The Galactic Empire of Equestria. For over forty-thousand years it has stood as a symbol of prosperity, justice and hope all thanks to the efforts of the Empress Celestia and the elements of harmony who have guided and protected it against many foes but as time passed an era of peace settled upon the land. To ensure the safety of the empire the Empress had developed the Space Marines; A group of scientifically developed soldiers gifted with amazing powers and weapons and were among the bravest men and women of the empire.

The space marines stood as the empires strength and had fought many battles across the galaxy against numerous foes but their greatest challenge was soon to come.

Appleoosa Colonly Sector Seven

Out in a distant orchard, a farmer was hard at work harvesting apples under the blazing hot sun with not a cloud in the sky and only the shade of the trees to shield him from the scorching heat while a breeze blew in from the south. The farmer in question was Applejacks cousin Braeburn who was among the colonists of the new Appleoosa colony located in the farthest sector of the solar system. Like his cousin Braeburn was a simple farmer who made his living off of farming and trading with other colonies of the sector while keeping in touch with his family. The farmers had just brought in a fresh harvest when they noticed a squadron of space marines marching through the town as the colonists made way.

Braeburn had heard rumors of the empires super soldiers but didn't have any reason to believe the rumors until now. Each marine was heavily armored from head to toe and carried a massive bolter or blade that could reduce a normal pony to a bloody pulp, Braeburn then noticed the crest on their armor showing they were from the Celestial lions of the empresses elite guard all the way from his home planet of Terra. The marines were discussing something with sherif Silver Star who seemed distressed about something as he urged them to step inside but Braeburn knew it was none of his business and went to the tavern for a quick drink before finishing up his daily routine.

"Braeburn! Have a seat and I'll get you a drink." The barkeep shouted in a friendly manner while polishing a wine glass and as Braeburn looked around he could see the tavern was as busy as ever with most of the townsfolk dropping in to cool off and play cards with their friends while others came to watch the local news. Braeburn sat down to enjoy a cold glass of cider when an urgent news report came on.

"Alright alright! Everypony quiet down." The barkeep shouted as he turned up the volume. All could see the burning ruins of what looked like a trading station followed by the butchered remains of thousands of colonists as the reporter on the screen gave details about the gruesome event that took place hours before.

"we have just arrived in the area that was once the Manehattan trading post where a brutal massacre occurred just an hour ago!!" He shouted over the sound of gunfire and explosions that could be heard in the background.

"Local guardsmen have just mobilized and are trying to contain the threat and-OH MY GOSH!!"

All were startled as a strange quadruped with scythe like arms began charging the news crew before being shot down by two guardsmen.

"Sir. What in the name of the empress is happening he-!!" He was cut off when one of the guards pulled the camera towards him to make a quick announcement.

"Attention all Manehattan colonists.If you are seeing this report, get out now. We are calling an immiediate evacuation! I repeat! We-!!"

The news feed was cut off when several more of those creatures swarmed out of nowhere and began to feed on the crew as they screamed in horror while the guardsmen ran deeper into the city.

There was much discussion about what they had all just seen while Braeburn stared at his drink with a spaced out look before downing it in one go.

"That's the tenth one this past month..." The barkeep said while pouring Braeburn another round.

"Huh?" The farm pony asked when he was gestured to come closer so as not to arouse suspicion.

"There have been rumors that the the colonies on the outer rim were all wiped out but the empire's trying to keep it quiet but you didn't here it from me."

"Gotcha." Braeburn was prepared to pay for his drink when the barkeep smiled saying it was on the house. For the rest of the day, the farmer proceeded to cherry-o-ranch to visit his friend Cherry Jubilee who was talking with the same space marines that were in town that afternoon and from what he could tell they had been arguing over something for quite some time.

"What do you mean there's nothing you can do?!?" Cherry shouted at the marines with tears in her eyes when she noticed Braeburn running up the street to see what was going on. Under normal circumstances, Cherry was happy whenever her friend came to visit but for some reason she seemed upset and desperate.

"Jubilee what happened?"

"Little strong heart went with the boys to deliver a shipment of cherries to her kinfolk and they haven't come back! And these oversized tin cans won't do a damn thing about it!"

"I'm sorry miss bit we have no knowledge of the area so unless you have a guide who can show us the way then-!"

"I'll take you there!" Braeburn stepped up with a friendly smile.

"I've been to Little Strong Hearts village dozens of times, I know the route like the back of my hand."

"Is that so? Alright then. Men! Prepare to move out!"

"SIR!"

While Cherry was relieved that Braeburn was helping she didn't like the idea of him being alone with a bunch of soldiers that could crush his skull with one hand and gave him a shotgun she kept hidden under her office desk in case of break-ins.

"Alright. If we keep walking at night we should reach the village by-YEOW!!!"

VROOOM!!!

Braeburn was nearly deafened by the sound of several engines roaring in unison. Several jet bikes were revved up and prepared to move out, just the sight of the machines alone was enough to make Braeburns jaw drop before he was offered a seat.

"Which way?"

"Just head straight to that mountain. There's a pass there that'll lead us straight to the villAAGE!" The farmer was sent reeling back when the bikes took of at lightning fast speed while leaving a small dust trail behind and within half the days travel they had reached the villages location.

"Whew! That was one heck of a ride!" Braeburn began dusting his hat off after they had stopped. He lead the rest of the way on foot while telling the marines how friendly little strong heart and her tribe were when one of them spotted a large smoke stack on the horizon.

"Is that it up ahead?"

"Yup! That's the place! Just wait til you try their food. They got this porridge that'll knock your-!! Socks....off...." Braeburns cheerful nature was instantly shot down when they came upon the village or rather what was left of it. The bodies of buffalo warriors lay scattered on the bloodstained soil along with women and children who had tried to escape, the marines quickly fanned out with their weapons ready while they began to scout the area. Braeburn just stood in complete shock as he began to walk through the carnage of the ruined village, his blood ran cold when he saw the bodies of several children who looked like they were playing before the attack then he realized something horrible. Little Strong Heart was nowhere to be seen so with no regard for his own safety he quickly sprinted for the Chiefs tent.

"BRAEBURN STOP!! BRAEBURN!!" A marine chased right after him while keeping an eye out for signs of movement. He had come to a stop at a large tent where many buffalo warriors and among them several of the creatures from the news report.

"Little Strong Heart?!?" Braeburn shouted her name over and over as he looked around before getting choked by one of the marines who threatened to put a bullet in his head if he didn't quiet down, a feint cry was heard when the group saw movement among the corpses and an arm shot up in the air signaling them.

"There!" They worked quickly to move the bodies to find Little Strong Heart bruised and bleeding from a cut in her side and from what they could see she had been there for some time and was completely parched.

"Water! Get me some water!!!" Braeburn called out as he cradled her in his arms and was given a small cantina. Strong heart chugged down the whole thing before giving off a few gasps of air and began to cry while her friend continued to hold her.

"Easy now darlin. Easy...." Braeburn had never seen her so frightened before, her body was cold and trembling and her hands gripped him so tight it felt like his bones were at the point of breaking.

"Can you tell us what happened?"

Little strong heart was still weak from the ordeal but was able to recall every last detail.

"It was noon. We had just got back from Jubilees farm...."

The tribe was gathering for a small feast to celebrate the years harvest with their new neighbors. Chief Thunderhooves was sitting in front of the large bonfire enjoying a "Peace Pipe" with Jubilees workers while the rest of the tribe partied on and for a while things were going smoothly until one of the children let out a scream saying that there was a monster just outside village, a few of the tribes warriors went to investigate thinking it was probably nothing more than a harmless critter but upon arrival they spotted a strange creature feasting on a fresh kill and quickly readied their weapons. The beast spotted the Warriors and charged right at them after letting out a chilling shriek the men shouted and hollered battle cries swinging their weapons wildly as they swung at the beast and before they knew it dozens more came crawling out of the ground and began hacking them to pieces.

The terrified screams could be heard all the way to the village, the chief rallied his warriors and ordered the rest of the village to evacuate to Appleoosa but Little Strong Heart refused to leave and grabbed her tomahawk before joining the others but nothing could prepare them for what came next.

"Merciful ancestors...." Chief Thunderhooves voice was filled with terror. A massive swarm came rampaging towards the village with the creatures shrieking and snarling as they charged forward, the chief and his warriors fought bravely but were ultimately overwhelmed by the shear numbers before them. Little Strong Heart was badly wounded in the fighting and was beginning to black out from the loss of blood with only the frightened screams of her tribe as they were eaten alive.

A clean up crew was called in to gather up the bodies while the group returned with their report to Sheriff Silverstar, the news of the buffalo village was heartbreaking to the locals. A burial mound was erected in honor of Little Strong Hearts tribe as she offered up prayers to her ancestors while the rest of the town bowed their heads in respect but all could see the rage in the young girls eyes and knew she wanted revenge for her people.

By the next morning the town was in an uproar and were demanding to know who was responsible and all eyes were on the Celestial Lions who refused to disclose any details about the attack for fear of panic among the masses. The captain in charge declared martial law and ordered that no civilian was to leave the borders of the town followed by a strict curfew telling all civilians to be indoors by sundown while his men set up a defensive wall surrounding the area and the once peaceful colony of Appleoosa was now turned into a fortress town. A patrol of space marines were marching down the street when a group of children playing ball accidentally struck one of them, the massive soldier looked towards the children who were trembling in fright as they clinged to one another.

"I-I'm sorry sir!" A young filly squealed as the marine slowly walked towards her with some of the adults watching, expecting him to give the child some kind of punishment when to their surprise.

"No harm done little one just be more careful." The marine spoke in a gentle voice as he patted her head before handing back her ball.

"Why don't you kids go play where it's not so crowded?"

"Okay! Bye mister!"

The children ran off laughing as the colonists continued to look on in shock. These soldiers who had been engineered to be bloodthirsty, ruthless killing machines actually had a soft spot beneath all that cold hard battle armor. The rest of the day seemed to go on like normal until one of the outposts near the town spotted a massive dust cloud forming in the east.

"A sandstorm? This time of year?" He asked aloud when he enhanced the vision on his helmet to find a large swarm stampeding towards the town.

"Golden throne..."

The warning alarms suddenly began wailing across the town as the space marines scrambled to the wall followed by a squad of tanks that began rolling down the street with great haste. Braeburn and Little Strong Heart were with Miss Jubilee when the commotion started then they heard the sheriff making an urgent announcement on the loudspeaker.

"Attention. All civilians are to head to the space port for an emergency evacuation! I repeat! All civilians are to head to the space port for an emergency evacuation!! This is not a drill!!"

The trio wasted no time in gathering up what they could from the house and headed straight for town to find most of the buildings already burning followed by more corpses of the creatures and their fellow Appleoosans including Sheriff Silverstar.

"Sweet Celestia...." Jubilee stared in horror as Braeburn held Little Strong Heart, it was like her village all over again.

"GET DOWN!" The group was startled when a space marine began unloading his gun on another creature, the beast squirmed in agony as it tried to wriggle closer to the frightened ponies until the marine walked up looking as he placed his boot on top of its head.

"Damn Tyranid..." With one press he crushed the beasts skull like a grape splattering its contents on the ground.

"Thanks, you saved our lives." Braeburn offered his handshake to the soldier who continued to glare even through his helmet.

"It's not over. These little ones here are just the grunts, we need to get you to the space port." Just then an urgent message came on his communicator with the sound of gunfire and roaring.

"All squads fall back!!We have confirmed sighting on a Carnifex!! I repeat!! Carnifex sighted!!" The feed quickly faded to static when a loud roar was heard followed by the deathly screams of the marine on the other end.

"What in the hay seed is a Carnifex?" Jubilee asked when the ground began to shake. A large bipedal creature with four large scythes for arms came crashing trough the buildings while scanning the area for more prey, the group quickly ducked behind the rubble of another house as the Carnifex began sniffing the air before feeding on the corpses of the townsfolk.

"That filthy!!" Braeburn was pushed to the boiling point but knew he couldn't do a thing against a beast that size and continued to watch helplessly as it continued to feed when it's head suddenly jerked up and he began to sniff the air catching on to a scent.

"You think he smells us?!?" Jubilee whispered in fear while the marine peeked over.

"No...it's not us he smells."

The sound of roaring turbines began to roar through the sky when the Carnifex was bombarded with a barrage of missiles, a squad of pegasai guardsmen began to gang up on the beast from all sides with a certain fiery haired mare leading the ambush.

"This is captain Spitfire! All units concentrate your fire on the front, don't let that bastard escape!!" Spitfire continued the barrage as they began to corner the beast when one of her troops was struck out of the air.

"MAN DOWN!"

"I got him." A guardsmen with a rainbow tail came swooping in to get her comrade to safety, just as two rocket launchers were fired. The Carnifex was bleeding from top to bottom with holes all over its body as it reeled from side to side before crashing down with a loud thud. With the chaos subsiding the guardsmen gathered around the civilians and escorted them to the space station while passing the numerous corpses of the marines and Tyranids that now littered the streets of Appleoosa, as they neared the last shuttle one of the guardsmen removed her helmet to revealed as none other than Rainbow Dash of The Wonderbolts Elite Guard.

"Ma'am. We sweeped the area as you ordered." Rainbow saluted her commanding officer while standing at attention.

"Any more survivors?"

"No ma'am...they're the only ones." Rainbow Dash sulked her head in disappointment before being addressed by her captain.

"Chin up soldier, we did our best. Pilot! Set course for Terra, we're abandoning this sector!"

As the shuttle took off, Braeburn and the others got one last look at the burning ruins of their town and in it the swarm of creatures they now knew as Tyranids rampaging through the streets and feasting on the bodies of their dead friends. Only one question nagged at the back of their minds: Where did these creatures come from?

Once in orbit, the shuttles carrying the survivors made an immediate jump into hyperspace straight for Terra. The once peaceful colony of Appleoosa had fallen.

Author's Note

My first 40k fic. Comments are welcomed but nothing too harsh, progression of this story depends on you.

Credit to Thunderbolt Sentinel for proofreading.

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