Exterminatus

by Imperaxum

Rating: teen
Tags: Adventure, Crossover, Human, Gore, My Little Pony: Friendship is Magic, Dark, Other, Original Character
Length: 23172

Trapped in a leering city and under the shadow of a vast fleet, a pony tries to survive in the wretched ranks of the Chaos-damned populace in the final days to the death of a world of the Imperium of Mankind.

The Portal Project followed in the wake of Princess Twilight's misadventure into one of the worlds of the humans. The brightest ponies from across Equestria created new portals to fantastic worlds, and humans became merely a common encounter in the various expeditions. There were less than successful moments in this age of discovery, however. Hostility and violence sometimes waited through the portals, and ponies were lost.

Some worlds were much darker than others. Most would kill a pony outright, but others would snatch them up in a whirlwind of bloodshed, pull them screaming into the damnation, and ponies would come out changed- if they came back at all. Some did not, which for their families and friends, was probably for the best.

Published 2016-06-03 23:20:01 UTC
Last updated 2016-12-31 22:20:54 UTC

II - Downward

They walked on for hours, through a mess of rubble that towered around them. Bodies were scattered in the debris, humans in uniforms and armor, smashed weapons - but mostly the bodies were of wretches clad in rags clutching metal. Barley could see Thess in every one of those corpses, diseased and leering as they lay broken over rubble, torn open. It was utterly desolate, no living humans or otherwise to be seen. Barley sometimes thought she heard voices, but she didn't trust anything in the air of this city, and the voices never approached the pair.

Thess took the time to spit at every one of the uniformed dead, and when the human looked up, her face was increasingly twisted with joy.

"So. Thess. How's life here?" Barley broke the silence, scrambling over what looked to be once a great machine.

"Life?" Thess slurred by way of reply, and Barley's heart jumped at the thought of the human forgetting everything of their past conversation. Such a situation would probably be followed by another murder attempt, weapons or not. Thess stopped halfway up the face of the machine, clutching at the mess of pipes.

"Life," Thess repeated, her voice clearer, sounding almost haunted by the word. Barley relaxed, so close was she to reaching for the human's knife, buried in her saddlebag. "Life, life, life, life. Sounds weird when you say it a lot." Thess had an unrivaled ability to end a meaningful moment, Barley thought.

"Life before this was nothing. I can't remember much." Thess said quietly, then grabbed a pipe and started hauling herself up again.

"Family?" Barley asked between her awkward efforts to follow the human. Humans were much better at climbing their stupidly complicated creations.

Thess squinted, staring into the metal grating. "Father died when I was eleven. Factory accident, I think. Mother died when I was sixteen, last year of her life was in a bed, coughing. She worked in the underhive, maintenance- air's real bad down there, kills you slowly." Thess paused to cough and retch, then laughed a little. "You know, the coughing she died from was much lesser than the coughing I've got now. Sounds about the same, though."

"Maybe there's something keeping you alive?" Barley muttered, half to herself.

Thess looked down at her hand that had held the knife, cracked, skin peeling and pustules erupting out of every flat space. "I'd hate to see what's inside, yeah."

"You sound better." Barley said idly, searching around for a better way up. The machine was more wide than tall, so they had went up and over; it was a maze of piping and belts and metal grating, hardened metal slag down below from where it had fallen off the belts. The whole thing clearly ran from one great edifice to another, but had fallen over; it was clearest view of the buildings that towered above them that Barley had gotten, and they were just distant shapes in the distant haze. She spotted a series of metal stairs jutting out of the machine's face, and she made for them.

"Yeah." Thess responded as Barley hauled herself onto the stairs. The going was much easier now, simply testing every step before climbing up them. Thess was twenty hooves away, unmindful of Barley's relative ease of ascent.

"So, family," Barley said again.

"I told you about father and mother. No siblings. I'm not leading you to some kind of reunion, pony."

"You're not leading me, we're not going anywhere," Barley scoffed, then darkened. "And all you can remember about your father and mother is how long they lived and how they died. Obsessed with death."

"I disagree, I said what age I was when they died. I don't remember how old they actually were."

"Well-" Barley sputtered, "that's not better at all! What about the pon- excuse me, people? Yes, people. The people they were. How they were. They were your only family, and you can't remember a damn thing about them! Excuse my tone."

Thess burst into laughter, pulling herself against the piping to steady herself as she closed her eyes and grinned at Barley's words. "Tone? Excuse the tone?" she choked out between laughing and coughing.

"That's - dammit, it's habit," Barley cringed.

"That habit's gonna die, pony," Thess commented, and continued her climb. "I mean, or you could die first. Either one."

Barley fell silent. She'd actually swore at the human, coming off the high of the fight - but now that they were talking and resembling sane creatures, she was back to her old Equestrian habits. Barley held no illusions to how well those Equestrian habits would fare in this city. She rather wondered as to how other ponies from the Portal Project had fared in situations like hers- how had they been changed? How badly? How badly could she be changed before she died?

"That doesn't get rid of my point, though. If it wasn't you, I'd label anyone who couldn't remember the parents that sired them as Stars-damned selfish."

"You're a damned soft one, pony. I don't remember them because no one does. I never knew their age. Hell, I don't know how they met. Mother was kind, I don't remember father at all. There's nothing to remember- what, they came back from the work every night, until I was going off to work at ten?"

"Twelve?" Barley said, shocked. "How was the work?"

"I was small then, fit inside the machinery and administered the rites of passage when they got gunked up, Usually just poked it with a rod from a place I thought I wouldn't get crushed if the gears and belts and presses started up again." Thess chuckled, but her voice was hollow. "Looks like, I never guessed wrong."

"That's terrible," Barley said simply, and was quiet for a minute. "When I was twelve, I was feeding the livestock every morning, then going off to school."

"When I turned fourteen - well, when I was too big to get into the machinery well and I couldn't hide around in the ducts to pretend that I could-"

"Why would you want to make them think you could run around in there?" Barley cut the human off, gesturing into the dark bowels of the machine they had almost climbed over.

"Could see it in the eyes of the older workers that watched me clamber in there. I remember that damn well. I had the same look a year later - laugh all you want pony, couldn't ever imagine you laughing at someone else - I had the same look of envy. You know what I was supposed to do for the rest of my life? Line up two components to get five screws put into them by five workers down the line, and then they got stamped together by a press. That's it. Same damned task, fifteen hours a day, six days a week. Seventh day is the Emperor's Day of Contemplation, half a day's work and half a day's prayer. Same goddamned task. I'd be lucky to be alive at thirty." Thess ended her tirade, having stopped her ascent just short of the crest of the machine.

Barley was silent, torn inside. Part of her increasingly saw Thess as a living, thinking creature - a unique soul that was to be valued by every tradition Barley had grown up in. Another part of her now realized of how little value Thess was, how infinitely replaceable she was to this city and to this world. It made the perception of Thess as valuable that much scarier, disease and madness aside. And Barley had always thought of herself as unimportant - always imagined she'd live a simple life, aspired to nothing more than to perhaps be fondly remembered by her ancestors. Thess couldn't even hope for the latter, it seemed.

"I'm nothing, pony. Forget about it." Thess said.

"No," Barley shook her head, "I won't forget you. Count on that."

"That's sweet, pony, but we're just gonna die and then there's no one that cares." Thess said flatly, pulling herself over the crest of the machine, peering over into the rest of the plaza.

"You can say that about anything, but I care, Thess. It's in the nature of ponies. Only thing that matters is the personal bits - get what I'm saying?" Barley stopped at the top, sighed. "I care, Thess. Does that mean anything at all to you?"

"Look, there's a wretch down there." Thess said, voice distant; she had climbed over the crest. Barley scrambled up and over. Below them a human in rags stumbled along, clutching a bit of metal.

"What's with him?" Barley asked.

"Eh, just a straggler. I'm sure we'll meet a proper band farther down: I was with one, till that whole ruckus that spat you out," Thess pointed at Barley, and turned around and looked up, into the haze. "We were headed for the spires, I think, killing us some scrag-headed nobles."

"I'm glad we're headed down and away, then," Barley said.

"Fun's already started, probably long done," Thess said dismissively, waving an arm in the direction of the spires - Barley squinted, and soon discerned flames roiling in the haze, dark shapes towering into points, shimmering from what could only be fires. "Anyway," Thess continued, "let's see what this one's about. H'elay!"

Barley jumped at Thess's yell, grabbed at the machine and pulled herself closer. "Greeting." Thess added, by way of explanation. "Back in Manufactorum Four-Two."

The wretch below heard them, snapping his head upwards to their perch, but showed no sign of recognition of the greeting. Instead, he shook his crude weapon, screamed, "I'll rip out your scragging guts! Dance 'em all pretty over this blade!"

Barley gasped. "Oh, goodness."

"Hurt your ears, pony?" Thess looked over to her companion and smiled.

"Didn't know you mad-humans, didn't know you could even shout something understandable like that. I mean, the chanting and the screams," Barley shuddered, "but that's..."

"Well, let's stick the bastard." Thess said, jumping off the crest and down the slope. "Come on, pony, let's get on with it."

Barley opened her mouth to protest, but she remembered where she was and the outraged words died away. "Just like that?" she asked, following Barley as they made their way downwards. The slightest bit of self-reflection in Barley was horrified at how little thought she put into this - ending a life!

"Yeah. I'm not gonna walk around this scrag-head," Thess said, then stopped halfway down the slope. The wretch down below was screaming all the while, trying to scramble up the face of the machine, but he kept slipping and falling. His arms were worse than Thess's, bare and falling apart, the visible bone the cleanest part of them.

"Can I have my knife?" Thess asked, looking over to Barley with an earnest look. "Come on, I could have just pushed you off the top of this thing. What, am I gonna kill you over that idiot?"

"Does this make me an accessory to murder?" Barley muttered, shook her head. "No, by the way."

"Oh, come on," Thess crossed her arms. "You're going to make me strangle that bastard to death while he's got a blade?"

"I'm not making you fight," Barley tilted her head to the side, "and we can go around."

"You're a scragging servitor, pony, you know that? A servitor." Thess shuddered at the word. "Some kind of servitor that looks out for people's lives just as dumbly as the ones that walk over furnaces to twist a handle on a release valve. That was a terrible - what was it?"

"Metaphor."

"Me-ta-phor. " Thess recited. "Thanks."

"You're being dramatic, this is the first time I've put a protest to your bloodthirstiness. This is ridiculous."

"This is ridiculous." Thess agreed. "You act like his life means something. We end it and keep moving. You want to die up on this platform, arguing. Stupid death, even for me."

"Ponies care about life, Thess," Barley said, shaking her head, "

"Lemme explain it, pony." Thess growled, stepping towards Barley. "His life doesn't mean scrag. My life doesn't mean scrag. No one you'll find down here means anything, and you're an idiot for thinking anything else. Let me kill this bastard, and we can keep on going. Got it?"

Barley saw the hardness in Thess's eyes, bloodlust and anger glaring down on the pony. Barley did not want to fight Thess, not like this, and not over this. "If none of it matters, then," Barley trailed off, passing the knife to Thess. "Damn you." she whispered, but the human didn't notice, or didn't care.

Barley sighed in relief when Thess shifted her gaze downwards to the screaming wretch, then cringed as Thess jumped down, walking up to the wretch. There was no finesse to it - Thess was a killer, but she wasn't a skilled one. The wretch made to lunge at Thess, but she was quicker, jabbing the knife into his stomach, pulling him close. The wretch barely flinched as Thess stabbed him again and again, the two locked together, till Thess reached up and pulled her knife over the wretch's throat, pushing him away.

Barley looked away and gagged. She could stand the murder of ponies around her when her life was in danger; she could stand dead bodies. Somehow, she couldn't bring herself to watch a human she'd had a normal conversation kill someone. A few seconds passed till Barley could look over the edge again. Thess stood over the corpse of the wretch, going through its pockets with one hand while the other was gripping the growing stain of red on her rags.

Barley made her way down. "You're hurt," she said quietly, running up to the human.

Thess was breathing heavily. "Bastard got his knife in me." she gasped.

"Goodness, he did. That wasn't long. You're alive. I'm glad you're alive, Thess." Barley said in a rush, stumbling over her words, a surge of emotion making her shudder.

"Yeah, I got him," Thess regarded the pony oddly. "Coulda used your help."

"Yes, of course," Barley muttered, drawing up alongside Thess, softly touching her bloodied hand. "How bad is it?"

"It's not bleeding. Went deep, but it's not bleeding. Just hurts," Thess grimaced. "I don't think it's bleeding, at least." She took her hand off of the wound in her side, revealing a mess of torn flesh and yellowish ochre, clumps of a chalky substance clotting up her wound. Blood oozed thickly out of it, turning black as it touched the air.

"That's not normal." Barley shuddered.

"It's convenient, though," Thess said. "I don't think I even have to bandage it up. Hurts like hell," she held up her arm, diseased and cracked, "but what doesn't? I'll be fine. You're bleeding."

Barley blinked. "Where?"

"Cut I made a while back," Thess giggled, "It opened up again. Your face is covered in blood."

Barley felt her cheek with a hoof, remembering how Thess had slashed her in an alley far above. Her hoof came back bloodied, and Barley was horrified at how little she felt; no blood, only the faintest ache in her cheek after straining for any sort of feeling. "Looks a hell of a lot nicer than that ugly yellow skin you've got there," Thess continued.

"It's a mane, my mane is the color of barley," Barley said absently, again touching her cheek and swirling around the blood. "How bad is it? It feels like a lot of blood."

"Oh, it's a lot," Thess nodded, "I know scrag about how much blood a pony's got in 'em, but you're still bleeding. Here," Thess reached over and ripped off a length of the rags on the corpse of the wretch, carefully lifting it up to Barley's cheek and wrapping it around the pony's head. She fiddled with the ends for a minute, failing with her knot, before shuffling over in front of Barley kneeling down to her height.

She looked Barley in the eyes and smiled, and Barley forgot the stinging pain in her cheek when she saw the warmth in Thess's eyes. Humans had little beady eyes, and Barley had seen little more than them narrowed in hatred in this city until this moment. Thess brought a hand forward and ran it over Barley's uninjured cheek, her touch softer than Barley could have imagined Thess being capable of. Barley shivered, Tess shifted her gaze back to the makeshift bandage, and the moment passed.

"That'll do, for now. You ought to get whatever's inside me, makes it a lot easier." Thess said, standing up.

Barley shivered again, but there was no warmth anymore. "I'd really rather not. Plain old red blood is fine with me."

"Let's keep going, then," Thess said, turning towards the exit of the plaza. "Down and down. This is pretty exciting."

"Didn't make it very far back in factory life, right?" Barley asked, reaching down and grabbing the dead wretch's knife in her teeth. It tasted like rust, and with a start, Barley realized it also tasted like blood. Thess's blood.

"Got that right," Thess walked off, stopping a dozen paces later to glance behind her. "Barley?"

Thess saw the knife go into Barley's saddlebag. "That's my girl," she grinned.

Barley bristled at that, but it was rapidly becoming a strangely welcome constant in the city. There was a fine line between annoyance and affection, and both were feelings that Barley was starving for.

Beyond the plaza was more ruined alleys, till they came across a huge chasm whose depths held an impenetrable haze like the sky, the dull glow of fires burning below. They were walking down a catwalk at an incline beside an enormous factory that jutted out into the empty space, to their perspective a wall them that soared hundreds of meters above their heads, the smokestacks disappearing into the darkness.
It was an hour later when Barley noticed that night was leering over the city. The haze above had darkened, the shadows were growing softer and blending into the ground.

"Hell of a view," Thess commented, breaking the silence between them that had existed since they gotten on the catwalk. The thunder of industry and the staccato of what could only be battle still echoed from below them.

Barley didn't respond, didn't see much to be happy about out on a strip of metal that groaned and creaked while keeping them from falling into the chasm. The cliff of spires and windows and charred craters was fading into the haze and darkness, leaving them alone on the catwalk with a void on every side save that of the blank, featureless factory wall. The scale of it all terrified Barley, knowing that the city still stretched out beneath them and behind them. The factory wall was smooth, the catwalk rusted, or perhaps bloodied. Rust and blood were the same to Barley, decay and death. The city was getting to her, she realized. Surely she would have thought that blood was life, back in Equestria.

"There's someone up ahead," Thess said, cutting into Barley's thoughts. "Hear it?"

Barley stopped and strained to listen. There was a voice, low, speaking incomprehensibly in front of them. Metal, clattering and scraping over metal. Barley wondered if they could turn back, but Thess wordlessly ran ahead and Barley followed.

A form appeared in the haze, one of the armored humans that Thess despised and whose corpses she spat upon. The human was soaked in blood, leaning over the railing, vomiting into the blackness. It retched and mumbled and even Thess had stopped, staring on. Its shoulder armor had the letters 'PDF' etched into it, the two-headed eagle motif clearly visible on its helmet.

The human looked up to them, and Thess tensed. She almost looked afraid of the human in front of them, the symbols of authority still proudly unsullied.

The armored human looked straight at Barley. "What are you doing here?" it rasped. "Why are you damning yourself here?"

It did not even seem to notice Thess, its beady little eyes wide and straining in fear. Barley's stomach churned at the words, glanced over to Thess for her only reassurance in this city. Thess was fixated on the little two-headed eagle, her obvious fear disappearing, her eyes narrowing with hatred.

"Let's burn this bastard," Thess growled, stepping forward, raising her knife. The armored human reached to his belt, pulled free a knife of his own, the fear leaving his eyes, replaced by the same bloodthirsty madness that Barley so often saw in Thess. Behind the evil, Barley's untrained eyes recognized the ease in the armored human's stance, the practiced way that he gripped his knife. She opened her mouth to warn Thess, to tell her that she was might be outmatched.

Thess jumped forward, but the other human took the knife's edge to his armored chest and struck her down with a brutally strong blow, delivered with the gauntlet on his forearm. Barley blinked, rooted in place by the swiftness of it. Thess scrambled backwards, grasping for the railing, trying to pull herself up. The armored human stepped forward, drove his knife into Thess's stomach, flecks of black and blood spraying out. He gripped her shoulder and threw her against the factory wall, raising his knife again when Barley slammed into him.

They struggled, locked together, but there was a desperate rage in Barley and she had the advantage of being on top. His face and her hoof turned red, Barley pinning him down as she scrambled for leverage to throw more weight into her blows. Teeth leered out of the bloodied mess of his face, biting into her hoof, skin ripping as she pulled it back. Something clattered to her left, she glanced over to see the human trying to grip his fallen knife. She struck at his outstretched arm with the strength of sudden fear, heard a crack and saw the arm flail, folding halfway down the forearm.

Still, he was reaching for the knife with his broken arm, raging up against Barley's weight. The scared man was gone, an animal in his place. Barley was glad beyond words when she noticed Thess crawling up, clutching a knife in one hand and trying to stem the flow of blood and ochre from her stomach with the other.

"End it," Barley snarled, holding the armored human down with all her strength. She was distantly surprised when Thess did not immediately thrust her knife into the other human's neck.

Instead, she felt something brushing against her mouth, the knife - the handle of the knife being shoved into her mouth. Straining against the armored human with all her might, Barley risked a moment to glance over to Thess, trying to gather enough air in her lungs to yell at her companion to finish off the squirming animal beneath her.

There was a heart-breaking evil in Thess's eyes, a malignant grin twisting her face as she forced the handle of the knife into the grip of Barley's mouth. Trading glances with Thess in that moment was glimpsing utter madness, Barley unwillingly biting down on the handle so the knife was not forced into her throat. Shaking hands grasped Barley's head, trying to push it down. Her body was spent, every muscle burning, her mind screaming for her to end it.

She stabbed the armored human in the face, the knife making a sucking noise as it slid into the red mess. Hot tears stung the wound in her cheek as she brought her head up and down, teeth jarring as the knife scraped against his skull, until something cracked. The armored human spasmed, then was still, dead without a word. Barley thought that he had deserved a final sentence or two. It looked like he had had a story to tell. She had scrambled back from the corpse, lying against the factory wall, tears streaming down her face. She had ended that story.

Barley looked to Thess, sitting on the ground. The human did not meet her gaze, clutching at the red stain on her stomach.

"Thess," Barley said evenly.

Thess glanced up, blinking, the madness gone from her eyes, replaced by a pained look. The human's features were twisted with emotion, and Barley felt her own surging anger fade away into nothing. She was surprised at how little hatred her voice held. Barley thought that she should be utterly outraged, but she only felt hollow.

They lay there in the cool stillness for a while, till Barley opened her eyes to find Thess rummaging through the pouches on the corpse's belt. The pony rose to her hooves, hardly feeling her new wounds, and continued down the catwalk. She was dimly aware of Thess following her, but when she looked back, the human did not meet her gaze again, glancing down every time.

"Are you alright?" Barley asked.

"I will live," Thess answered quietly. "I'm afraid the madness makes me very hard to kill."

They continued walking along in the darkness.

"I do not think you will win that fight," Barley said after a while.

"Against that trooper? I shoulda had him. I'll do better next time," Thess said, and Barley supposed that was quite the admission for the human.

Barley shook her head. "I do not think you will overcome that madness," she said. "I do not think my presence will save you."

Thess did not respond, but the next time Barley looked back, the human's hands were balled into fists and there were tears in her eyes as she stared at the grating beneath them. Barley supposed she should reassure her companion to her sanity, but she felt it was appropriate for the human to stew in her self-made misery for a while longer. She was very distantly saddened at her coldness, but she said nothing comforting to the human, nothing at all.

They came to a door in the factory wall, and inside was a cargo lift. They went inside, pulled a lever, and the compartment rumbled downwards at a walking pace. Barley was exhausted, unable to care where it would take them or what they would find at the bottom, and curled up in a corner without a word. She did not break the silence when Thess crawled up, wrapping an arm around the pony, nestling up against her. The human felt frail and weak, distinctly alive in this leering city. Barley found herself absently stroking Thess's coarse hair till she fell asleep, the sounds of the city muffled, listening to the human's shuddering breaths.

And The Righteous Did Not Submit

It was the righteous that killed Lorn III. Life can exist in damnation, but this mockery is cleansed in the fires of virtue. In the case of Lorn III, this would leave nothing left.

The Planetary Governor of the planet was a fop, a grossly overweight dandy that surrounded himself in the most extravagant fooleries, a mockery of the infinity of toil and suffering beneath his position. He was not a fool, however, surviving for almost two centuries in the face of a tenth of the nobility that were servile to him and nine tenths that did the same with every intention to assassinate him.

Thus when every maid and servant of a relatively trusted noble adviser drew long blades out of their flesh and tried to murder him, the Governor's guards and refractor shields protected him. The Governor watched as hives began to fall to this new damnation, more often than not screaming their bloody intentions for him before the vox networks went offline; he knew he was doomed to Imperial justice for the enormity of his failure, and doomed to the justice of his own people if they laid their hands on him.

The Governor fled in the Solarius Astoria Nostara and was killed when an orbital defense station opened fire from a thousand kilometers out. The loyalists in the void defence network did not wreak vengeance on the defense platform that had destroyed the Nostara, having an excellent view of the madness on the planet surface and being unwilling to start fighting in the safety of the pitiless void.

The Lord Captain, His Glorious Holdet Bastantua of the Planetary Defense Forces died at the walls of Hive Doral, the first hive to fall to the madness. He had been giving a speech to the Sixth Army, drawn up in ranks before their assault - the Governor's Sixth, as it was known, was by far the most competent formation in the Defense Forces of Lorn III. A single trooper stepped out of the ranks, raised his lasgun, and put a bolt through Holdet's head. The Damned Sixth would fight a losing action in the next weeks, chased across the wastes by the population of three hives and several traitor regiments of their comrades. They fought skillfully and bitterly, and in the end, nearly 30,000 of their number were evacuated alongside various officials in the port of Daemaskas.

A word of note; commendations were given to the leaders and ranks of the Saggart 45th, 23rd, and 287th regiments of the Imperial Guard that fought on Lorn III alongside the Sixth Army. The 96th Saggart fell to Chaos in that same time as they held the flank of the Sixth's retreat for two weeks against the damned populace and the traitor Fifth Army of the PDF. Perhaps a third of the loyal Saggarts deployed to Lorn III left the surface alive, an astonishing feat given the circumstances.

Sources from The Death of Lorn III and its Notable Events by Acolyte Torban of the Ordos Hereticus. Pg. 237 Sc. 2 p/1, 'The Fate of the Governor and the PDF Commander' and Pg. 4572 Sc. 1 p/1 'Introduction to the Fall of Daemaskas'

Compiled by Acolyte Viola.

Author's Note

A great deal of things got in the way of any updates, but I haven't abandoned this story. This is another of those short pieces that expand the background of what Barley and Thess are experiencing from the ground. Next proper chapter is almost done, so the update will be in the next few days, for anyone that still remembers this story exists.

III - Heart

It had been a lazy summer afternoon when the letter had come. The mailpony had a big, goofy grin on his face; the sole letter addressed to Barley's family that day had a prominent royal seal on it, bearing the stars of Princess Twilight. It wasn't tax season, so everyone knew what it was for.

Barley had been sitting out in a field full of young plants of her namesake, reading over the letter again, the words that accepted her application to the Portal Project. Her most beloved sister was next to her, sharing in her quiet happiness. She had been glad of her presence - her application to the Project had been the source of no small of strife in her family as of late. Even though her father had been as enthusiastic in congratulating her as her mother or any of her five - six? - other siblings, she painfully remembered overhearing the angry words her father had exchanged with her teacher. A disgrace to earth ponies, her father had said. Sending our children off to the whims of the Canterlot unicorns, he had spat. Her teacher was responsible for her entry into the Project, handing out applications in class one day and explaining Princess Twilight's vision of ponies from all backgrounds joining in the greatest journey of discovery in ponykind's history.

She struggled to remember the name of the sister keeping her company that afternoon. She was a younger sister, they had loved each other dearly, but their relationship had faded in the year that Barley had been in Canterlot with the Project. Their correspondence by mail had grown less frequent as Barley became more involved with actual Expeditions and the sister became fully burdened with harvest season back home. Barley tried hard to remember that happy afternoon instead of her nameless sister. The contentment flooding her

The afternoon had been humid, the rows of barley swaying in a light wind. The light of the sun was casting shadows, dancing across her sister's face, radiant. Her beloved sister was always bursting with life - she would have been a poor fit as a common earth pony in the Project. She never did understand what Barley wrote about, the frigid starkness of the halls of the Project facility, the increasingly sterile procedure that suffocated the common workers as hostility and horrors were encountered in the various portals. Barley still had her slight accent during that afternoon, before a year of the Project washed it away to leave a refined, clipped manner of speaking. A quiet twang as Barley struggled to voice all her doubt and fear for the future, her sister beside her, nuzzling her wordlessly.

It was a timeless thing. Earth ponies were herd creatures, from time immemorial - to comfort another was ingrained in their very being. Earth pony conscripts singing songs and crudely joking, about to war for the politics and heartbreak of their unicorn landlords. Earth ponies put out of their traditional jobs by modernization, grimly closing ranks and keeping their families together as they emigrated to the cities of suffocating industry. Little things, bad grades and bad harvests and distraught lovers and simple hard times. Companionship and friendship was rarely optional for earth ponies, but it was hardly forced upon them like the taxes of their historical landlords.. Barley very fondly remembered that afternoon, warm and shared with somepony who could not understand but tried anyway, and listened. Barley would have broken down in that field and cried without the company, and her sister made the bizzare and breathtaking first months of her time in the Project infinitely more bearable. But her sister could never reach her now, no letters could be exchanged, she was damned forever in a situation infinitely worse than leaving her home for the Project.

Barley woke up slowly, the crisp summer air yielding to the staleness of the lift, bright fields fading to a sordid darkness lit by a single dim lamp set in the wall. Thess pressed against her body instead of her beloved sister. The human was still asleep, breathing softly, and Barley could not hear the shuddering rasp that usually vented from the human. Barley wondered at the unspoken trust that the two still maintained, that neither would kill the other in their sleep - then again, what would be the point of it? Obscenely purposeless bloodshed. Obscene, like beating a man's face into pulp and stabbing him until his skull cracked. Barley was distantly surprised to realize that her dreams had not included the presence of that armored human, her victim.

She wondered if she would could have so quick to kill him, Thess's madness or not, if he had been as quiet and peaceful as Thess was sidled up beside her. It was easier to put down a raging animal than a scared girl. How young was Thess, anyway? Twenty? Surely less. If that were true, Barley might be older than the human strictly by years. That was why she had spared Thess, she had seen the fear in her eyes.

Barley shook her head, trying to clear her muddled thoughts. Odd, how scattered she could become in such a dull, featureless space. The madness in Thess was more insidious than a human simply going insane with her circumstances and new-found freedom, Barley decided. If it were simply mindless bloodthirstiness, Thess would have stabbed the armored human herself. Worse, she would have killed Barley too if it were truly mindless. Disturbing, to consider the genuine care that Thess seemed to reserve for Barley. Everything else inspired apathy or hatred; for the most general of concepts, like simply leaving her home, she had a childlike wonder. Yet she was a killer. And she had made Barley a killer.

With that unhappy thought, Barley drifted back into sleep. She dreamt again, her whole family seated around the dinner table back home. They were smiling, joking, laughing, and while Barley couldn't understand a word that was said, she felt the joy and companionship at the table. Mother, Father, and six siblings. Barley saw her chair, wonderfully familiar with all the scratches and chipped paint as she remembered. Then she realized that her chair was empty, and that the ninth member of the family was missing.

She stayed for a little while longer, soaking up the joy of her family, until she remembered that she had to get back to Thess. The lift was nearing its destination, and the weight of the human pressed against her side had left her. She turned, opened the door to her house, and walked out.

Barley woke up.

She felt content, but could barely remember why. The weight of the situation weighed down on her again, and her quiet happiness was swiftly extinguished.

There were voices near and far, yet they never came near enough to heighten the existing fear and paranoia aching in Barley as she came to her senses. Instead, she got time to mull over her situation again - which was in fact her thinking about everything but her current circumstances.

Certainly the mission through the portal had been a bloody disaster. One instrument lost and surely more, at least ten ponies dead, surely more. The survivors would need counselling, ordinary work-ponies and scientists having seen such bloody sights that were usually reserved for the Guards and advance teams. Barley herself would probably be curled up in a corner in her little six by eight room on Level Twelve of the base, visions of ponies being ripped apart leering in her eyes, if she didn't currently have a great deal more to worry about.

Surely the head of the Portal Project would be angry. Miss Sparkle was difficult to please in the best of circumstances, and she was one of the few ponies Barley imagined would be more upset with the dead ponies and trauma than the instruments lost.

Barley racked her memories for ponies that had been changed, ponies that were different upon return from a Portal Expedition. How much could a pony endure before they were unrecognizable? How far could they be twisted?

And most of all, how did they change? Were they forced to by the natives, or did they do it out of their own will, driven by necessity? Barley could not remember.

She looked up to Thess, standing and facing away from her. The human was humming a cheery tune, gently swaying her hips back and forth to a wordless rythm, her long skirt swishing. Thess was wearing a skirt - Barley had not really thought about the human's physical appearance, beyond the diseased skin and maddened eyes. A skirt of a coarse material, heavily patched up, and a rough-looking blouse that was torn in many places, bloodstained. Very practical, Barley approved, it reminded her of the dress of ancestors who had gone off to the cities to work in the new factories - far smaller than the ones that currently surrounded her, of course.

Yes, she hadn't thought much about Thess's appearance before now. She had more focused on the human as a person, her past and family, and Barley did not want to think about Thess as a person. She remembered the terrible evil that had burned in the human's eyes as she had made Barley a killer. It seemed indecent that the quiet girl in front of her held such darkness. At a glance, this city was evil - its architecture imposing and outrageously exaggerated, the fires and the screams, but Barley would not instantly take Thess to be an insane murderer if she forgot everything and met the human again.

Barley knew otherwise, though. She knew very damned well otherwise. She noticed Thess had turned and was looking at her; Barley hoped that Thess would keep to herself. She didn't want to think about what had happened.

"Pony. You holdin' up?" Thess asked, looking to the side. No such luck.

"I'm fine," Barley said absentmindedly. A minute passed in silence.

"Barley," Thess said again, her voice slightly strained, "please talk to me again."

"About what?" Barley said, her words slow and lazy. "You know where this lift will take us?"

"No. I- I really wish - I really miss it, you prying into my life. I really miss it." Thess spoke quickly, still avoiding Barley's glare. "I wish you'd ask me stupid questions about how I feel and how bad the wound is. And I wish you'd tell me about your life. I never asked."

"Mhm," Barley muttered, and Thess winced at the dismissal. The human fidgeted in the heavy silence for a minute.

"You're so talkative and earnest and bright," Thess finally said, looking over to Barley. "That's what's missing. I called you a daemon because you didn't look at all like you belonged in this hive, or talking with someone like me. Your skin - your mane, it was so clean and soft, your manners were so soft, everything was just different. Likable's not the right word."

"Enthralling," Thess frowned. "That's what that travelling preacher said, he said the Emperor was enthralling. He made a really lovely speech. If that man had been our regular preacher, I might have had more faith. I mean - I always had faith. But it was weak, weak and brittle. You were enthralling."

"What am I now?" Barley murmured.

"You look like you belong here," Thess said instantly. "Bloody and hopeless."

"Thanks for that," Barley said flatly, and it was quiet for a while.

Again, Thess was the one to break the silence. "I should be dead now. I can feel stuff leaking out of my stomach, mixing around. I don't know anything that a medicae would, but I've seen plenty of workers pulped by machinery, and when the insides start mixing you're supposed to die. Hurts like the devil, but I'm not dead. I don't even feel much worse. I got stabbed in the stomach, Barley, real deep."

"Didn't get a knife to the face," Barley observed. Thess flinched at the words, but the pony's voice was casual.

"Was that a joke?" Thess asked earnestly.

"I don't know." Barley frowned. "I want to be offended. But it's hard not to follow your example with all this death stuff. You make out alright."

"I don't," Thess muttered. "Not when I can think like this. Without the madness."

"But it doesn't matter," Barley said. "What you think here, how sane you are in this quiet little lift, it doesn't matter. Not when you jump right back into evil whenever there's blood to be spilled. "

Thess did not respond, and when Barley glanced up, the human's face had a haunted, pained look. Barley was very tempted not to say a word, seeing how effective her last condemnation had been.

She did not remain silent, however. "What's wrong?" she asked, her voice hard.

"Feels like ages ago, you told me you wouldn't forget me. You said you cared. I really liked that. It made me feel valuable."

Barley gave her an odd look. "That's not what you said at the time."

"I know, I know," Thess winced. "But that's how I felt. I really, really regret making you stop caring. That's all."

Barley stared at the human. Thess looked utterly fragile, weak and scared, life gone from her eyes. She did not look mad. She looked like a young creature that was scared to lose her self-worth. Against her recent memories, Barley's face and manner softened.

"I... I will not forget you. You still matter," Barley said. "That's all."

Thess smiled with a warmth that lightened Barley's heart. They were silent again, the roar of the city growing louder as their lift neared the bottom of its journey. Abruptly, what felt like a physical wall of stench and brightness slammed into them as the lift exited its shaft and descended into open space beneath the factory. Enormous, ornate columns held the factory up, and smaller, spindly networks of metal connected the floor of the factory to the ground with lifts.

There was a great noise that hurt Barley's ears, but it took a minute for her to recognize it for what it was. Innumerable voices, a roar that echoed up from the ground. Barley hauled herself up, wincing as she put weight on the hoof that the armored human had bit into - staring over the edge of the lift she saw thousands of little figures below, a horde of humans passing beneath them.

"That's bad news," Thess breathed, staring down at the same sight.

"Friends of yours, Miss For'twa?" Barley asked dryly.

"You remembered," Thess was wide-eyed, her face twisted but smiling, looking up to Barley. "I only said my last name once."

Barley nodded, still mostly transfixed by the thousands of humans below. "I said I would remember you. Thess 'li For'twa."

"Thank you," Thess said reverently, and the moment passed. "This won't be good, though. Even from up here, you can see some of them are different. They cut open their arms for the altar that the sack of flesh made, they got all twisted. I didn't want any part of it, but a lot of my mates just lost it. Scragging damned, they are."

"And we aren't?" Barley shrugged. "Will they kill me?"

"Maybe. I'm worried that they might want to share. You should - you will see 'em, Barley. They have arms growing out where they shouldn't be, horns and spikes out of their skin. It's the madness, and they embraced it. The weakest and the cowards who wanted strength, and the strongest who wanted strength. The people with ideals, the ones who got up on the boxes to give the speeches, they got the 'blessings'."

"And where do you fit?" Barley asked. "You looked pretty rough yourself, running around with that group."

Thess winced. "I loved the freedom of it. The middling ones didn't care much for the blessings, else they weren't middling. But we're all mad here, one way or another. If nothing else, we all know that the Governor will kill us happily enough for being from a rebel Hive. Everyone will fight."

"So you're far from the worst this world has to offer." Barley sighed.

"Hopefully I'm a little better," Thess grinned, but it faded quickly.

"Prove it." Barley challenged, and they fell silent again, watching the horde stream past.

Another minute passed, and the lift reached the ground, slowing as it entered a tiny building. The lift still came down hard, machinery screaming as Barley braced against the impact - rather too late, she wondered if the lift was supposed to be manually controlled against its self-destruction. Either way, neither she nor Thess had any plans of going back up and returning to the heavens. Barley looked around at where they had ended up - one wall was a loading ramp and an open space where a large cargo door had been, now lying crumpled to the side - the other three sides were dull and grey, made of the same smooth rock that Barley saw everywhere in the architecture of this world, this city, this 'Hive'. It was dark underneath the factory, and darker inside the building; only the distant light of vast lamps on the underside of the factory and the flickering glow of torches carried by the masses of humans made anything recognizable.

The pair had a good view of the humans streaming past, and neither made a move to join crowds. Barley was transfixed; an endless line of Thess clones in dirty skirts and blouses and working pants and ragged shirts, and the odd mutant, horrifically twisted. Leering faces and empty ones, humans who seemed full of terrible confidence and those who looked utterly terrified by their surroundings. There was one with her left arm gone, replaced by a sickly red blade, chitin-like. Another with a mess of spiked chains welded to the stumps of his hands, a man with a lone spike stabbed into his spine, bearing a symbol of an eight pointed star, drenched in blood.

Barley stared at the eight-pointed star, realizing it was repeated throughout the whole horde. She shuddered at it, saw an infinity of evil and malice raging inside the star. It was a symbol of hatred and blood, the Hive screamed that to her, it was the cause of all this chaos and death. Barley knew it was the madness given a symbol, and she shrunk from it.

"We have to go out there," Thess said eventually, and Barley imagined that the human was partly talking to herself.

Barley glanced over, and indeed Thess looked intensely unsettled. There was a baleful look in the human's eyes, but at least it wasn't the madness.

"We don't have to," Barley said, frowning. "I know I don't want to."

"Well, what choice have we got?" Thess said, looking unconvinced by her words.

"Where are they even going?"

"Hell knows. Maybe hell. Look, Barley, we can't stay here till we rot. I mean - not a terrible idea, really, but there's something important happening out there. Look at all those people! Look at the scale!"

"You sound better," Barley said, "and those sounded like real reasons. I don't agree with them, but if curiosity's sending you out there, you're not going alone."

"So we're going?"

"Yes," Barley said, then reached over and pressed a hoof into Thess' side. The human winced, and Barley continued, "but promise me to the Stars and to your Gods and your knife that you'll stay like this, right? Not running out there because you don't have a choice, but for something else. Just-"

"No madness," Thess interrupted, looking away. "I swear it. Put a knife through my throat, I won't stop you, and no one else will care. Put a knife through my throat if I ever do something to you again."

"I didn't ask for that," Barley said, but Thess was already staring at the crowd again.

They rose together, wordlessly, and joined the crowd. The stump of an arm sliced down Barley's side as they jostled against the press of twisted humanity, and soon Barley and Thess were unconsciously leaning into each other so as not to be separated.

Before the Descent Into Hell

Entry No. 1
My name is Private Hei Ed-Song of the - wait, it's not - I don't have an eraser on this thing, bought it for a whole ticket of scrip - my name is Hei Ed-Song, private is my rank.

My name is Hei Ed-Song. I am a private in the auxiliary rifle company of the Saggart 14th. I have procured a notebook and a small charcoal stick, having decided to take notes of my service in the Edek Auxiliaries of the Saggart Infantry of the Emperor's glorious Imperial Guard.

I do not believe additional entries will be quick to follow. Colonel Diefenbaker is an exacting man and pays special attention to the conduct of the auxiliary units. We are currently on the troop transport Daughter of Boetia and the hum of the engines is pervasive. More drills will be conducted on the fifteenth deck in a short while.

Diefenbaker- the Colonel, Colonel Diefenbaker is a rigorous man, but Sergeant Mencken is alright. He's served in combat before, rebels in my province, actually, but pleasantly, he doesn't hold it against me or any of my fellow auxiliaries. Our province rebelled but all the Edek soldiers in the 14th were from loyal areas. Sergeant Mencken is running card games in the barrack rooms, I imagine most of my free time will be spent there. Daily life in the auxiliary company is not interesting at all. I will recount any major events, though.

Entry No. 2
I've been thinking about it a long time, listening to my comrades reminisce about home - thinking that I'm very glad that I really have no ties to draw my thoughts back to Od-noen Saggart, our planet's name is Saggart and its dominate people are the Saggarts. I have no wife, my father is peacefully passed and my mother will not long follow. Sister is distant, but well employed. Well, hah, Mei is very very distant right now.

I'm just glad I don't have much of a reason to miss home.

Entry No.3
We have arrived at the staging area for the entire Battlefleet Lorat, the fortress-planet of Mydon-III. There are no windows, but the warp engine has quieted. All the officers have disappeared for some kind of briefing.

Addendum
We are not going to Mydon-III. Rumor has it that the warfront that had been the reason for the 14th being raised has actually been won by the Imperium. We are to be landing on Mydon II, an industrial world. Also, our passage through space has actually sent the Daughter of Boetia one-hundred and thirty standard Terran years into the future. Everyone we left behind is dead, which has caused great anguish in the ranks. The Saggarts of the regiment are more hard-hit, their families are tight and their societies intact. Us Edeks have been occupied for centuries and while my family had it better than most, shocking loss is not so unfamiliar to us. I feel absolutely no joy in the Saggarts' suffering, though. The corridors echo with the crack of lasfire, many are joining their families by the barrel of the gun.

Addendum No.1
Colonel Diefenbaker was one of the ones who shot himself. No one knows what will be next for us. Edeks are alright, like I said, mostly. The Saggarts look like ghosts.

~~Addendum N~~
Entry No.3
No more addendums, it has been three months. We are on Mydon II and are occupying an understaffed PDF fort in the middle-hive of Hive 34. I am in awe of this city. Port Eng-Sol was the largest settlement of my life back on Saggart, and I cannot begin to describe how many that was in comparison to this hive. It is infinite in size, it would take a thousand lifetimes to see any fraction of this great city.

Entry No.4
The remains of the 14th have been dispatched to Hive 21, there has been some kind of disturbance in the lower hive. I am writing this from the 'grav-train' we are taking, it is extremely fast and the trains going in the opposite direction are visibly damaged.

Entry No.5
By the traditions of Saggart, we have added the first battle laurel to the flag of the 14th. We aided the PDF in putting down a fanatic rebellion. Losses were not extremely heavy, but I do not know what our regiment's future is with so very few men left from all that has happened. Out of 10,000 we hardly have 4-5,000 left.

I killed a man down in those suffocating metal tunnels. He came at me with a curved knife and in bright robes, and what he was yelling hurt my head to listen to. I shot him through the chest with my lasgun.

Entry No. 6
I was on leave in the lower levels of 34 (it really feels like home now) and I met this girl a ways down a dusty alley. She is named Judith and she is the receptionist to a small insurance firm. She was very bored, she talked happily for hours. I have not spoken at length with a native of Mydon II and they are bright, earnest people underneath their shells. At least Judith is. I am writing this from a rented hab-room on her level.

Addendum
I am sitting again in this rented hab-block. I must go back to the lift and make my way up to the garrison shortly, but we have another meal that we plan to share in less than an hour.

Also, my comrades and I are back in Hive 34, I forgot to mention that. The 14th Regiment does not exist anymore, we have been incorporated into the recently-arrived Saggart 287th. Apparently Imperial Guard tithes have really taken off back home in the century that we were in transit.

Judith is the most wonderful woman I have ever met. I pray to the Emperor that this can somehow work.
Entry No. 7
We have marching orders. I have paid a man half my hive scrip to deliver the news and a written message to Judith.

Entry No. 8
The 287th has been bloodied in the Ork raid on Kastal-Voda. We were hurriedly loaded to our transports about a year ago and were rushed to the nearby star system, and the travel was flawless this time. The volleys I was a part of killed many Orks, and by the grace of the Emperor, I was not hurt. I cannot remember many details. Combat is a mix of numbing tedium and intense, terrifying excitement and noise and sound. The xenos died beneath us.

Entry No. 9
By virtue of 'service with merit', and probably survival, I have been promoted to Senior Auxiliary Corporal. Saggart and Edek privates are the same, but the NCOs have different branches. Obviously the Saggarts are more privileged and have authority over me, but SaC Hei Ed-Song has a good ring to it. Judith can make a song out of it.

Entry No. 10
I remember this exists. We have served on garrison duty for over half a year and I am now married. The Saggarts of the original 287th, over a century our juniors, cannot understand the morose fatalism of the Saggarts of the old 14th. In turn the 14th men still have a difficult time sympathizing with the homesick petty worries of the original 287th men. They worked together just fine in combat, but garrison duty frays nerves. I am in a world of happiness quite apart from all those fellows.

Entry No. 11
We have marching orders. Rebellions have struck in many places, astropathic channels are silent. Everyone I see of any rank is incredibly tense. I have said my due goodbyes to Judith. If I survive this, I hope to settle down with my wife on Mydon II permanently. We are going to a place called Lorn III. Thank the Emperor that Mydon has been largely spared this unrest.

Entry No. 12
We are above the planet. I found a window, the surface is ugly. It is populated hives, but more than even Mydon II, and they are burning. Black splotches cover the wastes and some say those are the rebellious hordes.

Entry No. 13
We are going to drop now. I am SaC Hei Ed-Song of auxiliary rifle company no. 2 of the Saggart 287th Infantry. If I do not retrieve this and you find this, please send it to Hive 34 of Mydon II, reception desk of Irte and Sons Insurance Co. on level 465 precinct 3 address 38-288-49. Emperor bless you all.

Author's Note

I've been rather inspired, lately. Note that Hei is not a major character in anyway way, he's not even a side character. Just an expansion of the circumstances that Thess and Barley find themselves in.

IV - Plateau

It seemed to Barley that there wasn't a single human - or former human - in the horde that noticed her presence. Four hooves and equine features wasn't that alarming compared to the monstrosities that towered over the masses, or slunk beneath their feet. Emphasis on the latter, a stream of tentacles that appeared to be made of human arms and fingers was crackling over the ground, pulling along a grinning head. It looked up to Barley with bloody eyes, then screamed as Thess crushed it with her foot, flakes of skin spraying out.

"Didn't expect it to just collapse like that," Barley said.

"Fell apart, yeah," Thess agreed, "Skull was brittle."

"Reminds me of those flaky pasteries back in Canterlot. Nobles liked them, but I remember that time I missed a step when I was carrying a tray of them, and how ruined they got..." Barley shook her head. "Nobles were really angry. Felt like the worst thing to happen to me in all the world. At the time, of course."

Thess laughed at that, as Barley had intended. "Gotta keep the body honest, right? Stamp out the tumors. That's how Ordal died, she just had these tumors one day in her arm and that was that."

Barley glanced at her companion. "You remember?"

"Yeah, but only 'cause of the stamping part. Idiot medicae got it into his mind that the tumor was a sign of displeasure from the Emperor, and he decided to use an industrial metal-stamping machine to remove her arm. She bled out," Thess shook her head. "What a mess. Though I've seen people die of tumors, like, in their neck or something. Coughing's the most frequent way to die, tumors are, like, the fifth. I don't remember the boring deaths."

"I'd imagine a knife to the chest or face - or across the neck - is the most common ways to die these days." Barley observed.

Thess winced, but her voice sounded impressed. "You're really not letting that go, are you?"

Barley shrugged, "It's nice to have something that gets a reaction out of you. Keeping you honest."

"If it makes ya feel better, pony," Thess chuckled, "most folks are dyin' by explosions, or gas. Heard it over the vox - the Defence Forces were bombardin' the rebel hives, keepin' the nobles safe."

Thess smirked. "Didn't seem to work, though. The spires didn't light themselves on fire."

They walked on, for thousands of paces - or perhaps mere hundreds, Barley couldn't tell in the crowd and the landscape. The wasteland of ruined buildings was impenetrable and vast, leering down on the wretches below - only the grey haze could be seen above, and ruined walls around them.

Eventually, a break appeared in the buildings - they could see that the vista of destruction stretched on until it disappeared in a red haze, boiling clouds in the distance.

"Well, we've got to find a place to hide," Thess commented at the sight. "Rain's comin', and I don't want us to get wet."

"Sure," Barley agreed, "I'm sure that the rain here melts your skin off or something, anyway."

"Well, if the lower rings are anything like my old manufactorum, it does," Thess said casually. "Anyway, I picked up a ration packet a little ways back. We eat it in the middle of this street, someone'll fight us for it."

Barley couldn't argue with that logic.

The nearest intact building was already swarming with wretches and mutants, and the pair kept walking. There, a place where the pavement of the road had split apart, a section jutting into the air and forming a crude shelter from the elements. A narrow-faced man stood inside, pushing away anyone who came too close, scowling and spitting. His limbs shook and his eyes held madness.

"I don't like his attitude." Thess said, and Barley strained to hear a hint of bloodthirstiness in her companion's voice - to her relief, Thess merely sounded weary. "He's got shelter, too. Barley?"

"Go ahead," Barley sighed. "I can't stop you."

"You're wrong," Thess said, and Barley imagined the human was half speaking to herself. "You're bloody wrong. If you told me not to, I wouldn't."

"Prove it some other time," Barley responded tiredly. Thess shrugged, and a ghost of a smile twisted the corners of her lips as she walked up to the man.

"Hey, back off-" the narrow-faced man snarled, sluggishly pulling a spiked club from his belt.

Thess glanced behind her, making eye contact with Barley - the pony turned her eyes downward, knowing what was coming, trusting her companion to win painlessly.

The club was clumsily swung and Thess simply jerked back out of its reach. She leaned forward an instant later, a hand shooting out to clutch the man's throat, and she swiftly drew her blade across his neck. A gurgling sound made Barley wince, and the man flopped to the ground. No one around them seemed to care.

"You're getting better at this," Barley observed, taking a seat on a pile of rubble. "Can't help but feel kind of complicit, though."

"Least I didn't get stabbed. My mind feels better, but my wounds hurt a lot more." Thess said, going over the man's body.

"Yeah. Still, he didn't really do anything to us." Barley sighed.

"Scrag-brained idiot. Don't cry over him." Thess scowled, wiping the bits of flesh on her blade into her skirt.

"Least you're rationalizing it." Barley said tiredly. "One life for a night under a roof."

"Oh, not just that. I'd like to think I kill people for a reason," Thess said, scooping up an oil-soaked rag from the ground. "No, the rain is pretty bad for you. When the alarms in the manufactorum sounded, you knew to get yourself inside. Not that we could get outside much. "

"Bad for you?" Barley raised an eyebrow.

"Makes the skin slough off a bit. Won't kill right away, but after a few weeks tumors appear where it touched you," Thess shrugged, "Not too bad, the medicae could usually cut the tumor out and that'd be that."

There was thundering in the distance, echoing over the horde. The bombardment, Thess explained, the Defence Forces chipping away at the vast horde of the damned. The rain came, as promised; they shared a meal as the black liquid thundered down around them, staining the skin of the narrow-faced man as he lay facedown outside the safety of the shelter.

Barley could see wretches that had not sought cover, who were dancing in the burning rain and shrieking with laughter.

Thess leaned into Barley and they lay there, watching the rain come down, and the wretches jump and writhe in the hazy distance.

Barley felt her companion's shuddering breaths take on a steady tempo and saw her eyes close - eventually, Barley joined Thess in dreamless sleep.

They woke, and set out. The rain had drained away, the corpses were rotting, and a stench filled the air as a thousand wretches and mutants emerged from their hiding places. Again, Barley wondered where they were all headed, and all Thess could offer was that they were heading for the sound of war - explosions and chattering gunfire, faint in the distance.

They walked on.

They were still walking, as the haze above began to darken.

Barley noticed it about the same time as Thess - screams echoing from the ruins in front of them, more screams than normal. Strangled cries that led to silence, only to be followed by louder, closer distress. Barley glanced around at the horde, thinned by the rough and uneven landscape - few seemed to notice or care, their attention on the uneven ground or the spiteful fights that flamed and died with brutal swiftness. Many-jointed limbs scrambling over broken walls, wretches with sharp growths stumbling in surprise as their mutations brushed against arches and doorways, normal-looking humans with empty eyes trudging blindly into walls, then turning on their fellows with an animal's snarl and a raised knife. Most, however, were bleeding wretches swathed with rags that stared at the ground, avoiding eye contact, lost in their thoughts. Barley remembered why she had not been staring at her surroundings very much - the visceral, senseless madness around her was destructive to look at for too long.

She had a bleeding wretch of her own, Barley realized, but Thess was utterly separated from the horde around them in Barley's eyes. The pony was protective of Thess, yet try as she might, Barley couldn't eke out any concern for the many others. Faint pity, maybe, but a memory of home had an answer for that - pity is the cherished tool of evil, for it lets good ponies stand by and watch as evil does its work on another. Her father had said that, usually followed with a few scornful words against the endless dithering and eloquent yet empty words of the unicorns. Barley was a good pony, wasn't she? Her father would say the same thing to her, right?

"Thess?" Barley said, frowning, "should we... I mean, should I pity these creatures?"

There was no response. Barley stopped in place, shocked to realize that Thess was not beside her. A dozen scenarios of betrayal or loss drowned her mind in fear in the time it took to snap her head around to look behind her. Thess stood a dozen paces back, staring ahead and above, looking pensive.

"Thess-" Barley began, half-choking with relief, her words dying in her throat as she bounded over to the human, nearly slamming into her legs. "Oh, thank the Stars, you didn't..."

"Barley," Thess murmured, by way of greeting. Thess was still looking off in the direction of their travel, and as Barley watched the human wordlessly placed a single raised finger on her bleeding lips. The subtlety of the action, and the silent alarm evident on Thess' face, was like a bucket of cold water to Barley's mind.

The screaming! Barley was horrified by how easily her mind had wandered off to irrelevance. The screaming was close, the shriek of incoming firepower loud. Snapped back to reality, Barley saw now that some of the horde was beginning to seek cover from the imminent barrage - yet Thess would have jumped into any of the nearby ruined buildings by now if explosions were all she feared.

Barley was struggling to understand what she had been ignoring for the past minute, and it scared her to be playing catch-up with a deadly serious situation. Equally angry with herself and afraid, she looked up to Thess, praying the human was comprehending the threat better than her own frazzled mind. Too much madness around her, too much time left to her own thoughts, too many doubts and the weight of her situation breaking upon her again. Barley could scream, opened her mouth to, when Thess spoke again.

"Barley – it’s gas. It's some kind of gas." Thess said, speaking quickly and clearly. "We need to get higher, the screams are turning into choking, and coughing-" they broke into a sprint for the nearest mountain of rubble and metal.

"I've seen it!" Thess gasped, between breaths as they ran, "Down in the tunnels below the manufactorum! Repair crews snuffed out! I've heard it!"

They crossed the cratered road in seconds, reaching the base of the mountain, a living complex of some kind collapsing into itself. They scrambled up ramps of glass, over stairways fallen to the side, up through twisted masses of piping and belts. Below them, the horde was a churning mass of activity, seeking shelter as the roaring impacts drowned out a thousand screaming voices all around them.

An earsplittingly loud crash almost sent Barley sprawling, and she could not resist the urge to look back. Down below, scarcely a dozen paces away, a leering black slab the size of a hay cart was half-buried in a crater of its own creation. A piercing hiss sounded as the slab split apart, a black cloud spreading from it with terrifying speed. The humans nearest to the crater tried to flee, but were swiftly overtaken by the cloud. With an acid burning in her stomach, Barley watched as some of the figures smothered by the blackness dropped like a puppet with its strings cut, while others writhed and screamed, agonizing screams and coughing –

Barley had seen enough. She turned away from the gas cloud to resume her frantic climbing. Distantly, she noticed Thess had been reaching out to her, not focused on the cloud but on the pony, yet when her mind confirmed that Thess was now scrambling up the jagged slope behind her, Barley shifted her focus to the task at hand. No more distractions she raged as she galloped up a winding street of broken cobblestone.

She soaked up every detail, comprehending everything now, every nerve burning with fear and adrenaline. Barley saw and understood salvation in an instant, a bulky tracked vehicle that was half buried in a collapsed building – around the rear exit hatch, open and lowered to the ground, Barley saw a lining of rubber sealing. It was of roughly the same appearance as the sealing around the airtight doors back in the underground base of the Project in Equestria, and Barley fervently prayed it served the same purpose in this city. She angled for the vehicle, barely seeing the bloody and armored corpses strewn about it, skidding to a halt next to the rear hatch.

Barley prayed that Thess saw her new destination, and understood that Barley had purpose behind her actions – she turned around, searching for the human, found that she was twenty paces back. Thess was clumsy and slower with her many wounds, re-opened and bleeding, and then she collapsed. The black cloud was at the end of the street, far below, but now Barley could see the wisps of darkness in the air, a dozen writhing figures behind Thess yet being choked by the cloud’s fiendish trick.

Barley realized the design of the gas’s layered appearance, and in the same instant she launched herself away from the vehicle’s hatch and towards her fallen companion. She was holding her breath, yet her lungs were burning after scarcely a step. Thess was stirring now, coughing wretchedly and pulling herself forward, when Barley reached her. A hoof around the human’s shoulder, trying to help her up, when Barley unwillingly sucked in a mouthful of air.

A vise closed around her throat. A siphon drained the frantic energy from her limbs, and cold horror pounded in Barley’s chest as the world fell away and she slumped to the ground.

Now she could hear more, the hiss of the slab far below, the footfalls of wretches and their screams, choked prayers and curses.

The wound in her cheek opened up again, searing pain. Barley wanted to scream, but could not. She was being dragged, her limbs scraping across the ground, deathly limp. Distantly, she wondered why ponies were so badly affected by the gas while the humans seemed to be able to struggle on a little longer.

Perhaps it was the madness, she decided. The gas must be designed to kill normal creatures. That was a relief to Barley, then she felt cold metal underneath her, cut on the grating of the hatch.

She lay there, aware of a long crash above her, then a steady roar beside her. Time slipped away, until, without really thinking, Barley could breath again.

She spent a minute lying on the floor, her chest heaving and lungs burning. The air was stale and pricked her throat with every breath, but she was not dying; sprawled across the floor and sucking in the air felt like emptying a jug of nectar into her mouth. Sweetness and euphoria, a wholesome madness filled the pony and she could almost laugh.

Eventually, Barley opened her eyes. She found herself apparently inside the vehicle, a metal box with crude seating and boxes of equipment strewn about. The compartment was dimly lit by a small lamp bolted to the ceiling, and a powered fan hummed in the corner, reminding her of similar filtration devices in the Project. Barley tried to sit up – her limbs were still weak and drained, and she collapsed as shaking legs gave way. After a pause, she reached over and set a hoof against the seating – slowly and haltingly, she pulled herself up.

Barley glanced around, looking for Thess, but she already knew the human was with her. Barley did not bother to consider any other reason that she had been saved from the gas cloud and placed in the airtight vehicle to recover, or that the filtration fan was switched on. Sure enough, Thess was sitting on the bench opposite Barley, her legs crossed, eyes closed and head down.

“Thank the Stars,” Barley said, shaking her head. Thess glanced up, outwardly placid. “This damned place wants me dead and gone.”

“What, that’s my new name?” Thess replied, cracking a wry smile.

“And thank you, Thess Li’Fortwa.” Barley added, her voice filled with good humor. “More than the damned stars. I haven’t even seen the stars once since I arrived in this city.”

“That makes two of us, Barley…” Thess trailed off, looking thoughtful. “Say, you never told me your last name. Have you even got one?”

Barley blinked, her mind churning as she tried to remember home. Everything was clouded by the rush of action and coming back from the brink of death – yet, eventually, she remembered who she was.

“Harvest, Barley Harvest. Earth pony families are like that, my relatives have names like Wheat, or Flax, or Autumn Plenty, Autumn Harvest, Fall Joy…” Barley shook her head. “Goodness, I’m glad I wasn’t born on that side of the family.”

“Same, Miss Harvest, same. If you had a name like ‘Fall Joy’, I’d probably have killed you by now. Insisting on being called your name, and all that.”

“Oh, if I had a name like Fall Joy, I’d want you to call me ‘pony’.” Barley said breezily, amused by a human saying something about killing her.

“Boy, and you think that humans are cruel? Ponies are the real monsters, namin’ their kids like that,” Thess said, nearly snorting with laughter. “May the Warp and the Emperor and scraggin’ anyone that’s out there help us all if ponies ever get any real power. You’d make the madness look like a bunch of pussies.”

“Gods can’t help ya then,” Barley drawled, the twang in her voice achingly familiar, “I’ll name you Thistle and I’ll make you name your kids Thicket.” The meaning of the vocabulary was lost on Thess, but she roared with laughter all the same.

“Fall Joy. Fall Joy, Fall Joy-“ Thess experimented with a dozen varying pronunciations and emotions, each more ridiculous than the last – bastardizations of a noble’s haughty tones, a man’s growl, even Barley’s light country accent that she was slipping back into. Each one elicited a laugh from Barley, till the compartment echoed with merriment and humor. Barley felt happy – and she didn’t feel lonely. The crushing loneliness of the march, the encroaching madness, was gone with a stupid little joke stretched out too long.

Barley wished the moment could last forever. Sitting here with Thess, talking about pointless drivel, Barley felt she could not love another creature so fiercely. Not Ma, not Pa, not her beloved sister. Ancestors bless them, if they were here instead of Thess, the ponies would probably be stewing in their own angst and misery.

Eventually it had to end, though Thess and Barley were still grinning madly and snickering like children whenever they made eye contact. There was noises coming from outside the hatch, scraping on the metal, though neither of the pair seemed particularly concerned.

“Should we let ‘em in?” Thess pondered absently, twirling her hair around a finger. “I don’t want to share this place with anyone else.”

“Come on,” Barley said, giving a look of hollow disappointment, “we’ve got to try. We’ve had our fun. I still…” she trailed off, growing serious, “I think we should try to save life, if we can.”

“It’s not like we’ve gotten the opportunity to,” Thess observed, shrugging. “Still, the second that door opens, the gas floods in and you start dying again. I’m not lettin’ that happen.”

“I could hold my breath,” Barley offered lamely.

“Big problem with that,” Thess frowned. “You’re smarter than me, yet you get stupid when you think about the lives of other people. You’d have killed yourself with kindness by now if you hadn’t met me.”

“Well, don’tcha think I would’ve remembered the gas before I finished undoing the seals and opening the hatch? Y’know, I don’t even know how to work that hatch. I didn’t close it.”

“You wouldn’t have made it in here without me,” Thess said matter-of-factly, then pursed her lips thoughtfully. “Though, come to think of it, you’re the one who noticed this vehicle in the first place. I’d still be out there, choking on my own vomit.”

“We’re wasting time,” Barley reminded her, and renewed tapping on the hatch reinforced her point. “I’d like to help them.”

“Tell you what,” Thess said, “there’s a container with gas masks here, and another with little oxygen feeding tubes you bite on. Emergency gear, the sort of thing we wore down in the tunnels to clear jams – well, not me personally, I’m still alive…”

“Let’s do it,” Barley cut in abruptly. With a nod and some considerable difficulties, Thess got an oxygen feeder into Barley’s mouth and a little oxygen tank secured inside the pony’s saddlebag. They traded glances, unscrewed the feed valves on their tanks, and cracked the hatch open.

The compartment instantly flooded with black gas, the running filter rose from a low hum to a keening wail – Thess reached down and switched it off, and there was silence. Even the distant rumble of war was muffled by the suffocating cloud.

Thess looked around, glanced down the Barley, and shrugged helplessly. “This is your business, pony.” she said.

The hatch was opened more, till Barley could see outside – figures writhed in the mist, a fresh corpse slumped against the vehicle. Barley felt pity and regret until she noticed the corpse’s arms were twisted into mottled pincers, and her sympathy vanished.

A figure in the cloud neared, perhaps drawn by the dim light of the vehicle – a normal-looking man, his face burnt and twisted with fear. Barley beckoned him over, and he stumbled over. Choking out his thanks, he collapsed inside, and Thess busied herself forcing an oxygen feeder into his mouth.

A gaunt woman and a shaking boy – the process repeated itself, mumbled thanks and a shocked expression greeted Barley as she hustled them inside. Barley did not call out to the blackness, wanting to avoid attracting the attention of too many, Thess’s warning about her kindness fresh in her mind.

Another figure, two – Barley glanced back to Thess, who was finishing with the oxygen feeder for the gaunt woman. Thess raised three fingers, and grinned. Barley was glad she would not have to choose, and resolved to shut the door and start the filter with a spare oxygen feeder left – it would take time for the air to clear.

The two figures approached, from different angles, and Barley winced as they collided – and winced again when one of the figures pulled a blade and casually slit the other’s throat. The shadow of blood sprayed across the ground, and the murderer stumbled on towards the vehicle. Barley was used to it, in a fashion – but the fact that the killer was coming to her…

Barley glanced back again, and met Thess’s gaze – her companion had seen it too. The killer approached through the fog, hacking and coughing, yet as he neared he wore a bright smile.

“Thank you!” he cried cheerfully, wiping the blood from his knife off onto his rags. “You fellows are a rarity, you know that?”

“Yes,” Barley said cautiously, staring at his back as he climbed into the vehicle.

Thess offered an oxygen feeder, but did not help him use it – from the look on her face, Barley guessed that Thess was hoping the killer would choke and die before he finished securing it. Whether it was out of self-preservation or genuine disgust with how mindlessly he killed, Barley did not know – clearly, however, Thess didn’t want the killer inside the vehicle.

Barley was contemplating what to do when a noise from outside drew her attention back to the darkness. Four figures stood – two adults, two children, all holding hands. They looked almost suspiciously normal, with mostly intact clothes of decent quality, and already had oxygen feeders in their mouths. A family, Barley realized.

“Please help us,” the father said calmly, “our tanks are running low.”

Barley quickly did the math, and came up one oxygen feeder short. She would not ask the father to deny a child a breather, or worse, watch him give up his life…

Barley’s mind thought quickly and sharply, and then she turned back to Thess. They traded glances, and Thess tilted her head towards the killer, who was fumbling with his oxygen feeder – Barley nodded. The pair had felt a happy connection earlier, but now there was a darker purpose to their harmony, and Barley was glad of it.

Thess turned, raising her knife – the killer had anticipated this, or perhaps wanted all along to have the vehicle for himself. He had been gripping his own knife already, hiding under has rags, and he was already glaring up at Thess. He didn’t, however, anticipate Barley’s collusion in the plot against him. Before the killer could strike, a hoof smashed into the back of his head.

The killer dropped, his limbs flailing, until Thess plunged her knife into his writhing form. An arm reached up and around, his shoulder rotating unnaturally, a hand reaching out to grip the knife; blood poured down, a finger was sliced off, and he went still.

Barley turned back to the family, and motioned them to come inside.

The father came first - a clerk, by the looks of his uniform robe. His wife, a plain-looking woman with bandaged wounds on her arms came next, sheparding their son and daughter. They sat down quietly.

Thess closed the hatch, sealed it, and restarted the filter. They sat in silence, till the air cleared and the blackness disappeared.

Barley looked over to the clerk - he looked excited, a contrast to the weariness everyone else exhibited.

"Looks like you've got something to say," Barley said. The man glanced up, slowly realizing she was talking to him.

"This is all fate. I'm sure of it now." the clerk said quickly, happily.

Now Barley was confused. "Fate?"

"Well... my family and I, being alive. While all those people are dying outside to the gas, and we're alive by pure chance, by pure chance-" the clerk shook his head, his hands shaking, "Pure chance, proximity to this sealed vehicle, you and your friend choosing us over the corpse lying there..." the clerk trailed off, too excited to continue.

"Yes, it wasn't a hard choice," Thess quipped.

"Unless you're crazy," Barley added, earning and sharing a wry smile while her companion.

"It is the Emperor's blessing," the clerk spoke up, "Your doubt is understandable but easily disproven. We cannot die here. We have to make it to Port Boluk. "

"That sounds pretty damned hard to prove," Thess replied, but she sounded almost sympathetic where Barley had expected to hear sarcasm and disdain. "Especially the Emperor part."

"You see, it was pure chance that my family has lived so far - so, so many others are dead, yet countless coincidences have protected us. The Emperor must be watching over us. How could we survive so many things and against such odds, only to die? It seems utterly cruel and nonsensical. There is a purpose."

Thess slowly shook her head, her voice neutral. "Hell of way of looking at it," was all she managed to say.

"Yes. There has to be a reason for us to be alive, in this vehicle, breathing clean air. One could say you are an instrument of the Emperor's will, young lady," the clerk pointed a finger at Thess, smiling.

Barley cringed, but Thess seemed more confused than indignant. "Emperor's will? What'd you mean, we're just puppets in your story?"

"Excuse me?" the clerk frowned. His wife touched his arm, her face cautious, wordlessly conveying her fear of Thess.

"So, let me lay this all out - I don't think you meant what I said - you can't die because... you've survived this far."

"There has to be a reason," the clerk nodded earnestly.

"But what you really are saying," Thess continued, her pause having been to think over her words, not give the clerk a chance to speak, "what you're saying is you can't die because you can't imagine dying. Right? Nobody can imagine their own death without lyin'. "

The clerk did not respond, and the compartment again fell silent. The children were asleep, the clerk's wife holding them close to either side.

Thess broke the silence. "What do ponies think about death?" she asked, turning to Barley.

"I - we, ponies, don't really believe in a blackness after death. We go to our ancestors and live our rewards or punishments in the next life. Like... stepping through a door."

"Yeah, but you live. It's not much different from your first life, is it? Death like that feels a bit hollow, somehow. Hollow and false."

"Well," Barley turned to her companion, "my species isn't usually a very morbid one. Trust me, I've got my own doubts now."

Barley looked down, her voice softening. "I mean, can I even go back to my ancestors now? Is there a portal in the afterlife, even though the portal that sent me here is destroyed?"

"Can't answer that, Barley." Thess shook her head.

"Are my ancestors still watching over me?" Barley continued, heedless.

"I'd say they are," Thess tried to smile, "this ought to be a pretty interesting story for them to watch, if nothing else."

"Are they still protecting me? Can I still pray to them?" Barley shuddered.

"Look, Barley - you've made it this far," Thess pointed to the clerk, "by his logic, that's proof enough."

"His logic sucks," Barley groused, shaking her head. "Say, Thess, you got something of your own to say about death? Sure like to hear it from others."

"I'm not sure what I believe," Thess murmured, her doubt coming as a mild surprise to Barley. "Of course, I mean, the good workers die and fly up to the right hand of the Emperor on the Golden Throne - they tell us what happens, very plainly."

"Do you believe them?" Barley asked quietly.

"No," Thess said, frowning, "and for the same reason I don't believe the family man." Thess dipped her head in the direction of the clerk, then her facial expression twisted from frowning to something darker.

"I've seen - I've seen -" her voice dropped to a whisper, "too much life - too many lives, just snuffed out. Accidents. Sickness. Pregnancies. Heresy. Heresy against the manufactorum consortium, usually, but it doesn't matter who's holding the stubber..."

Barley listened, but did not speak.

"But, this one time..." Thess scowled, staring at the ceiling, lost in memory. "I knew this guy. He explained to me that he was going to see his wife and daughter again, right before he climbed over the railing and dropped off the catwalk."

"...I see." Barley murmured.

"He lost them in a hab-fire - but he was so sure of it, too. Maybe a little excited. Made an impression on me, I guess."

Barley did not respond, and the night passed.

Author's Note

It only took six weeks, which at this point, isn't that bad compared to my other poor stories stuck in limbo. Expect more soon - I think I've got my drive back. Hope you guys enjoy.

Through the Mirror, Darkly

Author's Note

A brief explanation, as this is different from the usual inter-chapter fare. Originally titled "The Road to Damascus", this short piece is probably one of the first full scenes I wrote for Exterminatus. You can see themes and plot points I cannibalized from it in the final story, yet it's far darker than what the final story turned out to be (considering this scene and the last chapter happen at around the same time on my parallel timelines).

Point is, Exterminatus was to be a lot less hopeful, and far more visceral. Truth be told, I'm not really happy with the direction of the story right now - hell, I think the following scene is actually better than what I'm writing right now. I've half a mind to redo a great deal of the second half of the story so far, to bring it in line with this scene, and to change the endgame of the story as a whole.

Or I might just keep going and finish it the way it is right now. It's far from my most popular story, but I'm determined to bring Exterminatus and the story of Barley and Thess on Lorn III to an end. For now, consider this a look through the mirror to a story that was not to be...

Through the Mirror, Darkly

Barley dreamed. She was hungry as she fell asleep, the rations gone, but in the darkness her stomach burned with pain. Shifting restlessly, she found herself back in the wasteland; yet her love for Thess was gone.

Thess? That miserable woman? The one that wouldn't go away?

Barley scowled, clutching her stomach, limping along in the horde.

She was hungry, that much she knew. Everything else was a forgotten blur.

Barley was not the only wretch to be consumed by hunger. She looked around her at her tiny view of the vast horde, saw humans and creatures once human weak and stumbling, limp on the ground, murmuring. The inhuman ones seemed the least affected by the ardour of the march. A few ragged humans gnawed at their own limbs.

The sound of the fight and the roaring of machines was hardly diminished when a figure sloshed through the pool, shoving aside the few creatures miserable enough to take refuge in it. Barley sunk deeper into the noxious sludge when she realized the figure was heading for her, carrying something in its arms.

Thess staggered up to her, and crouched down. She looked more awful than usual, her cracked skin cut and bruised, leaking blood and a lumpy ochre fluid.

Barley regarded the human warily. "You get in a fight?" she asked,

"Yeah, some bright little pet with a cargo-wagon drove up with some ration boxes. Thought he'd get some kind of reward, maybe. Yeah, we'd all stand around him and say he was a very useful worker," Thess laughed sharply. "Hey, I got some food."

"You probably didn't ask." Barley observed sardonically, aware of how ridiculous a response like that must sound coming from a a wretch half-submerged

"No, but I didn't kill him. 'Least I think he's dead, that beast-thing with the axe didn't look like he was gonna do much else, climbing into the control-compartment like that." Thess smiled a little, shrugged, "I think I'm talking better now, pony."

"Yes. Thank you." Barley said quietly. "Stars above, I'm hungry."

"Eh, you'll still probably hate it," Thess said, bending down and offering the thing in her arms to Barley; if the pony hadn't been soaking in industrial wastage, she might have recoiled at it. The food was a lump of meat, bloodied and cracked much like Thess' skin.

"Grox meat," Thess said offhandedly, "though something's weird with it. Used to get a little bit of grox every week back in the factory."

"I-" Barley hesitated, searching her exhausted self for words, "...thank you, Thess." Barley eventually sighed, salivating at the disgusting meal.

"Thought you might want some food." Thess said as she cut the grox meat in half with her knife, adding streaks of rust to the meal. Barley took the offered chunk, closed her eyes, and bit down.

As Barley chewed, gagged on, and swallowed the meat at a quite slow pace, she had plenty to think about. There was little doubt now that Thess did feel something for her. There was an attachment there. Barley didn't want to think too deeply on their relationship, but at least it meant she had the tiniest bit of dependability in this utterly insane world.

The second thought was bringing up warm memories of home, better meals and happy times. She was breaking bread with Thess - not literally, but the concept was one of the few metaphors earth ponies used. She was sharing a meal with the human, and sharing a meal was a sacred thing.

"You know," Barley said suddenly, between squelching bites, "I didn't like a lot of things about unicorns."

"Huh?" Thess mumbled, eating methodically.

"Yeah. They were so weird, nothing about them made a mite of sense. I couldn't stand Canterlot, especially when I had to follow some special little lovely unicorn around for a day to represent the Expeditions, or something. Stars above, I hated it," Barley said, practically spitting out, "It's a city and a race of lies." Barley sighed and sat back, chewing on her food, shifting restlessly.

Thess raised her eyebrows, muttered something unintelligible.

"But the thing that I really couldn't get over was how they ate," Barley abruptly said, "They ate with enemies! They shared meals with ponies who were obviously their rivals, broke bread with ponies they didn't have a dusting of care for - i couldn't understand it, still can't."

Thess paused from her food. "That's thinkin, pony. Those 'unicorns', r'they the nobles?"

"Yes. Well, most of them, at least. The merchants were just as bad. How'd you guess?"

Thess shrugged, gestured at the Hive in the distance. "Arrogant, don't make any sense, don't give a damn about us filth. Sounds familiar. I hope they died in their spires," Thess grinned, "I'd bet a year's rations they did, too."

"Yeah, all that. Didn't say anything about what the nobles thought of me." Barley looked down into the pool, her mirror image unrecognizable through the mire and filth and ripples. She was almost glad she couldn't see what she looked like at the moment. Part of her thought she would look at home in this city, and she ever want to confront that.

"Didn't think much of you at all," Thess said.

"Probably." Barley turned her gaze up to Thess, streaked blood and crust, smeared with filth, staring with a wry smile. It amazed the pony that Thess should even be a living thing, with the indescribable horror that was this world, that the human was very much a part of. Impossible at times to believe this creature had a current of humor and a beating heart.

Thess' smile faded into a blank expression. "Not much to think about, we are." The smile returned, twisting to the corners of the human's mouth, "But damn it all, feels like something when you're covered in the blood of a militia worker. Feels like something important, bringing the Hive spires down and killing the nobles and marching across the wastes with an army," Thess gestured around at the ragged horde around them, the tumult and inhuman noise of uncounted voices.

"An army?" Barley was disbelieving, shook her head. "All this, just makes me feel small."

"Took all this just to figure that out?"

"Maybe." Barley said without confidence. "I don't know anymore. All I've got is this meat, these rags, and you."

"Imperials aren't gonna spare you just for bein' here, not wanting to be part of this," Thess said, "and why wouldn't you?"

"Everything about this is horrifying." Barley said flatly.

"No," Thess shook her head, "this is the most exciting thing to happen in my life, pony."

"I can imagine."

"C'mon, you're saying you've done greater things than be a part of stupidly big army, killing blue-blooded bastards and working for yourself? To be anything? Go anywhere? Get out of the damned manufactorum and scraggin' live?" Thess' eyes were narrowed and her body shaking.

"Who told you that?" Barley asked, returning the stare, "the sack of flesh?"

"I figured it out," Thess snarled, "I love this. Feels good. Feels like something that's worth doing."

Barley looked on with something approaching pity.

Thess took a bite from her meat, then threw it away, shaking again. She sunk to her knees, slid forward into the muck, prostrate. "Damn it all, Barley. What the hell else am I gonna do? Damn the governor. Damn the prefects. Damn the foreman. I'm not gonna explain everything." Thess crawled over and sat down heavily beside Barley, and slung an arm over the pony.

"I don't know, human. I don't want to know," Barley said, yet her voice was not as hard she would have liked.

They sat in silence.

"Damn this world." Barley said finally, spitting into the puddle.

"Damn me?" Thess asked, unsmiling.

"You don't need me for that." Barley sighed.

"No, I don't." Thess agreed, and eventually they closed their eyes.

And The Trumpets Prepared to Sound

And I saw the eight offerings cut open before the Gods; and in them rose eight daemons.

And a wretch came and stood at the altar came and stood at the altar, having a blighted torch; and there was given unto him much blood, that he should offer it with the incantations of the scum and deceived upon the eight-pointed altar which was before the throne of brass.

And the streams of blood, which came with the incantations of the doomed, ascended up before the God of Blood out of the wretch's hand.

And the wretch took the torch, and bathed it in the blood of the altar, and cast it to the earth; and there were voices, thunderings, and lightnings, an an earthquake.

And the seven angels of the God which had seven trumpets of brass prepared themselves to sound.

And madness descended upon the world.

The defence forces tried to stop it, as the sky turned red and the howls of the damned rose from Hive Delask, but they could do nothing in the face of the masses of the God of Blood. Some turned to the darkness; others whimpered and died without conviction. A few were stalwart and burned in their righteousness, and theirs was the only salvation to be found on Lorn III in its last days.

I - Waning

Equestria was many things, a veritable tapestry of landscapes and sensations for a traveller. One could visit frosty mountains and breath the cold air, or waltz along the verdant farmland of the interior; lose themselves in the faceless bustle of great metropolises or do some soul-searching in the remote wilderness of the Badlands or the forests. Beautiful oceans and fantastic geography; but equally notably, Equestria was safe.

This place, this place was none of these things. The portal had lead to a dirty, industrial wasteland; loud and terrible noises filled the wretched, stinking air; towering, artificial heights were lost in hazy, grey sky. It was a lot for a pony of humble origins and humble ambitions. Barley felt terribly out of place. Good thing she was the one taking orders.

She would have continued staring around in fear at her surroundings, when a sharp command snapped her back into focus. The rough voice of a Royal Guard was charged with reassuring authority, his armor magically gleaming in the dirty air and muted colors.

Barley nodded in acknowledgement, already fiddling with the pack that was indeed strapped to her. "Start laying out the instruments," the Guard had said, "and make it quick." Barley slung the pack off her back, working the magical clasps over. By touch, of course, the mechanism dumbed down so even an earth pony could use it. The Guard immediately turned is attention to something else, moving off to talk with the expedition lead. That's when Barley looked away from her fellow ponies, and back to her job.

Instruments were carefully taken out, unfolded, and fastened down with the wave of a hoof over a rune. Barley still had no idea how most of the intricate machines worked, delicate weaves of gears and pistons with glowing crystals at their hearts, but by her reckoning they were worth more than her. They were certainly worth more by her superior's reckoning, too. The loss of a pony in another universe was a tragedy, of course, duly grieved and the poor fellow's name added to the Hall, but the loss of a set of masterly crafted instruments from the finest machine shops in Canterlot set a buzz through the whole Project. Anger at the incompetence of the expedition lead that was responsible, mostly.

Barley shook her head, sucked in some rancid air, and tried to keep her focus. The ambient sounds of this universe were oppressive but indistinct, the screaming and crashing of metal, distant roars coming in waves. The screaming of voices, if Barley was one for imagination; it was pretty hard not to think of what might lie beyond the maze of buildings that choked off one's view in every direction.

The setup was finished with uneasy speed, the crystals spinning and innards whirring. Barley caught the glance of the expedition lead and waved; she nodded and checked off something, and turned away, Barley forgotten.

Barley sighed and sat down on the ground next to the machines, shifting uncomfortably at the grey, stony surface - stone-like in texture, but no stone was this smooth and uniform. Stone didn't come in seamless arches and spires, too, stark towers and walls that dissapeared into the hazy sky. The little plaza they ponies were milling about in was undecorated and crossed by alleys, winding into the darkness and rubble of this world.

And the noise! Without something to busy herself with, and unable to comprehend the frantic activity of her betters moving things out of the portal and heading off into the alleys, Barley could hardly ignore the assault on her ears. Thudding and shrieks, a steccato of cracking and the tear of metal was grating on her nerves.

The less time spent in this world, the better. She looked out again at her betters, and noticed a pair of unicorn guards fumbling with a case behind the portal. When it opened, Barley frowned; out floated a pair of guns. They were hardly flaunting their non-standard weapons as they glanced about nervously. Guns. A human invention, seen time and again in so many encounters with humans in these many universes. They were earsplittingly loud, foul smelling and disturbingly unassuming in looks.

A scream pierced the gloom. Barley looked up, wondering at how close it seemed to be - then it came again, several different voices, and the chorus of gasps around her told her it was not in her imagination.

Her gaze snapped towards the alley the advance teams are went down; a flurry of cracks and shouts came through moments later. The area erupted into chaos, Guards bellowing commands as they shoved aside the scientists and workers, rushing for cover. Nopony took a step for the portal, though there were plenty of glances: such were regulations. Also regulations was preserving the equipment, and through the panic coursing through her, Barley remembered there was a set of instruments entrusted to her care. She looked around desperately for the scientist unicorn that usually operated the contraption, but when she caught sight of him he was being huddled into a group by the Guards, the glimmerings of a magic shield issuing from their horns.

Barley swallowed hard, and began working the instrument, breaking it back down into her case, focusing as completely as she could. A unicorn she didn't know ran up, saw that she was collapsing the instrument, and then galloped off . The air was oppressive and Barley was sweating terribly as she ran shaking hooves over the runes, the machine folding in on itself with a click and a hiss. She glanced around again, saw a Guard hurling a spear down the alley, heard the screams and cries of the Equestrians joined by foreign voices. Barley rose, hefting the instrument on her back, and tried to make her way for the portal. Ponies ran around her, some for the portal, others for the groups of overseers yelling instructions; they gave Barley a wide berth when they spotted the instrument she was burdened under.

There was a section of Guards at the portal, wrapping a magic shield around its frame and shoving at ponies to keep some semblance of order as they fled into its shimmering folds. One of them wordlessly turned to Barley when she had made it across the plaza, took the instrument off of her, the pointed for one of the overseers. Barley would have very much liked to sprint through the portal, but now the Guards were blocking it off, shouting and sending the crowd of workers back off to the overseers. Barley looked around, and saw nothing of the natives, only heard their cries, drawing ever nearer - she cringed when she saw one of the instruments broken on the ground, innards spilled out, left where it had been dropped by a worker. Barley was terribly glad that worker had not been her, when an enormous noise and a cloud of dust consumed her and she tumbled to the ground, clutching her ears from the ringing.

She was raising herself up, shaking her head clear, when a chorus of horrified gasps and cries broke out from the crowd around her, and she followed the wide-eyed gazes upwards. One of the walls had been blown out, scraps of parchment and lighter debris still floating down - Guards in bloodied armor were stumbling down the slope of rubble, the advance team returning with wounded and missing members. Above them stood a native, unmistakably a human, blurry in the dust but clearly holding a blade in one limb, and some kind of ball in the other. The ball flashed as it reflected the glare of the magic shields below, and then Barley recognized the gold, the helmet, and the equine face still set behind the noseguard. Her stomach churned as the human screamed, waving the severed head of a Guard, a mass of voices behind him echoing the cry and dark forms appearing in the dust behind him. The human screams devolved into chanting, a terrible chanting that grated at something deep inside Barley, and she shuddered in fear as the whole crowd of ponies shrunk back as the chanting grew in strength, until it was the only thing hammering at her mind, scrambling her thoughts, reaching a crest.

A sharper noise cut through the voices, the human with the Guard's head dropping like a puppet with severed string down the rubble, the head tumbling after him. Barley snapped her gaze to the source of the noise, a Guard holding a gun with his magic, his nostrils flared with hatred. The chanting turned back to jumbled screaming, more humans appeared out of the dust and bounded down the rubble, the Guards moved to meet them and most of the ponies turned to flee. There were more humans, bloodied wretches in rags appearing from alleys and sewer gratings, and in her fevered state, Barley could only think that she must be hallucinating some of them.

The slightest current of duty turned her head back to the rubble - amidst the newly raised dust of the humans' charge and ponies' stampede, a Guard sliced through three humans with a blast of magic, brought down the next moment by two more, their blades stabbing and flashing in the light of magic, the Guard's horn burning the face of one his assailants even as his blood sprayed through the air. Barley retched, seeing similar scenes, a few Guards fleeing for the portal now.

She turned back around and started again, confronted by the sight of faster humans plunging into the crowd, bringing down ponies and dying with little care to their fellows. They had guns, too, little bits of metal clutched in bandaged hands that spat out bullets wildly as they came, more concerned with digging a blade into Equestrian flesh than shooting them - the Guards with guns were firing too, the booming gunfire barely heard by Barley, practically unable to hear from the bombardment of the chanting, the voices, the screams all around her.

A pony in front of her was tackled, screaming and fighting as he grappled with the human. Barley considered it for the barest moment, imagined herself dodging past the two and making for the portal, then adjusted her course slightly and barreled into the human. They both fell heavily, footfalls drumming past them, Barley panicking as her gaze locked on the human's blade, the human screaming and grinning, struggling to wriggle its arm out from under her, until in her fear and growing rage she smashed a hoof into his face. He went limp, then began to spasm a moment later, his eyes shooting back open from underneath the bloody mess that was his face, and in the turmoil his blade passed over Barley's thigh. The pain barely registered as she picked herself up and stomped down, then struck again in a haze. She looked around and saw fights and blood, the pony she had helped ducking under a human's stab with wild eyes, and she realized the surviving Guards had formed a perimeter around the portal and the fight was burning around them. Bodies of both species littered the ground around her, and with a start, she realized she was dead. The humans crowded for the portal, ponies were disappearing into it, and through the press of bodies and carnage, she could see a Guard perched on top of the portal's frame, punching the runes to self-destruct the portal.

There was no way through. She was going to die here. They would turn away from the portal, and kill her. She looked over to the prone body of a pony, her mane stained with her blood and hiding her face, and Barley saw the pony's cutie mark was a bundle of barley - Barley cried out, shut her eyes and shook her head, and then the cutie mark was a dove with its wings splayed out.

Something deep within Barley stirred, above the utter horror and revulsion that was shaking her - she watched the last of the Guards duck into the portal or fall screaming, and then she turned and galloped away, only pausing to snap up a knife in her teeth. She went down an alley, away from the rubble slope running and running .

Perhaps it was fate. Barley slowly became aware of noise behind her, getting louder, a sound different from the thud of hooves on a hard surface. A human had followed her, as it turned out, calling out with a leering voice. Barley turned, out of breath, part of her desperately screaming for her to face the madness in this city face to face. There was only one human, indistinguishable from all the others beneath the rags and squalor. In a few seconds time, Barley now stood in front of the madness of this city, the thoughtless violence and mindless hatred reduced to a lone human, hunched and ragged.

The human grinned, its teeth yellow and dirty, mouth twisting upwards underneath its hair. Beady little eyes met Barley's gaze and glared in the light of the fires. Barley opened her mouth to reason, remembered the ponies she had seen die, and her words died in her throat. The human crouched down, and hurled itself towards Barley without a word.

Barley backpedalled, trying to avoid the knife flashing in the human's grasp, cutting wildly as the human stumbled over the cracked ground. The gun in its other limb was forgotten, the knife skimming the skin of Barley's right cheek as the pony ducked down. The pain stung her whole face, blood spraying into her eye, and then something else inside Barley turned aside the fear and she threw herself into the human, catching the wretch on her shoulder. The human staggered back into a wall, pushed itself off while raising its gun: the human was in front of a jagged hole in the wall, and the gun fired wide as Barley tackled the human.

The human's crude weapons fell away with a clatter, and the two rolled down another slope of rubble, locked together. Barley felt the human's hands clutch her neck, choking her. A fighting spirit surged within Barley, and her world narrowed as she beat at the human, swinging at her assailant's head. The human didn't take much; it released the death-grip on Barley's neck after a few blows, and the two twisted apart.

Barley rose to her hooves amidst sputtered coughs, the human reaching for the gun. Without thought, Barley dove at the human, screaming a foul oath. The human retorted with an unnatural scream as they collapsed in a jumbled heap, though Barley hardly noticed it as she struck and bit the human in a red frenzy. A flash of metal beside their struggle cut through the haze, and Barley reached her head down to get the metal into her mouth.

And in an instant it was over, Barley pressed down on the human with a knife to its neck. The human gripped at Barley's head, trying to keep the pony away, but the knife clutched in Barley's mouth was already biting into the human's skin, slicing into the side of its neck. Blood trickled down, slight movements from the death struggle the two creatures were locked in jarring the knife in a sawing motion. Barley felt nothing in her body and little in her mind as she dug the knife in deeper, straining her head closer to the human's, locking stares. She saw nothing in the human's beady little eyes save madness, hatred and darkness and fear.

The moment stretched on for an eternity, the roar of the city gone, only the human. Barley relaxed the tiniest bit on her knife, stopping it before it cut through something important. There was fear in the human's eyes, yes, unmistakably fear - it worked its mouth, as if to speak, but nothing broke the moment.

Barley gradually came aware of other things. Her thigh hurt terribly, her face stung and blood was blurring her vision. She was pressed up against the human, body to body, and she heard the foreign heartbeat thumping beneath her. She couldn't ignore that blasted thing, the reminder her opponent was a living creature, a thinking being. Who was she to take life?

Yet that thinking was clouded and hateful, that Barley could also see in its eyes. Twisted and warped and wrong, she could smell the human now, a sweet and sickly scent that swelled up something horrified deep in Barley. Her nose was used to plants and animals, farms and warm food - lately cold technology and dizzying magical residue. But this smelled of corruption, like every rotting piece of food or animal corpse Barley had ever recoiled at rolled into one wretched thing.

There was something wrong about this human. She knew that, normal sapient beings didn't usually attack newcomers in rags and filth, but there was something deeply wrong. More than just going crazy, or having a weird culture - she'd such things from afar, and this was not so simple. The human struggled beneath her, and Barley saw the red splotches and sharp growths coming from its skin between cracks in the wrappings and rags.

Ten seconds could not have passed, but Barley was coming off her high, the blinding rage of a life or death combat settling down. She looked down at the human, the corrupted and ragged wretch, and knew she wouldn't finish it off, couldn't do it. Barley was an earth pony acutely aware of her own limitations and failings, and as she thought at the rapid pace that danger spawned, she knew she couldn't end a life like this. A fact.

The human stopped fighting ineffectually at Barley's weight and grip, paused, then strained at the pony with surprising vigor. Barley could see the human's muscles jerking and shaking unnaturally, but the pressure was enough to push Barley back. She snarled, thoughts blown away by the renewed threat, and shoved the human down roughly with a burst of strength of her own. The knife came back down to the human's neck, Barley's fighting instinct screaming that only one of them would pull away from their entanglement alive, that there was no reason it wouldn't be her if she would just jerk the knife a hoof's length to the left. She could imagine it clearly, the blade cutting through the blistered neck skin, blood flowing into the ground and staining her fur, screaming her defiance at this blasted, twisted city.

The thoughts were almost not her own, and Barley tried to calm herself, the human now straining to the side, trying to escape the knife from cutting any deeper. Barley was hardly at war with herself, a winning battle against instinct, but it amazed her in a distant way how easy it would be.

The moment stretched on, the human writhing beneath her.

She conquered her instinct, relaxed slightly, and pulled back enough to show the human she did not mean to kill it. The human stared up at her, glancing aside at the knife that had been removed from the side of its neck. Barley wondered at her next move. Perhaps in defeat the human would flee, and Barley could try and make her way back the portal.

The human coughed wretchedly, and again strained up against Barley's weight. A thousand warm tables and hospitable greetings to newcomers flitted through her mind, thoughts of home.

"Hello," Barley said, managing a smile, "can you please leave?" she added.

The human swallowed, "Blood." it snarled, shaking its head. The voice was female, but cracking and hoarse. The human retched again after her words.

"You don't sound very good," Barley observed, an intrinsic part of her causing a twinge of concern for the stranger, insane circumstances be damned. She relaxed her grip even more, and the human didn't fight her again, instead staring up at her with twitching eyes.

"Daemon," the human said, then coughed. "A-are you a daemon?" She stuttered in her speech, but Barley could tell it was not out of fear, but of the obviously diseased state of her lungs. The human was almost pitiable in this state, thin, ragged, and twisted.

And then there was the manner of being a daemon, and Barley wrinkled her brow in confusion. Daemons did not figure highly in the ancient earth pony folk tales. Barley racked her brain for daemons, and only remembered vague stories of Tartarus and foul things that lurked there. Her time in the mirror expeditions had encountered no daemons. She was ignoring the obvious, of course; Barley was no daemon. She would reassure this poor human she was no abomination.

"No, human," Barley said, "I'm not."

The human mumbled something guttural under her breath, and coughed again, spitting blood all over Barley's fur. "Damn," the human merely said, paying no heed to her own bodily fluids, face contorting into what could pass for a frown.

"And why would you want me to be a daemon?" Barley asked suspiciously, pressing down a little harder, scowling but taken aback. Of course such a foul creature would want to consort with daemons.

The human gave Barley a blank look for a few seconds, then shook it off and looked up with only a hint more intelligence than before in her lidded eyes. "The voices. The factory head, he told us about what was happening, he talked about the coming daemons. We wouldn't have to work the machines, a warp-damned sack of flesh spouting his mouth off about freedom - ha! Just imagine, just some sores and a lot of pretty signa."

Barley had the uncomfortable feeling the human might be talking very literally about the sack of flesh. At any rate, the wretch didn't seem like the kind of creature to use a phrase like that in a metaphor, or a metaphor at all. She almost respected it; Earth ponies were upfront with their language, and Barley was very aware of her own simplicity, but the meaning Her mind churned, considering ways to make the human talk more, to learn more. Heavens knew one of her betters, a unicorn probably, would have deciphered entire scrolls of information already from the human's rambling, but Barley wasn't nearly smart enough for that. She needed the information up front, or at least very strongly implied. She'd been getting better at hidden meanings in her time in the mirror expeditions.

She blinked. Of course in times like this, her thoughts would rambling.

"Why do I look like a daemon?" Barley asked.

"Are you a xeno?" the human slurred, by way of reply. Barley didn't even get the sense she was avoiding the question, the human was simply not very . . . present. The human didn't even seem dangerous anymore, just a confused, diseased creature. That had tried to kill her quite mindlessly. She had to remember that.

Barley sighed. "I don't know what that means."

"Not human," the human said back, trying to lean up. Barley allowed it, herself sitting back to allow the human some room, taking care to nudge the human's weapons over beside her with a hoof.

"A daemon isn't human," Barley observed, the obvious coming easily to her.

The human didn't respond immediately, apparently thinking over what Barley had said. "I- I don't really know what a daemon is. Its not a xeno, though."

"And how do you know it isn't a xeno?"

"The sack of flesh said so. He said we shouldn't hate daemons as xenos, but love them, love them..." the human trailed off, thinking and mumbling, before coming up with what she meant to say. "Daemons are creatures of the warp, and the warp is our salvation." she recited, obviously not her own words. She spoke the phrase with a coherency that had not been demonstrated so far, and it startled Barley.

"Yes. The sack of flesh," Barley said, shuddering, "well, you're not human either."

The human blinked. "Huh?"

"I've seen humans. They don't have things growing out of their limbs like that, they don't have bubbles on their face or neck or arms," Barley wracked her brain for the term she'd heard a unicorn doctor call the things, "Pestules, all cracked like that. Skin looks like paint peeling."

The human raised her arms and regarded them blankly, evidently not very aware of the diseased state of her skin. Finally the human shuddered, and looked up to Barley. "Well, damn." the human muttered quietly, almost reverently. The moment was broken when she winced and clutched at her head, her nails drawing blood. "My head hurts."

"Right," Barley said, feeling a twinge of annoyance, almost glad to feel such a mild emotion in this insanity. The weight of her circumstances, it hurt whenever she started to consider them. Stuck alone with no way to home, in a city that was death and industry. She recognized nothing. Just rubble and the haze of the sky above, and this damned human in front of her. A current of fear passed through her, and Barley shuddered.

"Feels good to talk, though," the human continued, apparently unconcerned with the pause. "What's wrong, uh..."

Perhaps a little concerned. "Pony," Barley said, then shook her head. "I mean, Barley. I'm Barley. I'm a pony but Barley is my name. You probably haven't heard of the feed crop."

"I haven't, pony," the human shrugged. "You look wrong."

"Dammit, looks are my tiniest problem," Barley snapped, then shook her head. The smallest bit of concern on the part of another creature was too seductive to Barley, tired, bruised, and increasingly consumed with horror at her isolation. "How- how do I look wrong?"

"You looked like someone'd stabbed ya in the gut, pony," the human said, shrugging again. "I never got around to that, but it looked like it. On your face. Ah, scrag it, I can't..."

"It's a metaphor, I remember that from school. And it's Barley, not 'pony'."

"You didn't ask me my name, pony." the human said, almost smiling.

Barley blinked at the human's display of sensitivity. Or something approaching that, anyway. "What's... what's your name, human?" Barley asked slowly.

"Thess. I'm Thess 'li For'twa. Don't mind the last bits, that's just my designation. Everyone's designation. Manufactorum Complex Four-Two, Hive Liset. So I'm sharing For'twa with, ah, maybe fifty-thousand other people? Less than that with the rebellion. You know, half of Four-Two got hit when the Hive Prefect ordered a purge of the rebels. Other half didn't see a mite of action, 'cept for killin' the overseers. They never got around to purging us, not when the this hive and every other hive on the vox was in a mood for blood all of a sudden,"

Thess stopped, shook her head. "Look, you got me talking now, don't you? Congrats, pony. Got this free girl talking, spoutin' off worse than the stacks. Y'know, the smokestacks, most of them have stopped - the only ones still belching are the really old ones that can't stop, controls be damned, or the manufactorums that have got our fellows, or loyalists still in 'em. North Face is full of 'em, still choking up the skies like before, that's where the munitions are made, plenty useful that,"

"And I'm still talking." Thess muttered.

"It's fine," Barley said. The terminology was mostly totally foreign, she had no idea what Thess was rambling about. Perhaps the unicorns might have been able to decipher something, but she didn't have a recording crystal, and all the unicorns still in this city were dead. "It's all very informative."

"Smart pony," Thess grinned, and Barley bristled - yet like before, was inwardly glad at such a normal twinge of annoyance. Getting flustered at mere words seemed so ludicrously mundane, it was a jolt of sanity in this immense, leering city. Certainly, she wasn't trying to comprehend the city, or her situation of being forever stranded in it. She would go mad if she tried. It wasn't like it appeared she would be living very long here, anyway...

Barley sighed, staring downwards and looking over the rubble with a pain in her heart. "There ya go again, pony," Thess said, her voice distant, "you look like I just reached over and stabbed you in the gut. Which I didn't. But it's a good idea, don't look like you'd put up much of a fight."

Barley blinked back a tear, coughed, and straightened up. "Why don't you try, human? For a murderer and a crazy, you're sure talking a lot."

"That's just it," Thess shrugged, "it's like a heap of rags got pulled off my eyes. It's not like I could go murderin' you with your fat ass pressing me into the dirt - and a knife at my neck - and then you started talking, and I talked back, and here we are."

"Glad to see two creatures can still have a conversation. Without killing each other." Barley observed dryly.

"More like, with the threat of violence," Thess glanced down to the knife on the ground. "Say, what're ya gonna do with me, pony? It's really damn weird you're talking like this, but you're gonna starve. Or die from one of those cuts."

Barley stared, muttered, "Frank, damnedly frank."

"What's that, pony?"

"So frank. You're so open with your fate. I'm twisting myself into pieces over my fate right now. You seem like you'd just stare and raise an eyebrow if I finished you off, right here."

Thess giggled, giggled and covered her smile with a sore-covered hand. "You'd think that, wouldn't you? Don't blame you. I'd say I'd fight, but look at me. Once you got me talking..." Thess trailed off into another fit of giggling, but Barley didn't discern any hint of the madness in Thess' voice, the madness Barley had heard when the human was laughing and screeching and out for Barley's blood. Thess, diseased features and coughing fits so constant that Barley was beginning to ignore them notwithstanding, was increasingly becoming a thinking creature in Barley's eyes. Barley wasn't quite sure what to think about it all, but it was another welcome distraction from the city.

"Once you've got me talking," Thess finally continued, "it feels so different. Hard to say how, pony. I guess I feel more like myself. Even though digging a blade into flesh in that damned red haze feels like the best, rightest thing in the whole hive-" Thess cut herself off, shook her head with a scowl. "You say you're all twisted up inside? I'm a hair away from jamming a knife into my throat and ending it. At least that's how I feel when my head's clearer, like right now, talking to you. Heh, maybe I'll live longer if I just run around screaming my head off and wavin' a knife like the rest of that lot..."

Thess stopped again when she met Barley's gaze. Confusion flickered across Thess' face, until eventually her features softened and she turned away. Compassion? Pity? Barley wasn't exactly sure what her own eyes held, but the human had seen it, and she looked spooked.

"It's better this way," Barley finally said.

Thess looked up, uncertain, then broke into a wry grin. "What, killin' ourselves? Sure, just don't let the knife flop into a grating when you're done, I've got to be able to indulge my thinking.."

It was the darkest joke Barley had heard in her entire life, and it wasn't particularly funny - Barley giggled, Thess laughed, Barley joined the human in full and the two's voices echoed into the alleys and not much farther. Deeply disturbed with herself, yet strangely light, Barley finally corrected the human: "No, no. It's better thinking and talking like normal creatures. I'm not killing myself, but I'd die before I gave myself up to madness."

"That's a hell of a motto, pony," Thess said, still grinning. "So, now that we're friends, you gonna give me that gun back?"

"Friends?" Barley said, half to herself. Friends. The word was so familiar to the pony, yet it sounded damnedly foreign in this city, so divorced from Equestria. Was friendship even something that could be aspired to in this world? Did a conversation with a human that tried to kill sound as friendship? Thess was not getting her gun back.

"You're not getting the gun back," Barley said, and Thess sighed, but Barley went on, "but friends..."

"You're pretty hung up on that word, pony. Honestly, I was just trying to get my gun back." Thess' voice was dry, but strain as she might, Barley couldn't tell if the human was genuine with her words. She really wanted to know if Thess had meant it. She didn't want Thess to know how much she cared about friendship.

"I just- look, you seem awfully eager to cozy up with me. If I walk out into the city, will you follow me?"

"Do you want me to follow you?" Thess responded.

"Company would be lovely," Barley said after a pause, then quickly added, "but you're... really not a trusted travelling companion. Not by any definition."

"I want to follow you, Barley. You could always kill me right here, kill me and run off- but you're not gonna do that. But if you go that way, and I go the other way, I'm just gonna find a piece of metal and I'll forget about everything. Probably end my life charging some PDF puke with a stubber because I'm a suicidal idiot when... when I'm not myself. I'm myself when I'm sitting here, talking with you."

Thess's voice lowered to a whisper. "I'd rather die as myself. I decided that in the last five minutes, talking here with you. I want to die next to you, pony. Sounds stupid as all hell, I know, but it's less stupid than throwin' myself on someone's gun."

"Die next to me?" Barley said, but she was affected to a degree more than she was comfortable with by the human's words. Pain simply oozed from them, and that damned twinge of sympathy was hurting her heart again. "That sounds like a good deal."

Barley didn't know human conventions in this world, but she stuck out her hoof in the hope that they were roughly the same as Equestria's. Thess looked at it, then reached an arm and gripped the offered hoof in her - what was it - in her hand. Thess's hand was rough and painful, but Barley reached over her other hoof and they shook on the agreement. The broke off, and Barley realized Thess could have certainly grabbed a weapon with her free hand had she wanted to.

"Die next to you. Aye. Looks like this'll be a short-lived agreement." Barley observed.

"Well. I'm hungry. Too bad the sack of flesh couldn't get rid of hunger," Thess rambled as she stood up.

Barley followed her, rising to her hooves, struck by how ridiculous it was that this whole conversation had taken place in a crib formed by rubble, a womb broken open- they appeared to be halfway into some kind of sewer system. Whether a street had once run between these buildings was guesswork, and there was only great mounds of rubble in the shadow of the towering edifices on all sides.

Barley trotted a few paces, then stopped, leaned against a wall of rubble. "Stars above," she muttered, "this is insane. I'll go mad if I think about how insane this is, I'll go utterly mad and I'll shoot you down and then put a bullet in my brain."

"Couldn't fit your lump of a hand into the trigger-thing." Thess observed.

"Yeah. This is mad. My life is completely gone. The portal's gone, the project's gone, I'm just a name on the Wall of Remembered. Tartarus, 'least I got that instrument to safety..." Barley continued, quietly,"now I'm walking to my death with some human I met a half hour ago. Watched a dozen ponies die an hour ago. I'd go mad. I'd go mad, Thess."

"Please don't," Thess said softly, and Barley felt a diseased hand on her cheek.

"I'd go mad if it weren't for you," Barley said, and pushed herself of the wall. "Still might go mad yet. Let's go, aye?"

"Solid plan." Thess said, and the two started forward again with no destination, voices near and far echoing with the roar of machinery and howl of winds above.