Of Valor and Innocence

by tryingmybest1111

Rating: mature
Tags: Princess Celestia, Crossover, Death, Twilight Sparkle, Princess Luna, Gore, My Little Pony: Friendship is Magic, Warhammer, Rarity, Original Character, Science Fiction, Horror, Violence
Length: 9832

After Astartes suddenly arrive in Equestria, things take a turn for the worst...

A deep-space psyker detection device begins to report anomalous readings from XCFR-41. In response, an investigation force from the Carcharodon chapter of the Space Marines is sent to investigate. Meanwhile on the planetary surface, strange things are afoot in Equestria. How will all of this play out?

Published 2019-05-03 15:30:01 UTC
Last updated 2019-05-03 15:30:01 UTC

Chapter 1

Author's Note

A quick explanation for returning readers: I decided to separate my original fic into two stories. "Hope in Darkness" is now a totally new fic featuring the travels of Strawberry and her companion in a timeline totally unrelated to this fic. This fic will have a new story not involving either character and will focus primarily on the Mane Six. With that out of the way, please enjoy!

Chapter 1

An eerie howl swept the chambers and corridors of the ship as the warp-engines began their cooldown phase.

As the echoes of the mysterious machines rattled the ship, a grey-clad Astartes reclined in his seat. “Another eventless jump. And there were no breaches in the gellar field during transit?”

“No, lord Harvestus.” muttered the kneeling serf at his feet. Behind his submissive figure, several tech-priests and other chapter serfs labored under flickering, fluorescent utility lights to prepare the ship for operations. Shudders and groans wracked the ship as arcane technological rituals were performed and dormant engines reawakened.

In a movement as swift as a bolter discharge, the Astartes arose from his seat. Dismissing the serf with a slight movement of his hand, he gazed around the bridge of the ship. Despite the low levels of light, he could see every last detail of the room, bustling as it was with chapter serfs, tech priests and several of his fellow Astartes. On the sides of the bridge were large panels of glass infused with virtually indestructible alloys drawn from the Imperium’s countless forge worlds.

Through them, he saw the black, inky miasma of space and felt emotions stirring deep within his chest. Outside of those very panels lay the entirety of the Imperium, as well as the holds and fortresses of its enemies. Within that sea swam many evil and dark creatures of outer space, unknown and unrecorded to the Imperium. His role was to forge his role amongst those serpents and sharks in order to make them know their master.

Pushing those thoughts away for the time being, he strode over to a rectangular metal outcrop in the center of the room, where two of his battle brothers stood in silent contemplation.

“Harvestus,” one of the figures spoke in greeting.

Harvestus nodded. “The venerable Siberion. I hope that the monotony of our travel has not dulled your lust for combat against the enemies of the Emperor.”

Siberion chuckled in a low voice that reverberated across the bridge, filling the recesses of the chamber. “If anything, it has grown tenfold. Boredom is the natural predecessor of battle.”

The third Astartes remained silent, staring at the deactivated data console.

“Redonia, you remain silent. Is something on your mind?” inquired Harvestus.

Redonia uncomfortably rolled his shoulders and clenched his hands, then relaxed them. “There is a feeling I cannot shake. That this will not be a routine cleaning of a xenos world.”

A note of concern flashed in the eyes of Harvestus. “It may be a warning of sorts. Perhaps you should speak to the Librarian.”

As the battle-brothers conversed, two tech-priests labored beneath the data console, their red cloaks shifting and bulging as long,metal arms emerged and retracted from their depths. Finally, the metal rectangle’s surface illuminated with criss-crossing strands of blue light. Redonia immediately reached out and began to weave his fingers through the interface. As he did so, a large, glowing orb appeared in the center of the rectangle, hovering some distance above it. Around it, smaller globes popped into being.

He shifted the smaller globes aside until he reached the one which lay fourth from the star. He cupped his hand around it in a contemplative moment, then twitched his index finger to produce a data display.

A large panel filled with numbers and characters of High Gothic script materialized to the left of the hologram. All of the Astartes present focused on the panel with an immediate, steely focus borne from a mix of curiosity and contempt.

“A xenos world.” uttered Harvestus in a low, emotionless tone. Siberion solemnly placed his hands behind his back and began to walk to the side of the display, his head never turning away from the display. It was a slow, measured walk; the pacing of a predator in consideration of its prey.

“This is it, then: XCFR-41, within the depths of the Halo Stars themselves.” Redonia spoke every word slowly and carefully, as if they were his last.

“Shall we devise a plan for assault?” spoke Siberion eagerly.

Before he could receive a response from his brothers, a sudden silence came over the Astartes. A feeling virtually unknown to soldiers as ancient and experienced in warfare as them had made itself known; the blight of unease.

Though he had not laid eyes on the sudden intruder, he knew his location before he spoke. “Harvestus, Siberion and Redonia”.

His brothers raised their heads to look into the eyes of the figure that towered above the Astartes. He was clad in black robes, every inch of his armor adorned in a dark paint that seemed to absorb the light around it, making it hard to discern the true extent of his physique. In the darkness of the ship’s bridge as it reawakened, his silhouette seemed to almost blend with the surrounding darkness, different angles of it elusively appearing and disappearing.

Harvestus nodded curtly, an informal gesture that disguised his intense discomfort in the presence of the giant. “Speak, Custodian.”

The Custodian raised an arm over the data console, dismissing the current display and summoning other information. “The threat this world poses is beyond the mere Carcharodons. It is beyond the capacity of any individual chapter to deal with. Is that comprehensible to you?”

All three Astartes nodded.

Crossing his arms, the Custodian continued to speak. “Your mission here is simply to conduct a survey of the planet, to see if our deep-space psyker detection units were mistaken in their observations. This is a process that will take time and is absolutely critical to our operations in this sector.”

“The source of these emissions,” he said, gesturing to a data panel, “must be uncovered. If proven correct, this planet contains enough raw psychic energy to potentially spawn a new Eye of Terror.”

“These are things known to us,” spoke Siberion in response. “What value is there in repeating known knowledge?”

“Your chapter was chosen for its speciality in eliminating exotic alien threats,” explained the Custodes. “However, that specialty has bred a bloodlust that is a detriment to more nuanced operations. In repeating myself, I remind you of the importance of biding your time, until it is time to strike.”

“Fine, then.” said Harvestus. “The tech-priests will deploy their long-range, satellite borne detection devices, so that we may know our enemy before we destroy it.”.

The Custodian nodded. “But if you bide your time in lust of battle and slaughter, then have no disappointment in either of your hearts, for both shall come in time.”

*****

A shudder ran down Twilight’s spine.

Crime was a rare occurrence in Equestria. Certainly, there were bizarre incidents involving magical anomalies and beasts of all kinds, but a criminal act was something very out of the ordinary. She racked her mind, trying to find some other way to classify what was in front of her, but she had nothing.

The student had come to her in the middle of the day. She was lounging about and reading a book on some overly complex magical topic when she had heard three sharp hoof knocks at her door half past three in the afternoon. A scraggly unicorn stallion had greeted her, offering a few coins for tutoring in the magical arts. In need of money and having nothing particularly better to do, she obliged.

What about him could have led to this series of events?

Her natural tendency towards questioning what was in front of her was at a loss. Where a stallion had been mere moments ago, there was now a busted window, a shattered table and a very rare missing volume on telekinetic magic. Making a mental note to not take toilet breaks with new students loitering around her library, she set outside into Ponyville.

*****

The day outside was as cold and empty as the spot on her bookshelf where her very valuable copy of Practical and Technical Applications of Telekinetic Magic once lay. She groaned, her hopes of spending a relaxing afternoon surrounded by her books vanishing in her exasperated respiration.

The first few ponies to cross her path were questioned as to the whereabouts of the scraggly stallion, who’s name she had never asked. Finally, a green-coated mare who’s name she still couldn’t remember gave her a name and address. After thanking her, she sat under a nearby tree in a spot where no snow had fallen and began to strategize.

If she approached the house of the scraggly stallion, who’s name was Brimstone, by herself then she may very well be trotting into a criminal den. Thoughts of well-muscled bulls and intimidating, snarling stallions filled her mind. In the midst of these antagonizers was the glowing prize of the book she wanted. First, the large, brown one with the nose ring would charge her.

He wouldn’t be much of a threat, she pondered. While she lacked a size advantage, any number of spells could easily dispatch him. Even if he was some kind of magical bull with the ability to resist her spells, she could easily run him through with her horn. In fact, if he was tall enough, she might even be easily able to bite or kick his-

“TWILIGHT!!”

Twilight whirled around with shock.

Pinkie Pie’s excited expression appeared before her face. “There’s a big, big, BIG problem going on!”

Twilight’s initial surprise transformed into a concerned curiosity. “What do you mean, Pinkie?”

Suddenly, Twilight noticed a small crowd of ponies following Pinkie Pie. “Who are they?”

One of the ponies spoke up, a middle aged earth pony. “My wife has...gone missing.”

Twilight hummed and muttered as she tried to put together an answer. “You’ve, um, told the police right? I mean, why come to-”

A purple pegasus spoke up next. “My brother just disappeared in a flash of light!”

That made Twilight’s ears perk up with surprise. “So, I can guess that all of you have had some kind of, well, problem, with ponies you know just vanishing, right?”

All of the ponies in the crowd nodded in agreement.

“Okay, well I’m very concerned for all of you and everything.” She tried to smile reassuringly, but nopony in the crowd returned the gesture. Cocking an eyebrow, she then asked “But why come to me for help?”

“Well, you get stuff done!” responded a pony in the crowd. “Remember when that dragon was going to kill us all? Or when that demon was going to annihilate our entire reality?” Or when-”

“Okay, I get it.” interrupted Twilight abruptly. It was a rude gesture, but it’s not as if she needed to be reminded or praised for her heroism. After all, she was a student first and a savior of Equestria second.

At least, that’s how she liked to see it.

A question suddenly popped up in her head. “Also, would any of you happen to know a male yellow unicorn with a scraggly mane and a book as his cutie mark?”

Her important question was met with blank stares. She sighed and gestured for the small crowd to follow her, then began to set out back to her treehouse. The missing book would have to be a secondary priority; in the end, the well-being and safety of the citizens of Ponyville was far more important than some silly, dusty old-

Okay, so she did really want her book back. But it would have to wait for quite a while…

*****

“Well, we got unicorns jus’ vanishin’ left and right all over town!” Applejack finished the remark with a dramatic slamming of her hooves on the surface of the table.
“I- well, I hope nopony is hurt or...dead...” said Fluttershy in a near whisper.

Rainbow Dash rolled her eyes and snorted. “C’mon Fluttershy, crap like this happens every week! It’s probably some evil wizard kidnapping ponies to turn them into mind slaves, or demons preparing to invade Equestria, or, I dunno, robots! Either way, we’re just gonna find it and kick its ass, like we always do.”

Twilight said nothing as the other ponies bickered, but simply looked at her friends as a thread of anxiety sowed itself into her heart. Even Applejack’s normally calm face was contorted into worry. Rarity nodded solemnly beside her while Rainbow Dash kicked back with her legs on the table and yawned. Fluttershy sat with a hoof on her chin and looked out the window, her blank expression hiding a mountain of worry. Only Pinkie Pie truly looked anything close to happy.

Twilight thought for a moment of how quickly Spike must have had to run around town to pull her friends together for this meeting in her library. If it was only a monster or some kind of magical tyrant coming to attack Ponyville, maybe she wouldn’t have been in such a hurry to get to the bottom of things. Monsters, aliens and magical beasts were something you could conceivably wrap your head around. They were just things to beat and once they had been dealt with, it really took no time for things to just go back to normal.

This had a different, more disturbing flavor to it than the other problems she had faced in her career as one of Equestria’s informal, undeclared heroes. It was more bizarre and personal than anything else she had been forced to deal with. At the same time, it gave her an answer to what had happened to the mysterious culprit from earlier.

Rather than a thief, in a town where crime was such a rarity, it was more likely that the unicorn was a victim of the vanishings. She felt a twinge of regret that she was peeing when she could have been witnessing an unexplained magical anomaly, but such was life.

There was also the personal element of the whole thing. Truly, there was nothing to save her from meeting the same fate as the other unicorns that had simply ceased to exist during the course of their daily activities. All of the reports did seem to show that those who vanished were very weak magic users, some having injuries to their horns that prevented a proper control of magic. That gave her a small measure of comfort.

Twilight looked at the written reports scattered across the round table which her and her friends were seated at. Many of them had been scrawled furiously and quickly by relatives grieving in the absence of their loved ones. Some of the letters had fresh marks from tears on them that had made the ink run down the page and blend together.

She moved her hoof through them slowly, brushing the reports around on the table. While the gesture accomplished nothing, it gave her time to think.

Her mind shifted to her astronomical research. The constellations in the skies far above Equestria weren’t completely accurate. The changes she had observed in them were so small and piddling that they were barely worthy of observation, but they were concerning nonetheless. There was an underlying correlation in the distortions that indicated to her that something was amiss in the ethereal plains beyond her home planet. She would need to observe further in order to pin down the possible sources of the inexplicable changes.

Slowly but surely, a web of explanation began to form in the depths of her mind. Strange disappearances and a sudden change in the constellations couldn’t be mere coincidence, she pondered.

Before she could begin to explain her thoughts to her concerned friends, Spike barged into the room. “Twilight, it’s a letter from Celestia!”

Everypony’s head in the room swiveled around to face him. In his claws was clutched a piece of parchment that had been furiously scrawled upon and hadn’t even been properly sealed. In a moment, it was torn open and its contents read aloud.

“Your presence at the Castle is requested immediately, for a briefing on extremely important matters. Do not concern yourself with transportation. Thank you for your time.”

“Huh,” said Rainbow Dash, “That’s really weird. She usually takes time to explain what mess the evils of the world made for us.” The pegasus scratched the back of her head in confusion. “Or at least leave a signature.”

“And don’t worry about transportation? Whatever could that mean?” asked Rarity with a distinct note of worry in her voice.

Their questions were cleared up as the scroll transformed into a circular, shimmering portal. Through the misty haze that obscured the other side, the six ponies could see the interior of the Canterlot royal castle.

They trotted through the portal one-by-one to whatever fate lay on the other side.

Chapter 2

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 3

She who loved jewels was tumbling through the depths of a kaleidoscope, precious gemstones of every kind glittered from the nonsensical chaos of her surroundings. Diamonds, emerald and rubies flashed in and out of her perception as a tornado wrought of pure sound and sensation washed over her senses, enrapturing her and terrifying her to the very core of her being, everything that made her a pony hanging in a tenuous, indecisive, quantum juxtaposition. She was solid, she was light, she was fearful, she was joyous, she was amazed, she was terrified, she was…

She struggled to remember her name as the solid parts of her body finally vanished into the void that came from nowhere to eat her. Her legs, flanks, cutie mark, memories of childhood, memories of friendship, memories of the Carousel Boutique, memories of golden evenings and cherry sunrises, memories of dragons and princesses and castles in a place called, what was it now, Equestria, evaporated from her mind. Her eyes were all that remained and a mouth, a mouth that howled in confusion, and there was Twilight beside her, not Twilight as a pony but as something else entirely, a confused blob of energy as lost as she was. It was drifting away and in its absence she was so cold and lonely and she reached for it, but the more she reached the further away it went, until it was just her and herself in an eternal infinity of swirling, shrieking rainbows…

*****

Rarity awoke with a start and gagged.

She blinked furiously under sudden, harsh light, struggling to remember her circumstances. Details and facts trickled back into her mind; the spaceships, the disappearances that had swept over Equestria and finally the nature of her mission.

Before she could even see properly, she cried out for her friend. The call went unanswered and she repeated it several times. Twilight failed to respond and in fear that she was unconscious, or had died during the course of their travels, Rarity tried to force her eyes open. Though her vision was blurry, she could perceive her surroundings well enough.

Above her was a massive icon of a double-headed eagle rendered in brass. She drew a slow, sharp breath in respectful surprise. It was a symbol that she knew to be totally alien to the land of Equestria, perhaps the political symbol of aliens, or something else entirely beyond her perception. One of the heads of the eagle was shrouded in a hood while the other gazed gallantly into the distance. Its wings spread widely to cover the rest of the wall. Under the display were scrawlings in a strange language she had never seen before.

The only lights in the room were murky, green emissions coming from illuminated bars on the ceiling and floor. Strange mists emerged periodically from grates on the floor and esoteric humming and beeping rang out from panels embedded within the wall. The flooring, walls and ceiling were made of some dark, grey metal that reflected no light and added to the darkness of the chamber. Creaks and groans from some unknown, titanic origin would emanate periodically and they chilled Rarity to her core.

She could not have felt more utterly out of place. The perfume that she had worn the morning before the teleportation was no longer a delightful fragrance, but something which made her feel exposed and vulnerable. Additionally, her white fur felt like a disadvantage in the dark interior of the ship. The spooked mare resolved to cleanse herself of it as soon as she could find a faucet of water, or a bathroom. She then shifted about uncomfortably as she realized her bladder was full and wondered just how long she had been unconscious for.

Rarity wracked her mind as she tried to create objectives for herself. First, she needed to escape the room. Of course, finding Twilight was her main priority, before she could concern herself with anything at all. She looked about the room and suddenly grimaced as a jet of mist emerged from nowhere to warm her face. A large rectangle on one side of the wall had a wheel emerging from it and stood out as the only possible exit from the chamber.

Her jaw dropped as she saw how far the wheel lay out of her reach. She struggled to remember the basics of telekinesis and then it came back to her. A cloud of blue magic drifted from her horn to the wheel and she turned it several times until there was a clinking of locks. With a groan, the door swung open.

The opening it led to was so vast that she couldn’t see its end. She stood on a balcony overlooking a vast field of bizarre geometric shapes humming with mysterious energy. As her eyes trailed upwards, she saw what appeared to be glass panels in the ceiling that showed nothing but murky blackness extending outwards into forever. The alien scene was illuminated by several globes of light suspended from the ceiling and in their murky glow, she could see metal beings moving back and forth as they serviced the mysterious machines.

At once, the sound of metal striking metal rang out from her side. She turned around and very nearly fainted on the spot.

The shambling hulk was a bizarre fusion of metal and flesh. Its legs were entirely clad in metal plates that had been fused into its scarred flesh. What few patches of its body weren’t covered in metal were studded with pipes and bits of circuitry that jutted outwards, sending blue sparks cascading into the air every few moments. Its head bore only a few scraggly, greyed hairs and one of its eyes had been replaced with a metal rectangle that bore a red sphere within its center.

It shambled towards Rarity on two legs and she froze as she thought of a way to combat the monstrosity. To her relief, it strode past her as if she didn’t exist and vanished in the gloomy haze of the gigantic chamber.

Rarity paused for a moment as she decided about her next course of action. She could talk to the metal creatures that worked on the engines and perhaps gather some knowledge on her whereabouts from them. Alternatively, she could seek out the captain of this strange vessel and demand an explanation as to what was going on. However, both possibilities led to a high probability of her capture and she still had no way of knowing if these aliens were good or evil.

She began to walk and stopped to regain her balance as a tremor shook the ship. Walking at a light trot, she rounded a corner that led off the balcony and into a smaller hallway.

Most importantly, it took her face to face with another one of the aliens.

This alien didn’t have the same metal fittings as the other one. Most of its body was as fleshy as her own, albeit hairless and it had dressed itself in grey robes that struck Rarity’s fancy. From its side hung a multitude of chains, a series of tools and what Rarity presumed to be a large gun.

It froze and opened its jaw to reveal a set of blunted, white teeth and its eyes widened.

“Hello there,” said a cautious Rarity. “You know, your outfit is quite marvelous.”

The creature looked about in a panicked fervor and responded in a strange language that she had no ability to understand. Before she could muster a response, the creature had grabbed her and shrouded her in its robes. As best as she could tell, the alien was pressing her against the center of its torso and running in a dead sprint to some unknown location.

Rarity prayed to Celestia that she wasn’t being taken to her doom.

After what felt like several minutes of running and a descent down an elevator, the creature retrieved her from its robes. She was hastily deposited on the floor in another dark, musty room brimming with arcane technologies.

The alien spoke to her rapidly in the same language which she couldn’t understand and she responded confusedly in her native tongue. It shook its head in frustration and then began to tamper with one of the panels on the wall.

After some time, it dislodged the panel to reveal a small series of metal boxes in an alcove. It drew two masks from the box and placed one over its own face.

Rarity was shocked to understand its words for the first time. “Heralded one, I am Serf Gregous Markus.”

She began to reply, but the mask was quickly thrust over her own face.

“Um, hello Markus, my name is Rarity.” When she spoke, she recoiled upon realizing that she couldn’t understand her own words, but then realized they were likely being converted into the language of the alien.

The impact of the moment struck her and she nearly fell flat on her flanks. This was the first time in Equestrian history that anypony had contacted something not just from another realm, but from another world entirely. She began to sympathize with Twilight’s generally intense intellectual curiosity for a moment as possibilities bubbled into her mind.

Markus spoke to her in a low, rapid tone of voice that was distorted by static feedback from the mask. “Your arrival has been predicted by great visions given to me and several other serfs by greater powers. In heeding them, we commit heresy against the Imperium and indeed even the Emperor himself, but if we are to know true freedom and vengeance for our families then we must hold true to their word.”

The Emperor? Heresy? Serfs? Each one of the alien’s words sent cascades of questions rocking throughout her mind.

Most importantly, what in the world was that shade of grey on his robes? It was just the perfect hue and the tone was simply impeccable in how well it blended with the rest of the fabric. If the rest of their fashion was as tasteful as Markus’s robes, then Rarity could see herself getting along quite well with these mysterious visitors.

She meant to ask about the robes, but the serf spoke before her. “Our masters are cruel beyond your understanding, Heralded. Evil giants with blackened eyes that claim to fight in the Emperor’s name, but show neither grace nor mercy in the field of battle.”

“Excuse me for interrupting, but why do you insist on calling me the...Heralded one, isn’t it?” she interjected.

Markus closed his eyes as if recalling a distant, half-forgotten memory. “We are the Servants of the Heralded. On our home planet, two equine goddesses were worshipped by our population, the Ladies of Day and Night. All was tranquil there, until the arrival of the Carcharodons.”

He clenched his jaw in anger and relaxed it to continue speaking. “They came not to punish us for failure to worship the Emperor, but to execute their...red tithe. Those of us who resisted were put to the chainsword, but those who surrendered were taken away to be slaves on their starships.”

Markus’s robes had totally left Rarity’s mind in light of the new revelations she had just heard. Her chest was near bursting with the desire to report these findings back to Twilight and Celestia, but she didn’t dare to interrupt the ravings of the apparent cultist.

“But the visions given to us by our Goddesses did not cease, even in the depths of our slavery to the Carcharodons. Those of us foolish enough to reveal their dreamings were torn asunder in the depths of dark waters, but we have bided our time. And with great reward!” A disconcerting smile spread across his face. “We now orbit the Promised Place, the very planet of the Goddesses and one of her servants speaks to me now. Our liberation is surely not far off.”

“This planet you call the Promised Place...is it in danger?” inquired Rarity.

Her question was met with a loud outburst of laughter from Markus. “In danger? Why, they wish to send it back to the warp entirely. Even now, there are rumors of the preparation of an Exterminatus.”

Exterminatus.

Though she lacked the education to understand the implications of the word, its mere mention made her hairs stand on end. Small tremors of anxiety ran over her body, through her heart and into the depths of her mind. Thoughts of everypony she knew, everything she loved, bursting into flames and dying horribly sprung from the darkest places within her mind. All of her anxieties and fears about the mission seemed to be coming true all at once.

“This exterminatus, how would we go about stopping it?” hurriedly inquired Rarity.

Markus cackled. “First, we must meet with my brethren, who have gathered in a secret place. Then we must exit this vessel and seek our fate in the Promised Place, where the Goddesses shall surely come to our aid and make everything right for us. ”

A suspicious gleam suddenly shone in the eyes of Markus. “Tell me, is it true that the Goddesses grant immortality to their most loyal followers?

Rarity froze up, unsure of what to say. Whatever mysterious entities had granted him these visions clearly weren’t telling the entire truth. Either way, the entire thing was far above her paygrade and she yearned for Twilight’s expertise.

“Oh,” asked Rarity. “Have you found another pony-I mean, member of my race? We’re called ponies, by the way.” She gave a smile that wasn’t returned.

“Perhaps my brothers have, but I don’t know.” replied the serf-cultist in his usual low, growly tone. He returned to the metal boxes and began to sift through them.

‘Wait,” said Rarity. “Can you tell me more about your race?”

“Here is a simple introduction,” said Markus and he drew a large breath.

He began his tale in a gravely voice. “For more than a hundred centuries The Emperor has sat immobile on the Golden Throne of Earth. He is the Master of Mankind by the will of the gods, and master of a million worlds by the might of his inexhaustible armies...”

The man’s explanation of the human condition trailed on for what seemed like an hour of crazed, frantic rambling. When it finished, Rarity had no words. If the tale wasn’t the mere fantasy of a madman, the situation facing her race was more dire then she ever could have imagined.

The man turned from her to continue his fumbling after she had stood silent for several moments. After a few minutes, he withdrew a hexagonal device bulging with wires. “This is archeotech, older than even this vessel. It will allow its wielder invisibility even to psykers who can normally penetrate the shielding of these devices with their warp-gazes.”

Though Rarity failed to understand most of the words, she caught the general gist of the device’s purpose.

In a matter of moments, the invisibility device was attached to her by means of ropes Markus had stored in his boxes. He pressed a button on the front of the panel and Rarity let out a yelp. For the first time in her life, she could no longer see her muzzle or her bangs hanging in front of her face. She looked to the ground and was further shaken that her legs had vanished into thin air.

It took a concentrated burst of mental energy to free herself from shock at how surreal it was to be invisible. Once she had overcome that, Markus gestured for her to follow him from the chamber and out into the interior of the ship. She stepped through the doorway that had been opened for her and hurriedly began to trot behind him.

*****

The aliens had a peculiar predilection to shark-themed decor, realized Rarity as they rushed through the bowels of the ship. Many of the doorways were not simply square or rectangular portals, but were clearly carved into the shapes of mouths bearing many teeth. There were banners and posters on the walls bearing images of a shark facing to the left, its tail pulled close to its head. In some sections of the wall, there were sizeable glass panels that gave sight to endless gallons of murky, black water. Even the few and elusive glances she could afford to spare them filled her with dread.

The other aliens, which she now knew to be ‘men’, were either silent half-flesh, half-metal monstrosities like the first man she had encountered, or they were clad in grey robes emblazoned with the shark insignia. They mostly hurried past with few words to say to Markus.

Finally, they reached another chamber, this one underneath a giant metal box that glowed with bizarre green electricity. A hidden, sliding door led to a stairway circling down into the unknown. Rarity and Markus rapidly descended down it until they had reached a small room filled with candles and several other serf-cultists.

In the center of the room were stone carvings of two alicorns that Rarity immediately recognized as Celestia and Luna. Around them were six gemstones fashioned into the shapes of the elements of harmony. A few of the serf-cultists bowed in worship to the statues while others polished guns with long barrels and sharpened knives on small whetstones.

A more bizarre sight diverted Rarity’s attention. It seemed to be an intricately detailed statue carved from a mixture of metal and stone, its head rendered into the shape of a helmet with a menacing triangular outcropping for a mouth. Its length was many times that of Rarity. On the back of the statue was a backpack of sorts that ended in two large cylinders that emerged sideways from the top. Glowing purple chains surrounded its body and periodically it almost seemed to shudder as if it had come to life.

Before Rarity could ask about it, Markus made a loud announcement. “Followers of the Goddesses Divine, I present to you an apostle!” he dramatically roared, throwing his arms in the air. As he did so, he leaned down to deactivate Rarity’s cloaking device.

All of the cultists in the room stopped what they were doing. Some began to weep and others bowed before her as if to worship her. The display made Rarity feel both flattered and intensely uncomfortable. A number of the cultists approached her and began to stroke her mane. One of them placed a necklace fashioned from small, earth toned beads around her neck.

She recoiled as the necklace left streaks of blood on her white fur.

“W-wha-” she uttered, kicking the gory jewellery across the room in shock. It burst into pieces against a wall.

Then she saw the source of the blood.

Twilight lay unconscious in a corner, breathing slowly. The cultists had seemingly made small cuts along her side and flanks, rubbing the blood into their jewellery and knives. Rarity galloped across the room to her slumbering friend.

“Rarity…” muttered Twilight, opening one eye as her friend approached. “I can’t…can’t find her...” Her words were slow to come out and it sounded as if pronouncing them was causing her pain.

‘Darling, you mean the tether?” asked Rarity in a panic.

“No...I can’t...find…” Twilight tried to speak, but couldn’t finish her sentence before shutting her eyes again.

“What. Did. You. Do. To. Her.” snarled Rarity as she turned towards the cultists with bared teeth. A sudden rage coursed through her and her heart began to beat furiously.

A serf-cultist stepped forwards to answer her with raised hands. “We did nothing; in fact, she arrived in this condition.”

Rarity said nothing and took her friend in her legs. Twilight opened her eyes halfway and then they fully opened in surprise.

“I thought you were dead.” uttered Twilight in a weak voice. “We spent a day…” she paused to cough. “...trying to find you.” She shut her eyes again.

“Well, was the crew of this ship able to help you?” asked a worried Rarity.

“No, they’re mostly horrible, terrible monsters…” Twilight lightly chuckled. “Not very resistant to magic.”

“Already, she has disabled one of their number, though rumor speaks of a shiver that searches for us even now.” bellowed a serf-cultist from somewhere in the room. Even as he spoke, Rarity heard a loud series of thundering footsteps echoing from just outside of the chamber. They passed over where the group lay in hiding and stormed off into the distance.

“We must transport the captured Astartes and the sacred apostles to the surface of the planet,” said a serf-cultist. “The hangar does not lie far from here, but we must go quickly. I will retrieve the cart.” The serf-cultist scampered up the stairs and slammed the door.

The rest of the serf-cultists began to huddle and murmur amongst themselves. Rarity ignored them and went to Twilight’s side. “Twilight,” she asked as she gently shaked her friend. “How badly are you hurt?”

Her friend awoke to speak to her. “I’m not hurt, just really, really-” She paused for a large yawn. “Tired. I’ve been here for four days straight with no time for sleeping. When I teleported in, I was at one end of the ship and we had to get all the way-”

Twilight fell asleep mid-sentence. She dozed for a little bit before waking back up to finish her tale. “Yeah, anyways, all the way across the ship. It took three days, Rarity. I can’t even begin to explain how they’re technologically capable of manufacturing spaceborne vessels of this size.”

Rarity paused to think about it. How would one go about with building a ship this big, anyways? Or launching it into the air? Not to mention coordinating the interior decorations and making sure all the outer colors matched. Just the thought of such a logistical decor nightmare shivered her very soul.

Before their conversation could continue, a metal clang announced the opening of the hideout door. “Brothers, I have procured the cart!”

Markus stood up and nodded. “Those of us who have deigned to stay aboard to aid in our escape, please do so. Those of us who are leaving, please proceed upstairs.” At his word, the group of serf-cultists separated evenly into two groups. Rarity and Twilight, the restrained Astartes floating at their side, hurried up the steps.

Awaiting them was a strange metal vehicle. Its wheels towered over Rarity and even the men. On its side was painted the same shark symbol that seemed so common throughout the ship. Comically, a shark fin adorned the top. She noted a bed on the back large enough for the group to fit inside and was the first to clamber in. Twilight, the captured Astartes levitated at her side, joined her and then the serf-cultists climbed aboard.

The serf-cultists drew guns hidden beneath their cloaks and other devices Rarity didn’t recognize. They were small, circular metal objects adorned with skulls on the sides. Small metal rings swung about from their tops. One of the cultists tried to hand her a gun only to realize she had no hands to grasp it. He looked perplexed for a moment and then laid the gun before her hooves. She thought about it for a brief moment and then used her telekinesis to float the gun to her side.

When she used her telekinesis, small noises of surprise swept over the cultists. They raised their hands into the cloud of blue magic that sprung from her horn and uttered prayers of surprise and reverence.

Smiling at their adoration, she thought back to an apple-cider filled summer where Applejack had shown her how to operate the family shotgun.

“And when yew pull down on th’ trigger, it goes BOOM!” said her memory of her friend.

She aimed the gun at a wall to test it, lightly squeezing down on the trigger. The ensuing cacophony nearly rendered her deaf and the blinding flash of light that emerged from the barrel left stars in her eyes. When she regained her hearing, the laughter of the serf-cultists met her ears.

“Save that for the Astartes!” guffawed one of their number.

Before she could respond to the joke, the cart sputtered to life and they began to crawl through the ship.

*****

The cart wheeled around the corner as bullets sparked off its surface.

It hadn’t taken them long to find trouble, but when they did, it came in troves. Security personnel rushed from every end of the ship to close in on the escaping cultists and xenos, the barrels of their guns blazing furiously.

The inert body of the Astartes had become Twilight’s telekinetic shield. Whenever a rocket or other large projectile howled its way from some rocket launcher or bolter, his body would be moved to block it with the last of Twilight’s energy, to the shocked and offended howling of the serfs that attacked them. It seemed that no matter how large or how deadly the weapon, the armor of the Astartes was impenetrable to everything.

Rarity trembled in the bed of the cart, her hooves placed firmly over her head and her eyes shut tightly.

She knew people were dying just outside of her perception. Perhaps she didn’t know exactly what they were, but creatures that breathed, laughed and loved as she did were losing their lives left and right. From what she knew of the effects of a shotgun on inanimate watermelons and trees, the carnage outside was surely more than she could handle.

And there was the smell.

Scents of blood, smoke, urine and a thousand more foul things crept into her nostrils and already she had been brought to vomiting on more than one occasion. It was a terror greater than anything she had been subject to before or since. In the fights she had experienced back in the fairy tale land of Equestria, nothing truly died. Perhaps a monster would be banished, or fall off a ledge into some unseen darkness far below, but the sight of intestines and flowing blood was utterly alien to her.

The human’s face appeared suddenly from over the edge of the cart.

She knew from the furious look in his eyes and the knife clenched in his dark-skinned hand that he was coming to kill her. Still, she could not bring herself to do the obvious thing and use her gun against him. From somewhere outside of herself, she numbly watched as the intruder boarded the cart, panting furiously.

The man immediately turned his anger towards her friend. He crossed the length of the bed unmolested, as the rest of the cultists were too busy engaging the crowds of security teams that assailed them from every angle. With raw fury and hate burning in its eyes, he raised his dagger over Twilight’s helpless form.

“Do it.” came a sudden voice from nowhere.

It was as if a thousand gates inside of her heart had been opened to release the frightening whispering that now poured into her skull.

“Save your friend,” suggested another voice, this one seemingly emerging from above her. When she went to look, nothing was there.

“H-how do I help her?” she asked the voices in a quivering tone.

“Let us take control. Just for a minute, a fraction of a second and all will be well.” The promises of the voices were too comforting for her to resist

Rarity shut her eyes in obedience and suddenly everything that made her a pony, everything that made her Rarity, felt as if it was being shoved into a box deep inside her heart. Her consciousness left her and she fell into a slumber deeper than any she had ever known.

When her eyes opened, the head of the man was no more.

Smoke coiled from the barrel of Rarity’s gun. The man raised a quivering hand to his face, to find that his jaw was gone into another realm. A visceral howl emerged from the wreck that his face had become and tears of pain and anger poured from his eyes. He flopped to the deck as blood streamed from his ears, his eyes and the wreck of his mouth. On the bed of the cart he breathed his last and died.

She expected to uselessly start crying, but she could feel nothing inside her mind. It was as if a blanket of snow had descended over her emotions and she felt a cold, terrifying nothingness that crept from her heart into the rest of her body. Her fear gone, she leaned over the edge of the cart and joined the rest of the cultists in their frantic defense.

The gun offered surprisingly little recoil as she fired. There was neither passion nor disgust in her heart as the horrible sound of the gun deafened her ears. She saw her bullets strike down another man and he collapsed silently to the ground as the back of his head was vaporized by her shot.

The number of men assaulting their cart was absolutely overwhelming. Dozens poured in from every entryway into the tunnel they furiously drove through, discharging enough weapons to fill the air with indescribable, ear-piercing noise. The cultists aboard the cart, if they weren’t dead already, were quickly becoming overwhelmed by the onslaught.

Her gun was soon bled of its ammunition. With a blank face, she pulled a clicking trigger, her jaw slightly agape.

Suddenly, a massive beast of a creature emerged from a doorway. It was more a statue come to life than a human or anything else she recognized. She realized suddenly that she did have a point of reference for the behemoth; the enemy wrapped in chains that psychically floated above her.

Before she could react, the voices screamed in her ear louder than they ever had before.
“ASTARTES!” they roared with the power of a thousand throats behind them.

A buzzing had started in the back of her head that was more than the vibrations from the fighting around her; it was an anger more pure than anything she had felt before.

She reached out with a telekinesis stronger than she thought she ever could have produced.

The Astartes was her first target. Its helmet was ripped from its armor and the sight of its snarling, hairless face and black eyes nearly caused her to empty her bladder.

“SIBERION!” she suddenly howled in a voice that was not her own. Her teeth quaked from the passage of the tremendous sound from her throat and blood trickled from her nostrils.

At once, she reached out with magic stronger than any she had ever produced before. As it left her horn, it took on a menacing red color, intertwined with black strands of writhing energy. The magical tentacle collided with Siberion’s chestplate and shoved him deep into the corridor he had come from.

Her wrath was directed next to the serfs who hadn’t already fled. Eyes melted into jelly and flowed from the eyesockets of screaming, terrified men as her psychic wrath made itself known. Their guns were bent into nonsensical shapes of twisted, useless metal. Some of their heads expanded rapidly like balloons and exploded into chunks of skull, teeth and brains that shot out and killed the men beside them with the shrapnel.

They threw down their weapons, begging for their lives before Rarity, but the powers within her spared not a single soul that stood against her.

The serf-cultists had stopped firing their guns and bowed down on the bed of the cart in terrified worship. “Oh, holy Apostle of the Goddess,” they cried, tears of terror and reverence running down their faces. “Spare us your wrath, holy one, great one of Celestia!”

As they pleaded for their lives, a rocket shot out from a hidden place. Rarity grabbed it with a telekinetic field and flung it back towards its attacker, sending a spray of metal and gore spraying across the opening the cart was traveling through.

Another security team emerged from a nearby doorway. They discharged stubbers at the cart, only for their shots to be blocked as Twilight swung the Astartes over to absorb them into his armor.

Rarity reached out to the men with blue, psychic tendrils that poured quickly from her horn. The first man she seized had his throat torn out and he collapsed to the floor, writhing in pain. The other members of the squad dropped their weapons and tried to flee, only for their spines to snap like twigs.

One of them survived, inert in shock amidst the remains of his squad. He drew a pistol from his belt and dropped it as the bones in his hand were crushed.

Rarity tried to feel something, anything, as she raised the human up into the air.

“HELP ME,” he screamed, sobbing from fear. “SOMEBODY HELP ME! I-”

Rarity psychically enshrouded his femur and crushed it with a small smile on her face. The man howled and continued to cry out in pain.

“I DON’T WANT TO FIGHT ANYMORE!” he yelled between panicked sobs. “EMPEROR HELP ME, SOMEB-”

Before he could finish his words, his arms were torn from his body and his head lifelessly fell back with his jaw agape. Rarity crumpled his corpse into a small ball and crushed it into a compacted mess of blood, bones and organs.

She stood still for a moment and raised trembling hooves soaked in blood to her face.

“What did I…” she wondered aloud to nopony in particular.

She then felt something she had never felt before and never thought she would feel; the presence of wings at her side. They extended all the way out and for a moment she rose into the air like a bird, hovering over the carnage she had caused. Just as suddenly, she collapsed and all went black as she passed into the mercy of unconsciousness once again.

*****

Rarity’s cutie mark stood out on her flank like a child lost in a sea of gore.

Twilight almost vomited from the memories. Men having their arms, heads and legs ripped off in a terrible tornado of telekinetic magic. Oceans of blood, organs and intestines emerging from stomachs that had been gouged out by an evil magical force. Surrendering, sobbing and helpless humans being flayed alive while screaming for their loved ones.

How had Rarity done this?

Every memory that Twilight had of the mare ran through her head. Spike’s crush on her, the generosity she always managed to afford to her friends, her haughty demeanor that Twilight thought to mask a heart of gold.

Had all of that been a thin mask that hid the white rage of an absolute monster?

She struggled to keep from fainting from a mixture of tiredness and shock at the events that had just transpired.

But no matter what, Rarity was her friend. No matter who she hurt, no matter what she did, Twilight knew that she had done it all to protect her in one of the most perilous moments of her life.

“Evil little bitch.” whispered a voice.

Twilight whirled around to her left to see nothing.

“They begged for their lives. Their wives, sisters, brothers, will never again see them.” said the voice again.

Twilight knew that the voices were likely a psychotic break stemming from the trauma that she had just experienced, yet she couldn’t deny an uncanny reality in the way they filled the room. They eerily seemed to be more than just a mere hallucination to her.

“What are you?” she asked the voices.

“Truth”, replied the voice. “Look at how many she hurt and killed. What made the humans different from ponies? She is no longer your friend, but an evil liar.”

Twilight couldn’t muster a response. Deep in her heart, she now felt that the voices were speaking a basic truth to her. Raritywasno longer the pony she had known and loved over their years of friendship, butsomething else entirely. Something cruel, cold and absolutely ruthless when pushed too far over the brink.

More interestingly, Rarity was no longer a unicorn, but had suddenly evolved into an alicorn. She was somehow more beautiful than she had been even as she lay in a pool of gore and viscera. Her flanks curved at angles that seemed impossibly attractive and Twilight shuddered to imagine how a stallion would react to the sight. The color of her fur had been enhanced somehow and even through the gore that stained them, it radiated with absolute beauty.

A quick glance under her eyelids showed that the color of her eyes had been transformed into red.

“A stress-based magical mutation,” said the voice again.

“What are you?” asked Twilight. Though she didn’t know the origin of the voices, she couldn’t help but agree with their every word.

They gave her no response.

Dismissing the voices as some temporary psychotic hallucination, she struggled to maintain the psychic prison in which she had trapped the Astartes. She knew if her eyes fell asleep and took her into slumber that all would be lost.

Her vision faded for a moment and then her eyes snapped back open.

She remembered a spell taught to her by an expert sorcerer back at Canterlot. Though he had never intended for Twilight to use the spell and had taught it to her for strictly educational purposes, she saw a clear application for it before her.

Her horn glowed as she touched it against the forehead of the Astartes. He writhed in his bindings and uttered curses against her through his helmet, but it did nothing to stop the flow of magic into his head. Trails of purple energy streamed from chinks and holes in the helmet into Twilight’s horn and gathered in a large ball of energy that was vacuumed rapidly into Twilight’s own reserves of magic.

“Memory drain”, she thought with a shudder.

It was an evil spell commonly labeled as ‘black magic’. When used, it would absorb the memories of its victim, putting them into a state of severe amnesia. Only the original user of the spell could return the stolen memories through physical touch. The concept of it was ghastly, but in times as dire as these, she knew she had to do what was required of her.

Yawning, she turned her attention to the past few moments to escape her drowsiness. The spaceship they had made their escape in was far smaller than the ship it was docked in, but still quite prodigious in size. After a moment of recollection, the name came to Twilight; Stormbird. It consisted of a large rectangle with airplane-like wings fixed to the side. Once inside, she attempted to activate the tether Celestia had provided her with.

Unfortunately, while it brought them from the inside of the larger ship into orbit around her home-world, they had no way to teleport all the way back to Equestria and were forced to fly manually. Twilight noted this to be a previously unknown effect of the psychic shield; while it allowed teleportation through its front, teleporting back through was an impossibility, it seemed.

Their ship was on a rapid, downwards trajectory towards the planet. While the shield was capable of blocking large projectiles, both magical and physical, a craft as small as a Stormbird could easily slip through.

Its speed absolutely blew Twilight’s mind. They were traveling at least as fast as Rainbow Dash when she was engaged in one of her legendary Sonic Rainbooms, judging by her trigonometric calculations as they passed over her planet.

There was a single, small window in the cockpit that Twilight was able to look through as she gave instructions to the pilot. The rest of the ship was a mechanical hell of instruments, engine components and weapons that she hadn’t the slightest inkling of how to operate. There was something marvelous in its complexity, so much undiscovered mechanical knowledge laden within the spacecraft that would surely be of great help to Equestria’s industries once they returned to her home country.

She watched in awe as the oceans raced under her craft. There was a half-second flash of a sandy, white beach before the landscape disappeared for a second into lush rainforests and jungles. She recognized it was Zebrica; the land of the Zebra empire. Large, wooden towers so high they threatened to scrape the bottom of the Stormbird were visible for a fraction of a second as they whizzed by.

Those marvelous constructs led into a white desert that stretched for a minute or two; the Scorched Land that was the remnant of the 3rd Draconic War that had raged across the planet so many centuries ago, only ended by pony intervention. Ruined castles and strongholds stuck out from the skeletal remains of forests, reduced to stark, sandy pillars of wood that jutted like broken teeth from the barren landscape.

The monotonous rocking of the craft and the gentle pulsation of lights from the window were luring Twilight into a deep sleep. Though she tried to resist, with a final yawn, she passed into slumber.

In her slumber, the psychic prison of the Astartes vanished.

He groggily stood up and let out a yawn. The serf-cultists in the Stormbird’s compartment with him began to cry out and backed away from him. The Astartes looked at them curiously, his lips parting to ask a question.

Before he could speak, one of them raised a weapon and shot him with it, striking his helmet and deforming it.

Fearfully casting his broken helmet aside, the Astartes threw himself into the door of the Starbird and successfully knocked it open, soaring out into the skies far above Equestria.

As the serf-cultists looked on in shock, he fell down into the landscape below, vanishing amidst the sprawling landscape of forests and mountains.