Darkest Hours in Equestria

by KommandoStalker

Rating: mature
Tags: Adventure, Princess Celestia, Crossover, Sunset Shimmer, Gore, My Little Pony: Friendship is Magic, Dark, Main 6, Original Character, Cutie Mark Crusaders
Length: 27792

Equestria becomes twisted with Warhammer 40k and everyone must fight to live another day

It shouldn't have happened. Portals from another universe open up like rifts and tears as from forth pour out the Heretic, the Xenos, and the Mutant.

Twilight, her friends, and all of Equestria have no option but to align themselves with the Imperium as the forces of all other races assault their precious boundaries around Canterlot, Ponyville, Sweet Apple Acres, and the Crystal Empire. They must cast aside their ways, take up arms alongside the newly transformed Imperium, and fight back the evil tides that threaten everythings way of life.

Published 2015-02-23 16:30:02 UTC
Last updated 2015-05-28 17:52:24 UTC

Chapter 1: Discord!

The explosion washed a wave of mud and filth over the ramparts of the trench line and she ducked down as another Imperial Guardpony took her place and began to fire back. She wiped the mud from her face as she made sure her lasrifle wasn't jammed from the mud as she checked the las clip before she got up and got back up to the firing line. The air was thick with ozone, las fire, artillery shells, and the shouting and screams of those around her. She didn't remember how long it had been since the rifts had open but she knew what had ensued when they appeared. And as a las bolt sliced through the Guardponies face, splattering her beautiful violent mane with his blood, she couldn't help but slip back into that memory.

**** ****

She slipped the book from where it was as it glowed and vibrated in her hands. She opened it as she read the words that sprung from the pages:

"Dear Twilight,
Well, today we had an interesting conversation with a nerd at the lunch table. He seemed to go on and on about this game he played, Warhammer 40k. Its a violent game and I won't go into detail about it. Anyway, the Dazzlings seem to be getting better from the depression of losing their stones. They seem content on just trying to get by with what few friends they have. Myself and the other girls do our best to try and help them but it seems we only drive them away.
Anyway, I hope its going okay in Equestria. I may decide to come visit if you don't mind me saying so.
Sincerely, Sunset Shimmer."

Twilight smiled at the thought of having Sunset Shimmer coming back to Equestria for a visit, even if it was just a short one. As she thought about what was going to plan for the time Sunset came over, a tall ominous figure walked in. She turned to see the tall, mismatched figure of Discord as he walked to a nearby window and calmly looked out it.

"Waiting for Fluttershy for your little date?" she asked him as she calmly set aside the duplicate journal of Sunset Shimmer as she looked over at Discord with a partial smile on her face. Her violent hair splashed across her face as she blew it back before using a brush to put it back into place.

"Very funny." Discord said as he began to float on thin air as he continued to look outside. "It's not a date. I'm a draconequis and she's a pony. There would be no one in there right mind to place me and Flutter Shy together in such a way. It's just a simple time of relaxation and fun."

"You know, that some people still like to ship you together, right?" Twilight and Discord both jumped at the voice of Pinky Pie as she popped up from nowhere and both looked at each other as Twilight asked, "Um, you mean ponies, right?"

"Nope, I meant people." She beamed as if it was always a good day.

"Okay... Thank you for the insight, Pinky." Discord said hesitantly as he looked back out the window.

Twilight went back to reading a nearby book when she felt a tremble beneath her feet and she sharply looked over at Discord and asked, "Discord?"

He looked back from the window with wide eyes as he shook his head when suddenly, there was an immense explosion and the window imploded as shards of glass lacerated her entire body along with the others in the room and she shouted out, "Discord!" as the sounds of deafening, terrifying explosions caused the ground beneath her hooves to shake and she watched as the beautiful landscape around her become pulverized by unknown spells. Discord bolted up as he grabbed both her and Pinky Pie as he ran from the throne room just as several big, armored ponies in blood-red armor came blitzing through the destroyed window on wings of fire. They had weapons in their hooves that she had never seen and as Discord carried them away, two fired their weapons and huge divots and chunks were blasted from the walls wherever those spells hit.

They burst from the castles beautiful as she watched ponies from Ponyville run from the terrifying ponies that were advancing menacingly through the streets. And just as they passed the center of Ponyville something caused the ground beneath them to violently explode as they all were thrown from their feet and hooves and as Twilight smacked onto the ground, she felt really bad along her flanks. And as she watched some more armored figures, these ones being blue, she couldn't hear what they said before her mind slipped away in unconsciousness.

**** ****

She heard voices, a mixture of calm tones and heated ones, as she tried to regain consciousness. She felt burning and searing pains along her flanks and body but she felt the touch of bandages covering those wounds. As she got her mind back into consciousness, she realized she was on a very uncomfortable bed and as she strained to open her eyes, she at first was looking up at a bright light that hurt her eyes before they readjusted. When they did, she was in a drab, concrete made room and as she looked around, she saw many other ponies around her on similar beddings, IV's and blood bags hanging from poles over them. She looked around her as she looked at herself and she felt realized why she felt bad. Half of her flanks were bandages and though she had no IV or blood bag, she felt something on her hoof and saw that it was another ponies hoof that lay next to he, specifically a stallion. He was pure black, black as the night sky, and his mane was grey. He had no IV or blood bag either but he also wore bandages. He had a scar on his left eye tat made him sinister yet also strikingly beautiful in another. She sat up some more as a voice said, "He risked much trying to save you."

She turned to see a pony in pure white armor, like the ones in blood-red and blue. He sat down next to her as he asked, "Princess Twilight, how does your body feel?"

"Better, I guess... It still hurts though." She said. She looked back at the Stallion. "What happened to him?"

The pony, a stallion by the looks of how his armor was shaped, took out a glass slate and images popped up on it as he said to her, "Steeltrix, Stallion. 18 standard Imperium age. Was found standing over Princess Twilight Sparkles with Tactical Squad Nason with a fallen lasrifle from a nearby Imperial Guardpony. He received some lacerating from Chaos bolters across his right flanks and a blast from a nearby frag grenade sent a shard across his face near his eyes."

The pony looked at her as he said, "Now that you are awake and ready to move, I must have you taken to see your Primarch."

Primarch? She was clueless to what that meant to her, along with the things that had hurt this pony, Steeltrix, in the first place. But as she got up with a slight wobble, she knew that the only way to get answers would to find princess Celestia and ask her what exactly was going on. And as she began to walk out of the building, three ponies in green armor and carrying glinting, metal weapons in their hooves escorted her along as she approached the partially destroyed castle of Canterlot.

Chapter 2: Primarch Celestia and Squad Mane 6

When she arrived at the gates of the castle with her impromptu bodyguard, she walked past the gates that had been blown clean off their hinges as she walked past smoking craters that dotted the palace grounds. She saw strange machines with large, protruding pipes dominating the side of Canterlot that was on the cliff edge and as she walked along, she watched ponies load objects into the machines before standing back.

She was just about to wonder what on earth they were doing when suddenly an explosion erupted from the long protruding pipes as she watched the objects be hurled far away from Canterlot and though she didn't know where they were headed, she had a uneasy foreboding that whatever they hit wouldn't survive. She tried to ignore the ringing of her ears as she winced and continued on and she soon reached the main doors into Canterlot itself, guarded by what looked like two groups of those ponies in blue and as she walked by them, they bowed to her and said, "Princess." before they continued to watch the way she had just come from.

Inside, it was surprisingly quiet but as she neared the throne room, it became ever clearer that there were ponies having quite a debate inside the throne room and she recognized the voice of Princess Celestia amongst the many she heard. She stopped as she took a slow breath before she pushed open the doors that lead into the throne room and though she wished she could've been more prepared for what was to come next, she couldn't help but feel stiff and shock at what she saw.

The beautiful window panes that had once covered the walls around her were just about all smashed to ruins and pieces, the one beautiful stain glass now no more than mere wreckage in the aftermath of what just happened. She saw dark splotches and craters along the wall where conflict had been and though she saw no bodies, those dark stains seemed very reminiscent of blood and she slowly walked down through the throne room as she caught sight of the arguing figures.

One was a blue armored earth pony except he wore no helmet or at least it wasn't on his head but then she noticed it on his battle saddle and it had red, menacing eyes on it. His armor of blue was emblazed with a winged Omega symbol that also had a stallion skull on it. He had a sword on his flank attached to a battle-saddle and on the other flank was another of those strange contraptions. He had a very chiseled face for a pony and his mane was cropped close to his skull while two, stud piercings of gold were on his brows. She noticed some scars traveling down his jaw towards his temple and figured he must have gotten that after something bad had happened.

Another of the figures was a pegasus mare who wore armor of white, black and red. She had her wings sprouting what looked like blades from the wing-tips and she also had another of those dangerous contraptions on a battle saddle. She wore no helmet and instead upon her face was a X-shaped scar on her left cheek and a tattooed, black tear beneath her right eye. Her mane was short but not as cropped short as the stallion and her mane was a pure white, like the fur of Celestia's.

Finally, the last pony was a stallion that wore green armor over some tan clothing and he had attached to his battle saddle one of those contraptions the other ponies besides the blue one used. He wore his helmet and his mane was completely covered by it. He had not as chiseled of a face as the other stallion but he still had some handsomeness to his complexity. He had what looked like two alicorns, both white, emblazed on his armor shoulder pad, the one wing outstretched to span the width of the pad.

And finally, Princess Celestia herself was looking down upon a hastily made table with Equestria on it and there seemed to be markings all plastered across it. And she was having a ferocious argument from the pony in blue and though the one in green armor seemed to be trying to calm her down respectfully, the one with red and white armor stayed silent nearby until she noticed Twilight approaching. She gestured to the others that she was there and all of the talking stopped as Celestia sighed and said, "Twilight, you are well I presume?"

"I could be better... What's going on? Why is there so much arguing going on?" She asked as she looked around at the other ponies while the one in green armor dismissed her temporary bodyguards.

"They're asking me to prepare everyone for a war we have no need to be in! We don't even have weapons to defend ourselves!" Celestia said with a frustrated tone. "And by that, they mean to take every pony and force them into service to make up for their dead!"

At first, it seemed reasonable enough for her. But as Twilight looked at the other ponies, she suddenly realized what Celestia was saying and she looked back at the other ponies as she asked them, "But why drag us into something you can win? You look like you can handle yourself quite well."

The one in blue almost smirked with pride or arrogance, it was hard to tell because just as it appeared, it also vanished into thin air and the pony took a step forward as he said, "You all don't know anything about war. War's need soldiers to fight and it would be much easier to deal with this war if you and your fellow inhabitants could either help us fight or join in the fight. This isn't something that can be won in a day."

"Besides, it's mostly us Guard that takes the brunt of the fight compared to both of them. We need replacements much more and, honestly, forcing people to join isn't exactly what I like to have happen." Said the pony with green armor.

She heard a hmmph! from the pony in blue armor and she saw the other stallion shoot a look before he said to Celestia, "Look, in order for us to win this war, we would like to have all of the inhabitants here be with us in this fight. That means you have to allow us to take in some to replenish the front lines. If we lose even a company, even a platoon, we'll lose ground and we won't bring this war to an end as quickly as you want to."

Celestia sighed as she turned her head back towards a nearby destroyed window and through it, Twilight could see smoke rising up from somewhere off in the distance along with the distant sounds of explosions. But then, Celestia looked back at the three ponies in armor as she said, "What exactly makes this war so bad you need help fighting it?"

"As we have said, the Tyranids have overtaken the nearby forest and we have Chaos in the outskirts of what looked like a farm. We think they may have some prisoners but we don't know for sure-" Began the pony with green armor when Twilight said, "Prisoners?" Her mind drifted to Applejack and she realized that they needed to save Apple Jack before this "Chaos" possibly hurt them, or worse killed them.

Celestia also came to that conclusion as she said, "Very well. But remember, most of our ponies don't know how to fight. Only one pony does but he's a special case."

"Who is that?" asked the stallion in blue armor.

"His name is Steeltrix... In fact, I haven't seen him all day.. Must've gotten onto our frontlines-" Celestia began when the stallion with blue armor said, "We found him protecting her with a Guardpony lasrifle. He's currently recuperating in our temporary hospital."

"As for you, I think I should take you in considering that you seem like you could handle yourself quite well." The pony in green armor put his hoof around her when Celestia said, "Before you forget, she is a princess of this land... please, don't try and get her killed."

The stallion took his hooves away from twilight and said, "As you wish, Primarch." As he soon lead Twilight away from the throne room and back outside into the world.

****** ******

She dressed herself as best as she could into the uniform as she soon put on the flak armor of the Imperial Guardponies. She put on a battle saddle and onto it another mare put on a sharp bayonet, a collapsible shovel called an "E-tool", a lasrifle, and a few las clips for the gun before she was given a helmet to wear. Then, she was lead back outside, where Guardpony Commander Draco stood waiting for her.

"My, you look fairly nice in Guardpony uniform. Now, follow me to the range, so I can show you how to shoot your rifle." Draco said as he turned around and lead her from the armory.

She obeyed, knowing she had no real choice, as they soon came upon the makeshift shooting range. It was merely some targets set up against one of the walls surrounding Canterlot and as they approached a nearby bench, a group of Guardponies were bunched up near the far end as it seemed that there was a competition going on. She got out her lasrifle as Draco slowly helped her through the basics. She leaned how to switch the energy output, meaning how much damage each shot did, she learned how to aim it with her hooves, she leaned how to fire it and leaned how to reload it. But it was very difficult because of the other Guardponies and as she looked at them, she suddenly saw a familiar face amongst them.

Steeltrix was firing away with his lasrifle and was nailing almost every target with each burst. He also wore Guardpony armor but as she watched him, she saw he was relishing in what he was doing. And as another blast tore down another target, he gave a fiendish laugh that made her whole body cringe.

"It seems like he would be a good compatriot for you to have. I shall transfer him to your group." Draco said as he soon walked away and before she could protest, he said to her, "You are a fine shooter. But on the battlefield, you will be tested."

She merely nodded as Draco left but then she noticed it had gotten quiet around her and she looked to see Steeltrix alone at the bench, sorting through his stuff from his battle saddle. She hesitantly approached, not sure why she was doing it at all when she finally came to where he stood and asked, "Are you Steeltrix?"

Steeltrix looked over and nodded as he opened his mouth to say something when he froze and then he suddenly bowed as he said, "Princess Twilight!"

She didn't expect him to automatically recognize her in her armor, let alone address her in such a manner. Nor did she really want to tell how she knew his name but he soon got up from bowing and asked her, "What are you doing as a Guardpony?"

"Well, since this war has started, everyone is going to become one from what I hear... Plus, I think one of my friends has been captured by this Chaos." Twilight admitted as she looked around.

"Captured by Chaos? Where?" Steeltrix had gone from normal to something close to a panic attack.

"Sweet Apple Acres. Why?" Twilight asked him, unsure of what he would do.

He seemed to bristle as he asked her, "Do you know who is in your squad?"

Twilight took out what was called a "Data-slate" as she looked up who she was with in her squad.

"Well, there is myself, Pinkie Pie, Rarity, Scootaloo, Sweetie Belle, Apple Bloom, and.... you." She said as she wondered why the Cutie Mark Crusaders were even part of the Guardponies. Weren't they still children? She looked up from the data-slate and saw Steeltrix blushing beneath his helm as he said, "Oh... alright then, ma'am. I'll follow where you go to find the rest of our squad...." And he soon packed up his stuff onto his battle saddle as he put the battle saddle back on himself.

***** ****

They met Pinkie Pie and Rarity, along with the Cute Mark Crusaders, outside of a temporary barracks and as she lead Steeltrix to them, Rarity looked at Twilight and said, "Twilight! Are you alright?"

"I'm fine Rarity. How are you and Pinkie holding up?" Twilight said as the CMC swarmed her with sudden hugs.

"I'm doing fine in these wretched clothes. Pinkie is also recovering from nearly dying in that explosion." Rarity said as she fidgeted with her battle saddle.

"Are you sure you put that on properly?" Asked Steeltrix to rarity.

"Yes, why dearie?" Asked Rarity.

Steeltrix sighed as he trotted over and he undid the straps to Rarities battle saddle as he re-strapped it onto her body the right way and then he stood back as he said, "No need to have a squad mate die early on in the war."

"Squad mate?" She exclaimed suddenly and Pinkie Pie asked Steeltrix suddenly, "Hey! Do you like parties?"

"Ummm...." Began Steeltrix when Seetie Belle said, "Wait, your Steeltrix, aren't you?"

He nodded.

Everyone stopped as Scootaloo said, "You... You're the psychopath that loves war.... why are you in our squad?"

"Like I know! Maybe it's because the commander knows I'm the only one who can fight!" Steeltrix shouted and Twilight watched as everyone cringe from the shout.

"I'm going to the frontlines at Sweet Apple Acres to get your friends. Come along if you want but don't let my scariness cause you second thoughts." Steeltrix suddenly snarled as he began to trot away.

"Steeltrix! Wait up!" Shouted Twilight as she looked at her friends and said, "Come on! We better go with him!"

And they all sighed as they followed Steeltrix off to the frontlines.

Chapter 3: Battle of Sweet Apple Acres

One day later......

Twilight walked into the small, hastily-made dugout as she found Pinkie Pie, Rarity, Scootaloo, Sweetie Belle, and Apple Bloom all doing tasks inside of their small home. Behind her, Steeltrix was slowly coming inside as he wiped himself of what mud had covered him during the Chaos artillery bombardment as he followed her inside slowly.

Rarity was sitting at a table as she tried to mend her uniform, which had snagged on some barb wire during a raid. She moved with speed and accuracy as the needle wove its way skillfully through the fabric of the uniform as she muttered silently under her breathe. She looked up to see Twilight caked in mud and as she got up to take Twilight's battle saddle, she saw the flecks of blood on Twilight and asked her, "Are you okay, Twilight?"

"I'm fine. The Stallion next to me died, that's all." Twilight said as she plopped down into a chair that had been set up at the table.

Scootaloo, Sweetie Belle, and Apple Bloom were keeping the floorboards and the walls clean as they could be, considering they were using the bottom of a bunker as a ceiling. They used the remains of brooms and their E-tools to shovel away mud that had accumulated on the floor boards and to sweep away any dust that had come from the ceiling. A lamp was in the corner and on the table and as Steeltrix walked to where his small cot was, he put down his saddle and his armor before he said, "I'm gonna go outside and shake myself off before I get more mud inside, if you don't mind."

No one said a word as he stepped outside and though Twilight was thankful he did this every time he came into their home, she wondered what else he did when he went outside. Relieved himself? She shook her head at the disgusting thought, blaming the perveted minds of all of the ponies around her besides her friends. When he came back in, Pinkie Pie had finished starting up the heater they had and had begun to cook some MRE's for their lunch. Twilight looked up from her book as she looked over and saw that the majority of the mud he had on him was now gone and as he sat on his cot, he took a nearby cloth rag and wiped the remainder from him. It felt strange to her, having a stallion sleeping within the same room as herself and her friends. It made her uncomfortable but she also relished how much she had gotten to know him better.

Which actually was nothing, since he often was more busy keeping everything he had in top shape and spent little time talking to herself or her friends. She assume that he was still mad at them for calling him a war monger.

So as he took his rifle from his battle saddle and began to clean it, she put her book down as she sat down on his cot next to him as she asked him, "Are you still mad at us for calling you a psychopath?"

"Maybe." His voice was a little strained from not trying to blow up and start screaming at her. He continued to clean the lasrifle, undaunted by the fact she was talking to him.

"Well," She took the rifle from his so suddenly, he nearly jumped off the cot, " why don't you actually tell us what's wrong."

He looked at her and stared deep into her eyes, like he was trying to pierce the veil of her soul. But then he sighed as he looked away before he said, "Why do you want to talk to some war psychopath?"

"Because you're our squad mate and we all look out for each other... Now tell me what's wrong before I make it an order." Twilight looked at him sternly as if to try and break his resolve so he can just say what was on his mind.

He sighed as he kept his face away from her and she almost groaned because of how stubborn he was being when he said, "Yes, I am still upset from when you called me a psychopath. Considering I was pretty much the only one who actually stood his ground in defense of our Equestria, why does everyone have to criticize how I lived before...." Twilight almost thought he was done speaking when she heard him quietly mutter, "We're all in the same mess now..."

She straightened as she looked down and said, "You're right, we all are in the same mess now... and now that I know you're still mad at us... can you forgive us of our misgivings?"

Steeltrix glanced over at her as he once again stared hard into her soul but this time he wasn't doing it like he was crutinizing her. This time he was looking at her with eyes... of fellowship and kindness. The change to her was a little bit shocking, to the point he lowed an eyebrow and asked her, "Are you alright?"

She shook her head to get her out of the daze as she said, "I'm fine.... but can you forgive us?"

He almost sighed but he merely looked down as he asked everyone in the dugout, "Does anyone else have anything to say about me before I say anything?"

Everyone stopped whatever they were doing as they looked at him and Twilight realized that they all were looking at him like he was definitely crazy.

"Well... You snore really loudly at night." Said Apple Bloom.

"You are no fun!" said Pinkie Pie from the stove.

"You're just the only stallion in the group!" said Sweetie Belle.

"And you have no appreciation for what I do!" Rarity shouted as she turned her whole body from him.

He sighed now as he put his head in his hooves and Twilight almost thought he was going to start crying. But then he straightened up as he said, "Okay, I forgive you all... I snore because I'm a stallion... can't do much to stop it.... I am fun but only at the right times... I don't know if I'm going to be the only stallion in the group forever, although you make me wonder why you even asked that question."

"And when you patch my uniform up, I am thankful. Had it not been patched up, for all I know I could be wearing rags. So thank you, Rarity." Steeltrix said as he looked over at the white unicorn.

She slowly turned to look at him as she said slowly, "Your welcome." Before she went back to repairing her uniform. Twilight beamed at everyone, knowing that they should all feel more comfortable with Steeltrix when Sweetie Belle said, "Well, it's just that we seem to be no more than a harem to you."

Everyone froze and the only one to do anything was Steeltrix, who cracked a smile and laughed as he got up and suddenly picked her up as he said, "Ha! Have you been listening to the stallions around you?"

"But is it true?" Apple Bloom asked from nearby.

"Oh heck no! I would never date any of you, especially you three because your under aged!... uh, no offense to you three that is." Steeltrix sheepishly grinned to Rarity, Pinkie Pie, and Twilight.

"Its okay! Besides, if I took offense, I would just ruin your meal!" Pinkie Pie said from the stove as she finished at least half of their meals.

"And I could always snip away at certain parts of your uniform. Having no insignia might make you a Chaos traitor." Rarity said.

"And I could always order you up as our meat shield for the glory of Equestria!" Suddenly said Twilight, even though she had wanted to say something nicer than that. Saying something so dark made her body bristle.

Steeltrix went from being joking to looking at them with a touch of dread as he said, "I think I may call it a day and go to sleep... Please don't stab me while I sleep...."

He put Sweetie Belle down as he went back to his cot and before she could react, he shoved her onto a nearby cot, laid down onto his cot, rolled over, and covered his face with his helmet, as if trying to make up for his snoring problem. And as Twilight watched him sleep and suddenly she felt her cheeks grow warm as she quickly looked away. No need to get those thoughts in your head. Not when Flash is in the dugout next door. She thought as she quickly got up to resume her book.

And as she read her book, she let her mind go back to Flash Sentry, who could be her coltfriend but then again didn't always seem like the perfect match for her. He was a really nice guy and she still had fantasies about him. But ever since the war started, she hadn't seen him as much, focusing more on keeping herself and Squad Mane 6 alive from the forces of evil that they faced here at the Sweet Apple Acre's.

And with that last thought, she soon was consumed completely by her book.

*** ***

As the night skies stayed dim instead of being full of light, Twilight felt a hoof on her body and she immediately woke up and grabbed her bayonet as she swung it at whoever was touching her. A bayonet stopped hers and she came face-to-face with Steeltrix, who wore his full gear and armor. He had his lasrifle out and as he looked around at the others, he said to her, "Shh! Come on. I need you to keep me covered. Wake the others if need be but for pete sakes, I'm gonna go get your friends from that barn!" He meant the barn that was just on the outskirts of the enemy lines, past the tree's that dominated No man's land.

"How do you know they're there?" she hoarsely whispered back at him.

"Because I saw them enter the barn, being escorted by Cultist! You want them alive or dead? I don't have time for orders, I'm going now!" Steeltrix left her as he immediately marched straight out of the dugout. She looked around as she quickly put on her uniform, her flak armor, and battle saddle as she checked her las clip charge before she soon followed Steeltrix out of the dugout.

I'm sure the others will be fine without us for a little bit. She thought as they approached the trenchline's firing steps. Steeltrix went to a nearby ladder and slowly climbed up as Twilight suddenly rushed up behind him and he looked at her before he sighed and said, "Fine. Just, try not to get either of us killed, okay?"

She nodded as he lead her into the desolate wastelands of No Man's land.

She watched with near blindness as Steeltrix stopped behind the burnt remains of a zapple tree and as she tried to see, he asked her, "Can you see at all?"

"No." She whispered back to him as she instinctively shook her head.

She felt a hoof grab hers and suddenly she was being lead over the terrain of No Man's land as Steeltrix said, "Keep low and be quiet no matter what!" His voice was a hissing whisper in the unpiercable darkness that was the night.

Steeltrix suddenly dragged her down to the slimy mud that covered the ground and it got in her face as it soon made her body feel cold and she nearly shouted something when she saw what was before them. The barn leaked light from a few holes that had been created by either bolts or shrapnel, she couldn't clearly tell. But as she looked at the color of the light, she realized that something dark was being done inside. Steeltrix shushed her needlessly and she made a tsk! sound as he slowly lead her by her hoof to the wall of the barn and as he peeked his head around the corner, she could almost hear his heartbeat from where she was and she could see him visibly shaking, wether from excitement or fear she couldn't tell.

Then, he looked back at her as he said, "Here goes nothing." as he put the lasrifle back on his saddle and she watched as he casually strolled around the corner and she sighed as for some reason she decided to follow his example and walked right around the corner. She looked around and saw he had somehow lead her into the enemy trench lines and as he went to the door, he nodded to her as he slowly opened it a crack and they both silently slipped through and into the barn.

Twilight saw no one within the barn except for what looked like three cages that were stacked up nearby and within the center was a machine that she didn't recognize but somehow she knew it wasn't a natural creation. Steeltrix reached one cage and he took out what looked like a lockpick and he took a small knife as he twisted the lockpick around in the lock before it finally clicked open and as the door swung open, he said to her, "Dawn is coming really fast. We have to be at least half way into No Man's land before it comes up. Otherwise, the Chaos sentries are going to spot us and then we failed this little operation."
He quickly began to work on the next one and as Twilight looked into the cage, she saw a familiar stallion slowly getting up.

"Big Macintosh! Are you alright?" She asked without breaking a whisper.

"Eh-yup." Mac said meekly and she threw a hoof around him as she began to help him get moving towards the door.

Steeltrix cracked the second lock but as he looked up into the third cage, which was open, he shook his head in sadness as he said, "Alright, little lady. Lemme help you out of here." as he picked up Applejack from the cage and began to carry her on his back.

Both Big Mac and Applejack were covered in blood, badly beaten, and though both kept silent, Twilight hoped the silence didn't get them killed as she looked at the gash on Applejack's left foreleg. Steeltrix lead the way as he closed the door behind Twilight and as Big Mac finally regained the strength to move, Steeltrix began to look behind him and saw that dawn was appearing over the ridgeline and his heart rate went off like a full-auto bolter as his spike of fear made him hiss to Twilight, "We better move! We don't have much time!"

Twilight nodded as she began to lead the way into No Man's land. She helped mac over some flattened barbed wire as he managed not to fall onto the wire and as Steeltrix clambered over the wire, Twilight helped him by levitating Applejack over before putting her back onto Steeltrix's back. He lead the way as Twilight took her lasrifle out but that's when the first rays of sun began to illuminate the field and Steeltrix suddenly broke out into a dead run as Twilight and Mac tried their best to keep up with the stallion.

But just as they reached the half way mark into No Man's land, a flurry of las fire flashed around them and Twilight turned her head back to see a squad of Cultist ponies, wearing what could've been black dusters over cut-covered bodies and shaven heads dabbled with chaotic symbols, as they carried laspistols and lasrifles and she watched as one took up his rifle and fired another burst at herself and her small team. Steeltrix grunted as one shot hit the armor on his flanks and as he tossed Applejack to Twilight, he shouted to her, "Just keep running! I'll hold them off!!!"

And he took his lasrifle out as he fired full-auto at the pursuing cultist. It was only then that he realized Twilight was firing shots off next to him and though he appreciated the help, he wanted to curse her for being some stupid glory-hunting filly but he watched as her shots dropped two Cultist ponies in their tracks. He fired another shot off and watched as it catch the head of another and he watched as it blew the ponies brains out to splatter the ground and his comrades.

"Alright, now lets fall back to our lines!!" Suddenly shouted Twilight as she grabbed him by his armor and suddenly hauled him out of the small fox hole made by an artillery shell as she threw him in the direction of their trench lines and he ran onward as she followed him close behind. Their dead run soon had them near their trench lines when suddenly a explosion lifted Steeltrix off into the air and straight into the trench lines of friendlies. Twilight felt dirt against her face mixed with mud but she ignored it as she threw herself into the trench line and she soon landed on mud covered floorboards. As she groaned, a shrill voice said, "Twilight! What were you doing out there trying to get Applejack by yourself?"

"It's good to see you to Rarity." Moaned Steeltrix from nearby and as Twilight slowly sat up with the help of Rarity, she gasped as she saw Steeltrix without a boot on his hoof and having cratered into the trench walls. She managed to get up and she trotted over quickly as she pulled him out of the mud and as he hit the floor boards with a thump! she looked over to see Big Mac coming over and shrugging Steeltrix onto his back as he said, "Come on."

And she followed him as she saw Pinkie Pie carrying Applejack and Rarity was keeping the Cutie Mark Crusaders inside the dugout so they didn't see the blood-covered bodies of both Big Mac and Applejack. And as she followed Big Mac from the trenchlines, she could hear the screams of cultist dying to the fire of Guardsponies all around her.

**** ****

The Ultrapony Apothecary looked down at the forms of Applejack and Big Mac as he said, "They will recover within a day's time. We have been blessed by the Emperor for having them come back as they are."

He turned back to Steeltirx, who leaned against Twilight because of the fact his right hindleg hoof had been bruised severly from the mine as the Apothecary said to him, "You can still go off into duty. You are a lucky one for having survived a standard Imperium Anti-personnel mine, let alone just having a boot come off... You both are dismissed."

Twilight nodded as she slowly helped Steeltrix on his injured leg. It was kinda weird for her to have him so close to her because for one reason or another, it made her really uncomfortable and as they walked out of the hospital, she suddenly found herself walking straight into the form of Flash Sentry, his orange fur hidden beneath his uniform and his blue mane was cropped short to fit inside of his helmet, although she didn't know why her mane was still the same length as it was.

"Twilight!" He said in sudden surprise as Steeltrix suddenly began to hobble away on his own as he said, "I'll leave you two alone."

Twilight was about to argue but then watched as Steeltrix continued on without even skipping a beat. She turned back to Flash Sentry as she asked him, "What brought you over here, Flash? I haven't seen you since the start of this whole war."

"I just heard you had brought some of your friends over and were currently here... So I thought maybe I could talk to you before we both need to go back to the front lines." He said almost sheepishly.

"Sure, I have time to talk... just don't make it too long, okay? I'm afraid that Steeltrix is going to get hurt." Twilight said as she glanced back to the direction of Steeltrix.

"The Steeltrix? In your squad?... what did you do to get such a bad stallion on your squad?" Suddenly answered Flash, who was quite stunned that such a stallion existed at all, let alone in Twilight's squad.

"He isn't that bad... he's actually a good guy. Just the other day, he covered my back even though I stayed to help him. And I think that had I not been behind him, I might have lost my leg instead of him just lose his boot. He was the one to help Apple Jack here, too!" Twilight said as she defended her squad mate. "Sure he has more quirks but that doesn't mean he is all bad."

"I hope so. I just don't want my girl to get hurt, that's all." Said Flash as he looked around before he finally said, "I think we should part way's now. See you around."

"See you around, Flash." She said with a small smile that he returned before she trotted off after Steeltrix.

Except, just as she reached the back trenches, she heard whistling and she suddenly felt a thrill of fear blast her as screams and shouts of "Incoming!" sounded out just as the first part of the Chaos artillery barrage began to slam down into the front trenches and she watched as bodies and blood spray high into the air as she began to gallop through the trenches at breakneck speeds. She passed scrambling Guardponies as she took out her lasrifle and as she neared the second line of trenches near the front, another wave of Chaos artillery smashed into the trenchworks and she felt something wet and warm splatter her entire right side. She stopped to see at least a half dozen Guardponies dead in the trench, most torn to bloody bits and barely recognizable from where she was.

She made it to the front trench line and as she ran passed Guardponies firing on the firing step, she found her trench dugout and found Pinkie Pie, Rarity, and the Cutie Mark Crusaders scrambling to get their gear on.

"Have you all seen Steeltrix?" She asked them as another explosion rocked the trench. Above them was the sound of a chattering heavy bolter turret, its brass casings hitting the top of their ceiling as the Guardponies tried to fight back the Chaos tide that was now swarming through No Man's land.

"No! I don't think he even made it here!" Rarity said as she put on her battle saddle and finally ran out with everyone else on her tail.

Twilight was very anxious for Steeltrix, knowing that he could've died in the opening bombardment from the Chaos ponies but as she turned back and got onto the firing steps, her lasrifle put on full power and with a full las clip, she watched as Chaos cult ponies swarm all around the land, firing laspistols and lasrifles at the defenders of the trenches and as she positioned herself and took aim, her sight drifted around the swarm of ugly ponies.

Her first burst of las bolts winged one Cult pony and stabbed another in his gut and the stallion howled as he collapsed into a hole made by an explosion. She adjusted her aim and fired again as she felt Rarity and Pinkie Pie next to her as they fired their guns. Las bolts crisscrossed through the air as ozone waves washed over Twilight as near hits seared by her face and hit the trench walls behind her. She downed another Cult pony, a mare who was shot through her chest, as she managed to wound a few more but only two dropped and stayed down on the ground, one hollowing in rage and pain. She snapped another las clip into her lasrifle as she fired another burst of ruby-red beams down into the torrent of Cult ponies when suddenly a shell smashed close by to her on her left. She tasted mud in her mouth and she spat out the grime as she looked over and saw six more Guardponies dead in the trench, blown to pieces.

Celestia be with you all. She thought as she heard galloping hooves and she saw that the Cultist ponies were almost into the trenches. Just as she began to fire her lasrifle, a figure blitzed last her with a bayonetted lasrifle and she watched as the brave, or equally stupid, Guardpony stab his rifle through the neck of a Cultist pony and he roared as he continued his charge against the Chaos ponies. Then, she watched as other Guardponies get up and go over the top as they charged after the figure and she suddenly found herself following them all into the melee that was flooding across No Man's land.

She quickly snapped on her bayonet as she galloped across the field after the other Guardponies, hoping none of her friends were following her into the suicidal charge. She watched as Cultist ponies and Guardponies clash amongst the craters and ruined tree's as they stabbed, kicked, bit, punched, and used their weapons as clubs as she soon found herself tripping over one Cultist pony herself. They tumbled into a crater and she launched herself at the evil stallion as she unhooked her bayonet from her rifle barrel and thrust it through the stallion' face. As blood dribbled down her hoof, she suddenly felt guilt wash over her and as she let go of the bayonet, she looked at the blood on her hooves as she realized she had never killed a pony with her own hooves before. Shooting a rifle and killing a pony is different from stabbing them, right? She was so broken in her mind that when a Cultist pony popped over the ledge, she didn't even react to them.

Only when she heard a lasrifle fire and felt a body tumble next to her did she acknowledge the familiar voice as he said, "Come on! Get up, or else you will die in there filled with guilt!"

She looked up to see Steeltrix with the fiercest eyes ever, both grey eyes being as cold as the mud she was in. She nodded limply as she reached with a bloodied hoof and as Steeltrix grabbed her hoof, she instinctively grabbed her bayonet and yanked it out of the dead ponies face. She felt Steeltrix haul her up slowly up the mud-slick sides as she soon landed on him in the mud and as she got up, she said with courtesy, "Oops, sorry."

Steeltrix sighed as he shoved her off and as he got up, he said to her, "Come on, we best be following up the others. It seems your friends are already here."

She turned back and saw Pinkie Pie, the Crusaders to her surprise, and to her shock she saw Rarity marching forward, covered head-to-hoof in mud and slime. She wore a normal face, neither filled with disgust nor rage, and as she trotted by Twilight, Twilight asked her, "Are you.... okay Rarity?"

"No but we have a mission to do, don't we?" Rarity asked back as she continued on and Steeltrix leaned over casually and asked Twilight in a mutter, "Is it just me or is she not herself?"

Twilight shrugged as she and her squad continued on after Rarity, into the teeth of the Chaos ponies lines.

*** ***
Lasbolts fried the air around her as she dropped into the third Chaos controlled trench as Rarity dropped down behind her and blasted a Chaos pony in her face at point-blank range. The mare screamed as the las bolts seared her face right off and as Rarity brutally kicked down the mare, she fired at more of the Cultist ponies who were all scrambling around in the trenches. More Guardponies dropped in and the rest of Twilight's squad joined in. She watched as Apple Bloom fire a stream of las bolts into an opening and though she heard screams of dying Cultist ponies, she saw how scared she was as she watched her soon dropped down against the trench walls and slid down them till she was sitting on the floorboards, crying small tears to patter against her armor and the floorboards.

"Come on, Apple Bloom! We can't cry right now! Not when we're so close to winning back your farm!" Twilight said as she picked up Apple Bloom in her arms.

"I wish Applejack was here!" Apple Bloom bawled as she buried her face into Twilights chest and as Twilight looked around with wide, nervous eyes, Steeltrix put a hoof on her back as he said, "Come on... Here, let me carry her."

And as she did so, she heard him begin to tell Apple Bloom things: "Are you okay?"

"No! Why are we killing these ponies!" She asked in a floor of tears.

"Well, didn't these ponies hurt your sister and brother?" Steeltrix said to her as he held her while he sat down in the trench.

Twilight watched as more Guardponies past them and Apple Bloom said, " Yeah but shouldn't we be nice to them anyway?"

"If we could, this wouldn't be happening. But these ponies want war, they want to kill us all, beat them and slice them up like your sister... No one should die that way... No one, and that is why we fight. So no one can die a horrible death." Steeltrix voice was very kind and soothing, something she hadn't expected from him and she found herself soothed by his words, forgetting this was just a war and that she was just a soldier.

But then Apple Bloom gave a long sniff! and she looked around as she asked Steeltrix, "When this is done.... am.. would I be allowed to have a day off?"

"Heck yeah! I'll make sure you three youngsters have more time off then the rest of us. You need it." Steeltrix said with a grin.

As he slowly sat up, he looked around as he said to Twilight, "Alright I think we're good to go."

Just as Twilight nodded her head, an explosion lifted everyone off their feet and as she was hurled against the trench walls, her head hit something hard and she was knocked out cold instantly.

Chapter 5: Forest ambush

When the APC halted, Twilight nodded as the ramp lowered down and everyone quickly hopped out of the APC as they found themselves looking at a clearing made within the Everfree forest. The base was a mash-up of trenches, barriers, bunkers, comm arrays, and tents of all sorts while Guardponies marched around in tight patrols. They quickly trotted away from the APC as it sat idly in the base before it soon was turned off and as Twilight lead her squad towards the main command bunker that sat in the middle of it all.

As they entered into the dark bunker depths, Twilight turned to Applejack who she had made second-in-command, as she told her, "Keep everyone right here. I should be back soon."

"Be careful, Twilight." Applejack replied as she looked at the others and said, "Alright, its gonna be awhile before she returns, Let's make ourselves comfortable now."

She left them as they were, knowing full well that Applejack could handle the squad and the somewhat troublesome Steeltrix, as she descended down a flight of steps and came into a large war room. Ponies of all ranks went to and fro as they worked their plots off to see the campaign made successful. As she descended down some more stairs, she saw another pony similarly dressed like Commander Draco and she approached him as she stopped and snapped to attention before the figure. The Pony, a mare, realized she was behind her and turned as she said, "So, the Squad Mane 6 has arrived here at Base Echo-Foxtrot. Welcome."

"Yes, ma'am." Twilight snapped off a salute that was quickly returned as she asked, "What is our orders, ma'am?"

"You will be attached with a platoon of the 325th Krieg Guardponies as you try and push the Tyranid ponies inside the forest. Your main task is to destroy all forms of hives and to kill as many of them as you can. We have yet to find their main base but we will soon. And by the way, I am Commander Sylver. I will have a copy of your orders copied to your data-slate. Until the next wave of our ponies comes back, you will mainly stay at base and stay out of trouble. Dismissed!" The Commander mare said as she nodded for Twilight to leave.

"Yes ma'am!" Twilight snapped before she did an about-face and quickly made her way back to the surface, to where her squad awaited her. As she came through the bunkers main entrance, she found her entire squad staring at Applejack at the position of attention and as she looked at them up and down, she almost mistaken them all for professional Guardponies.

"What's our orders, Twi?" Asked Applejack as she looked expectantly at Twilight while the squad didn't so much as flinch.

"Our order's are to join up with a platoon from the 325th Krieg Guardponies and wait until the last wave of ponies get back. Then, we are to destroy the Tyranid nest's and structures and wipe out any forces we see until we find their main base, which could be anywhere." Twilight answered as she checked her data-slate and read off of it. "Well, follow me to our new home... and from the looks of it, we won't be living in some dugout."

Everyone trotted behind her in semi-perfect formation as they trotted past other groups of Guardponies, all who look like they had seen some wear and tear since the start of it all. Some had what looked like armor that had been eaten away in area's and some had what looked like prosthetics on arms that were red from something vile taking the original limbs away.

They reached the 325th Krieg Guardponies camp area and as they slowly walked into their tent that they owned, She noticed that most of these Krieg ponies seemed a tad bit like Steeltrix, although as she looked at some, they were so focused on their weapons she was surprised they weren't talking idly. She entered last and as they sorted themselves out, Steeltrix once again had himself closest to the entryway and she saw he was looking at the Krieg ponies himself.

"What do you make of them, Steeltrix?" She asked him as she looked at her data-slate at what was on it.

"They seem quite a bit like me, jus focused on war-making and very little else... Well, talking to them can wait for sometime. I think my lasrifle needs some more attention." Steeltrix said as he soon sat on his cot and took his rifle out as he began to clean it and make sure it was in tip-top shape.

And there he goes yet again... Trying to set an example of soldiery foe everyone else in the squad... When will he learn that not everyone, save maybe these Krieg ponies, will ever be the best soldier? Twilight thought as she watched the others put stuff away and tidy the tent up a bit.

****** *****

When she heard the sounds of trotting hooves approaching the base, herself and everyone else got out of their tent as they wanted to see how bad it was. They reached the edge of their small compound base and as they looked at the approaching ponies, Steeltrix muttered next to Twilight, "Holy Celestia...." and it was the first time she had ever heard him say anything of her name.

The Guardponies were looking worn down from the fighting within the Everfree forest. She saw APC's with melted armor, ponies carried on stretchers with missing limbs, and she saw what looked like a two-legged walker called a Sentinel slowly taking up the rear with its fair share of melted armor plating. The ponies slowly staggered in and she watched as medic's from their unit come over and quickly take away the injured ponies as Applejack suddenly said what every pony was thinking, "What are we walking into?"

"So you are Mane 6, eh? Just a bunch of meat for the meat grinder.... Shameful."

The voice startled them all except for Steeltrix who turned around and said, "Oh really? I don't see even a scratch on you. You must be new yourself because every other pony here has some form of combat on them, scars to replaced limbs."

"Oh, so you're the wise guy of the group." The Krieg pony wore red uniform with grey armor and he had a normal lasrifle on his battle-saddle. He looked like a grizzled veteran of campaigns but as she looked him over closely, he didn't give off the same air as a veteran.

More like a cryfilly greenhorn.

But just as Steeltrix was about to say something else, a commanding voice behind the Krieg pony barked out, "Kawolski! Get back to your quarters, now!"

The pony cringed as he scampered away and a Krieg pony, wearing a cape of black fur along with the other ponies uniform and gear, approached Twilight's squad as he said, "Forgive me if he bothered you. Kawolski likes to try and haze the new ponies attached to us. I am Lieutenant Apollo "Firespitter". I am commander of this detachment of the 325th. It is nice to have the Princess Twilight Sparkles and her squad attached to our unit." And as the pony looked at Steeltrix, he gave the biggest grin as he said, "And you must be the famous Steeltrix your friends talk about! I hear you were like us before the war, always thinking of violence."

"Yeah, but now at least it's used for good now. Before, it made me a pariah." Steeltrix said with a small smile and Apollo laughed as he said, "Ha ha ha! You'll feel like family here in the Krieg ponies! We can't help but like war, even when people die from it."

Apollo walked over and put a hoof around Steeltrix as he said, "Well, you all should get ready. We got the next wave shift so you best be prepared for what we will be facing."

And as they all followed Apollo back into to their tent, Twilight was very worried that something bad was going to happen to them all when they went into that Everfree forest.

**** *****

When the Krieg ponies went out to go into the Everfree forest, she counted around 8 Guardpone squads all together with maybe 4 Chimera APC's and at least 4 Sentinels. At least one Guardpony in each squad of the Krieg ponies was equipped with a flamethrower or another weapon called a meltagun that shot a very intense beam of super-heated plasma from its nozzle and would turn anything five feet from you into nothingness, and everything else from that into ash and burned corpses.

Her squad was in one APC and as she manned one of the side sponsons equipped with a flamethrower and as she looked around the little sponsons firing view, she almost wanted to just watch the other Guardponies dismounted next to the other Sentinel walkers, which all had flamethrowers mounted on them and looked and walked like chickens.

"All units, we are nearing the area which the Tyranid ponies are. Prepare for immediate contact and prepare for a swarm of them." Came the voice of Lt. Apollo over the APC's radio and as she looked over at Steeltrix, he nodded to her as he said to everyone, "I don't know what these ponies are like but we shouldn't ever think we'll be in control with them. From what I hear, they are Hive-mind creatures, so they are going to be straight up animals."

There was a sudden bump as the APC went over something and as everyone gave a grunt from the sudden movement, Lt. Apollo came on again as he told them, "Aright, here we go!"

And that's when everything seemed to go off at once.

She heard lasrifle's firing everywhere as she heard flamethrowers spewing liquid death all over the forest and soon she could see fire licking everywhere. The screams of Meltaguns could be heard as well but she also detected another sound: scream that horrified her and chilled her very soul as she saw shapes galloping all around them, not clearly armed but she knew these had to be Tyranid ponies.

"Chimera's! Set up a wall for our Guardponies to use and whatever you do, do not panic and try to fall back!" Shouted Lt. Apollo over the radio as Twilight saw shapes leaping towards the APC and she sprayed her flamethrower mount around as the flames were spewed out like a fire house did with water. She heard screeches of unfamiliar creatures and watched as the area was bathed in so much fire, nothing should have survived.

That's when the huge Tyranid creature called a Carnifex came smashing through the tree's. It was so huge to Twilight and she gave a very audible swallow as the creature smashed into a nearby APC and flipped it over as she watched the armor buckle beneath the creature's mass. It was an ugly creature with an elongated head with a wide, fan-head crest of pure bone, it's jaws filled with sharp teeth and eyes that were devoid of anything except for this hive-mind. It had two arms with gigantic bone-swords that sliced any pony in half wherever they were swung and it had two other arm's as those held a bio-weapon that was like a cannon, buckling and punching through the armor of a Sentinel. It's entire body was covered in bony plates that seemed to shrug off all of the attacks from the lasrifle's but seemed to be taking some hurt from the Chimera's autocannon and heavy flamers and as she aimed her heavy flamer, she heard everyone else firing the APC's side-mounted lasguns.

She could see also the Tyranid ponies skittering around the Carnifex, actual creature that looked like ponies but they had a bone-blade for a tail, had a skull with a jaw of sharp teeth and at least six beady-eyes, and had an extra pair of limbs on their back with bone-blades affixed to them.

"Hormogaunt ponies!" Someone shouted over the radio and she heard screaming in the background as she watched the Carnifex take a sudden shot from an autocannon to it's jaw and as bone shards flew everywhere, she saw it's jaw had been severely damaged when she heard the APC door open and she turned to see Steeltrix covering Big Mac as he hefted his rocket launcher.

Big Mac aimed the bulky weapon as he paused before the weapon let out a roar as the rocket screamed out of the launch tube and delivered a blow to the side of the Carnifex's head. She saw an explosion of blood erupt from the head as the rocket punched through the bone plates and erupted right in the cranium and as the bit's of brain and blood splattered everything, the huge creature wobbled slightly before it fell over, making the ground quake beneath it's huge mass.

She couldn't tell from how many of the Guardponies outside were dead but as she looked around through her small viewport, she could only assume 50% of the group was gone. And then, suddenly, the radio crackled as Apollo shouted over it, "All units! Fall back! I repeat, fall back to base Echo-Foxtrot!"

And just like that, the APC ground itself over dead corpse as everyone that was alive fled the area before more of the Tyranid ponies could swarm over them.

****** *****

On the way to the base, it was somber inside the APC. Everyone was silent, unwilling to speak after so much had happened and all Twilight could think about was the ponies who had died out in the forest, never to be recovered again for any form of cremation or burial. It saddened her to think that she may become one of them at one point and such a thought made her shiver, even in the heated, cramped passenger compartment of the APC. The APC began to slow as it neared the base and as she looked around she said to everyone, "Well, we made it back... hooray." Her tone lacked any enthusiasm in the return and everyone solemnly kept focused on themselves as most tried to not remember what just happened.

That's when the APC halted and turned off and as the ramp was lowered and as everyone slowly filed out of the APC, she looked around to see medic's running to and fro once again, taking away those poor wounded ponies from their mission. They began to walk along when Lt. Apollo approached them and as they snapped to attention, he said to them, "Your heavy trooper, Big Mac, did a fine job killing that Carnifex."

"I also wanted to say that though you may have not done much, you actually did help us a lot. Your shots kept the concentration of Hormogaunts off of us long enough to load up our wounded." Apollo continued to say. He seemed genuinely thankful for what little they did and Twilight smiled slightly as she said, "Of course. Whatever we can do to help."

Apollo smiled as he said, "Come follow me to the mess hall, you all need it more than you may think."

Twilight looked at her friends and squad mates before she nodded and she lead the squad after Apollo as he lead them to the mess hall that was situated on the other side of the Krieg ponies camp area.

The mess hall was loud and rowdy with all sorts of Stallion's and mares congregating around the mess tables that seemed to span the room with how long they were. Although the outside made it look like a normal bolter equipped bunker, Apollo had lead them downstairs into this place and as they followed him through the line, he asked them, "What sort of Ration have you been eating? You all look starved of some real food."

"Well, we only eat what we get, which is mainly three meals of A-Rations." The rations, to say the least, were disgusting and awful and sometimes she wondered what exactly was put into them.

"A-Rations! Geez, most Guardponies usually throw them into fire pits because they aren't very good for you but burn quite well. In fact, if you need a quick fire, just put a match on a pile and it'll give you plenty of light to see around you." Apollo came to the counter and as he picked up a tray, Twilight noticed the chef's were giving Apollo strange looks but they shrugged as she took up a tray and followed Apollo.

With their food splattered on her tray, and a little bit on herself, they quickly followed Apollo till he sat down and they arrayed themselves around him as he asked Steeltrix, "So, what exactly did you do before the war?"

Steeltrix went ramrod straight with his body as he looked around before he looked back and said, "I don't want to talk about it... There is a single pony in my group that will be offended by what I did

Although Twilight and her friends knew he had done violence but as she watched him nervously glance around, she suddenly realized she had never even attempted to find out what exactly he had been doing that was violence and as she watched him glance suddenly over at Fluttershy, she suddenly had an idea at what he had directed his violence at and she blurted out, "You killed animals didn't you?!"

Fluttershy, who apparently had been drinking some water from her canteen, spewed the water out like a water hose and it was aimed at none other than Steeltrix himself and as he looked at her with a slightly hurt look, she demanded, "What did you kill?"

"I may have killed a few Timber Wolves and destroyed some of their den's when I was a Pariah... Nothing too bad, right?" He looked around sheepishly as he said it.

"Timber Wolves? As in, full grown Timber Wolves?" asked Applejack in astonishment.

"You know, unless you use fire or an axe, they are really tough to kill and every time I got in a scrap with them, I always seem to come out of it with a bazillion splinters all over me that I have to go through every night. It's a wonder I still don't have some in me right now." Steeltrix said.

"I've seen Timber Wolves, or at least the photo's. What is the most you've taken on alone at one point?" Apollo asked with complete interest.

"I'd say.... around.... well...." Steeltrix thought back to his early years before he said, "I had to clear out a den of over 2 dozen of the things. I had more splinters that day than I would the entire year of dealing with those things."

And at that declaration, Fluttershy seemed to sniff and Applejack hugged her close as she muttered, "I knew you were a monster... Now look what you've done."

"Had I not dealt with those beasts, they surely would have killed some random pony or maybe taking a looking to prowling about your Sweet Apple Acres." Steeltrix retorted and Twilight began to realize things may come to blows soon enough.

So she quickly said, "Well, at least we can all remind ourselves that you've done crazy things in the past when you go off on some suicidal mission."

Steeltrix glanced over at her with his peripherals and she watched as his eyes narrow as he said in a surprisingly dark tone, "Are you for real saying that? Are you saying I'm just another pawn for you, like your friends are?"

Now that stung.

"My friends are not some pawns or slaves to be thrown about! I actually would die before I let my friends be harmed in anyway! I care for them!!" She spat back at him as her own eyes began to narrow.

"Right, are all of your friends treated that way? All of them??" He said and she realized she had not counted on him actually knowing much about her.

"Are you saying that I don't actually care about any one of my friends?" She demanded and her face began to feel warm from this heated debate.

"Yeah! For one thing, your dragon. You can't even look at him with glowering at him! Sorry to say this, Princess, but Friendship is only Friendship when everyone you know is a friend and from what I see, Spike isn't one of them." Steeltrix nearly spat it out but he didn't, knowing that as soon as he let his anger out, he wouldn't be able to stop it or whatever came next.

Apollo realized that unless he did something this was going to end in a very nasty brawl and as the commander of this unit, he only wanted a fight against their enemies, not amongst themselves. So he tapped Steeltrix's shoulder with a hoof and jerked it to the exit as he said, "Go outside and let off some steam, Steeltrix. Trust me on this. Heck, I order you to go let some steam off."

As Steeltrix got up, he cleared his tray of food and left the mess hall and though the entire atmosphere around them hadn't changed one bit, the group's mood had gotten worse from this.

"He... He seems a bit scarier when he's mad..." Pointed out Rarity as she tried to resume eating.

"Look, from what I can tell, you all need to stop holding grudges against him. What's done is done and there is nothing you can do about it." Apollo addressed the group as he watched Twilight slowly calm down. " You all need to realize that his flank's mark is not a cutie mark. It's a mark that is aptly called a Warrior mark. Just like your Cutie marks, it shows him what he must do and his says he must be the one to wage a constant conflict against something. I'm just thankful he didn't kill any other pony."

Twilight wanted to tell him that it is impossible to get a 'Warriors Mark' but as she let her head wrap around what he just said, she knew that he had a point. She sighed as she looked down at her food before she made up her mind and said, "I'm going to apologize to him. And you should come too, Applejack."

"Why should I bother with scum like him?" Applejack asked as Fluttershy began to resume eating herself.

"Because not only are you just as guilty but you also are my second-in-command and you should always help me out with these sort of things." Twilight said as she got up and cleared her tray.

Applejack gave a frustrated groan as she looked around and Big Mac, who was sitting next to her, nudged her and she sighed as she got up and cleared her tray as she said to her, "Fine, but don't you think I will ever trust him again."

Chapter 6: A Warriors rage and Battle of Everfree Forest

Twilight and Applejack quickly trot up the stairs as they soon popped out into then actual bunker and as they slowly trotted outside, Twilight began to search for Steeltrix. She thought he may have headed to their tent and with a stubborn Applejack in tow as they went to go to their tent.

She lifted the tent flap up but found it devoid of life and as she looked around, she realized with a gut wrenching moment that Applejack flamethrower, we she hadn't brought on the mission, was missing from its spot and she looked around for anything that might have been a note as Applejack said, "Where's my-?

She heard galloping hooves go by and she poked her head out as she watched a Krieg pony stop before the image of Apollo and salute with a hoof as she listened in on her comm radio.

"Sir! A Guardpony just left the base with only a flamethrower and a lasrifle! We tried to stop him but we couldn't! He's heading to the Everfree forest." The sentry said in an urgent tone.

"What did the pony look like? Did you know his name?" Asked Apollo, his tone taking the urgency into effect.

"Sir! The Pony was named Steeltrix! And I suspect that some pony really got under his skin." The Sentry said.

Apollo swore colorfully as Twilight's stomach did a double-take and as she checked her lasrifle on her battle-saddle, Applwjack next to her said in a shocked voice, "He.... he's really going to go on a suicide mission..."

She bolted to where Apollo was, who had become pale at what had just been told and as she halted before him, he looked at her as she asked him, "Sir! Permission to go after Steeltrix?"

He didn't even think as he said, "Get your squad and get that stallion back!" and she nodded as she and Applejack quickly rounded up their squad and as they mounted into a Chimera APC, she prayed to Celestia that they wouldn't be too late.

****** ******

The forest was much darker at night than in the daytime and as she looked around from her heavy flamers gunport, she couldn't even start on where Steeltrix had went off to. As she looked down the trail they were currently traveling, she wished she could tell which pony hoof prints she saw in the ground when her radio crackled and she tuned her radio in as she realized who's voice it was.

"Steeltrix!" She nearly shouted the name and she asked him, "Where are you?"

"Why do you care, huh? Wanna say anything else at me? I'm going to let off some steam, just as I was ordered to do. Now bug off, I can hear your APC just so you know." Steeltrix answered with a dark tone over the radio.

"Because none of us want you actually dead! Don't throw your life away just because we are-" He mouth stopped short of the word and she slowly forced them to work again, "-ignorant of how you live and think..."

She turned from the viewport as she said to her friends, "He's nearby. Driver! We're getting out here. Standby to pick us up."

The ramp swiftly lowered as everyone quickly fanned out and as Twilight looked around using the NVG's that had been somehow built into the helmets, she began to scan the forest for Steeltrix. She saw shapes everywhere and her stomach dropped out as she realized that they were corpses from before and she could see the Carnifex's corpse nearby but as she continued to look around, she couldn't clearly see where Steeltrix was.

"Ignorant? Do you even know what that means?" Steeltrix sounded genuinely surprised by the statement and she heard him grumble something along the lines of "figures" as he came back on and said to her, "Look, just leave me alone for now, okay? It's not like I haven't come unarmed or anything."

"Listen, Steeltrix, you will get your flank here right now or so help me I will drag over here!" She snapped in her radio as she continued to scan for the black pony. Then she realized in such darkness, he would most likely be near invisible and she looked around at her squad as she asked them, "Anyone have binoculars equipped with heat-vision?"

Sweetie belle appeared with on and as Twilight thanked her, she put them up to her eyes as she rescanned the surrounding area's. Much of the place was purple, blue, and black with some dark red thrown in but just as she scanned over a tree, she saw the white, orange, and yellow figure of what looked like a pony and as she watched the pony, she asked Steeltrix, "Can you shake your head?"

The pony halted and spoke into a radio, "Why?"

"There he is!" She shouted as she put the binoculars on her battle-saddle and the whole squad and even the Chimera set off after her as she made a beeline towards Steeltrix, who stood with a gaping mouth as she ran towards him. He seemed to want to run but then he seemed to pause and as she reached his side, she tackled him to the ground as she cupped his head in her hooves and asked him, "What were you thinking?!"

Before he could answer, he took out his lasrifle as he aimed it and fired at something to her left and she turned to see a hormogaunt pony topple over dead and she quickly got up as Steeltrix ignited the flamer just as Applejack wretched it off his battle-saddle and strapped it onto her just as Twilight shouted, "Tyranid ponies!!" and she fired away as the hormogaunt ponies poured out of the darkness and leaped at them.

Applejack's flamer spewed liquid fire into the many homogaunt ponies and as Twilights lasbolts sliced through the bone plates of some of the hormogaunt ponies, she watched as the flames begin to eat away at the others while they screamed in agony, their fleshing becoming cooked and burnt.

The APC halted nearby as the CMC bolted inside and manned some of the lasguns along the hull as they fired into the darkness while Big Mac retreated inside, knowing his rocket launcher wasn't very useful in this fight. Steeltrix looked around as his lasrifle dropped another hormogaunt pony just as one leaped onto him and began to try and stab at him with its bone blades. Twilight saw the struggle as she fired a stream of ruby-red lasers into the thing and as it dropped off of Steeltrix , he took out a frag grenade, clicked the primer, and then hurled it into the forest as he said to them, "Come on! We gotta get out of here!"

The explosion tore apart a few Tyranid ponies as the squad quickly mounted up into the Chimera but just as the APC got moving, something buckled the armor plating next to Twilight and she looked outside to see a Carnifex slowly advancing towards them and her stomach got ice-cold as she began to call over the radio, "Anyone, this is Twilight Sparkles of Mane 6! We have a Carnifex advancing on us! We need support!!"

Big Mac rolled out as his sister and Steeltrix covered him and as he hefted the launcher, he aimed it at the Carnifex.

But before he could fire, something bigger than one of the hormogaunt ponies but not as big as the Carnifex smashed him aside and Steeltrix nearly swore as the Tyranid Warrior pony, with a bio-weapon growing out of it's flank, turned to face him. Steeltrix let loose a barrage of lasfire and watched as the shots connected all along thee creatures body but it still managed to get up and fire a few shots of deadly bio-acid at him. Steeltrix rolled away as the acid splattered a tree and he watched in shock as the acid began to eagerly devour away at the tree's bark and inner wood.

The Warrior Pony screeched as Applejack turned around and spewed a liquid jet of promethium at the creature and the thing howled as the flames coated it and it began to thrash around as it's flesh began to char and burn. But just as Steeltrix got up, he watched as the Carnifex towered over him and he closed his eyes for the end.

KAA-BBOOOOMMM!!!!

He jumped at the sound but when he felt the earth shake beneath him and he opened his eyes to see the Carnifex with it's chest blown up, lying dead next to him. He turned around and watched in amazement as an armored column of Sentinels, Chimera's, and the Guardsponies Main Battle Tank, the Leman Russ, came charging forth while a wave of familiar ponies dressed in red uniform with grey armor came charging forth with flamethrowers, melta's, lasrifles, and rocket launchers. The Tyrnaid ponies halted in their tracks as the horde of Krieg ponies came swarming through the tree's and as the Krieg ponies began to fire at the remaining Tyranid ponies, the homrogaun ponies and the Tyranid Warrior ponies scattered and fled the area and as Twilight looked back on the Krieg ponies, a familiar face appeared before her.

"Well don't just stand there, you meat shield! Get up and follow us!!!" Lt. Apollo shouted and she grinned as she got up and collected her friends back into the APC before the Chimera joined in the armored convoy.

****** ******

The convoy spearheaded its way through the forest as Sentinels lead them after the fleeing Tyranid ponies. Twilight kept track of the radio chatter as Steeltrix almost gloomily sat next to her, his head held in his hooves as he stared down at the metal flooring. She looked over at him and gave him a friendly, small shove as she asked him, "Hey, are you alright?"

He looked up at her as he waved a hoof around, the universal sign of "leave me alone" as he went back to his stupor.

She sighed at his stubbornness and she looked around at her friends before she hit him upside his head as she said to him, "Hey! This is no time to push us away! Don't make me throw you outside."

"Like you truly would." Sneered Steeltrix as he waved her off and her anger simmered as her eyes narrowed.

She suddenly wrenched him out of his seat and threw him against the nearby wall that was the backside of the driver and she heard his head smack the back of his helmet hard as he slowly slid down onto the metal floor. Everyone looked a little alarmed by this but then they watched as Steeltrix slowly get up and sit back down next to Twilight as she straightened up and she could tell he was no longer going to be with low morale.

If anything, he had his fire burning in his eyes.

She listened back on the radio chatter when she heard Lt. Apollo say, "All units! All units! Dismount now! We have found the main base of the Tyranid ponies! Prepare for a full assault!"

The Chimera, along with all of the other vehicles around her, halted suddenly and as the back opened up, her squad quickly filed out as the other Guardponies also left their own Chimera APC's. She looked all around her as the many squads formed up around them. She saw the Sentinels nearby and apparently they were overlooking another open field in the Everfree Forest.

She saw Lt. Apollo with his squad of Guardponies and noticed next to a chainsword he had a meltagun on his battle-saddle. She looked baack on her own squad and saw them all ready for the coming fight.

"Krieg ponies!" Shouted Lt. Apollo.

Every pony turned as they looked at their commander.

"Charge!!!" Lt. Apollo roared as he lead the whole assembly and as Twilight and her squad followed at a gallop, the vehicles they had brought along roared their engines and followed them. She heard thunderous roars and she watched as shells from the Leman Russ tanks began to fall down amongst the positions of the Tyranid ponies. She heard alien screeches of the Tyranid ponies as she saw large washes of blood go sky high from the shells explosions and then she heard the firing of autocannon's from the Chimera's behind her just as the charge of Guardponies reached the Tyranid lines.

Ruby-red lances struck Tyranid ponies where they were standing and as Twilight lead her squad to what appeared to be the remains of a stone wall, she realized where they were.

"Are we-" Began Applejack when Twilight said, "yes, we're back where we all started...."

Steeltrix ducked down as a glob of bio-acid was hurled over his head and he popped up again to take a shot as he said, "I think I know where these guys put their main organism...."

"Where is it?" Twilight asked urgently as she ducked from a Warrior ponies shot. She fired her lasrifle back at it and watched the shot smack it between it's black, beady eyes.

"It's going to be in the throne room.... just a feeling that it will be..." Muttered Steeltrix as he hurtled the stone blocks and the entire squad followed him as they charged past Guardpony positions, past dying Tyranid ponies, and past the burning remains of the organic structures as they managed to find their way into the Old Ruins.

*** ****

Inside, Steeltrix lead them through some of the few remaining winding passages and as Twilight watched him easily navigate the ruins around them, she began to become suspicious of him and how he knew the place so well. Suddenly, a swarm of Hormogaunt ponies, followed by two Warrior Ponies, came around the corner and everyone yelped as they fired their lasguns at the Tyranid ponies. The red lasers struck the ageing walls just as much as they downed the Tyranid ponies and when Twilight shouted, "Stop! Stop! Cease fire!" the hall smelled distinctively of ozone and of burnt meat which clung in her nostrils and made her gag.

They quickly stepped over the bodies as they approached the throne room and just as they turned the corner, with Steeltrix leading the way, there was a thunderous roar from deep within the castle and everyone stopped as the very stone beneath their hooves began to tremble.

"What's going on?" Shouted Applejack and Twilight tried to listen to the radio lines when Steeltrix shouted, "RUN! Its a Hierophant Bio-titan!!!!!"

They all ran back the way Steeltrix had lead them in and as they ran for their very lives, the stone blocks began to fall away as the huge Bio-titan, easily a towering over the large ruins, slowly was awakened and began to move on large, stilt-like claws. They barely left the keep as they watched in horror as the creature gave another roar and began to move forward while its orfices spewed bio-plasma and bio-acid down upon all below.

"All forces! Retreat!!!" Shouted Lt. Apollo from somewhere and she watched as every pony still alive began to flee the area.

But the bio-titan took notice of them and it sent a stream of death and all that flee and she watched in horror as vehicles exploded, ponies melted, and the ground beneath began pooled with bloody pools.

"We have to get out of here!" Applejack said but Twilight didn't know how they would be able to survive such a terrible thing.

What came next, most assumed was of sheer luck.

A bright light of lancing laser struck the bio-titan and ever pony stopped and turned to see a shape striding from the forest. The Warlord Imperial Titan strode along as its Volcano cannon charged up again while she watched it's 150mm cannon begin to fire a stream of death into the enemy bio-titan and as the fire brought geysers of blood out of the Hierophant titan, it almost made Twilight want to cry out in joy.

The Hierophant titan roared and fired a stream of death at the Warlord but the Warlord's void shields held the assault at bay long enough for another blast from the Volcano cannon to blast itself into the hideous face of the Hierophant and an explosion of blood and brains erupted as the Bio-titan slowly pitched to the side and fell with and earthshaking quake that caused every pony on the ground to fall over and caused vehicles to flip over.

A shadow descended over Twilight and she looked up to see an Ultrapony standing over her, wearing a white crest across its helmet. It had a bolted in hoof and it had also on its battle-saddle a power sword and it looked down at her as it regarded her and said, "Tonight, you have fought well, Princess Twilight Sparkles. You shall no longer be a simple Guardpony.

"You are now an Ultrpony."

Chapter 7: Ultrapony Mane 6

She didn't know what had happened to her when the battle was done. Maybe she had fallen asleep, maybe she had been knocked out, who know's. All she knew was that she was on a cold slab of metal and that she was restrained by metal cuffs on her hoofs and on her legs. She also felt the cuffs around her stomach and as she tried to free herself, she finally opened her eyes to see where she was.

The place was full of vials and equipment and the lumi-globes above her shown down brightly onto her face and it wasn't long before her eyes became adjusted to the brightness. She didn't see anyone nearby but she almost felt a presence near her and she looked around her as she tried to find out who was nearby.

"We meet again, Princess Twilight Sparkles."

The voice was practically right next to her and she jumped instinctively as she whipped her head around to look over at the impassive, scarred face of the stallion Apothecary pony, still clad in his pristine, white armor but this time, unlike the other times, he had his helmet off and his eyes were a deep blue that seem to slice through her soul like a well aimed scalpel.

"I don't understand what's going on... I thought I was suppose to be with my squad of friends..." Twilight said to the Apothecary pony as he approached a nearby device.

"By the divine orders of Primarch Celestia, you are to become a Ultrapony, with your friends becoming them as well. At least some of them that is." The stallion said as he went from the machine to a nearby cooler and he opened it as a wave of cryogenic fog spilled out from it.

"What will happen to me?" She asked.

The Apothecary looked up at her as he brought a needle injector and as he leaned over and injected the sleeping serum into her body, He whispered to her, "You will become the finest Ultrapony ever to be seen."

And the sleepiness she felt soon overtook her senses and drove her back into the void of her mind.

****** ******

When she woke up, her body felt stronger and just a little bit taller. She looked around herself and she felt like she was sensitive to everything around her. It was like her main sense had been heightened to the highest sensitivity and as she turned her head around to listen to her surroundings, she could hear the dripping of something and the patter of it hitting the metal floor below her. She could hear the hiss of pipes above her and she could smell the antiseptic in the air around her. She could feel the dull throb of stiches from her body and as she inhaled a lung of air, she realized something with a gut wrenching moment.

She had not only four lungs, but she also had two hearts beating in her chest.

She looked around as her eyes picked out small details she hadn't seen around her, like the worn out plating of the machine nearby that showed vital signs, she saw the slightly frosted edges of the cryogenic cooler from whatever had been inside it and as she looked around and listened, and smelled, the door nearby groaned open and she heard the thunk! of booted-hooves on the metal flooring. She looked over and saw the Apothecary, who had a little bit of blood stained on him and as he approached her, he took out a data-slate and tapped a few things on it and she felt the cuffs on her body slide back to release her. She slowly sat up and she felt herself move with much faster reflexes than before and as she looked around, she looked back at the Apothecary as she asked him, "Wha-... Why do I feel so weird...?"

"Your body has been out for a week to recover from the process of having the gene-seed implanted into your body. You will find your body much better than your previous one." The Apothecary slowly helped her off the table and as she wobbled on legs much stronger than before, her sense of balance slowly came back to her.

The Apothecary looked at his data-slate before he said to her, "Follow me." And she followed him away from the table as he lead her from the place. They walked through what appeared to be the halls of Canterlot itself and as they slowly walked along, she asked the stallion, "Are we in Canterlot?"

The Apothecary continued walking along as he said to her, "Yes, we are in Canterlot. You were brought back here with some of your friends in order for you all to become Ultraponies. In here."

He stopped at a door and as he slowly opened it, Twilight could hear the crackling of a fire and feel the heat from it. The Apothecary waved her in and as she entered, she found herself looking at a vast forge that had been set up. Nearby, a Techpony of the Ultraponies was at work on a piece of armor for an Ultraponies armor and as the Apothecary and Twilight approached the Techpony, she saw the servo-arms mounted on the pony holding the armor plate of ceramite while the pony used another tool to slowly repair the damage that had been wrought upon it.

"Techpony Malchus, the last of Mane 6 has come to be armored and armed by your fine armory." Said the Apothecary to the working pony.

Techpony Malchus looked up and saw the elegant Princess Twilight as he set aside the flank armor as he put it up next to the nearly restored armor of an Ultrapony. He looked back at the Princess as he looked her over before he said, "Come, follow me to choose your armor. The Pony never chooses the armor, instead the armor chooses the pony."

She nodded as she wished she knew what Malchus meant and he lead her into the forge as she followed him. They walked past the still, lifeless pieces of armor as Twilight tried to feel anything around her. Finally, the Stallion Malchus stopped as he turned back to her and said to her, "From here, you must find your armor. You will know alone when your armor has found you."

She nodded simply as she slowly began to walk amongst the still statues of armor. She looked amongst the many armor suits that all looked the same but she felt a strange presence from each of the armored suits. Some of them wanted nothing from her, others looked at her in indifference. But as she passed one who seemed to loathe her presence, she suddenly felt something calling to her and she looked around her to see where the armor was. It was a sincere presence in her mind that coaxed her around what looked like Terminator armor and she felt her horn tug her towards a nearby corner. She looked over as she saw sitting in a nearby corner a suit of Ultrapony armor that had wires and what looked like a crystalline hood on the back of the helmet. She approached it slowly and as the armor called out to her, she said out loud, "This... is the one..."

Techpony Malcus stepped forward as he looked at the armor and said, "Pysker Pony Pure Heart was one of the few Pysker's who have fallen in battle here in Equestria. Their minds are an enigma of Warp sorcery and power... I am surprised that it call's to you, for you don't seem like a Pysker."

"What exactly is a Pysker, Techpony Malchus?" Twilight asked.

"They can use the Warp's power to smite foes and send Daemons screaming back to their vile home with their minds... The armor has served our company well and I can feel that you will do it great justice in the war..." Malchus said truthfully to her.

Then, he said something to someone nearby and she watched as six small servitor ponies, mechanically-altered pony servants in red robes with servo-limbs, came forward and Malchus said to Twilight, "Stand ready to be donned in your new armor." as the servitor ponies slowly took off the armor pieces and began to put them on Twilight with great reverence and care. She stood still as she felt what seemed like coils click into what felt like sockets covering her body and as they connected, she felt herself get stronger with each piece of armor that clicked and as the armor began to slowly form on her, she felt her horn begin to grow warm with sudden power.

As the last of the armor was put on her body, the battle-saddle was placed on her back and flank as a bolter was placed on it . Finally, the Ultrapony helmet was lowered over her head and as it was locked into the armor, the hood of crystalline material was brought over it. Then, the red servitors brought paint of violent color and other colors as they began to reverently paint over her armor's ultra-blue color but she soon looked away as one began to work on her helmet.

Her horn, which poked out from the front of the helmet, began to radiate power and she could feel an almost malicious energy flow through her but her mind forced it under her will as she nodded her head and she watched as her helmets lenses activate with the battle-saddle's power pack and she watched as a display and reticule appear in her vision.

She looked back at Techpony Malchus and he nodded as he said, "Please, go rejoin your squad outside and prepare for battle against the accursed Orcish ponies that plague Fillydephia and the other cities in the east."

"For the Ultraponies!" She said almost automatically and Malchus chuckled as he said, "For the Ultraponies..."

And with that, she left the forge as she went to join her squad of friends.

******** *****

When she exited the forge, she quickly went to a room and looked at herself from a mirror to see what exactly the servitor ponies had done to her armor. And as she approached the mirror, she saw her armor no longer was the pristine, ultramarine blue of the other Ultraponies but now a violet and purple of that of her body and hair. She looked at herself and almost didn't believe it was her but she soon disregarded the thought as she quickly trotted from the room without another glance to her body as she began to go down the hall's to go and join up with her friends. As she walked along the halls, she passed other Ultraponies who were marching in perfect unison and as she passed them without much thought, her helmet tracked their names in her vision: Brother Snyper, Brother Adamantus, Brother Echnidas, and Brother Pelenta.

She continued on past them without much of a thought as she ran outside and as she came to a trotting stop, she let her eyes get use to seeing the sun through lenses.

"Twilight!"

She heard the familiar voice of Rainbow Dash from her left and as her head dropped back down to look at Rainbow Dash, she found her friends in colored-altered versions of the Ultraponies and as she slowly trotted over, she let herself get a good look at everyone's armor and their looks.

Applejack had a flamer on her battle-saddle like usual and her armor was the color of her coat. She had her cutie mark of three red apples planted on her chest and her flanks as she had a red helmet with green eyes, unlike Twilight's which had red eyes. Rarity had pure white armor with a bolter on her battle-saddle and her cutie mark was placed on her chest and flanks as well. Her helmet was a dark purple and she had a golden, winged omega on the front of her helm, the wings flaring to the sides of her helmet. Fluttershy wore her yellow armor with what looked like a pink Apothecary gauntlet called a Narthecium that could heal but as she looked at what was attached to the gauntlet, she could tell it could also be used as a weapon. Fluttershy's cutie mark was displayed on her flank and though Twilight noticed she had not battle-saddle, she did have some medical packs attached to her saddle.
Rainbow dash had a jump-jet attached to her battle-saddle and she had next to a bolt pistol a chainsword and as Twilight looked at the thing's chain-teeth, she gulped and wondered what that thing could do to ponies bodies. Her armor was a sky blue with her cuties mark placed on her flank and her helmet had a cone for her muzzle and she had wing where her eyes were. She flapped her armored wings proudly as Twilight noticed that Fluttershy also had her wings armored but had not jump-jet.
Finally Pinky Pie's armor was pink and more pink, to be blunt. Her main color was normal pink but certain parts of her armor and her helmet were a dark pink. Her cutie mark was also on her flank and on her battle-saddle was a lascannon that she had painted the words, "Las-party cannon" along the barrel and stock.

But as she looked at her friends, she noticed that Steeltrix, Big Mac, and the CMC weren't anywhere to be found amongst the group and she looked at her friends as she asked them, "Where are Steeltrix and the others?"

"Steeltrix? Why would you care about that warmongering pony?" Asked Rainbow Dash as she talked over their squads private communication line.

"Because Steeltrix save our lives more than once. He saved me from those Chaos Ponies!" Applejack said. Was she now defending him even after she said she wouldn't trust him?

"Why on earth would that pony want to save any other pony?" asked Rainbow Dash, obviously wondering how her friends had got tuck with him. "I mean, last I heard, he was always a loner and wouldn't help anyone unless it was for personal reasons."

Before the squad could say anything else, a shadow fell over them and they turned and bowed as the Ultrapony Captain approached them and as he looked them up and down, part of him wanted to rebuke them of the armor colors, the other said to congratulated them on their transformation. So he congratulated them instead of rebuke them.

"Mane 6, you have made an impressive transformation to say the least. I must congratulate you on becoming an Ultrapony." The captain said as he nodded his head to them.

"Forgive me with my rudeness but I don't think we have formally met." Twilight noted to the Ultrapony captain.

"Forgive me, Princess. I am Ultrapony Captain Haikune. I am the commander of the Ultrapony company here." The pony said with a slight bow, knowing it was impolite at times to not bow to a princess.

He soon got up as he said, "Please follow me to the Thunderhawks. The assault of Manehattan is taking place soon and all available forces will be sent to secure it from the orc ponies that have ransacked the city."

And with that, her squad followed the Ultrapony Captain to the landing pads full of Thunderhawks,.

Author's Note

If by chance you have any questions or possible comments, please say your mind. Also, if you all could, please send appropriate names for me to use.

Chapter 8: Assault of Manehatten

The Thunderhawk's engine roared dully through Twilight's helmet as herself, Ultrapony Squad Mane 6, Captain Haikune and his squad, and Tactical Squad Leevey all sat quietly in the Thunderhawk. Somewhere outside the hull of the venerable Thunderhawk, several other Ultrapony Thunderhawks and Imperial Guard Valkyries were making their way to Manehatten in the first attempt of reclaiming the cities along the east coastline of Equestria.

Twilight mind, however, was only partially focused on the task at hand because it was more worried about Big Mac, the Cutie Mark Crusaders, and Steeltrix. She wondered why they hadn't been taken in to become Ultraponies like herself and the others and part of her wanted to ask Captain Haikune why they hadn't been added with her squad but she found herself realizing that to do so would be inappropriate for even herself and she kept her thought's quiet as Ultrapony Captain Haikune said, "Twenty minutes till assault."

Everyone suddenly began check their weapons as Twilight could only check her Bolter. She checked her Bolter's counter and made sure it was full of blessed bolter shells before she looked back at her friends and said, "Give me affirmations that you all check out good."

Lights flickered in the corner of her eyes as everyone checked out good and she went back to her thoughts as the Thunderhawk began to shift it's trajectory. At first, she thought it was coming in for a landing but the it suddenly shook and she heard explosions outside as the orkish ponies attempted to bring them down. She tried to brace herself the best she could but each one of the nearby AA blasts jolted her in her seat and she wondered how the other ponies were faring when she heard a high pitch whine and watched from her spot as a Imperial Guard Valkyrie came burning past the Thunderhawk as it spewed fire, smoke, and ponies out into the sky.

She chewed her bottom lip as the Thunderhawk began a descent and as everyone tensed up, Captain Haikune shouted, "In the name of Primarch Celestia!! For Equestria!!!!!!!"

Everyone roared with that shout, although Twilight believed Fluttershy had done her "Yay" instead but she didn't mind as the Thunderhawk continued it's hot descent to the ground, heedless of the orkish fire trying to rip it from the sky.

********** ***********

When the Thunderhawk suddenly touched the ground, the ramp quickly lowered as Captain Haikune and his Command squad lead the way while Squad Leevey followed him. Twilight lead Squad Mane 6 out with bolter in hoof and as they ran out into the destroyed streets of Maenhatten. Twilight got her good first look at what the Orkish ponies had done to the city.

Now, granted, she had read up on them from what few text the Ultraponies had of them but she hadn't expected them to be truly this destructive. Buildings all around her were in ruins from the Orkish ponies desire for endless destruction as she followed the lead of Captain Haikune. She passed stinking refuse, the bodies of killed ponies, and the remains of some other creature that must have been with the orkish ponies. She also saw the dead remains of Ork ponies, all beaten up and robbed of their terrible clothes and surprisingly their teeth, although she had read up that they used teeth as currency which was quite barbaric and repulsive even for her. They ran past smoldering pits of fire that had been constructed and when they came to an intersection, Captain Haikune stopped them as Twilight watched a squad of Imeperial Guardponies come up with a Chimera behind them.

"We must head off towards the east. More of our Brother Ultraponies have engaged the Greenskins ahead of us and require our assistance." Said Captain Haikune as he ran down the intersection opposite the Guardponies had come from and as Squad Leevey and Squad Mane 6 accompanied hiss squad, the Guardponies also followed them.

As they ran along, the sounds of war soon reached Twilight's ears as they approached another intersection but just as they reached it, an explosion torn apart the Guardponies and hurled shrapnel into the other's as Captain Haikune, Squad Leevey, and Squad Mane 6 hit the asphalt and watched as Ork Ponyz came charging out of a nearby building, hoof's holding crude pistols and choppa's, mixture of toothed axes, chainsblades, and sword as the swarm of greenskins came after the Imperial forces.

Twilight popped up and fired her bolter as she the reticule in her vision on each Orkish pony as each blessed-bolt round she fired slew another of the ghastly ponies. Each of the Ork Ponyz were green furred and hair that was either nonexistent or was in a barbaric pony tail. They had crude armor covering them and their jaws had a covering of metal that was shaped into a jagged lower jaw and some of them had industrial staples, stiches, and oversized bandages on their body, as if they been in so many fights their limbs were literally falling off. As a Orkish bullet snapped by her face, she turned to see a Ponyz with a Big Shoota on a crude battle-saddle and the pony gave a guttural laugh as it fired a stream of shots at the Ultraponies. Twilight thought up a spell and threw it before the Ultraponies using the warp and as her horn became hot and her body became warm, she strained to hold off the barrage of the Bug Shoota as more of the Ork Ponyz came and fired at them.

The Guardpony Chimera suddenly came forward and it's cannon began to spew death at the Orkish Ponyz but a Ork Pony appeared with a checkered rocket launcher with a rocket with a shark face and that seemed too big for the launcher but as Twilight dropped the shield from exhaustion, she watched as the missile blew from the launcher and tore into the Chimera's side hull as fireworks of cooking ammunition fired out of the rent and the Chimera went up in flames and as Twilight ducked down behind the concrete barricade everyone was behind, she popped up to fire a shot when the Big Shoota fired another stream of bullets at them and she heard the Pony laugh a guttural laugh and she tried to hug the ground as a bullet chipped her ceramite armor but she managed not to be hit by any more as the barrage was soon replaced by the smaller shoota's and slugga's and as those bullet snapped around them, Twilight became slightly agitated and frustrated as she tried to summon up another shielding but the bullet's around her were too much and she kept her head down as she watched Haikune and his squad tried to fight back until one of his Ultraponies was shot in his helmet, the blood spraying the cracked pavement behind him as he pitched back and Haikune cursed as he fired more shots.

Twilight looked at her squad and watched as Rainbow Dash popped up and fired three bolt's from her bolt pistol before she ducked down as a storm of lead raged over her. Rarity was trying to fire back with her Bolter as Applejack was sorta stuck behind the pavement with her blessed flamethrower, still unable to do anything under such a fullisade of weapon fire but as Twilight looked around her, she felt a fury building inside her and as she suddenly stood up despite the gun fire all around her, her blessed horn grew hot as suddenly a bright bolt of lightning blasted straight as the Ork Ponyz and she watched in incredible detail as she stripped flesh and charred bone to three Ork Ponyz and then blasted the head off the one with the Big Shoota. As soon as the lightning stopped, Rainbow Dash whooped as she soared into the air before crashing down intot he pavement as the pavement buckled and sent the Ork Ponyz tumbling and scattering as Rainbow's chainsword carved a chunk out of an Ork Pony. Her bolt pistol fired twice and another Ork pony pitched back with it's body being blasted and that's when Twilight gave a shout and her squad ran forward as Haikune roared and his squad and Leevey's tactical squad charged the remaining Ork Ponyz and as the Ork Ponyz tried to mount a shambled, shattered defense, the Ultraponies swept through them and killed them with combat knives, power swords, and the butts of bolters and bolt pistols.

As Twilight looked up from the carnage, she watched as Fluttershy open up the Ultrapony from his armor as she used her Narthecium to cut apart his body till she got to his gene-seed and then she put it in a vial as she stored it into her bag. Then she got up as she took out her bolt pistol and looked around as Captain Haikune said, "Come, we must continue our aid to our brothers nearby!"

Twilight nodded as she followed the Captain along with Squad Leevey as they followed him back into the glorious conflict.

******** **********

When they reached their Ultrapony bretheren, Twilight now got to saw what they were up against when it came to the Ork Ponyz numbers and vehicles. Tactical Squads, Devastator Squads, Assault Squads, and an occasional four-legged Dreanought, all fought off Ork Ponyz, Pony Nobz, Killer Kans, and what looked like GrechFillies, smaller Orkish Ponies that she read who do all of the work for the bigger ones. She watched as a huge horde of them charged the Ultrapony and Imperial Guarpony lines and she watched as they were cut down in huge swathes as more Ork Ponyz came to bring up another assault down upon the Imperial forces.

Captain Haikune roared as he charged forward into the battle lines as Squad Leevey followed after him but Twilight stayed back as she felt waves of the Warp crashing into her and she fell to her knee's as Captain Haikune stopped and noticed this. Looking around his channels, he found one pony who could help her and said, "Librarian White Eyes, please come to my position. Librarian Twilight is being assaulted by the Ork Ponyz own Shaman's."

But as another explosion happened along the Imperial lines, Captain Haikune was forced to leave Librarian Twilight on her own and as Twilight tried to stand, something evil and not naturally pony kept throwing waves of the warp against her to keep beating her down, her head feeling like it was going to explode. But then a reassuring paw was placed on her shoulder and she felt the aches go away as she stood up to look upon the figure of the Librarian White Eyes.

His Psychic Hood blazed white like his unicorn horn as he looked down her with his Ultrapony armor. His armor had old, wrinkled books on his armor and he had strips of purification placed on his armor with seal of red wax. He held a power sword that rippled with his Psychic powers and as he looked at her, his deep voice asked from his vox-grille, "Are you alright, Librarian Twilight."

"I am better now.... But I thought I was no more than some Psysker?" She asked as she felt a wave of grit wash over her armor and looked to see a few dead Guarponies nearby, torn up from an orkish artillery shell.

"When you take upon yourself the armor you wear, you become a Librarian.... although, we did find out about your previous job as a Librarian in Ponyville." Librarian White Eye's said as he suddenly threw up a Psychic shield as she shielded the entire squad from an Orkish rocket that exploded into greasy smoke against it.

He's really good. Thought Twilight as she watched the shield drop and as the Librarian looked at the Mane 6, he knew they were a.. needed to repulse the greenskins and so he said, "Come! Follow me! Our battle-brothers need us in the fight!"

No pony disagreed as they followed the Librarian from the place as more explosions erupted along the Imperial lines and in the sky.

******** *******

As soon as the Mane 6 officially got into the fight, they were faced with many others against the tide of greenskins: Grechfillies, Ork Ponyz, Nobz, Loota's and Burna's, and as she felt the warp around them, she felt a Shaman amongst their ranks and she was about to recoil when she felt a blast of psychic energy next to her and watched as the lightning bolt from White Eye's horn blew a hole through the horde and through the brief empty space she saw the Orc Shaman but couldn't get enough of his features to exactly see who he was but then the tide of greenskin's returned en masse and she took up her bolter and as she aimed it at the horde of bodies, she heard a screech of flames spewing from Applejack's flamer and watched as it cover several Ponyz and Grechfillies in oily, promethium as the flaming liquid began to burn skin off them and cook their flesh as fat hit the pavement. All of these details struck her like a tidal wave as she snapped back and fired a shot at a Nob trying to charge their lines and her shot connected to it's chest as it blew out half of it's ribs and pulped every organ in it's body and as the Nob fell with a meaty thump to the pavement, her aim twitched as her next to bolts dropped some Loota's from where they were giving war cries.

Another bolt of War sorcery from White Eye's blasted a path through the greenskin horde and as she looked through, she summoned from her horn her own lightning bolt and fired it as soon as she saw the Shaman. She heard the pony screech as he lightning bolt connected but she frowned as the Shaman stopped screeching and them suddenly blast at her a green bolt of Orkish sorcery and she threw up the hastiest warp shield she could as the bolt blasted across the shield and forced her to her knee's. White Eyes saw this and threw a few warp bolts back at the Shaman as he watched Apothecary Fluttershy help up Twilight from the ground and as he fired his simple bolt pistol, his sword remained tightly gripped in his hoof.

Rarity fired her bolter in a short burst as Pinky Pie fired off her Lascannon and the blast punched through two more Nobz as Rarity's and Rainbow Dash's bolts punched through the Ponyz around and all Fluttershy could do was hide behind them all with her Narthecium in her hoofs still. Applejack ducked down as another stream of orkish fire zipped by her armor as she popped back up long enough to turn a half dozen more Ponyz and Nobz into living torches.

But just as Twilight felt some more power of the Warp slowly go through her to renew her, she also felt just a touch insane suddenly and she thought she saw something in the corner of her eyes. But she shook her head as she focused on the task ahead and shot another Pony dead in it's tracks, the shot punching through its chest and spine. She ducked down as green lightning whipped by her helmet and she watched from her peripherals as White Eye's fired another blast of lightning at the Shaman and as she prepared to fire her own lightning, she suddenly saw something in the corner of her left eye that nearly, very nearly froze her in shock and horror.

Steeltrix was fighting on the frontlines against some Ponyz with only his lasrifle that had a bayonet on it's barrel. He had a gash along one leg and he was fighting his hardest against what looked like three Ponyz that were swinging away with choppa's. And as she looked round him, she saw Imperial Guardponies and Orkish Ponyz scattered and stacked on top of each other indiscriminately.

She almost didn't see the bolt of Shaman sorcery nearly hit her and as she snapped back to the present and faced the Shaman pony, who was now much easier to completely see. He wore what looked like a hood and cloak of dirty rags and was covered in by hides of creatures. He wore many teeth of both ork and other origin and he held in his hoof a cantankerous staff that crackled and sparkled with raw, uncontrollable Warp energy. The shaman cackled again and then sent a lightning bolt at her of green as she threw up a warp shield and blocked it before she heard someone shout something to her left and she whipped her head around to see Steeltrix having been pushed to the ground onto his back and she watched as an Pony raised it's choppa.

White Eyes suddenly shouted, "Finish him off, Twilight!" and Twilight had two choices: save Steeltrix or kill the Shaman.

But do I really need to save him? Would he do the same for me though? She quickly thought before she made up her mind and summoned from her horn the most powerful lightning spell she could conjure and then fired it at the Shaman in one powerful blast. The Shaman screamed as his body was turned into a light source and she watched with grim satisfaction as the Shaman Pony was soon no more than burnt, crisp meat for the carrion birds to feast on. But as she looked over to where Steeltrix had been and saw he was gone, either now another corpse or had been taken away.

But the battle for Manehatten wasn't over yet and as White Eyes charged forth after the retreating greenskins with two Tactical squads behind him, he shouted back to her, "Come! We must pursue and crush the enemy before they can regroup!" and Twilight nodded as she lead her small squad after them.

******** ********

Twilight and her squad of friends soon found themselves in the grisly warfare of house-to-house fighting, where they were always within melee distance of ork Ponyz and where their only savior became Applejacks flamethrower. One such case was when Twilight advanced her squad into an apartment when suddenly a Big Shoota pinned them down behind some overturned furniture and as they all kept their heads down, Twilight could hear the Ork Pony harshly laughing as it sprayed the room with bullets.

But Applejack soon grew tired of this and she popped up amidst the bullet storm and as a few bullets reflected off her armor, she aimed her flamer as she let it screech it's cry and send liters of burning promethium at the Orkish position. The Ork Pony screeched and roared as it danced crazily around and as the squad moved up, Rarity put it down with a bullet to it's neck. And as they passed it's corpse to get into the next room, they found themselves swamped by a group of grechfillies and as they all swung every melee weapon they had, the grechfillies screamed and tried to hide from them. Twilight crushed one with a boot to it's head and as she shot another one, she watched as they all soon ran out of the apartment through some of the nearby broken windows.

As Twilight tried to collect herself together after that sudden surprise, Rarity looked around them as she suddenly said, "Anyone... hear something?"

They all stopped and listened to hear something coming from the next room: the clinking of a shell on broken rubble.

Rarity took something off her belt and then tossed it into the room and they heard the frag grenade bounce into the room and they heard a surprised grechfilly shout some gibberish before an explosion ripped the room apart and they all ducked as the munitions for the Zzap gun went off in a huge display of fireworks that brought that portion of the apartment crashing down. As Twilight and them all looked at the wreckage, she nodded to her friends and they jumped out the nearby windows as they prepared to go to the next house.

Of course, that was the original thought until they landed amongst a squad of Imperial Guardponies. Twilight looked around and saw Derpy Hooves, Dr. Whooves, Big Mac, the Cutie Mark Crusaders, and-

"Steeltrix?" Twilight said in surprise as she looked at the black pony in his dented and scarred armor. He had one foreleg bandaged up but from the looks of it, he thought it to be a mere scratch they way he still held up his lasrifle.

Steeltrix looked up into the purple face of the Ultrapony as he recognized the voice but couldn't even believe she had actually become an Ultrapony, and not because he didn't think she could make it. He just thought she wasn't exactly a candidate because she was a mare, not a stallion. But as he looked up at her, he could no longer doubt the fact and as he went back to facing the nearby street, Twilight looked over as she saw movement in the building and asked Steeltrix, "What's your objective?"

"Objective? Like you, clear out the city with bonus objective of not dying... of course, that was before our Sargeant bought the farm, so to speak, and now we're stuck here trying to survive." Steeltrix muttered as Big mac popped up from behind the building and launched a rocket at the Building Twilight was looking at and it streaked through a window as an explosion of blood splurted out with random limbs and body parts that hit the pavements with meaty thumps! and as Big Mac ducked back, Steeltrix peeked around the corner as he said, "Time for us to finally move up!" and the squad of Imperial Guardponies quickly trotted around the corner as Twilight nodded to her friends to follow them.

That's when something whizzed by Twilight's face and smashed Pinky Pie off her hooves and as she landed down, everyone else turned to see Ork Pony with a rocket launcher and as Twilight turned back, she saw the rocket hadn't exploded thankfully but was still embedded into the chest of Pinky''s armor, who sat up just enough to aim her lascannon and shout, "Take this, you meanie!" and the lascannon fired a blinding beam of laser that blasted the ork position, which was embedded in the ruined section of an apartment.

The Pony didn't expect retaliation so terrible and it stood dumb-founded as the blast vaporized it's torso and sent everything else flying away as Fluttershy went over to Pinky Pie and pulled out the rocket before tossing it to the side as she helped Pinky up onto her hoofs.

"Are you okay, Pinky?" asked Applejack with some concern.

"Awwh! They ruined my armor.... those meanies!" Pinky said as she looked down at her armor.

Steeltrix trotted along to lead his squad and as Twilight looked back at him, she soon followed him too as the old gang, regardless of who they were with, seemed to come back together for this one possibly last time.

Just as they reached the edge of the street, they heard the screeches of flamers, melta's, multi-melta's, and bolters as they all turned their heads to see the Mares of Battle attacking a mob of Orkish Ponyz that were held up within another apartment and as they group watched the Mares of Battle slaughter the Orkish Ponyz until none of the Ponyz and grechfillies were alive or looked to be alive. The Mares of Battle sudden looked over at the group of Ultraponies and Guardponies and Twilight suddenly recognized one of the figures amongst the Mares of Battle.

"It's you, from the throne room!" Twilight said as the Mare came forward with a sudden smile to spread across her face.

"I am Cannoness Echlestia, commander of the Mares of Battle that help defend this world.... You must be Ultrapony Twilight Sparkles, the Primarch Celestia's prime student." The mare said as she bowed. For someone who had seemed cold before, she suddenly seemed very warm to Twilight.

And that seemed a little to suspicious to Twilight.

"But I must ask about those three." Echlestia said as she pointed to the three Cutie Mark Crusaders in their Imperial Guardponiy uniforms still holding their lascarbines. "Such young fillies must not be conscripted into the Guards, surely?"

Well that explains it then. Thought Twilight as she said, "If I knew why they were here myself, I would tell you but because I never found out, I cannot say why they joined."

Echlestia looked down upon the three youngsters with a critical eye when a Mare of Battle leaned in to Echlestia and muttered, "We need more Mares to replace our dead... Maybe they can be of service to us?"

"I agree Silver Lily..." Echesltia she said back to the mare, who seemed to be made of pure silver to Twilights eyes, " But who is there squad leader?"

"I am..." Steeltrix said as he stepped forward with his lasrifle in his wounded hoof as he managed to stay standing. "Our original leader bit the dust back at the original Imperial lines but he made me leader before he died."

"Would you be upset if these fillies were taken from your squad?" asked Echlestia.

Steeltrix looked down on the fillies as he thought hard about this before he said, "No... they no longer are needing to be in the weakest outfit of this war... But for everyone's sake, don' let them die."

Echesltia looked the guardpony up and down, noting he was severely injured and yet somehow was still managing to stay standing, let alone fight the Ork Ponyz. Such bravery and such resilience were what the Guardponies needed more of during these terrible days.

Finally, she nodded to him as she said, "I will try my hardest."

Steeltrix looked at her suddenly and his eyes spoke volumes but she nodded again as the group left while Silver Lily took Applebloom. Sweetie Belle, and Scootaloo with her as the trio dropped their weapons to follow the Mares of Battle.

Twilight looked at Steeltrix and watched as Fluttershy slowly trot over to him and as she extended a needle from her Narthecium gauntlet, she injected a painkiller into Steeltrix before ripping off the terrible looking bandages from Steeltrix's foreleg and then began to administer to him Ultrapony-grade bandages that would most likely keep him alive linger than the standard Imperial Guardpony medical bandages. Steeltrix watched the Mares of battle soon disappear with the CMC and he felt a small hole open up inside of him as he felt their leave hard.

But then he tied those feelings and tossed them into the very back of his mind as he said to the rest of their squad, "Well... I guess it's just us for now on..."

That's when they heard the shrillest voice scream out, "DON'T KILL ME!!!"

Chapter 9: BlueBlood still acts like a sissy

Steeltrix, Derpy Hooves, the Doctor, Macintosh, Twilight, and the Mane 6 quickly ran down the streets as the shrill screams continued to go on and on and as they quickly turned a corner, they all came to a bit of a startling sight.

Not because it was particularly gruesome but because of who it involved.

Flash Sentry was fighting his best against a sudden horde of Grechfillies while Prince BlueBlood in all of his Imperial Guardpony gear, was running around as what seemed like half of the Grechfillies running after him. Trixie was also firing away with her lasrifle nearby as she shouted, "Feel the wrath of Trixies lasrifle!" as her shots hit one grechfilly but then several more shot sluggas at her and she ducked down behind her squads destroyed APC as the slugga's shots ricocheted off the APC's armor.

Steeltrix nearly swore as he fired his lasgun with Derpy, Dr. Whooves, and Twilight and her squad joined in as the grechfillies suddenly were slaughtered where they were and as BlueBlood sighed in relief, he came face-to-face with a very mad Steeltrix.

"WHAT THE HECKC WERE YOU DOING! Running around like your tail was on fire instead of helping your friends is a detriment of the Imperial Guardponies and if it wasn't the fact you were related to Celestia herself that I would end you here and now!" Steeltrix fumed before he walked towards Flash Sentry and asked, "What exactly happened?"

"We got jumped by Zzap guns and the Chimera bought it. You came in the nick of time to help us, Steeltrix." Flash said as he looked around.

Twilight approached Flash Sentry and said, "Hello Flash." as the orange pony looked over at her.

"Twilight?" He asked in disbelief.

"Yep, it's me... I'm an Ultrapony now." She said and as Flash looked her up and down, he smiled as he said, "Your brother would be proud."

Steeltrix looked inside the APC as he found that everyone else of Flash's squad was now dead and as his muzzle crinkled at the smell of burnt flesh, he turned away as he asked Flash, "Well... since my squad has been decimated, may I ask to join our two squad together?"

Flash thought for only a moment. "Yes. We could use Big Mac's rocket launcher anyway."

As Twilight looked around, hearing the sounds of gunfire and lasfire all over the place and as she looked over to where the Grechfillies Zzap guns were, she let her eyes wander past them as she tried to see beyond that.

"I say that from where we stand, we can go and attack what appears to be a Ork Ponyz fortified position. I believe it would be wise if our squads move in to destroy it together." She said as she hefted her bolter and began to move down the alleyway.

Flash lead his newly formed squad and as the two squads moved down through the alleyway, they heard the shots from slugga's. shoota's, and Bug shoota's of Ponyz and as they stopped at the very edge of the alleyway, Twilight looked at the crudely fortified post with a critical eye. It was merely a barricade of scrap, jagged metal that went form one side of the street to the other and all along it were Ponyz, Nobz, and Grechfillies and as Steeltrix poked his head out to see what was around, he saw several dead Guarponies in the area between the barricade and what looked like some destroyed Chimera's.

"We should maybe go get help from some other squads... that looks like an awful lot of these Orkish Ponyz...." BlueBlood said as he took a step back and as Steeltrix rounded on him, Steeltrix grinned as he said, "Watch us."

Steeltrix tossed a hoof full of frag grenades and as the frag grenades erupted into greasy smoke and as it hurled body limbs, chunks of meat, and a lot of blood, Steeltrix charged in with a bayonet regardless of his still injured foreleg and Flash and the other's of the squad followed the brave pony in as Twilight shouted and charged in as well and the Ork Ponyz, Nobz, and Grechfillies looked at the sudden attack as they were thrown into complete disarray and across the way fellow Gaurdponies charged as they saw this opportunity as a way to break the Ork Ponyz position in a fell swoop.

Almost instantly the Ork Ponyz, Nobz, and Grechfillies fled the scene and las shots and bolts from Twilight's squad struck them down as the Orkish ponies ran for their lives but they never made it as they were scythed down in seconds and as the gardponies advanced past Flash's squad and Twlight's, she watched as a Commissar pony followed the Guardponies, shouting somewhat encouraging obscenities.

"Twilight!" the sound of Captain Haikunes voice made Twilight jump and as she answered, "Yes sir?" it would seem things had gone from bad to worse all of a sudden.

"We need your squad to advance due East and flank the Ork Ponyz that have us pinned down! And we need it now!" Haikune said over the sounds of shouting, bolter fire, and explosions.

Twilight answered, "Yes, Brother-Captain." automatically and as she ceased the communication line, she headed in the direction the captain had told them to go, knowing her squad would follow her.

But she didn't expect Flash and his new squad to follow them and as they ran past destroyed and ruined buildings, she could hear the grunting and small groans from Steeltrix as he ran with his injured leg. They came to another street and before she could stop herself, Steeltrix jumped in front of her and fired a stream of lasbolts down the far end and she poked out as she fired a stream of bolts at the Ork Ponyz attempting to create another barricade. When Shoota's and Slugga's began to fire at them, Steeltrix ducked back in time to allow Flash to appear and as the two squads helped trade fire against the Ponyz, Twilight reloaded her bolter as the spent magazine hit the ground with a metallic *clack* and as she slammed another one into her bolter, she popped out again to fire another burst at the Ponyz. Her aim for the most part was flawless as the shots blasted a chunk from the flesh of a Nobz in a gout of blood the splattered it's friends behind it.

Suddenly Big mac lumbered up and sent a rocket towards the Ponyz and she watched as the Ponyz scattered all around but the missile smashed into the greenskins as it sent a huge explosion of blood into the air along with bodies and limbs.

"Good job, Macintosh!" Said Applejack from behind her brother.

"Eh Yup!" Big Mac said only as Twilight lead the two squads onto track and they continued to run towards their original objective.

******* ********

Captain Haikune was pinned with a Tactical and a Devastator squad behind an orkish barricade and as Shoota's, Big Shoota's, Slugga's, rocket launcha's, and other weapons were fired all around them, Twilight wondered what she could do to draw the greenskins away from the area. As they stood there for only a moment, she spied a nearby building to where they were and she saw that some of the windows might have a perfect line-of-sight for a flanking shot at the greenskins. The only problem would be a short stretch of open ground between them and the apartment.

But without further hesitation, she lead both squads from where they were across the short stretch and as they ran, she felt a few shots snap pass them but it was impossible to look and tell if the Ork Ponyz had seen them or if those were just stray shots. They came to the ruined entrance and as Steeltrix rushed in with Flash and as the rest of the two squads began to file into the building and as Twilight ran over to some windows, she saw they were in an almost perfect condition to fire into the flanks of the greenskins. And just as she set up to fire at a few Nobz, suddenly a launcha swung towards their direction and as a rocket lanced at the apartment, it blew a hole in the wall and sent debris pattering off Twilights armor as she fired her bolter while everyone else found an opening and fired their weapons into the unprotected flanks of the Orkish Ponyz. Blood splattered the pavement and Captain Haikune saw this as an opportunity and he roared as he jumped up and fired a stream of bolters at the Poyz and Nobz as the other squads by his side fired with him. Blood splattered the streets as the Ponyz were slowly being cut down but as a few shots from a Shoota hit the wall next to Twilight, she could see from here that Captain Haikune was losing warriors as well, their bright blood painting the pavement where they fell. But as she aimed her bolter, she watched as another launcha-armed Pony popped up and she fired a shot as the bolter shell arced away and punched into the chest of the Pony, hurling it back against a wall as it's blood splattered the ground and the wall it hit.

That's when she heard a grunt and turned to see Steeltrix stumble back as she saw his helmet crumpled to one side and he fell backwards as Flash shouted, "Steeltrix is down! Give me covering fire!"

Everyone fired their weapons as best as they could as Flash ran over and grabbed Steeltrix by his flak jacket and he slowly dragged him away from the hole in the wall as Fluttershy ran over and began to help him along. As soon as Steeltrix was out of the line of fire, Flash ran back and took Steeltrix's place as Fluttershy began to administer first-aid to the pony. She saw from some of the readout in her helmet that he was concussed but as she looked at his leg, she saw it had already become infected and she administered an anti-biotic as she ripped off the bandages and replaced them with some clean, new ones. She felt a bullet nap over her helmet and she ducked down as she tried to cover Steeltrix with her body and as she looked around, she watched as all of her friends were fighting.

She wished she could be strong enough to fight back but as she watched her friends try their best to fight back, she knew she didn't have the courage nor the heart to fight back against anypony. And so she was forever stuck helping those who could fight for her, even if that meant taping their limbs back to their body and sending them out to die all over again.

Flash ducked back as orkish bullets hammered the flimsy wall he was behind and as he popped back out, he fired a few more shots at the Ponyz and Nobz spread around and he watched as some of his shots connected and watched as only two Ponyz were downed by his shots and as he looked down at his las charge, he had barely any left so he reloaded as he made sure the setting was still at "full" as he fired more shots at the Ponyz and Nobz. Behind him, he could hear the rest of the squad blasting away at the Pony and Nobz and as he watched them, he hoped that Steeltrix was going to be okay.

He was honestly the only pony that could save them all in this war.

Suddenly, a mob of Pony came roaring and shooting at the two squads positions and as everyone fired everything they had, Applejack came forward and spewed a gout of promethium into the horde of Ponyz and as the fuel coated the Ponyz, the combined mass of bolter shells and lasbolts struck down the Ponyz before they reached the house.

And then there was the Orkish Killa Kan as it came stomping through the area as its large claw snapped the air and its other arm had a large arm with a Big Shoota mounted and as the creation slowly walked onto the field, Captain Haikune looked to see the only Ultrapony with a rocket launcher dead on the ground and he cursed as the Nobz and Ponyz began to pin him down along with the other Ultraponies with him. The Killa Kan fired a stream of Bug Shoota bullets at the apartment Twilight was in and the two squads quickly ran for cover as the huge Killa Kan towered over the opening as a few Ponyz came charging in with slugga's, cleava's, and shoota's as the squads engaged the mob in grisly melee combat.

Fluttershy covered the immobile body of Steeltrix with her own as Applejack and Rainbow Dash fought off a few greenskins trying to attack her and as Twilight crushed the skull of a Pony beneath he stock of her bolter, she fired a few bolts into another as she then fired a blast of warp lightning at the Killa Kan. The lightning stitched itself across the metal of the Killa Kan but it didn't do much to the shock of Twilight and she bolted for cover as the Big Shoota began to try and nail her with a flurry of high-caliber bullets.

Big Mac fired his rocket launcher at the Killa Kan and the rocket blasted off the Big Shoota arm straight off and as the metal arm hit the road with a huge klang!, the Killa Kan looked at the pony as Big Mac tried to quickly reload the launcher. But as he managed to put another rocket into the weapon, the huge claw of the Killa Kan came snapping at him and he rolled away as the claw snapped an Ork pony in half, splurting the wall with red blood as the Killa Kan tried again.

Applejack used her flamer to club down a Pony and as she kicked another one down before smashing its head in and as she watched Rainbow Dash thrust her chainsword into the midriff of another, she wondered when Steeltrix was going to get up again when she saw the metal arm tried to snatch her big brother and she was about to shout a warning when something outside exploded and she watched the metal claw hit the floor as she looked through a cracked window to see Captain Haikune with the smoking rocket launcher as he put it down and continued to fight the enemy Nobz and Ponyz still outside.

With the Killa Kan downed by the Ultraponies and Guardponies, the Ponyz and Nobz slowly receded from the fighting as they soon left the area completely, leaving the dead and wounded behind.

As Twilight and her friends slowly leaned out of the apartment they sheltered in, The remains of Captains Haikunes squad came forth as Fluttershy had Steeltrix on her back and as the two squads met up, Haikune was listening to something on his radio and Twilight noticed that his entire posture went from normal alertness to sudden surprise and he said into the radio, "What do you mean they took her? I thought the portal was within our territory!"

Twilight looked at the stallion as she asked, "Captain, is something wrong?"

"Yes! The Chaos ponies just took someone from right under our noses in Ponyville..." Captain Haikune said as he then asked his radio, "Where did those ponies head?"

"Captain, they headed for the Badlands." came the reply.

"What's the status about our position to the north?" asked Captain Haikune.

"The Dark Eldarponies and Eldarponies still are fighting there and what forces we have there have been unable to break the siege." came the reply.

"And Appleloosa?"

"I'm afraid its become a Necropolis... We haven't been able to send anypony there to stop the Necroponies."

Captain Haikune cursed as he said, "How many forces can we spare from this assault to assault the Necropolis or the Chaos base in the badlands?"

"I have only twelve Ultrapony squads available and only maybe 50 Guardpony squads available." Came the reply as Captain Haikune contemplated this.

"And any armor?"

"Captain, we have a few Rhino's and one or two Predator tanks left. We have with the Guardponies a few Sentinels, some Chimera's, and a few Leman Russ tanks." said the voice.

Captain Haikune was thinking of the next best action when Twilight asked him, "What are your orders sir?"

He looked back at Twilight as he finally made up his mind.

"All available units, we move to destroy the necropolis at Appleloosa." He said sternly into the communication channel.

Chapter 4: Fluttershy's escape and the Everfree Forest campaign

One day earlier...

She watched as the ponies in tannish armor walk around her with a purpose. She didn't know where she was and she was scared of what they were going to do to her. She watched as one approached her and she scooted as far as she could against the wall as she tried to stay as far away as she could from the pony, who was anything but a normal pony.

At least as normal as they can get.

"Do not be afraid, my friend. I am not here to harm you. I have come here to bring peace to this land." Said the one in cream colored robes as he held a hoof out to her.

"I just want my friends!" She screamed as she covered herself.

Before the Tau pony could touch her, something blew up nearby and she squinted her eyes shut as there were screams and roars of rage and she heard loud explosions and felt something wet splatter her body. She heard footsteps nearby as she stayed curled up in a fetal ball and she felt hoof's drag her and she screamed as she kicked out at her assailants but she was slowly dragged into a cage and locked in it and she cried as the Chaos Cultist ponies followed the Chaos Khorne ponies, the more perverted forms of the heroic Ultraponies.

*** ***

She felt the air thicken with heat and humidity as she slowly uncurled from her fetal position and looked around. She saw a dark room, with a blood-red candle in a nearby corner. She looked around and squeaked slightly as she saw all of the cages around her, most of them occupied by bloodied, beaten ponies. As she watched the imprisoned, two ponies in big, scary spiked red armor with ugly crests of horns came from the darkness around her as they took one cage and lifted it high as they peered menacingly into the cage, their eyes a sickly green. They snarled to each other as Fluttershy watched in horror as they soon took the captive away from the dark place she was in. And as they soon left from her visible sight, she looked around and then looked over at the pony nearest to her.

"Hey! What's going on?" She asked as she looked around, hoping the pony was still awake.

But when she looked back, she saw the huge chunk of the pony was missing and that the pony was dead. Horrified, she shook her head and sobbed as the cage continued to spin around on its chains.

"Is there any pony still alive?" She asked into the pure darkness around her, not knowing whether she should even ask the question.

She heard thunderous hoof steps and watched in horror and wide-eyed terror as she saw a pony in massive armor, this one purple in color, as the pony put his face up against the bar's and shouted, "Shut up you filly!"

She squeaked as she hid herself and she noticed that the mouth of the ponies helmet was in the image of a snarling, howling mouth filled with sharp teeth. The pony shook the cage up before another in blue armor came forward and yanked the pony away as this pony shouted, "Hey! She's not to be touched! She is a sacrifice for the Dark Gods!"

The one in purple looked at the pony with what seemed to be a cold, hard stare before he trotted away and the pony in blue armor came forward, his helmet having a curved blade where his unicorn horn was suppose to be and his ears were covered in striped metal.

"What am I doing here?" She asked as she shook uncontrollably in the cage.

"You are to be a sacrifice for the Dark Gods. You shall become the catalyst that allows the Warp to come into this world." The pony said in a grainy, robotic voice.

"S-sacrifice?" She stuttered and as the dark pony seemed to gaze upon her squirming body, she shook her head as she said, "No... No, I don't want to die! I don't want to die!!!"

"I'm afraid it's too late now, my young mare...." The pony walked away from the place as she screamed out, "NO!!!" from her cell before she slowly stopped and began to bawl and sob in the cage.

But as she watched with tear filled eyes as the pony walked always, there was a sudden explosion that rocked her cell and tore open a hole in a nearby wall as shrapnel pierced into the blue Tzeentch pony and as he staggered from the sudden explosion, several ponies in green flak armor with tan uniforms came running in as their weapons spat ruby-red beams all over the place, striking walls, chains, Cultist ponies, and the larger Chaos ponies.

She watched in sheer fright as one of the beams hit the lock to her cell and as the cell lock melted under intense heat, she went over to the door and pushed it wide open and when she realized freedom was at hand, she rushed out of the cage as she landed with a almost sickening splat!. She quickly got up as she ran towards the nearest home just as the Chaos ponies and the Cultist ponies began to fight back against the assaulting ponies.

She jumped out of a nearby hole as she landed in what was mud and as she looked around her at the ensuing battle, she didn't know where she was but she knew she would have to find her way back home or maybe even to Canterlot to find help. So, with the assaulting ponies still batting the Chaos pony forces, she fled the area as she ran towards the distant image of Canterlot, still perched atop it's mountain top. She ran into a trench as she sought shelter when a nearby barrage of red beams lanced around her and as she pushed herself up from the floorboards, she could only see the bodies of dead ponies scattered around. She cried as she got up and galloped away and as she bolted through the trenches, she could barely see what was going on through tear streaked eyes.

That's when she ran into some pony and as she looked up in sudden fear, she saw a familiar face in a tan uniform and green armor, carrying a weapon in his hooves.

"Flash!" She squeaked in surprise and he looked at her in surprise as he asked her, "What are you doing here?"

"I don't know but those ponies want me as a sacrifice! I wanna go back to Twilight and the others!" She bawled at his feet, something that made Flash look at her in shock and surprise as he looked around before he picked her up and as she cried on his back, he galloped away from the trenches and away from the fighting.

And then, for the first time since the war had reached her, Fluttershy fell into a sleep that was undisturbed.

**** ****'

Twilight moaned as she rubbed her face with a hoof and her body ached and stung in places. She slowly opened her eyes and found herself back into the hospital at Canterlot. She groaned as she sat up from the cot and as she looked around, she didn't see Rarity, Pinkie Pie, or the Crusaders as she looked around to see Steeltrix in a nearby cot, and he soon groaned as he looked over at her and asked, "Is this heaven?"

"Nope... I can still feel pain." She muttered to him and he sighed as he slowly got up and looked around the room himself. He looked to the next cot to him and she heard his jump and gasp as she leaned over to see Fluttshery in a cot, bandages all over her and having bruises in some places.

"What happened to her?" She whispered when she heard walking hoofsteps and looked up to see Flash Sentry slowly trot over and sit down at the foot of her cot.

"Are you alright?" He asked her as his hoof reached for hers.

She let her hoof be held as she sighed and said, "I wish I knew for sure... Why is Fluttershy here?" She looked over at her sleeping friend.

"Well, I found her in a trench near the Chaos ponies base and I managed to get her back here with her. They had to bring you in after we won the battle... Sweet Apple Acre's is under our control again." He said as he looked down.

She thought something was wrong the way he looked down and asked him, "What happened? What's wrong?"

"Well, we just got word that the Crystal Empire to the north, which some of our forces managed to get to, has become under siege by none other than the Eldar ponies. Those of us not being used to stop the Tyranponies in the Everfree Forest are being shipped off to help the Crystal Empire... I'm one of them as is my entire squad... I just don't want to leave the place you are because I'm afraid of what may happen to you."

She was touched by his sweetness of wanting to care for her and she said to him in a soothing voice, "I know I may not look like it but I'll be fine. I have the others looking after me plus I have Steeltrix, who seems to be more willing to die for equestrian than everyone else combined."

"Hey I heard that!" Steeltrix snapped from nearby and both Flash and Twilight giggled as she continued, "It's going to be alright for me and my group. You just worry about yourself."

Flash nodded as they watched the Apothecary come back and as Flash got off Twilight's medical bed, he said to her, "See you around?"

"See you around." She answered as he soon trotted away and out of the medical room while Steeltrix said, "Oh bother, does this mean we have to go into the Everfree forest now?"

She shrugged her shoulders as best as she could as she looked around before saying to him, "I just wonder if we'll win this war at all."

**** ****

Twilight groaned as she shrugged the uniform on and she soon shrugged the flak armor of the Guardponies onto her body before she strapped on her battle saddle and as she watched her friends put on their armor, she contemplated about their new orders that had just arrived.

Manehatten, Fillydelphia, and Baltimare were both being ransacked by he Orkish ponies while Apple Loosa was being converted into a Necropolis by the nearly-undying Necrontyr ponies. The Tau ponies were currently residing in Van Hoover while the Eldar and Dark Eldar ponies fought around the Crystal Empire and Crystal mountains. And almost lastly the Tyranid ponies were creating havoc in the Everfree forest and Cloudsdale and as she thought about the Badlands, she could only assume that the Chaos ponies were over there.

As for where her group of soldier were heading? Well, it wasn't toward the Crystal Empire since half of their entire force was headed that way along with a small company of Ultraponies. They were headed with everyone else into the dark Everfree forest to tangle with the Tyranid ponies and from what the picture she saw told her, they were all ugly was could be for ponies. They were covered in fused bone plating, almost like how insects are, and had a mixture of claws, bone-blades as Steeltrix called them, and bio-weapons that could shoot superhot plasma and the worst acid that can melt through armor, flesh, and all.

She watched as Big Macintosh, their groups heavy trooper, as he shrugged on his battle saddle that was equipped with a rocket launcher and she looked over at Applejack, who was armed with a lasrifle like most of them. The only one that wasn't armed the same way was their medic, Fluttershy, who had a las pistol instead of a lasrifle. The Cutie mark Crusaders had been given las carbines, since the lasrifle's were just a little too big for them and though she wondered why they were still in the service, she could only assume that they had done something just to get their cute marks or attempt to get their cutie marks.

She watched as Steeltrix sit on a cot as he fidgeted he twirled what looked to be a sickle and as he tossed it into the air, it gracefully twirled in graceful arcs as it came down and he caught it mid-fall as he sheathed it next to his bayonet. She also noticed he had what looked like two grenades on his battle saddle and she wondered where he had found those but decided that she wouldn't rebuke him for it.

Knowing what he had done, it wouldn't surprise her if he would use those to bail them out of a particularly bad fight.

Suddenly, a techpony trotted in, mechadandrites waving like grass in the wind and servo-arms whining as the pony carried something in his servo-arms and she saw it was a standard Guardpony flamethrower.

"Which of you would take the task of carrying this weapon?" The techponies voice was mechanical, a sign he was truly becoming a machine more than a pony.

"Ah... um... Alright, ah' geuss ah' will take the flamethrower." Applejack said in a drawl as she put away her lasrifle and the techpony put the tanks on her battle saddle as she was given the gun, connected to the fuel tanks by a fuel line.

"The procedure is complete. You may go back to duty, Guardpony." The tech pony trotted away as he left the barrack room.

"Alright, lets get goin' I guess." Applejack shrugged as Twilight nodded as she said, "Alright, lets move out and get to the Everfree forest. The Tyranid ponies need to have no ground bases so they can stop creating more swarms of Tyranid ponies."

Everyone filed out as they left the bunker-like barracks and as they approached a nearby Chimera APC, Twilight waved them in before she entered herself. And as the APC began to rumble away from the barracks in Ponyville, it slowly rumbled along the dirt road as it headed for the foreboding woods of the Everfree Forest.