Fall of Equestria: New Eden

by JawsOnYou67

Rating: mature
Tags: Fetish, Science Fiction, Princess Celestia, Crossover, Sex, Death, Anthro, Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Flurry Heart, Alternate Universe, Other, Romance, Princess Luna
Length: 15884

A wounded Hive Ship of New Eden is flung into a different Reality and crashes onto a planet where it goes into a state of hibernation, but not before being seen by a young filly by the named of Rainbow Dash.

The year is Five Hundred and Seventy Three A.C. Or After Conquest, in which the Caribou united the entire planet under their heel and have begun to spread among the stars after two hundred years of reorganization. All that remain of the original players are the Princess, Discord, and Dainn himself who now has begun to work on claiming the entire Galaxy under his rule. Yet on Equis, an ancient has been asleep for these last five hundred and ninety years, known to none but one, a now long dead mare. Yet as the tides of fate swing in the path of Galactic domination by the Caribou, eyes, long since closed, begin to creak open.

It is difficult to say what plans this entity has for the conquered galaxy at large, yet one thing is certain, the image of a small, blue furred, filly fills its mind with questions. Its slumber having been disturbed by the digging of a crazed stallion, they prepare to march and claim ownership of a galaxy torn asunder by years of conquest.
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My Little Pony is owned by Hasbro.
Warhammer 40 K is owned by Games Workshop
First Edition Equestrian Codex
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Warning Tags: Rape, Blanking, Gore, Transformation, Genocide, Extermination, Racial Slurs, and Fall of Equestria.

Erotic Warning Tags: Tentacles, Willing Tentacles, Forced Tentacles,
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The Tyranid Hive will be changed over the next chapter to reflect a rather creative entity that I’ve spent the last few years on with a friend. As a result. The story is changed to New Eden.

A very different Hive will emerge from Equis. Forever Changed by what it discovered. For there is a Song that echos amongst the stars, unheard to all but it.

Published 2017-06-08 02:50:06 UTC
Last updated 2018-02-09 21:27:45 UTC

Prologue: Arrival

Prologue: Arrival of a Visitor

The scream of reality, as a force threatened to tear apart, and sunder the boundaries that make up the creation that was reality. There appeared a singular chink in space and time, from which small curls of a purple/pinkish gas flowed from the depths of the confusing event. Then as the crack spread and grew in strength, so did the amount of gas that flowed from the depths of the rupture in space time till it could contain the break no more. With a silent BOOM the walls that had weaken between realities were torn asunder and from it spilled a cloud of this purplish gas, though as energy streaked off and lightning of a dark ebony lanced off the swirling vortex, the planet down below was experiencing a different sort of situation as Unicorns, Elk, Caribou, Alicorns, and even Seals gripped their heads as if to keep themselves from passing out due to the pain. Princesses Celestia leaned against her still growing niece and student, Cadence and Twilight Sparkle as even on the moon, Nightmare screamed from the horrific sight and sounds that bled from the tempest of madness now obscuring her vision.

It was from this swirling maelstrom that an object ejected itself into reality and hurled towards the planet far below. Due to the smoke and clouds obscuring most of it, the object was difficult in spotting before it broke through the atmosphere and plummeted deep within the Whitetail Forest. As quickly as this strange circumstance began, it would end as the strange pinkish purple cloud was seemingly pulled back into the rend in reality. The entire incident took no longer then five minutes but for those effected, it felt like an eternity of waiting in perpetual pain. As the pain began subsiding though, the multiple species upon it began to react in relatively different ways. The Equestrians began to scramble their most elite magi and spell casters as to search for the source of the painful interference. The Caribou on the other hand, took it as a sign, and as Dainn used the chance to proclaim that his father was not fit to rule, with the incident being a sign of the Gods, he took the throne by beheading his own father. It was from this mad child king that his seed of madness would be set in stone within his species for decades to come.

White Tail Woods

As trees snapped and stones crumpled under the impressive weight of the object that had crashed into the forest, animals rushed to escape before it had finally come to a complete stop. At first glance it was difficult to make sense of what it was to the native animals, as it was covered in a heavy carapace while three massive blade like claws swept from its backside. What truly struck the animals was the sheer size, towering over even the dragons, but with that size came the groaning as the ground below it began to creak, it began to shiver, and with a titanic rumble, the groundwork gave way below the strange object that had fallen from space. Trees, plants, even some animals that were far from quick enough were swept up in the collapsing ground and as it slid down into the darkness of the earth, none of them noticed a body, small, fluffy, and blue, curtail in after it. The gaping hole was far from left open though as on its passage to the earth, the object had impacted and cored through the center of one of the White Tail Mountains which caused the top to slide down and fill in the hole made by the object that had fallen.

Within the depths of the earth, within the cavern below the White Tail Woods, a large inland ocean lay directly beneath that stunning forest, and it was here that the space origin visitor ended up along with several hundred tons of stone, plant life, and trees falling all around it. The impact of the creature colliding with the water disturbed it to the point the water bashed roughly against the surrounding walls of the cavern and caught several items of note. Yet it was the small and fluffy body, clad in a speedster jumpsuit and a pair of flight goggles that drew ones attention. For this young fillies name was none other then the daredevil flier, Rainbow Dash herself. Whom, having watched the object fall from space from Cloudsdale, attempted to investigate it, only for the landing to buffer her to such a degree she was flung into a tree and knocked unconscious. Now here she lay, but yet she wasn't alone, for a second body had been washed ashore besides her from the object which had begun to drift down a lengthy canal that lead out into the ocean.

It's body easily towered over the one beside it, at fifteen feet, and like the object that now bobbed above the surface of the water, it too was coated in a heavy layer of carapace. It's head possess a thick and sloping horn from its snout and while it lacked lips it revealed jagged and immense teeth that were open to reveal a slime draped tongue. It's back bore six heavy tube like structures while it's chest was pushed out in the center like a rib cage. Four arms, it possessed four arms, the two upper ones ending in somethings akin to Praying Mantises with thick slabs of carapace and a needle like point. It's lower arms actually sported hands like the young filly, but at the wrists, a pair of tubes ran down to severed ends, a pair of objects seem to have been torn off at some time or another. It's legs were a mass of heavy muscle and carapace which led down to a pair of thick hooves with spur like protrusions sliding over them from both sides of the hooves. Laying limp beside it, a sinuous tail which ended in a large set of barbs, preferably used for gripping.

Dash had only begun to awaken when she saw the Beast beside her and a scream ripped from her terrified jaws, causing her to back away and attempt to fly. Though the darkness was near suffocating as she tried to find her bearings. Her eyes growing watery and her fear rising before she began to bawl, crying out for her mother and father. Then she caught the chest of this strange beast starting to rise and fall with slow intakes of breath. It was alive, it was waking up, and it might be hungry. The Beast slowly starting to rise as she peered around a chunk of stone before its head lazily moved towards her, their eyes meeting and causing the young Rainbow Dash to blink in confusion. What at first she had thought was an inhuman monster, held dazzling amounts of intelligence as it gazed over her. It even tilted its head and she let out a giggle, her frightening state forgotten as she fluttered close to the Beast and it seemed to grow tense.

"Hey no need for that! I'm Rainbow, at first I thought you were going to hurt me but you seen just as lost as me!"

The only response she got in return were growls and chuffs as the Beast was seemingly attempting to comprehend what was going on. It eyed the mare, which caused her to flush as she looked down to find herself still clad in the Speedsters uniform, a skin tight, one piece like leotard, and while she had no interest in guys due to her age, she wasn't so clueless as not to understand when to hide her marebits. The tiny thing, only five foot six, her chest barely there, but her rump, her hips, those were still progressing her baby fat as her body retained some of the more toned areas. She was after all nearly thirteen and she was growing into a body that beheld such an age. Her arms snapped up as she glared at the Beast before sticking her tongue out.

"Hey no looking! Want for me not to get married you creepy pervert?!"

That kind of got a reaction from the Beast as it sniffed her, a rumble that shook the area before it snapped its jaws to release a loud collision of bone on bone. It almost seemed irritated which caused the filly to softly giggle out before she shook her head and lowered her arms in contemplation.

"Well what do I have to be worried about. You done have any ways to catch me but that's not the point now is it? What are you and more importantly where am I? Oh Celestia am I dead!?"

Completely forgetting about the presence of the Beast, she began flittering about the area in worry while scratching her head and mumbling to herself, Dash becoming so distracted she flittered right into the chest of the massive Beast which looked down towards the diminutive filly while she backed up. Seeing conflicting confusion fill its gaze as it looked at her and then around. Spying the slowly submerging body of the object that had crashed. It seemed to grow content now that it knew where it was and wasn't lost while Dash only looked on with filly like curiosity. Wanting to approach but holding herself from doing so as she turned back to the massive Beast.

"Can. Um. You stay here till a rescue team comes? Sorry to ask. I just. Don't want to be left alone."

Her fear of being alone, like her fear of failing to join the Wonderbolts, or thunder, or ladybugs apparently, was just one reason she now landed on the rocky shore within the near dark interior. The Beast looked as if it was about to depart, and yet, something stopped it from doing so and with a growl it lowered itself onto all sixes and Dash quickly skittered over to lay against this unknown creature's surprisingly warm carapace and huddled close to it. Even with the fear of being trapped or the fear of the unknown couldn't properly keep the small bundle of nerves from dropping into a fitful sleep. All the while the Beast watched her.

The Hive Lord

This situation, this all felt so wrong, the Hive Lord knew that what it was doing went against what being a Tyranid was, before the severing of the Leviathan and being cast adrift into what the Prey call the Warp, it would have wasted no time in killing and eating this Prey, yet here it was, like a Tyrant Guard. The Hive Mind silent, the Norn Queen most likely unconscious or killed by the Prey's attack that severed the Bio Ship in half. Even now the back half of the ship was being dragged through the water and out towards a body of liquid. Yet the Hive Lord had remained, something, other then the Endless Hunger, pushing for it to remain by the side of this tiny Prey. There it waited, even as it felt the sparks of life within the Leviathan, even as the Norn Queen resurfaced to aid in quelling the hive, even as they both propelled the gargantuan ship to to use the remains of its life to dig as deep as possible to house and keep it out of sight of the possible Prey Imperium or Prey Orks. As the ground shuddered the Hive Lord looked up to watch small chunks of stone fall away, the scent of new Prey filling the chamber as the Hive Lord began to rise to defend its Hi- wait.

"Is anypony down there?! Are you hurt or injured!?"

A voice, male, echoed from above as Light began to fall upon the center of the cavern and spread out. The Hive Lord took one last look, at the small Prey which had managed in its short time, to imprint itself on the Lord as apart of the Hive, before wading into the water and beginning to leave. Cries of fear echoed out as it's dorsal tubes were seen vanishing into the murky water. Then the light fell upon the sleeping figure of the filly, teams rushed down to fetch her as the cavern's ceiling began to groan and shudder as it threatened to fall. The collection Prey managed to gather the surrogate member of the Hive, a concept as foreign to the Hive Lord as mercy was, before the ceiling caved in on itself and finally collapsed. Leaving the existence of the Hive gone and buried. Now as the Hive Lord slowly swam towards the Leviathan the Norn Queen began to siphon through its memories and the concepts that almost felt imposed upon its Hive but yet, it seemed to spread like one of their Neurotoxins through the Hive Synapses. The idea of a surrogate Hive Member was somewhat appealing but at the same time, the hive needed time to recover and recuperate. They were all that was left of Hive Fleet Basilisk, their forces though had reaped a toll on all fronts against the multiple Prey Factions that had been arranged against the Hive, but they still were nearly exterminated.

The Hive: Fifty Kilometers Below the Surface

Slumber and recovery called and as the Hive Lord eased into the chamber, it watched as their Trygons, Hormagaunts, and even the infamous Immortal Carnifex, Old One Eye, added their might to carving out the Hive. From one side of the Leviathan, the sole surviving Hierophant tore its way through the carapace of the dying ship as it was ripped and torn apart, thought even with its immense size, the Titan was but a small spect beside the immense ship. With it came a flood of Ripper Swarms that worked to break down the Leviathan, to begin creating their Hive, using the ship as Bio-Matter. As the Hive Lord was cocooned in protective resin, the Norn Queen promised to awaken its Consort should the hive come under attack, yet with their tiny amount of forces, it would take centuries to properly process the entire Leviathan. It's last moments of wakefulness were of its Hive and Tyrant Guards marching over to rest beside their Lord.

Five Hundred and Ninety Years

Years 0-100

Much had changed in these five hundred years that had passed, with the world spending mere years on the crashed object before the arrival of Nightmare Moon and the starting of Twilight Sparkle. Yet this story, is not one with a happy ending, one where the Mares would die peacefully in their beds, surrounded by friends, family, and loved ones. No, it was merely one year since the birth of Princess Flurryheart that their world began unraveling, starting with the Crystal Empire and the Caribou Empire meeting, and not one day later the Empire going dark. Even as things seemed to be getting better, they came, The Caribou, riding atop freakish, scaleless dragons, but they came in peace. As a show of good will they told lies of a Diamond Dog and Changeling alliance that led to them fighting against with the Crystal Empire.

It took one year before they had managed to infiltrate Equestria and stage a coup, within days claiming every city and claiming it, it was then that the Crystal Empire, Diamond Dogs, several Changeling Hives, and even the Deer revealed they had become corrupted by the Caribou and had spread their influence to other cultures and civilizations. Over the course of the Mane 6's life time they watched all they had achieved waste away to nothing, the first death being none other then Pinkamina Diana Pie, whom had at first fought like the others minus former Princess Twilight Sparkle. When Dainn caught wind of her fighting, he gathered the Mares together and forced them to watch, forced the entire empire to watch, as Pinkie was the center of a Gang Bang. While normally this would not be of such a big deal, Dainn had ordered this, as her form of execution due to her striking his Son Rulonaph during his session with the National Whores. The others were forced to watch as Caribou after Caribou took turns with the black collar, half way through breaking her finally after five years into a Red, then a Pink, but they didn't stop. Her belly grew slowly larger, cum beginning to flood out of her nose and her vagina as one Caribou after another worked and then came inside of her. At the nine hour mark she seemed to realize what was occurring but by that time, she knew her death was at hand.

Her belly had swollen to the point of cum just leaking from ever tunnel, her eyes bulging as cum trickled out of her ears and the sides of her eyes, by this time, cum was beginning to flood into her lungs, slowly filling them as she hacked and tried to cough them out, all the while her frantic motions drove her executioners on till finally, she asphyxiated on Cum and passed from this world. Yet, they didn't stop, as her beloved friends were forced to watch with tear stained eyes, they continued even after she had expired, Dainn preaching that this was the fate of Mares that never learned their place, mere seconds before the deceased body erupted, flesh tearing, organs splattering, cum mixed with blood and fecal matter raining all around. A river of cum flowing down off the table as the Caribou unceremoniously pulled out and used her hands to clean themselves before spitting on the corpse. That evening, the Pie Sisters were found to have committed a suicide pact after the death of their sister. Her mother having a heart attack and dying two days later. Her father on the other hand, nearly assassinated Dainn in retaliation for the death of his daughters, he was sadly unable to achieve that.

The second of those six to pass was the innocent Fluttershy herself, the poor Pink collared mare being bought by a rather sadistic Caribou whom proceeded to feed her without the state knowing to a large collection of Blue Star Spiders, of course he was executed but they were unable to save her from her fate. At first she had welcomed her Master's requests of acting like a breeder for the arachnids, spending days being filled with eggs but as time went on she discovered that he had closed her slit and as he watched the spiders were forced to eat their way out of her. Screaming and vomiting as they crawled out of her mouth before she expired and the Caribou painted her face in his cum. Mere moments later did none other then Rainbow Dash smash through the door to behold her dying friend and the Caribou who asked her to leave so he could prepare a hydra to rip the body apart. Authorities found the Caribou dead with a knife dug into his throat.

Rarity and Applejack both held slightly better deaths as they managed to escape with Twilight and find and found the Resistance to which they would spend the next twenty years fighting relentlessly against their occupiers and oppressors, though their deaths came not at the hands of an enemy, but a traitor in their own midsts. A young Sargent whom had been turned away from Rarity due to her loving the Dragon Spike, was quick to betray the Resistance to the Caribou as it turned out, he was a Species Supremacist, viewing all others as lesser then ponies and that, due to the existence of non-ponies in the Resistance, it was tainted. His name, was none other then Flash Sentry, a former guard of the Crystal Empire, whom had managed to flee with Princess Flurry before the corruption spread. A trap was laid, a call for help, the Caribou assaulting the Dragons, causing Dragonlord Ember to call upon dragons world wide. This was but a rouse as the Resistance rushed to their aid, the Caribou sprung their trap. Chemical weapons, blanketed the badlands as dragon kind choked and their insides were slowly reduced to mush. From the Resistance Airship, Twilight watched on as an entire species was driven to extinction. Only for her world to spin as Flash staged a coup and delivered the Resistance to the Caribou, keeping Twilight as a prize. Down below, as Spike used his adult and larger body to shield Ember, Rarity, and Applejack, through bloody Foam and Puss filled mouths, he managed to profess his love for all three before they reciprocated in kind. All four expiring as Torch himself arrived and burned the Badlands to glass.

All that was left was Rainbow Dash, the poor mare, continued the fight well into her sixties, but by then, the Caribou had fully won, they had claimed the planet for themselves. Flash had been hunter by her, but always managed to stay one step ahead as he was granted a form of immortality due to Dainn granting him the status of histories first male Alicorn. At this time, all that remained of the Resistance was Flurry, Dash, and Torch. Dash was to old to fight, having been crippled in an attempt to kill Dainn himself, she was by this point resined to a wheel chair, but yet she wasn't going to leave this world dying in a bed. As such she had Flurry, a beautiful and seductive mare, much like her mother, spread her location to any who would listen. She knew their time was over, Flurry and Torch did as well. As such, she laid a trap and when Dainn himself came waltzing in, proclaiming himself finally victorious to the aged mare in a wheelchair, she merely smiled and listened, watching him. As he ended she would shake her head.

"Villains sure do love to rant if they think they are gunna win. Guess what...as a filly I remember always being afraid of being alone. Even now, I would say I am afraid of dying, but you know what? I got friends on the other side waiting on me."

A small smile graced her aged features before Dainn noticed that she had a bomb strapped to her wheel chair and even as he attempts to move, it detonated with enough force to vaporize almost everything that made up Rainbow Dash, and took Dainn's left arm. The only injure he had actually sustained, came at the cost of the last true Resistance. Torch was later discovered and as punishment, chained to Canterlot for all eternity using chains meant to hold prisoners of Tartarus. Flurry was never discovered and even after all this time, her location had yet to be determined.

Years 101 - 399

The Caribou, no longer hampered by a Resistance, was now free to indulge in hedonistic pursuits to their hearts content and yet, it felt empty. Every species short of dragon had been tested, stretched, and enjoyed. Then, Dainn's eyes look to the heavens and with him looked the world. It was two hundred years later, the entire world pushing to achieve space flight, did the First magically propelled ships leave orbit and begin to travel. Industry boomed as space stations began to be built, orbital elevators were constructed to bring and receive needed supplies as their ships worked to reach the nearest planet. Like a plague they began spreading and colonizing one planet after another. Unicorn Stallions generating massive towers to help terraform otherwise dead worlds. It was nearing the end of the three hundred year mark that the first Aliens were found, and promptly enslaved due to them not having yet reached the space age. They looked akin to canines mixed with pandas, their bodies rather thick but not to the state of being obese, and with four sets of eyes, they became a must have with Caribou.

Years 400-564

With mass militarization following the first "Breaking Wars" the Caribou began to expand at an exponential rate, hundreds of unnamed species being brought to heel and broken by them as their technology allowed them to dominate a galaxy that had no other space bound species. Yet through it all, Equis was left alone, but yet also given over to a new Ruler. High Emperor Flash Sentry, succeeding their God Dainn, now held complete sway over Equis and with it he had begun to dig into the planet to search for items of antiquity. All the while keeping Twilight in a room, the only window being pointed directly at her friends graves, to keep her spirit broken. Dainn himself now rules the burgeoning Empire of over four hundred worlds from one of several fleets, the current one being called the Suppression Armada. Yet as he digs deeper, Flash has unexpectedly nudged against something nearly five hundred years dormant and unknowingly ancient. His machines have begun to disrupt the Hive. The Hive may be an insatiable monster, but it holds one thing in regard, Progenitors and Kin are of the utmost of importance. For the last five hundred years, the small time the Hive Lord spent with the small Prey has ingrained itself into its mind and the Hive in general.

Chapter 1: The Rise of the Equestrian Hive

Equestrian Hive

Hunger gnawed like the endless voice within its belly. The carapace covering its form beginning to break and crack along itself before a claw burst free of the sack of carapace that had held it for such a lengthy amount of time. It's revival didn't go unnoticed as the twin Hive Guards* slowly looked over from where they had slumbered the moment their connection to the Hive Lord* was reestablished and they regained the ability to see once more.

The Hive Lord quickly tore through its casting to allow itself the ability to become free, tossing chunks of Bio-matter about and sending scraps for Ripper Swarms* to later engorge themselves on to help their increased production. Yet as the beast looked around in slight confusion, it would note the hive was, silent.

There were no sounds of battle that generally signaled the awakening of the Hive Lord to war. The Leviathan Bio-Ship* had been rendered down into its base components and used to build what would be described as something of a base of operations.

The walls of this chamber were covered in thick pieces of bio matter that had become infused to the stone to help provide support. Not what the Hive would generally do when it came to harvesting but then something's had felt off from the very moment the Bio-Ship had arrived in this strange world.

As the Hive Lord looked about the cavern it noticed that the walls were covered in pods similar to its own, ranging from smaller ones containing Ripper Broods, to massive twin pods containing the towering Heirophants*. So much of this was making little sense to its groggy mind, until it took in the sight of the center of the emergency Hive and found the Norn Queen*.

Suspended above the ground within the large cocoon of sorts that acted as the stationary pod from which she could watch the Hive through the many eyes of its creatures. Yet there were no active beasts, they were cocooned across the walls, this made no sense to the Hive Lord. Since when did they bide their time? When did they withhold devouring a world?

Something wasn't right, and as the Hive Lord approached the Norn Queen as she turned her attention towards the Lord, their eyes meeting as her consort stepped below and before her massive cocooned body. Their mouths didn't move, but their minds coiled and caressed one another as if they had begun some dance, information shared through their link which the Lord took seconds to realize had been severed when it went into hibernation.

The realization that they had been asleep for hundreds of solar cycles did cause it's mental functions to stop for several seconds before it regained its mind and questioned such a decision. This was not their way, this was not the way of Evolution, yet her response of no longer feeling the Hive Mind* was not news to it. The Hive Lord shuddered as it remembered being cutting off from the unknowable intelligence that guided its creation on its path of evolution, yet it was silent and had been for hundreds of years.

The Norn Queen did share small information that she had garnered from the surface, what little information she had managed to gleam through the eyes of the creations that She sent to the surface. Through the eyes of several Lictors* she had watched the conquest of the species above, the extinction of an entire species, and the enslavement of the others. This all eerily reminded the Hive Lord of the twisted slaves of the strange entity that the Prey spoke of, Slaa-nesh*, as the prey known as Humans spoke of.

They always proved a challenge to deal with when discovered but not impossible, their machines were of metal and flesh, providing biomatter no matter how difficult the kill. The Hive Lord having personally dispatched the leader of one such Hive Brood which they had come upon.

Yet there was no taint of the energy that seemed to cling to the bodies of the prey, nor any Prey Humans, so did this mean that these creatures were not under the thrall of the Entity? So many questions and so few answers for it to, a strange situation for the Hive Lord and the Norn Queen, though this did prompt it to question her actions on awakening it. Yet as if sensing its question, the pods that covered the immense Hive Walls* began shuddering, quaking as if something was striking the walls on the other side.

In seconds the Hive Lord understood, its Scything Talons rising up slowly as it stepped towards a near by pod that had gone unnoticed till now near the ground below the Norn Queen. At ten feet in height and eight in width, there appeared two openings upon the top with Barb tipped tendrils that twitched in anticipation. The Hive Lord shoved both its lower claws into these fleshy sacks as the tendrils burrowed into an open section of the carapace that coveted its body at the wrists, linking to ancient nerves.

With a growl the Hive Lord pulled both arms back to reveal slime, mucus, and venom coated Bone Swords*, the two instruments of death completely hidden to those not apart of the Hive due to the lack of light inside the Hive Cavern. Ten feet long, two feet wide, and six inches thick, they both began to awaken as the symbiotic creature within the hilt of the blades reconnected to the Hive Lord's mind and they awakened from their long slumber.

Stone was beginning to come loose as were some of the pods that covered the walls and splattered upon impact with the ground, either killing or merely disorienting the beasts within if they were small enough. The Hive Lord knew the sounds of battle when they drummed within its ears, the steady beat of destruction as rocks gave way to machinery, blasting, or some other form of device. The air thumed with the heavy beat of blasting from some explosive that was being used to close in on their location.

With a shudder one of the walls on the East, South, West, and Northern sides of the Hive Chamber erupted in a wave of exposing fire that consumed the pods which covered them. Included in their number were a pair of Zoenthropes* and three broods of Termigaunts* which were reduced to ash by the resulting explosions and breaching. Darkness filled the Hive as their enemies made themselves known to the Hive, or to them, their newest Prey which had disturbed a sleeping giant foolishly.

What stepped through were a collection of bipedal beings, wearing strange armor, resembling the Prey Imperials* though much more flimsy looking. The largest collection of the intruders stood six to eight feet tall, wielding fire arms which, if the slings below their bodies were to be noted, meant slug fed weapons. Each of them as well wore a large helmet with a set of antlers that jutted out from the sides of the helmet.

They spoke in a guttural tone towards one another while they began pouring into the Hive, allowing the next set of creatures to enter, these as well being bipedal, though they were smaller, less bulky, and seemed to come in three distinct variations given that two thirds of them had an open space in their armor for the protrusion of some kind. The Hive Lord remained silent and still as it took in the slowly growing forces moving into the Hive.

As the darkness was slowly illuminated they began to talk more openly between one another.

"I can't believe we thought this was a Changeling Hive, cause I don't see any Changeling Whores do you?"

A series of no's would follow the voice as the four groups began spreading out from their entrances before one shown a light on the wall.

"Contact! They're on the walls!"

Few flashes of light from weapons split open a pod of Rippers before they were crushed under hooves, an additional item that the Hive Lord had missed on their initial assessment when they entered. Though as they began shifting the walls with their lights, one swept it over towards the Northern Entrance and in their sweep caught the hoof of the Hive Lord.

The light began to shake as it swept up before revealing the head, and with that all he'll broke loose as the Hive Lord reared back and released a bellowing roar, drawing every light in the chamber to its towering form of twenty feet.

"Fuck Fuck Fuck! What the fuck is that!? Dainn Damn it, this isn't a Whore Hive, I don't know what the fuck this is. This is Commander Rodalph of the Hive Sweepers, we've discovered something. It's not Changelings, I don't know what the fuck it is but its big, mean, and about to get its ass kicked. Alright Sluts, get between us and it!"

His call was followed by perhaps the strangest sight the Hive Lord had ever seen before, in the form of a group of brightly colored females, if the genitalia was any indication, the seemingly ridiculous sized hips, bust, posterior, and overly muscular bodies that formed a wall before the clearly males and the Hive Lord.

Their bodies were revealed and without clothing except for a piece of garment wrapped about their throats, each with a heavy mace that glowed with Ethereal light as they slowly advanced towards the Hive Lord, before charging like wild beasts towards a released hare. Over thirty of them would galavand towards the Lord from all three directions, yet it remained still, minus its throat growing bright green before it leaned back and jutted its head forward. With a surge of Bio Plasma, and the flexing of its throat, half a dozen meter thick balls of plasma rushed out of its mouth.

The Beginning of the End

A loud scream filled the chamber as the ball of neon green plasma struck the line of Slave Mares while they attempted to shield their male masters but only succeeded in absorbed a small amount of the harsh attack focused on them. The moment the ball of Bio-Plasma struck one of their number it detonated, liquefying the mare at the epicenter of the attack while causing the Mares around her to detonate in a shower of Squall and Gore from just the kick back of the initial impact.

The males behind them evaporated within moments of the initial detonation as they were reduced to nothing more then puddles of greenish liquid. The opening attack causing the invaders to pause outright in shock and fear at witnessing three entire squads killed with a single attack by this unknown creature. Though it gave them little time to actually recover from the first attack as the Hive Lord had already begun crossing the distance between themselves and it.

The massive beast smashed into the second group with little regard for what may happen to it, after all its duty was to kill and die for the Hive. As the mares were scattered like leaves in the gale of a hurricane, the first antlered creature of the group jumped back up and raised its firearm towards the Hive Lord.

A resounding click signaled the firing mechanism was primed and about to fire, though the few seconds it took for the antlered being to prime his weapon, the Hive Lord had already raised his Bone Saber and split its head on twain, the brief feeling of resistance registering on the blade before passing through. It contemplated it as the echo of a pop resounded within the chamber as the creature's Personal Shielding* crumpled below the blow of the Hive Lord.

The armor barely registering under the swing as the blade passes through his head and cleaves it's way from scalp to groin, the two haves falling to the ground as the Hive Lord blocked another attack from its side. As the carnage began, the Norn Queen watched on, sending our mental commands to those within the cocoons to begin awakening as the Hive Lord tore another creature in twain with its jaws alone, rending armor and bone with simplistic ease.

The first cocoons to pop were those of the Hormagaunts which fell in waves, these bladed terrors landing upon the ground in bunches before they screamed as one and charged towards the positions of the invaders. It was such a peculiar thing, the invaders experiencing being invaded, yet the lines of the creature that had driven into the hive found themselves beginning to pull back as the bladed creatures fell upon the unprepared invaders.

Hormagaunts, with their scything talons cleaved through unprotected flesh with practiced ease, though the invaders found that they could handle these creatures with more promising chances of survival. One of the larger antlered ones picking up a Hormagaunt before slamming it into the ground and smashing its head open using its hoof.

The first casualty for the Hive since the fighting had begun, yet the others around it acted unimpressed as they converged on the largest of the invaders group, swallowing them beneath a tide of never ending talons and chittering mouths. The First invader to score a kill would roar as he hefted what appeared to be a shotgun, if the stock and lack of a magazine were any indication and pulled the trigger once, reducing a Hormagaunt's head to pulped mush.

Those around him roared as they attempted to rebound their efforts and get the females back into a defensive line once more.

"These things bleed and die like everything else! They may not be fuckable, they are more then happy to die. So let them taste male superiority with blade and gun!"

The cheers that rang up following this proclamation was quickly drowned out as one of the Tyrant Guards* barreled through the melee and crushed the Skull of the invader below its fused front arms. The massive creature possessed no actual eyes from what the invaders were able to discern as they attempted to take aim and fire only to find their attempts harmlessly bouncing off the thick plates of carapace before it turned its attention towards those attacking it.

The thirty invaders before it began to pull back before one of the larger ones rushed forward with a two handed hammer which sparked and crackled with foreign energy. With the impact the beast shrieked before backing away, the hammer had actually injured it, several chunks of carapace falling free of the right forward arm and scattered across the ground along with a thick, viscous fluid that drooled from the wound.

There was no reaction from the hammer wielding invader as he drew back the hammer for another strike, yet even before he had gotten it behind his head, the same wounded claw collided with his face, shattering the protective mask that covered it and forced his skull out the back of his head. The body twitched before it was violently batted aside and the Tyrant Guard smashed the head in, before roaring as it charged headfirst into the remaining invaders.

End of Song

Caribou Last Anti-Changeling Battalion

The attack had originally been so simple, when news had reached Supreme Leader Flash Sentry* in Canterlot, he had directed the only remaining Anti-Changeling Battalion* to mobilize for what may truly be their final mission. Over the last four hundred years, the Changeling species had been systematically eradicated one Hive at a time through the use of numbers, technology, and Traitor Changelings from the only hive to have sided with the Caribou, Queen Chrysalis'es Hive.

They had used these tactics for four hundred years till they believed the species to be either subjugated or exterminated in their entirety outside of the Traitor Hive. When word reached Flash Sentry within the Planetary Capital of Canterlot, in the midst of still working to break Twilight Sparkle, he marshaled his forces quickly. Seeing as the Changeling Hive was on Caribou Soil the Traitor Changelings were not called upon as he wished to crush their dormant hive before it had time to awaken.

Why did he believe it to be dormant? For the sole reason that there had been no activity or abductions within the months following to the discovery. Though how would one have discovered it in the first place? The actual discovery came from a survey team in the White Tail Woods Battle Fortress as they were zoning for additional barracks, their sensors detected the outline of a large domed chamber twelve kilometers below the surface of the planet.

At first glance one suspected it to be nothing but a naturally formed cavern, but as more invasive scans were performed they began to notice the unnatural formation of the walls and even the ceiling. Even as some deemed it but a former den to the now extinct dragon species, it wasn't until they found a large structure in the center of the chamber and what looked to be spherical objects on the walls that solidified that they had uncovered a Changeling hive.

News spread rather quickly through the Fortress as one would expect and it took mere days before the Last Anti-Changeling Division was mobilized and prepared for the oncoming fight.

With the use of Diamond Dogs, they excavated a four part tunnel system into the earth and into the four directions of the Hive, to ensure maximum penetration and the highest amount of soldiers could storm into the Hive. Thirty soldiers from the north, south, east, and west tunnels would first penetrate into the Hive with ten Shield Whores to act as defenses for their masters while they would begin moving inside and form a ring around the edges of the hive and give the remaining six hundred and eighty warriors to rush in and fully exterminate the hive.

It was a simple but effective plan that at first began without any problems, the Diamond Dogs worked quickly over the course of several weeks, excavating the tunnels and a chamber large enough for it to be used as a way station for the miners. The first snag came as they were mining and hit a pocket of compressed gas, flooding the tunnel and killing six miners.

A second Chamber was dug out near the Way Staton so that purification systems could be brought down and pump the gas into containers which would later be brought to the surface and disposed of at a later time.

The third set back came in the fact that as per Caribou tradition, they hadn't thought far enough ahead and found the need to install a tram system to get miners from the surface, through the way station, and to the mine, though this proved to speed mining time by several hours as they converted one of the carts into a mining cart so as to draw common rock back to the surface.

Though this included the construction of an addition there chambers, the third being living quarters for the personnel, technicians, and soldiers stationed on the project currently at work. As the tunnel work continued, the half way point was reached where the Diamond Dogs reached a point above the center of the Hive three kilometers above it.

They would then begin to dig out four additional tunnels, all at a sloped incline but in place of a simple tram systems, they were forced to strengthen the rock and begin building four elevators. This slowed productivity by several months but the end result was that the Anti-Changeling Division were now able to deploy their Exo-Suits as well as fully automated Gun Platforms to aid in the suppression and extermination of their quarry when the time arrived.

Four years following the discovery of the supposed Changeling Hive, the hive was completely surrounded as forces were in place, eight hundred assorted species ranging from Caribou, Griffins, Diamond Dogs, Minotaurs, and the Pony Sub-Species which accumulated with Earth Ponies, Pegasus, Unicorns, Thestrial, Crystals, and finally Zebras.

Over six hundred of which were male while only two hundred were female of the same species, most were there to act as shields for their masters, some to be used as bait for the changelings, or as pets to pleasure their masters as they fought. Even as the elevators began to descend and offload the Exo-Suits, bulky four ton, nine foot fall, male driven, combat systems, loaded with a plethora of weapons, and personal shields.

These fearsome tanks of death were known throughout the Empire to have thundered the collapse of nations over the last five hundred years, and now over twenty of them were to be deployed against a single, surrounded, Changeling Hive.

Last minute checks on weapons and armor were already underway as soldiers prepared themselves for the first fight of their lives, some contemplating if this would be their last, while a smaller few were planning to save the Queen for themselves to break in.

As Engineers placed charges against the walls, some thought that their eyes and the light were playing tricks on them, given that they believed to have seen the wall itself shake slightly when the spikes of the C-3 were driven in to hold the packages of explosives to the wall.

Unicorns lifted their hands up as Caribou did as well, horns and antlers glowing in tandem as they placed a force field between themselves and the blast after the Engineers had retreated behind the Exo-Suits and detonated said charges. Four simultaneous eruptions of stone and strangely enough, blood impacted the force field before it dropped and one hundred and twenty members rushed into the hive.

Those outside waited for several minutes before they heard the sounds of fighting, and a roar which shook their souls to the very core, as they heard voices of their kinsmen echo out from inside the hive. It was a Lance Commander by the name of Rogar Staghide, a Caribou.

"Attention all units! Deploy! Deploy! This isn't a Changeling Hive. Confirmation on unknown species. Enter and exterminate them. Glory to Male Superiority!"

With the call made, the warriors of the Empire drove as one into the chamber to bare witness to the strangest of creatures that were pouring off the walls. Serpentine beasts which dug through solid rock with ease and exploded amongst their soldiers.

While they proved susceptible to concentrated fire they were quick, ducking back into the burrows they had come from after the initial attack. This was all apart of a distraction to allow smaller creatures the chance to cross the distance or extract themselves from the walls and fall upon the Empire Soldiers.

One rather large sack burst suddenly, the shower of gore obscuring it while the beast landed, crushing two of the Exo-Suits with significant ease. As it reared up to reveal itself, they found themselves gazing into a twenty foot tall behemoth of carapace, its body thick with muscle, it sported four arms, the higher two ending in elongated praying mantis like scythes.

The lower two though sported massive, crablike claws which wasted no time in grabbing a pair of caribou and crushing them in half, its tail sported a large club with a plethora of spikes and blades that it used to decapitate several additional warriors within seconds of it landing.

It's massive hooved feet slowly stepped off the crushed Exo-Suits as it reared up, revealing those piercing yellow eyes and overly lengthy tusks which it proceeded to use to scoop up a stallion and toss him into the air. With a scream, he flailed before landing neck first on the lower jaw's teeth, severing spine, cutting through armor, and impaling itself through his esophagus.

Hacking and gurgling, the creature tilted its head back as the soldier vanished into its jaws and swallowed, completely disregarding the weapon fire which merely ricocheted off its incredibly thick carapace. Only when one of the Exo-Suits turned its attention onto the beast and blinded it with a spray of armor piercing rounds did it take notice of another threat.

It started to walk towards the Exo-suit before that walk became a trot, crushing friend and foe before it sprinted faster then it should and closed the distance between itself and the smaller suit.

Metal flew as one mass met another and the beast proved itself far superior in design. The chest cavity of the Exo-Suit was caved in as blood leaked from the crushed chest cavity and it slid down the wall of the Hive. The fighting had at this point escalated as all sides of the Hive were pouring creatures off them, the Empire soldiers beginning to be pushed to the holes they made in the Hive Walls in an attempt to bottle neck them.

Sadly this worked for only ten or so minutes, due impart to the fact that as the creature that had crushed three Exo-Suits in under a minute since awakening, smashed through the Eastern Blockade and crushed several dozen soldiers and shield whores under its hooved feet. This created an opening that the creatures which had yet to be named used within minutes of it being created, pouring out of their Hive and into the tunnels that surrounded said Hive.

Four years of work, basically renders pointless in less than an hour, those caught in the open were cut down below tooth or blade, yet as the fighting grew closer, the order was given to them.

"This is Supreme Leader Flash Sentry, all forces pull back. The mission is a bust. Detonate the elevators after you return to the mine, we can't allow these creatures access to the surface!"

The order came, and with a flurry of activity while trying to keep the creatures at bay, the remaining five hundred warriors of the Empire piled onto the Elevators, the western elevator being used by the largest percentage of Exo-Suits, leaving three hundred dead and five Exo-Suits destroyed in their retreat. The elevators began to rise as the fighting stopped, the creatures dragging both sides dead towards the Hive, these actions confusion those who watched, Flash Sentry placing his hands against his face as he sighed.

Flash Sentry

The traitor stallion having put his base of operations in the White Tailed Woods Planetary Fortress to watch over the proceedings of the mining operations and what he expected to be a simple eradication mission for his forces, but what they instead discovered was a previously unknown species that had torn through his troops with surprising ease. The stallion watching the multiple monitors within his command center as a multigenerational multitude of his top advisors and generals conversed amongst one another or yelled at commanders in the field.

Over three hundred lost in the first major operation in fifty years on the capital planet of Equestria. He slipped his arms behind his back and looked back towards the massive screens, over three hundred signs of K.I.A scrolling across the screens as he contemplated his next move.

Though shifting his attention, he spied Twilight Sparkle in her cage, the largest and newest one, considering that over the last four hundred years she had gone from that cute and pudgy librarian, into something more reminiscent of a seductive actress or super model, considering how her body had expanded and grown in certain areas more then others.

She was tied by a black collar to a cross, allowing her breasts, thick thighs, and her impossibly large flank to be visible, even as her body shuddered and shook due to the vibrator dildo imbedded inside of her plump rear, the device attached and affixed to the wooden restraints so that she would be forced to experience the pleasure.

Though she refused to break like the other Alicorns that were by this point obedient pets for their male superiors, he was seen as an incompetent male because he had yet to breaks Twilight despite everything he had done to her over the many years of ownership. His crotch twitching before a sigh escaped his lips, a hand reaching down to unzip his leggings before he stepped onto the stool before Twilight.

She had done more then just expand in her most attractive areas over the course of the history the two had spent together, she had grown taller, nearing nine foot eight last time he had checked. They called it Alicorn Expansion Syndrome which at first he considered to be just rumors, but over his extended life he had watched her outpace him in height and at this point he and the other Alicorn Owners had found themselves pressed to fulfill their pets or train them considering their growth spurt.

Thankfully their grand leader had found a means to stop it, given how Luna and Celestia hadn't grown as Twilight and Cadence had themselves. He was seconds from violating her mouth before one of his advisors caught his attention and Flash sighed out, the stress of not having cum in an hour getting to him it would seem.

"Report Rock Flayer, I want some good news after all that just happened."

Rock Flayer, a descendent of the Pie Family was a strong built stallion of seven foot eight and immense muscle, but despite that, he was garnered with respect from the academic community due to his hidden genius. With a rough cut mane of silver and a cost of copper, he stuck out as he motioned towards a 3D rendition of the Hive, Tunnel System, and the location of bodies.

Every member of the Empire is implanted with a chip to keep track of them by the government, a practice that had been developed during the Changeling Uprisings two hundred years ago when they were forced to track down missing persons. Now though they watched as the K.I.A members of their warriors were dragged into Hive chambers, before they were piled atop one another near the center of the Hive Chamber.

"It would seem they have something of an intellect, perhaps a strategy to keep us from collecting our dead? The changelings did this if history is to be believed but they did it to set traps. This is a brand new species, it should not have knowledge of our tendency to retrieve our dead, so this begs the question, why are they do-wait something's happening."

As they watched, the mound of what they assumed to be bodies began sinking into the ground as the lowest layer started to vanish from their systems. Somehow their tracking devices were being either destroyed or whole sale blocked by an external force.

"This is an interesting development, Supreme Leader, if I may be so bold, I would like the chance for us to capture one of these creatures for study when we mount a second offensive on their Hive."

The question was not if there was to be a second offensive it was when, given the Hive's actions so far, it was very telling of them as they had suffered some casualties in the opening moments of the conflict both sides had just experienced. Their best soldiers rent apart or killed in equally brutal fashion by the strange creatures unearthed by Flash Sentry's rather brash actions in delving into the earth.

There were reasons the Supreme God preferred to mine off world, this world held so many hidden and sealed secrets, it was no wonder he actually showed genuine fear when the information was forward to Dainn, before it was crushed by the information of it being a Changeling Hive. Who knows what lays buried below the planet.

Well in this instance it seemed that his fears were indeed founded given what had occurred below ground not ten minutes prior to the current conversation. Now as they watched the screen and the 3D rendering of their current series of operations. The massive hive, the four series of elevators, the tunnels outside the hive, and finally the main tunnel which led to the junction said elevators connected to.

Flash Sentry sighed and drew a hand across his face as he watched the few remaining forces he had rising up the elevators and towards their junction. He needed a stalling action and he needed it now, even if it meant that he had to sacrifice the Anti-Changeling along with one of the few friends he still had left. Rogar would have to hold the line until they could get more forces to shore up the losses. A hand rose to an ear and communication was established with Rogar

"Rogar, this is Flash, when you reach the mine I need your forces to set up blockades, alternate fields of fire, something to make sure that you can hold them. You still have five hundred born and bred males with you to deal with this."

The comm system flared with static before a gruff voice echoed from the other side.

"With all due respect sir. I don't think that's going to be enough. They tore through my Lances and Exo-Suits with ease. The bigger ones especially. I think we just need to pop the tunnel and forget this whole place existed. I don't know if we can but it's better then wasting more lives then needed."

It was a hard sale, even Flash knew it, but as he deliberated over their next course of action, the Hive prepared for its grand unveiling.

The Hive Lord: Five Minutes Earlier

The bodies of the would be invaders weds dragged, along with their own dead as the Norn Queen suggested its Brood do. Hundreds of the Brood and invaders had died, but this was such a paltry scale of what it was accustomed to. The numbers were small on both sides but that made little difference.

They had several means to replenish their forces, through the all important consumption of Bio-Mass which, as the Reclamation Pool* was beginning to take shape, would be ready in moments. Rippers swarmed over the corpses and chewed through their weak armor, which they dragged off for other uses unknown to the Hive Lord and deposited them in an ever growing pile.

Capillary Towers* were already in the process of growing from the ground in some areas as the microscopic Tyranids embedded in the Hive Flesh began to awaken and construct these objects.

The Hive Lord slowly lifted its Bone Saber and tossed one of the Prey into the pit that was in the process of having powerful acidic compounds pumped into it by the few remaining creatures which could process Biological elements and produce it into Bio-Mass for the hive to utilize.

As it watched the acid pooled about the corpse and it began eating away at the fur that covered the body. The armor proved that it wasn't necessary to remove it, as the acidic compounds in the pool ate through that as well. As it was seen the beginning stages of the break down process of Bio-Mass, a signal swam through the entire Brood.

"Consume. Tear. Prepare Bio Mass for the Digestion Pool. Prepare second Digestion Pool. The Hive has more to prepare for."

This single action seemed to whip the Hive itself into a Frenzy as the Ripper Swarms surged like a tidal wave towards the mound of near five hundred corpses, be they Prey or Tyranids neither were spared, neither were given any semblance of respect for fighting till they died.

No, as the swarm of teeth descended upon the pile of bodies as they tore through flesh, ripped tissue asunder, and shattered bone with the slightest of ease. They gorged themselves till their stomachs became distended before they waddled or in some cases were helped over to the Digestion Pool and were tossed inside to be processed along with the chunks of Bio Mass.

Due to their size and lack of complexity they were easily replaceable within seconds of the ones in the pool liquefying along with adding their Bio Mass to the ever growing quantity inside of the pit. Slowly Hive Wall was extended down the sides of the four foot deep pit, seven feet wide as well, uneven though it may be, the organism that made up the Hive Wall spread across the bottom of the pit, forming gestation sacks which began siphoning off the Bio Mass through tubes which burrowed through the earth using the very same Bio Mass that was being produced.

This Bio Mass was connected into the veins which ran within the already constructed Hive Wall several hundred years ago, which was given the signal by the Norn Queen began production of new Bio Morphs. Hundreds of sacks expanded from the wall, detaching the broken ones which were picked up by the nearest Tyranids and placed upon the pile of corpses.

These sacks were flooded with Bio Mass before the Norn Queen commanded her microbial forces to begin their work of binding Bio Matter into a templated form stored within her mind. Within seconds, hundreds of thousands of Ripper Swarms took shape within their Gestation Sacks which steadily drained of Bio Matter as bodies formed within. With a shock the bodies were awoken and they tore free of the sacks that had been their wombs, landing on the ground before setting upon the corpses anew.

This process was an endless one, and as the other creatures aided in one form or another in the processing of Bio Mass, the Hive Lord left the interior of the Hive for the ring of a tunnel which stretched around its own hive. The Hive Wall had yet to spread this far out but it would begin doing so once enough Bio Mass was collected and given to the Hive.

Normally this was not the tactics of their species, the Hive Lord gave something of an amused snarl as it watched the flaming frame of one of the Prey's Lift Devices come screaming down and impact the floor of the tunnel. It received reports from those of the Brood investigating the other tunnels leading up to what it assumed was the surface, only for the devices to block the way with debris and destroyed chunks of stone.

It hissed in anger before stopping, something strange catching its attention as a weak will seemed to reach out. Deeper, deeper into the ground, much deeper. Something below the Hive? This made very little sense to the Hive Lord but as quickly as the sensation was there it quickly vanished.

Through the link, the Norn Queen felt it, a being which possessed the ability to reach out with its mind. As the pile of corpses dwindled to the point of only a dozen remaining it turned its sights upwards. The Prey had ensured that the lifts were destroyed but that was only a means to stall them for some time.

As she gathered the entire accumulation of Bio Mass within the pool, she began to concentrate it all into a single Gestation Pod. Sequences were prepared seconds before the Bio Mass began to drain and flood into the Pod, this would take several minutes to fully complete.

In the mean time the now docile Ripper Swarms were set upon the wreckage in the outer ring to use the twisted metal as fuel for the growth of the Hive. The Prey had blocked their means of escape but not the means to escape. As the serpentine body grew within the Pod, several elongated arms formed along its belly, the creature which would spell doom for the Prey.

Its elongated head slowly emerged from the pool of Bio Mass, its lengthy limbs numbered six in total, each ending in a curving blade of bone, carapace, and flesh with the largest two being on the top twin limbs. The serpent like creature erupted from its birthing pool, hissing and roaring while it pulled itself free of the green liquid. The Trygon* rapidly shook itself free of the thin film of Bio Mass that covered its body, its height exceeding Seven Meters, towering over all but the slumbering Bio-Titans.

Two other Spawning Pools as well began to surge with activity as another pair of Trygons would begin to gestate and grow. As they did, the first Trygon would move out through one of the breaks in the Tyranid Hive, using those powerful scything talons to tear into the rock. While normally Tyranids weren't creatures that made use of stationary places due to their nature as nomadic super predators, without the drive of the Hive Mind, the Norn Queen had awakened to her own mind.

As the Trygon began to work, tearing away at the wall, and dislodging chunks of stone, the Rippers continued their progress to break down the wreckage that filled the four shafts leading to freedom. Their jaws expelling highly corrosive acid into the metallic struts and beams that barred their passage. Though due to their size it was quickly proven that they alone would not be enough to expedite this process and problem of clearing the debris.

To this end, the Norn Queen allowed for the awakening of additional Zoenthropes within the Hive Chamber, adding their mental strength to the thousands of Ripper Broods which toiled away at the wreckage. Suddenly the other two Trygons would emerge and upon cleaning themselves, move towards two other entrances into the Hive to add their digging prowess to the process of emerging from this singular hive.

All the while, the Hive Lord would continue to wait, the foreign feeling of irritation growing within its Alien Mind, as without the Hive Mind, its body and by extension mind were forced to develop without the guidance of such a powerful entity. It sent the order, awakening Ravener Broods to aid the three Trygons. These much smaller cousins of the Trygons bursting from sacks on the walls, looking as if one had taken the upper body of a Tyranid Warrior and replaced the legs with a lengthy tail.

Over sixty of these beasts slithered out of the domed hive and joined the larger beasts, twenty per Trygon. Soon the ring outside of the Hive would grow dusty as sixty Raveners, three Trygons, over three thousand Rippers, and Twenty Zoenthropes worked diligently with one another to either remove the debris in the mine shafts or to burrow into the surrounding rock. It took mere hours before tunnels began to form from the work of the Trygons and Raveners, three separate spiraled tunnels slowly reaching towards the surface.

Suddenly, one of the Mine Shafts would open up as a Ripper Swarm removed the last of the metal blocking it, allowing for them to begin preparations for the assault. The first of the assault forces to be awakened from their hibernation were the Gargoyles, these winged creatures would come by the dozens, then the hundreds. The Hive may have been small, all that remained of one half of a Leviathan Bio-Ship, but they still sported millions of Combat Creatures for this endeavor.

With the Debris finally cleared, these winged Tyranids would take off, hissing and snarling as they were joined by one other breed of Tyranids. Genestealers*, these massive four armed monsters of the dark were awakened by the dozens for the oncoming conflict as well. The reason for this, was due to the fact that without the Hive Mind amongst them, one of their number had begun to develop the signs of a Patriarch*, and this would spell just as much disaster as any fire arm or blade.

The Genestealers began to climb the massive mine shaft, their silver and brown color mixing in well with the rock and steel that could be visible in the dimly lit space. Over three dozen were in the process of ascending when the first made it to the still sealed doors which blocked them from progressing any further. Though this did little to dissuade the Patriarch whom reached up and with brute force, began to force the doors apart, even as high velocity rounds impacted the seemingly impervious carapace armor.

A roar of rage ripped from its jaws as it broke the door's mechanism from the sheer force of opening it. Its elongated tongue tasted the air, even as the other Genestealers rushed from the now opened Mine Shaft, dozens being cut down within seconds of clearing the doors, but that did little stop them as their dead were trampled under feet. Genestealers were generally bone white Tyranids though that only occurred when they weren't apart of a specific Hive Fleet. They sported four arms, usually ending in thick claws strong enough to tear through Adamantiem or Shielding systems.

Sometimes the top two arms were replaced with Scything Talons to allow for armor penetration. Their heads were bulbus, their faces lacking lips, and their carapace broad upon their shoulders and back with a vestigial tail hanging between their legs. As fire from the Prey lines took some of the Brood, they made no motion to care as the rather acrobatic Tyranids vaulted over the barricades, leaping upon Caribou and Stallions as they were known to the Norn Queen now.

The Prey had set up rows upon rows of steel that was meant to halt the advance of the larger Tyranids, they did nothing to stall the smaller and more nimble ones. Each barricade was stationed with four soldiers and one heavy gun emplacement which could be manned. The Barricades set up to overlap fields of fire without hitting the crews of the one before it. Yet as the Genestealers breached the first and began to butcher the furred Prey, the others farther down began to scream and run.

They sought to flee, they would be given no such chance.

Due to the way that the Mine Shaft had been built, with a full kilometer of distance from the junction over the Hive and the surface, they had opted to increase the roof and diameter to nearly half a mile in all directions, allowing for them to move the Exo-Suits through unimpeded. This proved to work against them as the Gargoyles flew in from behind the Genestealers and with their wings, began to unleash death from above using Fleshborers* which drenched entire squads in the beetles that they used as ammunition, said beetles beginning to burrow into the flesh of the Caribou and Stallions as the name implies.

The Genestealers and Gargoyles continued to push forward, even with their casualties, the furred prey had set up this mine in such a way that retreat was rather difficult. At what appeared to be a series of buildings at the back of these barricades, the Patriarch spied one of the Furred Prey issuing orders in its own twisted tongue. This caused a new idea to form within its mind, and as it took control of the Genestealers its mental commands were issued within seconds. They stopped killing for Bio-Matter and instead, began to pierce their bodies with proboscises to inject their parasite.

Those injected were left as they passed out from the pain, while the Genestealers continued to move forward, the Patriarch commanding the Parasite to put their Host into a comatose state for later processing. They would form the back bone of its cult which it would spread to the creatures of this planet. With that thought in mind, it charged, and when it charged, the ground quaked. The flimsy pieces of metal they thought to block its path would be smashed through, crushed in its charge. The massive body of muscle, carapace, and sheer Psyonic Might barreled like an uncontrollable behemoth of death.

Rogar's Posotion = Fifteen Minutes since First Contact

The moment that the East Elevator's Magnetic Doors had been pried open, he knew that death was all that awaited the soldiers under him. He had opted for a series of barricades with Caribou and Stallion forces to use as buffers between himself and the invading creatures. While this had initially worked, what with slowing down the creatures whom they had yet to even give a name to, this did slow down the retreat of any forces stationed near the front when they broke through.

He had opted to stay in the command center in the middle of the mine shaft that led to the junction, where the barracks and living quarters for the miners was position in a nearly one mile wide, two mile high expanded area three miles from the junction which the mine reached before it began to descend. Here, he along with other Officers and Commanders were in discussion, monitoring the conflict near the Junction, and watching as one life monitor after another was snuffed out.

The boom of something striking metal was all the warning he and the other officers received before a Caribou Guard fell back and into their room, head twisted all the way around to look at them. Yet his killer was no where to be seen, this prompting the Officers and Commanders currently in charge of the defense line to snap up, drawing pistols or some even hefting blades since they had stored their fire arms, thinking they would not need them. Typical Caribou arrogance at work as they watched the door for any movement.

Their first sign that something was wrong was when the Commander near the right wall seized up before his chest was jutted forward, dragged towards the entryway, something having taken hold of him and pulled him out. As two other Guards grabbed hold to try and keep him in, the Assassin Struck. A bloody Claw erupted from a Commander on the opposite side of the room, causing him to gurgle and sheik before falling silent due to the fact this claw held his still beating heart.

The Corpse collapsed and somewhat revealed, thanks to the blood now covering his assailant, the monster that had just killed him. Rogar merely had a few seconds to heft his own assault rifle towards the creature, not even having the time to compress his finger around the trigger before it moved. It was akin to a blurr, speeding across the distance between it and another commander. Strange, limbs on its shoulders spread out as it closed, before smashing into the heads of the commander's guards, piercing through the Kevlar like body armor and helmets.

The Commander barely had time to look up before his face was covered in twitching tentacles that burrowed into his ears, pushing his eyeballs sideways to slide into his tear ducts, tearing his lower jaw off and sliding into his mouth, as well as sliding up his nose. The Commander gurgled as his tongue hung down against his bloodied throat, before the single worst sound echoed through the room. The sound of what appeared to be slurping, even as Rogar attempted to switch his line of sight, the creature tossed away the emaciated corpse of his fellow commander.

In a matter of Five seconds, four caribou lay dead, killed by this unnatural creature, and it angered the other Caribou within the room. A pair of slave mares screamed as they huddled against one another, drawing the strange and lanky creature's attention which presented Rogar the opportunity he had been waiting for in the form of his distraction, leveling his assault fire he compressed the trigger and fired a burst of armor piercing rounds at this strange assassin. Imagine his surprise when they not only failed to penetrate the carapace that was not visible due to the blood coating the tentacles that made up its mouth, but they fell to the floor.

Rogar had mere seconds to react, yet it was far from fast enough. The chest of the Creature erupted and a pair of lengthy ropes made of flesh and bone shot into his chest. The pain was immediate, causing him to stumble only to have his body tugged towards the beast as it grabbed his shoulders. The Caribou thrashed within its grip, but as he watched, he felt his lower jaw torn off, a soundless scream filling the room as a second of these creatures, outside of Rogar's vision, dismantled the hastily created Command Squad running the Defense of the Mine.

His final sights were of the tentacles beginning to bury themselves into his orifices, slithering into his skull, and even cracking said skull as they began to slither their way into the depths of his brain. Then the pain, as the tendrils started to tear chunks of his brain and devour them, he felt other tendrils drinking his bodily fluids, his skin starting to slowly wither and fade, his eyes rolling up as he gave up, the Caribou gurgling as liquid organs flowed out of his maw and he perished. His corpse thrown aside as the Alien Assassins continued to feed, the Defenders having no idea their entire command structure had just been torn apart in less then a minute.

Genestealer Patriarch = 15 Minutes since First Contact

Since the separation from the Hive Mind, the Patriarch had begun to think for itself, aiding the Norn Queen in establishing their very own Brood Mind between the Hive Forms that were either actively working or were still slumbering like the Twins. Now as it eviscerated another of these Furry Prey Creature, it merely raised a claw to deflect the attempted swing of a blade which clattered uselessly against its claws. It was already beginning to grow, the Hive Mind's Genetic Template, which each Genestealer carried, going into overdrive.

The jaws clamped upon the "Caribou's" head and with a simple tug, as if it were merely flexing its fingers, the head came loose with a sickening pop. Their Alien Cries did little to stall its Brood as it hissed and snapped, goading the rest of its still living Genestealers to rush the defenses in a suicidal charge. Scything Talons and Rending Claws were caked in matted fur and blood from the slain defenders behind them, nearly a mile they had been able to push forward with just themselves, but that would soon change once the Burrowing Deaths arrived.

It was then that it noticed the deaths of six of its Brood, their corpses reduced to bloody tears on the corpse strewn mine shaft. A creature began to approach from the Barricades, it was taller then the others, nearly as tall as the Patriarch. In one hand it held a large metal staff with a blade that ran its length, dripping with chunks of carapace and blood, clearly from the torn apart Genestealers laying before its hooved feet. The strange creature growled as it hefted an oversized fire arm before pointing it towards the Patriarch.

It coughed out a single round which the evolved Genestealer easily sidestepped, letting it strike the chest of a Genestealer behind it, more so to study the results as the carapace was splintered and shattered from the high caliber round. The Beast redirected its attention towards the Patriarch and was about to fire, when it gave the mental command. Dozens of wounded Caribou and Stallions from the Barricade would rise up, at first those behind this strange creature cheered, thinking their kin had risen back up and were about to execute a two pronged assault.

Smiles and Smirks withered as one of the Caribou hefted his assault rifle in his still working arm and squeezed the trigger, putting several rounds into the face of a Caribou behind the lines. These wounded Caribou and Stallions, their eyes bloodshot, and their veins slightly black from what could be seen when not hidden below armor, charged alongside the Brood of Genestealers and Gargoyles while the Patriarch would merely hiss, turning rapidly to deflect the Blade of the Large Prey which had tried to use its momentary distraction in a bid to attack.

The Patriarch wasted no time with this creature, grabbing the blade in its right claw, before driving its scything talons down upon the shoulders of the creature. It rushed passed though, leaving it wounded and kneeling in a ring of its slain as well as others. A Genestealer rushing past though did finish what the Patriarch started, shoving its Rending Claws through the throat of the large beast and sending it toppling to the ground as the blood gushed from its mouth and the rent in its throat.

As the Prey began to fall back, the world shuddered as the Complex that sat between the Mine's Entrance and its final destination erupted in a shower of twisted metal and broken plaster. The three Trygons would emerge from their tunnels, joined by swamps of Rippers, and the Hive Lord itself. Termegaunts rushed about the legs of the Hive Lord, showering the bodies of Caribou and stallions with Fleshborer Beetles from behind. As Lictors emerged from the command bunker, the Tyranids began to push against the two sides of the Barricade seeing as they had left the side leading to the Fortresses unguarded due to the time they thought they would have.

The Barricade lasted no longer then another ten minutes before the last Caribou fell, screaming as its face was covered in acid and it collapsed backwards. The Hive Lord though, turned towards the passage that would lead them to the surface, already knowing that the Prey was aware of their comrades failure to keep them from halting the Hive's advance. As the Genestealers gathered the Wounded to be injected with their Seed to begin the construction of a Genestealer Cult once they had reached the surface, the Rippers were devouring the bodies of the dead as were those whom were wounded so as to begin the process of regeneration or were consigned to the Digestion Pools.

The Hive Lord though would begin to direct the rest of the forces, even as more emerged from the Trygon's Tunnels, fresh bodies from the Hormagaunts and Termagaunts as well as Warriors to bolster its push towards the surface. Already, it could see several hundred bodies moving down from the surface, fresh meat, but rather then meet them head on, the Hive Lord thought to play this in a different fashion. Ordering that all operations be abandoned, the wounded left, only after being injected with the Parasite, the Hive Beasts "fled" into the tunnels.

45th Caribou Battalion

Commander Dross had been deployed along with his Battalion to deal with a potential resurgence of the Changelings. While he was far from happy about being pulled away from training a Mare, he wasn't above crushing some insignificant bug for the glory of the Regime. So imagine his surprise when he receives word that the Mine forces have gone silent, that the White Tail Fortress had received confirmation of tunneling up from the Hive, but no one was receiving the warning. To that end the Battalion was rushed to deploy into the tunnel, where only silence greeted them.

"Supreme Commander Flash....I've just arrived at the Housing Complex of the Mining Staff, there appears to be three holes penetrating behind the defense lines, but no enemies. I am proceeding forward with all due caution but I am already sure that we are looking at complete casualties."

His communicator would turn green as a response was inbound from his Supreme Leader.

"Understood Commander Dross, keep your wits about you and prepare for anything. I've no idea how these bugs penetrated so deep behind Rogar's Lines but since I lost contact with him I am assuming the worst and he along with the command staff are now dead. Avenge your follow brothers Dross."

With his orders given, Dross would cut comms and proceed, his forces split into blocks of fifty, and as he motioned for the Battalion to move to check on the sounds of groans from the wounded in the Barricade, he noticed that the bodies of the creatures certainly didn't resemble that of Changelings. They had even managed to inflict the death of a Hybrid* something that hadn't been accomplished in some fifty years, though that could just be from propaganda due to the fact that they were the sired children of Dainn himself and one of the Alicorns.

His only warning that things had just turned from bad to worse was the screeching and then the screaming from the tunnel entrances. The Screams were from his own soldiers, as these strange creatures, with their limbs and gnashing jaws sheared through body armor and took fire from their fire arms with little reaction. With quick wit bred upon the field of battle on dozens of Alien Worlds, he directed his forces, forming a pair of lines as they began to pull back, though for him the ability to truly leave this mass grave was well gone.

This realization came in the form of a fifteen meter tall behemoth of a creature which stepped into the open from one of the tunnels, even as hundreds of smaller creatures, and some as large as Caribou poured forth and butchered his highly trained soldiers. This was clearly the commander of the opposing forces, the idea popping into Dross'es mind as he grabbed hold of his own Plasma Cannon, the over the shoulder anti-armor weapon charging as he ordered his soldiers to form a barrier while he took aim.

The Magically powered weapon began to charge, growing steadily unstable as the clear Commander of this enemy stared and watched, even as Dross felt more then saw a Caribou be pushed to the ground by one of the four limbed creatures, slashing open his throat before it was gutted by a Sniper. Though he never got the chance to fire, due to the fact that a round punched through his visor, from behind the creature stepped a stallion, bleeding from a lack of a right arm, but his eyes gazed into the eye of the Caribou.

Dross screamed as the heated metal pierced through his eye, causing him to fall backwards as the Plasma Cannon fired off and into the air, striking a near by Caribou as it went wide, causing the immediate evaporation of the Caribou and dozens more around him. As he lay there, a hand on his shattered eye and the glass embedded into it, he found himself kicked over, and by over, he was flung several meters back by the power behind the kink alone. The Caribou's internal suit bleeding out warnings of internal punctures.

As he lay there, coughing up blood, the world seemed to slow itself, even as the great beast he had been watching slowly walked up. All around him, any Caribou that attempted to draw near, was viciously torn apart by bloodied blades, like a hurricane of swirling and slashing limbs, the great beast rent and tore through all opposition as his Battalion attempted to protect him from the clear and present threat. Yet he could do little, even as he felt a massive hoof press upon his head, the sounds of battle dimming as the squeal of metal was all that remained.

The Hive Lord

With just enough pressure, the Prey which had sought to strike at It, had its head reduced to a bloody pulp. The will of those remaining broken, they fled, or attempted to. Venom Cannons and Death Spitters made short work of the fleeing creatures as dozens were cut down within the first few volleys. The Horde surged forward, chasing after the stragglers, even as stone slowly gave way to metal.

Due to the memories of those whom it had consumed in the Hive, It knew that it was coming upon the entrance to this Mine as they called it. Soon fresh air, rather then recycled air, replaced what it had been tasting for so very long. Orders from hundreds of Prey echoed across the clearing, as the Prey's Buildings surrounded the Mine Shaft's Entrance on all sides. Heavy weapons tore into the first few waves of Brood Creatures which entered into the clearing in the center of their fortifications.

Yet they soon found the numbers to great even for their own weapons to keep up with. As the Hive Lord exited the mine and stood in the center, amongst the dead of both sides, while the Horde and Broods rushed to infiltrate buildings and butcher those within, Its eyes would sweep towards a grand tower which jutted into the sky some meters ahead of it. An aircraft had just taken off and left it when the Norn Queen prepared to send Gargoyles after it, but was asked to hold off.

A body stood within the Building, the psionic might it emanated was quite destructive, yet its presence and lack of action caused it to gain a significant amount of interest not only from the Hive Lord but the Norn Queen as well. As the sounds of conflict began to escalate in certain sections of the Fortress or wither in others, the Hive Lord or the Patriarch were drawn to the thirty mile wide artificial construct that surrounded its entry into the world above the Hive. Caribou Prey and Stallion Prey attempted to use the bound and gagged Females as distractions, but all were put to the blade.

Though the slaves, those that showed enough fight in them, were taken by Genestealer Cultists whom had been infected with the Parasite and added to their numbers. Yet always, the figure in the room from earlier stood there, unmoving, merely watching. This caused more interest to be given towards it while the body count grew from the onslaught by the Hive.

One Hour and Thirty Minutes since First Contact with the Tyranid Hive

Two Hundred and Seventy Eight Thousand, Five Hundred and Thirty Two. The number of casualties for the Regime had mounted up rather quickly following the initial contact and the loss of Dross'es Battalion as well as the Anti-Changeling Battalion. Not to mention the mining staff, the miners, the Fortress Personal, and the Division that was assigned to the Fortress for protection. The Bodies were dragged from where they were felled, leading to most of the formerly immaculate metal floors of the Fortress to be splattered with blood, gristle, or brain matter from the brutal killings.

Silence now reigned as the Trygons and Ravagers were put to work in constructing a tunnel system below the Fortress and connect it directly to the Hive itself. Those whom were infected by the Genestealers had been patched up and sent out into the world to prepare for Cults to be formed amongst the populace. More of the Tyranid Hive was in the process of awakening from its extended slumber, but yet, one body remained alive, even from the slaughter which had been enacted upon the White Tail Fortress itself.

Hooves clicked against the blood coated tiles, drawing the attention of the Tyrant Guards and the hundreds of Tyrands scattered across the surrounding courtyard of the Fortress. Eyes locked onto the body which slowly stepped into the open, lacking clothing, lacking decency, and slightly delirious, the purple furred equine with wings and a horn slowly walked forward. The Caribou and Equine whom recognized this creature dropped to a knee, the Caribou doing so due to the Brood Mind that connected them to their former slaves.

This strange creature, whom the Hive Mind was gathering information on from the non-combatant Cult Members, those too wounded to be sent forth, began to compile a profile on the female creature which had stopped before the Hive Lord. She seemed almost tiny and insignificant before the massive Super Predator, before the strange, purple furred creature dropped to her knees. Blood sloshed across the naked body of what the Hive Mind had gathered to be called An Alicorn.

Slowly, she leaned down, though the horn was seemingly flattened and the wings which, the Hive had seen on the males, should be covered in feathers, were bound in sheaths. She wore nothing but a black collar about her throat, as well as broken shackles on her wrists and her ankles. She stayed there, prostrate before she slowly looked up towards the Hive Lord, and for the first time in Five Hundred Years, one Princess Twilight Sparkle Spoke.

"I care not for what Devil I bow before, I care not for what Evil I am about to make a deal with. I have this one request, for my undying loyalty and even for the purity of my body, what little remains, I ask that you take all that you see. I, as the sole remaining Alicorn on Equis, do here by Swear my Loyalty to those whom will bring about its destruction. I only ask you, to remake it, renew what was once here, and to wipe clean the scourge that is the Caribou. I care not if I am damning myself and all I once loved, I only have one last thing to live for, and that is to see Dainn and his whole Race extinct."

Codex Equestria: First Edition

Everything below this point are specific mentions in the story which I have given a mark to further reveal in the First Edition of the Equestrian Codex. New additions will be added as time goes on, this will be split into three distinct categories and then from there further altered. The First being Tyranids, which will then be split into the categories involving Bio-Morohs, Creatures, and finally Mentioned Events. Next is Unaffiliated which will be separated much akin to the first. Finally and perhaps the most robust, The Caribou Empire which will be separated in itself into Weapons, Species, Important Members, and finally Planets. This can be further broken up by events involving each of these. Each of the items that has a * next to it is to be subjected to a detailed description when the first Equestrian Codex is Released and will be subjected to the whims of the Author and that specific chapter.