• Published 14th Mar 2012
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Warhammer 40k: Courage and Honour and Friendship - Verbose Soubriquet

The Ultramarines 2nd Company pursues Tyranids to Equestria.

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First (and Second) Contact

Chapter 4: First (and Second) Contact

Ponyville, Equestria 7:44 am

The night had seen a serious lack of sleeping, as the six Element Bearers, Spike, and Luna had spent a good portion of that night trying to figure out how all eight of them were going to sleep comfortably in the library. Spike was glad that his five friends and the Princess had made the offer to spend the night out of concern for Twilight, who had passed out soon after her second disturbing vision. Unfortunately, the library was not equipped to deal with six additional guests, resulting in a sort of organized chaos of spare pillows, sheets, and even a few clouds that Rainbow Dash had brought inside. Unfortunately, she had a tendency to shift around in her sleep, sometimes causing rain to pour from the cloud.

Well, at least Twilight slept well, Spike yawned as he saw the sun casting warm rays through the windows. She slept like, well, a dragon.

Fortunately, Spike had his basket as a convenient bed, so he slept sufficiently well. Judging by the fact that everypony else appeared to be doing their best to imitate multicoloured laundry draped across the floor and furniture; they had taken a while to get settled. Chuckling to himself, Spike stretched, feeling every stiff vertebra in his back and tail crack satisfyingly.

“Mmmmm... popcorn...” Pinkie mumbled in her sleep.

Spike almost broke out in raucous laughter at that.

“Good morning, Spike.” Luna’s voice was gentle and mellifluous, but that didn’t prevent Spike from nearly jumping out of his scales in surprise.

“Yikes! Princess, please don’t scare me like that!”

“Was our... my voice too loud? We... I was sure that I was not using the Royal Canterlot Voice.” Luna’s expression became one of embarrassment. Spike noted how similar that expression was to Twilight’s when she was embarrassed. Both mares had a tendency to take things a bit too seriously. Twilight would often misinterpret a sarcastic comment; a quality that Luna apparently shared.

“No no no, I was just being sarcastic!” Spike hurriedly added.

Luna cocked her head to the side quizzically. “We... I do not fully understand this concept of ‘sarcasm.’ Is it intended to be a form of humour?”

“Are you saying you don’t know how to be sarcastic?” Spike was incredulous. Sarcasm came to him as naturally as breathing. He had difficulty believing that anypony, even a centuries-old alicorn, couldn’t understand something as simple as sarcasm.

“No, I do not. Even as a foal, I was more serious than my sister... my sister? MY SISTER! WE MUST INFORM HER OF THESE DIRE DEVELOPMENTS! ALL OF FAIR EQUESTRIA MAY BE IN PERIL!”

Spike toppled over and bounced across the room, straight into a carefully stacked collection of thesauruses. Why Twilight needed so many was beyond him, as was why they were so heavy, and only available in hardcover. “Not aga- OW!” he yelped as the pile toppled with a mighty crash.


“Whuh? What in tarnation... where’s mah hat?”

“AAAHHH I can’t see I can’t see! Oh. I found your hat, Applejack.”

“Can’t a lady get her rest without being so rudely interrupted?”

“Huh, what’s going on?”

Everypony jumped awake except Twilight, who remained curled up in a fetal position in her bed.

Spike unearthed (or un-booked) himself from the pile of heavy thesauruses, rubbing his head. Why is it always books? Why couldn’t it be something soft, like pillows? That felt like getting yelled at by a dragon! Spike shuddered. Ohhh, bad memories…

“Princess, are you sure you’re all right?” Fluttershy’s normally timid voice was full of concern.

WE ARE IN PERFECT PHYSICAL HEALTH, FAIR FLUTTERSHY. WE-” Luna cut off abruptly, a look of nervous realization on her face. “We… I am sorry. I am perfectly fine, Fluttershy. I think you should be worrying more about Twilight Sparkle.”

“Oh no, Twilight!” Fluttershy cried, remembering the disturbing events of the previous night. Her long pink tail and mane whipping around, she took off towards Twilight’s bed. The purple unicorn had not been a quiet sleeper. She had been audibly tossing and turning all night, sometimes muttering snatches of her visions from the previous evening. Fluttershy examined her friend with all the concern of a professional nurse.

“Is she all right?” Applejack asked, having taken a break from trying to wrench her hat off of Pinkie’s face.

“She’s fine. Just asleep.”

“That’s a relief. She was sayin’ some pretty darn crazy things las’ night.”

In the meantime, Luna was rushing back and forth, searching through some shelves. “Spike, dost thou… do you know where Twilight Sparkle keeps her spare parchment?”

Spike rummaged around in a desk and withdrew a blank scroll. “You want me to take a letter?”

“Yes. Address it to my sister.” Luna cleared her throat and began dictating.
“Dearest Sister,

As you know, I left the Royal Palace last night to pay a visit to your student and her friends. With the help of Twilight Sparkle, I have made a startling discovery that could have dire implications for all of Equestria. I urge you to put the Equestrian Royal Guard on full alert, and bring a garrison to Ponyville. I request your presence here, as the nature of this discovery would be easier to explain in words.



Spike rolled up the scroll, and with a stream of green fire, sent it floating out the window off to Canterlot. “Okay, hopefully Princess Celestia will have an idea of what to do about this. But what about Twilight? She still hasn’t woken up! What happened to her?” Spike’s voice was almost hysterical with worry for his “sister.”

Princess Luna placed a hoof reassuringly on the young dragon’s shoulder. “Do not fret, Spike. She suffered a form of magical strain or feedback. She must have tried to touch the distortion alone. Even for me, the experience was… harrowing, to say the least. The magical strain of scanning something so distant and so powerful must have overwhelmed her magical capacity. Fortunately, her mind shut down before sustaining any permanent damage.”

“Uh, Princess?” Rainbow Dash hovered around the ceiling. “What does that mean in non-magical, non-egghead language?”

“Essentially, her mind pulled a muscle, and she passed out so she wouldn’t hurt herself.”

“Oh. I was worried it was something serious.”

“Rainbow Dash, I’m shocked at you. Of course this is serious,” Rarity admonished. “Twilight may seem all right, but for all we know, she may be terrified when she wakes up!”

“You are correct, Rarity,” Luna said with a nod. “She has had traumatizing experience. We must all make sure she does not panic upon awakening.” She was interrupted by a groan from the sleeping unicorn as she rolled over in her sleep. “Although I believe we can allow her to awaken on her own.”

“Good, ‘cuz we gotta big problem here!”

Spike, Luna, Rainbow Dash, Rarity, and Fluttershy all turned to Applejack, who had resumed trying to get Pinkie’s face unstuck from her hat. The four ponies and dragon stared for a few seconds. Then Spike began snickering. Rainbow Dash’s face twisted in a vain attempt to hold back her own laughter. Eventually everypony, even Luna, was laughing raucously.

“Mmph mmph mmph!” came Pinkie’s muffled laughter.

The room went silent for a few seconds and everypony stared at each other. Then they all burst out laughing all over again.

Wiping tears from her eyes, Applejack turned back to Pinkie. “Ah can tell this is gonna be a long morning...’”

M41.996 (Unknown Time) Ultramarines Strike Cruiser Valin’s Revenge

His head swam as if he were underwater. No, not water. Mud. He couldn’t see anything but a mass of murky shapes. He reached out with an arm, feeling for anything tangible in this darkness, anything…

He was rewarded with a solid surface against his fingers. Placing both hands on this surface, he pushed himself to his feet.

What in the Primarch’s name happened? Everything came rushing back. The freighter. The Navigator. The warp storm.

The Tyranids.

Captain Sicarius felt a sudden rush of anger. The blasted aliens were taunting him. They would have quite the retribution coming when the Revenge was raining bombardment cannon shells on them.

“Captain, are you all right?”

Sicarius turned to see Maxilos tapping commands on a console. “Yes brother, though at the moment I am more concerned about the Revenge. How did the ship fare?”

“Minor damage, mostly some buckled armour plates. Sensoria and comms temporarily offline. I am in the process of restoring them. Containment field failure in one of the plasma reactors. It is currently shut down, and Techmarine Aegeus is repairing it. He expects to be finished within the hour. Fortunately, the weapons systems are still at full capacity, and we have suffered no casualties. We appear to have exited the warp storm, but I will not know the specific distance until the sensoria are back online.”

Sicarius felt some of his anger bleed away to be replaced by relief. “The Emperor was watching us,” he said reverently.

“He may have been, but it still hurt.”

The two Ultramarines turned to see Dannelos climbing to his feet. The veteran was not wearing his helmet, and bore a large red scab on the side of his forehead. He had evidently whacked his head on something.

“It is good to see you, brother.”

“Likewise, Captain.” Around the bridge, other members of Sicarius’s command squad were getting to their feet and checking their gear for signs of damage. “Unless I miss my guess, we are still alive?”

Sicarius removed his helmet and grinned. “Very much alive, Dannelos.” He glanced around. All of the Lions of Macragge, as well as Sergeant Marcellus, were present, but Argus was conspicuously absent. “What of the Epistolary?”

“Over here, Captain.” It was not Argus who answered, but Apothecary Venatio, who was crouched next to the ornately armoured form of the psyker. “He appears to have suffered some sort of psychic feedback. He is merely unconscious.”

As if on cue, Argus groaned and shook his head. “Dark… cold… Captain!” he exclaimed. He looked down at his own body and around the bridge, as if unsure if they were real. “We survived the warp storm?” Sicarius nodded. “Impossible.”

“Entirely possible,” Maxilos interjected. “There have been cases of ships surviving direct exposure to the raw immaterium and emerging with no ill effects. With the small size of this particular warp storm taken into account, our odds of survival were approximately thirty-three point one-one-three-eight to one.”

“Our chances were that high? It certainly felt like we got off easy,” Marcellus rumbled.

“We were not in as much danger as we were led to believe. Furthermore, factoring in the presence of four Tyranid bio-ships and their warp-suppressing ability weakening the storm further improved our odds to-”

“Yes thank you, Techmarine,” Sicarius said, cutting him off. “Where are the Tyranids now?”

“Considering that they do not rely upon technology and display startling resilience to the warp, and factoring in the average speed of their bio-ships, I would estimate that they are within one light-year of us. I will confirm my speculations when-” Maxilos was cut off again, this time by the sensoria console lighting up and chiming. “All sensoria are back online. Initiating scans.”

While the Techmarine got busy, Sicarius turned back to his command squad. “Brothers, we may not know where we are, but we still have our duty. We will pursue these Tyranids and wipe them out. Marcellus, prepare your squad. You may be needed for boarding actions.”

And to clean up the mess you leave when you go charging after a hive tyrant, Marcellus sulked behind his helmet. “We shall be ready, Captain.” He turned and strode out of the bridge.

Dannelos cleared his throat. “With your permission Captain, I should check on the armoury.” After receiving a nod from the Captain, he clunked a fist across his chestplate and left.

Sicarius tapped some buttons on the now-active communication console. “Attention, Ultramarines. We have passed through the warp storm unscathed, and we are in pursuit of the Tyranid splinter fleet. As of now, this ship is on maximum alert. Prepare for battle. Captain Sicarius out.” He flicked a switch, deactivating shipwide communications. “Techmarine, anything yet?”

“I have not been able to pinpoint our position. The stars do not match up with any known star charts. We are in a small solar system with an average-sized sun and one planet with a moon. I have not yet begun to scan the planet for life yet.” Maxilos paused for a second, as if he didn’t believe his findings. “Curious. The planet’s mass and size are roughly the same as Macragge. Judging by its coloration and visible atmospheric conditions, it may have a similar environment to Macragge’s.”

“We can worry about that later,” Sicarius snapped, becoming irritated with Maxilos’s droning tone and constant spouting of detail. “What of the Tyranids?”

“All four bio-ships have survived the warp storm and are currently above the dark side of the planet’s moon. Scans show three medium-tonnage vessels, commonly referred to as kraken, and one hive ship. They do not appear to have noticed our presence.”

A devious grin crept onto Sicarius’s features. “The element of surprise. We would do well to not waste this opportunity. Contact Techmarine Aegeus and check on his progress with the reactor. And prepare the bombardment cannon. It is high time that these scum received their punishment for Macragge.”

“I concur, Captain. Calibrating weapons systems now. I will contact Aegeus when I am done.”

While the Valin’s Revenge had passed through the warp storm largely unscathed, Ancient Maccabeus would use that term in the loosest possible way when referring to the occupants and cargo of the ship’s hangars. Maccabeus himself had managed to hold himself steady with his massive fist, as did Ultracius, the Dreadnought of the 2nd Company. Unfortunately, the several of the many vehicles stored in the hangar had torn free or their moorings and had gone sliding across the deck. A pair of Rhino APCs had both flipped onto their roofs and ended up halfway across the hangar. Several metres away, a crate of autocannon ammunition had broken open, spilling high-explosive shells everywhere. As Maccabeus moved to flip one of the Rhinos onto its tracks, a servitor shuffled across past the broken container and tripped on the autocannon rounds and got back up, only to trip again.

“We have quite the mess to clean up, Ancient.”

Maccabeus pivoted to see the small form of Scout Sergeant Darius picking his way though some toppled crates. Of course, small was a relative term, as Darius was quite tall for a Scout. He would only grow more as his body was further augmented and he was given a suit of sacred power armour.

“Sergeant. I was under the impression that all squads were preparing for battle.”

“Your assumption is correct, Ancient. Fortunately, my squad is rather efficient,” Darius responded with his typical calmness. Despite having drastically different battle roles and therefore very little contact with each other, Maccabeus had a great deal of respect for the Scout Sergeant. He was a calm, logical individual who truly believed in efficiency. It was testament to his skills as a leader that his squad of neophytes had already finished their battle preparations. Plus, he had seen Darius land a perfect sniper shot from over a kilometer that had destroyed an Ork Stompa by hitting a poorly placed fuel tank.

“Then might I also assume that you are not here to talk with an old warrior like me?”

“It was not my intention. I was going to check on our Land Speeder Storms, but I am always willing to speak with one wiser than me,” Darius said, sitting on a barrel of promethium.

If he still had an intact face, Maccabeus would have smiled. “You flatter me, Sergeant. I may have experience, but I doubt you will find stories of crushing Tyranids underfoot useful. It is Marines like you who deserve attention. You will be the future of our Chapter.”

Darius’s practically glowed at this praise. “Thank you, Ancient. However, I would be foolish to not ask you for advice.”

Maccabeus chuckled. “It appears I will have to divulge my secrets after all. But first, tell me what is happening out there. I have been cooped up in this hangar for to long.”

“We have emerged from the warp storm safely, and we have spotted the Tyranids. Four bio-ships, waiting on the dark side of a nearby moon.” The Scout Sergeant looked upward thoughtfully. “If I were to make judgments here, I would say that this is not typical xenos behaviour. Normally, they would never miss a chance to engage a solitary opponent. But not, they seem to me as if they are hiding.”

“An astute observation, Sergeant. This does very much seem like odd actions for such ravenous aliens.”

Darius’s expression became eager and he leaned forward. “Furthermore, while the moon itself is barren, the planet it orbits is at least home to large amounts of vegetation. I find it odd that the Tyranids have not yet landed.”

Maccabeus was impressed. The Scout Sergeant was far sharper than most would give him credit for being. “You are very well-informed.”

“I ran into Veteran Dannelos on my way here. He informed me of the situation.” Darius stood up and climbed into the cockpit of one of the two Land Speeder Storms that had been dislodged from their docking clamps. He flicked several switches, and was rewarded with the whine of the vehicle’s antigrav systems starting up. Gripping the throttle, he spun the vehicle around one-hundred-eighty degrees. “Good. Fully functional,” he said with a look of approval. “I have a feeling that we will need these soon. The Tyranids are sure to invade the planet.”

Inwardly, Maccabeus hoped that this would happen. Like most Space Marines, he detested space combat, as it was a rare occasion when he could actually participate. He preferred to have his feet firmly on the ground, face to face with his enemy, not stuck in a hangar, praying that the ship’s void shields would hold.

Darius checked the remaining Land Speeder and found it in perfect order. “Thank you for your time, Ancient.”

“It is I who should be thanking you, Sergeant. I have been cooped up in this hangar for too long.”

Darius bowed respectfully and left. Maccabeus’s thoughts turned to the upcoming battles. Captain Sicarius certainly does not lack zeal. I cannot remember any other Captain who would willingly lead his entire company into a warp storm to exact revenge. He turned and lifted a stricken Thunderfire Cannon, setting the massive weapon on its treads. Marcellus may have his doubts, but I believe that in Sicarius, the Ultramarines have a leader who would lead us through hell and back safely.

Ponyville, Equestria 8:55 am

Eventually, through the copious application of various types of salad dressing and butter, everypony managed to get Applejack’s hat off of Pinkie’s face. Unfortunately, the stench of vinegar soaking the carpet was making several ponies, Rarity in particular, quite nauseous, so they all decided to wait outside.

Spring mornings in Ponyville were nothing short of gorgeous. The skies were cloudless, allowing the bright sun to bathe the entire town in glorious, warm light. A gentle breeze blew through the branches of the library, and small songbirds flitted about, perching on trees, houses, and Fluttershy. Many early-rising ponies trotted about, enjoying this beautiful start of the day. Lyra and Bon Bon chatted amiably as they headed for their usual bench, Rose pulled a cart full of fresh flowers, and Ditzy “Derpy Hooves” Doo flew erratically across town, letters flying out of her mailbag. All in all, it was a wonderful day.

The bright, cheery scenery seemed to taunt Luna. Her mane and tail lay flat against her body, no longer flowing and twinkling as it did during the night. She was on the verge of panic, having been unable to stop worrying about Twilight.

She could end up stark raving mad after what she’s seen, she thought, doing a very believable impression of Twilight wearing a hole in the ground with her constant pacing. For all we know, we could have just let the aliens know where we are! If they have the ability to travel across galaxies or between universes, I cannot imagine what terror they could bring to Equestria!

“Excuse me Princess, but don’t you think that you’re worrying a little bit too much?” Rarity asked, sounding a little nervous herself. I’m sure that Princess Celestia will understand.”

My sister will be furious! I might have just invited aliens into Equestria, and almost killed Twilight in the process!


Some Princess I am. All I’ve done is almost cover Equestria in eternal night, scare some foals silly on Nightmare Night, and now this disaster!


Applejack’s use of Luna’s name snapped her back to the moment. “We… I am sorry, Applejack. I am rather concerned for what my sister will have to say about this whole disaster.”

Applejack looked up at Luna. “Listen here Luna. In mah experience, ya just gotta deal with things as they come up. If ya spend all yer time worryin’ ‘bout what might happen, yer always gonna be worryin’ ‘bout somethin’.” She stared out into the skies, probably watching for Celestia’s carriage. “And don’ worry ‘bout what yer sis is gonna say. She knows ya meant well, and Twi’s still breathin’. That little bookworm is tougher than she looks. Don’ worry, everythin’ll turn out right in the end.”

Luna was surprised at these reassuring words from the orange farmpony. She had always appreciated honesty, and hearing such plain truth coming from Applejack had calmed her nerves a great deal.

Luna was just about to thank Applejack when Rainbow Dash’s voice rang out. “Hey everypony! I see something! It’s Princess Celestia! And… oh wow. That’s a lot of guards.” Everypony turned their eyes towards the skies.

Celestia had certainly not come alone.

Rather than just her two usual carriage-pullers, she had pulled out all the stops. A full battalion of Equestrian Royal Guards was incoming. Squadrons of pegasus guards flew in perfect formation alongside the Princess’s gleaming carriage. Following behind it were the bulbous shapes of a pair of airships, the shapes of dozens of unicorn and earth pony guards lining their rails. Everypony, Luna included, stared blankly at the impressive sight of Equestrian military might.

The fleet of ponies had captured the attention of virtually everypony else in Ponyville. Lyra and Bon Bon both stood with their jaws hanging wide open. Down the road, Big Macintosh had set his apple cart down and was staring as well. The Mayor and her entire staff watched incredulously from the windows, doors, and even an air vent of the town hall.

Watching this awe-inspiring display sent chills down Rarity’s spine. Equestria had not been at war for centuries, so the Royal Guard served a primarily ceremonial role. The very idea of violent conflict absolutely terrified her.

Neatly disembarking from her bright golden carriage, Princess Celestia strode towards the assembled ponies outside the library, four Royal Guards flanking her.

Luna immediately stepped forward to greet her sister. “Sister! We did not expect you to arrive so promptly!”

“Luna, if I have learned anything during our reign over Equestria, it’s that I should listen to everypony, especially my sister. When I received your letter, I felt it best to take immediate action.”

“Ahem… Princess?” came a shaky voice from off to the side. Standing there was the Mayor, who looked likely to pass out from shock at any second. Several of her aides accompanied her, but they all seemed very interested in the colour of the library’s walls.

“Ah, Miss Mayor. I’m glad you’re here. I’ll need everypony in Ponyville here for an announcement.” Celestia glanced around at the gathering crowds of astonished ponies. “Though you may not have much to do by now.”

“Y-yes Princess! We’ll get right on that!” the Mayor said, her already huge diplomatic smile stretching even wider. After bowing for about the fourteenth time, she hurriedly dashed off.

Celestia turned back to Luna and her companions. “I think it would be best to discuss this matter in private.” She turned to her guards. “Captain Stormcaller, station your troops along the town limits. And make sure the town doesn’t panic.” The lead guard, a unicorn with elaborate armour, saluted briskly and left.

The white alicorn headed towards the library. “And I would very much like to know where Twilight Sparkle is.”

Luna’s blood ran cold and she shuddered in fear. Oh, heavens no. She’ll find out, and she’ll never forgive me…

Her despairing thoughts were interrupted by a nudge to the leg. Glancing down, she saw Applejack looking back up at her reproachfully. The farmpony’s hard stare said everything Luna needed to know. Just get it over with. Tell the truth. To punctuate these nonverbal messages, Applejack motioned towards the library door, where Celestia was just walking in.

Luna sighed, and followed her sister inside. Applejack is right. It is best that I meet this with dignity and grace.

“Where is Twilight Sparkle?”

Luna winced at the question, knowing the pain that her answer would cause.

She couldn’t say it, but she had to.

“Sister…” Luna glanced at the Element Bearers and Spike. Though they remained silent, their expressions made her heart feel like it was swelling in her ribcage, giving her the confidence to speak the truth.

“Celestia, Twilight Sparkle is unconscious.” Celestia’s eyes widened, not in anger, but in confusion. “What I found among the stars was a… distortion, of space and time. Twilight and I combined our magic in order to probe this distortion, but it… something is coming through it. Even after we had examined it, Twilight tried to probe it alone. She magical feedback almost killed her. If she had not passed out, she surely would have died.”

Everypony stood silent for a long time. Once Luna had begun her explanation, the words just wouldn’t stop coming out. It had felt like trying to hold water in a faucet while somepony steadily increased the water pressure.

“Is… is she all right?” Celestia asked, her voice sounding uncharacteristically frail.

“She is asleep right now, but we have been unable to wake her up.” As Luna watched, Celestia’s eyes quivered slightly.

That did it. Luna broke down completely, wrapping her neck around her sister and crying. “Oh Celly! I can’t believe I was so foalish! I knowingly put your student in danger that I didn’t understand and I didn’t even warn her! I can’t… I can’t…” her words stopped, swallowed up in a deluge of tears and sobbing.

Celestia stroke her sister’s mane gently. “Luna, it’s all right. It’s all right. You couldn’t have known,” she said soothingly.

Luna looked up, the fur around her eyes stained from her tears. “Celly, Twilight could be…” she stopped, unable to finish that thought.

“Luna, what matters is that she is alive right now, and that you just told me the truth. In times like these, we need to think of the positives.” Celestia smiled kindly. “And right now, I think one of those positives needs to stop crying so we can figure out what is happening.”

Luna released Celestia from her embrace, sniffling slightly. “Th-thank you, Celly. I was so worried.”

Celestia smiled again and turned to the five ponies and Spike. Applejack wore a proud smile, while Fluttershy and Rarity looked on the verge of happy tears. Pinkie Pie had gone far past that point and was now soaking the rug with streams of tears. Spike was doing his best to look nonchalant and failing, and Rainbow Dash was not doing much better.

“I thank all of you for supporting Luna. It is a good sign for all of Equestria that we have ponies such as yourselves.”

“Aw shoot, Princess,” Applejack said, scratching the back of her head in embarrassment.

“Now, I think it would best to wake up Twilight.”

The seven ponies and dragon then headed upstairs to Twilight’s bedroom, where Twilight lay. Her small purple frame sat curled up under the sheets.

“She looks so peaceful,” Fluttershy whispered. “I almost feel bad about waking her up.”

“Fluttershy, we’re going to need her if we’re gonna fight the aliens!” Rainbow Dash said, annoyed.

“Hush, my little ponies.” Celestia lowered her horn so that it gently touched Twilight’s forehead. It glowed with a soft white light. “Hmm…” Celestia said, pulled her head away.

“Is she all right?” Applejack asked, her eyes wide with concern.

“She is perfectly fine. The magic she used just took a lot out of her. All she really needed was some sleep.”

“Oh thank heavens for that,” Rarity said, dramatically raising a hoof to her forehead.

“Whoopee! I was gonna throw a ‘Get Well Soon’ party but now Twilight’s perfectly fine because she just needed sleep so now I can throw a ‘Hooray You’re Better’ party! We should wake her up so we can give her these cupcakes!” Pinkie bounced up and down happily, mysteriously producing a tray of cupcakes from somewhere.

“Pinkie, you heard the Princess,” Rarity admonished. “The poor filly needs some rest.”

“I believe it is safe to wake her up.”

Rarity spun, bewildered. “Oh by all means, Princess, wake poor Twilight up! I can’t stand to see her like this any more!”

Celestia’s horn glowed as she lowered it to Twilight’s forehead again. The soft glow spread from her horn to Twilight’s, creating a purplish nimbus of magical light around her head. Slowly, her eyelids flickered open.

“Ohhhhh, my head… what happ- Princess!” Twilight shot up with abruptness that startled even Pinkie Pie. She didn’t realize that she was still tangled in her sheets, and she flailed her limbs before flopping back into the bed.

“Relax, Twilight,” Celestia said. “It is nine-fifteen in the morning. Did you have a good night’s sleep?”

Twilight rubbed her eyes. “I had horrible dreams, Princess. They… ugh, I can hardly remember them now.”

Luna stepped forward. “Twilight, we need you to remember. What kind of dreams did you have?”

“Scary ones. All I can remember is monsters. There were these strange monsters everywhere. They were… oh my gosh they were destroying all of Equestria!”

“What?” Rainbow Dash burst out. “They must have been the aliens! What were they like? Tell us!”

“I don’t remember… all I know is that they were everywhere. And they were hungry.” After some confused looks from her friends, Twilight continued. “They spoke… well, not really. I just felt sensations in my mind from the monsters. There was nothing but hunger. Endless hunger. They wanted to consume everything!” Twilight shuddered and buried her face in her hooves.

Fluttershy and Rarity looked horrified. Everypony else looked concerned, except for Pinkie, who had been unable to resist the tray of cupcakes any longer.

“What kind of creature just wants to consume everything it meets?” Fluttershy asked fearfully.

“Well that settles it. We gotta be ready ta fight!” Applejack pounded a hoof.

“Yeah! No aliens are gonna consume Equestria on our watch!” Rainbow Dash put in. “Whatever ‘consume’ means.”

“It means to eat every part of something,” Twilight said with a roll of her eyes. “Don’t you ever open a dictionary?”

“Uh, I used it to prop up a table that had a broken leg?”

“Oh goody! Twilight’s back to normal! We can have our party now!”

“Wait! I can remember more!” Everypony clustered around the purple unicorn.

“Twilight, anything else you can remember would be extremely helpful,” Luna said encouragingly.

“During one of the dreams, somepony… no, something tried to contact me. It felt like somepony was looking through my mind. Whatever it was, I think it was searching for us.”

Celestia began pacing. “If it contacted you, it must have sensed that you were touching the distortion. But to do so would mean that whatever it was, it was magical.” The Princess was talking more to herself by now. “Aliens with magic? That’s impossible. We would’ve discovered them by now.”

“Princess, I don’t think it was magic,” Twilight said, trying to capture Celestia’s attention.

“If they are from another universe, how could they have magic? And how could they have the power to break into our universe? Travel between parallel universes is supposed to be impossible! Then again, that didn’t stop that one stallion. Still never found out his name…”

SISTER!” Luna thundered, making everypony jump, scream, or both.


Twilight spoke up again. “Princess, whatever this thing was, I don’t think it was magic.”

Celestia looked utterly taken aback. Luna, Rainbow Dash, Pinkie Pie, and Spike all made mental notes to remember her expression. It was priceless.

“Not magical? What do you mean?”

“It contacted my mind, but it felt… different.” Twilight turned to Luna. “Like when we probed the distortion, but… calmer. More controlled.”

Celestia furrowed her brow in concentration. “Go on. What did it do?”

“I only caught a glimpse of it before it disappeared. It was like somepony turned off the lights in my mind. After that, I couldn’t sense anything at all.”

“Disturbing,” Celestia’s expression changed from contemplative to determined. “I wish we had time to investigate this, but right now, we have a defence of Equestria to organize.” She turned and headed for the front door.

Everypony followed the Princesses out the door and through Ponyville. Lining the streets were the gold-armoured forms of the Royal Guards, standing stock-still and silent as statues. Rainbow Dash considered poking one to elicit a reaction, but quickly thought better of it.

In the town square, the Mayor was struggling to answer a barrage of questions from the gathered crowd, all of whom seemed to believe that their concerns were more valuable than those of the pony standing beside them.

“What the hay is going on here?”

“Where’s the Princess?”

“Is it Discord again?”

“We’ve been waiting forever! Tell us why we’re here!”

To her credit, the Mayor still managed to keep up the illusion of control. “Please, everypony! Relax! I am sure that the Princess will address any concerns that you may have.”

“Why isn’t she here? Did Nightmare Moon kidnap her?”

“Nightmare Moon is back? AAAAAAA!”

“Run! Hide!”

Princess Celestia shook her head in frustration, and launched herself into the air. Luna followed in a similar manner. The two alicorns soared over the heads of the crowd and landed on either side of the Mayor’s podium. A collective hush immediately came over the crowd.

“Citizens of Ponyville, do not fear.” Celestia’s voice rang out. “Princess Luna and I are here. You have no cause for panic.”

“Then why are you here?” came an inquisitive voice from the crowd.

“Last night, my student made a discovery that could affect all of Equestria. We came here to learn more about the matter, and to ensure the safety of Ponyville.” At the confused looks of most of the crowd, Celestia continued. “We are still unsure of the nature of this discovery, but we urge everypony to remain within Ponyville until this matter is resolved. Obey the guards; they are here to protect you. Rest assured, we will soon get to the bottom of this.”

The crowd remained silent. After a few seconds, some tentative clapping could be heard. The applause was infectious, and rapidly spread to the entire crowd.

“Thank you all for your cooperation. I shall turn this over to Captain Stormcaller. He will organize matters of defence.” With those words, the towering unicorn leader stepped forward.

Luna and Celestia took flight once again, landing near Twilight and her friends.

“That was quite the rousing speech, Princess,” Rarity said, smiling with approval.

“Thank you, Rarity,” Celestia replied. “As inspiring as my words were, I fear that we will soon need more than words. Right now, there is little to do but wait. Also, I do not wish to cause undue panic. It would be best if you did not bring up the topic of aliens until we know if they are actually coming.”

“Well I’m not gonna sit around waiting for aliens to show up and eat my face! Come on girls! Let’s see what we can do to help around here!”

Everypony nodded or voiced their approval at Rainbow Dash’s words, and they all took off at a gallop.

Luna sighed. “Rainbow Dash certainly does not lack spirit.”

“None of them do, Luna. But if things will be as bad as I fear, they will need all the spirit they have.”

M41.996 (Unknown Time) Nightside, Unknown Moon, Unknown System

The four Tyranid bio-ships floated silently in the shadows of the moon, looking more like oddly-shaped asteroids than living organisms. Their gnarled hides were as rough as stone and twice as durable. Along their bodies were the bumpy growths of their devastating bio-weapons. Long, sinuous tentacles waved lazily back and forth, like a forest of kelp in a gentle current. At a distance, the scene would have seemed eerily peaceful.

In rapid succession, three building-sized projectiles, glowing a burning red and leaving fiery orange trails in the wake, slammed into one of the kraken. The creature’s entire body convulsed violently, tentacles flailing in pain. The first two shells blew craters in its hide dozens of metres across, but the third sealed the organism’s fate. It struck dead center of one of the initial wounds, but instead of detonating instantly, it burrowed deep into flesh. When the shell could not penetrate any further, it detonated inside its prey. The kraken spasmed, jets of thick, black blood glinting as they poured from every orifice on its body. Finally, its thrashing subsided, and the fearsome creature died.

“Keep firing! Destroy them all!” Sicarius barked out orders to the bridge crew.

All throughout the bridge, Ultramarine deck officers examined consoles, shouting out reports as they filed in.

“First salvo has impacted. Second one primed in forty seconds.”

“Plasma reactors holding steady.”

“Short range batteries powered up and ready to engage.”

“Void shields at full power.”

Techmarine Maxilos tapped in commands on the navigation console. “Continuing on course, Captain.”

“Excellent. The element of surprise is very useful. Are the xenos responding?”

“Yes Captain. However, their movements do not suggest that they are coming to engage.”

Sicarius stopped and turned to Maxilos. “What do you mean? Explain.”

“After the death of the first kraken, the remaining bio-ships broke formation and are fleeing around the moon. This is highly irregular behaviour for Tyranids.”

Sicarius stared at the holographic display. Sure enough, the three remaining bio-ships were turning tail. “This fleet is a splinter of Hive Fleet Behemoth. It is likely that they have not fed recently.”

“I concur. Post-action analysis of our initial barrage shows that the durability of this particular kraken was far less than that of others on record. Without sufficient biomass, the craft of this fleet must have experienced severe atrophy. They apparently do not wish to risk an engagement, even with a lone ship.”

“Captain!” called a deck officer. “Sensoria show that the Tyranids are heading straight for the planet’s surface. They will make planetfall in approximately fifty-seven minutes.”

“Then we shall pursue them.” Sicarius turned to Veteran-Sergeant Daceus. “Take the Lions and begin our pre-battle rites. I will join you shortly.” Daceus nodded curtly and left.

Sicarius turned to the hololith, watching as the Tyranid ships glowed with the heat of atmospheric entry. “They shall not escape me again.”

Ponyville, Equestria, 10:28 am

Despite having no idea what could possibly have happened to necessitate a battalion of guards, the citizens of Ponyville performed admirably. The Apple family amassed a considerable stockpile of food in short order. Fluttershy went searching high and low for every little animal that she could find, bringing them safely within Ponyville’s borders. Cheerilee had turned the schoolhouse into a brightly coloured fortress where all the foals of Ponyville could hide. Of course, this assumed that the colts and fillies actually wanted to sit inside quietly.

Rainbow Dash and the Weather Patrol had collected a large amount of clouds, hoping to use them as lookout perches for any “space invaders,” as she called them. Several of the pegasi looked confused at the mention of space, but Rainbow Dash managed to deflect any questions with the ancient technique of “oh-look-at-the-time-I’ve-gotta-be-somewhere-bye!”

Several minutes later, she was hiding in a cloud, watching as Flitter and Cloudchaser flew by.

“Rainbow Dash! We finished moving those cumulus clouds! What do you need us to do next?”

“Oh, forget it Flitter. She said she had to be somewhere. Maybe the Princess needs her!”

Rainbow Dash sighed in relief as the two pegasi left and flopped down on the cloud, staring up into the skies. So pretty, she thought. No lousy aliens are gonna “consume” this on my watch! So blue, so many clouds, sunlight, big fiery rocks falling towards… huh? She snapped to attention, watching the strange sight. True enough, three huge, flaming objects were streaking through the sky. “What the hay are those?” she asked.

“Oh I don’t know! Maybe giant fireworks or something?”

Rainbow Dash yelped and leapt off the cloud. Turning around, she saw Pinkie Pie sticking her head through a few steps away from where she had been sitting.

“I’m not even gonna bother,” she said, rolling her eyes.

“Not gonna bother telling anypony about those giant flaming things you saw? Why not? Do you want it to be a surprise for everypony?”

“No, Pinkie. I was… never mind. Let’s head back down and tell everypony.”

“Okie dokie lokie! Do you have a pin? I need to get down!”

For some reason, Rainbow Dash was not surprised at all to see that Pinkie was suspended from a cluster of balloons. She hovered towards her and began untying the strings.

“Oooohh ow!” Pinkie yelped suddenly. “Watch it with that pin! You stuck me in the knee!”

“I don’t have a pin, Pinkie! Wait, does this mean…” Rainbow Dash looked up at her friend in horror. Their expressions matched perfectly as the both came to the same conclusion.

“PINCHY KNEE!” they both burst out.

“Something scary is gonna happen!”

“I know! Grab onto my back!” with Pinkie Pie hanging onto her, Rainbow Dash immediately flew full-speed towards Ponyville, scanning for either of the Princesses.

M41.996 (Unknown Time) Ultramarines Strike Cruiser Valin’s Revenge

“Geosynchronous orbit achieved. Initiating scans.” Maxilos droned.

Sicarius was not in a good mood. The aliens had escaped him again and worse, were making planetfall. The destruction of one kraken had done nothing to cool his temper, and it was clear to every Ultramarine present that he would not rest until every Tyranid burned. He paced angrily across the bridge, shooting glares at various screens and servitors. “Well, Techmarine? Where are the Tyranids?”

“The bio-ships have diverged across this large continent here,” Maxilos responded, indicating a map with a mechadendrite. “They split up and are most likely searching for large concentrations of biomass. All three ships are remaining within approximately a hundred-twenty kilometer radius of each other.”

Sicarius looked over the map, his tactician’s mind rapidly assessing the situation. “It appears that this ship has selected a landing site.”

Apothecary Venatio stepped forward. “Captain, that landing zone puts the xenos right next to this large forest. We will need to act quickly or they will spread throughout the forest and make our job that much harder.”

“Correct, Apothecary,” Maxilos said. “My scans are showing that this planet possesses extremely widespread florae. The splinter fleet could use this planet for fuel and possibly bring about a resurgence of Hive Fleet Behemoth.”

“Not while I draw breath,” Sicarius growled as he strode toward the communications console. “Warriors of Ultramar! The cursed Tyranids have made planetfall! If we do not wipe them out while we have the chance, they will use this planet to restore Hive Fleet Behemoth! The despoilers of Macragge! We shall not let this come to pass! All Ultramarines, to the gunships. Let the purgation begin!”

All throughout the decks of the Valin’s Revenge, thunderous battle cries rang out as the Space Marines mobilized for war.

One Ultramarine was not so enthusiastic in his battle preparations. Epistolary Argus had been plagued by splitting headaches ever since exiting the warp storm. The pain he could ignore, but his mind spun with images of another world.

To every other Ultramarine on board the Strike Cruiser, the details of the trip through the warp storm were a jumbled mess. The worst that had happened was a bruise caused by a flying bolter magazine, which the members of Squad Atavian had simply laughed off.

Argus’ mind had been filled with alien thoughts. Magnified by the storm, his consciousness had spread far and wide, allowing him to touch the mind of another. That entity had to be on the nearby planet, and he intended to find it. Its presence had been extremely unusual. Argus had known many other psykers in his time, from Imperial Guard battle-psykers to enigmatic Eldar warlocks, but the mind down on the planet had felt… unusual.

He grumbled in frustration, and entered the hangar bay, where the entire 2nd Company was embarking on the Revenge’s multitude of Thunderhawks.

“Epistolary!” Argus turned to see Veteran-Sergeant Daceus walking toward him. “Captain Sicarius has requested that you ride with him on board the Gladius,” he said, indicating Sicarius’ personal gunship.

“Very well. I hope that I can make use of my skills.”

Daceus nodded and left. As Argus watched, the assembled Ultramarines piled into their gunships. The massive craft could carry thirty Marines in their cavernous troop compartments, and still carried enough firepower to challenge a Titan. Argus smiled as he imagined the Ultramarines’ fleet sweeping over the battlefield, raining fiery death upon the xenos, then dropping off ground troops to clean up. It was nice to have something to take his mind off his headache.

Ponyville, Equestria 10:41 am

Princess Celestia shook her head, trying to make sense of the streams of words coming from the mouths of Pinkie Pie and Rainbow Dash. Even after about thirty seconds worth of talking, they still had yet to form a cohesive sentence.

“-And then I thought it was a needle but it wasn’t it was my knee being all pinchy!”

“-And we saw these giant flaming things falling from the sky! It must be the aliens!”

“-We should throw them a ‘Welcome-to-Ponyville-Please-Don’t-Consume-Everything-We-Hold-Dear’ party!”

Captain Stormcaller decided to put his hoof down. “Silence!” he barked in his best parade ground voice. Both mares froze in mid-sentence. “Miss Dash, please explain what happened,” he said, his voice low and even.

Rainbow Dash bristled slightly at being called “Miss,” but she explained what she had seen clearly. She explained how she had seen the three huge, flaming objects descending towards Equestria, heading in the general direction of the Everfree Forest.

Celestia and Stormcaller both looked concerned. Sending scouts through the forest was risky, as few who went in came out again, at least not in their original condition.

“If we hurry, we might still be able to see them!”

“Your Highness, I highly recommend sending a scouting team to at least find out what the hay is going on. If there is a potential threat to Equestria-”

“Yes, Captain,” Celestia interrupted. “Which is exactly why I am sending a scouting team in immediately.”

“Hey, I wanna help!” Rainbow Dash interjected. “I know the forest pretty well, and if something goes wrong, you’ll need somepony who can get back to Ponyville fast!”

Stormcaller was about to protest, but Celestia nodded her agreement with the cyan pegasus. “Meet up with Captain Sidewinder. He will be leading the scouting team.”

Rainbow Dash snapped a salute that was so overdone it made Stormcaller’s stomach threaten to evict his breakfast.

Pinkie Pie, however, remained at attention even after Rainbow Dash had left, her hoof held to her forehead in salute. Sweat beaded on her forehead and dripped to the ground. Stormcaller’s migraines, which hadn’t bothered him for several months, started coming back. Eventually, more out of his military professionalism than concern for Pinkie, he returned her comical salute with a crisp one of his own.

“Oh thanks Captain I don’t know how you guards can do things like that for so long I’ve always wondered how you stand still for so long and- OH WAIT! Can I go into the forest too? I need to make sure that Zecora knows what’s going on!”

Once again, Stormcaller was unable to protest as Celestia inexplicably gave the crazy pink pony permission to venture alone into the Everfree forest, which, on top of its usual population of dangerous creatures, was likely playing host to an alien invasion force.

As Pinkie bounced off, Celestia turned to Stormcaller. “Don’t worry so much. Even I cannot understand what goes on in that pony’s head. Despite her questionable mental capacity, she will come to no harm. Meanwhile, I believe we should discuss a plan of defence.”

M41.996 (Unknown Time) Ultramarines Thunderhawk Gunship Gladius

“Set us down on the forest’s northern border. We’ll clean out the warrior creatures first, then we’ll deal with the kraken.”

“Understood, Captain.”

The Gladius roared through the skies, flanked by its fellow gunships: Xiphos, Pilum, and Spatha, carrying a grand total of one-hundred-thirty-two Space Marines, ten of which wore Terminator armour, and a pair of Dreadnoughts.

Xiphos, set down near the southeastern border. We should be able to surround the swarms that have already left their ship.” The Xiphos carried Scout Squad Darius, Tactical Squad Vorolanus, and Devastator Squad Atavian. Sergeant Vorolanus’s Thunderbolts had extensive experience in scouting and flanking maneuvers, and Atavian’s Titan Slayers could provide heavy support from a flanking position.

“All other gunships follow the Gladius in.” A chorus of acknowledgements filled Sicarius’s vox-bead. “Brothers, the souls of the Ultramarines’ fallen demand vengeance for Macragge! We shall answer!”

As one, the Ultramarines roared their assent and loaded their weapons. Near the back of the gunship’s troop bay, Sergeant Marcellus and Veteran Dannelos studied a screen that displayed the terrain outside.

“Heavily forested. Watch for Lictors.” Marcellus observed.

“Captain,” Dannelos switched the image to show the area outside the forest. “It appears that this planet is inhabited after all.”

Sicarius examined the screen. Near the eastern edge of the forest was a small, rural village. Sicarius raised an eyebrow as he looked closely. The structures appeared to be composed of wood, stone, and straw, but they were painted a wide variety of pastel colours. Despite this almost disturbingly cheerful aesthetic, the structures definitely looked like they were the products of intelligent design.

“Human?” Sicarius asked, switching on his vox-bead.

“Unknown,” came Maxilos’s voice from the engine chamber. “Comparisons to known structures, both human and nonhuman, are inconclusive. Scans do show that their dimensions seem to be made to accommodate fairly short individuals.”

“Then the Tyranids are still our top priority.” Sicarius activated his vox-system.

“Touching down. Purge the unclean, brothers.” At those words from the pilot, the Lions and Reavers of Macragge all charged out of the Thunderhawk, leading the first Ultramarine advance onto an unknown world.

Everfree Forest, Equestria 11:02 am

Rainbow Dash had a great deal of respect for the Equestrian Royal Guards, despite often enjoying a good laugh at their expense. They were stoic, dedicated professionals who would rather take a flying leap off a mountain than shirk their duties. Unfortunately, Captain Sidewinder was doing his best to destroy any respect she had for the guards. His pickup lines had been old before his mind even formulated them.

“I have to say, Miss Dash, you make my heart rate go from sixty to one-fifty in ten seconds flat,” he said, flashing that ridiculous grin of his. The three other pegasi on the team snickered to each other, and Rainbow Dash could have sworn that she heard them placing bets on the outcome.

This colt just doesn’t give up, she thought, rolling her eyes for about the seventeenth time.

“Sorry to interrupt such an intimate conversation, Captain, but I think you should see this.”

Sidewinder finally took his eyes off Rainbow Dash and trotted over to the other guards in the middle of a small clearing. “What is it, Star?” he asked, his attitude instantly changing to serious.

Shooting Star pointed a hoof at a patch of mud. “Tracks. They’re nothing like I’ve ever seen before.”

True enough, the tracks in the mud were bizarre. At first glance, they looked like a pony’s hoofprint, but closer inspection revealed several key differences. Instead of a smooth rounded shape, the fronts of the prints had several pointed extrusions that were most likely claws of some type.

“Well that’s actually a bit reassuring,” Sidewinder said.

Rainbow Dash cocked her head to the side in confusion. “How do giant hoofprints make you feel better?”

“It tells me that this alien or whatever it was isn’t particularly smart. It stepped right in the mud and left visible tracks. Makes tracking this thing a breeze.”

Rainbow Dash was still skeptical. “Uh, but don’t you think that maybe the alien wanted us to find the tracks? It could be trying to lead us into a trap!”

“You’re overthinking it, Miss Dash,” Shooting Star admonished. “Thinking like that just takes us in circles.”

Rainbow Dash sulked slightly at the implied insult, whether intentional or not. “Well then, how about we track the stupid thing?”

“Right. Judging by the position of the print, this thing was heading… that way.” Sidewinder pointed towards an edge of the clearing off to his left.

Shooting Star immediately headed in the indicated direction. “Come out, come out, wherever you are,” he said in an annoying singsong voice.

“Star, wait for us,” Sidewinder ordered.

“Relax Captain. Whatever made those tracks is long gone by now.”

Rainbow Dash saw it first. A strange shifting of the leaves in front of Shooting Star, like she was seeing them through water. The odd shimmer stretched upwards, like a shadow spreading as the sun moved.

“Star, get outta there!” she yelled, and launched herself towards him.

To his credit, the guard reacted almost instantly, flinging himself backward. But the odd shimmer blurred forward, unnaturally fast, and an extension of it clipped his side. Bright red blood spurted from the cut, staining his bleached white coat. He yelped in agony and surprise.

Rainbow Dash shot forward, grabbed the injured guard, and pulled a quick U-turn. Setting him down, she turned to face this new threat.

The shimmer crept forward slowly, like a cat stalking its prey. It was still almost invisible, but she could make out a large, hunched torso, two legs, and four arms, one of which glistened with Shooting Star’s blood.

“Fire!” Sidewinder barked, and he and the two uninjured guards fired the crossbows that they carried in harnesses on their backs. The metal bolts whizzed forward. One missed entirely, but the other two hit dead-on, embedding themselves in the chameleonic shape. They seemed to stop in midair, and began coming steadily back towards the group of pegasi. The shots hadn’t even slowed it down. Whatever the creature was, they had just irritated it. It hissed angrily as it came closer.

“Orders, sir?” one of the guards asked, his voice breaking with fear.


Ponyville, Equestria 11:04 am

Just outside the Everfree Forest, Pinkie Pie was bouncing happily past Fluttershy’s cottage, intending to tell Zecora what was going on.

“I wonder what kind of rhymes Zecora has today? I’m still waiting for her to come up with one that rhymes with orange.”

“Um, Pinkie? There’s no word that rhymes with orange.”

Pinkie froze in midair, and then spun to face the voice. The owner of the voice turned out to be Sweetie Belle, accompanied as always by Applebloom and Scootaloo.

“Oh hi Crusaders! Whatcha doing here? You should all be back at the schoolhouse!”

“We was helpin’ Miz Fluttershy get all her animal friends inside,” Applebloom answered. Scootaloo and Sweetie Belle nodded in agreement.

“And I was gonna deliver Miss Zecora’s mail!”

Pinkie and the Crusaders looked up to see Ditzy Doo circling above them, carrying a sack of letters.

“Oh goody I was gonna tell Zecora that she should come to Ponyville to be safe from the aliens oops!” Pinkie jammed a hoof in her mouth. “I don’t think I was supposed to say that!”

“Aliens don’t matter, batter! Mail still needs to be delivered on time, chime!”

The Crusaders giggled at the grey pegasus’s odd manner of speaking, but Pinkie silenced them with a reproachful glare.

“Okie dokie lokie! We’re going the same way, so why don’t we go together?”

Ditzy nodded enthusiastically, dropping letters everywhere. She smiled embarrassedly and snatched them up before they even touched the ground.

“Can we come with? Please please please?” Scootaloo asked, and all three Crusaders put on their best angelic smiles.

“You shouldn’t even be here! There aren’t any responsible ponies around to look after you!” The Crusader’s smiles only widened more. “What? Is there a responsible pony somewhere?” Their eyes remained locked on Pinkie. “Oh wait! Ditzy’s an adult, and she has fillies of her own! She’s responsible! She can look after all of us!”

The Crusaders’ smiles gained an edge of uncertainty, but they had accomplished their goal nonetheless. With Pinkie bouncing along in front, the five ponies headed down the road into the forest.

M41.996 (Unknown Time) Unknown Planet

The forest was silent; the Tyranids’ and Ultramarines’ landings had scared most animals off. Even with three full squads of Space Marines moving through it, the forest was still as silent as a tomb.

Scout-Sergeant Darius moved between the trees as fluidly as water and silent as smoke. Behind him, the nine Scouts of his squad followed, not making a sound. Further behind them, Sergeant Vorolanus’s power-armoured Tactical Squad moved forward as well, also silent despite their heavier wargear and greater size. Lastly, Sergeant Atavian’s Devastators brought up the rear, hauling the detachment’s heavy firepower.

Darius held up a fist slowly; the signal to halt. All thirty Marines froze. Scout Mikos slipped forward and stopped beside Darius. “See something?” he asked.

“Movement,” the Sergeant whispered back. “Sergeant Vorolanus, anything on the auspex?”

Vorolanus consulted with his auspex carrier over their vox-beads. “Unknown contact. Move up quietly.”

Darius nodded and pointed a hand forward, signaling the advance. “All squads, switch to melee wargear. We don’t want to get anyone’s attention.” Carefully, combat knife in hand, he crept through the undergrowth to get a glimpse of the new creature.

Everfree Forest, Equestria 11:11 am

Rainbow Dash flew like a crazed hummingbird, fuelled by terror. She swerved abruptly to avoid a tree, and the four guards followed suit. Whatever that… thing was, they had no way of hurting it.

After what seemed like hours of crazed flying through the dense forest, the five pegasi stopped in another clearing. All of them panted, the rush of adrenaline still pounding in their heads.

“We… couldn’t even see it… until it was right on top of us,” Sidewinder gasped, leaning on a tree trunk. “It’s like a chameleon!”

Shooting Star groaned in pain. “Uh, I hate to be a problem, but I think I’m bleeding to death.”

Frost Wind, the team’s designated medic, immediately opened his saddlebags and withdrew some salve and bandages.

“We don’t have much time. That thing is still out there, and we haven’t found the main group of aliens yet,” Sidewinder said.

“Hey, that thing almost killed Star!” Rainbow Dash burst out. “Forget the mission, we need to get outta here before it finds us again!”

Sidewinder was about to issue a caustic reply, when a horrible thought occurred to him. “Wait one minute. That thing left those tracks there, knowing that we’d find them. And why didn’t it kill us immediately? Maybe it’s smarter than we thought.”

Rainbow Dash’s blood nearly froze solid. “If it’s smart enough to lay one trap, who says it’s not leading us into another one?”

All five ponies fell silent, glancing at the trees around them as if any one could conceal another horrifying monster.

Their worst fears were confirmed when a spine-chilling hiss came from the trees.

“Clever girl,” Sidewinder said grimly.

“Me or the alien?” Rainbow Dash asked.

“Over there!” Frost Wind yelped, pointing at a bush. Everypony stared in horror at the pair of gleaming eyes in the shadows.

From under the bush crept not one, but countless creatures out of the pegasi’s worst nightmares. They were smaller than a pony, but they made up for that in sheer numbers. Each one had six limbs, of which the front two ended in wickedly sharp talons that made Rainbow Dash shudder just from looking at them. Their backs were covered with a dull blue shell, like some hideous overgrown insect, while their limbs and underbellies were the red of dried blood. However, the part that terrified the pegasi the most was the eyes. Tiny, sunken pits in the creatures’ small heads that bore no signs of intelligence, only the desire to consume all in their path.

“Now would be a very good time to leave,” Shooting Star said. The group turned to find themselves facing another swarm of the creatures, but these carried odd objects in their forelimbs that seemed to merge straight into their bodies. They looked disturbingly similar in function to the guards’ crossbows.

And behind that swarm towered the chameleon-creature. Now fully visible, it struck terror into the ponies’ hearts. Standing on two chitinous legs, it towered over three times the height of the guards. Its forelimbs ended in huge claws, but Rainbow Dash’s attention was drawn more to the massive limbs protruding from its shoulders. This extra set of limbs was covered in razor-sharp blades that had a frightening reach.

“Fly for it!” Sidewinder yelled, but his order was unnecessary. The ponies had already sprung airborne and were flying for Ponyville.

A howl of pain came from behind them. Turning around in midair, Rainbow Dash spotted Shooting Star spiraling to the ground, where the alien horde was swarming with activity. The pegasus had acquired a large hole through one of his wings, rendering him flightless.

Help me!” he screamed as the monsters swarmed around him.

Rainbow Dash was about to turn back, but Sidewinder barked, “Keep flying! Don’t stop for anything!”

“But… Star! We can’t just leave him!”

“We can’t but we have to! It’s too late for him!” Sidewinder urged. Rainbow Dash’s eyes met his. Where there used to be a cocky, flirtatious guard captain, there was now a terrified, heartbroken pony who was forced to make an impossible decision. Tears brimming in her eyes, Rainbow Dash set her sights on Ponyville, Shooting Star’s screaming still ringing in her mind.

M41.996 (Unknown Time) Unknown Planet

One thing about Tyranids: they never left anywhere unscathed. Everywhere Sicarius looked, there were signs of disturbance. Uprooted trees, trampled plants, and a bewildering variety of tracks, ranging from the tiny prints of Termagants to the massive indentations of a Carnifex’s feet.

“Techmarine, what do you have?”

Maxilos tapped on his auspex. “The Tyranids are approximately half a kilometer ahead of us, and they have just increased their speed. I suspect that they have encountered the natives of this planet, and are in pursuit.”

“Good. They will be distracted. The element of surprise is still ours.” Sicarius glanced back at his battle-brothers. “Terminators, take point. Dreadnoughts and Tactical Squads, cover our left and right flanks. When we catch the Tyranids, Squads Ixilon and Strabo will sow confusion in the swarm. All other squads will advance and provide supporting fire.” Sicarius flicked the Tempest Blade on. Crackling blue energy sparked along its length. “Let’s crush some xenos.”

Everfree Forest, Equestria 11:13 am

Pinkie Pie bounced merrily along towards Zecora’s hut, humming one of her latest party jams. Behind her, the three bound-by-the-laws-of-physics Crusaders climbed over tree roots, rocks, and occasional packages dropped by Ditzy Doo. Scootaloo had lost count how many times that she wished that she could fly.

“Hi Zecora!” Pinkie smiled as she spotted the exotic-looking zebra slinking towards them. “Why are you moving all funny? It looks like you’re trying to hide from somepony!”

“Hush, my friends, and please stay here. We may have unexpected visitors, I fear,” Zecora whispered.

“New… visitors?” Pinkie Pie whispered. Her eyes went impossibly wide in shock.

“Oh, horseapples,” Applebloom muttered, knowing what was about to happen next.


“Ooh! Can we make muffins?”

Ponyville, Equestria 11:19 am

Thanks to the quick actions of Ponyville’s citizens and the Royal Guards, the small town boasted considerable defences. Sandbag barricades were deployed at choke points, clouds were ready for use as vantage points and lightning cannons (many ponies had been worried when they heard about the clouds, but they felt much better when they were informed of Ditzy Doo’s absence), and catapults and slingshots were primed for use as artillery. The earth pony guard in charge of the defences, Captain Stone Mason, had been in charge of defending a frontier town against buffalo stampedes before the truce at Appleloosa. He knew how to make defences last.

With these fortifications in place, there was little to do but wait. The Element Bearers, with the exception of Pinkie Pie, were all with the Princesses and Captain Stormcaller near the town borders. Everypony nervously scanned the tree line, expecting some hideous monster to come barreling out at any moment.

Applejack in particular was getting impatient. Knowing that Rainbow Dash was out in the forest didn’t help her mood.

“Jus’ like Rainbow Dash to go runnin’ off lookin’ fer danger! She’s gonna go an’ get herself killed!”

“Applejack, please calm down,” Fluttershy said meekly. “Rainbow Dash is the bravest pony I know, and I think she’ll be just fine.”

“Ah’m glad ya think so, Fluttershy,” Applejack replied appreciatively. “But it still don’t make me feel any better. That forest is dangerous at the best o’ times, and now there’s aliens in there!”

“Miss Applejack, you need not be so worried.” The two mares turned to see Stormcaller trotting up to them. “Captain Sidewinder and his squad are the best pegasus guards I have. They are not about to let one of the most important mares in Equestria get hurt.”

The unicorn captain’s honest words lessened Applejack’s fears somewhat, but she still couldn’t help but worry for her blue-furred friend.

“Thank you kindly, but I’ll feel a whole lot better when she’s standing here in front-“


The shout from above made everypony look up. Hurtling straight towards them were four pegasi, Captain Sidewinder at the front. He and the three guards flared their wings and landed, but the fourth pony shot past, leaving a multicoloured trail behind her.

“Rainbow Dash!” Applejack cried out and galloped toward her friend, who suddenly wheeled around and smacked headlong into the orange pony.

“Aliens everywhere! They’re like these giant bug-things and there’s so many of them they’re right behind us!”

Being a close friend of Pinkie Pie, Applejack could easily understand such rapid-fire words, but both Princesses looked utterly lost.
“Please, slow down and tell me-“

“Princess, there’s no time!” Sidewinder said. “Everything she said is true! There’s a horde of aliens coming this way! They’ll be on top of us in minutes!”

Stormcaller knew there was no time for debate. He began earnestly barking out orders to several squads of guards.

“Unicorns stay back! I want force fields and attack spells ready to go. Pegasi, when these things show up, I want you calling out their positions. Earth ponies-“

His words were cut short by a sudden scream of pain. Everypony’s eyes were drawn to the unicorn guard who screamed. He was pinned to the wall of the town clocktower by a massive spine.

They had little time to aid the stricken guard, because a hair-raising howl, one that no pony’s throat could have produced, came from the trees. Everypony turned towards the source of the noise.

Crashing through the trees was an unending swarm of horrors. Everywhere the ponies looked there was another terrifying set of talons, blades, and barbed tentacles coming straight towards Ponyville at blistering speed.


In other circumstances, the Element Bearers would have thought it very strange that Rarity was the first one to burst out like that, but the carpet of chitinous death flowing towards them had a way of gripping their minds in fear.

“Stand your ground! Open fire!” Stormcaller barked, sounding more confident than he felt.

A hail of arrows, rocks, and occasional bolts of lightning from the clouds shot out. There were so many targets that they could hardly miss, and many of the smaller bug-aliens fell, transfixed by arrows.

The loss of their allies did nothing to hinder the oncoming horde, which simply trampled its injured underfoot as it charged. The swarm would be on top of the guards in seconds.

“Unicorns! Force fields, now!” Stormcaller thundered. The squad of unicorn mages lowered their horns and began channeling their magic. The air in front of the barricades shimmered like a desert mirage, tinged with a slight glow. Twilight leaned forward and added her considerable magical prowess to the shield. Her six friends cheered as the shield’s glow intensified.

Luna felt an awful sense of foreboding. “GUARDS, WAIT! YOU DO NOT KNOW WHAT COULD HAPPEN!” she urged, but she was too late. All along their ranks, unicorns suddenly contorted in pain, grasping their foreheads and horns. Twilight’s horn faded and she collapsed to the ground.

“NO!” Celestia cried as the shield fizzled out. Her horn began glowing as she tried to sustain it, but she was suddenly struck with blinding pain in her skull and lost her concentration.

With no shield blocking them, the bug-aliens surged forward. Smaller creatures swarmed forward, dragging guards down under sheer weight of numbers. As Rarity watched, a large, four-armed creature lashed out with a sinuous tendril, yanking a guard off his hooves and into the air, where he was skewered on the massive sword that grew out of one of the monster’s arms.

“Fall back! Fall back!” Stormcaller’s voice was barely audible over the din of the battle, but the guards got the message. Pegasi took to the skies, and unicorns and earth ponies galloped for their lives.

Several pegasi dropped like burst balloons as acidic green projectiles from a brood of small, skittering aliens struck them. The lucky ponies died before they hit the ground.

Fluttershy risked a glance back as she flew. One of the largest creatures, one that looked like a freakish crablike insect, reared up and roared. Its gaze met Fluttershy’s. Even at a distance, she could see the cold, soulless pits boring into her, telling her to surrender to despair.

Shrieking louder than she ever had before, Fluttershy flew to escape these monsters.

M41.996 (Unknown Time) Unknown Planet

“Darius, moving up!” the Sergeant hissed into his vox-system.

He lifted his combat knife and smashed through the trees, hoping to take the xenos by surprise.

Milliseconds after he spoke and began moving, the voice of Sergeant Vorolanus sounded in his ears. “Darius! Five more contacts! Moving to assist!”

“Emperor blast it!” Darius hissed. Instead of a lone sentry, he now had to contend with six unfamiliar xenos. His only hope was to eliminate them all before they raised an alarm. Hacking some leaves out of his way, he charged into the clearing to get his first look at the natives of this planet.

He certainly did not get what he expected.

First of all, they were small compared to him. The tallest one was only slightly more than a metre tall. They were quadrupeds, which wouldn’t have been unusual if not for the fact that they resembled miniature Terran horses, albeit with strange colours. The one closest Darius was a light grey with darker grey stripes, the three tiny ones with ridiculously disproportionate heads were a pale yellow, pearly white, and vivid orange respectively, the fourth was light grey and currently airborne. The one that caught Darius’s attention was the one that was an offensively bright shade of pink, and was bouncing up and down, seemingly in shock.

“What in Guilliman’s name?” Mikos exclaimed. At his outburst, the aliens scattered, except for the striped one and the pink one, who seemed to be stuck in an infinite loop of insane babbling.

“Melee only!” Darius barked. “For the Emperor!”

Ditzy Doo may not have been regarded as the smartest pegasus in Ponyville, but she was surprisingly intelligent when she needed to be. She dove straight down, swept up the three Crusaders in her forelegs, and shot up into the trees.

“Aaaaaaa…” all three fillies were screaming.

“They’re huge!”

“They’re blue!”

“They’re gonna hurt Pinkie Pie an’ Miz Zecora!”

Ditzy shot toward a massive tree with a convenient nook in its branches. “Stay here,” she said, firmly but gently, as if she were talking to Dinky Doo. “I’ll come back for you.” With those words hanging, she took off to help her friends.

In the meantime, Zecora was busy avoiding lightning-fast knife slashes from the first alien. Despite its massive size and heavy armour, the alien moved with incredible speed and skill. Zecora was quite physically capable; she spent much of her free time practicing her agility and balance, but she knew that it was only a matter of time before she made a mistake that cost her life.

Darius was rarely surprised at anything. So for him, having an ungainly-looking horse-alien somehow be able to evade every slash he made was an unnerving experience. He felt utterly incompetent to be outmatched by such an odd creature.

“Sergeant! Orders?”

“Stand down, Mikos! I’ll handle this one. Ultramarines, find the other xenos and surround this area!”

Sergeant Vorolanus plowed through some bushes, his armour’s auto-senses scanning the trees around him for any sign of the fleeing aliens. He kept his bolter holstered, instead opting to use his knife.

“Vorolanus! What’s going on?” Sergeant Atavian demanded through Vorolanus’s vox-bead.

“Xenos contacts. Negligible threat level. Situation under control.”

“Good. I’m taking the Titan Slayers around the clearing to prevent them from escaping.”

“Understood. Vorolanus out,” he switched to his own squad’s channel. “Thunderbolts, spread out, search pattern. They cannot hide forever.”

“Captain, we are nearing the edge of the forest. Orbital scans show that the forest edge is next to a xenos settlement,” Maxilos droned.

Sicarius nodded and advanced steadily, muttering battle-rites as he went. Marcellus’s Reavers smashed aside trees in their path with mighty blows from their powerfists, adding to the destruction already wrought by the Tyranids.

In a matter of minutes, the Ultramarines exited the gloomy forest into a brightly lit field of rich green grass. Across the field were the quaint forms of native structures. Choke points between several of them had been blocked off with sandbags, but simple barriers like those were no hindrance to Tyranids. Even a mere Hormagaunt could easily leap over barriers twice that height. Consequently, they were no issue for the armoured forms of the Ultramarines, who simply stepped over the bags and entered the xenos settlement. Sicarius was surprised to see the corpses of several gaunts in front of the barricades, killed apparently by primitive arrows. He saw no signs of the natives, but that was no surprise. Tyranids did not let bodies go to waste.

Every building was brightly coloured and looked almost like they had just been built. The doors on the buildings were tiny when compared to Space Marines; they barely came up to the aquila on Sicarius’s chestplate. Perhaps this could be a human settlement after all, he thought, but he pushed those thoughts away. If there were humans here, they wouldn’t last long against the Tyranids.

“What in the name of the Emperor are those?” Marcellus exclaimed as they reached a large plaza. In the center of the plaza, the horde of Tyranids was engaged in their typical brutal combat with a rapidly dwindling group of brightly coloured aliens.

At first, Sicarius suspected Eldar or Slaaneshi cultists, due to their garish colouration, but that idea was immediately dispelled. Even at a distance, he could tell that these aliens were nothing he had ever seen before. They were very short, probably only coming up to his waist at the most, and had four legs, looking curiously like horses.

Contemplating the mystery of these strange creatures would have to wait. There were Tyranids to kill. “Ultramarines, attack!” Sicarius thundered.

“Victoris Ultra!” roared more than a hundred Space Marines as they charged into battle.

Ponyville, Equestria 11:23 am

Rarity screamed in panic as she ran from yet another one of the slavering monsters. They had caught up with the ponies almost instantly, forcing them to turn and fight. With no weapons, she had tried to use her magic to fling her assailants away, but her abilities had deserted her. So she was left to try to escape.

For the third time, she felt the rush of air as the hissing alien missed her by inches. She let out a hoarse scream.

“Duck!” a voice yelled, and she complied. A gleaming sword swept over her head and struck the pouncing alien, laying its ribbed thorax open. Stinking black blood spilled over her.

She looked up to see the hefty form of Captain Stone Mason, who had saved her. “Madam, get out while you have the chance!” he urged as he sidestepped another leaping alien.

“No! I refuse to leave my friends!” she retorted, turning back into the swirling melee.

On the other side of the plaza, Princess Luna was struggling against a particularly unfriendly alien that carried a pair of bony swords. She had just seen those blades cut straight through five of the best soldiers in Equestria, and she did not want to take any chances.

BEGONE, FOUL BEAST!” she bellowed, firing off an arc of lightning from her horn. Somehow, the presence of these creatures made it almost impossible to utilize magic, even for a powerful mage like her. The lightning knocked the beast back, but the strain sent Luna staggering as well. Thankfully, she recovered first and flung several sandbags at the stunned monster.

It hissed and slashed the bags out of the air, spilling their contents across the cobblestone ground. The alien made an odd chuffing sound, almost as if it were laughing at her feeble attacks.

So this is the way it all ends, she thought. Destroyed by forces that we did not even know existed.

Fluttershy was having problems of her own. She was currently dodging ground-splitting blows from the massive crab-monster she had seen earlier. Its massive claws dug furrows in the ground wherever they struck. The shy yellow pegasus squeaked in fear as she barely avoided yet another huge claw.

Unbeknownst to her, her animal companion, Angel Bunny, was bounding towards her. He may be a pain in the flank most of the time, but he genuinely cared about Fluttershy. To prove this, he dashed up and kicked the building-sized monster firmly in the foot.

The alien took no notice, but Fluttershy saw her fluffy white friend inches away from it. Her fears overridden, she shot forward and shielded him from harm with her body.

“Angel what are you doing here? Save yourself!”

The rabbit stubbornly shook his head.

Now aware that its prey was immobile, the alien roared in triumph and raised a foot to crush Fluttershy underneath. She cowered under her pink mane. Please let it be quick please let it be quick…

Two thunderous explosions sounded, echoing across all of Ponyville like the time when Pinkie left several ovens on for too long. Fluttershy looked up just in time for a shower of shattered alien shell to rain down on her. The crab-alien roared in pain, now missing a huge chunk of the bluish plates from its back.

The yellow pegasus scanned the town for the source of the disturbance. The smoke contrails led to the street where the bug-aliens had followed them.

Charging across the streets of Ponyville was another group of aliens. Their entire bodies were a rich blue colour with occasional variations of white, silver, or gold. All of them stood tall on two legs, and in their arms they carried strange-looking devices that spewed gouts of fire and smoke as they ran.

At least a hundred of these new aliens stormed across the plaza towards the swirling melee. Many of the bug-aliens turned to engage this new threat, ponies temporarily forgotten. Most importantly, the huge crab-alien menacing Fluttershy seemed to forget her entirely and advanced toward this new threat.

Feeling a paw nudging against her foreleg, Fluttershy looked down. Angel Bunny stood there, giving her a look that distinctly said Now would be a very good time to leave.

Marcellus led the Ultramarines’ charge across the settlement, blazing away with his storm bolter. The shots from his shoulder-mounted missile racks had been true, blowing great chunks of shell off of a rampaging Carnifex. At his sides, his battle-brothers opened fire with their bolters, cutting through the first ranks of Tyranids with deadly accuracy. Dreadnoughts Maccabeus and Ultracius charged forward, their arm-mounted weapons roaring with righteous fire. The air was alive with weapon discharges and battle cries. Marcellus took aim and unleashed a second pair of krak missiles as he ran. The armour-piercing warheads streaked out, and he was rewarded with a roar of pain from the Carnifex as its legs were blown out from under it.

The distance between the Tyranids and Ultramarines was closing fast. Soon, this battle would become quick and brutal as both sides engaged in melee combat. Without ceasing fire, Marcellus activated his powerfist and drew it back to smash the first Tyranid in his path.

“For the Emperor!” he roared as the two armies collided.

Across the town square, ponies fled in a panic. The aliens had butchered their way straight through an entire guard battalion and would have kept going, if a second force of aliens hadn’t attacked them. Ponies everywhere stood dumbstruck by the sheer violence unleashed by both sides. The bug-aliens fought with tooth-and-claw ferocity, the huge blue aliens with relentless precision and skill.

Lyra stood, staring into the melee. Her eyes were wide, not with fear, but with ecstatic glee.

“See, Bon Bon! I told you they were real! And they have hands!” she cried giddily, bouncing up and down.

“You can brag later! Just run!”

Princess Celestia had seen many things during her long centuries. She’d seen hordes of angry Diamond Dogs pillage a town for valuables, dragons incinerating stretches of farmland, and Discord wreaking all kinds of chaos across Equestria. But nothing she had seen could measure up to the spectacle of this battle.

The newer aliens could not have possibly been more different from the bug-aliens. They were huge, towering over even Celestia herself, and they moved with relentless speed and purpose. Everything about them seemed powerful and implacable.

The Princess was completely out of her depth here, so she reacted to the situation like everypony else did. She stared in awe.

After several seconds of trying to make sense of the entire day, her mind began racing. Several facts presented themselves in her mind in quick succession.

First of all, these new aliens did not seem to be interested in the ponies at all, or, most likely did not consider them a threat. She hoped that it would stay that way.

Second, these blue giants were incredible warriors. As she watched, the lead alien smashed several bug-aliens aside with one sweep of its massive armoured fist. They simply did not seem to be taking casualties.

Third, despite their phenomenal combat skills, the newcomers were sorely outnumbered. Every one of them was fighting at least three bug-aliens simultaneously.

Finally, now that their enemies were distracted, the guards could organize a retreat. “Captain!” Celestia called. “Now’s your chance. Get the injured out of here.” She scanned the carnage around her, praying that her student and her friends were not among the broken bodies strewn about. “Twilight! Where are you?”

“Over here,” came Twilight’s shaky voice as she stepped out from behind some bushes. Her friends emerged from hiding as well. None of them looked injured.

“Well. At least this day’s been interesting,” Spike said with an awkward shrug. Everypony gave him a stare. “Hang on,” he said, glancing about. “Where’s Applejack?”

Everpony’s blood ran cold. The blond farmpony was nowhere to be seen.

With a flapping of wings and a thud, Princess Luna landed painfully beside her sister. “I…saw her…fighting,” she choked out, wobbling unsteadily from her wounds.

Ancient Maccabeus laughed heartily as he crushed yet another Tyranid warrior in his powerfist. It had been far too long since he last felt the rapture that battle brought him.

A glob of green bio-acid from another Tyranid warrior splattered across his body, scorching a patch of paint off. Turing to face the alien, Maccabeus unleashed a ravening blast from his multi-melta, turning the target and any others near it into steaming piles of offal.

“Ancient!” came the voice of Captain Sicarius through his vox-system. “Carnifex! Take it out!”

Maccabeus scanned the battlefield and spotting the surviving Carnifex. The first one had fallen to some well-placed missiles from Sergeant Marcellus, but the second one still lived, and was currently giving Sergeant Ixion’s Avengers some difficulty. The Assault Sergeant was smashing his powerfist into the beast’s sides, while his squad hacked at it with their chainswords. Unfortunately, their attacks had little effect.

“Stand back, brother,” Maccabeus rumbled. “I shall end this creature.”

Applejack had always been an exceptionally stubborn pony. When the horde of bug-aliens attacked, she ignored the words of the Royal Guards and joined the fight herself. She had several deep cuts and scrapes from the fighting, but she had inflicted her fair share of damage. Several of the smaller aliens lay dazed on the ground after a sound bucking from her rear hooves.

Then the huge blue aliens arrived, and things got interesting.

The bug-aliens had seemingly lost interest in the ponies and left to fight the newcomers, but Applejack and several guards had gotten swept up in the melee, and were now forced to contend with two groups of aliens bent on ripping each other limb from limb.

“Aw, horseapples,” she muttered as she ducked under a gout of flame that one of the blue aliens fired at its opponents. She escaped but she smelled burnt hair.

As if her close brush with being roasted wasn’t enough, the ground around her began shaking. She threw herself to the side as a pair of massive figures pounded by. One was the massive crab-alien like the one that had attacked Fluttershy, and the other was a huge, mechanical thing with stubby legs. The crab-monster was forcing the massive machine back, step by step, with relentless blows from its huge claws. As Applejack watched, it seized one of the machine’s arms in a claw, leaving it very exposed. The two massive figures grappled, each trying to force the other off-balance.

Maccabeus was regretting challenging the Carnifex up close. With only one close-combat limb to the alien’s two, he had steadily lost ground. Now, with his multi-melta pinned, it was only a matter of time before a claw smashed his sarcophagus.

“Burn, abomination!” Maccabeus bellowed, blasting a wave of promethium from his heavy flamer over his opponent.

As flames washed over the two fighters, Applejack made a snap decision. Upon later review, she would claim that she hadn’t been thinking entirely straight when she made it.

She galloped forward, leaping gracefully over a smaller alien that was burning to death, and headed straight for the crab-alien.

Maccabeus’s optic sensors caught a flash of orange out of the corner of his vision. Turning his camera, he spotted one of the diminutive horse-creatures that the Tyranids had been butchering earlier. The small alien was charging straight towards the two dueling juggernauts, its mane flapping in the wind.

Realization struck Maccabeus in an instant, and he threw every kilogram of his titanic weight forward, forcing the Carnifex onto its heels.

“Aw, hay with it!” Applejack yelled, and spun around mere feet from the crab-monster. “Yee-haw!” she yelled as she delivered a mighty buck to the monster’s ankles. Pain exploded through her legs, and she staggered away, collapsing shortly thereafter.

The orange alien’s gambit had worked, and the Carnifex tipped over, flailing its limbs. Bracing himself firmly against the ground, Maccabeus wrenched his body backward, breaking its grip on his multi-melta.

He quickly aimed the massive weapon at the Carnifex’s head. With a bright flash and hissing of vaporized fluids and flesh, its head simply disappeared.

“No xenos shall stand before me and live,” he growled. He spotted the horse-alien limping away. For a moment he considered setting it ablaze with his flamer, but he thought better of it, and turned back to the raging battle.

Arcs of bluish-white lightning leapt from Argus’s fingers as he blasted another swarm of Hormagaunts into oblivion. The presence of the Tyranids was severely limiting his psychic abilities, but he still had some talents available.

“Feel the Emperor’s wrath!” he shouted, his force axe severing a clawed arm that slashed at him. He then turned toward the arm’s former owner, and called upon the warp once again. At the moment, drawing warp-energy felt like dragging a Vindicator siege tank through mud, but Argus managed to succeed, and vivid red flames blasted out of his eyes, setting the Tyranid ablaze.

Leaving his opponent to die, Argus scanned for a new adversary. As he searched, he spotted Captain Sicarius, right in the thick of the action. He and Company Champion Gaius Prabian stood back-to-back, fending off three Tyranid warriors. Prabian held a defensive stance, parrying blows with his combat shield and then countering. Sicarius was the polar opposite. He threw himself at his enemy, forcing it back with merciless blows.

Argus had seen Sicarius’s swordsmanship before, but it had never failed to astound him with its elegance and sheer lethality.

As he watched, the Captain forced the Tyranid Prime’s boneswords down. The alien hissed and tried to back away. Surging forward, Sicarius rammed the Tempest Blade into the Tyranid’s face, driving it in all the way to the hilt.

With the Prime dead, the remainder of the swarm immediately lost all coordination, leaving themselves easy pickings for the Ultramarines.

Rarity simply couldn’t believe her eyes. The utter violence that the aliens had wrought was enormous. Dead bodies lay everywhere, many of them unrecognizable.

“Oh, my heavens,” she breathed. “What madness is this?”

The battle had caused terrible damage to the Royal Guards. The formerly fifty-strong battalion was reduced to a mere sixteen. All of the survivors bore grievous injuries.

The Element Bearers were a mess. Disheveled manes and tails, deep cuts, and bruises were everywhere. Even the Princesses had been injured, Luna in particular. She bore a massive wound down her elegant neck, and she limped slightly, holding a forehoof out painfully.

“Princess!” Rainbow Dash yelled. “Those things are coming this way!”

Sure enough, several of the huge blue aliens were striding towards the surviving ponies. They didn’t appear aggressive yet, but it was hard for Rarity to stop hyperventilating all the same.

“Your Highnesses, get to safety. We will buy you some time,” Stormcaller said, placing himself in front of Celestia.

“Captain, if they wanted to kill us, they would have done so already. I think they have something else in mind,” Celestia replied. “Everypony stay still. Do not make any sudden movements.”

Rarity finally had a chance to observe the aliens closely. They were bipedal, with thick, tree trunk-like legs, and arms that ended in hands with five dexterous fingers. Her eye for detail quickly allowed her to realize that the aliens were not blue giants. Instead, each one was wearing more armour than the entire guard battalion. The armour was predominantly blue, with some parts a gleaming gold, such as the borders of their ridiculously oversized shoulder pads. Set in the center of their broad chests were huge golden icons of eagles, an image that was repeated everywhere with at least four variations. In their hands they carried a variety of objects that were obviously some sort of weapons, ranging from an ornate sword to an unfeasibly huge armoured gauntlet that was splattered with bug-alien bits.

But most frightening of all were their eyes. Their faces were all concealed behind helmets, and the eyes of these helmets were a deep red. They glowed slightly, as if lit from within, and lacked any variation in colour. Rarity felt those horrible, glowing eyes boring into her, just waiting for an excuse to kill her like one of the bug-aliens.

Glancing at her friends told her that they were feeling the exact same way.

Captain Sicarius strode towards the small group of aliens, flanked by Marcellus, Argus, and Maxilos. The aliens seemed utterly paralyzed with fear at the sight of him.

“All squads, defensive perimeter on the approach to the settlement. Do not engage the natives without my orders.”

“Understood, Captain,” Sergeant Daceus replied.

Sicarius turned back to the aliens, stopping several metres in front of them. He quickly looked them over. True enough, they resembled Terran horses, but with massive heads and eyes, as well as strange colours. Two of them were about the size of a normal human; much taller and more elegant-looking. One of them was a brilliant white colour, with a mane and tail that seemed to be made out of rainbows. Its smaller counterpart was a midnight blue with a lighter blue mane and tail that laid flat. Judging by the crowns and jewelry that they wore, these two were some sort of royalty.

“Brothers, I am going to try speaking with these creatures,” Sicarius informed his companions through his vox-system, so only they could hear it. “We do not yet know if they are a threat, and it would be wise to learn more about them.”

Switching to his external speakers, Sicarius addressed these pastel aliens. “I am Captain Cato Sicarius of the Ultramarines 2nd Company. Identify yourselves.”

Everypony jumped as one of the huge figures spoke. The speaker was unmistakably their leader, as it wore the most elaborate armour and stood at the head of their formation. Its voice was distorted and mechanical, but it made no difference. Nopony could understand a word of its language.

Celestia felt her heart rate rising. If they could not even communicate, there was little chance of this encounter ending well.

Gathering up her courage, she spoke in return. “I am Princess Celestia of Equestria. What are you creatures?”

“Analyzing voice patterns. Complete. Their language does not match any known language.”

Marcellus clenched his powerfist. “Captain, this is getting us nowhere. We should exterminate these xenos and return our attention to the Tyranids.”

“Patience, brother,” Argus said. “I believe that I may be able to solve some problems.” He bowed his head slightly and closed his eyes in concentration.

Twilight and Luna felt it immediately; a strange presence in their minds. To Luna, it was unfamiliar, but Twilight recognized it immediately. Whatever this was, it was the consciousness that had contacted her in her dreams.

What are you? she asked with her thoughts.

To her great surprise, a low male voice sounded in her mind. What are you?

You can understand me? she asked.

Yes, the voice replied. My brothers lack my abilities. They cannot understand anything you or your friends might say.

I…I think I can fix that, she replied, and concentrated on a spell. It was a simple translation spell that had been in use for centuries. It functioned by reading the thoughts of each party and subconsciously translating them into recognizable languages.

Allow me to assist, the voice added, and Twilight suddenly felt her mind…expand. Images rushed through her mind. Huge planets covered in cities. Soaring citadels of golden metal. Untold trillions of aliens, in a vast empire that spanned an entire galaxy.

Abruptly, the images running through her mind changed. She saw a huge, raging battlefield, where the blue-armoured giants fought the bug-aliens on fields of snow and ice. Millions of the skittering horrors flowed across the ground, completely obscuring the white snow under a carpet of red and blue carapace.

The armoured aliens stood their ground, the strange devices in their hands spewing fire and thunder. As the bug-aliens closed the distance, squads of defenders rushed out to meet them. Some charged on foot, firing at they went, while others launched themselves into the air on plumes of fire, knocking their adversaries airborne as they smashed into the ground.

You have seen where we come from, the voice sounded in her mind. Perhaps that will help.

“Argus! What’s happening?” Marcellus exclaimed. As he watched, the small purple alien with a short horn on its forehead had begun doing something. Its horn had begun glowing, and a matching purple glow had appeared around Argus’s helmet.

“Stay your weapons, Marcellus,” Sicarius ordered. The Terminator complied, but he held his storm bolter at the ready nevertheless.

“What’s going on?” Rainbow Dash burst out. “What’s happening to Twilight?”

Celestia’s eyes shot between Twilight Sparkle and the massive alien. “I don’t know! Something’s happened…”

“...but I don’t know what! Her horn started glowing, then the alien started glowing…”

Marcellus’s eyes went wide under his helmet. The tall white alien had suddenly lapsed into Low Gothic.

Unable to contain his surprise, he barked out “I understood that!”

Everypony jumped as the towering, hunchbacked alien spoke.

“It spoke Equestrian!” Rarity blurted. Its voice sounded like it had been gargling with steel wool, but it was clearly understandable.

“Equestrian? Is that the language of this world?” another of the aliens asked. “What are you creatures?”

Princess Celestia drew herself to her full height and spread her wings regally. “I am Princess Celestia of Equestria. These ponies are my friends and subjects. Now, what in the world are you?”

The leader of the huge aliens stepped forward, its long cape billowing behind it. “I am Captain Cato Sicarius of the Ultramarines 2nd Company. These are my battle-brothers, Marcellus, Argus, and Maxilos.” He indicated each of his companions in turn. “We came here in pursuit of a Tyranid fleet.”

“Tyranids?” Luna interrupted. “Are those the creatures that you killed?”

“Yes. They are the oldest enemies of the Ultramarines Chapter. We seek to exact vengeance for our brothers that they have killed.”

“You still have not answered my question. You told us your names, but what are you? What species?” Celestia asked insistently.

“You dare make demands of the Ultramarines?” the alien identified as Marcellus snapped. “If not for the Captain’s orders, I would kill you on the spot.”

Fluttershy let out an “eep” of fear and flopped down in a dead faint.

Sicarius seemed to tolerate the accidental impoliteness. “We are the Adeptus Astartes. Angels of Death. The Space Marines. We are humans, but we are much more.”

Celestia’s heart hammered against her ribs. These “Space Marines” were like nothing she had ever imagined. But she had to see them, eye to eye.

Slowly, but firmly, Celestia spoke. “Show yourself.”

Marcellus snapped the massive weapon in his hand up, but Sicarius raised a hand. “As you wish.”

The Ultramarine reached up and placed its hands on the sides of his head. With a clicking sound and this hiss of escaping air, he lifted the helmet off.

At first, Rainbow Dash thought he was removing his head entirely, but then she caught a glimpse of light tan skin. With the helmet all the way off, she could finally lay eyes on the Space Marine’s actual face.

He lacked fur, except for a patch of short brown hair streaked with grey on top of his head. The flesh of his face was rough and scarred. Compared to a pony, his head and all its features were comically small. He had a short, pointed nose, a firm jaw, and small ears set on the sides of his head. His eyes were small, almost beady, but they shone a cold, bluish-grey colour and stared intently, without blinking. This was the kind of creature that simply wouldn’t take “no” for an answer.

“It appears that the Tyranids have taken an interest in your “ponies,” Princess,” Sicarius said. Without the distortion of his helmet, his voice was low and even, but perfectly clear. “They will soon return.”

“But…you killed them all,” Rainbow Dash pointed out. “And the other ones I saw in the sky landed really far away. How can they know where we are?”

“The Tyranids are controlled by a entity known as the Hive Mind.” Everypony winced at the painful, rasping tones of Maxilos. “The Hive Mind is a gestalt consciousness comprised entirely of psychic energy. It oversees and directs the actions of every Tyranid within synapse range, concentrated and magnified by the presences of its commanding organisms. It compiles all sensorial data from every Tyranid in existence.”

“Wow,” Rainbow Dash said with an approving nod. “He’s an even bigger egghead than you are, Twilight.”

Despite the imposing presences of the Space Marines, Twilight couldn’t help but groan in frustration.

“Simply put, every Tyranid is linked to every other Tyranid. All data they collect is communal,” Maxilos added.

Rainbow Dash still stared in confusion.

Though his tone remained unchanged, the Techmarine was obviously laying on the sarcasm. “Every Tyranid knows what every other Tyranid knows.”

“Oh,” the blue pegasus said, sounding somewhat disappointed. “It kinda sounded cooler the first time you explained it.”

“So there will be more of those horrid beasts?” Rarity asked.

“Undoubtedly. A total of three Tyranid bio-ships made planetfall. With plentiful biomass available to fuel their reproduction, they will be able to consume this entire planet.”

Sicarius’s words rendered everypony silent. Shockingly enough, it was Fluttershy who broke the stillness.

“What can we do? Now we’re all weak and helpless, not just me.” She looked up at Sicarius, meeting his iron gaze. “Please, Captain. Can you help us?” Her wide blue eyes quivered slightly, and tears of fear formed at their edges. It was the most heart-wrenching, yet at the same time, the most adorable expression she had ever made. Even Rainbow Dash sniffled slightly at the sheer power of cuteness.

As a Space Marine, Sicarius was utterly indifferent to things that would reduce a normal human to tears. Yet for all his centuries of battle experience, he was still a human at the core, and something about the timid yellow pony’s face and words had reached that core.

“You ponies are unlike anything I have ever seen. Your safety is now in the hands of the Ultramarines 2nd Company.”

M41.996 (Unknown Time) Unknown Planet

“Sergeant Daceus, repeat last transmission.”

“The Tyranids have been exterminated. Orders are to regroup in the centre of the xenos settlement. By the Captain’s orders, do not, I repeat, do not engage the horse-aliens. Regard them as noncombatants,” the Veteran-Sergeant repeated.

“Are they intelligent?” Darius asked, trying to find a plausible reason for sparing the xenos.

“Apparently so. One of them appears to be a psyker of sorts. It did something with the Epistolary, so now we’re translating each other’s languages. We can understand them, and they can understand us.”

“Understood. Moving to rendezvous now,” Darius switched off his vox-bead and turned to Sergeant Vorolanus.

“Do you-” they said simultaneously.

“No I-”

“If this is-”

Their verbal antics were interrupted by a fit of hysterical giggling from the bright pink alien, who had mysteriously appeared in the crook of a tree.

“You guys are so much funnier now that I can understand you!” she cackled, rolling on the ground.

Darius and Vorolanus looked at each other again.

“Emperor preserve us,” Vorolanus muttered. Darius could only nod in assent.

Drawn out by the conversation, the remaining horse-aliens appeared. The grey wall-eyed one flapped its wings and flew right up to the Tactical Sergeant’s face.

“Hiya! Do you like muffins?”