//------------------------------//
// Ulaisse 
// Story: Black Horizons 
// by SFaccountant 
//------------------------------//

Black Horizons
By SFaccountant

Chapter 6
Ulaisse





Thunderhawk Unit 6

“Ulaisse’s primary hive structure is here: the hive city complex Adrast. It’s a massive military and governance structure used to train and house the system’s main army and service its war machines, as well as providing extravagant services and living space for the system’s elite. In the center of the hive is the Governor’s palace, which sits atop the delta spire. The spire, and the vaults in the understructure, maintains all the machinery, personnel, and records necessary to administer the rest of the Gessheim system. The hive exterior is protected by a series of palisade walls, with the outermost rings hosting much of the military facilities. Launch facilities host thousands of trans-atmospheric aerial craft, and at any time the capital hosts at least two MILLION troops ready for rapid deployment. It’s no wonder the Iron Warriors don’t want to take a shot at this place.”

Twilight sat in front of a small tactical hololith glittering with shifting data screed. The other ponies of Equinought Squadron watched with varying degrees of fascination; Rarity looked entranced, while Rainbow Dash was constantly glancing about the cabin impatiently. Serith sat at the far side of the transportation bay, perusing the tome he carried on his person at all times.

“On the contrary, I’m sure there are many Iron Warriors that dearly wish to try an assault on such a bastion.” Serith didn’t look up from his book as he spoke. “The Warsmiths of other armies pride themselves on defeating the mightiest of enemy defenses. It is our Company alone of the Iron Warriors that hesitates in the face of these bulwarks. Not out of cowardice, granted; such efforts are simply too inefficient.”

Twilight waited politely for him to finish, and then adjusted the hololith to zoom in on a particular section of the outer ring of the city. “Here’s the engine yards. We don’t have a good picture of the interior from our intelligence because of the classification level, but this is where they keep the Titans.”

“Those’re like the human version o’ Gargants, right?” Applejack asked.

“Exactly! Super-heavy war machines the size of buildings, with large enough weapons and heavy enough armor to defeat any conventional battlefield threat. You might remember seeing them in the background during some of our training matches,” Twilight continued. “Really, with the sheer degree of grounded military power Ulaisse has, we’re very lucky they don’t have a more substantial system patrol fleet. Our troops would be in trouble if they could reinforce the other planets.”

“But instead all those soldiers are stuck on the system Capital. Where we’re going,” Rarity sighed. “I don’t suppose there’s anything to know about this world other than the obscenely large military, is there?”

“Yes, actually!” Twilight adjusted the hololith again, zooming out until the hive city was a small cylinder in the middle of the projection. “As the rest of the planet has been mostly abandoned as far as heavy development is concerned, there’s a number of paradise resorts, wilderness training parks, and private forest villas that surround the hive and stretch out into the surrounding areas. These places are unfortified, but easy to abandon quickly to an invading force. Judging from some of the materials we found on Eschel, they also host quite a few smuggling routes, what with the vast degree of wealth and the distinct lack of the kind of heavy security one finds in the hive city.”

“What does ANY of this have to do with our mission?” Trixie demanded, fighting back a yawn.

“Well… nothing. Probably,” Twilight admitted. “But we have a lot of time until we land, so I thought it would be best to go over the world’s profile. You never know!”

“It’d be nice if we had anythin’ on the place we’re goin’ rather than the cities,” Applejack grunted.

“It would. But the station logs we’ve ripped so far didn’t have any information on the abandoned hive construction on Ulaisse. They didn’t even seem to acknowledge they’re there. Unhelpful, although I’m glad there’s so little attention paid to the ruins if we’re headed in there.” Twilight tapped the hololith, shifting the view from one section of Adrast to the next. “The only other thing that came up that I think we should be wary of is a minor Ork presence on Ulaisse. Thanks to the occasional invasions, the military forces on the moon have to do constant patrols and search & destroy missions to annihilate any Orks they can find before they can form a substantial warband. It makes for good training, apparently.”

“Ugh…” Rainbow Dash was facing the wall of the hold, her forehead pressed up against the plating and her ears flattened miserably. “Why is this taking so LONG? We’ve been flying for hours and we’re not even in orbit yet!”

“It’s a long distance, darling,” Rarity reassured her. “The fleet can’t get close to the moon because of its weapons, so we had to take off quite a ways out.”

“Lady Rarity is correct,” Serith said, turning a page in his book. “In addition, the vehicle is cloaked. This is critical to infiltrate the enemy airspace. The engine heat from an increased acceleration would give us away to enemy augurs. We must approach slowly and carefully.”

Rainbow Dash groaned and slumped onto the floor, her power armor clattering loudly.

“Trixie understands the circumstances, but do we have anything more interesting to do than sit through a history lesson of a fantastic city we won’t get to see without being swiftly executed afterward?”

“T’be honest, Ah was half expectin’ a fight to break out on the way,” Applejack mumbled, glancing at the door to the cockpit. “Chrysalis has been mighty quiet…”

Pinkie suddenly gasped, jumping to her hooves. “What if she’s webbed Desty and turned into him behind our backs?!” she shouted, looking enraged at the very idea.

A click came from the compartment’s vox panel. “I can hear you, you know,” the Changeling Queen drawled.

“Did you web Desty?!” Pinkie demanded angrily.

“Do you think I want to be responsible for piloting this machine into enemy territory and landing it in the middle of nowhere, that may or may not be some kind of arcane trap, without crashing?” Chrysalis spat through the vox.

“…… Yes? That sounds like a lot of fun. I’d probably do that if I were you,” Pinkie admitted.





“Idiot,” Chrysalis snapped before her horn flashed. A spark of green flipped the switch on the vox console, cutting off the connection to the cockpit.

Dest had one hand on the steering joystick of the Thunderhawk’s controls, and he glanced at the changeling for a few long seconds before shifting his line of sight back to the cockpit’s view screen. “Putting her overactive imagination aside, you have been surprisingly docile since we took off.”

Chrysalis hissed and flicked her long tongue between her fangs in irritation. She didn’t like the term “docile.” She didn’t answer right away, though, staring out the window into space.

“… I have much to think about. And this view is somewhat… calming.”

Ulaisse loomed large ahead of the Thunderhawk. A shining green pearl marred in one spot by a protrusion of gray spines. The hive city Adrast rose high above the surrounding forest and jungle – visible even from the outermost loops of high orbit – as a massive gray bump, like a cyst full of humanity and weapons. It was a fascinating sight, and Chrysalis hadn’t been able to see into space on her approach to or departure from Eschel.

Finally, she turned back to the Iron Warrior. “Are you all afraid that I’ll suddenly turn on you?”

“Suddenly? You turned on us today, before we left the flagship,” Dest scoffed. “I do not expect it to be the last time.”

“That didn’t count,” Chrysalis retorted. “I was just trying to join you!”

“You could have just asked. Instead you plotted to deceive us. You were not punished for this, so you’ll try again,” Dest explained.

Chrysalis narrowed her eyes. “If you assume that’s true, you seem very… relaxed about it.”

“The Chaos Space Marines are not new to treachery, Queen. Should your deceptions prove to be more trouble than you’re worth, we will exterminate you. Your fate does not worry us.”

Chrysalis frowned at the Iron Warrior silently for several seconds. “Are there… two of you?” she asked, dropping the previous topic entirely. “What I mean is-“

“I know what you mean,” Dest interrupted. “And yes, there are two of me. Say hi, Vel.”

“I can’t hear it,” Chrysalis clarified. “It’s more like… I can taste it.”

Eew, gross. Don’t let her eat me, okay?

“You Astartes are like a desert,” Chrysalis continued. “Not quite empty, but nearly featureless and prone to extremes. Your hearts are barren, and you only seem to feel emotions in sudden, ferocious bursts. The… thing inside you is different. Colorful. Vibrant. It’s like a string of festive decoration coiled around a plain steel pole.”

“You have quite a gift for simile,” Dest grunted.

“When one of my Guardians returned to the hive, she had been infected by your foul magic and given over to a Chaos God,” Chrysalis said, her voice carefully neutral in tone. “She was taken by some sort of fevered hysteria and her spirit consumed by something within. Is that what this ‘Vel’ is?”

“I cannot say without having met this creature, but I would guess not. Was she taken back to Ferrous Dominus after we seized your hive complex?”

“Not unless you scraped the puddle of muck that was left of her out of the trash pits,” Chrysalis sniffed. “Which you might have, for all I know. Those tech-weirdoes will poke at anything that looks funny.”

Dest glanced up, and then his hand suddenly grabbed for the acceleration lever and pulled back. The retro jets of the Thunderhawk flashed, and the hull trembled gently as the gunship was brought to a near-complete stop. The inertial dampeners had little difficulty with the maneuver, but Chrysalis still lurched forward in her seat.

“What was that about?” she asked, looking annoyed.

Dest pointed out the cockpit window. “There. See that light?”

A glowing red bracket appeared over the spot he was pointing to. Chrysalis spotted what he meant immediately: a small, dim light ahead of the gunship that was blinking on and off, like a firefly that was slowly dying in the void. It obviously wasn’t a star; aside from the blinking, it stood directly between the Thunderhawk and Ulaisse, which is one reason it had been hard to spot. It was attached to something, but at the current distance and against the backdrop of the moon it was an indistinct dark splotch.

“I see it. What is it?”

“An orbital mine. Small charge, simple camouflage,” Dest grumbled, flicking a few switches on the controls. “Not big enough to harm capital ships, but harder to detect and capable of crushing a gunship that doesn’t notice.”

“But… you did notice, right? So we’re fine?” Chrysalis asked.

Dest didn’t respond, working furiously at the controls. Multiple menus and lines of data-screed appeared on the cockpit screen, and after a few seconds a bright green line swept over the entire view of space. In its wake, the mines that were all but invisible to the naked eye were picked out and boxed in red, each one tagged for their distance from the Thunderhawk’s hull.

There were a LOT of red boxes.

“This is… unfortunate,” Dest mumbled.

The vox crackled, and Twilight Sparkle’s voice came from the caster. “Is everything okay? It feels like we stopped.”

“There is a minefield protecting our approach vector,” Dest said bluntly. “One misstep and the transport will be crippled, at best.”

“A minefield?” Twilight’s voice went silent for several seconds. “There’s nothing in the stratagem logs about a minefield! Where did this come from?”

“Perhaps it’s a secret. Perhaps it’s new. It hardly matters now.”

“We’re not turning back, are we?” Rainbow Dash chimed in. “PLEASE tell me we’re not chickening out now when we’re almost there!”

“We can navigate the minefield. Now stop your prattling,” Dest commanded, switching off the vox connection. Then he turned to look at Chrysalis. “The unicorns possess a means of telekinetically moving distant objects. Can you do this as well?”

“You mean levitation? Yes. Why?” Chrysalis asked, arcing an eyebrow.

“Use it to shift the mines ahead of us out of our path,” Dest said, gently pushing up on the throttle lever. “Be careful. I am uncertain how sensitive their trigger mechanisms are.”


Chrysalis stood up in her seat, bracing her forelegs against the control panels of the Thunderhawk. The twisted, notch-riddled horn atop her head started glowing, and the nearest visible mine was wrapped in an aura of bright green. With the magic aura it was much easier to see the explosive: a box-shaped charge with a spike protruding from each corner, one of which had a blinking lumen on the end. The mine was painted black, and was about the size of a supply crate.

“… There.” Chrysalis shifted the mine to the right, and then released her magic. The red brackets followed the explosive as it floated away and out of view. “A little closer and I can move the next one. How many do you think there are between us and the landing site?”

“Perhaps a dozen, likely fewer. Mining orbital disks requires vast numbers of charges to offer any real protection, and excessive redundancy can generate problems. These are low-orbit, too. We’re not far from the upper atmosphere.”

Chrysalis didn’t completely understand, but she focused on the next mine. She shoved this one a little further through the void, adding a slight spin to the explosive before searching for the next-closest hazard.

“You can speed up a little,” Chrysalis mumbled. “It’s too far away and at this rate-“

A flash of light suddenly came from the side of the cockpit, and then the gunship lurched violently to the side. Chrysalis was thrown from her seat and slammed into Dest’s side; an experience that was all the more painful for the sharp ridges and spikes that decorated his armor. The sounds of other metallic impacts came from the transport bay, and damage warnings bloomed over the system display.

Dest merely grunted and shoved the groaning changeling away before righting his course. “We have exterior damage, but engines remain functional! No signs of a hull breach,” he barked. A claw mounted on his shoulder whipped forward, tapping the button on the interior vox. “Status report!”

A series of agonized groans came from the vox.

“Head… hurt… bells… in skull…” Rainbow said weakly.

“Ah’m fine, but somebody lost an arm. Ah think Ah can guess who.” Applejack’s voice was followed by a clanking noise.

“Serith, is something wrong with your armor seals? Trixie doesn’t remember you being quite so fragile before.”

“Now that one of my peers has taken to disassembling me for fun they have been suffering more wear than usual, yes,” Serith griped.

“What happened anyway? Did we hit a mine?” Twilight asked anxiously.

“We did not hit one, no. A mine DID detonate, however, and we were within its extended area of effect.” Dest turned to glower at Chrysalis.

“What? This wasn’t my fault!” the Changeling Queen protested.

“You pushed a mine directly into another mine,” Dest explained, his voice grim. “Their combined detonations were thankfully not enough to cripple us from here, but had we been slightly closer…”

“You didn’t tell me I had to watch where I was pushing them!”

“I told you to be CAREFUL, insect! You’re handling high explosives, not inert void debris!”

The cockpit door beeped, and then it slid open. “All right, cut it out! No fighting!” Twilight said, stepping in. “Chrysalis, swap with me. I’ll move the rest of the mines.”

“Swap? Why? I can still do it!” the Changeling Queen huffed.

“Please stop yelling, it makes the bells hurt louder,” Rainbow begged.

Twilight stared evenly at Chrysalis without another word. Chrysalis only held her indignant stance for a few seconds before she rolled her eyes and stepped down from the co-pilot’s chair.

“Fine, do what you want. No chitin off my back,” she stepped around the armored alicorn and into the passenger bay.

Twilight hopped up into the seat, her horn already glowing purple. Dest slammed a fist onto the door control, sealing the entrance behind the changeling.


The passenger compartment was quite a mess, having only just recovered from the explosion. Fluttershy stood over Rainbow Dash, tenderly wiping the other pegasus with a cloth. Rarity was vigorously trying to buff out a scratch in her helmet that it had suffered during the turbulence. Serith was quietly reattaching his leg with Trixie’s help, the unicorn securing the joint with leather straps. Suuna was unscathed, thanks to having actually used the flight harness to secure herself for the entire trip, and was hugging Pinkie tightly while the bubblegum-colored pony purred like a cat. Applejack laid calmly on the floor, her eyes quietly following Chrysalis. She looked completely undisturbed, but the large dents in the bench and wall next to her suggested that her tumble had been more destructive than anyone else’s.

“This mission is off to a fantastic start,” the Changeling Queen quipped while she strolled past the strategic hololith. “These Imperial humans are fools, but they always find ways to annoy me.”

“The Imperium of Man is an old power, its militaries grown fat and negligent and its populace stupid and desperate,” Serith grumbled, stamping one boot on the floor to see if it was secure, “but it is not weak. Trick them, hound them, drive the dagger into their back as you will, but the moment you take your boot from their necks the Imperial dogs will strike back in a zealous rage.”

“I imagine that’s a lesson you pirates have learned the hard way,” Chrysalis said with a smirk.

“Indeed it is. We attack where the foe’s defenses are weakest, scouring their data nodes constantly for major deployments and recent wars. We seize their workers, scatter their armies, and crush their fleets, but it is never enough. There are always more to avenge their fallen. Such is the nature of the Long War.”

Chrysalis walked to the bench opposite Serith and sat down in front of it. “Why do you do it? All this fighting, I mean? I could understand if you were trying to steal for your own benefit and survival, but as I understand it you do it just to give all the spoils to some OTHER army. What’s the point?”

“My own contributions to the Company are, in fact, made primarily for my own survival and benefit,” Serith assured her. “But as to our collective warfare efforts… it’s a long story. The tensions within the Imperium of Man are ancient and the scars run deep. Your kind are mortal; you have no sensible reference to comprehend ten thousand years of brutal attrition and warfare.”

Chrysalis quirked an eyebrow. “Mortal? What makes you think I’m mortal?”

“I’ve no idea whether your kind perish of natural means,” Serith admitted. “It matters little. Given your recent behavior and ever-more-dangerous missions your demise will be quite unnatural, and very soon.”

“Hey! What did Twilight say?” Rarity interjected before Chrysalis could reply. “No fighting! Don’t make me go get her!”

Chrysalis and Serith both turned their heads toward the unicorn silently, staring at her stern, adorable pout. Then they turned back toward each other.

“Does it ever get tiresome being bossed about and shrieked at by these clueless equines?” Chrysalis asked.

“Oh, Gods yes,” Serith answered. “Lady Trixie isn’t so bad, but the rest of the ponies are simply exhausting to tolerate.” He reached a hand over to said unicorn, carefully scratching behind her ear with a single metal finger. “To return to your original query, however, the Long War also has to do in part to our service to the Dark Gods. The Imperium of Man is a feasting ground for the powers of Chaos, offering potential recruits, resources, and sport beyond measure. Indeed, there are no other bastions of mortality both so rich and so vulnerable to the Gods’ predations.”

“And you obey these ‘gods?’ Why?” Chrysalis asked, sneering. “What do they offer you that makes this laboring worthwhile? Why do they matter?”

“What’re you so riled up about?” Applejack interrupted, staring suspiciously at the Changeling Queen. “Soon as the Warsmith gave ya some extra Warp juice and promised to help the rest of yer hive ya’ll were happy to sign on. Ain’t it the same thing?”

“Is it?” Chrysalis asked, her voice low and almost accusatory. “We sold our futures to the Iron Warriors in exchange for survival, yes, but that survival is mutual. We live and fight alongside them. These… ‘gods’ or whatever, as I understand it they watch you all fight from their twisted dimension and suck up your souls when you lose. Sometimes they help, sometimes they don’t, and whether your worlds get conquered or destroyed they shrug it off and move on to the next batch of slaves. It’s all a big, never-ending game to them, isn’t it?”

“That is a simplification of our relationship with the Dark Gods,” Serith said, “but you get the gist of it, I suppose. They are gods, and we are not. We can aspire to be more in their service, ascend even to immortal daemonhood, but even then we are mere playthings to them.”

“Trixie thinks you’re just scared at the prospect of having a master you can’t stab in the back,” the magician said, smirking at Chrysalis while leaning into Serith’s ear-scratches. “What do you know about gods anyway?”

Chrysalis glared at her. “I spoke to them. While in the Nethalican I touched the Dark Portal.”

“Barely,” Applejack scoffed. “And ya were only in there fer a few seconds.”

Chrysalis looked like she was going to snap at the farmer, but then hissed and looked away. “I don’t know how long it was. I can only remember bits and pieces of it, honestly. But the things I saw…”

“Time has little meaning in the Warp,” Serith volunteered, “you may have spent hours or days from your perspective being tormented by images and voices beyond comprehension. And to emerge from such insanity only to find your chest cavity had been obliterated… well, it’s no wonder your mind hasn’t fully retained the experience.”

“I still can’t believe it,” Chrysalis spat, her lip curling to expose her needle-sharp teeth. “How can you WORSHIP something like that? It’s… It’s not even evil, really, just… crazy.”

“Why did you sneak into our temple?” Serith suddenly asked.

“What kind of question is that? Because it was a spigot of unlimited energy, obviously,” the changeling replied.

“You are quite fortunate to be able to use that power so easily, Queen. But if it required an oath of fealty and some measure of zealous ritual devotion, would you have discarded it and moved on? Recent experience suggests otherwise.”

“There’s a big difference between serving the smelly clowns that run your fleet and the wretched Warp-things that keep trying to burrow into reality from their insane nightmare dimension,” Chrysalis insisted again. “Nurgle infected one of my children, turned her into a hideous freak, had her slay a dozen changelings, and splattered her toxic ooze all over my throne chamber. I will never forgive that thing.”

“We invaded your hive, crushed all its defenders, slew most of your people and enslaved the rest,” Serith pointed out.

“War is war. I started a fight and you retaliated. And I can’t say I came out the worst for it, either,” she held a twisted hoof against the ruby core glimmering in her chest. “I would rather face an entire army of you fanatical apes than have my children infested and brainwashed by those monsters.”

“Fair enough. The heralds of Nurgle do make for particularly disturbing confrontations,” Serith admitted, finally lifting his hand from Trixie’s ears and leaning forward on his seat, “but I assure you, Queen: We may not be Gods or daemons… but we are monsters.”


The discussion might have gone on longer, but the door to the cockpit suddenly beeped and shifted open. Twilight stepped out, glanced back and forth, and then nodded.

“Okay, we’re through the orbital mines. Dest says there should be no other obstacles between us and the surface. It’s almost time!”

“Yes! Time for whatever it is we’re here to do!” Pinkie Pie bellowed, jumping off of Suuna’s lap and posing heroically.

“Finally! The waiting was almost as bad as the head injury!” Rainbow Dash complained. Fluttershy gave a tender pat to the new bandage, and then backed away so that the other pegasus could engage her helmet.

“What’s the plan when we get down there? Like, where do we go?” Applejack asked.

“The target is almost certainly in hiding within the old, abandoned construction where we’re landing. Solon said the tunnels can be quite extensive, and hive cities usually don’t have the troops to patrol their OWN underhives. We’ll search for an entrance, and then advance as deep as we can looking for any traces of habitation.”

“Sounds like a plan!” Pinkie chirped.

“And I just sit here with the pilot, hm?” Chrysalis mumbled.

“As long as you don’t follow us and don’t give away Dest’s position, I don’t care what you do,” Twilight admitted. “Take a nap, wander off into the forest, make up a game where you turn into various crew members and make Dest guess them. You wanted to come with us so badly you were willing to fight Serith for it, so enjoy, I guess.”


The Thunderhawk started to shake, and then the dampeners adjusted themselves to compensate for re-entry. The vox crackled, and Dest’s voice entered the passenger compartment.

“The cloaking field is fully engaged. We will be landing soon. Secure yourselves before the gravity plating is deactivated.”

The ponies with armor simply activated the mag-lock function of their greaves, adhering them tightly to the floor. Pinkie Pie sat next to Suuna, and the former slave quietly secured the mare within a safety harness from above. The harness was more of a cage than a restraint to a pony; the bars were sized for Space Marines in full armor, and bore numerous nicks and dents from having to fit over the various spines and blades that decorated their combat suits. Still, it would be enough to keep the mare tumbling freely off the bench. Chrysalis didn’t quite know what to do, so she found a hook hanging by a chain above her and stuck it through one of the holes in her forelegs.

Twilight went back to studying the hololith while the gunship descended into the atmosphere, scrolling the image view from region to region and memorizing the names and features.

After about ten minutes, the vox came on again. “Be on alert. We have an enemy patrol incoming.”

The equines nearly jumped in surprise. “What? How?! Ah thought we were invisible!”

“Relax,” Dest replied. “We are indeed cloaked. However, our atmospheric entry may have generated disturbances that are detectable to sufficiently sensitive augurs. The enemy IS on high alert, after all. I’ve slowed our speed further to minimize our engine signature.”

“Oh… okay, that… that doesn’t sound so bad,” Fluttershy mumbled, visibly squirming.

Serith leaned toward the hololith and made a few quick adjustments. The regional maps vanished, replaced by their Thunderhawk and a surrounding sensor map. The patrol was at the outer ring, the four tiny icons representing fighters pointed straight toward the center.

“Er… they look like they’re heading for us,” Rarity pointed out anxiously.

“That may be the case, but they will not be able to confirm our position, much less establish weapons lock,” Dest assured his passengers.

“The patrol is in attack formation, not a search pattern,” Serith said grimly. “Their precise bearing is difficult to discern like this, but their course seems to suggest full tactical awareness of our location.”

“They can see us! The Warsmith’s device does nothing! This mission was doomed from the beginning!” Chrysalis snarled.

“Oh, would you relax,” Rainbow Dash huffed, “this is Solon’s ship. If he says it cloaks, then it cloaks. He doesn’t build stuff that doesn’t work. YOU of anyone should know that.”

Chrysalis blinked in surprise, and then bent her neck to stare at the ruby-red core ticking away in her chest.

Then she looked back up at the armored pegasus. “… What if the cloak worked, but it was damaged when those mines blew up near us?” She tapped her free hoof against her core. “The things the Warsmith makes are impressive, but they still break sometimes.”

A dreadful silence engulfed the passenger bay while the fighter wing closed with the gunship.

“… Okay, well, that means it’s your fault, though,” Rainbow said.

“It doesn’t matter whose fault it is! They’re going to kill us!” Rarity shouted in a panic.

“Enemy patrol is almost at combat range,” Dest announced. “I’m taking evasive maneuvers!” The gunship tilted sharply to one side, and most of the passengers felt their stomachs flip as the aircraft entered a tight turn that overloaded its inertial dampers.

“Isn’t there some weapons on this thing we can use to fire back?” Chrysalis asked.

“This particular Thunderhawk boasts only heavy bolters and a few paltry rockets for quickly clearing poorly-defended landing zones,” Serith explained. “All other weapons were removed to allow for reducing the necessary munitions storage and redirecting maximum power to the cloaking fields and signum baffles. Not that we would wish to engage in a serious firefight with Imperial interceptors. They have every advantage and there are surely many more en route.”

The hull started trembling, and the passengers could hear the howl of engines besides those of the Thunderhawk. The shriek of lascannons and the rattle of autocannons cut through the air, and the equines held their breath.

A few seconds later, the icons on the hololith passed. The fighters seemed to split up, each going in separate directions.

“Was… Was that it? They missed?” Rarity squeaked.

“Affirmative,” Dest replied over the vox. “The shots were… close. I’m unable to determine how visible we are to conventional sensory targeting, but the cloak is working well enough to complicate their aim.”

“They’ll be making another pass,” Serith warned. “They have ample time to zero in on whatever trace they can detect. We need to land immediately and evacuate.”

“And leave the gunship for the Imperials?!” Dest scoffed.

“It belonged to them the moment they detected it breaching their defensive line. It’s simply a matter of whether our remains are crushed under the flaming wreckage,” Serith retorted.

“They’re coming around again! Sh-Should I put up a shield?” Twilight asked, her horn flickering uncertainly.

“Wouldn’t that let ‘em know exactly where to shoot? Yer barriers’re kinda bright an’ purple.”

“We don’t have a lot of options right now, Applejack!” the Princess retorted.

Again the sound of weapons fire came from outside, overwhelming the gunship’s engines. This time a crash came from the hull, and a sharp jolt shoved the ship to the right.

“We’re hit. No critical damage,” Dest announced. “Every successful shot will expose more of the hull for targeting, though.” The Thunderhawk jolted again, further rattling the passengers.

Rainbow stared down at the hololith as the fighters broke off again. Then she looked up at the exit ramp at the rear of the gunship. “Let’s fight ‘em.”

“That’s probably the concussion talking,” Trixie warned.

“No, I’m serious. I’ve taken down fighters before!” Rainbow protested. “Twilight can help too! She’s not very fast, but she has a stronger weapon!”

“Ooh! Ooh! I’ll bet Chrysalis can turn into a giant flying robot monster!” Pinkie chimed in, waving a hoof through the bars of her restraint harness.

“I can, but not right now,” the Changeling Queen grumbled. “As I said before we set out, my warforms are locked.”

Twilight pursed her lips and stared at Rainbow Dash. “You’re sure about this?”

“It’s this or try to ditch the gunship, right? If we do that we’re never getting out of here!” Rainbow’s flight pack opened up, and the impulse boosters started to hum. “Let’s show ‘em what a little love, tolerance, and super high-tech space armor can do!”

Twilight took a deep breath, and then turned to face Chrysalis. “Chrysalis?”

“What?”

“Disengage Nemesis lock. Authorization six,” Twilight said.

Her augmetic eye flashed beneath her helmet, and then Chrysalis felt a hot rush flooding her body as her core powered up. She pressed a hoof against the machine in her chest, and an aura of blazing green surrounded her body.

“I knew it,” the changeling said, grinning. She unhooked her leg from the chain overhead, and her wings started vibrating eagerly.

“Wait… What? Knew what? What just happened?” Rainbow asked, her earlier enthusiasm giving way to confusion.

“There’s no time to explain! Dest, override the rear ramp safeties! We’ll try to draw the fighters off while you figure out some way to get to safety!” Twilight shouted while her own flight pack started charging up.

The Thunderhawk jolted again, nearly throwing Chrysalis off-balance. A moment later the mag-locks on the embarkation ramp disengaged, and air rushed to the back of the transportation bay as the hold depressurized. Suuna held on to Pinkie’s restraint harness, whimpering, and the pink pony gave her a comforting nuzzle.

“Please be careful,” Fluttershy squeaked just loudly enough to be heard under the rushing wind.

“Please be enough,” Trixie added.

The gunship’s vox crackled. “Once again, we rely on the zeal and courage of ponies and monsters,” Dest laughed. “Iron within! Iron without!”





Rainbow Dash was the first one out.

Launching from the passenger bay with her impulse blasters, she vaulted into the open sky like a missile, immediately twisting into a corkscrew turn and releasing a jubilant, whooping cheer from her vox.

Evidently her launch resembled an actual missile closely enough to fool the two fighters directly behind the Thunderhawk, which both banked hard to evade the incoming pony. Rainbow Dash flew past them, twisting through the air and then curving tightly to follow one. A targeting reticule appeared over her visor, locking onto the aircraft. Datascreed appeared under the brackets, labeling the plane.

“Thunderbolt, huh? Looks a bit sturdier than the Ork fighter.” Two of the other fighters cut their speed, dropping back to tail the new threat.

“Dash! They’re moving to cover each other! They’re right behind you!” Twilight announced over the vox while she launched.

“I see them! Don’t worry; they’ll never hit me!” Rainbow blasted up and down, and then twisted into a dizzying spiral. “Just gotta keep ‘em off the gunship!”

“There’s still another fighter on the transport! I’ll see if I can get a… uh…”


Twilight trailed off as Chrysalis flew past her, wings buzzing and emerald fire trailing from her horn. The Changeling Queen rose higher, and then her body started to swell.

Her wings expanded considerably, thickening into hard, angular metal plates. Her back grew heavy armor plating that sprouted golden spikes down her spine. Her rear legs shriveled and vanished, while her forelegs expanded and grew massive clawed talons.

Chrysalis released a furious screech, her head shifting into a draconic skull and maw of blazing metal. A rotary cannon jutted from her mouth, and her twisted, disfigured horn grew to the size of a scythe blade. Seconds later the engines opened up on either side of her tail, which had itself grown to resemble an extended tailbone.

“THIS is why I wanted to come along,” Chrysalis announced gleefully, reveling in the body of a Heldrake daemon engine. Her boosters ignited, and she rocketed toward the fighter still chasing after the Thunderhawk.

It was implausible that the Thunderbolt’s pilot didn’t see Chrysalis coming, so Twilight had to assume that they simply didn’t recover in time from the incredible sight of an alien insect morphing into a giant metal dragon-plane. Chrysalis struck the heavy fighter on the wing, her talons digging into it before her own wing smashed into the fighter’s side. With a victorious howl she ripped the wing off the Thunderbolt and blasted off again, leaving the aircraft to spin off into a death dive.


“Yeesh, Solon gave her a flying dragon body too, huh? Figures.” Rainbow Dash jolted left and then rose just as fast, and a lascannon blast speared underneath her. “I dunno why she doesn’t use that all the time, then. I would!”

A few autocannon rounds whipped by as she spun into an evasive corkscrew again. Human pilots were a LOT more accurate than Orks were, evidently, and probably aided by much better equipment as well. Still, she was willing to bet they had never come up against anything quite like her.

“Time to show ‘em what a little Chaos can do!” Rainbow’s central booster opened up, and her speed almost doubled while she soared higher into the air. The fighters on her tail tried to follow, but they weren’t nearly as agile as the speedy pegasus. By the time they had leveled their weapons at her again, Rainbow was diving back down toward her quarry.

“GREETINGS FROM EQUESTRIA!!” she shouted, her vox amplifying her voice to a booming roar. “RAINBOW BUSTER!!”

The Thunderbolt fighter tried to bank into a turn, but it simply couldn’t change course quickly enough. Rainbow Dash speared through the tail end of the aircraft, gouging out a substantial portion of the hull. Flame and shrapnel burst from the impact ahead of a bizarrely colorful shock wave, and the armored pegasus spun away while the plane began losing altitude.

“GOTCHA!!” Rainbow cheered, peeling off to the side. “Two down, two to go! Dest, how’s it look? You clear?”

“Negative. I’ve found a possible landing point, but we will be exposed for approximately twenty minutes.”

“Heh! Don’t worry, we’ll finish these guys off long before then!”

“Also negative. We have a group of interceptors entering sensor range. They appear to be moving to engage the Queen.”





Rainbow curved upward sharply, and then scanned the airspace to get a better sense of the situation. Chrysalis was currently chasing after one of the fighters while another tried to tail her, and Twilight was chasing after that one, trying hard to keep up with her much slower flight pack. On the other side of the encounter was a bizarre visual that she eventually realized was the Thunderhawk gunship. A square-shaped section of the aircraft was clearly visible, displaying the rear of the transport compartment. The rest of the gunship, however, was a bluish blur amongst the clouds that seemed to bleed color into the surrounding sky. With a good look at the Thunderhawk’s exterior, it was very easy to see how it both made for an obvious target and would still be hard to shoot at.

Red indicator runes blinked on Rainbow’s visor display, and she finally spotted the latest additions to the skirmish. Her visor labeled them as “Lightning” interceptors, and they were approaching the combat from the airspace roughly between the Thunderhawk and the combat already in progress. The six fighters started breaking toward Chrysalis, identifying the terrifying daemon engine as the most obvious threat.

“Hey Twi! What’s the vox signum node for Chrysalis? We have incoming!” Rainbow shouted.

“She doesn’t have one! Daemon engines don’t have pilots, and aren’t fitted with standard vox relays!”

“What? Then how are we supposed to give her orders?”

“Strictly speaking, we’re not supposed to give her or any other daemon engine orders! The Dark Mechanicus has their own unique means of communicating with them!” Twilight explained.

Rainbow groaned and swung about in the air before pointing her nose toward the dogfight already in progress. Her central booster ignited, and the pegasus became a silvery streak across the sky while she homed in on the Heldrake.


Chrysalis swallowed a curse as the aircraft she was tailing slipped to the side and dropped, evading another burst from her Hades autocannon. The rotary gun was glowing a dark red from the heat buildup of firing almost constantly, and there were precious few spots of damage among the Thunderbolt fighter’s armor. Aerial combat was simply a completely different experience from trying to destroy people and vehicles on the ground, and the way the Heldrake’s single gun jutted from its mouth was an awkward fire point compared to, say, a Forgefiend’s arms. She would have much preferred to land on the enemy aircraft and tear them apart that way, but they also happened to be at least as fast as she was, and the pilots far more experienced.

A lascannon struck her back, boring a long, molten scar into her dorsal plating. Chrysalis flinched, and then twisted her head about to see if she could spit some burst fire at her pursuer. To her surprise she saw something streaking toward her from above, and almost panicked and started to evade before she realized it was one of her allies.

“Hey, Chrysalis! Watch it, we’ve got another group of fighters incoming at five o’clock!” Rainbow shouted, her voice amplified as loudly as possible to be heard over the various roaring engines.

Chrysalis seemed perplexed. “Five o’clock? What? The chronometer said it was nine already.”

Rainbow shook her head. “No, I mean they’re behind and to your right! They’re not in firing range now, but they’re coming in fast!”

A lascannon flashed over Rainbow’s head, and a few autocannon rounds slammed into Chrysalis’s wing. She hissed, and her eyes flashed green. “I’m having enough trouble with these two! What am I supposed to do against another squad of these pests?!” Chrysalis snarled.

“Well, if you were ME, you’d just use your awesome flying skills and super-sweet magic space armor to close in on each target and wreck them, like I did that first one,” Rainbow Dash said, suddenly twisting into a spiral that circled around the Heldrake’s head. “But you’re NOT me, so I guess...”

Chrysalis was consumed by green flames. In seconds the magic bled away behind her, and Rainbow Dash found herself flying next to another Rainbow Dash, complete with power armor and impulse thrusters.

“… Oh. Right.”

“Thanks for the tip! Don’t get shot! Those lasers sting something awful,” Chrysalis chirped, mimicking Dash’s voice perfectly. Then her main booster ignited, and the Changeling Queen blasted upward at triple her previous speed.

Rainbow Dash (the real one) banked hard, killing her engines and spinning around before activating them again in the opposite direction. The Thunderbolt fighter that had been tailing her zipped by a second later, unable to keep up with her maneuvers. Rainbow flew the other way, soaring higher in the air to get further out of the enemy’s attack window.

Once the immediate threat was gone, Rainbow could watch her doppelganger more carefully. Chrysalis had shot high above her target, matching its confused, evasive turns while waiting for it to level out. She recognized the technique immediately: Chrysalis was preparing to dive-bomb the aircraft just as Rainbow herself had done earlier.

Twilight’s vox opened up again. “Is she preparing that ‘Buster’ technique of yours?”

“Yeah, looks like it,” Rainbow answered.

“Okay… Does she know that it uses a specific device trigger, and you don’t do it by just crashing face-first into the enemy?”

“I doubt it. She didn’t ask for any tips or anything before she took off.”

Twilight groaned. Rainbow Dash turned on her visor’s vid recorder.

In the distance, Chrysalis started her dive. Curving her flight path downward, she narrowed the wings of her flight pack and picked up speed toward the Imperial fighter. Streaks of emerald green flame trailed from her boosters rather than rainbow-colored waves, which Dash thought was a nice touch and also a helpful point of visual distinction if she ever needed to prove to her friends that she wasn’t a changeling.

Then Chrysalis slammed into the Thunderbolt fighter. The aircraft jolted from the impact and a damaged armor plate came flying off, but it quickly steadied itself and then banked to re-engage the gunship.

Twilight’s sigh came over the vox. “I hope she didn’t break her neck…”

“Nah, don’t worry. Solon modded the helmet with much better padding after the first time I broke it open. She’ll be fine! As long as she recovers before she falls off and hits the ground, anyway.”

A green flash came from the wing of the Thunderbolt fighter, and the aircraft started to sink in the air as the mass it was carrying quickly overloaded its engines. Within seconds Chrysalis had completed the transformation into a Maulerfiend, clinging to the plane body with one hand while rearing the other arm back. She punched into the plane’s cockpit, pulverizing it completely, and then let go.

Bright green energy surrounded her again as she fell, returning her to her true body. Chrysalis quickly arrested her descent and then flew upward toward the ponies.

“Nice faceplant, Chryss! I thought you were gonna try and chew its wing off, but I guess you found a faster way!” Rainbow laughed, amplifying her voice to be heard across the sky.

“YOU!! How the blazes did you do that without killing yourself?!” the changeling snapped back. Green energy crackled around her horn as she closed the distance, her wings buzzing furiously. “If I hadn’t used a magic shield to blunt the impact I would have pulped my own skull!”

“Pff, you’re fine. You had my skull at the time and it’s way thicker than that,” Rainbow assured her.

A lascannon shrieked through the space between them, and they both flinched back before accelerating again.

“The interceptor squad is in engagement range! The squadron is spreading out!” Twilight vanished in a flash of purple and then reappeared above a fighter that was trying to move in on her tail. “Keep them off of the gunship, but first priority is staying ahead of those lascannons!”

“Gah! There are a lot of them!” Rainbow complained, zig-zagging through the air as two of the aircraft tried to pin her down under a steady beat of laser fire. “Are they just sending a constant stream of fighters after us? Chrysalis took down two and I got one, so how many have they lost already?”

“Three. That makes three,” Twilight said.

“Yeah, me and her got three. What about you?”

Twilight didn’t respond right away, which gave Rainbow Dash enough time to kill her thrusters and spin, executing another three-second U-turn. Two Lightning interceptors streaked past her on either side, and then banked in opposite directions to turn around.

“… Twi, did you get ANY planes so far?” Rainbow asked, nearly incredulous.

“They’re really hard to hit, okay?” the Princess griped. “I can barely manage a third of your cruising speed and it’s almost impossible to aim a heavy beam and evade at the same time! Aerial dogfighting is NOT my forte!”

“Can’t you just land on them and stab the engines or something?”

“No, I can’t ‘just’ land on a fighter aircraft! That’s a very difficult and reckless maneuver that YEEK!” Twilight yelped as an autocannon round struck her defensive barrier, and then she teleported again to move out of the line of fire.

Rainbow clicked her tongue and then accelerated to attack speed, picking out the Lightning fighter that was already turning to make another pass. She switched her vox connection as she did so, linking to the gunship node. “Hey, Dest! Things are getting pretty messy out here! Do you think you can get clear soon?”

“Negative. I am reconfiguring our exit path to take us out of the atmosphere. This mission has failed. We are aborting,” the pilot confirmed.

“What? Really?! Aw, ponyfeathers! We’ve never failed a mission before!” Rainbow Dash lamented.

“There is nothing buried in the ruins here that is worth the total loss of the assets we’ve deployed. Keep the enemy units engaged until the Thunderhawk has reached the upper atmosphere, then rejoin us. The enemy fighters will struggle to follow us into orbit; they are short-range atmospheric craft.”

“Got it, Dest,” Twilight interjected, “I’m going to focus on short-range teleports rather than trying to shoot them; it seems to really throw off their attack runs.”

Rainbow narrowed her eyes as her central booster ignited. “I’m going to focus on RAINBOW BUSTER HYAAAAA!!” The pegasus blasted forward toward the target ahead of her, and her vision blurred into an explosion of colored streaks across the sky.

The Imperial fighter suddenly barrel rolled, desperately shifting out of mare’s path. Rainbow could barely see amidst the particle flash of the kinetic refraction field, but once the colored lights faded she noticed that she didn’t see the usual spread of shredded armor and hull plating flying in front of her that she always saw after she used this attack. Glancing to the side, she was stunned to see her target peeling off with a paltry dent in its left wing.

“Did… Did that thing DODGE? It’s not supposed to dodge!” the pegasus fumed.

“These smaller fighters are a lot more agile than the Thunderbolts!” Twilight said, teleporting out of the path of one such aircraft before its lascannons sliced across the sky. “And given how tightly focused they are on us, I think the survivor told them what happened to the rest of its squad! We’re not going to take them by surprise again!”

“GAH!! This is so much less cool than usual!” Rainbow complained, spinning around and hitting her impulse blasters as another interceptor tried to dive toward her.

Autocannon shells and lasers speared underneath her, and she tried to guide herself back down to meet her would-be hunter and land on the hull. It quickly banked and turned away, however, leading Rainbow into the path of another fighter’s attack run. She spun away rather than following, growling in frustration at being denied again.

“… Hey, where’d Chrysalis go?” Rainbow suddenly asked, perplexed. The interceptor wing seemed completely consumed trying to shoot down her and Twilight, who were also by far the hardest to hit between Rainbow’s agility and Twilight’s teleporting. A search of the surrounding skies showed no trace of the Changeling Queen.

“Oh, she’s still here,” Twilight assured her pegasus friend. “I think she-YEEP! Can’t talk! Gotta focus!”


The Lightning fighter that had barely escaped Rainbow’s assault slowed into a turn on the edge of the combat airspace, cutting its speed so that the pilot could better plan their next run. A light blur appeared over the aircraft, and then a wash of sparks came from the wing when something small hit it.

Fluttershy decloaked, revealing the polished pony armor locked onto the Lightning’s wing. She turned to stare at the aircraft’s cockpit, and the lenses of her visor flashed a bright green as the pilot gawked at the strange creature mag-locked onto his fighter craft.

Chrysalis grew once again, shifting back into her Heldrake form while clinging to the Lightning interceptor. Talons of Warp-forged adamantium emerged from the shroud of changeling magic and plunged into the seam where the wing met the hull, ripping it apart. Her rear legs vanished and were replaced by thrusters, and her flight pack stretched to become massive metal wings.

“HA HA HAAA!! NOWHERE TO RUN NOW, COWARDS!!” Chrysalis cackled in glee as she flung the sundered aircraft aside and then boosted up toward the next closest target.

The interceptor was already veering away, and Chrysalis opened her jaws to release a burst from her Hades autocannon. Bright red shot fanned across the sky, and a Warp-fueled slug bored into one of the Lightning’s engines. Fire and metal burst out the front of the turbine, and thick smoke vomited from the Lightning’s rear.

With her target slowed, Chrysalis quickly caught up to the aircraft and plunged her claws into the wing. With the fighter unable to escape, she reared her head back and fired her main gun directly into the cockpit. The armorglass shielding crumpled under the pummeling salvo, and the pilot was subsequently pulverized. She threw her wings up and crowed in delight, braking in the air so that she could search for fresh prey.

“Chrysalis! Don’t slow down!” Twilight yelled, her voice barely reaching the changeling. “The other fighters are-“

The scream of lascannons filled the airspace. Two lances of white-hot power pierced Chrysalis’s left wing, burning into the eldritch energies that protected her and then the armor beneath it. Two more struck her back, boring deep into the guts of the daemon engine. A third grazed her neck right afterward, the shots all striking in rapid succession. Autocannon rounds slammed into her immediately afterward, hammering her armor from multiple directions and threatening to rip her entire frame apart.

“CHRYSALIS!!” Twilight screamed, her heart leaping into her throat as the Heldrake seemed to disintegrate into a shroud of green mist.

A dark body fell from the rapidly dissipating haze a second later, plummeting freely toward the ground.

Rainbow swung around, and a whine came from her central booster as it charged up. “Hold on, I can catch-“

“Direct hit! We have engine damage!” The sudden announcement over the vox sent Rainbow spinning around again in a panic, checking the upper bounds of the airspace.

The Thunderhawk gunship was high above the rest of the fighters, trailing smoke while its hull flickered in and out of view. A single Thunderbolt heavy fighter – the only survivor of the initial patrol that had attacked them – peeled off from its attack run while its weapons cooled for the next salvo.

Rainbow Dash stuttered uselessly into her vox, but Twilight spoke decisively. “Dash, help them out! I’ll get Chrysalis!” The alicorn vanished in a flash of purple, disappearing just as two of the interceptors turned on her.

Rainbow’s impulse blasters launched her upward, and her booster brought her to full speed. The armored pegasus streaked across the sky, cleaving clouds apart and easily outpacing the Lightning fighters that were moving to engage her.

It wasn’t enough.

The Thunderbolt finished its turn and came around for another pass, accelerating directly into the rear of the transport. The smoke trail gave an excellent lead for targeting the partially-cloaked transport, but it was hardly necessary: the open embarkation ramp gave a clear view into the rear of the passenger bay even while the rest of the hull constantly blurred and vanished like a malfunctioning vid-screen.

“Wait… is that… what are they…” Rainbow narrowed her eyes, her visor zooming in on the Thunderhawk’s rear. Serith and Trixie stood in the opening just before the ramp. The former was holding his hand out toward the sky, while the latter was glowing bright pink around her helmet.

The Thunderbolt heavy fighter moved level with the transport gunship as it entered optimal attack range.

Sparks suddenly erupted from one of its engines, and its nose swung to one side right before a lascannon slashed across the sky. The laser missed the Thunderhawk by less than a meter, but the Imperial fighter adjusted its malfunctioning engines and lined up its weapons once more. Serith and Trixie held their strange poses, forcing their will upon the aircraft. Strings of purple and whips of green seemed to crawl over the Thunderbolt’s hull, seeping into seams, lashing at bolts, or curling around exposed cables.

The Thunderbolt fired its other lascannon. A capacitor immediately exploded, generating another burst of sparks and light flare at the rear of the weapon. A much weaker laser struck the body of the Thunderhawk, leaving little more than a burn mark that scoured away slightly more of the gunship’s cloaking field.

Then one of the engine turbines shuddered to a stop, and the pilot decided to cut his losses. The Thunderbolt peeled off, many of its components visibly shaking as if they were in danger of coming loose. Rainbow let her booster cool down and took a deep, relieved breath.

A Lightning interceptor sped past her, its own boosters on full burn.

“Wait! No! STOP!!” Rainbow blasted forward again, but she wasn’t able to catch up before the Imperial fighter attacked. Twin lascannons lanced into the smoldering wing of the Thunderhawk gunship, and a moment later the engine detonated. The entire transport swung to one side, and then started to sink through the air.

“NOOOOOO!!!” Rainbow screamed, her vox amplifying her cry across the sky. Red flashes and data screed boxed in the aircraft as it sunk between the clouds, but Dash blinked it all away. Her visor tilted toward the Lightning, and the fighter was bracketed in deep red.

“No escape,” she hissed through clenched teeth. “Not for me… and not for you!” Her boosters roared loader.

The Lightning swung hard to one side, rolling to evade. Rainbow Dash matched the maneuver, her world spinning as she activated the kinetic refraction field. Metal met metal, and one set of armor plates gave way. Rainbow Dash punched a hole in the wing of the interceptor, tearing through in a burst of shredded metal and prismatic light. The Lightning fighter lost control, spinning into a death dive while trailing a spiral of smoke and armor scraps.


Rainbow gave no exultant cry or victorious flourish as she leveled out. Her visor was locked onto the sinking Thunderhawk. Red icons flashed over blinking data-screed as her armor cogitator explained in excruciating detail why all the parts of the gunship currently on fire weren’t working. The vox connection was silent; in a normal combat airspace a pilot would be broadcasting a call for help, but what good would that do them here?

An autocannon shell whipped by overhead, reminding the pegasus that she was now the only viable target remaining. Rainbow Dash swallowed her pain and banked into a wide turn to face her opponents.

“No way to help my friends, no way to escape the planet… nothing to do but fly and fight until the end…” she whispered to herself, locking her visor onto one of the Lightning interceptors. “Too bad for you.”

Her vox link lit up.

“Rainbow Dash, continue diverting the remaining fighters’ attention until we have landed. Then break off below the tree line. We’re attempting to regroup.”

Dest’s voice snapped Rainbow out of her grim funk, and she swerved hard to the left just before a lascannon sliced through the sky at her.

“What?! Dest?! You guys are okay?!” she gasped.

“No,” the Iron Warrior said bluntly, “we are not, by any conceivable measure, okay. We’ve lost both engines and I am unable to control our descent vector. The power core is barely functional and our fuel reserves could ignite at any moment.”

Rainbow twisted into a spiral while autocannon rounds thundered past her from multiple angles. “Fluttershy can still fly, right? Maybe if she-“

“Quiet,” Dest interrupted calmly. “The Sorcerer believes he and the unicorns can stabilize our descent sufficiently for us to survive the landing. However, we cannot afford any of the remaining fighters to notice and finish us off. Divert them until we’ve either landed, or until you see us detonate.”

Rainbow winced, and then she cut into a sharp upward turn. The screams of straining turbo engines filled the air while the interceptors tried to follow her movements and stay within attack range. “I’ve got it! There are only three of them left; this’s no sweat!”

“There’s another two squadrons bearing due east-by-southeast,” Dest pointed out.

Rainbow spun about, and she had to suppress a whimper when she spotted several dark shapes in the distance. “You’ve gotta be kidding me! There’s MORE?!”

“This world has hundreds of operational aircraft on standby,” Dest pointed out before a loud popping noise came from somewhere around the vox receiver. “The fighters are escorting Valkyrie gunships. This is fortunate in that they are slower than the main fighter aircraft and will delay the arrival of the new threats, and unfortunate in that they likely carry soldiers to hunt us down in the event of a successful landing.”

Rainbow’s expression hardened, and she glanced down to track the interceptors already on her tail. “They can send two fighters or two hundred. They’re not gonna take me down! Take care of the girls, Dest!”

“It is largely out of my control, but I will endeavor to do so,” the pilot replied, his voice steadily breaking up into static as the signum degraded. There was a sizzling noise on the other end, and after a few seconds the words CONNECTION LOST appeared at the top of her visor.


Rainbow licked her lips, zooming in on the crowd of incoming hostiles. “Hey, uh… magic space armor? You listening?”

A cursor appeared in the corner of her view screen, blinking steadily.

“We’re in a tight spot here, but if you can just keep the big lasers from slicing me in half until I can get in the middle of those guys, I think we can pull this off. What I want you to do is put as much juice as you can into the turbo booster for four seconds, and then shift all that energy to the bouncy boot jet thingy. Then after four seconds, switch it back, and keep going like that until I say stop.”

Affirmative. Alternating power routing in 4… 3… 2…

“Please be okay, everyone,” Rainbow breathed while her engines charged.

Then the pegasus took off like a rocket, soaring toward the incoming reinforcements.





“We have lost our vox signum. Damage is affecting all main systems now. We will have total power loss within minutes.”

Dest’s voice was grim but calm over the vox. The passenger bay wasn’t nearly so collected. Serith stood in the middle of the floor, palms upraised and head bowed. Trixie and Rarity stood on either side of him, their horns aglow. Each of the unicorns kept glancing away, however, distracted by the various small fires and concerning popping noises that kept erupting around them. Suuna and Pinkie were clutching each other in horror, while Fluttershy clung to Applejack’s armored tail. The floor was badly tilted and kept shaking, and Serith and the armored ponies had to stay mag-locked to the floor plating to stand.

“FOCUS, equines,” Serith hissed, “your lives depend on it!”

“I’m trying!” Rarity gasped, her horn casing pulsing with blue light. “I’ve never tried to levitate something like this before!”

“Are ya sure ya can do this? Ah don’t think we’re slowin’ down…” Applejack gulped.

“If you want to take your chances with this world’s gravity on your own, the embarkation ramp is already unlocked,” the Sorcerer retorted, his hands blazing.

“Fluttershy! You can still escape!” Rarity said, her horn flickering.

“I SAID FOCUS!!” Serith barked.

Fluttershy shook her head, still clinging to the armored coiling around Applejack’s tail. “I w-won’t go! You can d-do this, Rarity! We b-believe in you!” Her voice quivered as badly as the gunship itself, and she squeaked in fright when a ceiling panel fell and bounced off of Applejack’s cowl.

“I… I just…” Rarity’s breath was heavy while her magic brightened and dimmed like a strobe light. “Everything about this is impossible! The angling! The velocity! The mass! I can’t even properly see what I’m trying to grasp!” She gasped, and her horn casing pulsed again.

“Ah can’t even imagine how difficult it is,” Applejack said firmly, “but you’ll pull it off, Rares. Yer just that kind of pony.”

Rarity growled in frustration, and motes of blue light appeared and started orbiting her horn as her concentration intensified.

“…… You know she’s not the only one trying to save us all, right?” Trixie asked. “Any words of encouragement for the rest of us?”

“Uh, well, Ah hope you’ll pull it off too, sure,” Applejack added awkwardly, “but ya always struck me as the sorta mare to buckle under when the chips were down.”

“WHAT?!” Trixie shouted, outraged.

“Stop arguing! Maintain lift!” Serith snapped.

A small explosion came from the wall, and a panel opened up before spilling parts and bits of shredded metal onto the floor.

“We’ve lost all power. Controls are completely unresponsive,” Dest said over the helmet vox. “You have seconds remaining until impact.”

Serith howled angrily, balling his gauntlets into fists and thrusting them into the air. The shaking of the gunship intensified, but it wasn’t clear that it was moving any more slowly. Rarity’s magic aura was shimmering all around her, and hidden capacitors on her armor started to emerge from vector slots and spark dangerously.

“Is it working? I don’t think it’s working!” Pinkie said.

Trixie’s eye twitched as the altimeter in her visor display slipped into double digits. A growl started building from deep in her throat. Her eyes flashed, and the aura around her horn casing winked out.

“Trixie is NOT going to die like this!” the unicorn shouted, suddenly rearing up. “Being smeared across burning wreckage before even getting to set hoof on the ground?! TRIXIE WILL NOT STAND FOR IT!! HRAAAAAAAAAAAAUGH!!”

The others, in the panic and desperation of the moment, didn’t all give their full attention to the outburst. Applejack was trying to find a good spot to brace, reasoning that her armor might be enough to save her from the wreck, and Fluttershy was having serious doubts about her earlier determination not to escape by herself. Everyone noticed, however, when Trixie’s magic aura bloomed around her and swallowed the visible magic coming from Serith and Rarity.

What was a surprising and hopeful sight of arcane prowess turned somewhat alarming when the magical energy darkened from pink to red. Crimson power roared around the psykers like an eldritch flame, and Serith recoiled in shock.

The gunship lurched, and the passenger bay swung about again so that the floor was mostly level, with a slightly downward tilt toward the front. The hull creaked dangerously, and several more panels popped and folded under the stress while the gunship trembled.

“Tr-Trixie?” Applejack mumbled, her jaw slack. “What’re you-“

“THIS THING IS TOO HEAVY!!” Trixie declared. It sounded like an angry complaint more than an excuse or a lament, and the fiery swath of magic power suddenly pulsed. Rarity squealed in fright and Serith’s armor rattled from the force bleed running through it. A second later there was a loud clunking noise that came from somewhere outside the gunship. Trixie’s visor lenses turned black, like they had been filled with pitch, and then flashed brightly again. Rarity and Serith were as confused as ever, but went back to concentrating on levitation in grim silence.

The Thunderhawk stopped shaking quite as much after this, and for several seconds everyone held their breath. Suuna, who was tightly hugging Pinkie Pie through the bars of her restraint harness, cracked an eye open fearfully, and then she slowly turned her head to look out of the back of the gunship.

She didn’t get so much as a glimpse before the Thunderhawk landed.


“AAAAUGH!!” screams of panic and shock came from several individuals as the transport gunship touched the first obstacle in its path. Trees knocked the aircraft to one side or the other, and the sound of cracking wood and shrieking metal created quite a din on top of the shrieks. Fluttershy lost her grip on Applejack and slammed painfully against a wall, although she managed to mag-lock her greaves properly after that. Serith maintain his footing, technically, but Rarity swung into his leg with such force that the thigh sleeve and knee joint came apart and were sent flying across the passenger bay. The embarkation ramp struck the ground, flipped up, and then slammed into a damaged lock brace hard enough for one of the hinges to break loose.

Still, after only a few more lurches and crashes the final jarring impact rattled the frame of the Thunderhawk and it finally came to a rest. The occupants slowly looked up, terrified but hopeful, their breaths short and hearts pounding (exempting those who did not possess the requisite organs, of course).

“HAH!!” Trixie shouted, trying to raise a hoof to point at Applejack. She failed to unstick to her hoof from the floor, as it was still fully mag-locked and she didn’t QUITE trust that she didn’t need it that way anymore, so instead she leaned forward sharply while pointing her horn at the farmpony. “Who was it you said buckled under?! Not Trixie!”

Applejack blinked slowly. “Er… okay, yeah. Ah’ll eat mah words. That was amazin’ Trixie!”

Rarity seemed far more shaken when she interjected. “Y-Yes, it was, but when you-“

Rarity was cut off when the door to the pilot’s compartment was suddenly ripped open by a thick, blackened claw. Fluttershy would have shrieked in surprise, but she still had the wind knocked out of her and could only manage a soft wheeze.

“Run! Evacuate the Thunderhawk immediately!” Dest commanded as he strode through the passenger bay. Without waiting for a response, he reached for the restraints securing Pinkie and Suuna and sliced them free of the much-abused hull mountings.

Pinkie practically tumbled free of the restraint harness, but Suuna was nursing a bleeding cut on the side of her head and clutching her stomach while moaning weakly. Before either of them could protest, Dest snatched Pinkie up in one arm and the hapless woman in the other.

“Stop gawking and move!” the possessed Astartes barked, dashing toward the rear of the gunship. The embarkation ramp was only partly open and wedged in the ground at an angle, but a solid kick from a ceramite boot ensured the path was clear.

“I, ah, seem to be missing a few crucial components,” Serith said awkwardly, still standing on one leg. He wedged the blade of his force halberd under the stray boot still locked to the floor, prying it off, but he was still missing the rest of his right leg.

“Trixie has the sleeve! The knee joint is next to hick pony!” Trixie shouted, levitating the armor piece before galloping after the pilot.

Rarity spotted the other piece and grabbed it with her magic. “Okay, but why are we running, exactly?”

“If he had time to explain he woulda told us!” Applejack used her gravity lash to yank Fluttershy over and onto her back, and then she took off as well.


The others evacuated the gunship in a mad dash, clambering out into the forests of Ulaisse. The terrain was quite thick, with dense tree coverage and extensive underbrush, but with the Thunderhawk having plowed some of it over on landing and Dest’s blade-covered mass leading the way, the group made rapid progress.

“Wait! My Dreadnought!” Pinkie suddenly shouted, squirming under Dest’s arm. “What happened to my Dreadnought? It was too big for carry-on! We have to go back!”

“There’s no time,” Dest replied firmly, scything down some overgrown reeds with his shoulder-mounted servo blades.

“Your walker fell somewhere else,” Trixie assured her. “It was too much dead weight and the mag-winch lost power, so Trixie dumped it before we touched down.”

“Now that we’re away from the gunship, can you explain WHY we’re running?” Rarity gasped. “Is there a fuel leak? Did you set a self-destruct sequence? Is it-“

The shriek of lascannon fire coming from above interrupted her and sent most of the party diving to the ground for cover. Lances of blazing red speared into the crashed Thunderhawk from above, striking it in pairs and punching holes in the hull. Autocannon fire followed it, hammering the wreck with dozens of shells before each aircraft finished its strafing run.

The ponies stared with wide eyes at the smoldering mess that had once been the pride of the 38th Company’s assault wing. No part of the vehicle had been spared, and the blazing remains of the passenger bay was completely exposed to the open air as the hull around it had been shredded. The cockpit had been completely caved in, and every one of the devices on the transport’s exterior that had generated the cloaking field was reduced to scrap and cinders.

“It occurred to me that the patrols would notice when we made a relatively soft landing,” Dest grumbled. “Between rapid elimination of the enemy and recovering some usable wreckage or prisoners, Imperial defense forces rarely choose the latter.”

Suuna started vomiting, and Dest gently lowered her to the ground before releasing her to heave her stomach out. “Once you finish… that, we have to go. We must put as much distance as possible between us and the wreck.”

“What else can we expect?” Applejack asked.

“They will deploy kill teams to mop up and secure the area, so we can expect to have Imperial troops tracking us since we cannot move without leaving an obvious trail,” Dest surmised. “Unless, of course…”

The others waited. Serith, who was reassembling his leg, hammered his knee joint back into place and then stamped his damaged boot onto the ground repeatedly.

“Well? Unless what?” the Sorcerer prompted irritably. “Out with it! I dislike reading your mind with that imbecile daemon nattering away all the time.”

“I saw bombers among the incoming reinforcements,” admitted the pilot.

Suuna took a deep breath, wiped her mouth on her sleeve, and then took off running again.

The rest of the group jolted into action once the sound of the first explosion thundered through the forest. The bomb blast was followed by another, and then two more, and then three more, each explosive crash building over the last in a terrifying crescendo. The Thunderhawk wreckage was utterly pulverized under the blasts, but the attack didn’t stop at the landing site. Bombs continued falling into the surrounding woods, ripping trees to shreds and incinerating underbrush.

“ISN’T THIS A LITTLE MUCH?!” Rarity complained as she galloped through the trees.

“Trixie hates to take the enemy’s side here, but we are still alive, so no!” the magician pointed out.

“Are they just flattenin’ the whole forest tryin’ t’get us?” Applejack asked. The bombs weren’t exactly following them, judging by the varying distances of the detonations, but they were obviously spreading away from the Thunderhawk’s remains.

“It wouldn’t be the worst strategy, but I doubt it,” Serith admitted. “Even among the most desperate Imperial troops smoldering with righteous fury, overkill has its limits. And bomb bays only have so much room.”

Dest rushed ahead toward a veritable cage of small, thin trees barring their path, cutting them all down with a single swing of his claw. Without even waiting for the severed trunks to land he jumped into the grove beyond, nearly landing on Twilight Sparkle.

“Yeep! Look out!” Twilight almost reared up in surprise, but then she felt Chrysalis start to slide off her back. She stumbled, but Dest grabbed her by the wing before she could fall over.

“Twilight! You’re alive! Hooray!” Pinkie Pie squealed, waving a hoof toward the alicorn.

“Run,” the Iron Warrior said simply, pulling her back upright. Then he suited words to actions, dashing through the shallow water with Pinkie still pinned under one arm.

Suuna, Trixie, Serith, Applejack, Rarity, and Fluttershy soon followed, plowing or jumping through the shredded reeds and racing past the Princess. None of them deigned to explain what it was they were running from, but the periodic booming noises coming from behind them convinced Twilight that they probably had the right idea. She shifted into a hover, leaning to one side briefly to shift Chrysalis’s unconscious body into a more secure position. Then she sped off after her friends.

“You made it! You landed safely after all!” Twilight gushed once she caught up with her squad.

“’Safely’ would be a bit generous, but I suppose I can’t complain!” Rarity gasped.

A flash came from their right, followed by a thunderous boom.

“Where’s Dash?” Applejack asked.

“She’s still diverting the fighters, I think! I have a link to her bio-readings, so I know she’s okay, but I’m not sure when she can-“

A brilliant flash of light came from above, followed by a noise that was similar to, but somehow distinctly not, a bomb explosion. Waves of color spread across the sky, shining a brilliant spectrum of light down between the webs of branches in the forestland below. A distant whistle sang through the trees, becoming rapidly louder and more shrill.

“INCOMING!!” Dest barked, turning sharply and pressing his back against a tree.

“What is?! From where?!” Trixie asked desperately.

Twilight didn’t reply, but instead she landed and summoned a shield dome. The others skidded to a stop, and then started searching the trees for the threat. It wasn’t hard to find.

With one wing completely shattered, a single large aircraft descended into the forest in a wild tailspin, leaving a spiral trail of blackened smoke behind it. The various armor visors all tagged the plane as a Marauder bomber, and then lost their target lock as it sank low enough to start running into trees. Luckily, the bomber came down well ahead of the space pirates, but as the Marauder came apart amongst a wave of shredded wood and shrapnel it was a grisly reminder to the ponies of the fate they had so narrowly avoided.


Everyone was quiet as the noise from the crash finally petered out. Most of the ponies waited silently for some order or observation from Twilight. The Iron Warriors kept their gaze on the skies, unsure whether the Imperial squadrons would follow the death of another aircraft with a blind strafing run.

“You made it! Oh, Celestia, I can’t believe it!”

Many of the mares jumped in surprise, and they whirled around to see Rainbow Dash standing atop a high branch in one of the nearby trees. Her armor seemed, impressively, undamaged, although her central thruster was bright red around the edges and the small “feather” thrusters were leaking blue sparks.

“I knew you guys could do it! Nothing can stop us!” Rainbow gushed, rearing up and pointing a foreleg up toward the sky. “Hay, maybe I should head back up there and take down one of those Valkyries! That’ll show these dumb-“

Serith sharply jabbed a finger at Rainbow Dash, and then drew it down toward the ground. The pegasus promptly lost any sense of motor control, and her words turned to incomprehensible mumbles before she dropped off the side of her tree branch and plummeted to the forest floor.

“Gah! Serith! Quit it!” Twilight snapped, barely switching her spell focus to levitation in time. Rainbow was caught on a cushion of sparkling purple light, and the Princess grunted before letting Rainbow Dash gently sink to the ground. “She already has a concussion, remember?!”

“Must have slipped my mind,” Serith drawled. “Now stay low, and be silent. Engage your armor’s non-detection profile and stay close to the trees.”

“Our armor’s… what?” Applejack cocked her head to one side. “Ah thought only Flutters had a cloakin’ thingamajigger.”

“All power armor suits emit a wide band of radiotronic auras and useful signum that make them relatively easy to detect,” Dest explained. “You can deactivate most of them with negligible impact on tactical mobility.” He moved away from the tree and stared off in the direction of the wrecked bomber. “It’s crucial we avoid long-range detection right now.”

“Crucial, but ultimately pointless,” Serith hissed. “If the enemy has stopped their bombing waves, then they’re dispatching ground troops. We cannot avoid them for long.”

Rainbow Dash pushed herself up, shaking her head to remove the psychic fog. “Then we’ll kick their butts too! What’re you moping for, Serith? We made it, didn’t we? Everyone survived!”

She hesitated, then glanced over at the charcoal-colored body draped over Twilight’s back. “She, uh, did survive, right?”

“I can’t be totally certain, but since her eldritch core replaces several key organs and it’s still ticking I would say yes,” Twilight allowed, “but it’s kind of hard to tell how extensive the damage is with all the… well, you know.”

“Our good fortune is extraordinary, and entirely temporary,” the Sorcerer sniffed. “We’ve already alerted the planet’s defenders. They know our location within a radius of mere kilometers. We have no ability to extract, and we are nowhere near the location in which we sought to infiltrate. All that remains is to see how many opponents we might take with us before they extinguish us.”

“Wow, way to be a buzzkill,” Pinkie grumbled, still held under Dest’s arm. Suuna reached over and tenderly petted her mane, but the young woman looked as despondent as anyone else.

“Okay, let’s not get ahead of ourselves, here,” Trixie said, stepping in front of Serith. “We still have a lot of magic, a really big Dreadnought, plus whatever Dest is. And Sparkle said she set up that message spell to contact the ship! We still have options here!”

“We do not, at the moment, have a Dreadnought,” Dest pointed out, carefully handing Pinkie Pie over to Suuna. “What’s more, I hesitate to recommend recovering it. There is no simple means with which to obscure the radiation bleed from a Contemptor’s atomantic generator.”

“Well, then,” Serith began, lowering himself toward Twilight in a mocking bow, “tell us, oh equine seer: now that we’ve reached the world you so desired to explore, where do we go next before the Imperium’s hounds are set upon us?”

Twilight kept Serith’s gaze for a few long seconds. Then she turned away, staring out into the forest. She closed her eye, and let her optical augment dissolve its image into static, clearing her vision.

“…………”

“…… Twilight?” Applejack asked nervously after nearly a minute of silence.

“I can feel it,” Twilight announced. “The… artifact… or whatever it is… Now that I’m here, it’s still reaching out to me.”

“Fascinating. Does it give directions, by any chance?” Rarity asked.

“I still have our navigational data,” Dest interjected. “I can lead us to our objective location, but that’s not the problem. The direction to our objective leads back through the Thunderhawk wreckage, which is where I expect the ground forces to begin their hunt.”

The alicorn Princess turned her head left. “This way.”

“That’s… not the direction I was referring to,” Dest admitted. “Is there another path?”

“I think so. I feel like someone is whispering secrets in my ear, but I can’t quite focus well enough to hear them clearly.” Twilight shook her head. “In any case, this direction leads us away from the Thunderhawk wreck, which we’ll want to do anyway.”

“Great! Then let’s get this show on the road!” Rainbow cheered. She jumped up into the air and started to hover, only for Dest to round on her immediately.

“Do NOT activate your impulse engines!” the pilot snapped, causing her to drop back down again. “Keep your energy emissions as low as possible! We have no idea of the extent or sensitivity of this world’s augur arrays!”

“Sorry, sorry,” Rainbow Dash grumbled, ducking her head before walking past the pilot. The other ponies followed, swiftly picking up the pace.

Sunna walked by next, still carrying Pinkie Pie against her chest. Dest didn’t know why the mare wasn’t running on her own, but as long as Suuna didn’t lag behind he decided it didn’t matter.

Serith brought up the rear, and as the Sorcerer passed Dest turned to follow him.

“For the record, I was being sarcastic when I asked the Princess to find a way forward,” Serith said bitterly while he advanced.

“We know, Lord.”


The trek through the forest was blessedly uneventful after the crash, despite the occasional noise of a patrol fighter flying overhead. Great trees with waxy blue bark and fan-like webs of branches and leaves stretched into the sky, forming the majority of the forest cover and shielding them from above. These trees varied in thickness from the diameter of an oil drum to that of a small cottage, but judging by the number of them that had been cut down by the fallen bomber they weren’t nearly as sturdy as they looked. A variety of smaller alien flora poked up in the gaps that leaked direct sunlight onto the forest floor: some were rail-thin spikes tilted toward the sunbeams, their leaves held close and razor-edged. Others boasted mottled flowers that weighed heavily on thin stems and branches. There was even one that appeared to be carnivorous, with a gaping central opening surrounded by petals that stunk so strongly of sweet honey that it almost hid the concurrent odor of rotting flesh.

The ponies didn’t remark upon the natural beauty surrounding them, busy as most of them were trampling it in order to escape the presumed kill teams that would be tracking them down. But Fluttershy found herself slowing frequently to step around a patch of flowers and furtively take some pict-captures with her visor. There were even some alien animals about, although most seem to have scampered into hiding due to the nearby plane crash and aborted bombing raid.

Crab-like scuttlers the size of a human hand with shells like gleaming black thorns attached themselves to trees, sometimes attended by a swarm of much smaller, similar organisms. Many-legged mammals that resembled weasels with bushy red fur poked their noses out of subterranean burrows, hissed at the strange armored intruders, and then slunk back underground. Birds of all colors and sizes watched the party – dressed as they were in gleaming metal armor – from the high branches, occasionally whistling or squawking. Whenever the sound of a fighter’s engines approached the avian aliens would scatter in a practiced panic, gliding from one tree to another on wings of bright orange or striped ivory.

The pirates passed by the wreckage of the downed Marauder bomber without pause or investigation. Bits of metal shrapnel and shredded foliage were scattered everywhere in the surrounding area, and a flaming pool of promethium was slowly spreading from the crumpled airframe. The crash had also opened up a great deal of the forest canopy, and Fluttershy spotted a few other columns of smoke in the distance.

“Rainbow Dash, uhm, how many enemy planes did you wreck?” the meek pegasus asked.

“I got three of them total. Only managed to take down that bomber after Twi and Chryss left the fight,” Rainbow answered with a sigh. “Those stupid interceptors are hard to hit! And the pilots are no joke! I tried to zip around in the middle of the group so they might run into or shoot each other, but no luck. Those gunships nearly got me!”

“Now you see the difference between Orks and men,” Serith interjected. “The greenskins treat war as mere sport. Few other species can afford such laxity.”

“The Imperials lost seven aircraft and we still managed to land,” Dest countered. “That’s quite a heavy loss to put down a single Thunderhawk.”

“It’s little comfort,” Serith replied sharply. “With every setback they will return with double the numbers. Where can we run? How can we hide?”

“Underground,” Twilight said. “The ‘underhive’ or whatever you call it. We can take refuge there. A maze of tunnels and no room for aircraft.”

Dest hesitated. “We’re very far from our proposed landing site. The underhive of a finished city wouldn’t extend nearly this far from the outer reaches. Are you certain of this?”

Twilight seemed unperturbed. “Then maybe it’s something else. But it’s there. Just a little further…”

“Hey! Look! The Dreadnought!” Pinkie chirped, squirming out of Suuna’s arms.


Sure enough, sitting at the base of one of the forest’s larger trees was the empty shell of Pinkie Pie’s excessively decorated Contemptor Dreadnought. The assault walker lay on a bed of torn branches, slumped on its side, but appeared largely undamaged. Sap oozed down over one shoulder where the walker had gouged out part of the trunk, and several of the local woodland animals were crawling around the massive metal frame. The Dreadnought’s head had apparently come loose on impact and landed several meters away, and a bright blue snake-like creature with a mouth covered in fleshy whiskers was coiled up inside.

“Wow. It’s in pretty good shape fer bein’ chucked overboard like that,” Applejack remarked, looking up into the hole in the forest canopy.

“It helps that the gravity here is some eighty-three percent of what we’re used to in Equestria,” Twilight replied. “It had a lighter fall than it would have gotten back home.

“Oh. Really?” Applejack stomped a heavy armored boot onto the ground, as if testing its weight. “Ah didn’t really notice.”

Some of the other mares snickered at this, but Fluttershy’s attention was locked elsewhere. A large bird with six eyes and a very long, curled tail plume had landed on a branch overhead and was starting to sing. It’s voice was a shrill whistle that swiftly rose and fell in pitch, carefully punctuated into distinct bursts of varying length. Fluttershy, fascinated, adjusted her autosenses to focus on the bird’s song and shut out the noise from her companions.

“It’s fortunate we found the Contemptor in good repair, but I must remind you all that reactor startup will almost certainly result in immediate detection and the beginning of strafing runs,” Dest said.

“Well what’re we supposed to do with it? We can’t carry it,” Rainbow Dash grumbled.

Pinkie trotted up to the helmet and tilted it to the side, dumping out the new occupant onto the ground. The alien hissed at her, but quickly scurried away without further complaint.

“There is no chance the Imperials will not find this area, even if they elected for some reason not to hunt us down. It’s too close to the Marauder crash site,” Dest said ruefully.

“Can we hide it somehow?” Rarity asked.

“I was thinking more along the lines of trapping it,” replied the pilot. “If we can eliminate one of the pursuit teams, it would slow their progress and might keep the rest away from the… hm?”

Dest turned and glanced down, where Fluttershy was ever-so-gently tapping her boot against his.

“Um, excuse me, b-but that b-bird says the aircraft are dropping, erm, th-things all throughout the f-forest,” she said, stumbling over her words in a panic. She jabbed a hoof toward the bird she had been observing, which was running its long, curved beak through its wings.

“… That bird communicated with you? It can speak?” Dest asked, perplexed.

Twilight was less incredulous, and quickly addressed the more important part of the warning. “What ‘things’ are they dropping? They can’t be more bombs, or we would have heard them.”

“Er…” Fluttershy glanced back at the avian alien, which gave a brief squawk. “I don’t know. They’re big and round and shiny, and like you said they’re not exploding. But it sounds kind of important, I think? They wouldn’t be dropping those things unless they had something to do with us, right?”


The sound of a fighter craft approaching sent the pirates scattering, each one of them pressing against a tree or jumping into some underbrush. The bird that had warned Fluttershy gave another sharp whistle, and then it too took off into the surrounding forest, abandoning the travelers to their pursuers. The aircraft circled the area briefly, doing a circuit around the crashed bomber, and then dropped something from under its wing before it boosted away.

Despite Fluttershy’s warning, the party prepared themselves for an explosion and Twilight raised a magic shield. But just as she had suggested the object plummeted through the forest balcony and hit the ground with a dull, non-explosive thud. Its head was a weighted spike that pierced the ground several feet deep, and everything above it was a fan of rods, antennae, and sensory bulbs.

It immediately reminded Twilight of Crabapple’s first body; the recon automata that had landed on Sweet Apple Acres about a year ago. She was about to say so, and announce several alarmed hypotheses around this observation, but Dest proved to be faster.

The bark of a boltgun thundered through the trees, and the device was torn apart at the stem that connected the weighted base with the sensory instruments on top. Shards of metal and glassine splashed across the forest floor, and a jet of sparks blasted from the jagged wound.

“Augur buoy,” Dest hissed. “They’ve been scattering them throughout the forest since the bombing stopped.”

“Well, aren’t they well-prepared?” Serith grumbled. “That fighter wing didn’t have enough time to return to a base and redeploy. Evidently this is standard equipment for these forces.”

“What exactly does that mean? What’s an augur buoy?” Rainbow Dash asked.

“It means that Pinkie Pie needn’t worry about giving us away with the Contemptor Dreadnought,” Dest said grimly, “it’s quite redundant at this point.”

“Woo hoo!” Pinkie kicked the Dreadnought’s head into the air, and then leapt up into the assault walker’s neck. Her bright pink tail vanished into the massive gorget, and then the helmet fell down into place over her.

“So, they can see us?” Rarity asked, staring up at the treetops anxiously.

“They can detect us, and surely they can approximate our location to some degree,” Serith said. “The data they’re receiving may not be sufficient to guide strafing runs or establish missile locks in the absence of visual contact, but it will greatly simplify tracking us down.”

“It would be enough for another, more narrowly targeted bombing attempt, too,” Dest said. “Pie!”

A deep rumble came from the Contemptor’s engine, and the walker pushed itself up to its feet. “Ready!” The twin-barreled butcher cannon lifted into firing position, and a tiny squirrel-like alien fled from the ammo hopper and raced up a tree.

“Sparkle, wherever you’re taking us, it had better be close!” the pilot barked.

The sound of more aircraft came from above; many engines this time, rather than a single pair.

“Let’s go! Hurry!” Twilight shifted into a hover again, a mop of Chrysalis’s seaweed-green hair hanging over one shoulder pad. Her friends galloped past her, followed by the Dreadnought.

“Incoming! Scatter!” Dest commanded as the aircraft soared over them.

Autocannons thundered as several heavy fighters fired blindly through the treetops, gouging holes in the trunks or shredding the heaviest branches. Several rounds made it to the forest floor uninterrupted, blasting dirt and underbrush into the air but failing to come particularly close to hitting any targets. The fighters quickly pulled up and peeled away, and the buzz of their engines were soon drowned out by even larger ones.

“Here comes the bombing run! Everyone take cover!” Twilight warned, turning around and watching the sky.

The whistling of falling bombs came from behind the party, but the sound was soon swallowed by the crash of their explosions. Light pulsed through the trees, and leaves were blasted off the dirt from the rush of hot air. Trees close to the hearts of the explosions buckled and fell over, carving large gaps in the forest canopy while the detonations marched closer and closer to the pirates.

“Twi? Ya gonna put up a shield or somethin’?!” Applejack shouted nervously while the ground trembled underhoof.

“Something, yes,” Twilight remained in place, hovering a foot above the ground with her eyes fixed skyward.

The bomber flew overhead, and another high-explosive bomb dropped out of its ordnance bay. Twilight’s horn casing lit up with purple light, the circuit paths pulsing. Two more bombs hit ground on either side of the party, blanketing them with thunderous noise and gusts of hot dust. Twilight didn’t budge, her visor bracketing the great black warhead falling toward her.

“Got it!” With a violet flash, a beam leapt from the tip of Twilight’s horn casing to the bomb. It stopped plummeting, wrapped in a purple glow, and hovered uncertainly in the air.

“Pinkie! Hit it!” the armored Princess ordered, breaking her magic spell.

“Ka-booom!” Pinkie sang, levering the Dreadnought’s butcher cannon upward.

The cannon discharged a single shot, punching clean through the bomb and nearly tearing it in half. Then the bomb detonated, blasting a wash of flame in all directions and ripping apart many of the topmost tree branches. The ordnance wasn’t nearly high enough to pose a threat to the aircraft passing overhead, but it was high enough that the explosion didn’t pose a risk to those on the ground, either. The nearest trees shook and swayed, unsettled, but quickly steadied themselves rather than falling over.

More bombs crashed to the ground ahead of the party while the bombers completed their run, the noise continuing to roll through the forest in a pounding cacophony. Dest stood up from his cover, boltgun still in hand, and swapped his visor mode to look for heat signatures.

“… We’re safe, for the moment. Good work, Sparkle.” He mag-locked his gun to his thigh. “The bombs should badly disrupt the augur scanning briefly, and the bombers likely have to rearm by now. You’ve bought us several minutes, at the least.”

“UuuaaaAAAAAGH!” A groan came from the body on Twilight’s back, slowly rising to an inarticulate snarl. “WHAT is all this NOISE?! Can’t a Queen get a nap in on this wretched vessel?”

“Hey, Chrysalis survived after all! Cool!” Rainbow Dash said cheerfully. “I knew a lascannon or… uh… ten wouldn’t stop her for long!”

Chrysalis slowly lifted herself up, lost her balance on Twilight’s back, and then fell onto the ground with a yelp. “Gah! What’s going on? Where are we?”

“We’re on Ulaisse’s surface, being hunted down by Imperial patrol teams,” Serith explained calmly while he walked past the Queen. “Sparkle, lead the way. We’ve already lost too much time.” A pair of fighter craft roared by overhead, punctuating his warning.

Chrysalis glanced up, and then pushed herself upright. “What happened to the transport?”

“Destroyed. We will have to find some other means to escape this world,” Dest admitted.

“What? How will we do that?” the changeling asked, swaying slightly while the fog slowly lifted from her thoughts.

“We probably can’t. But finding immediate respite from our foes would at least give us the opportunity to dream up unlikely possibilities,” Serith said.

“Are all your missions like this?” Chrysalis asked bitterly, her wings buzzing to lift her off the ground and carry her after the others.

“The part where we’re surrounded by enemies and badly outnumbered is quite common, yes,” Rarity replied. “Usually we have a better idea of what near-impossible task awaits us before we can go home, though.”

“Look out everyone! Planes are coming around again!” Pinkie shouted, suddenly turning to shield Suuna with her melee arm.

Autocannon shells and cluster rockets sliced through the treetops above, sawing across the forest floor and spreading blasts of flame in a wide area. Twilight raised a dome shield this time, grunting as several heavy rounds and a single rocket warhead slammed into the barrier. Another rocket struck Pinkie in the shoulder, and Suuna flinched away from the blast of heat and sound of shrapnel clawing against heavy armor.

“Hey! Watch it, bozos!” the party-loving pony shouted, whirling about and swiveling her butcher cannon upward. A full salvo rattled the weapon as it chased the fighters through the branches overhead, but the shot was way off. The aircraft peeled off from their strafing run, gaining altitude in preparation for another pass.

“Is there anythin’ ya can do about those daggum planes?” Applejack groused as the group started moving again. “We’re like apples in a barrel down here!”

“We already tried fighting them! It didn’t go well!” the Princess retorted.

“It wasn’t that bad! We got seven! Eight, if you count the one that flew off after Serith and Trixie messed it up!” Rainbow countered. “I’m good for one or two more!”

“No! Rainbow, we can’t get separated again! We’re almost there, I promise!”

“They’re coming around for the next pass,” Dest warned, again taking cover next to a tree.

“Let them come,” Chrysalis announced, her eyes flashing green and her core pulsing a bright crimson.


Rarity and Fluttershy scrambled away as the Changeling Queen started to grow. Her legs extended and thickened, and then twisted around as the joints developed a new articulation. Her torso swelled upward and outward, and gun barrels popped out of both shoulders before missiles started sprouting from her chest in neat, boxed rows.

“That… is not a real Defiler variant…” Serith pointed out dumbly as the crab walker lifted itself up on its four scythe-like legs.

Two quad autocannons swiveled about on either side of the Defiler’s torso, and the gold-trimmed head of the assault walker craned upward. Targeting beacons flickered to life before Chrysalis’s eyes, and as one of the fighters reached attack range her systems confirmed a target lock. The missiles stacked in the central torso extended, preparing for launch.

The battery unleashed its munitions into the sky, slicing through the branches high above. The staccato pounding of the anti-air cannons was followed by the scream of dozens of missiles rocketing up into the air in sequence, leaving a long trail of contrail smoke through the forest. Autocannon fire crossed back the other way, but only a few made it to the crab-legged walker.

The lead Thunderbolt fighter shook violently as it ran headlong into a web of explosive shells, its armor plating folding inward and tearing from the impacts. The missiles reached it before it could alter its attack run, and a string of warheads tore into the fighter’s underbelly, gutting its frame. The Thunderbolt began to spin in the air and lose altitude while trailing fire and scraps of metal. The two fighters following it peeled off, avoiding a second salvo of missiles that missed the lead aircraft and sought new target locks.

Chrysalis stopped firing, and the many scattered shell casings started to disintegrate into sparks of bright green. The damaged fighter smashed into a tree, jarring it loose from the ground and sending the blazing aircraft spinning off further into the forest.

“I think I prefer fighting from the ground to fighting in the air,” Chrysalis mused to herself before a fuel explosion lit up the section of forest behind her. Once the roar died down, she swiveled about to look down at Dest. “How many of them are left? I can keep this up for a little while, I think. The autocannons sting, but much less than those lasers.”

“Huh… the enemy fighters can pick out a daemon engine very easily for an attack run, but perhaps if you shifted back and forth between forms to confuse their targeting…” the pilot glanced at Serith.

“No! Look! We’re there!” Twilight announced, dashing ahead of the others.


Beyond a wall of smaller trees and brush that had been plowed over by the downed fighter, was a wooden building. It wasn’t overly big, but was definitely larger than a typical woodland cottage while still being small enough to sit comfortably between the larger trees planted at each corner and obscuring it from above. There was a courtyard with a plain wooden fence partially overrun by vines and shrubbery, and a marble statue that had presumably been quite charming before a flaming jet engine had crashed through it.

The ponies bolted for the structure, with Pinkie Pie gently scooping up Suuna in her Dreadnought’s hand to carry her over the scattered flame and debris. The Iron Warriors hesitated, staring at the skull above the double-door entrance surrounded by a golden halo emblem. Their delay was short-lived; neither had any qualms about despoiling a shrine of the Imperial Cult with their presence, and it was surely the most substantial shelter currently available.

“Get inside! Hurry!” Twilight leapt the fence to get into the courtyard, but the barrier was demolished a moment later by a massive steel claw as Chrysalis scuttled after her.

“Can’t we wait for them to try another attack run? I want to knock down a few more of their fighters,” the Changeling Queen asked.

“We already underestimated the defenders once and you almost ended up smeared across the forest floor for it,” Twilight retorted, jumping into the air and hovering about to face the enormous daemon engine. “Engage Nemesis lock. Core configuration alpha-two.”

“What? HEY!!” Chrysalis shouted in anger as she felt the rush of power from her chest choke down to a veritable trickle, and then she began to shrink. “You could have just said no!”

“I think the door is locked,” Rarity announced, her magic aura tugging uselessly at the large double-doors that made up the entrance.

The thump of heavy greaves against the dirt came from behind her, and Applejack raced past the unicorn. She lowered her head and crashed into the doorway, crushing the reinforced timbers and smashing the door apart.

“Ain’t locked no more!” the farmer announced, shaking off the dusty splinters. Then she stepped inside.

“I take it you’re not expecting the Imperial hunting teams to miss our path of retreat,” Serith quipped.

“I don’t think they’re going to miss where we’ve been so far, and a Dreadnought isn’t going to be hard to track beyond that,” Twilight replied, heading into the building. “Now let’s see what we have here…”

The interior of the building held a shrine. Small benches were arranged in irregular rows across a rough wooden floor, positioned so those sitting on them faced an altar at the end of the structure. Upon the altar stood a worn stone statue of a faceless woman bearing a halo and wings, with her arms wrapped around a sword. Candles were scattered across the interior, mounted in wall receptacles or clustered on tin dishes, but none were currently lit. The only light in the room filtered in from the rows of high windows on either side of the shrine and the new opening where the front door used to be.

“Well, this is… cozy,” Rarity said anxiously, grimacing at the décor. “I’m not so certain this roof can weather a bombing run, though. Twilight, are you sure this place is safe?”

The alicorn stood just inside the entrance, staring. A ghostly figure, body warping and indistinct, was creeping across the floor toward the altar. Glancing at her compatriots, Twilight could tell none of the others saw it; while the figure was moving in full view of the party, they were all looking around at the décor or the altar statue.

“Well? What now, fearless leader?” Chrysalis grumbled, glaring down at the young Princess. “This looks like the end of the line, to me. Care to undo the core lock again?”

Dest, Serith, and Pinkie Pie were the last ones in, with the Contemptor Dreadnought tearing out part of the wall to gain entry. Equinought Squadron fanned out around Twilight, searching for some clue as to their salvation. Trixie waited uncomfortably in a corner, her visor’s gaze pinned on the floor and her armor shifting every few seconds.

Twilight watched the apparition reach up to the altar, extending a wispy hand to the handle of the sword in the statue. Then the vision vanished, blown away like smoke in the wind.

She walked up to the altar, rearing up and bracing her forelegs on the front. Then she craned her head around to see behind the sword. A small wedge of rock stuck out from the back of the pommel. Even on close observation it was impossible to distinguish it from a decoration or stray imperfection that ended up hidden from the viewers due to the way it was carved. Yet when Twilight pushed against it with her telekinesis, the wedge moved and then clicked into place.

“Meep! What’s happening?” Fluttershy yelped as the floor started to tremble and the sound of machinery came from the back wall.

“Is that… a secret passage?” Rarity asked, gaping beneath her helmet.

The statue and many of the wooden slats it rested on slid backward, along with a good portion of the wall behind the altar. Beneath the receding flooring was a tunnel sloping downwards. It looked like it had been dug  mostly by hand with little but some wooden planks sitting on the ground to aid footing, but it was at least as old and well-used as the shrine itself, and it was large enough to accommodate Pinkie’s walker.

Twilight turned around. “Our exit. Or… entrance, rather. We are still in the first half of our mission, after all.”

“A smuggler’s tunnel,” Dest said, stepping down the incline. “Excellent. This surely leads somewhere useful, assuming it hasn’t collapsed since it was last in use. It will also sharply cut down the degree of firepower our pursuers can bring to bear on us. I will lead.”

“Great! Everybody inside, quickly!” Twilight said, beckoning into the tunnel. “Pinkie, you take up the rear. If we need to collapse the tunnel behind us or something everyone will already be clear.”

“Roger that, Boss Mare!” Pinkie Pie chirped, her Dreadnought slamming a hand into its helmet in salute.

“Miss Trixie, hurry,” Serith said, waving on the unicorn before turning to Suuna. “You too, slave. We have little time to spare.”

Suuna flinched, as she had been studying an offering dish on the side of the shrine. It didn’t have any coins in it – which made sense if this was a front for a smuggling operation – but rather contained several bracelets, beads, and hand-crafted charms. Many of the objects weren’t particularly interesting, but one had caught her eye: a brass amulet with a predator’s head at one end and a worm-like body extending from it and curling to form a crescent.

Her gaze lingered on the amulet, and Suuna frowned. And then, after a moment, she turned away. “Yes, my lord. Right away.” She briskly walked past the Sorcerer to catch up with Trixie, who had already dropped into the gloom below.

Pinkie’s walker twitched to the side as the sound of approaching jet engines started to reverberate through the walls. Placing a metal finger to the lipless mask of her assault walker, the party pony made a sharp “SSSSSH” noise and then crept into the tunnel after the others. Her every step sent a pounding thump through the floorboards, but soon even the Contemptor Dreadnought vanished into the darkness.


A series of clicks came from the altar, and then the statue and floorboards slid back into place, sealing the tunnel entrance.