleloosa, contact me. If you are in danger, the button on the bottom activates the emergency beacon. I will find you.”

Braeburn smiled in thanks. “Why are ya doin’ this? Ah mean, why are ya’ll protectin’ us ponies?”

The question gave Ionius pause, but he had a good idea of the answer.

“Why do you think?” He reached into an ammo pouch on his belt and withdrew a small object, which he placed in Braeburn’s hoof.

Leaving those words hanging, Ionius hopped into his Typhoon. The hovering craft kicked up a small dust storm as it sped off, eventually melting into the horizon.

Braeburn looked at the object. It was the end of a sarsaparilla bottle. A green sarsaparilla bottle.

“Ah think ah know.”

M41.996 17:33 (Equestria time) Canterlot, Equestria

Shrieking in pain, five Gargoyles spiraled down to the streets of Canterlot. Flapping furiously, the rest of the brood broke off their attack run and scattered. Bolter shells found them and blew them out of the sky to smash against buildings.

“Lions roar!” The Lions of Macragge echoed their Captain’s battle-cry as they charged down the wide boulevard. Gargoyles fired fleshborers from perches atop roofs and balconies, but they died as quickly as they appeared.

Lacking the longer-ranged weaponry of his command squad, Sicarius allowed his battle-brothers to handle the Gargoyle flocks while he observed the battlefield. The majestic streets of Canterlot were a far cry from the choked alleyways of Ichar IV. Grand archways and spires framed the blue and orange afternoon sky. And at their backs, the majestic form of the Royal Palace towered over the city.

Tactically, urban battlefields were a nightmare. Dozens of buildings to hide inside. Hundreds of different vantage points, each capable of hiding a sniper. Wide-open streets devoid of cover, just waiting for a tank to come rumbling along.

Chronus would enjoy this, he thought, imagining the tank commander’s gleeful expression as his Vindicator leveled half a city block. Unfortunately, he lacked one of the mighty siege tanks, so he would make do with one squad.

One of the Stormtalons hovered overhead, blowing Gargoyles off a tall building to the north. Its targets dead, the gunship shot upward and returned to the dogfights above the city.

“Thanks you, brother,” Sicarius said to Dannelos, the pilot of Talon One. “We are advancing along the street.”

“Copy that.” After a moment his voice sounded in Sicarius’s vox-bead again. “Captain, larger Tyranid flyers incoming. Profiles match those of Harpies.”

A pair of serpentine shapes swooped down the street, the tips of their leathery wings rubbing buildings. Massive weapon-symbiotes beside their heads angled downward and hissed, spewing their crystalline payloads at the Ultramarines.

“Cover!” The Lions each dove aside as the toxic shards embedded themselves in the pavement. The two Harpies zoomed overhead and flew up into the skies.

“Captain! Mines!”

Drifting lazily downward were dozens of Spore Mines, released from cysts on the Harpies’ underbellies. More than enough to blanket the entire block in acid, toxins, or both. There was nowhere to dodge to, and shooting the deadly dirigibles would only release their payloads early.

Suddenly, as if caught in a strong wind, the mines all blew down the street to detonate safely. Grateful, Sicarius looked towards the palace.

Hovering in midair was a squadron of pegasus guards, accompanied by their ground-bound comrades. Wearing a fresh helmet, Shining Armour cantered at the head of the platoon.

“Captain, my troops are ready to move.” Using his magic, he loaded the crossbow affixed to his foreleg.

“Your ‘troops’ will not last five minutes, pony,” Champion Prabian said coldly.

“That doesn’t mean we can’t help!” Immediately recognizable from her mulitcoloured mane and tail, Rainbow Dash hovered above the guardsponies.

“We can evacuate civilians while your squad deals with the Tyranids,” Shining offered.

“That will do,” Sicarius said. “Slay two Gargoyles with one blow.”

Shining produced a map of Canterlot’s streets. “When the Tyranids attacked, my troops tried to evacuate civilians to the palace, but most of them were cut off. Last I heard, most of them holed up in this hotel.”

“The Chateau des Montagnes?” Rarity said excitedly. “The Chateau des Montagnes? The classiest hotel in Canterlot? Rated the best-”

“Yes,” Shining cut her off. “A platoon of guards retreated into the hotel and got a messenger out. With luck, they’ll still be alive.”

“Then what are we waiting for?” Rainbow asked.

“Lead us there, pony.” Doing a quick loop-de-loop, Rainbow zoomed off down a side street, the Ultramarines and guardsponies following behind.

The chin-mounted assault cannon on Dannelos’s Stormtalon whined and spat twin streams of hot lead into the swarm of Gargoyles, sending them shrieking to the streets of Canterlot. Fleshborer beetles rattled against the gunship’s armour harmlessly.

“Contacts neutralized,” Dannelos announced, swinging his Stormtalon around. “Talon Two, Shrikes coming in low.”

“Not for long,” Brother Meldius, the pilot of Talon Two, said. “Glory to Ultramar!” Missiles streaked from his gunship, striking two of the leathery-winged attackers and blasting them apart. The remaining Shrike tucked its wings and rolled, but a hail of assault cannon rounds tore it apart.

“This is too easy,” Dannelos chuckled.

Below, he spotted Sicarius moving alongside his squad and around fifty Canterlot Royal Guards. A few Gargoyles strafed them, but a hail of crossbow bolts brought them crashing down.

Dannelos had to admire the ponies’ fighting spirit. It was no great secret that without the Ultramarines, the Tyranids would be picking pony bits out of their teeth. Despite an overwhelmingly superior opponent, the ponies fought hard to defend their home.

Much like our brothers at the Battle of Macragge, Dannelos thought. Though he hated xenos as much as the next Space Marine, he had quickly agreed with himself to not let his hate dictate his actions. For the time being, the ponies were allies.

“Talon One, there’s a large building at the end of this street. What do you see?”

Nudging his gunship forward, Dannelos enhanced the image. “Large building, hab-structure of some type. Large concentrations of Tyranids all around it. Whatever’s in there, they want it.”

“Let’s disappoint them, then.”

With a high-pitched whir, Dannelos’s assault cannon spun up and fired again, sending twin streams of flame and metal into the Gargoyles and Shrikes clustering around the building’s doors and windows. The xenos danced, spun, and died as the high-velocity shells ripped them ragged.

“Talon One! Two large contacts incoming!”

Dannelos swung his Stormtalon around and scanned the city street. Two huge Tyranids, like winged snakes, hurtled towards them.

“Captain those Harpies are back! We’ll keep them busy.”

Closing the vox-channel, Dannelos strafed between two buildings, evading shots from a heavy venom cannon.

Meldius’s Stormtalon leapt upward as if kicked by a giant boot and shot down another street. “Tight quarters. Their maneuverability will be restricted.”

Proving his point, one of the Harpies turned to pursue him, only to scrabble along a building in order to make the turn.

“We’ll lead them on a merry chase,” Dannelos said, swooping low under a bridge and almost trading paint with it in the process.

“Is this your idea of fun, Brother?” Meldius’s gunship shot by pursued by a Harpy and several Shrikes.

Dannelos slung off a volley of missiles into Meldius’s assailants, blowing two Shrikes apart.

“Yes,” he deadpanned, just as a collision alarm flashed on his auspex. “That’s my exit.” He swung a hard left down another street and watched as the other Harpy hurtled by right where he had been.

Double doors flew off their hinges as Sergeant Daceus smashed them open with his powerfist. Inside was a lavishly furnished lobby, complete with an elaborate fresco on the ceiling.

Corpses littered the plush carpeting, mainly guardsponies but a few Tyranids as well, nailed to walls by crossbow bolts. A deceased ponies few wore tuxedoes or bellhop uniforms, either guests or employees of the hotel.

“Damn.” Stormcaller rolled one of the fallen over and recoiled at the sight of exposed innards. “Poor sods.”

Rarity stared at the mess blankly. “I went to a ball here,” she murmured, memories of a happier time clashing painfully with the present horror.

“The ballroom!” Shining exclaimed. “Big, heavy doors, plenty of space. If anypony is still alive, they’ll be there.”

“Miss Rarity?” The white unicorn jumped at Sicarius’s voice. “You’ve been here before. Lead us to the ballroom.”

“I… yes,” she said, walking down a hallway. “It’s just this way.”

Twilight shook her head sadly. “She shouldn’t have to see this. She probably knew some of these ponies.”

The hallway quickly became badly cramped, Sicarius and Vandius in particular having difficulty thanks to their banners. Eventually the Ultramarines were forced to move single file, guardsponies filtering around their knees.

“Captain!” Axilon barked, holding the squad’s auspex. “Contacts around the next corner!”

Spike yelped as a huge boot shoved him forward. Scrambling, he was unable to halt his progress and ended up dead front and center of the mob. Facing straight into the eyes of a Shrike. Easily ten times his size, the Tyranid roared at him, trying to bring its weapon to bear in the tight confines of the hallway.

“Fire and fury!” roared a voice behind him. Looking up, he the Ultramarine that had shoved him forward, holding a huge, cylindrical gun.

Wait, fire? Oh right! Fire! Taking a deep breath, Spike blew a blazing flame into the face of the Shrike, catching it completely by surprise. It leapt back, clogging up the hallway behind it.

A whooshing, hissing sound filled the air, and a blinding white flash filled every inch of his vision. Blinking sight back into his eyes, he stared down the empty hallway.

Wait, weren’t there Tyranids there? And what’s this sticky stuff all over the walls?

"Xenos neutralized," Brother Malcian reported, the muzzle of his meltagun still glowing.

“Ballroom just ahead.” Sicarius pushed his way to the front to the huge doors, which he flung open with a mighty shove, sending several luggage racks, tables, and guardsponies flying.

The ballroom was fantastically opulent, with crystal chandeliers every few feet of ceiling, masterful works of art lining the walls, and rich red drapes framing every window. A marble-white statue of an alicorn dominated the centre of the room, hiding at least a dozen members of Canterlot's elite.

Several dozen guardsponies stood or hovered all throughout the room, crossbows leveled at the doors. Expressions of shock greeted the Ultramarines, who fanned out, sweeping the room for danger.

“Captain?” Shining stepped between two Ultramarines. “Order your troops to stand down.”

The pegasus captain looked like he was about to have several heart attacks, but he lowered his weapon. His troops hesitantly followed suit.

“General?” he asked shakily. “Are you a prisoner?”

“No, Captain.” Shining waved his platoon forward. “As much as I’d love to continue this conversation, we need to get the civilians out of here.”

“Sir, what in Tartarus are these things?”

“We are the Ultramarines, pony,” Sicarius said. “Further introductions will have to wait. We have cleared the streets from here to the palace. Evacuate your civilians.”

Nodding shakily, the pegasus ordered several of his troops to round up the refugees, most of whom appeared either about to faint, or already had.

Shining trotted up to him. “What’s your name, soldier?”

The pegasus jumped and snapped to attention. “Captain Skyward Flash, sir.”

“How many did you lose?” Shining asked.

“We lost about fifteen outside when the attack started. Eleven more just getting here. Not sure how many civilians.”

“The palace is secure for the moment. The Princesses-”

“Captain!” Both officers looked up to one of the balconies, where a panicked guardspony leaned over the railing. “They broke through the windows! They’re every-” He was cut off by a Shrike that streaked over his head and slashed him apart. Several well-dressed ponies screamed as his blood showered down on them. More screams could be heard from the room past the balcony.

“There’s still ponies up there!” Twilight cried in horror.

“Lions, move!” Sicarius charged up a stairwell leading to the second floor.

Upstairs was chaos. Beyond the balcony was an elegant gallery and dining room with huge windows offering a sweeping view of Equestria’s landscape. Those windows were shattered, allowing Tyranids to pour through and massacre several hard-pressed guardsponies. The panicked civilians screaming and galloping back and forth did not make things any easier.

“Courage and honour!” Sicarius flung himself forward, firing plasma bolts into the swarming Tyranids. Instantaneously he was among them, the Tempest Blade reaping a bloody tally.

Sidewinder snapped off crossbow bolts, picking a off a few Gargoyles. “Get out of here!” he yelled to the crazed mob of ponies, which consisted mainly of kitchen staff.

Twilight ducked under a table and appeared beside several terrified ponies. “The stairway’s clear. Run for it!” In twos and threes, they dashed for the stairs, encouraged by Twilight and Spike.

Sicarius and Prabian stood back-to-back, fighting as if they were of one mind. The Captain blew a wing off a Shrike, causing it to skew sideways straight into Gaius’s blade. Gaius snapped up his combat shield, intercepting a venom cannon blast intended for Sicarius.

“Enjoying yourself, Cato?”

“Starting to, Gaius. Starting to,” Sicarius replied, splitting a Shrike’s head in two.

A voice crackled in his ear. “Captain, there’s too many of them! We’re getting swamped here!”

Sicarius swept his blade in a wide arc, forcing an opening in the thick mass of Tyranid. Even as he brought the sword back for another blow, the gap filled with several Gargoyles.

“Damn,” he muttered. Bolter fire still thundered across the gallery, showing that the Lions still lived, but he had no way of telling whether any ponies were still fighting. “Dannelos! Where are you?

“Approximately six hundred metres east of your position, Captain,” Dannelos replied. “Keeping the Harpies busy.”

“Large windows, northwest side of the building.” Sicarius paused to pistol-whip a Gargoyle into the floor. “We need some firepower.”

“On my way. I cannot stay long. This bloody Harpy isn’t keen on letting me go.”

“Emperor guide you, brother.”

Dannelos spun his Stormtalon around and fired a salvo of Skyhammer missiles at his pursuer. With no room to evade, the Harpy took all three shots dead-on, blowing bloody chunks out of its carapace. It quickly regained control and pumped its wings faster, howling at the prey that had decided to fight back.

“Meldius, I’m heading back. Sicarius needs some air support.” Spinning his gunship like a top, he slammed the throttle and rocketed down the wide avenue. With an infuriated roar, the Harpy pursued him, blood still trailing from its wounds.

“I see you, One.” Talon Two shot over Dannelos, a flock of Gargoyles chasing him. “Still hot on your tail. I assume you have a plan?”

“Yes… no… sort of… it’s a work in progress.”

Inside his cockpit, Meldius groaned. He’s a daredevil. And he’s good at it. “Involving?”

“I’ll hit the brakes, he’ll fly right by.”

“What?”

No time to think about it. Several dozen metres from the Chateau des Montagnes he reversed the thrusters, bringing the Stormtalon to an almost complete stop. With a squawk of anger, the Harpy flared its wings, but it had no room to stop in time and was forced to fly straight down the street.

Tyranids swarmed all across the walls, flowing through the shattered windows like water down a drain. Inside, Dannelos could see the bright flashing of the Tempest Blade, so Sicarius was still alive.

“Captain! Get clear!”

While the Ultramarines stood against the tide of winged monstrosities, Twilight telekinetically extricated a waiter from beneath a fallen statue. With a grateful look, he galloped for the exit.

“Anypony else?” she called over the din of the battle.

“Nopony here!” Rainbow yelled from atop a chandelier. “Whoa!” she yelped as a Gargoyle spotted her and shot after her.

“Found somepony!” Sidewinder shouted. Twilight galloped towards the cocktail bar. The pegasus was trying to pull somepony from beneath the counter.

“Madam, you need to get out of here, now!”

“Ah! Watch where you’re putting your hooves!”

Spike froze for a second. “Wait, I recognize that voice…”

“Stop it!” the mare’s voice continued. “The Great and Power-”

“TRIXIE?” Twilight, Spike, and Rarity could not believe their ears.

“That’s the Great and Powerful Trixie to…” the blue unicorn broke off as she saw the three ponies and dragon. “…you.”

“What are you doing here?” Everypony asked at once.

Sidewinder looked back and forth between the two parties. “Oh good! You know each other!" He gave a self-satisfied smile. "That’ll make things easier.”

“Ponies!” Sicarius charged past the group, flyers slashing at his cape. “Get out of here!”

A loud roaring noise filled the gallery, rattling wineglasses, tables, and ponies about. Twilight scanned for its source and spotted one of the Stormtalons hovering outside. The two-barreled weapon mounted below its nose was making a loud whining sound.

“Everypony run!” she screamed, realizing what was about to happen. Trixie immediately leapt out from behind the bar and galloped for the stairway.

With a roar like a thousand ponies cheering, the assault cannon sprayed a storm of rounds into the building. Tables burst into splinters. Statues became clouds of dust. The bar, which had seemed perfectly solid moments before, flew into a stinging swarm of marble shards that cut like razors.

The Tyranids died in droves, reduced to flaps of wing and bits of chitin. A few tried to escape via the stairs, only to be cut down by the Lions of Macragge, standing boldly in front of the exit.

With every step she ran, Rarity was sure that a glowing yellow round would rip into her. But it did not. Finally opening her eyes, she found herself standing just behind Prabian. With a woozy sigh, she collapsed onto the blissfully cool marble floor.

Ignoring her old adversary for a moment, Twilight furiously scanned the room. “Rainbow! Where are you?”

Nonononononono, Rainbow thought as she twisted, contorted, and rolled out of the path of the assault cannon. The Tyranids snapping at her tail danced jerkily under the metal hail. Abruptly the gun stopped firing, smoke billowing from both barrels.

Swarms of Tyranids separated her from the door. The only other exit was a gauntlet of even more Tyranids.

“Let’s do this!” she yelled to herself and shot for the window. Outside, the twin barrels of the assault cannon began spinning up.

Time slowed down. The Tyranids flowed around her like a tidal wave of mud. The assault cannon’s barrels spun lazily.

Just… a few… seconds… She ducked a lethargic claw and weaved between two Gargoyles. Ducking her head, she smashed through what was left of the window and angled her body sharply upward.

Dannelos saw the bright blue streak pass inches from his windshield, leaving a rainbow contrail in its wake. Unconsciously, he tracked its progress as it arced smoothly to his left and down the street.

Coming down the street at frightening speed was another, much larger shape, hurtling straight towards him.

“Throne!” he yelled and slammed the ventral thrusters, launching the Stormtalon skyward. The enraged Harpy passed under him by inches.

“Captain, I’ve got a problem out here! You’re on your own.”

“Acknowledged.” Sicarius fired his pistol in to the heaving mass of Tyranids. “Brothers! Fall back!” Backpedalling, the Lions fired their bolters, slowing the Tyranid pursuit, but not by much.

Twilight galloped down the stairs along with her friends… and Trixie. “Alright, Trixie. You’ve got some explaining to do.”

The magician panted heavily. “Trixie was about to say the same to you!”

“Uh, girls?” Both unicorns looked at Spike. “Can this wait?” A fiery explosion rang out, followed by a cacophony of alien screeches.

“I suppose it’ll have to,” Rarity grumbled.

“This way!” Shining yelled from the ballroom doors. The three unicorns and dragon ran for it, followed by the Ultramarines. “Get that door shut!” As soon as the last Marine was through, Shining and Sidewinder threw themselves against the huge doors, forcing them shut.

“That’ll keep ‘em busy for a while,” Sidewinder said. “Let’s get out of here.” Noticing the Ultramarines staying put, he approached Sicarius. “What are you waiting for?”

“Melta charges,” Daceus said, placing a box-like device against the wall. “We’re leveling this building.”

“What?” Everypony jumped at Trixie’s outburst. “You can’t do that!”

“We can, and we are,” Daceus growled. “Bring it down, and we crush the entire swarm.”

“Where is Trixie supposed to stay?”

Daceus ignored her protests and set several more bombs. “Captain, charges are in place. We’ll only need a few more outside to bring this place down.”

“Then we should hurry,” Sicarius said. “Lions, combat squads. Place your charges and head for the main exit.” The eight Ultramarines split up, Daceus leading half down another hallway.

“Ponies, follow me and keep close. We will not slow down for you.”

M41.996 17:34 (Equestria time) Ponyville, Equestria

Argus ducked a slashing bonesword and responded with a sweep of his force axe, spilling the Ravener’s guts and neatly cutting it in half. His opponent dead, he yanked a frag grenade from his belt and tossed it into the tunnel that the Tyranid had left, collapsing it. Ducking another blade, he called upon the warp and flung a Ravener into the sky.

Ponyville was chaos. Raveners exploded from the ground, opening tunnels through which gaunts swarmed out. The Ultramarines had been closing these with grenades, but there were simply too many attackers. If not for Maccabeus, the town might have fallen already. The hulking Dreadnought had exchanged his multi-melta for a plasma cannon, which reduced dozens of gaunts to dust with each shot. Those that escaped the cannon’s incandescent wrath fell to his heavy flamer. Those that had the audacity to evade even that he crushed into a bloody pulp with his fist and feet.

“Burn!” he thundered, shaking the very ground with his voice. He sent a stream of flames into one of the Ravener tunnels, turning countless more Tyranids into charcoal.

While Maccabeus smashed and incinerated Tyranids, Argus scanned the warp, searching for a distinctive shadow identifying a synapse organism. Slay it, and the remaining Tyranids would be so much hapless cattle. The creature had yet to show itself, so Argus contented himself with unleashing his psychic mastery on the enemy. The shadow in the warp still rubbed at his mind, but not enough to cause major problems.

Rather cathartic, he thought cheerfully as flames leapt from his eyes, immolating a Ravener. Its very mind ablaze, it thrashed wildly before a quick bolt turned its head inside out.

“You guys can shoot fire, too?”

Surprised, Argus spun to see a mint-green unicorn staring up at him, seemingly oblivious to the carnage all around her. He recognized her as Lyra.

“What in the name of the Emperor are you doing here?” he yelled, snapping off shots into a newly emerged brood of gaunts.

“I wanted to help!” Lyra yelled back.

“Are you insane?” a new voice asked. A cream-coloured earth pony with a pink and blue mane galloped up to Lyra, a panicked look on her face.

“Kind of!” Lyra replied. “Bon Bon, I want to help!”

“What can you do that they can’t?”

Lyra’s horn lit up and some pebbles levitated around her. “Magic!”

Behind her, Argus’s hand shimmered, and chunks of cobblestone ripped themselves from the ground and hurtled into a pack of Raveners.

Bon Bon gave Lyra a look that clearly said: “Not amused.”

Suddenly, the ground burst open beside them, causing Bon Bon to shriek in fear. A Ravener clawed its way to the surface and set its sights dead on her. Its deathspitter hissed and fired.

The grubs stopped inches away from her face, allowing her to see the tiny organisms squirm and die. With a faint moan, she teetered, on the verge of fainting.

A massive hand grabbed her by the withers, yanking her back to full consciousness instantly. The Ravener snapped at her but met some invisible wall.

“What was that?” she gasped once she stopped hyperventilating.

Lyra trotted up beside her, her horn glowing. “It’s some kind of barrier of psychic energy.”

“I’m serious.”

Lyra grinned and shrugged. “All right, it was me.” She glanced over her shoulder. “I can’t hold this guy forever! Could you give me a hand?” She giggled. “I’ve always wanted to say that.”

Argus, who had pulled Bon Bon to safety, hurled his axe into the Ravener’s face, splitting its head in half. Its work done, it zipped back into his hand.

“An excellent trick, pony,” he complimented. “I think I have job for you.”

Bon Bon rolled her eyes. “Why do I get the feeling…”

“…that we’re going to be doing something totally insane?”

“Oh shut up and throw the grenade.”

With a long-suffering sigh, Bon Bon reached into her saddlebags and tossed a frag grenade into the tunnel. With experience and training born of less than twenty seconds of instruction, both ponies dove away as the tunnel caved in.

“Two down, six to go!” Lyra said happily. “Let’s go!”

Groaning, Bon Bon galloped after her friend. Being Lyra’s roommate, she was used to the unicorn’s eccentricities, but this took the cake faster than Princess Celestia when she thought she was alone.

“Have I mentioned that this is crazy?”

“Eleven times and counting!”

Argus ran alongside the ponies, his pistol blazing. While he tackled the xenos, the two mares galloped about with his stock of grenades, sealing tunnels wherever possible.

Sergeant Manorian’s Shieldbearers and Maccabeus had joined the group, adding their tremendous firepower. Tyranids emerged from their tunnels only to take a barrage of shots, forcing them back and allowing the two ponies to drop grenades.

She’s actually enjoying herself! Bon Bon thought incredulously as Lyra flung a Hormagaunt aside with her magic. Though she was no Twilight Sparkle, she turned out to have a startling affinity for magical shields, which had saved both of their tails more times than either could count.

Suddenly, Lyra yelped in pain and dropped flat, clasping both hooves to her head. “Lyra!” Bon Bon rushed to her side. “What’s going on?”

“So dark… I can’t see! I’m lost!”

Finally, Argus though, flourishing his axe. Come out and play.

The ground rumbled. The Shieldbearers aimed at the ground, waiting for the telltale cracks in the road to appear.

With the thunder of breaking stone, a huge, serpentine Tyranid bust from the ground, even taller than Maccabeus. Multiple sets of claws lined its upper body, which was covered with a thick shell. Its long tail coiled along behind it, lifting it above all.

“Finally, a challenge!” Maccabeus roared heartily. “Feel the Emperor’s wrath!”

But as he charged, the ground quaked again. Lyra screamed, the pain in her mind much greater than before.

Abruptly, the Shieldbearers were thrown into the air as a second tunnel exploded into being. Argus spun to see a second coiling shape emerging from the earth.

Not one, but two Trygon Primes stood over the Ultramarines.

“Bring it down!” Manorian shouted. “Victoris Ultra!” The Shieldbearers fired full-auto into the closer Tyranid, their bolters etching explosions across its carapace.

A blue corona of lightning crackled around the Trygon. Flexing its blades, it released blazing bolts of electricity into the Ultramarines, forcing them to their knees.

“Yaah!” Bon Bon yelped, every hair of her mane standing straight up.

Maccabeus swung his fist at the other Trygon, but it slipped back and slashed his shoulder armour. Fumes belching from his exhaust pipes, he charged headlong into it, wrestling it back. It scrabbled at his body, digging furrows into the blue plates.

Confident in the Ancient’s abilities, Argus joined the Shieldbearers against the other Trygon. Ducking its thrashing tail, he lopped off its end with his axe.

With a roar of pain, it whirled around, knocking Space Marines off their feet with its bloody tail. Darting in low, it lashed out with its talons, tearing through the armour of one of the Tacticals.

“Brother!” Manorian yelled and drove his power sword into the Trygon’s underbelly. It roared again and drove a claw downward, trying to skewer the Sergeant from above. He evaded, causing the claw to embed itself into the road.

Its upper body close to the ground and vulnerable, Argus leapt onto its thorax just as it pulled free, riding it straight up. Climbing onto its face, he swung his axe back for a killing blow. Before he could strike, a second bioelectric pulse blasted out, sending the axe flying from his grip. Now unarmed, he clung on helplessly as it tried to shake him off.

Lyra twitched on the ground, her splitting headache finally receding. “Phew,” she said, getting to her hooves. “That was close.” Without warning, a flying axe landed inches from her, sticking in the ground.

Tracing its path, she spotted Argus riding the Trygon like a crazed bull. “I’m about to do something crazy,” she said with a grin.

“You’ve already done that!” Bon Bon screeched. “Twice!”

“Then I’m about to do something stupid.”

Argus gripped the spines on the Trygon, smacking painfully against its armoured shell. Finally his grip slipped, tossing him airborne. Flailing his arms wantonly, his hand caught the edge of something. He heaved himself upward, only to find himself staring down the gullet of the hissing Trygon. The crab-like claws on the sides of its head grabbed him and began to squeeze.

“Argus!” The Librarian spun to see Lyra holding his axe in her forehooves. “Catch!” She flung the axe, which pinwheeled through the air.

Ignoring the fact that the unicorn had gripped and thrown an object without hands, Argus reached back to feel the familiar weight of the force axe slapping into his palm.

“Die, abomination!” Channeling his psychic fury through the blade, he swung it straight down, splitting the Trygon’s skull in half and sending warp-energy coursing through its body. Thrashing in pain, the Trygon collapsed to the ground with a crash, where its spasms subsided into feeble twitches as Argus' psychic might burned its mind out.

Maccabeus forced the other Trygon back, covering it in burning fuel from his flamer while the remaining eight Shieldbearers pounded bolter fire and plasma fire into it, blowing a claw off.

Sweeping his fist low, Maccabeus tore a bloody chunk from its underbelly, causing it to lose its balance and plunge downward, where it attempted to slither away.

“No escape for you!” he roared, swinging his fist downward onto the Trygon’s head, smashing it like a watermelon against the ground. All around Ponyville, Tyranids stopped dead, their connection with the driving intelligence of the Hive Mind severed.

Lyra felt as if a sheet had been pulled from her eyes, allowing light, glorious light to shine through her mind. The shadow was gone.

Without the direction of the two Trygon Primes, the hordes of gaunts and Raveners lost their coordination and were cut down by the Ultramarines and guardsponies.

Bon Bon poked her head out from behind a bush to see Lyra looking particularly pleased with herself. “That was absolutely, undeniably insane.”

“Yep,” Lyra said cheerfully.

“And you’re not going to try it again?”

“Yep.”

“You’re not listening to a word I’m saying, right?

“Yep.”

M41.9976 17:47 (Equestria time) Canterlot, Equestria

With a fiery roar, the melta charges detonated, destroying the Chateau des Montagnes. The upper floors of the building collapsed straight down, crushing every floor below.

Rarity sniffled, dabbing her eyes with a handkerchief supplied by Spike. Trixie was livid, but too frightened to approach the Ultramarines.

Twilight felt a pang of sympathy for her former rival. “Trixie, the important thing is that you got out alive.”

"Everything Trixie owned was in there," she muttered. "Ever since Ponyville her life has just been a downward spiral!"

“Trixie..."

“... bad enough that Trixie can barely get a job at a rock farm." She stared at the ground, her lip trembling. "And just when things finally start looking up, aliens invade! What else could possibly go wrong?"

Spike facepalmed. When will everypony learn to stop tempting fate?

“Uh, I hate to interrupt this heartfelt reunion," Sidewinder interjected, just as Trixie looked about to burst into tears. “But we need to move.”

Sicarius scanned the rooftops, watching for any more Tyranids. “Talons, respond.”

“Talon Two here, Captain. One of the Harpies has been dealt with.”

“Meldius, where is Dannelos?”

“Still trying to get rid of his Harpy.”

“Lend him some assistance.” Sicarius switched channels. “Dannelos, if you can hear me, disengage and head for the hab-structure.”

“Copy that, Captain,” Dannelos switched the vox off. “I’d love to stay and chat,” he said, glancing at the Harpy. “But I’ve got to be somewhere.”

The Harpy had stretched his piloting skills to their limits. While its maneuverability was hampered in the tight confines between the buildings of Canterlot, it made up for in durability and dogged determination. Its claws had come close to slicing through its thin armour more times than Dannelos cared to count. Dodging yet another volley of crystalline toxin, he slammed the throttle and shot off down the street.

Unbeknownst to him, Rainbow Dash followed close behind along the rooftops. The huge dragon-Tyranid had been more interested in the boxy gunship than a single pegasus and had thankfully left her alone.

An idea crept through her head as the Harpy shot by. What are you thinking? the rational part of her mind admonished. This is crazy!

That’s exactly why it might work! the rest of her mind replied.

Her rational mind groaned in frustration. Just because Pinkie Pie isn’t here doesn’t mean that you’ve got to make up for the lack of utter insanity!

Ignoring her brain’s arguments, Rainbow hopped off the building into a steep dive and zoomed low over the ground, strafing between benches, carriages, and lampposts. The Harpy loomed ahead, its massive wings whooshing as it flapped down the street.

I can’t stay ahead forever, Dannelos thought, evading more venom rounds. “Blast it Meldius, where are you?”

“One, I’m coming over the buildings.”

Looking up, Dannelos spotted Talon Two screaming towards the Harpy. “Courage and honour!” Meldius roared, releasing two krak missiles.

The armour-piercing missiles streaked outward, trailing plumes of exhaust. One missed narrowly but the other blew a considerable length from the Harpy’s tail. Forgetting Dannelos, it wheeled around and shot after Meldius.

Rainbow spotted the Harpy changing its target. “Time to show these guys that we’re not useless!” she said and shot upwards, aiming for the Northern Tower of the palace. Perching atop the looming spire gave her a fantastic view of all of Canterlot and more importantly, of the layout of every street.

Leaping from the tower, she screamed downward at a steep angle straight towards an intersection. As she pumped her wings, she felt the air thickening around her.

I feel the need… she thought, a determined grin breaking out on her face. “THE NEED FOR SPEED!”

With those words, she felt the thick blanket of air around her give way and she shot forward even faster. A ring of rainbow exploded out from behind her, illuminating the entire city with the entire spectrum of light. Faces turned in shock, their owners staring and pointing at one of the rarest phenomena in Equestria.

"What sorcery is this?" Sergeant Tirian shouted, his signum going wild with contradictory data.

“Sonic Rainboom!” Sergeant Trail Blazer yelled, throwing his helmet up in excitement.

Rainbow rocketed downward at a ridiculous speed, her tail flowing into a shimmering contrail behind her. Arcing her body upward slightly, she shot straight toward the city streets...

…and intersected perfectly with the Harpy’s shoulder. Her tremendous velocity nearly snapped its wing clean off and sent it into an uncontrollable spiral that took it spinning into the sky.

Ignoring the fact that the Harpy had just been struck by a giant beam of rainbows that rivaled the lance batteries on an Imperial battleship, Dannelos accelerated upward in pursuit. His target out of control, he closed the distance almost instantly.

“Too close for missiles,” he said over the vox. “I’m switching to guns.” He squeezed the firing stud, unleashing a storm of assault cannon rounds into the Harpy. The shells tore into it, shredding clean through its carapace and ripping its body apart. A pair of missiles from Meldius streaked in from below, setting off the Spore Mines carried on its belly. They detonated within its body, blowing it apart from within. The mutilated remains of the Harpy trailed a cloud of blackish blood as it plummeted and smashed against the ground.

Her head spinning from the impact, Rainbow twisted out of control and smacked into the ground. Bouncing several times, she hit a garbage can, a rosebush, and Sidewinder before sending the pair of them flying into a fountain.

Groggy, she opened her eyes to see Sidewinder tangled with her, both of them sopping wet. “I knew it. I died and went to Tartarus.”

“Somepony get the license number of that cart?” Sidewinder said with a dazed grin before flopped facedown into the water.

Stormcaller and Shining reached in and pulled the two pegasi from the fountain.

Shining nodded approvingly. “Okay, that was pretty awesome.”

“Gutsiest move I ever saw,” Stormcaller said, beaming down at Rainbow.

Sicarius was awestruck. Praise the Emperor for sealed helmets, he thought, grateful that the ponies did not see his shocked expression when the rainbow exploded across the sky.

“Well.” Sicarius turned to see Prabian standing beside him.

Both Sicarius and Prabian spoke simultaneously.

“That was rather unexpected.”

Under Cover of Night

Chapter 9: Under Cover of Night

M41.996 18:15 2 kilometres south of Ponyville

Stubbornness. Stupid, mule-headed stubbornness.

Applejack had always known that she was stubborn. Stubbornness was in her blood. The Apple Family had been some of the first ponies to settle what would be Ponyville and Appleloosa, and none of their “can-do” attitude had been lost through the generations.

Unfortunately, that stubbornness now kept the Appleloosans firmly rooted in their town, confident in their ability to weather any oncoming storm. On one hoof, Applejack understood, as the frontiersponies had no idea of the threat that the Tyranids posed, only having the word of two Ultramarines and two ponies. But on the other hoof, she had seen the destruction that the aliens were capable of and knew that if they ever stumbled across Appleloosa, the town would not have a dust speck’s chance in the Carousel Boutique of surviving. No matter what she said, there had simply not been any convincing them.

Durned fools, she thought, holding her hat on against the wind. They’re gonna get themselves killed jus’ cuz they’re too dang proud ta accept help. As she mentally rebuked the Appleloosans, realization crept into her mind. Jus’ like me.

Her mind flashed back to the Applebuck Season where Big Macintosh had hurt himself, leaving her to harvest the entirety of Sweet Apple Acres herself with hilariously disastrous results.

“I don’t care what you say!” Twilight glared at Applejack, who teetered sleepily beneath an apple tree. “You! Need! Help!”

With a final kick, Applejack dislodged the remaining apples from the tree, causing them to rain down perfectly into her baskets. “Ha!” she said proudly. “No ah don’t. Look!” She gestured across the orchard, now devoid of apples. “Ah did it! Ah harvested the entire Sweet Apple Acres without yer help!”

She continued boasting, blissfully unaware of an entire other field full of apples sitting smugly on their trees. Twilight and Big Macintosh made brief eye contact, their matching deadpan expressions perfectly summing up their thoughts.

Hindsight’s always perfect, she thought bitterly, finally understanding just how infuriating her own pride must have been to all of her friends. Ah have no idea how they put up with it.

Thinking of Twilight, Rainbow, Fluttershy, Rarity, and Pinkie again brought a warm smile to her face. “I don’t know what ah would do without ‘em.”

“What did you say?”

Applejack started at Strabo’s sudden question. “Oh, wasn’t nothin’,” she said. “Jus’ thinkin’ of mah friends.” She gazed out at the countryside, which flowed by in a blur of greens and browns. “Ah still can’t believe that them Appleloosans didn’t believe us.”

“Unfortunate, but hardly surprising,” Strabo said, not taking his eyes off the ground rushing by.

“Of course it’s surprisin’!” Applejack said vehemently. “Ah’m the dang Element o’ Honesty, but ‘parently that ain’t good enough for ‘em!”

There’s this “Element of Honesty” again. Once again, confusion reigned in Strabo’s mind. Back in Appleloosa Braeburn had called Applejack the “Element of Honesty,” but Strabo had not had an opportunity to voice his perplexity.

“What is this ‘Element of Honesty’ you speak of?” he inquired.

Applejack facehoofed. “Oh, that’s right. Ya’ll don’t know anythin’ ‘bout the Elements o’ Harmony!”

“I have heard ponies talking about these… ‘Elements,’” he said slowly. “Are they some form of relic, or weapon?”

“Ah…” she paused. “Ah don’t rightly know mahself.” An embarrassed look crept onto her face. “They’re… they’re some kinda magical gadgets, but they’re more than that.” Ah wish Twi were here, she thought, struggling to formulate a decent explanation.

“Magical artifacts?” Strabo’s curiosity was piqued. The Imperium made extensive use of such arcane devices, ranging from Argus’s ancient force axe to the Golden Throne itself. The fact that ponies had similar artifacts was yet another unnerving coincidence.

“Yep,” Applejack answered. “The Elements o’ Honesty, Kindness, Laughter, Generosity, Loyalty, an’ Magic.”

“And you said that you are the ‘Element of Honesty’?”

“Yep,” she said proudly. “Me and mah friends each have one o’ the Elements cuz we’re the ponies who represent ‘em best.”

Gears spun in Strabo’s mind as he understood why Applejack had been so distraught about the Appleloosans’ refusal to listen. “And… what exactly do they do?”

Applejack was silent for a moment. “Whatever they have ta do. They turned Nightmare Moon back inta Princess Luna, turned Discord inta a statue… ah really have no idea what they could do next.”

Though the names meant nothing to Strabo, he saw the potential in these “Elements of Harmony” immediately. “If they could aid us in any way, then we’d best make use of them.”

Conversation was cut short by Ionius’s voice crackling through the vox. “Sergeant, two minutes to Ponyville.”

Applejack scanned the terrain to see that the rolling plains and gently sloping hills of the Equestrian countryside had given way to rapidly thickening copses of trees. Beyond she could see the familiar outline of the Sweet Apple Acres barn.

Home sweet home, she thought. As the Typhoon closed in, she noticed to her relief that the trees were undamaged. As far as the trees were concerned, nothing out of the ordinary was happening. No alien invasions, no end o’ the world. Just another day. She smiled proudly at the farmland that she had spent all her life sweating to maintain. Ah’m not letting those lousy Tearo-nids anywhere near mah home.

“Sergeant, auspex has multiple contacts down the road.”

“Hang on,” Strabo said to Applejack, who grabbed her seat frame just in time for him to swing the Typhoon hard to the left.

Ah think ah’ll leave the flyin’ ta Rainbow Dash.

Zooming down the path, the two Assault Marines and ponies located six serpentine Tyranids, which slithered with surprising speed and agility towards another squad of Ultramarines, who ripped into them with a steady stream of bolter rounds.

Sergeant Octavian spotted the two incoming Land Speeders and waved, his aim not wavering. “Brother! We saved some for you!”

With a mirthless laugh, Strabo squeezed the firing stud, releasing a pair of krak missiles. Completely blindsided, two of the Raveners were blown into bloody giblets by the armour piercing warheads. A pair of frag missiles from Ionius followed up, lacerating the survivors with shrapnel. Short bursts of bolter fire picked off the remaining aliens.

Pulling his Typhoon in close, Strabo opened a vox-link to Octavian. “I was beginning to worry that you had forgotten us.”

Applejack breathed a sigh of relief and began unfastening her harness. “Finally. Ah was about ta… uh...” She fumbled with the buckle. “Uh, Strabo? Could ya lend me a hoof… or a hand?” Strabo seemed not to notice.

Octavian’s laugh was a welcome sound. “I would be more concerned about Ixion’s Avengers. Our brother did not stop counting his kills.”

“Time to make up for that.” The two Assault Squads of the 2nd Company had a well-known rivalry, each one trying to outdo the other in terms of kills, maneuvers, or other suitably impressive feats during battle. “When did this attack begin?”

“There were two attacks: one here and another at the ponies’ capital,” Octavian explained. “Sicarius left with the Lions and Hammer to defend the city and left the Ancient in command here. Tyranid abominations starting burrowing in approximately an hour ago. We have been mopping up the stragglers.”

“Then we shall finish the job.” Strabo angled the Typhoon upward. “Time to remind Ixion that gaunt kills do not count.”

“Uh, pardner?” Applejack said nervously as the antigravity drives’ thrumming returned to a piercing whine. “It’d be mighty kind of ya ta let me ooOFFFFFF-” With a whoosh and several loud expletives, the Land Speeder shot towards the rest of Ponyville, carrying a protesting orange pony all the way.

M41.996 18:33 Canterlot Palace District

Eerie, deafening silence reigned across the normally bustling streets of Canterlot, swallowing up the footsteps of the Ultramarines and ponies. Nopony spoke; they simply trotted alongside the Ultramarines in fearful silence. Every few minutes, an alien screech echoed between the buildings, sending a chill through the herd.

The troupe of well-dressed ponies that had been rescued from the hotel trotted along in shocked silence, not taking their eyes off their hulking saviours for a moment. Not one of them had spoken since Rainbow Dash and the Stormtalons had brought down the two Harpies. The Ultramarines had barely acknowledged their charges, instead allowing Shining Armour and his guardsponies to deal with them.

Finally, Trixie broke the ominous silence. “Well,” she remarked to Twilight. “We just keep running into each other, don’t we?”

“It’s been a long time since you were last in Ponyville, Trixie,” Twilight replied. “What’re you doing in Canterlot?”

With a sigh, Trixie began her account. “You may have forgiven me, but I couldn’t stop worrying that everypony else wouldn’t.” Her face darkened and she looked downward in shame. “After what I did, I couldn’t stay in Ponyville. I just couldn’t face them.” A lone tear dripped from her face, mixing with the bloodstains on the street.

“Well you did kinda force them to be slaves,” Rainbow said dryly.

“If you don’t mind,” Trixie said “Trixie would rather not discuss it now.” She turned away from the prying pegasus, scowling.

“Rainbow!” Rarity admonished. “Must you be so insensitive?”

“What? She’s the one who took over Ponyville! And don’t you remember that ugly dress she put you in?”

Rarity gave a glare that rivaled the flare of a meltagun. “I will forgive that comment, for now. Trixie can’t have had it easy since her last appearance, and it’s obviously hurting her. You could at least show her some decency!”

“Both of you calm down!” Twilight shouted the pair down. “Rainbow, she may have done some nasty things, but she’s no Discord or King Sombra.” She glanced at the retreating blue unicorn. “If something is really hurting her, we should try to discuss it later, but let’s handle it delicately.”

Several metres ahead, General Shining Armour walked along, trying to take in all that had occurred in such as short time. The Ultramarines had not spoken a word since the hotel had exploded; they strode down the street in silence, sweeping their massive weapons back and forth in search of more Tyranids.

Whatever those things are, Shining thought as an Ultramarine snapped up his bolter to scan an alleyway. I’m glad they’re not pointed at us.

Nervousness was not a sensation that came easily to the General of the Equestrian Royal Guard. Shining Armour had faced almost every creature Equestria had to offer, including at least twelve breeds of dragon, Diamond Dogs, a manticore, and swarms of Changelings. He had bested vicious griffon warlords in single combat, stood valiantly in the path of a charging buffalo, and ground a magically-animated statue into dust. And he had seen Princess Celestia before her morning coffee.

Suffice to say, it took a lot to intimidate him. But in the past hour and a half, he had seen enough to make him feel like a wide-eyed colt fresh out of boot camp all over again.

“Captain?” he asked, trotting up alongside Stormcaller. “It probably won’t help much, but could you try to explain what in Tartarus is going on around here?”

The unicorn captain sighed wearily. “Sir, I don’t understand much either-”

“Then explain what you do understand,” Shining growled, his patience wearing thin already. He glanced over at Sicarius before leaning in closer to his subordinate. “Such as what these things are.”

“Sir.” Stormcaller snapped to attention. “They're called Ultramarines, and I doubt they’d take kindly to being called ‘things.’ From what I’ve gathered, they’re also called humans, Space Marines, Adeptus Astartes, and Celestia knows what else. I have no idea where they are from or what they want, other than they’re not friendly with the Tyranids.”

“These bug-aliens?” Shining asked, gesturing to the shredded remains of a Shrike.

“Yes, sir. The two groups are supposedly ancient enemies, and the Ultramarines followed them here. We’re just caught in the crossfire.”

“That’s all very interesting, Captain.” Stormcaller winced at the sarcasm evident in his superior’s voice. “But I was hoping for some more practical info. Give me your military opinion.”

“Yes, sir.” Stormcaller shot a furtive glance up at the massive figures striding alongside them, as if concerned that they would overhear. “Based on what I’ve observed and learned from the Ultramarines themselves, they wield firearms that fire self-propelled armour-piercing explosive projectiles. Their armour is virtually impenetrable, at least to conventional weaponry…”

Shining remained silent as the Captain ran through a brief, though thoroughly awe-inspiring assessment of their new visitors. So we’re playing host to an army of technologically advanced aliens. Just bloody wonderful.

“Right,” Shining said as the other guardspony finished, his tone grim. “And apparently everypony thinks it’d be a great idea to let them have full reign over Equestria.”

Oh, no. Not you too, General. “You… don’t approve, sir?”

“Not in the slightest, Storm!” Shining was making it abundantly clear that he was not at all amused. First one swarm of aliens showed up and began massacring the ponies he was sworn to protect and serve. And just because fate enjoyed screwing with him, a second group of aliens arrived, supposedly to exterminate the first group. “I don’t like being kept out of the loop! Why wasn’t I informed of this?”

“Sir, it all just happened so fast. One minute we were sitting around Ponyville and the next thing we knew, aliens.” The unicorn captain shook his head. “Aliens everywhere.”

“That doesn’t change the fact that Equestria is now occupied by aliens who, based on your descriptions, could level our entire world like mowing grass!” Shining rounded on the Captain, eyes burning with indiscriminate anger. “They may not be hostile now, but who’s to say they won’t turn on us?”

“Sir? “Permission to speak freely?”

The sudden inquiry caught Shining off guard, causing some of his anger to deflate, replaced by confusion. “Granted?”

Stormcaller cleared his throat and spoke evenly to the angry General. “Sir, despite whatever reservations you may have about them, the Ultramarines are our best chance of survival.”

“You expect me to put the safety of everypony, of all of Equestria, in the hooves of aliens?”

“We have hands, not hooves.” Both Guard officers looked up to see Sicarius walking alongside them. “If you value the survival of your world, then you will have to trust us.”

With the Ultramarine Captain’s interjection, the conversation died and the remainder of the trip was spent in sullen silence. Shining fumed inwardly, cursing fate for thrusting this crisis upon him.

Within minutes, the group reached entrance to the Canterlot Royal Palace, miraculously unblemished by Tyranid corpses. Sweeping golden arches framed the gleaming portcullis, which were currently raised to accommodate the flood of refugees pouring towards them. The few Royal Guards stationed at the entrance struggled to make themselves heard among the crowd, but they were lost in the tide of desperate ponies trying to escape the violence in the city.

“Citizens! Please, enter in an orderly fashion!” one pegasus stallion barked, but to no avail.

“Get out of my way!”

“Those things are right behind us!”

Chaos ensued. The well-dressed members of Canterlot’s elite devolved into an angry, thrashing mob of top hats, monocles, and bow ties as everypony tried to force their way past each other and the Royal Guards, who were clearly on the verge of resorting to more direct methods of crowd control. One burly earth pony guard locked his shield forward and began pushing outward, forcing the crowd back step by step, trampling each other all the way.

“Just brilliant,” Stormcaller muttered as he cantered forward in a futile attempt to instigate order. But as he approached the mob, parade-ground voice primed, he was halted by Sicarius’s raised hand.

“Dannelos, Meldius,” he voxed the two Stormtalons. “We’ve got some local colour happening. A grand entrance would not go amiss.”

Lacking a vox-link, Shining was even further confused by Sicarius’s apparent refusal to intervene and break up the brewing riot, but before he could voice this confusion, a whooshing sound filled the air, bringing a hush over the mob. His attempts to locate the source of the sound were useless; the echoing between buildings made it seem to come from every direction at once.

“What in Tartarus…” he asked, slowly raising his crossbow before Sidewinder tapped him on the shoulder.

“Oh, you’re gonna love this,” the pegasus captain replied, grinning with giddy anticipation.

The pervading whooshing, which had been growing steadily louder over the past few seconds, became a low roar. A swirling wind abruptly picked up, causing Shining’s mane to whip crazily around his head, several top hats to bid their owners bon voyage, and most impressively, it caused Sicarius’s massive crimson cape to billow behind him awesomely.

Finally, the source of the sound revealed itself to be the two Ultramarine Stormtalon Gunships, both flying low over the streets, turbines whining shrilly. The two boxy craft glided overhead and came to a halt directly above the gates, where the crowd of awestruck ponies stared in trepidation.

“Attention citizens,” Dannelos’s voice crackled over his gunship’s external speakers. “Clear the gates and line up in an orderly manner. You will all get inside much faster if you remain calm.”

Glad he’s here instead of Marcellus, Rainbow Dash thought. He’d probably start punting ponies over the wall.

Stunned into submission, the mob parted and began forming somewhat orderly lines, not even daring to whisper. Taking this as his cue, Sicarius strode forward, his armoured legs eating up the distance while the ponies ran to keep up.

The sudden appearance of the resplendent Ultramarine Captain stunned the crowd yet again, and the masses began buzzing with confusion, contradictions, and conspiracy theories.

“What is that thing?”

“Why isn’t it killing us yet?”
“I knew it! This is what we get for ignoring the Diamond Dogs!”

“Can’s say I agree with his fashion sense…”

Ignoring these mutterings, Sicarius strode through the gates, the guardsponies giving him and his squad a wide berth.

Inside the palace grounds was a prime example of organized chaos. Dozens of refugees choked pathways and gardens, waiting for something to happen. The woefully inadequate squad of guardsponies assigned to deal with the sudden influx of refugees to the palace scrambled about, trying to find accommodations, food, and medical aid for everypony.

As the group drew nearer to the makeshift refugee camp, Shining got a closer look at the massed survivors. Dirty and injured, they huddled in small groups, trying desperately to treat wounds or calm wailing foals.

But the worst part was their eyes. The childrens’ darted back and forth in confusion or excitement, but the looks in the eyes of the elder ponies were dead, without hope. All the spark seemed to have vanished, leaving their gazes hollow and blank. The last pony Shining had seen with such hopeless, defeated eyes had been Private Windy Fields. He suppressed a shudder at that memory.

“Shining!”

His mood instantly improved at the sound of his wife’s voice. He whirled around just in time for Cadance to wrap him into a crushing hug.

“I heard the explosion all the way from the palace! What happened?” she scolded, though her eyes bore no anger.

Returning her hug, Shining chuckled. “It’s kind of a long story.”

While her brother tried to explain the two opposing alien invasions, Twilight galloped toward Princess Celestia, who conversed urgently with several Royal Guards.

One earth pony lieutenant pointed urgently at a floor plan of the Royal Palace. “… swarm broke through the windows in the library, but we managed to get the doors shut and seal them inside.”

“Any deaths?”

“Two, your highness. More than I can say for the rest of us. Casualty reports are still coming in, but we’re looking at almost sixty percent, and we haven’t even included civilians yet.”

As Twilight approached her mentor, she heard her sniffle involuntarily. “Thank you, Lieutenant,” she said quietly, her voice breaking slightly. “I-I would like some time alone.” With a quick salute, the guardspony trotted off.

Twilight walked up behind the elegant white alicorn. “Princess?” she asked gently. “Are you alright?”

Celestia turned, and Twilight could see her answer in her expression, plain as if she had written it on her forehead. The princess’s eyes were brimming with barely suppressed tears, and her ethereally undulating mane seemed uncharacteristically sluggish, fading gradually into a subdued pinkish colour it possessed at night.

Without a word, Twilight rushed up to her and hugged her gently around the forelegs. The two of them stood as Celestia let the horrors of the day wash over her, letting silent tears trickle gently down her face.

Finally, Celestia’s gentle sniffling subsided and she gratefully nuzzled Twilight. “Thank you, Twilight.”

“Everything’s happening so fast, Princess.”

“I know,” she replied sadly, looking out over the refugee camp. “I don’t know how I’ll deal with this.”

“I don’t know either.” Twilight craned her neck to look Celestia in the eye. “But we just will. We made it through Nightmare Moon, Discord, and the Changelings. We’ll get through this.”

Celestia smiled sadly and hugged her student. “You’ve grown up so much since I’ve known you, Twilight. Just when I think you can’t learn any more you always find a way to impress me.”

“Oh, don’t worry, Princess. I’ll probably just have a nervous breakdown later.”

“I don’t doubt it,” Spike muttered to himself from his seat atop a nearby suitcase.

As the Ultramarines strode through the crowd, heads turned, conversations fell silent, and everywhere ponies backed away nervously, eyeing their massive weapons warily.

Emperor, Sicarius thought as yet another bedraggled pony squeaked in fear and darted out of his sight. And I thought human civilians were bad. “Apothecary. See to the wounded.”

“You certainly know how to make an impression,” Stormcaller muttered as Venatio left in search of victims for his enormous syringes. “The question is if it’s a good one.”

“Captain.” The unicorn turned to see Sicarius sheathing his sword. “Inform your Princess that we have rescued the civilians. We shall not remain here long.”

“What? You’re leaving?” Stormcaller’s outburst caught the eyes and ears of several refugees and guardsponies, who slowly began forming an audience. “But… you can’t go yet! At least not without saying something.” Dull murmurs of assent rippled through the crowd, whose initial fear of the armoured colossus in their midst seemed to be fading in favour of curiosity.

“Yeah!” an earth pony burst out. “You guys are big heroes!”

“We should hold a parade in your honour!”

“I get to drive the float!”

“And I’ll be in charge of confetti!” Just as the pegasus finished speaking, a hail of brightly coloured paper rained from the sky, seemingly out of nowhere. Everybody spun in confusion, while Rainbow Dash and Spike spared a knowing glance at each other.

The sudden shift from mistrust to gratitude caught Sicarius off guard. Space Marines were the heroes from every Imperial child’s bedtime stories, but they were just as terrifying, if not more so, than the very enemies that they fought. Any gratitude shown to them by Imperial citizens was overshadowed by fear.

Sicarius found their thanks rather unnerving, and that annoyed him. “We are warriors, not celebrities.”

The unicorn captain looked crestfallen. “If you won’t stay for them, at least meet with the General and the Princess. We need to make a plan to survive this invasion.”

“Impertinent xeno!” Heads spun and subsequently ducked as Champion Prabian advanced towards Stormcaller, hand on his sword. “We do not answer to you! You live only because we share a common foe.”

“Control yourself, brother,” Sicarius muttered over the vox-link. “It would be wise to keep our allies informed of our strategies.”

“Cato, why? Why must we waste time and resources defending xenos?”

Emperor damn this. “I do not know, Gaius. But I need the 2nd to trust me, now more than ever.”

“We have stood together as brothers for years,” Prabian said. “Never doubt for a moment that I trust you. But I fear Sergeant Marcellus may need more convincing than I do.”

To the ponies watching, Sicarius and Prabian seemed to have just engaged in the most deadlocked staring contest in existence, owing to the fact that helmets could not blink. Everypony breathed a sigh of relief when the Champion backed down.

“I will meet with the Princess to discuss our next course of action,” Sicarius said, and switched to his vox-system. “Sergeant Tirian, meet me in the entrance hall and prepare a vox-link to Techmarine Maxilos. We will be forming a plan of action.”

“Great!” Phew, Stormcaller thought. That could’ve ended badly. “She holds important meetings in the council chamber. Any of the guardsponies can take you there. I’ll let the Guard commanders and the Princess know.” Amazed at his good fortune, the unicorn galloped off.

With a deft use of her telekinesis, Rarity carefully applied a bandage to a young filly’s neck, insulating the weeping gash there from further infection. Wiping her hooves on a rag, she smiled kindly at the small teal pony. “There, that wasn’t so bad, was it?”

“Thank you, Miss Rarity,” the filly said with a shy smile. Her parents smiled gratefully.

“You’re quite welcome.” Rarity stood up from her crouching position and ran her gaze over the crowd. “Does anypony else need assistance?” Several hooves shot up, and Rarity headed for the nearest, which belonged to a pegasus with a broken wing. His vision obscured by a heap of bandages in his arms, Spike tottered after her, trying not to get tangled.

As soon as Rarity had seen the pain and suffering that these ponies endured, her squeamishness instantly vanished, replaced by concern. Joining the beleaguered Royal Guard medics, she had gotten down to business doing anything she could to help. While no trained medic herself, her aid was very welcome.

“You truly are the Element of Generosity,” an elderly unicorn said, observing her patching up some claw marks.

“She’s the most beautiful, most generous unicorn in all of Equestria!” Spike proclaimed reverently, but his words fell on no-longer-present ears, as the mare he was praising had trotted off to help somepony else. “I’m coming, Rarity!”

After a few minutes of navigating bedrolls, tents, and digging himself out from a pile of his own dropped bandages, Spike finally caught up with the pony of his dreams. “Rarity, I-” He fell silent at the sight before him.

“Help!” a pegasus screamed at Rarity, who looked absolutely bewildered.

“I…I…” she stammered. Lying at her hooves was another pegasus who shook with hacking coughs, flecks of blood flying from his muzzle.

“Do something!” the nearby pegasus mare screeched.

“I- I don’t know!” Rarity looked around desperately for somepony, anypony who could help. “Help!”

Spike stared in horror as the pony’s convulsions slowed as if he were submerged in mud. Eventually his ragged breathing ceased and he gave one last agonized look upward before his eyes rolled back and went limp against the ground.

“No.” The panicked pegasus’s voice was soft with shock. “No…” She collapsed onto her knees and began sobbing softly.

He was just alive… Rarity thought, staring blankly at the fresh corpse. He was just alive… Finally the horror of her situation caught up and she teetered, toppling over with a faint whimper.

Unexpectedly, smooth scales rather than cobblestone broke her fall. Spike had dashed forward and was struggling to support her weight, but he bore a warm, reassuring smile all the same.

“Thank you, Spike,” she whispered, allowing the young dragon to ease her exhausted body to the ground. She looked back at the pony who had died inches in front of her. “I… was supposed to… help him.” Her eyes welled up with tears of grief for somepony she did not even know. “I was supposed to help him and I couldn’t! He died because I was too frightened!” She broke down, her tears leaving discoloured streaks down the fur of her face.

A strange, unfamiliar-yet-familiar sensation ran through her mane, gently massaging her head, not quite unlike a hairbrush. Glancing up revealed the source of the feeling to be Spike, who was soothingly running a claw through her mane.

The pair of them sat there for a minute, Spike continuing his strokes and Rarity gradually controlling her tears. With a shaky breath, she wiped her eyes and stood back up.

“Oh, Spike,” she said with a smile. “You’re always eager to help.” Spike blushed at the compliment.

Rarity turned back to the pegasus mare, who was crying over her erstwhile companion. “Are you going to be alright?” she asked quietly, placing a hoof over the distraught pony’s.

She gave a sniffle and looked up with red-rimmed eyes. “No… I won’t be… but thank you. I… just need some time alone. With him.” Rarity gave a nod of understanding and walked away, Spike following close behind.

They continued their rounds, lending help wherever possible. Sadly, they came across several more dead or dying ponies, whom they did their best to comfort in their final moments.

Eventually their path lead them to the towering golden doors into the palace itself, where a full squad of guardsponies stood, nervously scanning the skies for further attacks. Medics came and went, bearing stretchers laden with the most critical cases.

“Miss Rarity?” The pair turned to see Captain Sidewinder approaching. “Princess Celestia has called for a meeting with the guard commanders, nobles, and you four. Everypony will be meeting in the council chambers.”

“Thank you, Captain,” Rarity replied and walked towards the doors. Pockmarks from Tyranid weapons marred their intricately carved patterns, and alien blood intermixed with that of fallen guardsponies across its formerly pristine, gleaming surface. Such beauty, only to be destroyed in seconds.

Rarity’s head swiveled around to look across the palace grounds once again, where a vast mulitcoloured quilt of ponies lay, frayed, stained, and scarred from the horrors that they had witnessed.

“So many of them…” she said. “Even with the Ultramarines here, so many of them are hurt, or…” she could not bring herself to finish the sentence. “What can we do?”

The courts of a planetary government, Sicarius thought as he entered the council chamber, flanked by Prabian and Sergeant Tirian. You will never find a more wretched hive of scum and villainy.

The high-ceilinged room was a prime example of one of the many such chambers that Sicarius had seen during his long career as an Ultramarine. Crystalline chandeliers glittered from their chains, and a long, ornately-carved table extended almost the length of the room. Marble statues of rearing alicorns lined the walls alongside banners featuring twin icons of a blazing sun and an almost-full moon.

It seems that ponies are no different when it comes to self-aggrandizement, Sicarius thought disdainfully.

“What on earth?” The outburst and several cries of shock drew Sicarius’s attention from the room’s opulence to the collection of ponies seated around the table, all of whom stared in horror at the three Ultramarines.

“Everypony, please calm down!” Princess Celestia strode in quickly behind the three armoured giants. “The Ultramarines are not our enemies.”

“Not… what?” The group parted slightly to reveal Prince Blueblood, cowering at the back. “Princess, have you lost your mind?”

“Prince Blueblood, please,” Celestia said desperately. “They are not a threat.”

“Just look at them!” the blond unicorn continued. “They’re aliens! How can they not want to destroy us all?”

“The temptation is strong,” Tirian remarked wryly over the vox. “Especially now that we have met you.”

Sicarius switched his helmet speakers back on. “I shall make this very clear,” he said, metallic voice crackling through the room. “If we wanted you destroyed, we would have leveled this world from orbit.”

A collection of gulps, swoons, and muttered prayers swept through the group of nobles. Blueblood looked about to speak, but his words shriveled and died in his throat.

“Who are you?” he whispered, when his voice had finally returned.

“We…” Sicarius said as he reached up. With several clicks and the hiss of escaping air, he lifted his helmet from his head, eliciting further gasps of surprise from the nobles. “…are the Ultramarines.”

If the palace exterior could be described as chaos, then its interior could only be a machination of Discord. Doctors and medics galloped back and forth carrying supplies and stretchers through the crowd. Pegasi took to the air to escape the commotion, but this only resulted in airborne congestion that would have left Cloudsdale air traffic controllers in need of padded cells. A pair of pegasi medics carrying a unicorn on a stretcher swerved violently to dodge a statue, only to end up tangled in a massive set of drapes.

“Gaaahh! Get me out of here!”

“Yah! Whose hoof was that?”

“Mmph, mmph, mmph!”

With a tearing sound, one of the pegasi managed to extricate himself from the velvety prison. His partner flopped down beside him on the freezing tiles, and they both lay there panting.

“Hey Suture?”

“Yeah Forceps?”

“Is that our patient dangling by his tail from the curtains?”

Among these disheveled, bloodstained ponies clogging the palace halls, Rarity and Spike fit in perfectly.

“Uh, sir?” Spike tried to attract the attention of any passing guardspony. “Could you tell me where…”

“Excuse me? Do you know where…”

“Can you show me…”

This kind of job requires a lady’s touch, Rarity thought as she smoothed her mane with a hoof. “Oh, excuse me sir?” she said endearingly to a nearby guardspony. “I’ve been looking forever, and I simply can’t find the council chambers.” She batted her eyelashes. “Would you be so kind as to direct me there?”

“Oh, uh… sure!” the colt said, blushing furiously as he pointed a hoof towards another hallway. “Right down that hall and to the left.”

“Thank you so much,” she replied, flashing a smile that produced wobbly knees in the guardspony and jealousy from Spike.

The duo squeezed their way through the crowd towards the indicated passage, which led into a separate wing of the palace. Refugees lined the walls, but thankfully were not wedged shoulder to shoulder. Elegant paintings lined the walls, featuring gorgeous landscapes, royalty new and old, and even an elaborate work of Princess Celestia atop the highest tower of Canterlot, her horn aglow with solar flare as she raised the sun.

“Such beauty!” she admired. “Oh, if I only had more time here I could… what’s happening?”

While she delighted in the artistry, quite a commotion had sprung up at the end of the hallway, where a cluster of ponies appeared to be mobbing a shattered window.

“What is it?”

“Is it dead?”

“Can I poke it?”

With a none-too-gentle shove, an earth pony guard forced the inquisitive ponies back. “Move along, nothing to see here,” he growled.

“Uh, then what’s that?” Spike pointed a claw.

At the foot of the windowsill lay the corpse of a Tyranid Gargoyle, bat-like wings shredded from the shards of splintered glass. Even in death its flesh still bore an oily, slippery look, and its bloodied maw had lost none of its malice.

“Oh, my.” Rarity quickly trotted up to the guardspony. “Sir, get everypony away from that thing!”

“Ma’am, please back away.”

“No, you need to get away!” Rarity implored. “I’ve seen things like these in Ponyville! It’s probably just waiting for a chance to attack!”

“Ma’am, the amount of blood that thing has lost, there’s no way in Tartarus it’s getting back up.”

His smug expression disappeared in an instant, along with a large portion of his face as a glob of acid splashed across his muzzle. Clasping both hooves to his face, he collapsed and writhed in pain as the hissing liquid voraciously ate through his fur and skin.

The now-awake Gargoyle flopped about on its stumpy rear limbs, skidding on the tiles slick with its own blood. With a flap of its lacerated wings it pounced upward and made a beeline for the stricken guardspony.

“NO!” Rarity screamed as she shot forward, determined to do anything to keep one more pony alive. But she knew it was too late.

A sudden thwack and whizzing sound rang out, and the Gargoyle flew back to smack against the wall, where it remained pinned by a steel bolt lodged neatly in its skull.

Another loud click echoed in the terrified silence of the hallway. Rarity turned to see another guardspony, this one a unicorn with a familiar azure mustache.

“Fancy Pants?” she asked, not believing her own eyes.

“Ah, Miss Rarity!” The white unicorn beamed at her and lowered his hovering crossbow. “Pleasure to see you again!” He shot an uncharacteristically dangerous glare at the transfixed Tyranid, which still gave a few post-mortem twitches. “Though I wish it could be under better circumstances.” Cantering up to the window, he surveyed the airspace. “Most likely a straggler. Nurse, my dear? Would you see to Private Pine?”

Rarity was already considering pinching herself when Fleur de Lis, fashion model and wife of Fancy Pants, trotted out from behind him wearing a white coat and carrying a doctor’s bag.

“Everypony, if you would please keep to your designated areas.” Fancy Pants’ classy voice seemed painfully out of place coming from an armoured guardspony. “We don’t know if there are any more of these things about.”

Rarity was still in shock, trying to wrap her mind around the fact that Fancy Pants and Fleur de Lis, two of the wealthiest and most well-connected ponies in all of Equestria, were currently wearing the golden armour of the Royal Guard and bloodstained doctor’s scrubs respectively. And she still managed to make it look fashionable!

“I served with the Royal Guard for a decade early in my career,” he said, anticipating her question. “First Lieutenant Fancy Pants, before I was injured by the Diamond Dogs and discharged.”

“And I was a nurse before I became a fashion model,” Fleur added, rinsing the acid from Pine’s face.

“I daresay before this is over we’ll need every able-bodied pony we can find,” Fancy Pants said solemnly. “Might I ask what you and your young companion are doing here?”

“Oh!” Rarity stammered, still mentally reeling. “We were on our way to the council chamber. Princess Celestia is holding a meeting there for the Guard officers, nobles, and…” she gulped, not sure how to break the news. “…and the Ultramarines.”

“Ah,” Fancy Pants said in understanding. “So that’s who our new friends are. It would seem that we owe them our survival.”

Rarity tittered nervously, surprised at his lack of surprise over the Ultramarines. “I believe… friends is a bit of a strong word.”

“Strong word?” Fancy Pants laughed. “They showed up out of the blue and saved all of Canterlot. In my book, that makes them friends.” He glanced at Fleur, who had just finished applying bandages to Private Pine’s face. “Allow me, my dear.” His horn ignited with a magical aura and the injured earth pony levitated alongside him. “I shall accompany you and your friend to the meeting. And I would very much like to meet these ‘Ultramarines’ so I can thank them in person.”

Well… Rarity thought, unable to produce anything to discourage him. Let’s hope the Captain is in a good mood.

Sicarius was not in a good mood.

Still, aside from the fact that he was essentially lecturing a herd of politicians and bureaucrats on the 2nd Company’s arrival in Equestria, things were going quite well.

I suppose I should be thankful that Sergeant Marcellus is not here.

“…so you decided to show up and help us out of compassion?” Prince Blueblood said, his pretentious tone tempting Sicarius’s trigger finger yet again. “Highly suspect, if you ask me.”

“Which is exactly why we are not asking you,” Sergeant Tirian snarked, causing the pompous stallion to flush red with indignation.

“…worst possible time for this to happen.”

“Can we even afford to train additional soldiers?”

“What about the Crystal Empire?”

While the nobles argued in vain with the Ultramarines, Rarity and Spike walked into the high-ceilinged room, where Twilight, Rainbow, and Shining greeted them happily.

“What took you so long?” Rainbow ribbed good-naturedly. Spike facepalmed at her ignorant insensitivity.

“We were assisting the Guard doctors with the injured,” Rarity said. She was about to continue, but her breath kept catching in her throat. “And I-I… I’d rather not talk about it.”

Rainbow looked about to pressure her for more details, but Spike’s glare dissuaded her.

“Anyway,” Twilight said, trying to change the subject. “Sicarius is arguing with Prince Blueblood.” Her distaste for the stallion was clearly evident in her tone. “For a prince, he knows next to nothing about actual politics.”

“We’re all very good at faking things that we have no competence with,” Fancy Pants said, having parted with Fleur at the door and joined the group.

“Returning to my original point,” Sicarius said, a touch of anger evident in his tone. “We are here to exact vengeance upon the Tyranids. You ponies are not our enemy.” For the moment.

None of the nobles looked pleased with his words, and many looked about to protest even further. Audacious fools, Sicarius thought.

Shining Armour cleared his throat. “All right everypony, the purpose of this meeting was supposed to be discussing strategy, not to question our allies’ motives.” He drew himself up to full height, standing a few good inches over the nobles. “As General of the Equestrian Royal Guard, I am hereby declaring martial law. All of you will now answer to me.” He glanced over at Princess Celestia, who nodded solemnly, thus crushing any hopes the nobles had of appealing to her. “Captain?”

Finally, another pony who seems to have a functioning brain. “Sergeant. Do you have contact with Maxilos?”

“Yes, Captain. The Techmarine, Epistolary, Ancient Maccabeus, and the squad leaders are ready.”

“Excellent. Deploy servo-skulls.”

M41.996 19:24 Ponyville Town Square

They’re skulls.

Yet another horror from another world drifted past Fluttershy’s head to hover in midair in formation with several of its compatriots. Five of the macabre objects arrayed themselves about the group of Ultramarines and ponies consisting of Maxilos, Argus, Marcellus, Maccabeus, Darius, Captain Mason, Pinkie Pie, and herself. Around a dozen other ponies stood in the background, eyeing the bizarre machines warily.

“Okay, even I find that a bit creepy,” Lyra commented to Bon Bon.

Fluttershy had almost ended up catatonic after one of the skulls had brushed past her mane. Though initially startled from the sudden contact, she rapidly became horrified once one halted beside the helmetless Sergeant Darius.

Those… used to be somebody’s… head.

Whoever owned the skull had obviously been dead for quite some time, as the bone was yellowed and bleached. Its entire left side was taken up by a collection of machine parts, including several tentacle-like manipulator arms on its undercarriage, and most distinctly, a massive, glowing red lens where its left eye used to be.

Her contemplation of the strange fusion of bone and technology was cut short when a bright arc of red light shone from its eye, sweeping up and down the group.

“Ooh, pictures!” Pinkie bounced about excitedly, as usual. “Here! This is my good side!”

While the first five skulls continued shining their vivid red beams, a sixth levitated out from behind Maxilos to position itself further away. Rather than the scanning motions of its fellows, it projected a circular field of light, bathing the pavement before it in a pale, sea-green luminescence.

“Dude, that is awesome,” Vinyl Scratch commented to Caramel while they watched. “Spider-robot-alien over there needs to do the lights for one of my gigs.”

“It seems almost a magic trick,” Zecora mused. “Even if not, it’s pretty slick.”

Motes of dust flitted about under the stream of green like fireflies, and soon began swirling in a solid, ordered formation. They gradually coalesced, forming several hazy outlines. Familiar, quadrupedal and bipedal outlines.

Fluttershy squinted, trying to make out two outlines that had just entered, one of which looked like an armoured stallion, and the other possessing the last vestiges of an elegantly styled mane.

“It’s…”

M41.996 19:26 Canterlot Council Chamber

“…Fluttershy!” Rarity exclaimed happily at the sight of her dear friend. “You’re… green.”

“So are you Rarity!” Pinkie said, prompting the unicorn to frantically search herself for any verdant stains. “I’ve missed you girls so much even though you’ve only been gone for a little while but it felt like way longer because of all the big fights happening around here did you get my confetti I thought I was supposed to be the one in charge of confetti when are you going to be back?”

Sergeant Tirian fiddled with a control unit. “There must be a problem with the vox-link. I cannot understand a word she is saying.”

Twilight, Rainbow, Rarity, and Spike shared a knowing look, while everybody else simply looked confused.

“’Tia!” Luna cried, relieved to see her sister.

“Aunt Luna!” Prince Blueblood forced his way into the hologram. “What in the world is going on here? Why has everypony but me been informed of this?”

You could’ve tried paying attention, Rarity thought, shooting an angry little look at the prince.

On the Ponyville end of the hologram, Pinkie stifled giggles at Blueblood, who had no way of noticing that his entire left side was cut out of the image.

“Captain.” Maccabeus stood in the background, nothing of him showing except his stumpy legs. “You wished to discuss strategy?”

“Yes, Ancient.” Sicarius stepped forward into the foreground of the hologram. “As I have explained, a flotilla of four Tyranid bio-ships entered this star system and took shelter on the dark side of your moon. Due to their malnourished state, we were able to destroy one and forced the others to flee. Unfortunately, their next course of action was to enter this world’s atmosphere, thus trapping themselves here.”

“Trapping them?” Celestia asked. “They cannot leave Equestria?”

“Tyranid spacecraft are not evolved to function within an atmosphere, as they lack ablative shielding,” Maxilos added. “Evidence from previous engagements substantiates that attempted planetfall by Kraken-class vessels and lower is considered a desperation move, causing a minimum of sixty-eight point seven-nine percent of their outer carapace, along with…”

“I think you have competition, Twiley,” Shining said to his sister, who glowered slightly.

“Wait…” Blueblood furrowed his brow, before a horrified look of realization spread across his face. “You chased them here!” He waved a hoof imploringly at the assembled nobles. “It’s their fault we’re under attack in the first place!”

“I completely respect your opinion.”

Fluttershy yelped at the deep, rasping voice, which had come from directly beside her. Picking herself up, she turned to see the mountainous, armoured form of Sergeant Marcellus.

Blueblood was slightly surprised, but managed to hide it behind a self-righteous expression. “Well, it’s high time somepony-”

“As long as you keep it to yourself,” the Terminator snarled. The prince stuttered and backed down, looking thoroughly cowed. Many of the nobles suppressed smiles of approval.

“We tracked two Kraken as they landed,” Sicarius continued. “One crashed near the western edge of the forest bordering Ponyville.” At the wave of his hand, another servo-skull floated forward to project a map of Equestria, where two red lights flashed.

“It is from this craft that the Tyranids have been launching these attacks, and they will continue to do so until it has been destroyed.” The image zoomed in to show Ponyville and the Everfree, where one of the lights indicated the xenos’ landing site.

“What about the third one?” Mason asked. “If we’ve got a third load of these things unaccounted for, it could show up when we least expect it.”

The Ultramarines were silent for a moment. Awkwardly silent.

“Seems you’re not as infallible as you’d like us to believe,” Blueblood said smugly, glad for an ego boost.

“The final craft was the hive ship,” Maxilos said. “Without any data, I am limited in my predictions. It may have burned up upon entering the atmosphere, or more likely, it could have survived.”

“Whatever its fate, we cannot worry about it now,” Sicarius said. “Our priority should be eliminating the nearest Kraken.”

“Captain, we should simply use the Revenge’s cannons and level the forest from orbit,” Marcellus said eagerly.

“Level the forest?” Fluttershy’s voice was whisper-soft, but everypony heard it perfectly. “But… all the animals…”

“More importantly, the Everfree is right next to Ponyville,” Captain Mason added. “What if you miss?”

Though nobody could see beneath his helmet, Marcellus grinned wickedly. “I won’t.”

“That is a severe risk,” Sicarius said.

Silence.

Let us end this all, Marcellus thought, powerfist flexing in anticipation.

“Heh heh…” Rainbow turned to Twilight, unconvincing bravado evident on her face. “Bomb Equestria from space… he’s not going to… he wouldn’t… would he?” Her expression became nervous. “He won’t, will he?” Twilight simply stared at the Captain, eyes shining with fearful anticipation.

“One that I am not willing to take.”

Collective sighs echoed all around. Spike unlatched his fingers from Rarity’s foreleg, unaware that he had unconsciously grasped it. Rarity had not objected.

“What?” Anypony could have sworn that the evil red glow from his helmet lenses flared brighter for a moment.

“Sergeant, we have had this argument before, and I do not wish to belabour the point.”

With an angry growl, Marcellus swung around and slunk back, cuing further sighs of relief.

“Wow what is his problem?” Pinkie said, scratching her head. “I mean he’s always angry, all the time! Even Cranky Doodle Donkey wasn’t this bad, and now he’s not Cranky anymore!”

“As I said, bombarding the forest from orbit carries too great of a risk,” Sicarius said. “And there is no guarantee that it would fully eliminate the entire Tyranid presence.” A carpet of red lights flickered across the green field of the forest. “They will have already expanded rapidly.”

“What do you mean?” Shining Armour asked.

Sicarius sighed, preparing to divulge yet another horror to the ponies. “In the Imperium, Tyranids are often known as the Great Devourer for their method of propagating. Techmarine?”

Maxilos flipped a control, projecting another series of images. Grainy images of Tyranid hive-ships, Kraken, and examples of disgusting bio-structures cycled by one-by-one.

Fluttershy flinched at several of the images, one of which featured a leaping, slashing Lictor. Why does an animal need to be so dangerous?

“Every variation of xenomorph you see here is, at its core, a Tyranid,” Sicarius said, gesturing towards some Rippers, a Warrior, and a Carnifex in turn. “They are all one species, evolved solely for the purpose of consuming all in the path of the Hive Mind. It cares not for the lives of individual warriors, and will sacrifice them by the millions if it achieves victory.” The hologram shifted to an image of a spiral galaxy, upon which hundreds of tiny golden aquila symbols marked Imperial worlds. Before anypony could comment, tendrils of purple crept across the galaxy, creeping and branching like ivy vines, entrapping dozens of the golden aquilae.

“Is that…” Luna began, still trying to grasp the staggering immensity of the Imperium.

“The Imperium of Man,” Argus stated. “A simplified representation, but suitable for our explanation. Those purple markings you see are tendrils of the Tyranid Hive Fleets. The Tyranids attacking your world are a splinter of Hive Fleet Behemoth, which was the first to invade our galaxy.”

“’Was’ the first to invade?” Fancy Pants asked. “What happened to it?”

“We wiped it out.” Fluttershy jumped at the venom in Maccabeus’s voice, having never heard him openly express anger. “They invaded Ultramar, and they paid in blood.”

“It was not without a cost, however.” Argus bowed his head, and his brothers did the same. “Almost two hundred Ultramarines died in that battle, and virtually all worlds in Behemoth’s path were consumed.” One by one, tiny golden symbols winked out, swallowed by the sea of dark purple around them.

“The fleet invading your world is nowhere near the strength of a full Hive Fleet,” Sicarius continued, allaying the ponies’ worried expressions to a degree. “The craft were malnourished, and fleeing our wrath. Still, with the biomass provided by consuming the forest will allow this ship…” The map projection returned, highlighting the Kraken in the Everfree. “… to quickly return to full strength and continue launching attacks.”

“Consuming the forest?” Twilight cocked her head sideways in confusion. “How does food allow them to reproduce?”

“Tyranids do not conform to the human or equine models of reproduction,” Maxilos droned, and displayed another image, this one of a bubbling digestion pool. “Any organic matter can be processed by external gastrointestinal systems and fed into bio-ships for the production of further combat forms. Taking into account the fact that the two Kraken were forced into atmospheric reentry, they will be incapable of future space travel and will thus commence a variation upon traditional planetary assimilation.”

“Whatever that’s supposed to mean,” Rainbow muttered, earning ireful looks from several, mainly the Guard commanders. “What? I seriously can’t understand half of what this guys says.”

Sidewinder gave a sheepish shrug. “Okay, well… I could use an explanation too.”

“Assimilation.” Shining spoke the word as a simple fact. “They’re not just here to kill us and take over our world. They’re here to… consume it.”

Fluttershy’s mind whirred with activity, all of her knowledge of animals struggling to find an explanation for the Tyranids.

Rarity gasped quietly. “Why?” she asked, her voice barely a whisper. “What kind of animal tries to corrupt everything it comes across?”

“Because they’re not animals.” The shy pegasus’s words were soft, but held a surprising conviction. “Animals live in balance with nature. They don’t try to change anything about the world, they just live in it.”

“How very fascinating,” Marcellus drawled acidly. “Animals or not, they die to bolter fire all the same.”

“They’re not animals,” Fluttershy repeated. “They’re a virus. Everything they touch, they infect and use to multiply. They remake everything in their own image. And when they’ve finished, they leave nothing behind.”

Everybody remained silent, even Marcellus, who was undoubtedly scouring his mind for a bitingly sarcastic remark.

“That was very profound, Fluttershy,” Rarity said, earning nods and murmurs of assent from everybody, including several of the Ultramarines.

“As we have explained, the Tyranids will suck this world dry if we do not stop them,” Sicarius said, waving away all the holograms except the map. “I do have a plan for dealing with the most immediate threat.”

“If it’s military matters you want, then you should be listening to our Guard commanders,” Blueblood said with the air of a sullen foal.

“And what do they know of war?” Marcellus snapped. “Beyond prancing about in their ceremonial armour, what have they done to protect you?”

Mason looked infuriated at the Terminator’s insult, and almost everypony was shocked at his inconsiderateness. “Just because we don’t have fancy blue armour…” he muttered.

“Prince Blueblood, the Ultramarines obviously have much greater knowledge of the Tyranids than we do,” Shining explained. “And you haven’t seen them in action. Just ten of them blew through the entire city with no casualties. If it means staying alive, I’ll happily relinquish authority to Captain Sicarius.” Blueblood deflated like a punctured inner tube and flopped into his seat, out of things to complain about.

“We tracked the first Kraken as it neared the surface, but its exact location is unknown,” Sicarius said. “For all we know, the Tyranids could have abandoned it. A recon force will ascertain the nature of our foe tonight. Epistolary, you will lead Darius’s and Vorolanus’s squads into the forest locate the ship and scout their defences.”

“I’ll prepare my squad, Captain,” Darius said, clasping one fist to his chestplate.

“Captain?” Luna interrupted. “If thou requires stealth, we offer the aid of our Night Guard. They art specially trained for missions of this nature.”

At Sicarius’s nod, Shining headed for the door. “I’ll alert Lieutenant Starlight. She’ll meet us where the Ultramarines landed.”

“If that is all, then we shall leave.” Sicarius replaced his helmet and spun to the doors, Tirian and Prabian close behind. With a buzz, the hologram of Ponyville vanished, servo-skulls nestling into the Devastator’s backpack. The Guard commanders, Element Bearers, and nobles followed until only Celestia and Blueblood remained.

“Aunt Celestia, I-”

The white alicorn sighed as she walked towards the door. “Blueblood, I don’t know how long this war will last, but everypony must be willing to work together.” She stared him intently in the eyes. “You need to be the prince that Equestria needs.” With those words, she left, leaving the prince alone with his thoughts.

He remained silent for a few minutes, his aunt’s final words to him echoing through his mind.

“The prince Equestria needs.”

Chatter. Incessant, hushed chatter. The kind that permeated every inch of space within somepony’s head but remained stubbornly unintelligible. All voices became one muted, omnipresent drone that muffled all other sound better than fifty cotton balls in an ear.

To put it mildly, Lieutenant Starlight was not having a good day. True to their name, Equestria’s Night Guards operated primarily at night, and most Night Guardsponies had adopted nocturnal sleeping habits as a result. Luna had placed the Night Guard on full alert since discovering the space distortion the previous day, and none of them had slept much since then.

The bat-winged mare stifled a third yawn in under a minute as she stood sentry over the entrance to one of the palace’s several banquet halls, within which dozens of ponies lined up to receive their emergency rations.

“You three,” she barked at a trio of suspicious-looking ponies trying to slip forward in line. “No cuts on my watch.” Despite Starlight’s comparatively small stature, her veined bat wings, golden slits for irises, and baroque armour had their intended effect. The three ponies dispersed immediately.

“Ugh.” The pegasus mare snorted and returned to her post to see a large white stallion with purple-and-gold armour waiting for her.

“General!” she said, snapping a salute.

“Lieutenant Starlight, I have a new assignment for you. Are you and your squad up for it?”

“Sir, my Night Guards are ready to take the fight to those lousy aliens.” She stamped a hoof and grinned devilishly. Finally, something to do! “What’s our mission?”

“I shall handle the briefing.” Starlight’s eyes went wide as she came face-to-face, or more accurately, face-to-greaves, with Captain Sicarius.

“Oh, I don’t get paid enough for this.”

Trixie eased her way through the crowd, praying that nopony would recognize her. Unfortunately the time she had spent trying to clear her bad reputation had been for nought; almost everypony she ran into remembered her.

“Stuck-up little mule.”

Just keep walking.

“Thinks she’s better than us?”

Everypony always says ignoring them makes them lose interest. Why do they say that when it never works?

“How ‘bout making yourself disappear for a change?”

“What’re ya gonna do without your fancy amulet?”

Several metres away, Twilight, Spike, Rarity, and Rainbow watched the once-boastful Trixie endure the verbal abuse of several particularly angry ponies.

“You know,” Spike said. “You’d think it’d feel good watching this happen to her.”

“She may have been a horrible pony before,” Rarity added. “But now that I see her like this… I really pity her. She deserves our help, even if she’s too proud to admit it.”

Twilight nodded. “I’ve got an idea…”

“I hope it’s better than the one with the Parasprites,” Spike muttered, but the three mares had already left, heading toward Trixie.

“Yeah, that’s right!” one boorish colt called at her. “We don’t wanna see you anymore!”

The dam broke. “Please! Can’t you just leave me alone?” Trixie’s voice had lost all its showpony flair and smooth confidence, becoming a shrill, anguished cry. “Please.”

The colt, seeing Trixie’s tears pool at her hooves, tried to stammer out what sounded like an apology, but Rainbow landed inches from his face.

“Hey! Can’t you see she’s had enough?” Catching the drift, the offensive pony bolted.

“Trixie, dear, please calm down,” Rarity said soothingly, stroking the distraught unicorn’s mane. “We just want to know-”

“I told you I don’t want to talk about it!”

“Trixie, if something’s hurting you, you can’t keep it all bottled up.” Twilight sat on her haunches beside the two unicorns and placed a supporting hoof on her shoulder.

“I…” Trixie’s words drowned as further tears welled up and she resumed sobbing, prompting Rarity to pull out a handkerchief.

“Those ponies had no right to speak to you like that.”

Spike nodded eagerly. “Yeah! Even if you were rude and arrogant and…” he broke off at the glares of Twilight and Rarity. “Well she was. Just calling it like I see it.”

“Regardless of how you acted,” Twilight said. “You’re genuinely sorry for what you did. Even if not everypony believes you.” She placed a hoof under Trixie’s muzzle to make eye contact. “Whenever you’re ready to talk, we’ll listen. We’ll help you with your problems, Trixie.”

“And I think I know how.” The three unicorns looked at Spike. “She doesn’t have anywhere to stay now. How ‘bout coming back to Ponyville with us?”

“Uh, Spike?” Rainbow called. “Probably not the best idea. She didn’t exactly leave the best impression.”

“That’s the point!” The small dragon looked remarkably pleased with his idea. “If Trixie comes back to Ponyville, she can prove to everypony that she’s changed! She’s the Great and Apologetic Trixie now!”

“That’s… actually a pretty good idea,” Rainbow admitted before trotting away.

Trixie’s eyes shone like moonlit pools of violet. “I… Trixie will… return to Ponyville with you, Twilight Sparkle.”

“Great! I have a spare room in the library-”

“On one condition.”

“Uhhh… what?” Twilight asked with apprehension.

“Make sure that the pink one doesn’t throw her a party.”

Ugh. Mushy stuff, Rainbow thought as she observed the heartwarming scene between the three unicorns. “And ponies think I’m into mares.”

“Wait what?”

Rainbow whirled around to see Captain Sidewinder, a bewilderingly crushed expression on his face. “You’re into mares? But…uh…diplomatic…change subject… that’s totally fine?”

“How long have you been standing there?”

“Hey I just showed up when you said…oh yeah! Sicarius says we’re heading back to Ponyville.”

“Go tell them.” Rainbow gestured to her friends with a wing. “I’ll head over.” Glad to be rid of the flirtatious Captain, she flew towards the massive Thunderhawk parked in the middle of the grounds, where most of the Ultramarines were embarking.

With a familiar roar of turbines, the twin Stormtalons lifted off from behind their larger brother and streaked by over Canterlot. One accelerated quickly and disappeared into the night, but the other drifted slowly upon spotting Rainbow. Angling towards her, it dipped a wing downward. She immediately recognized this a mechanical variation on a flyer’s salute, roughly equivalent to a hoof-bump. Caught off guard, she flared her wings and returned the gesture out of habit.

“Well, somepony’s making new friends.”

The voice was feminine, yet oddly low and scratchy, almost halfway between male and female. And Rainbow recognized it instantly.

“Spitfire?” She whirled around, eagerly expecting to see one of her idols, but was instead treated to a view of a pair of armoured pegasi. “Wait where’s…” The two pegasi looked unusual for Royal Guards. For one, their coats were not dyed white, leaving one a sky blue, slightly lighter in tone than Rainbow, and the other a flaming yellow… wait a second…

“Spitfire? Soarin’?” Rainbow could hardly believe her eyes. Two of her idols stood before her, wearing Royal Guard armour, complete with a Wonderbolts paint job!

“Rainbow Dash,” the smaller of the two pegasi said, removing her helmet and flight goggles to reveal Spitfire’s brilliant orange mane. “We thought we’d find you here.”

Rainbow let out an uncharacteristic fangirl squeal. “You’re here! In Canterlot! Wearing armour! Uh… why are you wearing armour?”

“Come on Rainbow, I thought you of all ponies would know,” Spitfire said with a chuckle. “The Wonderbolts were originally the top squadron in the Royal Guard. Been a while since I wore this armour.” She shifted uncomfortably, allowing her cuirass to slide across her back. “Could use a new set.”

“I think it looks awesome!” Rainbow complimented. “Took me a second to recognize you though.”

“Speaking of awesome, that was one gutsy move you pulled against that dragon-alien,” Spitfire said approvingly. “Sent the big son of a Diamond Dog into the worst spinout I’ve ever seen.”

“Was that awesome or was that awesome?” Rainbow puffed her chest out proudly.

“Wish we could say the same for the new Guard trainees,” Soarin’ replied grimly. “They’ve got spirit and skill, but nopony’s combat material. Rapidfire and Fleetfoot are stuck leading squadrons of rookies, most of whom are volunteers from Weather Teams.”

“We could really use more like you in our new squadrons,” Spitfire added. “You proved you can be a great leader back at the Academy, and you’ve certainly got the skills we’re looking for.”

Rainbow’s eyes went wide. “Are you asking me…”

“Oh, yes.” Spitfire grinned at the rainbow pegasus. “We’re asking you to lead a squadron.”

Omigoshomigoshomigoshomigosh…

“Uh, did she just stop breathing?”

“Give her a minute.”

Omigoshomigosh… “This is freaking awesome! I’m gonna be a squad leader!”

“Excellent. We’ll set you up here in Canterlot with your squadron for the next few weeks. Training starts-”

“Wait…” Rainbow did not like what she was hearing. “I’d be staying in Canterlot?”

“General’s recalled all Guard regiments here and kicked recruiting into overdrive,” Soarin’ replied. “You’ll barrack with the rest of us.”

“Is that a problem?” Spitfire asked.

“I…” Rainbow paused, trying to rationalize conflicting thoughts. “My friends are all in Ponyville.”

Looks of understanding crossed the Wonderbolts’ faces. “Rainbow,” Spitfire said. “I understand completely. You have a responsibility to your friends too, and we won’t hold that against you. But keep in mind that we need great flyers like you.”

My friends or the Wonderbolts? I can’t leave everypony back home, but these are the Wonderbolts! Rainbow thought furiously. But no matter how hard she tried to rationalize remaining in Canterlot, memories of her friends kept popping into her mind.

Best Young Flyers, Weather Team, Discord, Academy… no matter what, they’ve always been there for me. And I’m supposed to be the Element of Loyalty.

“Spitfire…” Her mind was made up, but her mouth still felt reluctant. “You have no idea how happy I’d be to help, but…”

“…You don’t want to leave your friends,” Spitfire finished for her.

“…Yeah.” Guilt washed over Rainbow at her words. “I mean, this is war, and I’d never forgive myself if any of them got hurt because… because I wasn’t there to protect them.”

“You know…” Spitfire said. “I feel the exact same way about my teammates. We’ve been together for so long, they’re like family. Even this big lug.” She gestured to Soarin’. “I’d never live it down if he got hurt on my watch. And no, that doesn’t mean we can go out, Soarin’,” she added at his hopeful look. “So stay in Ponyville, and watch your friends’ wings. If we’re lucky, we’ll see you there.”

“You’re coming to Ponyville?”

“Seems like that’s where all the action is.”

“If we’re lucky, we won’t need them.” Stormcaller trotted up beside the Wonderbolts. “Sicarius seems convinced that the Ultramarines can handle the Tyranids in the forest.”

“And I don’t doubt him,” Spitfire added. “If those guys can save Ponyville twice and clean out Canterlot, they can handle this.” She flexed her body sideways until her armour made a solid clunk. “Finally. Come on Soarin’. Last recruit I saw couldn’t figure out where his helmet went.” The pair of stuntponies trotted off, Rainbow watching in awe.

“I can’t believe I just turned down the Wonderbolts.”

“Rainbow…” Rarity’s voice came from behind. “I’m touched. A golden opportunity, and you turned it down for us?”

“Ah, oh well.” Rainbow smiled awkwardly. “They’ll end up in Ponyville soon.”

“Frankly that worries me,” Twilight said, accompanied by Spike and Trixie. “If the Wonderbolts have been reactivated, then my brother is definitely expecting this to escalate.”

“Quit worrying, Twilight,” Spike said, sliding off her back to head for the Thunderhawk. “If Sicarius says they can handle it, they can handle it.”

Trixie remained silent, still bleary-eyed from crying. Overconfidence, she thought, observing the blue-armoured aliens at their huge ship. I learned my lesson the hard way. What happens when they do? Her mind flashed back to the hotel, where broken, savaged corpses of ponies lined the halls. What happens to us if they fail?

M41.996 20:17 Ponyville Town Square

Everypony heard the rumbling of the Sicarius’s return long before the three aircraft arrived. As soon as they became visible against the black of night, everypony flocked to their landing zone in front of the town hall.

“Hurry up Bon Bon!” Lyra galloped full-pelt towards the descending craft.

“You’ve seen then before! What’s the big deal?”

The minty green unicorn either did not hear her friend, or she simply didn’t care as she shot towards one of the Stormtalons as it touched down. She skidded to a halt, just as the boxy gunship’s hatch popped open and its gigantic pilot emerged.

“Hey Danny!”

Bon Bon gave Lyra a deadpan look. “Danny?”

“Dannelos!”

“Does he know you gave him a nickname?”

“Now he does!”

Thankfully the armoured giant did not take offence. “Lyra. Did I miss anything interesting?”

While Lyra exploded with questions, the Gladius touched down, its maneuvering thrusters blackening the street beneath them. The ground depressed slightly under the craft’s massive weight, and its front ramp opened with a clunk, allowing the Ultramarines and ponies within to disembark.

The assembling crowd gave the power-armoured giants a wide berth, but the four Element Bearers found themselves instantly facing an inquisitive mob. Ducking her head low, Trixie slipped by, hoping to remain unseen by the very ponies she had tried to rule.

Just get to the library. How hard could it be?

Her question was answered when she collided headfirst into somepony, who was also apparently trying to remain unnoticed.

“Why don’t you watch where you’re going?” Trixie snapped, her abrasive personality momentarily jarred back into gear.

“Eep!” Trixie regretted her harsh words instantly when she saw that it was Fluttershy at whom she had just lashed out. “I’m so sorry!” she squeaked. “I’m so clumsy, I just…” She looked up, recognition growing. “Trixie?”

Everypony went silent, staring at both of them. Fluttershy peeped and shot away, while Trixie backed away nervously.

“Uh… hello?” She gave a shaky smile.

“She’s back?”

“Oh great. What’s she up to this time?”

“Get out! Nopony wants you here!”

“Well we do!” Everypony’s faces turned to Twilight, Rarity, Rainbow, and Spike, trotting up alongside the magician.

“Yeah, we do!” Pinkie yelled, appearing alongside her friends. “Wait, we do?”

“Everypony, Trixie isn’t a bad pony.” Twilight explained. “She’s a normal pony who just made some mistakes.”

“Some pretty big mistakes!” Berry Punch yelled.

“You just expect us to forgive her?” Blossomforth asked. “After all she did? She treated us like dirt!”

“She turned me into a newt!” Caramel exclaimed.

“You got better, didn’t you?” Rainbow countered.

“The point is,” Twilight continued. “She wants to be forgiven, and she just needs a chance to prove that she’s sorry. Can’t you give her that chance?” Trixie stood awkwardly to the side, trying not to make eye contact.

Dull murmurs passed among the crowd, none of them particularly pleasant. After a few seconds, ponies began leaving, one by one, until eventually the whole crowd had dispersed. Except for one pony.

“Well I forgive you!” Ditzy Doo said happily, fluttering up to deliver Trixie an unexpected hug before zigzagging away.

“Well…” Spike said with a shrug. “It’s a start.”

Massive silhouettes paced through the night, the blue of their armour blending in almost completely with the star-scattered skies. Only the threatening red glow of their eyes was visible, surveying Ponyville like vengeful spectres. Almost everypony was content to stay inside, but terrified eyes continued to peek through drapes and beneath doors, hoping not to be seen by their terrible guardians.

Outside the schoolhouse, four ponies stood and waited, searching for the one Terminator whom they hoped to never see again.

“Are you sure this is a good idea Fluttershy?” Sweetie Belle asked, nervously scraping a hoof on the ground.

“Of course it is,” Fluttershy responded gently. “Sometimes ponies… or aliens, just take things too seriously. I’m sure if you apologise to Marcellus he’ll forgive you.”

“But we didn’t even do anything wrong!” Scootaloo protested.

“It’s alright, Scootaloo. He just wanted you to be safe. And it’s not your fault you didn’t know.” Fluttershy spotted one of the hunched figures plodding beneath a lamppost. “There he is.”

As the four ponies walked toward Marcellus, Apple Bloom could observe the full terror of his appearance. His helmet was a dull red colour, with several grey components including what looked like a monocle, which whirred and clicked like a camera lens. Silvery scrollwork lined his knee plates bearing alien words that she doubted even Sweetie Belle knew the meaning of. Twin racks of what looked like fireworks sat above his already titanic shoulders. Shadows cast from the lamppost only made him more intimidating.

“Hello? Mister Marcellus?” Fluttershy’s voice was adorably soft and sweet. “I know you’re busy, but-”

“What are you doing here?” Marcellus cut her off. “Get back inside.”

“We just wanted to say sorry!” Scootaloo blurted out.

What in the warp… “What?”

“Yeah,” Sweetie Belle chipped in. “For running away earlier and almost getting eaten by the aliens.”

What insanity is this? The Terminator thought, head spinning.

“So…” Apple Bloom began. “Do ya accept our apology?”

What is going on in these accursed creatures’ heads? Marcellus eyed the trio, all of whom watched him with wide, hopeful eyes. Perhaps they are simply ignorant, but why would they do this? Could a Space Marine truly accept an alien? On the other hand, I cannot turn my back on my faith. On the other hand… no. There is no other hand.

“No.” The word rumbled through his armour, almost shaking the ground.

“What?” The Crusaders felt their confidence cracking.

“No,” Marcellus snapped, taking an aggressive step forward. “You have nothing to say to me, xenos. Get out of my sight.”

“But…” Apple Bloom stammered. “We said we’re sorry! Can’t ya believe us?”

A loud click cut her off, and she found herself staring down the twin barrels of a storm bolter.

The Crusaders stared in blank shock. Beneath his helmet, Marcellus’s face cracked a malevolent smile.

Fluttershy’s eyes went impossibly wide. The weapon she had seen blow Tyranids into grisly chunks was trained on three helpless fillies, and she was powerless to stop it.

No. Not powerless.

Her mind flashed back to the dragon crisis, when she had discovered just how strong she could be when her friends were in danger.

“You…” Fear kept her voice soft, but it was fighting a losing battle. “…big… dumb… ”

“Marcellus!”

Fluttershy deflated with anticlimactic hilarity at the interruption, her outstretched wings flopping limply to her sides. What? What am I doing?

Maxilos jogged toward Marcellus, who froze, gun still aimed. “Sergeant. Explain your actions.”

Warp damn you!

“You are in direct defiance of Captain Sicarius’s-”

Like an airtight teakettle, Marcellus finally exploded. “Sicarius? That heretic?” he roared, the Crusaders forgotten. “He denies Macragge’s vengeance, just so he can save xenos! He has the Ultramarines sitting on a feral world protecting animals! And for what? Does this not bother you?”

The Crusaders remained motionless, still paralyzed with terror. Fluttershy looked completely bewildered, as if she had awoken after sleepwalking.

He would’ve blown us up, just like the bug-aliens, Scootaloo thought, her eyes flickering back and forth. As her vision danced about, something caught her attention. One of Maxilos’s robo-tentacles was making a tiny shooing motion, as if…

“Girls! Grab Fluttershy and let’s get outta here!” She snapped to action, finally understanding Maxilos’s sign language. Dazed, Sweetie Belle and Apple Bloom nudged Fluttershy, who still looked like she had been whacked over the head.

“I think she broke,” Sweetie Belle said, nudging the pegasus. The physical contact brought her back to reality, and she snapped out of her trance.

“Meanie!” she croaked, trotting blindly alongside the three fillies.

Maxilos stood his ground. “Irrelevant, Sergeant. You are your squad are under Captain Sicarius’s command. You will modify your behaviour.”

“He is not my Captain!” Marcellus rounded on the Techmarine. “Nor is he yours.” His voice dropped in volume. “How can you not see this madness? Are you blind?”

Maxilos’s voice changed, losing some of its characteristic monotone. “Brother, I have served with the 2nd for decades, and I know that Sicarius is an Ultramarine before all else. If you cannot see this, then perhaps you are the blind one.”

Fury burnt hot and magnesium-bright, but it burnt out quickly. Marcellus bowed his head, clenching his powerfist in his last smoulders of anger. After a period of silence, he whirled and stomped off, but not without a final oath.

“He cannot evade this forever.”

Flickering lights from the lampposts cast a ruddy yellow light all across the plaza around the town hall. The Ultramarines bustled about; Sergeant Vorolanus’s Thunderbolts and Darius’s Scouts checked their wargear while the two Sergeants, Argus, Sicarius, the Guard Captains, Element Bearers, and the newly-introduced Lieutenant Starlight of the Night Guard examined a holographic map of the forest.

“We will have to avoid any contact with Tyranid sentries” Argus said. “Considering their senses, this may prove difficult. We may have to rely on my abilities to keep us hidden.” He turned to Starlight. “Does your squad have much experience in the forest?”

“Not enough,” the pegasus said bitterly. “Been years since we’ve seen action, and that lousy forest has probably rearranged itself since then.”

“A native guide would prove useful,” Darius observed. “Preferably one with some experience in stealth.”

“Ooh! I’ve got an idea!”

Without warning, Applejack, Rainbow, Twilight, Rarity, and Spike tackled Pinkie armed with rope, a chain and padlocks, telekinesis, a dozen metres of ribbon, and duct tape respectively. A vicious flurry of dust, clanking, yells of pain, and errant magic blasts later, the five of them stood panting around one thoroughly trussed up Pinkie Pie.

“Wait!” she said, ducking a final strip of tape. “I was gonna say Zecora could do it!”

“Ohhhh,” her captors said simultaneously, before beginning the laborious process of unwrapping.

“Good idea, Pinkie.” Applejack smiled her approval before looking around in confusion. “But jus’ where in tarnation is she?”

Her right hoof free, Pinkie reached behind an ammo crate and withdrew the zebra in question.

To her credit, Zecora barely looked surprised. “I would be glad to perform such a task. As for my arrival, I don’t think you should ask.” Twilight’s eyelid gave an involuntary twitch.

“Then it’s settled.” Argus deactivated the hologram. “We depart-”

“Not without us.”

Princess Luna strode into the group, confidence bolstered by a grand suit of armour covering almost her entire barrel and long neck in overlapping plates of a midnight blue, almost purple metal with thinner plates extending from the sides, shielding the bases of her wings yet still permitting free movement. Heavier plates adorned her hooves; large bracers were positioned to protect her ankles and fetlocks.

The helmet was an eerily familiar smooth metal dome that connected almost seamlessly with the neck armour, segmented plates shifting smoothly as she turned her head. A gorget protected her throat, leaving only her muzzle, eyes, horn, and mane visible. With nightfall her powder-blue mane had perked up and had regained its ethereal, flowing quality and appearance of a starry midnight sky.

But its greatest features were three of the most remarkable gems that anypony had ever seen. Each glowed a soft, milky bluish-white that was somehow bright but subtle at the same time. One of these pools of solid moonlight, larger than the others, sat in Luna’s breastplate, while two smaller crystals were inlaid in the pauldrons. The sight of them set Spike drooling.

Though initially dumbstruck by its sheer gorgeousness, Rarity quickly recognized the armour’s design. She had seen it on the night when she earned the Element of Generosity.

“Princess,” she whispered. “Is that…”

“Yes, it is,” Luna replied solemnly. “It hath seen many centuries, and ‘twould seem that it may see service once more.”

Argus nodded in silent approval of the ornate armour. “If that is all, then we must move.” At his words, Darius and Vorolanus snapped to action, advancing to follow the Epistolary. At Luna’s gesture, the squad of Night Guards and Zecora followed her, and twenty-one Ultramarines and twelve ponies disappeared into the night.

“Carry the Emperor's will as your torch, with it destroy the shadows,” Sicarius said as the group vanished into the night.

“Fetch me the compression gun.”

“Coming right up!” Lyra dug through the case of tools, finally locating the contraption that Dannelos wanted. “This it?”

“Yes,” Dannelos confirmed from his position at the aft of the Stormtalon. “Hand it up here.”

“Hee hee.” Lyra giggled at his casual use of the word “hand.”

“Okay Lyra, we get it,” Bon Bon said, sitting among several crates. “You’re obsessed with hands.”

“Wow, you’ve only known me since kindergarten and you just caught on?”

“No, it’s not that.” Bon Bon rolled her eyes in exasperation. “I mean, just look at this thing!” She pointed to the gunship. “Amazing piece of work, but you can’t stop going on about his hands.”

“I have been meaning to ask that myself, Lyra.” Finished cleaning the ventral jets, Dannelos ducked out and faced the two ponies. “Why so fascinated by my hands?”

Lyra sat down and stared Dannelos dead in the eyes. “Here’s a question: how many things do you see with hands around here?”

Dannelos shrugged, purposely holding out his hands comically. No irony was lost.

“I meant besides you guys.”

“The small dragon.”

“I think those are technically claws.”

“Well I did see the pink one do something strange with-”

“That’s besides the point!” Lyra was irritated, and Bon Bon was enjoying every second of it. “Ponies don’t have hands!”

Dannelos cracked a grin beneath his helmet. “Next you will be telling me I have three lungs.”

“Bon Bon?” Lyra asked her roommate, who was stifling uncontrollable giggles. “I’m trying to be serious for once in my life. Could you please help me here?”

The cream-coloured pony snickered. “Lyra, I’ve been waiting for this since the day I met you. Don’t ruin it for me.”

“You’re a terrible friend, Bon Bon.”

M41.996 21:02 Everfree Forest

Shadows crept through the woods. Massive, armoured shadows moving with speed and stealth utterly at odds with their size. Unhindered by their armour, they moved swiftly and silently, camouflaged cloaks hiding the brilliant blue plates.

Luna and the squad of Night Guard pegasi had abandoned all hope of keeping up on hoof, so they took flight, darting after their larger companions like oversized bats gliding over the path of crushed vegetation the Tyranids had left behind.

“Our alien companions move with great speed,” Zecora panted, galloping alongside the Night Guard unicorns and earth ponies. “I believe a break we shall soon need.”

Abruptly, the Ultramarines halted, Sergeant Vorolanus signaling with a raised fist. The Thunderbolts held perfectly still, weapons raised and aimed in all directions.

“Sergeant,” Argus voxed. “Contacts?”

“Movement, thirty metres southeast. Numbers unknown.”

“And the tracks?”

“Consistent,” Sergeant Darius commented, kneeling over a series of hoofprints. “Made about six hours ago. Whatever the auspex picked up did not come this way.”

“We cannot risk revealing ourselves,” Argus grunted, loud enough so the ponies could hear. With a wave of his bolt pistol, he ordered the squads off the trampled undergrowth into denser foliage. Luna gestured and the ponies followed suit.

The dim light of the stars and moon vanished, but the Night Guards’ enchanted eyes adjusted rapidly to the dark. The beaten path through the forest had given way to claustrophobia-inducing darkness, brought about by the tightly intertwined trees. Gnarled roots protruded at random from the earth, coated in blackish-green moss that seemed to absorb all light, no matter how faint.

Lieutenant Starlight scanned the thicket when a trio of green lights appeared, inches from her face. Suppressing a yelp, she hopped back.

The lights shifted, rising to reveal the face of one of the lighter-armoured Ultramarines wearing a large set of goggles on his forehead.

“How did you…” Starlight inwardly cursed herself. Sloppy. How could you miss him like that? Her confusion was allayed as the Ultramarine stood, a camouflaged grey cloak falling around him.

Sergeant Darius ignored her. “Which of you had experience travelling these woods?” he asked.

Zecora stepped forward. “That would be me; I’ll be your guide. I know of many trails and of places to hide.” She squinted in the blackness. “Though a problem, I do foresee. In a night like this, I’ll walk straight into a tree.”

A light weight fell upon her head, causing her to jump as her vision went momentarily black. When sight returned, it was fully illuminated in a toxic green glare, much like the colour of her potions.

“Night-vision goggles,” the now headgear-less Darius said.

“They do improve my vision,” Zecora mused after some hesitation. “I can now see with much greater precision.”

“Then lead on,” Argus said, slightly impatient. “We have already lost time on this detour.”

“Fear not, for I know this forest well. We shall soon find where our enemies dwell.” Her eyes now aided, Zecora clambered across the massive tree roots, followed closely by the Ultramarines.

Minutes dragged on as the group made its way through the overgrown woods, Zecora’s intimate knowledge of the forest guiding her as if through some sixth sense. Starlight and her squad threw nervous glances back and forth between the trees, silently praying that the dim glimmering they saw was just familiar moonlight and not the hungry eyes of one of the Everfree’s many predators.

A timber wolf would almost be welcome at this point, Luna thought, weaving her way through some brambles. The Everfree was treacherous to begin with, but now?

“What are we, baggage?” Starlight muttered as she struggled between two particularly thick tree trunks. She shot an irritated glare at the Ultramarines, who had advanced far ahead, oblivious to the plight of their smaller allies. “They could lend us a hoof.”

“Despite what you may think, we are not your caretakers.” The low, metallic voice growled from the darkness, shaking the Night Guard’s bones with its proximity. With a gasp, she spun to see Sergeant Vorolanus towering just behind her.

“How did you…” He wasn’t there ten seconds ago! How can something that big be that quiet?

“If you would cease your complaining, you may learn something, xeno,” Vorolanus snapped, stepping over Starlight into the trees ahead, where his blue armour almost seemed to vanish against the dark wood.

“Relax, pony,” came another voice inches from her. “I am surprised he managed to keep his temper under control for this long.”

Sergeant Darius emerged from beside a fallen log as if he had teleported. His pale face was smeared with what appeared to be soot and the reflective metal of his weapons were similarly dulled.

“Thou hast known him for a time?” Luna asked, curiosity piqued.

“Scipio Vorolanus has been my battle-brother and mentor, but more importantly, my friend,” Darius explained. “We have served together for several months, beginning with the Tyranids on Ichar IV.”

“Has he always been… this way?” Starlight asked.

“Short-tempered? Tense? Critical? Of course. But think about it. You are on a recon mission in a potentially hazardous forest, tasked with not only locating an enemy of vastly superior numbers, but also safeguarding grossly inadequate allies under dubious orders. Too many unknowns, even for a Space Marine.”

Starlight huffed at the Scout’s slight towards her skills. “Well excuse me for not living up to your perfect standards. The Night Guard has watched over Equestria for centuries-”

“And now the rules have changed,” Darius interrupted.

“Then mayhap thou could teach us these new rules, rather than merely lambasting us for-”

“That was exactly what I was about to suggest,” Darius said with a small grin.

M41.996 21:44 Ponyville Schoolhouse

“Is she alright? She hasn’t said anything since…” Sweetie Belle nudged Fluttershy again, hoping for a reaction.

Apple Bloom shook her head. “She musta been really scared. That Marcy-less feller sure is mean.”

The three fillies slowly led the somnambulating Fluttershy along the road towards the schoolhouse, where warmth, security, and soft sleeping bags awaited, with several tonnes of powered armour between them and any invaders. The night was young, and stars twinkled merrily in the crisp, unpolluted Equestrian skies, adding their tiny lights to those of the lampposts and the moon.

A lone shadow slunk through the night, traversing alleys and slinking over roofs in pursuit of easy prey: namely, the Cutie Mark Crusaders. Chameleonic carapace rendered it nearly invisible; those who saw the telltale shimmer and shift of the air were its victims, who died horrible, agonizing deaths as razor-tipped tendrils probed through their skulls.

Having absorbed the recent memories of an unfortunate guardspony, the Lictor now knew exactly where to find the weakest targets: the schoolhouse.

Craning its body upward, it inhaled deeply, searching for the telltale scent of pony. Most had retreated indoors, seeking safety in numbers and among the lethal Reavers of Macragge. The hulking Terminators stood sentry on the streets, their presence both reassuring and terrifying the ponies.

The Lictor’s diabolical memory theft provided a map of Ponyville and its sense of smell gave it a minute-by-minute report of the sentries’ locations. It slipped perfectly between patrol gaps, evading Terminators and guardsponies alike.

Despite passing unnoticed everywhere it went, the Lictor’s purpose remained unfulfilled. Terminators, even when alone, were mighty opponents and not to be trifled with. Ponies were laughably easy kills, but they always remained close to their larger guardians. Snuffing a single pony was insufficient. No time to stalk, to terrify, to demoralize. A mass killing was necessary; the proverbial fox had to invade the henhouse, sow panic and death, and be gone by the time the farmers showed up.

Climbing spiderlike between two houses, the Lictor spotted the schoolhouse in the distance, but most interestingly, a quartet of ponies wandering unguarded in that direction.

Even the greatest predators can have a prideful streak, and bloodlust filled the Lictor’s mind as it slowly approached the ponies. Serrated arms raised, it hissed slightly in anticipation of the kill to come.

An uncharacteristically hot breeze wafted across Scootaloo’s withers.

Several things happened in lightning succession. The orange pegasus whirled around, just in time for the strange heat-haze pursuing her to seize up in pain. The other Crusaders spun around at the strange “thunk.” Above them, a gleaming, silvery blade protruded from the air.

The Lictor twitched involuntarily, spine severed by the massive power glaive lodged straight between its shoulder blades. It feebly reached forward, hoping to gut at least one pony before dying. Instead it tipped straight over, camouflage fading.

“Where the hay did that come from?” Apple Bloom bleated in fear, shrinking back from the huge corpse.

“Postulation: the Lictor may have infiltrated the area in the aftermath of battle and has been awaiting a chance to make its move.” Maxilos strode up and yanked his power glaive from where he has hurled it.

“You saved us!” Sweetie Belle cried, hugging the Techmarine’s greaves.

“How did you know it was there?” Scootaloo asked. “It was camofla… camuflug… hard to see!”

“Clarification: I tracked the Lictor by measuring microscopic variations in atmospheric density. Patterns of displacement were inconsistent with your anatomy.”

“That makes sense,” Sweetie Belle said while her friends gave confused looks.

“Advisement: I recommend seeking shelter in the schoolhouse. Tarantula Sentries remain operative.” With those words, Maxilos’s mechadendrites and servo-arms swept out and scooped up all three fillies while his normal arms cradled Fluttershy. Four ponies in his grasp, he strode towards the schoolhouse.

A gentle rapping sounded on the schoolhouse door, startling several colts and fillies awake. With two notable exceptions.

Pipsqueak and Dinky Doo had remained awake all evening and into the night, waiting for the return of their robotic saviour. The knock on the door sent them into fits of glee.

“Is that him?”

“It has to be, Dinky!” Hopping to his hooves, Pipsqueak shot away, leapt over the snoring Snails, sidestepping Cheerilee, and pushed the door open to reveal the Techmarine.

“Maxilos!”

“He’s here!”

Stooping over, the Ultramarine in question entered, drawing gasps of fear from parents and excitement from their children, all of whom had woken up.

“He’s carrying Miss Fluttershy!”

“He’s a hero!”

“I wanna ride the robot!”

Cheerilee stared at the one who had, earlier that day, been prepared to sacrifice the same ponies he was currently carrying. “What happened?” she exclaimed, noticing Fluttershy shivering in his arms.

He gently deposited the pegasus in a pile of blankets. “Shock. We were engaged by a Tyranid infiltrator, but I dispatched it.”

The teacher groaned. “Why do you always have to make things so difficult?”

“Adjuration: specify.”

“One moment you couldn’t care less if we died. Now you’re the big hero. Can you just… never mind. I’m not going to bother.” With a sigh of resignation, Cheerilee headed back to her sleeping bag.

“Aw, don’t feel bad Mister Maxilos,” Dinky said with a friendly pat on his leg. “She’s had a rough day.”

“I shall stand guard while the Tyranid threat remains,” he droned to the parents. “Recommendation: terminate further activity. Your heightened adrenaline levels will result in increased fatigue.”

“Aw, we don’t wanna go to sleep!” Sweetie Belle complained, the other children chiming in once they realized what Maxilos had meant.

Dinky tapped on his shin again and looked into his optics with adorably resolve-crushing eyes. “Mister Maxilos? Will you read us a bedtime story?”

“Assessment: gradual lowering of physical and mental activity would provide optimum recovery.” With a whirring sound, his servo-arms shifted, angling backward into an approximate shape of a chair, upon which he lowered himself. “I shall remain and relate my experiences to facilitate your sleep.”

With squeals of triumph, almost a dozen fillies and colts surrounded Maxilos, staring at him with eager eyes.

“… up to velocities exceeding three-hundred forty-three metres per second. Propulsion functions in two stages: the initial fuel charge forces the shell down the barrel and ignites the solid-fuel propellant charge upon leaving the muzzle, thus reducing any possible warping of the barrel to acceptable margins.”

His enthralling explanation of bolt weaponry complete, Maxilos looked down to see young fillies and colts huddled all around him, fast asleep. The Crusaders nestled at his boots, Snails snored peacefully near a servo-arm, and Pipsqueak and Dinky rested comfortably in his lap, leaning against the cool red ceramite of his chestplate.

Shifting carefully, he stood, gently lowering the sleeping ponies to the ground with his free hands. Actuators whined as his servo-arms extended fully, boosting him to his feet. He carefully stepped over the ponies, none of whom awoke.

“How?” He turned to see Berry Punch looking at him in confusion. “Getting Berry Pinch to sleep is impossible. You had them snoring in seconds. How?”
Ditzy Doo on the other hand smiled knowingly, and walked up to place blankets over the children.

“I shall be running maintenance on the sentry guns,” Maxilos said before ducking out into the night, leaving his tiny adulators to their sleep.

M41.996 23:24 Everfree Forest

Starlight knelt catlike in the tall grass, her breathing slow and deliberate. Around her the blades of grass swayed gently in the summer breeze. She forced her body lower and lower to the ground, feeling the cool dirt on her fur…

“Not good enough.”

Oh, send him to the moon already! Starlight sighed in irritation and rose out of the grass to see Darius’s disapproving scowl. “Well? What was it? Did my tail swish again? Or was it my wings flexing?”

“You are holding completely still.”

“Shouldn’t that be a good thing?”

“Stealth is not just blending with the environment,” Darius said. “You must become part of the environment. Mimic what is around you. When the plants move with the wind, move with them.”

Starlight returned to the grass. So much for impressing our new friends, she thought as she knelt. Once again, the breeze washed through the foliage, creating a rising symphony of rustling against her fur. Rather than freezing statue-like, she relaxed into the gradual swaying of the grass, rolling forward ever so slightly on her hooves. Forward… back… forward… back…

The other ponies of her squad hid in similar positions, concealing themselves in trees and beneath logs while the Scout-Sergeant gave instructions and advice. Sergeant Vorolanus had been skeptical of Darius’s suggestion, but decided to take it anyway, giving the ponies an opportunity to learn and the Space Marines time to search for signs of Tyranids.

Naturally, all Night Guards had extensive stealth training. They could move in utter silence, even while airborne. As part of their induction into their secretive division, their eyes were enchanted, giving them exceptionally precise night-vision, allowing them to operate in utter darkness. Starlight herself had earned her lieutenant’s bar after an espionage mission against griffin radicals. Their leader had reiterated his entire plan, unaware that a pegasus had been inches away from him, listening to every word.

And Darius made them all feel like egotistical teens right after watching a spy thriller. Every twitch they made, he called out. He was stern, but offered plenty of advice.

“Hiding from sight is only the most rudimentary facet of stealth technique,” Darius said aloud to the entire Night Guard squad. “Shape, shine, shadow, silhouette, and movement. Keep them all in mind.”

Ahead, Zecora, Argus, and Sergeant Vorolanus examined a set of tracks, disagreeing vehemently as to their origin.

“What creatures on this planet could possibly leave tracks of this size?” Vorolanus scoffed. “Epistolary, the prints are clearly those of a Carnifex or similarly-sized biomorph.”

“And I keep telling you, you are wrong,” Zecora insisted. “Must your own opinion be so strong?”

“For once, xeno, would you deign to speak without your damned rhymes?”

Argus ignored the arguing pair. “Negative, Captain. We have not encountered any Tyranids yet. I shall contact you when we have made progress.”

Sicarius cursed under his breath through the vox. “I need results, Epistolary. We cannot endure Tyranid assaults forever. Sicarius out.”

Closing the vox, Argus let his mind expand, consciousness radiating outward from his body and into the surrounding forest. For a moment, he felt like a blind man experiencing sight for the first time, bombarded with so much sensorial input it threatened to overwhelm his mind.

Anything? The sudden intrusion gave him brief pause before he turned his attention to Luna.

The forest is silent, he replied to Luna, resuming his search. Something is wrong… He urgently scanned the forest, forcing his awareness to extend further, spreading thinner and thinner…

Pain exploded in Argus’s skull, his own power lashing back at his mind and causing him to yell in surprise.

Vorolanus was instantly at his side, steadying him. “Epistolary? What is it?” Argus could not respond; he clasped both hands to his helmet, trying to force it off.

Luna’s mind recoiled from Argus’s as if she had touched a frying pan. “Sergeant! They are coming?”

“What did you do to him, xeno?” Vorolanus snapped, raising his bolt pistol, but stopped as his vox came alive with reports from the Thunderbolts.

“Scipio, auspex shows movement in the north, six hundred metres and closing!”

“Second contact, west, five-fifty metres!”

“Brothers! Grab the Epistolary and move!” Vorolanus grabbed Argus below the arms and heaved him upward. “Northeast, tight line!” With the assistance of another Thunderbolt, he carried Argus through the forest at surprising speed, vanishing rapidly between trees.

“Night Guard, take wing!” The pegasi spread their bat-wings and launched themselves after the Ultramarines, earth and unicorn ponies galloping behind.

Starlight pumped her wings furiously, jinking to avoid overhanging tree limbs. Tight-quarters flight was integral to a pegasus guardspony’s training regimen, but that did not mean it was easy. She bit back a yelp as she slipped through a gap in a tree, splintered limbs scraping at her sides.

With a whoosh, Luna swept past the pegasus, her armour glinting briefly. Starlight’s eyes raced from pony to pony ahead of her, making a quick head count.

“Corkscrew, Dusk Glider, Sugar Swift…” she muttered as three guardsponies raced by. Looking back, she spotted the remaining six Night Guards. “That makes-” Her count was cut off when she looked forward only to collide with an inconveniently-placed tree trunk, sending her sprawling among its roots.

“Oh, manure.” Well this’ll make me a barrack legend. Starlight, Night Guard Lieutenant, forgot to look where she was flying! And in front of a Princess! Just what else can go…

Her self-pity instantly vanished, replaced by horror as several chitinous forms swept through the forest and halted.

Reflexively she scrambled away, struggling to her hooves and dropping over and under a protruding root, her breaths quick and shallow.

A chilling hiss sent shivers through her body and she froze, forcing herself to remain still and silent. It can’t see me, it can’t see me…

Her heart misfired several times when she heard a footstep. And then another. And another.

It knows.

After multiple centuries, the steps stopped and silence reigned once more. Starlight thought that her heartbeat sounded abnormally loud.

A bang sounded back where she had flown from, like a muffled firecracker. With a snarl, the presence looming over her vanished, its footsteps receding rapidly.

Before Starlight’s heart and lungs could resume normal operations, an armoured hand shot out of nowhere and seized her around the neck in a painful, but not crushing grip and yanked her around the tree. Her saviour proved to be Vorolanus, but before she could croak out her thanks, he charged off through the forest, the rest of the group in hot pursuit. She swung uncomfortably in his grasp, trying to free a wing, but gave up resisting the blue metal and endured the unpleasant trip in silence.

Finally the swaying and blurred scenery halted as Vorolanus stopped. Starlight was about to thank him, but suddenly she was slammed painfully into a tree trunk, forcefully ejecting all air from her lungs.

“You incompetent fool!” he snapped, maroon helmet inches from her face.

“Sergeant!” Luna said sharply. “What is-”

Vorolanus ignored her. “Your clumsiness may have just cost us our mission. Thanks to you, the Hive Mind is now aware of our presence in the forest, and locating the bio-ships will be that much harder.”

“But-”

“You have no excuse, xeno. Were it up to me, I would end your life now and rid us of your ineptitude.”

“How dare thou!” Luna approached the Tactical Sergeant, horn and eyes aglow with anger and magic. “Thou dare threaten our subjects?” Night Guards arrayed themselves unbidden behind their princess, weapons readied but not aimed. The Ultramarines instantly had the ponies in their gunsights.

Zecora stared at the scene. “This is a standoff, that much is known,” she said. “I believe the proper expression is ‘well, we’re bon-’”

She broke off as a hair-raising screech echoed through the night, followed by several similar ones, emanating from multiple directions until a cacophony of unnatural howling rang throughout the forest. Nobody, not pony nor Ultramarine, moved.

A gentle rustle of leaves kicked every Space Marine into action and around twenty bolters snapped up to its source, which turned out to be Sergeant Darius.

“I led them on a merry chase,” he said, waving the guns away. “Fired some shots a few hundred metres back. They do not know where we are yet.” Finishing his report, he realized the severity of the situation. “Sergeant, what in Guilliman’s name are you doing?”

“This pony’s incompetence almost cost us the mission!” Vorolanus growled, shaking Starlight slightly. “We cannot allow-”

“Scipio, stay your anger, this is neither the time nor the place,” Darius urged. “I have bought us minutes at most.”

With a grunt of acknowledgement, Vorolanus released Starlight, who fell grasping her throat and coughing. “Brothers, wedge formation. Do not stop to engage.” With a wave of his hand, the Ultramarines broke into a run and the chase began.

The group passed through the forest at breakneck pace, pursued all the while by the shrill hunting calls of Tyranids. Still visibly shaken by her ordeal, Starlight flew on autopilot, mind blank from terror and adrenaline.

Luna’s mind on the other hoof raced with confusion, indignation, and fear. Why had Vorolanus suddenly become so violent? Was Starlight alright? How could they locate the enemy while being hunted like this?

Answers would have to wait, as the hunt was on. Not risking a backward glance, she flew as if she had never flown before, evading between trees with incredible grace. With a forceful flap, she pulled alongside the sprinting Scout-Sergeant, who caught her urgent look and waved the team in a new direction.

After long minutes of running, a craggy expanse of rock appeared, beckoning the group with welcome hiding place among the boulders. Darius and Luna slipped into a small crevice, followed unexpectedly by Starlight.

Finally, a chance to make sense of what just happened, Luna thought, panting. At first, she had dismissed Vorolanus’s actions as nothing more than the knee-jerk reaction of a hotheaded soldier, but as she thought about it, her ideas became steadily more unpleasant. He had immediately threatened Starlight, and none of the others had protested, whether out of deference to their superior or sympathy for his actions she could not be sure.

“Judging by the sound, the Tyranids have our trail, are at the most ten minutes behind.”

“Why…” Starlight whispered, shivering. “Why won’t they stop howling?”

“Scare tactic,” Darius said grimly. “We Space Marines have our faith, but the Tyranids know we are travelling with you. Trying to separate you.”

“How can we possibly find the landing site whilst we are hounded like this?” Luna asked.

“Our pursuers have spread all across the area by now. No way to track them back to point of origin. I had hoped that the Epistolary would be successful.” He glanced at Argus, unresponsive and sprawled on the ground. “Emperor watch over him.”

Argus? Luna probed hesitantly into his mind. Can thou hear us?

No response. She relaxed her mental barriers, allowing her consciousness to flow through the Space Marine’s mind, searching for some indication that he was alright. A cursory inspection revealed no permanent scarring, merely a powerful mind that had spread itself too thin. Opening her own mind further, she delved into the slumbering consciousness, trying to get a sense of what he had experienced just before passing out.

Argus had not been exaggerating when he said that the Everfree was silent. An oppressive blackness covered the woods in Luna’s mind as well as her eyes. The familiar presences of the forest’s countless creatures were obscured beneath shifting masses of shadow.

Shadows, shadows… the shadows! Shape, shine, shadow!

“Shadows!” she said triumphantly. “That is what befell Argus! Follow the shadows!”

“What in the name of…” Darius muttered, but Luna was on a roll.

“Dost thou not see it? The forest is dark because of the Tyranids! We can track them, just as Argus did!”

Vorolanus climbed across the rocks, chainsword in hand. “Sergeant, we cannot linger.”

“Scipio, I believe we have a method of locating the bio-ship.” Darius lifted the still-terrified Starlight from the crevice. “Princess?”

While the team moved on, Luna explained her discoveries to Vorolanus, who skeptically but silently listened throughout an exhaustive lecture on magical theory that would have left Twilight Sparkle proud. In the end he was forced to agree with her plan for lack of a better option.

Her mind now attuned, Luna led the team through the forest at a surprising pace. Chilling cries of the hunting Tyranids still echoed through the Everfree, driving her forward faster and faster. For a while she considered widening her consciousness across the forest to speed the search, but the memory of Argus’s pain still showed prominently in her mind.

After almost an hour of steady travel, Luna slowed her pace, the mental strain finally forcing her to cease her search momentarily.

Vorolanus jogged alongside the hovering Princess, auspex in hand. “We do not have time for this, xeno. We may have eluded the Tyranids for now, but we will eventually run out of space to maneuver.”

Not everypony is a machine such as thou. “We require only moments.”

“In those moments, a pack of Hormagaunts could overrun us and trap us for the larger creatures. You do not have moments.”

Irked, Luna delved back into the shadowy mindscape of the Everfree, sifting through the larger concentrations of darkness. One looked promising, and was fairly close. Setting it firmly in her sights, she resumed her path, heading for a pair of gnarled trees.

Vorolanus followed close behind, his gaze locked on the auspex’s faintly glowing screen. Alien sorcery was not to be trusted, but there was no other option but to trust in the dark blue alicorn.

His musings were cut short by a sudden flash on the screen, where a series of runes raced across its range, heading straight for-

“Get back!” he barked, lunging forward and drawing his chainsword.

Luna reacted instantly, springing straight upward in surprise.

Vorolanus charged and swung a vicious overhand blow with his revving blade, tearing through the Hormagaunt that landed right where the Princess had been.

The forest lit up with the roar of bolter fire and the bark of shotguns as the Ultramarines tore their ambushers apart.

“Trap!” Darius cursed, blowing a head apart with a shotgun blast. “They are trying to herd us back by lying in wait.”

“Then it would appear we’re on the right track,” Zecora said unexpectedly after a long period of silence. “They know their home in the forest, we intend to attack.”

“Princess, pick up the pace. They know where we are,” Vorolanus ordered.

Flapping her wings, Luna called upon her magic and took the lead again, her pace quickened. The distant shrieks of the Tyranids grew closer.

The edges of her mind felt ragged, imprecise. This frantic searching wears on us, she thought, struggling to maintain focus. The darkness grew as she went deeper into the forest, and before long all around her was cloaked in blackness.

A dull pulse of pain throbbed through her skull. “Give us a moment,” she said, trying to ward away the growing headache.

“Are you alright, Princess?”

Clasping a hoof to her forehead, Luna looked back to address Darius.

What she saw was not the Scout-Sergeant.

His camouflaged cloak was in tatters and bore a strange, almost oily organic look to it. The heavy plates guarding his body were gone, replaced by a thick tunic and trousers with a heavy vest, covered in pouches containing knives, ammunition, and strange sigils that her eyes seemed to reject. His combat knife and pistol were rusted and pitted with black scores and grime.

His head was obscured by a strange hybrid of a hood and helmet with glowing greenish eyes that looked almost comical, but toxic and threatening all the same. An odd cylindrical protuberance, much like the filter of a gas mask sat over his mouth. When he spoke, it was a muffled gurgle.

Luna recoiled from this disturbing apparition, wondering how such a thing could have approached unnoticed. Her hind leg caught a root and she tumbled to the ground.

“I asked, are you alright?

Darius stood over her as if nothing had happened. The strange helmet was gone, his armour was once again blue, and he was offering a hand to help her up.

“We art… fine, Sergeant,” Luna lied. Mayhap a hallucination, she hoped.

“You did not disappoint,” he said, pointing to something behind her.

Behind Luna was a massive gouge torn through the forest, devoid of standing trees. Shattered and flattened logs laid everywhere in the wide ditch, crushed by some massive force that fell from above.

Following Darius’s finger, Luna laid eyes upon a massive form in the night, lying nearby at the end of the sweeping grave that it had dug for itself.

“It’s… huge,” she said in awe. “And it’s alive.”

“I think it’s about time we got out of here,” Starlight said, uncomfortable in the Kraken’s presence.

“On that we can agree.” Vorolanus tapped several controls on his auspex, marking the location of the bio-ship. “We have you now, xenos,” he chuckled grimly. “There will be retribution.”

A greenish projectile slammed into his chestplate, knocking him to his knees. A hail of similar shots followed, rattling against armour.

“Gargoyles! Fighting withdrawal!”

The bat-winged flyers swooped in low, fleshborers hissing as their targets fled back into the trees. Thunderous fusillades of explosive rounds met them in midair, sending them into the trees.

Starlight ordered the Night Guards back out of the main lines of fire, hoping that the greater threat of the Ultramarines would draw the Tyranid attention. She fastened a pair of swords to her forelegs, preparing for possible midair duels.

Amidst the roar of combat, movement caught her eye, somewhere in the forest from where they had travelled.
Concerned, she flew to Luna. The Night Princess had abandoned her magic and instead fought hoof-to-claw with a Gargoyle. With a large hole in a wing, the creature was grounded, and Luna finished the job with a mighty blow from her metal-shod hooves, smashing it against the ground.

“Princess! Something’s behind us!”

Luna spun around, just in time to see the armless corpse of a Scout Marine smash into the mud. His killer, a Lictor, hissed almost mockingly.

“ULTRAMARINES! THEY HATH FLANKED US!”

The Royal Canterlot Voice cut through the din of battle and around half the Ultramarines spun to engage the new threats, but the mix of Lictors and Warriors was already upon them. Another Scout Marine fell, pierced by a Lictor’s serrated arms.

With the volume of fire cut in half, the Gargoyles from the Kraken attacked in earnest, diving low to snatch up Night Guards and spew acid. A Tactical, blinded by an acid spray, fell beneath a pair of Warriors with massive claws that tore open his armour at the joints.

“In the Emperor’s name, fight!” Vorolanus roared, decapitating a Warrior with his chainsword. As the creature fell, he swept forward to engage his next opponent: a hissing Lictor.

Vorolanus proceeded to empty his bolt pistol into the Lictor’s torso, hoping to eliminate the threat of its flesh hooks. Anticipating this, the Tyranid closed its arms around its ribcage, shielding the weapons. Vorolanus swore and reached for a new magazine.

The Lictor rushed him, smashing a stinging backhand across his chest and sending his pistol flying away. He rolled, trying to get his chainsword up.

Massive, mantis-like arms swung downward, attempting to pierce his helmet. Dropping his blade, he grabbed the limb with both hands and forced it aside. Two taloned hands swung downward, aimed at his legs. An awkward twist sideways saved Vorolanus’s legs but more importantly, brought the Lictor in closer.

Lictors were actually fairly fragile, relying on their stealthy talents to keep them alive. In a clash such as this, their incredible reach kept foes too far away to land a blow while they picked them apart before dragging them into range of those savage lower arms. Vorolanus had seen battle-brothers driven to their knees and slain after lengthy duels with these creatures.

With his opponent in close, its upper arms were useless. Vorolanus sprang forward, drawing his knife.

The massive lower hands seized his forearms, halting the thrust that would have laid its chest open. He roared with rage at the stalemate, straining against the Lictor’s equal strength.

A flash of promethium fire from Cator’s flamer illuminated the deadlock for a moment, and fear spiked through Vorolanus. The Lictor’s carapace was shifting, revealing a dozen razor-tipped hooks priming to rip through his skull.

In a split-second decision, he threw all of his strength into crossing his arms, forcing the Lictor’s arms to cross as well. The barbs on its ribcage hissed outward, tearing its own arms apart. It howled in anger and surprise.

His knife-hand free, Vorolanus lunged forward and plunged the diamantine-edged blade past the tendrils and into the Tyranid’s innards. Twisting the blade around, he violently yanked it sideways, feeling several organs give way. He kicked the corpse over, tugging his left arm free from the creature’s moribund death grip.

Darting through the hostile skies, Starlight sliced a Gargoyle in midair. Despite their valour, she knew there was no hope. Outnumbered, swamped from all sides; even the power-armoured Ultramarines could not hold forever.

A blinding flash of white blasted through the melee, flinging all aside. Regaining her balance, Starlight searched for the source of the radiance.

Emerging from the trees was Argus, force axe still writhing with psychic fury. His eyes blazed with power as he strode forward, blasting a Lictor apart with warpfire.

“This day shall not be our last!” Argus said, voice echoing in the night. “Ultramarines, ponies! To me!”

The Thunderbolts, Scouts, and ponies immediately regrouped on the Epistolary, forming a defensive ring around him. Tyranids emerged from the dark forest and the Kraken’s landing trench, surrounding the valiant group.

“Your timing is most impeccable,” Zecora mused. “But these aliens will still find us quite delectable.”

Luna watched each Tyranid warily, waiting for one to make a move. If we are to fall, we shall die with a fight.

An eerie keening sound caught her attention. Behind her, Argus spun his axe slowly, glowing sigils appearing along its path. The weapon shone bright as the dawn, thrusting blinding daggers into Luna’s night-accustomed eyes.

“I believe we have outstayed our welcome.”

Light. Nothing but light.

Gasping for breath, Luna collapsed into the water, feeling the cold liquid flow through her armour and chill her skin. Hazy afterimages danced in her eyes-

Water?

Sure enough, Luna was sprawled in a shallow stream, surrounded by all of the Night Guards and Ultramarines, arrayed in the exact same formation they had been at the Kraken landing site.

Dizziness buzzed through her mind like a hyperactive Parasprite, but she had probably fared the best of all ponies. Starlight was busy upchucking her dinner, and everypony looked sick to their stomachs.

“…truly with us, Epistolary. Traversing the warp with over thirty others, plus the Shadow in the Warp…”

“I had time to clear my head,” Argus replied, slinging his axe. “We need to report to Sicarius, and soon. He is eager to begin the attack.”

M41.996 2:44 Ponyville Town Hall

“Excellent, brother. Lock onto my signal and regroup with the 2nd as soon as possible. Sicarius out.”

“Brothers!” Sicarius’s shout caused everypony to jump, surprised at his volume. “The Epistolary has located the first of our enemy’s dens! Begin battle preparations. We leave within an hour.”

At once, every Ultramarine sprung into action, checking weapons, vox-systems, and starting up vehicles. Captain Stormcaller sidestepped a Devastator hauling crates of heavy bolter rounds as he approached Sicarius.

“Captain? My company has been restored to operational strength. Shall we make our preparations?”

Sicarius smiled beneath his helmet. “Prepare your troops and send word to Canterlot. We march to victory.”

Awoken by the commotion, Twilight, Applejack, and Pinkie left their sleeping bags and trotted outside, where Ultramarines bustled about, preparing for battle. Rainbow still snored on a portable cloud bed inside and Rarity buried her head beneath a pillow.

“Wha…” Applejack yawned. “What in tarnation… it’s barely three in the mornin’! What in the hay is goin’ on here?”

“Ooh! Whenever I get up this early it’s always to prepare for a huge, extra-special surprise for somepony! I bet-”

“Pinkie…” Twilight said. “Captain? What’s happening? It’s not even dawn!”

“Awaken your friends, pony,” Sicarius said. “This shall be a dawn of glory.”

“Jus’ what’re ya going on about?” Twilight felt momentary panic, worried that the Captain would take offence at Applejack’s irreverence. Thankfully he seemed not to notice.

Sicarius drew the Tempest Blade slowly, letting flickering candlelight play across its smooth surface, casting patterns all across the Town Hall.

“This shall be a day of retribution,” he said, voice rumbling with purpose. “A dawn of war.”

Something in the Stars

Chapter 1: Something in the Stars…

M41.996 20:32 (Macragge time) Ultramarines Strike Cruiser Valin’s Revenge

Captain Cato Sicarius stood on the bridge of the Valin’ Revenge and stared out towards the stars. Thousands of tiny pinpricks of light winked at him, granting a sense of relative peace.

As he watched, the view of the stars was partially obscured by an unidentifiable chunk of debris that drifted by. It bore several large scars, as if a massive predator had reached out and slashed it with its claws.

An apt description, since that was what happened, he thought, and muttered a prayer for the souls of those who had died on board the ship while fighting the Tyranids. The mere thought of those xenos abominations sent a spike of anger through him. By the Emperor and the Primarch, I doubt any other chapter can match the Ultramarines’ hate for them.

The battles in the Ichar IV system had been particularly brutal. A tendril of Hive Fleet Leviathan had come into the system, consuming all in its path. Sicarius and the Ultramarines 2nd Company had been the first to defend Ichar IV. If not for their timely arrival and swift engagement of the Tyranids, the Imperial Guard and PDF forces would have been overwhelmed in a matter of days. The war was far from over, as the remainder of Leviathan was still on the move. Several additional companies of Ultramarines, along with countless regiments of Imperial Guard and dozens of Imperial Navy battleships had been sent to slow the alien onslaught. Currently, there were no major engagements occurring, but reports of isolated Tyranid bio-ships indicated that the next wave of monstrosities was soon to arrive.

Another chance to make them pay for the Battle of Macragge, Sicarius thought bitterly. No matter how many Tyranids were killed, no amount of dead aliens could atone for the damage that they had inflicted to the chapter. Not until every last Tyranid, from each mindless Ripper to the massive Hierophant bio-titans, laid dead could the Ultramarines’ vengeance finally be exacted in full.

Ultramarines Strike Cruiser Valin's Revenge, Crew Quarters

Sergeant Marcellus of the Ultramarines 1st company sat in his quarters, absentmindedly cleaning his storm bolter for the fourth time. There was little else to do while sitting on board the Valin’s Revenge. He had fought in countless battles and humbled innumerable enemies, but the one enemy that no one, neither a 10th company neophyte nor a Terminator Sergeant like him could defeat was boredom. He longed for battle again, to fill an opponent's body with bolter shells, to crush an alien’s skull with his powerfist, to strike fear into the hearts and minds of all who would dare oppose the Ultramarines.

“Forgive my intrusion Sergeant, but Captain Sicarius requests your presence in the tactica control.”

Marcellus turned and saw the form of Veteran Dannelos standing in his doorway in full power armor. He wore no helmet, but his face betrayed less emotion than the Covus-pattern helm would.

“Something amiss, brother?” Marcellus said with an expectant grin. This was the most interesting thing that had happened during the entire voyage.

“We shall soon find out. The Captain is assembling all squad leaders. I think it is safe to assume that he does not wish to ask us our opinions on our rations.”

Marcellus chuckled. He often wondered how Dannelos had made it to the 2nd company command squad with a sense of humor like that. Most members of command squads seemed to have less personality than their bolters, or in Dannelos’ case, his plasma gun.

“I’ll be there soon,” he replied, returning to the table to grab his helmet. Dannelos nodded politely and left. Maybe I’ll be able to make use of my bolter after all, Marcellus thought as he slipped his helmet on and strode out the door.

Ultramarines Strike Cruiser Valin's Revenge, Tactica Control

The immaterium flowed around him, carrying waves of pure sensation. His mind was filled with raw, formless emotion that both repulsed and entranced him. The shapeless energy was like a fierce wind, threatening to blow his feet out from beneath him.

Not if I can help it, he thought resolutely, silently rebuking himself for letting the unwholesome energies into his mind so readily. No warp beast has ever bested me, and I shall not-

“Well, what do you see? Are we chasing shadows?”

Epistolary Argus was pulled from his reverie back to the brightly lit tactica control. Captain Sicarius stood before him, an expectant look on his face.

“The warp is like a stormy sea right now. I can see nothing,” Argus responded plainly. That was obviously not the answer that Sicarius was hoping for, as he scowled and turned away.

“Tigurius speaks highly of you, Argus. Yet for the past few days, you have done nothing but disappoint,” Sicarius grumbled. Seeing into the warp was in no way an exact science, but the Captain could not possibly comprehend Argus’ difficulties. He merely expected results.

He sighed and walked to the hololith in the center of the room. Around the table, several other Ultramarines, squad leaders and such, stood waiting for Sicarius to tell them what was going on. Argus glanced around at his assembled Battle-Brothers. He immediately recognized Apothecary Venatio, slightly out of place due to his bone-white armor. Alongside him stood Sergeants Strabo, Atavian, and Solinus of the 2nd Company’s Assault, Devastator, and Tactical squads respectively. Techmarine Maxilos stood apart from the rest, due to the bulky servo-harness that he wore. Scout-Sergeant Darius represented a squad of 10th Company Scouts attached to the 2nd for their current campaign. Finally, Terminator Sergeant Marcellus entered with Veteran Dannelos. The 1st Company veteran’s armor was huge, and he easily took up an entire side of the hololith alone. Despite Marcellus’ haughty attitude, Argus was grateful to have him and his squad along. They provided much-needed heavy support to the 2nd. The only one absent was Chaplain Elianu Trajan, who was currently serving with the Deathwatch.

“Now that we are all assembled, I will explain what has happened,” Sicarius began. “The initial Tyranid invasion force has been repulsed, but the remainder of Fleet Leviathan is still coming. We must be prepared to deal with anything that they send at us.” He paused momentarily. “Unfortunately, despite our thoroughness, some xenos from the first wave still remain. I have taken it upon ourselves to hunt them down and exterminate them.” Sicarius’ words garnered looks of approval from everyone present.

“Have we located a Tyranid ship, Captain?” Marcellus queried.

“We are still unsure. Epistolary Argus believes that there is something out there, but has been unable to locate it. However, Techmarine Maxilos has full confidence that he will be able to locate our quarry.”
Maxilos stepped forward. “My scans of this sector will be complete in four point seventy-three hours. If there is anything to be found, it will be found,” he grated, his voice made inhumanly metallic and raspy due to his extensive augmetics.

Sicarius continued, “Though we have no guarantees of a Tyranid threat, you should all commence wargear rites and other preparations. If there is a battle to be had, we shall be ready for it. You are dismissed.”

The Ultramarines stood and, as one, slammed their right fists across their chestplates in salute, and left. Sicarius turned to Argus.

“You are sure that you saw something?”

“Yes, Captain. A shadow moving across the warp. I do not know what else could cause such a disturbance.”

“I apologize for my lack of faith in your abilities brother. If what you saw turns out to be a xenos straggler, my doubts will be invalidated.”

“Thank you Captain.”

Sicarius turned and left. Argus nodded to himself and returned to his seat. Now, you cannot hide forever, xenos scum.

Ponyville, Equestria 11:32

Spike yawned and stretched his arms, climbing out of his basket. Once on his feet, he stood and stretched his entire body. As he rubbed sleep out of his eyes, he realized that something was out of place. It was almost noon, and he had just woken up. Usually Twilight woke him up much earlier. Memory flowed back to him in a flash. Twilight had planned to go out to breakfast with her friends this morning, leaving Spike alone for most of the morning. At first, Spike was mildly annoyed that his “sister” had gone to do something special without him, but that feeling immediately turned to one of excitement.

Finally some time alone, he thought to himself, dashing toward a shelf where he kept many of his possessions. I never get to do this when Twilight’s around! He dug around on the shelf for a few seconds before pulling out a worn stack of comic books. He grabbed the first one, which was entitled: Shining Silver: Hero of Equestria, and featured a grey pegasus stallion wearing gleaming silver armor fighting a bewildering array of monsters on the cover.

Twilight had never approved of such modes of entertainment. She tended to read much more advanced literature, usually tomes on magical theory and history. Having lived with her all his life, Spike could read at a surprising level for his age, but he did enjoy indulging in a good superhero comic. With Twilight safely gone, he could read his comics without fear of disapproval.

She’s one to talk. Those ‘Adventures of Daring Do’ novels aren’t much more advanced, he thought. Oh well.

He turned his attention back to the comic book, whose pages currently displayed a raging swordfight between Shining Silver and his nemesis, Dark Cloud. Unfortunately, he was interrupted by his stomach rumbling.

Uh oh, he thought, clenching his jaw. Put the book away, then burp up the scroll. Put the book away, then burp up the scroll…

Luckily, he tossed the comic under the bookshelf in time, and a blast of green-and-purple fire shot out of his mouth, accompanied by a thunderous belch. Grabbing the scroll, he quickly read its contents.

“Uh oh. This looks important. So much for having a day to myself,” he groaned and headed for the front door. “Figures this day was to good to be true.”

“Oatmeal? Are you crazy?”

“No Pinkie, I’m not crazy, that oatmeal was definitely the best part of breakfast.”

“But Rainbow, what about the pancakes? And the eggs? And the waffles? And the muffins? And the orange juice? And the-“

“Hold it Pinkie, ev’rything ya made was just dandy.”

“Oh goody! I was worried that I would forget to make something that everyone liked so I made everything!”

“The food was simply marvelous Pinkie. We should have these wonderful little get-togethers more often.”

Twilight Sparkle at the table, her unfinished apple fritter forgotten. True to her word, Pinkie Pie had made nearly enough food to feed all of Ponyville. She and her six friends had finished eating a while ago and were now just spending some time together, swapping stories.

“Ooh Twilight, why didn’t you invite little Spikey-wikey? You know how much he loves apple fritters! I made so many because I thought he’d show up, and remember last time how he ate so many alone? I didn’t think there’d be any left for weeks! He’s so small, but he eats so much!”

Twilight laughed at Pinkie’s rapid-fire manner of speaking. It took some getting used to, but she’d quickly learned how to understand what Pinkie was saying.

“Sorry Pinkie. He was up late sorting books last night, so I let him sleep in today,” Twilight responded. “Besides, he probably would’ve eaten all the apple fritters by now.”

“Uh, sorry to break the mood here, but Spike’s coming down the street,” Rainbow Dash interrupted.

“Oh no oh no oh no! Hide the fritters! I was supposed to save some to sell today!” Pinkie said, and shot into the kitchen, basket of fritters in hoof.

“Spike’s here? What could he want?” Twilight trotted to the window and spotted the diminutive purple figure running towards Sugarcube Corner. “He’s holding a scroll. Nopony sends mail through Spike but Princess Celestia! This must be important!” She quickly opened the door to greet him. Spike ran in, panting heavily.

“Letter…. Princess…. important…” he groaned, before flopping facedown on the ground.

Twilight took the letter and levitated it in front of her. “Oh my. This isn’t from Princess Celestia, it’s from Princess Luna!”

Twilight’s exclamation drew stares from all of her friends. Princess Luna might have known Twilight and her friends, as they were the bearers of the Elements of Harmony, but that was as far as the relationship went. The Princess of the Night was largely mysterious to everypony, almost reclusive. Her sending a letter to Twilight was certainly strange.

“Well, read it Twi. We won’t find out why she sent it ‘till we read it,” Applejack said, breaking the silence.

Twilight cleared her throat and began reading,
“Dear Twilight Sparkle,
I understand that we have had very little prior contact with you or the other Element bearers. However, we would like to meet with you and you friends tonight at nine o’clock in the Ponyville Library. Something strange has occurred that we fear may soon involve all of Equestria. We will explain this issue to you and your friends tonight.

Sincerely,

Princess Luna

All six ponies simply stood, dumbstruck. Unsurprisingly, Pinkie was the first one to shatter the silence.

“Well now that Spike’s asleep I can bring out the fritters again!”

Ignoring Pinkie, Rarity stepped forward, “Well if the Princess wants to meet with us, I suppose that we must oblige her. If she says something is important, then we should believe her.”

Twilight nodded. “Well, I should probably take Spike home. Meet me at the library at nine tonight.”

The six ponies nodded, said their goodbyes, and one by one, left. Twilight levitated Spike onto her back, feeling his reassuring weight against her spine. As she walked back to the library, her mind buzzed as if there was a family of talkative Parasprites in her hair. Why does Princess Luna want to see us? Does Princess Celestia know about this?

Like everypony else in Ponyville, Twilight had been worried that Princess Luna had still harbored some resentment towards ponies in general over the whole Nightmare Moon disaster. Those worries had been mostly dispelled after that one eventful Nightmare Night, but Luna was still considered enigmatic at best. The letter to Twilight only served to mystify her further.

Spike shifted on her back and muttered something in his sleep. Something about superheroes.

Twilight rolled her eyes. “I thought I told him not to read those ridiculous comics anymore,” she muttered. “Well at least it’ll give me something to talk to him about when he wakes up.”

Her mind temporarily taken off of Princess Luna’s letter, Twilight turned down the street and headed back to the library.

Rarity and Fluttershy trotted together through Ponyville’s town square, headed towards the spa.

“…and I simply must say, this is very strange. If anything were happening in Equestria, don’t you think that Princess Celestia would be the first to know? This all seems very unusual…”

Fluttershy nodded in response. Rarity had been talking nonstop since they left Sugarcube Corner.

“Do you think I should wear a dress when we meet the Princess? I know that it’s not really a formal occasion, but I certainly want to make a good impression. Or do you think a dress would be overdoing it? I suppose nopony else will dress up for the meeting, so I’d look very out of place. Perhaps I should just make sure my mane is groomed.”

“Rarity, I’m sure whatever you do will be just fine. Besides, the last time that Princess Luna came to Ponyville, everypony was wearing Nightmare Night costumes.” Fluttershy shuddered visibly. “Those frightening costumes.”

“Now now Fluttershy, those were just costumes. And frankly, most of them needed quite a bit of work. If I hadn’t had to spend all night fixing Sweetie Belle’s costume I would have joined the festivities myself.” Rarity gave a tired sigh. “All this discussion has made me even more tense. What do you say we go for the deluxe spa treatment today?”

Leaves rustled in the gentle breeze along the road to Sweet Apple Acres. The midday sunlight shone through the trees, casting a scattered pattern of light on the thin bed of orange leaves covering the ground.

This serene scene was disturbed when Rainbow Dash and Applejack went galloping down the road, their manes and tails flying behind them. The wind of their passage picked up the leaves and sent them swirling through the air before settling to the ground. The two ponies shot forward, neck and neck. As they ran, the large red shape of the Apple family’s barn came into view.

“Ready to give up yet AJ?” Rainbow taunted, smirking.

“Actually, ah was waitin for you ta give up,” Applejack replied, not taking her eyes off the road.

“Dream on!”

“There’s the barn! First one ta reach it wins!” Applejack returned Rainbow’s taunting smirk. Their eyes locked, each pony daring the other to break the stare. They were so focused on each other that they both failed to notice an apple cart being pulled by a certain large red stallion.

“What the hay?” was all that Big Macintosh had time to say before Rainbow and Applejack plowed into him. Apples went airborne and ponies flew heads over hooves.

“Consarnit!” Applejack untangled herself from the cart’s mangled wheels and surveyed the damage. She had run face-first into the wheels, while Rainbow Dash had crashed headlong into Big Mac. “Well that’ll be expensive ta replace.”

Rainbow Dash was used to violent crashes, but she still had trouble getting her eyes to point straight for a few seconds. Big Mac was still surprisingly on his hooves, untangling himself from the cart’s straps. Glancing over at Rainbow, his expression became one of concern.

“Are you okay Rainbow?”

“Uhhhh… I’m fine!” Rainbow replied, hopping to her hooves. “That didn’t hurt! I’ve had worse crashes in my sleep!”

“If ya say so,” he said dubiously, turning back to the cart.

Rainbow shook her head clear, trying to ward off the dizziness. Big Mac’s concern had been touching, but she had a reputation to maintain. She’d rather not have everypony jumping to help her just because of one stupid crash.

Not that she minded Big Mac paying her extra attention. Now that is a fine stallion, she thought. Pity he has his eye on Fluttershy.

“Well great. That’s the third one this week,” Applejack grumbled.

“Eeyup,” was Big Mac’s only response, as usual.

“Not much point racin’ now. We’d better get these apples back to the barn. Can’t sell ‘em lookin’ like this.”

Rainbow was just about to fly off when Applejack grabbed her tail.

“Hold on Rainbow, you made this mess too. You’re gonna help us clean it up.”

Rainbow sighed and returned to the cart. “What about the race? That I would’ve won?”

“Sorry Rainbow, we got another tie.”

“Yeah, just keep telling yourself that.”

“’Scuse me ladies, but shouldn’t we get ta work?”

Rainbow and Applejack both turned to Big Mac, who was carrying a barrel of apples and an annoyed expression on his face. The two ponies looked at each other again, shrugged, and started picking up apples.

Back at the farm, the three ponies stacked apple barrels in the barn. Rainbow Dash wore a sullen expression, as she was forced to carry the barrels one by one up the stairs to the attic. After she’d tried to fly three up at once and ended up creating some instant applesauce, she’d finally agreed to do things the old-fashioned way.

“So whaddya think Princess Luna wants to discuss with us?”

Applejack rolled her eyes. Not ten minutes had gone by where Rainbow hadn’t asked that exact same question.

“How should ah know? Just wait until we se her tonight.”

Big Mac remained silent as he hauled his sixth barrel up the stairs. Rainbow watched him disappear in disbelief. She was only on her third barrel, not counting the one’s she’d dropped.

“Does he even know how to relax?”

“Ah still don’t know.”

“He didn’t even seem to care when I mentioned the letter from the Princess. You’d think he’d be interested.”

Applejack hefted a barrel onto her shoulders. “Ah’m not surprised he isn’t. He don’t bother with things that don’t concern him.”

“Darn right ah don’t,” came a low voice from the attic. “You two and your friends are always runnin’ off and havin’ adventures. I prefer some peace and quiet.”

“Hey quit listening in!”

“You’re talkin’ ‘bout me aren’t ya? I think that concerns me,” Big Mac climbed down the stairs and selected another barrel. “Now are ya gonna keep talkin, or can we git this job done before ya have ta run off to meet the Princess?”