• Published 20th Oct 2013
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Strange Bedfellows - BRBrony9



MLP/WH40K Crossover- An Imperial Crusade discovers a remote planet and its unusual inhabitants, but it soon becomes clear they are not the only ones whose interests lie in Equestria....

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By Dawn's Early Light

Out of the fading darkness they came, nearly thirty in number. They spread out, looming over the mountain peaks, driving hard for the volcano, engines throbbing, props whirring. Their gun ports were open, their cannons loaded, their shields raised. Thousands of ponies with dry throats and shaking hooves prepared for battle. Many knew they would not return. Each ship's captain led their crews in a short prayer to Celestia, that they should fight well, that they should not falter from their duty, and that she watch over those who fell.

For many of the ponies stationed in the Western Command area, this would be their first taste of battle. Not just since the invasion, but since they signed up as raw recruits. There was fear, but there was also resolve. There was nervousness, but there was also courage. Every pony who was scared half to death had only to look to their front, peer through the shimmering shields, to banish their terrors.

Leading the fleet were the royal sisters, beacons in the pre-dawn, seeming to catch every tiny shred of light and magnify them a thousandfold, glowing with untold power and grace. Their mighty wings beat a steady rhythm as the airships followed on behind, spearheaded by Celestia's new flagship, the Starswirl. The City-Class ships were next, escorting the Luna and the Cadence. The fast-attack craft were out on the flanks, providing perimeter security, while the transports brought up the rear.

The volcano lay ahead, smoking eerily in the crepuscular glow, containing unknown dangers. Only a very rough estimate of the Changeling numbers could be reasonably made, and even that was using outdated information. But the fleet of airships was the largest ever assembled in one place since the war with the Griffon Kingdom, and joining them in the assault were thousands of infantry below, marching in loose skirmish formation over the boulders and mountain streams. The terrain was unforgiving, but they were fit and well trained. They held their rifles at the ready as they moved in, eyes peeled, straining in the half darkness for any sign of glowing eyes or glinting fangs.

If the Changelings had not been alerted by the appearance of the airships over the mountaintops, shrouded as they were in the drifting clouds and fading darkness of the dawn, they could hardly fail to be aroused by the sound of their engines, the drone of a hundred turbines echoing across the landscape, reverberating from the peaks. A cluster of them rose up from the mountain, no need for disguise. The ponies knew where they were.

Anti-air guns were swung round to meet the threat. Observers took a rough count- a hundred, two hundred, five hundred, a thousand. Soon, the sky ahead was filled with Changeling drones, a great swarm, seeming to multiply with every passing second. They were ready to defend their home, and the ponies were ready to take it from them.

The huge bombardment cannon of the Starswirl, one of the few guns of the fleet that could engage the enemy without turning the airship, roared in fearsome anger, sending a huge shell hurtling toward the Hive. Though it was a rarely-used function, the shells could be set to detonate in airburst, rather than on impact, using either a time or proximity fuse. The cannon was too slow to fire and too inaccurate to be fired against single airborne targets such as airships or dragons. It was only used in this function to strike large groups of aerial targets. The Changeling swarm fitted the description perfectly.

The huge high-explosive round, normally used to penetrate bunkers, tunnels or other large reinforced structures, detonated in the midst of one large group of Changelings. At least a hundred ceased to exist within milliseconds, blown apart by the overpressure or shredded into pieces by the mass of shrapnel. The other Changelings showed no distress, dismay or fear at their comrades' demise. Instead, they charged.

Captain Lance of the Starswirl ordered signals to be flashed by lamp and flag to the fleet. The warships behind him obeyed with practised swiftness, swinging their bows either to port or starboard to form a firing line. The mighty Starswirl's ornately decorated prow, replete with carving of the famed wizard himself, came about to starboard. With the ships in position, their broadsides could be brought into play, and a hundred guns spoke in unison.

Changelings died by the dozen, but they returned fire. Green flashes of magic cut across the dim skies, a thousand flickers in the gloom, peppering the shields of the ships in the battle line. They shimmered and glowed under the barrage. Suddenly the skies were lit by crackling golden lightning, leaping between drones and frying them where they flew. Celestia and her sister joined the battle, showing no fear or hesitation, flying straight into the swarm, horns flashing and flaring. Luna launched coruscating balls of energy into the cloud of Changelings, which detonated in a similar fashion to the heavy shell of the bombardment cannon. The sisters fought side by side, back to back, swooping and swirling in the confused mass of Changelings. Green bolts of offensive magic bounced harmlessly off of their glowing gold and royal-blue shields.

The anti-air guns and the machine cannon on the decks of each warship rattled and spat fire, while the main guns began to bombard the area around the Hive. Though the Changelings could fly, they would also have set up ground defences around the entrance. The bombardment cannons of the Starswirl and the two Royalty-Class craft were not put into action, partly because of the orientation of the ships in the firing line, and partly due to fears of a collapse caused by their heavy piercing shells that could kill Twilight or destroy the Element. A fearsome amount of firepower was put into action against the Changelings that swarmed in their thousands, but for each one that died, it seemed that ten more replaced it.

They were coming out not just of the main tunnels at the base of the volcano that had been spotted by the scouts, but also from any number of vents and passages that were secreted in the rocks of the peak and those that surrounded it. It was like flying into a cloud of dust or sand that had been whipped up by a strong wind. The royal sisters continued their deadly dance among the enemy, not straying too far from the airships in case their assistance was needed. The Changelings were all over them, and all over each ship of the line. the sickening buzz of their massed wings audible even over the gunfire. They pounded on the shields, hurling magic at them probing for any weakness, any gap or opening they could find or force. Sometimes gunfire drove them back, sometimes they pressed on, a huddled surge of bodies at a particular spot where they smelled blood. Pegasi lined the rails with their rifles, blazing away, picking off targets as they presented themselves. Their objective was to enter the Hive itself, but to go over the side in this blizzard of horns and fangs would be to invite almost instant death. Instead the assault infantry stayed within the protective cocoon of the airship's shields, waiting for the swarm to thin. But far from thinning, it seemed to be getting thicker.




Private Phantom, a soldier of the Royal Equestrian Army of some six months' standing, crouched nervously behind a rock. Her hooves felt sweaty as they gripped her repeating rifle tightly, her helmet jammed uncomfortably on her head. This was her first battle, her first taste of combat, and she was terrified. It looked like hell was unfolding before her very eyes. She dared not risk another peek over the rocks behind which her squad sheltered in a long trenchlike dry riverbed with several hundred other ponies. The dark-purple earth pony had seen enough, but she knew they would have to advance into it very soon.

As part of the push from Vanhoover, her unit had linked up with others at the rendezvous point to the south and marched north to the cover of a valley just behind the row of hills that separated them from the rocky expanse that led to the volcano. They had waited out the night, getting only a pitiful attempt at any kind of sleep; it was cold, they lacked proper blankets or sleeping bags, and, for the middle of nowhere, there had been a surprising amount of noise- wild animals howling, coughs and sneezes from fellow soldiers, the occasional creaking of the airships that hung silently above the masses of infantry.

Though she had only lain in the chill for a few scant hours, it had seemed like an eternity, with all the multitudinous thoughts and fears that clouded one's mind before any momentous occasion, magnified tenfold by the nature of their task on the morrow. They would advance, not into the flashing guns and explosives of these human invaders, whom she had not seen in person. Rather, they would be charging into the teeth of a much older foe, one that had once been thought reduced to a minor menace. But now seemingly the entire military strength of Western Command was being directed against them in a full-on battle. It would be something to tell her grandfoals about, if by some miracle she survived. The greatest battle since the ones from ancient times, when sister fought sister and siblings stood together to defeat tyranny.

All she could see of it at the moment was a single airship hovering above, and that was enough for her. It was only a cargo craft, hanging well back from the fighting, lurking to the southwest. She knew there were many more, but rocks blocked her vision. On board were many more soldiers, shipped over from Canterlot and from Vanhoover itself, waiting to descend back to solid ground once a landing area had been cleared around the Hive. That, in part, was the job of Phantom and her unit. Under cover of darkness they had crossed the hills and advanced as close to the Hive as they dared without risking detection, before finding cover until the assault began. The infantry on the ground would push up while the airships occupied the attention of the swarm and thinned their ranks. Once they had cleared a suitable spot, in conjunction with the Assault Infantry from above, the troop transports could make a landing and deliver additional forces who would take the lead and sweep and clear the Hive itself.

That was assuming, of course, that they could get anywhere near it. The more Phantom thought about it, the less likely that seemed, so she decided to stop thinking altogether. That helped somewhat, until the Sergeant called, 'Make ready!'

Phantom rose on shaky legs, rifle gripped close. She still couldn't see over the rocks, but she waited for the command. All around her, soldiers were waiting to go over the top, bayonets fixed, rifles loaded. There was a tension in the air, almost unbearable, like the moments before a lightning strike. Gunfire crackled in the skies ahead.

Phantom thought of her family, back home in Vanhoover. She'd be the hero of the neighbourhood if she returned; her father would see to that. An ex-servicepony himself, he had seen action against dragons and Zebras before, though not like this. Nopony alive had seen anything like this, except the princesses. Hopefully, nopony ever would again.

Once more, the seconds seemed to stretch to infinity. Ponies waited, trembling, praying. 'Give the order...' somepony muttered. 'Why don't they give the order, for Celestia's sake?' Another pony coughed. Another vomited. Phantom spared a glance up and down the line. Ponies in full combat gear, as far as the eye could see, waiting in torturous silence, officers with peaked caps crouching on the edge of the slope, checking their stopwatches, peeking over the rocks.

Phantom's mouth was as dry as the riverbed. She began to recite a silent prayer to Celestia, but before she could complete it the tension was shattered by a shrill, piercing whistle that cut to the very bone. The signal was repeated all along the line, officers signalling the advance. The Sergeant called, 'Stand up and fight! For the grace and the might of the Sun! In the name of Her glory!' Advance!'

A mighty roar rose from the throats of a thousand ponies as they crested the rise, scrambling up the river bank, stepping between the boulders, and charging. Phantom found herself moving reflexively, though everything screamed at her to stay where she was. The river bed was safe. What lay beyond was not.

The rock field ahead was uneven and difficult terrain, but at least it might offer some cover. The skies above were filled with buzzing Changelings and giant airships, a surreal sight. Gunfire echoed around the canyons and hillsides. Magic and counter-magic flashed in the sky. Explosions rippled across the mountainside ahead, the base of the volcano around the Hive entrances being pummeled by artillery, not just from the airships, but now also from the Army's big guns, audible as a deep rumble from behind them, on the other side of the hills, howitzers lobbing shells in indirect fire. Dead Changelings were falling like rain, slamming into the ground all around them; an added hazard, but at least it seemed like the enemy had not noticed them

Phantom trotted quickly, keeping up with her squad. The great roar of determination from their collective throats had died away, and ponies were focused on survival once more, dodging falling bodies, keeping their eyes peeled for threats. Phantom stumbled more than once on the rock-strewn terrain. The volcano loomed in her vision up ahead, their target, smoking like a portent of doom. Normally, dragons would be quite likely to inhabit a volcano like this; an explanation, perhaps of where the ones that had limited Vanhoover's communications had come from, turfed out by the Changelings. Now it was time for another change of ownership.

Phantom kept on glancing up at the airships overhead, fearful that one might come crashing down, wreathed in flame, at any moment if she didn't watch out for them. There was a hell of a fight going on above, but the ground was still deserted. All the Changelings, it seemed, had been sucked up by the threat posed by the fleet. She could see more of the drones and workers flying up out of tunnels ahead, and off to the left, as well. She could see ponies, several battalions of the 5th Division, advancing steadily, closing in on the Hive under the air cover and the artillery barrage. She began to feel a little more confident.

Her confidence was fleeting. From seemingly nowhere, Changelings were upon them. They burst from some hidden entrance among the rocks off to the right flank, swooping down. Green blasts flashed, cutting down several ponies, unaware of their foe's arrival and dying silently. Shouts went up and rifles turned to meet the threat. Unicorns threw up shield walls or returned fire with bolts of magic.

Phantom felt her heart start to pound again as she heard the cries. She raised her rifle, seeing the visage of death flying at her. She ducked down as one Changeling passed just feet above her head. Her training managed to overcome her fear, and she leveled her rifle at the next one, squeezing the trigger. Her bullet struck it just behind the left wing, making it rear up in pain and drop, landing close to her. It hissed and charged, seeing its foe. Phantom froze, the sight of her certain doom charging at her driving all logic and reason from her mind. Her hooves still reflexively worked the lever of her rifle to load the next round, but she could not bring herself to fire it, transfixed by the creature. It was wounded, green blood leaking from its flank where she had struck it, but it showed no regard for its injury. Fangs bared, it was intent only on killing her, and it was sure to succeed. She had hesitated for too long.

A spray of gore erupted from the side of its head, and down it went, slamming into the dirt, dead, its brains leaking from its skull. The Sergeant moved up past Phantom. 'Get moving, private!' he ordered. 'Stand still like that and you're dead!'

'Y-yes, Sarge...' Phantom muttered. She shook herself from her daze and followed the Sergeant, with a long glance at the Changeling that had nearly killed her. There were plenty more where that one came from. A quick glance showed that there were drones all along the line, where other companies and other battalions were engaging. The Changelings were evidently fully aware of the ground threat, as well as the airborne one. The battle was now joined, in the air and on land.

The infantry still had at least two miles of ground to cross. It was a long way when under fire, and the Changelings were starting to react in force to their assault. They did not want to give up their home easily. More drones were pouring from unseen tunnels, both to engage the airships and to engage the infantry. Phantom gripped her rifle tightly. She would need it again, of that there was no doubt. She followed the rest of the squad. Green magic smashed into the boulders around them, blowing huge chunks out of them and sending clouds of dust into the air. Other squads were forming firing lines, holding position and engaging the enemy with rapid fire. Some were charging headlong into the fray, bayonets glinting as the first rays of Celestia's sun began to appear over the mountains.

Phantom struggled across the harsh ground. She was trying to stay focused on the task in hoof, but that was difficult when magic was flashing past your ears, shots were ringing out, and artillery fire was screaming overhead. Changelings were everywhere, seeming to spawn out of nothing. They swirled above, they scampered around on the ground, outnumbering the ponies by dozens to one. But the ponies had firepower, and they had magic too.

Phantom glanced up, and felt some of her fear dissipating. Floating above, as well as the airships, she could see the unmistakable golden glow of Princess Celestia, leading the charge, an inspiring sun shining in the pre-dawn sky. There, too, was her sister, Luna, battling bravely in the heavens, both sisters fighting together at this time, the transition between night and day. It was symbolic, no doubt; the sun and the moon fighting at dawn to rescue Twilight. Poets could write reams of verse about the battle. No doubt one day they would, assuming anypony survived to recount the tale. Phantom felt her spirit renewed by the sight of her leaders. With the princesses with them, they could not fail.

Yet the Changelings were trying their level best to dispel that notion. A hail of magic struck around the advancing platoon, killing several ponies. Phantom ducked behind a boulder once again. She rested her rifle on the top of it and looked down the sights. There were enemies everywhere. She took aim and fired, again and again and again. Her magazine was empty. She dropped back down to reload. Another five rounds were slammed home. She popped back up.

The attack was surging forward now, gaining momentum. Accurate rifle fire was cutting holes in the Changeling line, into which brave or foolish ponies could charge. But the Changelings did not need to form a solid line. They could fly, and they were in the air all around, swooping down from the battle above to reinforce their fellow drones on the ground. Some of them were not in their true form, but had adopted the shapes of some other creature to sow confusion and fear. There were dragons flying around, there were huge Yaks and Ursa Minors, there were humans. Most insidiously of all, there were also ponies, appearing as friendlies retreating from the frontline, only to reveal their real nature and cut down an unsuspecting soldier.

What had seemed a clear cut fight was rapidly descending into chaos. Changelings were all over the advancing infantry, in disguise, in their true form, on the ground, in the air. They found their attack steadily grinding to a halt in the face of overwhelming numbers. Their officers ordered them to form a strong firing line, and units coalesced around each other, forming ranks of rifles and bayonets, as if they were fighting an orderly battle against the Zebras with their spears and shields, rather than against an enemy who could attack from above, from behind, or from within. It was all they could do. Continuing the assault blindly into the swarm would invite the Changelings to pick them off piecemeal. All around protection was a lot easier to provide when not on the move.

The boulder behind which Phantom crouched became the lynchpin in her squad's defence. They formed a line beside her, rifles pointed outward, with other units covering their rear and flanks. The infantry consolidated into a strong line, several ranks deep. They would hold that position until the Assault Infantry could join the fight from above.

A volley of bullets cut down a dozen Changelings as they charged. Others bounded between the rocks and folds in the terrain to get closer to their foes, avoiding the gunfire. Their horns flashed, throwing magic at the ponies as they tried to organise and form a strong line. Several of the boldest creatures were impaled on sharpened bayonets after straying too close. All the while the artillery thudded away, heavy shells kicking up plumes of dirt and fragments of rock about a mile ahead. They were a lot closer to the Hive than they had been ten minutes ago, but there was still a lot of open ground to cover. Air cover would be critical if they were to make the charge.




As the battle raged below, so it raged in the skies above as well. The spotters had given up trying to estimate numbers; there were simply too many Changelings to count. It was like flying into a cloud. Despite the airships forming a battle line, each craft was like an island, surrounded by chittering wings and hissing tongues, riddled with magical fire and under constant pounding by bodies probing for an entrance. The Changelings concentrated their attacks on the underside of the gondolas; they were not stupid creatures. Anything learned by one drone or brood was quickly transmitted to the others through the Hive Mind, and they had long ago learned how to keep out of the firing arcs of an airship's guns. Crew or on-board Assault Infantry would normally be used for close defence to prevent just such action, by flying alongside the airship with their rifles, but with the shields being held so tight to the craft due to their proximity to others of the fleet, and with such a mass of drones beyond, they could operate neither inside nor outside the shield safely. As a result, the airships were limited to using their bow and stern-mounted machine-cannons to sweep the exterior of one another's shields clear of enemies wherever they could get aim on the lower gondola of the next ship along the line.

On board the Fillydelphia, Captain Ironside stood on the quarterdeck, directing operations aboard his new vessel. With the loss of the Canterlot, its crew had been disbanded and shuffled between other craft that were below complement. Ironside had been offered command of the Cadence, having more seniority than its current commander, but he once again stuck to his guns and wished to remain aboard one of the smaller craft that he knew so well. The Fillydelphia was the perfect choice, and he was moved along with his command crew to the other City-Class vessel, to lead it into battle against the Changelings. Two companies of Assault Infantry were on board, waiting for a clear run at the Hive entrance, where they would in theory be among the first units to enter in search of the Element of Magic.

The rapid-fire anti-air batteries of the City-Class airships were wreaking havoc on the drone swarms, their constant pom-pom-pom soundtrack contrasting with the heavier thump of the main guns and the rattle of the machine-cannon swivel mounts. It was hard, from inside the swirling shield wall, to get a clear picture of the entire battle, but from what Ironside could see, the Changeling numbers were barely thinning, if at all. He had lost sight of the princess and her sister, though he had no doubt they were still fighting. A quick glance showed Ironside the two ships next in line, the Starswirl ahead, and the Indefatigable astern, all guns blazing. The anti-air weaponry on both port and starboard sides were able to engage at the same time due to the overwhelming numbers of Changelings swirling around like snowflakes. The ships were buffeted as though they were in the middle of a blizzard. The shield was flickering, but it was holding against the onslaught, for now. While magic attacks couldn't penetrate the shields the way the human beam weapons could, they did cause significant distortion at the point of impact, and feedback into the minds of the unicorns powering the barrier.

More Changelings were charging in, holding the airships at bay from the Hive itself. The warships were holding their own, despite the heavy pounding of magic, but a large contingent of the Changelings had their sights on another prize. They flapped over the battle line and flew southeast, away from the fighting, towards the transports. Ironside spotted the danger through the shield, and ordered rapid signals flashed, alerting both the transports and the Starswirl, the flagship. A return signal flashed from the Starswirl's aft signal lamp.

'Helm!' Ironside called. 'Hard to starboard and all ahead full. Take us out of the line,' he ordered. 'We're going hunting.'

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