Warhammer 40k: Courage and Honour and Friendship

by Verbose Soubriquet

Under Cover of Night

Chapter 9: Under Cover of Night

M41.996 18:15 2 kilometres south of Ponyville

Stubbornness. Stupid, mule-headed stubbornness.

Applejack had always known that she was stubborn. Stubbornness was in her blood. The Apple Family had been some of the first ponies to settle what would be Ponyville and Appleloosa, and none of their “can-do” attitude had been lost through the generations.

Unfortunately, that stubbornness now kept the Appleloosans firmly rooted in their town, confident in their ability to weather any oncoming storm. On one hoof, Applejack understood, as the frontiersponies had no idea of the threat that the Tyranids posed, only having the word of two Ultramarines and two ponies. But on the other hoof, she had seen the destruction that the aliens were capable of and knew that if they ever stumbled across Appleloosa, the town would not have a dust speck’s chance in the Carousel Boutique of surviving. No matter what she said, there had simply not been any convincing them.

Durned fools, she thought, holding her hat on against the wind. They’re gonna get themselves killed jus’ cuz they’re too dang proud ta accept help. As she mentally rebuked the Appleloosans, realization crept into her mind. Jus’ like me.

Her mind flashed back to the Applebuck Season where Big Macintosh had hurt himself, leaving her to harvest the entirety of Sweet Apple Acres herself with hilariously disastrous results.

“I don’t care what you say!” Twilight glared at Applejack, who teetered sleepily beneath an apple tree. “You! Need! Help!”

With a final kick, Applejack dislodged the remaining apples from the tree, causing them to rain down perfectly into her baskets. “Ha!” she said proudly. “No ah don’t. Look!” She gestured across the orchard, now devoid of apples. “Ah did it! Ah harvested the entire Sweet Apple Acres without yer help!”

She continued boasting, blissfully unaware of an entire other field full of apples sitting smugly on their trees. Twilight and Big Macintosh made brief eye contact, their matching deadpan expressions perfectly summing up their thoughts.

Hindsight’s always perfect, she thought bitterly, finally understanding just how infuriating her own pride must have been to all of her friends. Ah have no idea how they put up with it.

Thinking of Twilight, Rainbow, Fluttershy, Rarity, and Pinkie again brought a warm smile to her face. “I don’t know what ah would do without ‘em.”

“What did you say?”

Applejack started at Strabo’s sudden question. “Oh, wasn’t nothin’,” she said. “Jus’ thinkin’ of mah friends.” She gazed out at the countryside, which flowed by in a blur of greens and browns. “Ah still can’t believe that them Appleloosans didn’t believe us.”

“Unfortunate, but hardly surprising,” Strabo said, not taking his eyes off the ground rushing by.

“Of course it’s surprisin’!” Applejack said vehemently. “Ah’m the dang Element o’ Honesty, but ‘parently that ain’t good enough for ‘em!”

There’s this “Element of Honesty” again. Once again, confusion reigned in Strabo’s mind. Back in Appleloosa Braeburn had called Applejack the “Element of Honesty,” but Strabo had not had an opportunity to voice his perplexity.

“What is this ‘Element of Honesty’ you speak of?” he inquired.

Applejack facehoofed. “Oh, that’s right. Ya’ll don’t know anythin’ ‘bout the Elements o’ Harmony!”

“I have heard ponies talking about these… ‘Elements,’” he said slowly. “Are they some form of relic, or weapon?”

“Ah…” she paused. “Ah don’t rightly know mahself.” An embarrassed look crept onto her face. “They’re… they’re some kinda magical gadgets, but they’re more than that.” Ah wish Twi were here, she thought, struggling to formulate a decent explanation.

“Magical artifacts?” Strabo’s curiosity was piqued. The Imperium made extensive use of such arcane devices, ranging from Argus’s ancient force axe to the Golden Throne itself. The fact that ponies had similar artifacts was yet another unnerving coincidence.

“Yep,” Applejack answered. “The Elements o’ Honesty, Kindness, Laughter, Generosity, Loyalty, an’ Magic.”

“And you said that you are the ‘Element of Honesty’?”

“Yep,” she said proudly. “Me and mah friends each have one o’ the Elements cuz we’re the ponies who represent ‘em best.”

Gears spun in Strabo’s mind as he understood why Applejack had been so distraught about the Appleloosans’ refusal to listen. “And… what exactly do they do?”

Applejack was silent for a moment. “Whatever they have ta do. They turned Nightmare Moon back inta Princess Luna, turned Discord inta a statue… ah really have no idea what they could do next.”

Though the names meant nothing to Strabo, he saw the potential in these “Elements of Harmony” immediately. “If they could aid us in any way, then we’d best make use of them.”

Conversation was cut short by Ionius’s voice crackling through the vox. “Sergeant, two minutes to Ponyville.”

Applejack scanned the terrain to see that the rolling plains and gently sloping hills of the Equestrian countryside had given way to rapidly thickening copses of trees. Beyond she could see the familiar outline of the Sweet Apple Acres barn.

Home sweet home, she thought. As the Typhoon closed in, she noticed to her relief that the trees were undamaged. As far as the trees were concerned, nothing out of the ordinary was happening. No alien invasions, no end o’ the world. Just another day. She smiled proudly at the farmland that she had spent all her life sweating to maintain. Ah’m not letting those lousy Tearo-nids anywhere near mah home.

“Sergeant, auspex has multiple contacts down the road.”

“Hang on,” Strabo said to Applejack, who grabbed her seat frame just in time for him to swing the Typhoon hard to the left.

Ah think ah’ll leave the flyin’ ta Rainbow Dash.

Zooming down the path, the two Assault Marines and ponies located six serpentine Tyranids, which slithered with surprising speed and agility towards another squad of Ultramarines, who ripped into them with a steady stream of bolter rounds.

Sergeant Octavian spotted the two incoming Land Speeders and waved, his aim not wavering. “Brother! We saved some for you!”

With a mirthless laugh, Strabo squeezed the firing stud, releasing a pair of krak missiles. Completely blindsided, two of the Raveners were blown into bloody giblets by the armour piercing warheads. A pair of frag missiles from Ionius followed up, lacerating the survivors with shrapnel. Short bursts of bolter fire picked off the remaining aliens.

Pulling his Typhoon in close, Strabo opened a vox-link to Octavian. “I was beginning to worry that you had forgotten us.”

Applejack breathed a sigh of relief and began unfastening her harness. “Finally. Ah was about ta… uh...” She fumbled with the buckle. “Uh, Strabo? Could ya lend me a hoof… or a hand?” Strabo seemed not to notice.

Octavian’s laugh was a welcome sound. “I would be more concerned about Ixion’s Avengers. Our brother did not stop counting his kills.”

“Time to make up for that.” The two Assault Squads of the 2nd Company had a well-known rivalry, each one trying to outdo the other in terms of kills, maneuvers, or other suitably impressive feats during battle. “When did this attack begin?”

“There were two attacks: one here and another at the ponies’ capital,” Octavian explained. “Sicarius left with the Lions and Hammer to defend the city and left the Ancient in command here. Tyranid abominations starting burrowing in approximately an hour ago. We have been mopping up the stragglers.”

“Then we shall finish the job.” Strabo angled the Typhoon upward. “Time to remind Ixion that gaunt kills do not count.”

“Uh, pardner?” Applejack said nervously as the antigravity drives’ thrumming returned to a piercing whine. “It’d be mighty kind of ya ta let me ooOFFFFFF-” With a whoosh and several loud expletives, the Land Speeder shot towards the rest of Ponyville, carrying a protesting orange pony all the way.

M41.996 18:33 Canterlot Palace District

Eerie, deafening silence reigned across the normally bustling streets of Canterlot, swallowing up the footsteps of the Ultramarines and ponies. Nopony spoke; they simply trotted alongside the Ultramarines in fearful silence. Every few minutes, an alien screech echoed between the buildings, sending a chill through the herd.

The troupe of well-dressed ponies that had been rescued from the hotel trotted along in shocked silence, not taking their eyes off their hulking saviours for a moment. Not one of them had spoken since Rainbow Dash and the Stormtalons had brought down the two Harpies. The Ultramarines had barely acknowledged their charges, instead allowing Shining Armour and his guardsponies to deal with them.

Finally, Trixie broke the ominous silence. “Well,” she remarked to Twilight. “We just keep running into each other, don’t we?”

“It’s been a long time since you were last in Ponyville, Trixie,” Twilight replied. “What’re you doing in Canterlot?”

With a sigh, Trixie began her account. “You may have forgiven me, but I couldn’t stop worrying that everypony else wouldn’t.” Her face darkened and she looked downward in shame. “After what I did, I couldn’t stay in Ponyville. I just couldn’t face them.” A lone tear dripped from her face, mixing with the bloodstains on the street.

“Well you did kinda force them to be slaves,” Rainbow said dryly.

“If you don’t mind,” Trixie said “Trixie would rather not discuss it now.” She turned away from the prying pegasus, scowling.

“Rainbow!” Rarity admonished. “Must you be so insensitive?”

“What? She’s the one who took over Ponyville! And don’t you remember that ugly dress she put you in?”

Rarity gave a glare that rivaled the flare of a meltagun. “I will forgive that comment, for now. Trixie can’t have had it easy since her last appearance, and it’s obviously hurting her. You could at least show her some decency!”

“Both of you calm down!” Twilight shouted the pair down. “Rainbow, she may have done some nasty things, but she’s no Discord or King Sombra.” She glanced at the retreating blue unicorn. “If something is really hurting her, we should try to discuss it later, but let’s handle it delicately.”

Several metres ahead, General Shining Armour walked along, trying to take in all that had occurred in such as short time. The Ultramarines had not spoken a word since the hotel had exploded; they strode down the street in silence, sweeping their massive weapons back and forth in search of more Tyranids.

Whatever those things are, Shining thought as an Ultramarine snapped up his bolter to scan an alleyway. I’m glad they’re not pointed at us.

Nervousness was not a sensation that came easily to the General of the Equestrian Royal Guard. Shining Armour had faced almost every creature Equestria had to offer, including at least twelve breeds of dragon, Diamond Dogs, a manticore, and swarms of Changelings. He had bested vicious griffon warlords in single combat, stood valiantly in the path of a charging buffalo, and ground a magically-animated statue into dust. And he had seen Princess Celestia before her morning coffee.

Suffice to say, it took a lot to intimidate him. But in the past hour and a half, he had seen enough to make him feel like a wide-eyed colt fresh out of boot camp all over again.

“Captain?” he asked, trotting up alongside Stormcaller. “It probably won’t help much, but could you try to explain what in Tartarus is going on around here?”

The unicorn captain sighed wearily. “Sir, I don’t understand much either-”

“Then explain what you do understand,” Shining growled, his patience wearing thin already. He glanced over at Sicarius before leaning in closer to his subordinate. “Such as what these things are.”

“Sir.” Stormcaller snapped to attention. “They're called Ultramarines, and I doubt they’d take kindly to being called ‘things.’ From what I’ve gathered, they’re also called humans, Space Marines, Adeptus Astartes, and Celestia knows what else. I have no idea where they are from or what they want, other than they’re not friendly with the Tyranids.”

“These bug-aliens?” Shining asked, gesturing to the shredded remains of a Shrike.

“Yes, sir. The two groups are supposedly ancient enemies, and the Ultramarines followed them here. We’re just caught in the crossfire.”

“That’s all very interesting, Captain.” Stormcaller winced at the sarcasm evident in his superior’s voice. “But I was hoping for some more practical info. Give me your military opinion.”

“Yes, sir.” Stormcaller shot a furtive glance up at the massive figures striding alongside them, as if concerned that they would overhear. “Based on what I’ve observed and learned from the Ultramarines themselves, they wield firearms that fire self-propelled armour-piercing explosive projectiles. Their armour is virtually impenetrable, at least to conventional weaponry…”

Shining remained silent as the Captain ran through a brief, though thoroughly awe-inspiring assessment of their new visitors. So we’re playing host to an army of technologically advanced aliens. Just bloody wonderful.

“Right,” Shining said as the other guardspony finished, his tone grim. “And apparently everypony thinks it’d be a great idea to let them have full reign over Equestria.”

Oh, no. Not you too, General. “You… don’t approve, sir?”

“Not in the slightest, Storm!” Shining was making it abundantly clear that he was not at all amused. First one swarm of aliens showed up and began massacring the ponies he was sworn to protect and serve. And just because fate enjoyed screwing with him, a second group of aliens arrived, supposedly to exterminate the first group. “I don’t like being kept out of the loop! Why wasn’t I informed of this?”

“Sir, it all just happened so fast. One minute we were sitting around Ponyville and the next thing we knew, aliens.” The unicorn captain shook his head. “Aliens everywhere.”

“That doesn’t change the fact that Equestria is now occupied by aliens who, based on your descriptions, could level our entire world like mowing grass!” Shining rounded on the Captain, eyes burning with indiscriminate anger. “They may not be hostile now, but who’s to say they won’t turn on us?”

“Sir? “Permission to speak freely?”

The sudden inquiry caught Shining off guard, causing some of his anger to deflate, replaced by confusion. “Granted?”

Stormcaller cleared his throat and spoke evenly to the angry General. “Sir, despite whatever reservations you may have about them, the Ultramarines are our best chance of survival.”

“You expect me to put the safety of everypony, of all of Equestria, in the hooves of aliens?”

“We have hands, not hooves.” Both Guard officers looked up to see Sicarius walking alongside them. “If you value the survival of your world, then you will have to trust us.”

With the Ultramarine Captain’s interjection, the conversation died and the remainder of the trip was spent in sullen silence. Shining fumed inwardly, cursing fate for thrusting this crisis upon him.

Within minutes, the group reached entrance to the Canterlot Royal Palace, miraculously unblemished by Tyranid corpses. Sweeping golden arches framed the gleaming portcullis, which were currently raised to accommodate the flood of refugees pouring towards them. The few Royal Guards stationed at the entrance struggled to make themselves heard among the crowd, but they were lost in the tide of desperate ponies trying to escape the violence in the city.

“Citizens! Please, enter in an orderly fashion!” one pegasus stallion barked, but to no avail.

“Get out of my way!”

“Those things are right behind us!”

Chaos ensued. The well-dressed members of Canterlot’s elite devolved into an angry, thrashing mob of top hats, monocles, and bow ties as everypony tried to force their way past each other and the Royal Guards, who were clearly on the verge of resorting to more direct methods of crowd control. One burly earth pony guard locked his shield forward and began pushing outward, forcing the crowd back step by step, trampling each other all the way.

“Just brilliant,” Stormcaller muttered as he cantered forward in a futile attempt to instigate order. But as he approached the mob, parade-ground voice primed, he was halted by Sicarius’s raised hand.

“Dannelos, Meldius,” he voxed the two Stormtalons. “We’ve got some local colour happening. A grand entrance would not go amiss.”

Lacking a vox-link, Shining was even further confused by Sicarius’s apparent refusal to intervene and break up the brewing riot, but before he could voice this confusion, a whooshing sound filled the air, bringing a hush over the mob. His attempts to locate the source of the sound were useless; the echoing between buildings made it seem to come from every direction at once.

“What in Tartarus…” he asked, slowly raising his crossbow before Sidewinder tapped him on the shoulder.

“Oh, you’re gonna love this,” the pegasus captain replied, grinning with giddy anticipation.

The pervading whooshing, which had been growing steadily louder over the past few seconds, became a low roar. A swirling wind abruptly picked up, causing Shining’s mane to whip crazily around his head, several top hats to bid their owners bon voyage, and most impressively, it caused Sicarius’s massive crimson cape to billow behind him awesomely.

Finally, the source of the sound revealed itself to be the two Ultramarine Stormtalon Gunships, both flying low over the streets, turbines whining shrilly. The two boxy craft glided overhead and came to a halt directly above the gates, where the crowd of awestruck ponies stared in trepidation.

“Attention citizens,” Dannelos’s voice crackled over his gunship’s external speakers. “Clear the gates and line up in an orderly manner. You will all get inside much faster if you remain calm.”

Glad he’s here instead of Marcellus, Rainbow Dash thought. He’d probably start punting ponies over the wall.

Stunned into submission, the mob parted and began forming somewhat orderly lines, not even daring to whisper. Taking this as his cue, Sicarius strode forward, his armoured legs eating up the distance while the ponies ran to keep up.

The sudden appearance of the resplendent Ultramarine Captain stunned the crowd yet again, and the masses began buzzing with confusion, contradictions, and conspiracy theories.

“What is that thing?”

“Why isn’t it killing us yet?”
“I knew it! This is what we get for ignoring the Diamond Dogs!”

“Can’s say I agree with his fashion sense…”

Ignoring these mutterings, Sicarius strode through the gates, the guardsponies giving him and his squad a wide berth.

Inside the palace grounds was a prime example of organized chaos. Dozens of refugees choked pathways and gardens, waiting for something to happen. The woefully inadequate squad of guardsponies assigned to deal with the sudden influx of refugees to the palace scrambled about, trying to find accommodations, food, and medical aid for everypony.

As the group drew nearer to the makeshift refugee camp, Shining got a closer look at the massed survivors. Dirty and injured, they huddled in small groups, trying desperately to treat wounds or calm wailing foals.

But the worst part was their eyes. The childrens’ darted back and forth in confusion or excitement, but the looks in the eyes of the elder ponies were dead, without hope. All the spark seemed to have vanished, leaving their gazes hollow and blank. The last pony Shining had seen with such hopeless, defeated eyes had been Private Windy Fields. He suppressed a shudder at that memory.

“Shining!”

His mood instantly improved at the sound of his wife’s voice. He whirled around just in time for Cadance to wrap him into a crushing hug.

“I heard the explosion all the way from the palace! What happened?” she scolded, though her eyes bore no anger.

Returning her hug, Shining chuckled. “It’s kind of a long story.”

While her brother tried to explain the two opposing alien invasions, Twilight galloped toward Princess Celestia, who conversed urgently with several Royal Guards.

One earth pony lieutenant pointed urgently at a floor plan of the Royal Palace. “… swarm broke through the windows in the library, but we managed to get the doors shut and seal them inside.”

“Any deaths?”

“Two, your highness. More than I can say for the rest of us. Casualty reports are still coming in, but we’re looking at almost sixty percent, and we haven’t even included civilians yet.”

As Twilight approached her mentor, she heard her sniffle involuntarily. “Thank you, Lieutenant,” she said quietly, her voice breaking slightly. “I-I would like some time alone.” With a quick salute, the guardspony trotted off.

Twilight walked up behind the elegant white alicorn. “Princess?” she asked gently. “Are you alright?”

Celestia turned, and Twilight could see her answer in her expression, plain as if she had written it on her forehead. The princess’s eyes were brimming with barely suppressed tears, and her ethereally undulating mane seemed uncharacteristically sluggish, fading gradually into a subdued pinkish colour it possessed at night.

Without a word, Twilight rushed up to her and hugged her gently around the forelegs. The two of them stood as Celestia let the horrors of the day wash over her, letting silent tears trickle gently down her face.

Finally, Celestia’s gentle sniffling subsided and she gratefully nuzzled Twilight. “Thank you, Twilight.”

“Everything’s happening so fast, Princess.”

“I know,” she replied sadly, looking out over the refugee camp. “I don’t know how I’ll deal with this.”

“I don’t know either.” Twilight craned her neck to look Celestia in the eye. “But we just will. We made it through Nightmare Moon, Discord, and the Changelings. We’ll get through this.”

Celestia smiled sadly and hugged her student. “You’ve grown up so much since I’ve known you, Twilight. Just when I think you can’t learn any more you always find a way to impress me.”

“Oh, don’t worry, Princess. I’ll probably just have a nervous breakdown later.”

“I don’t doubt it,” Spike muttered to himself from his seat atop a nearby suitcase.

As the Ultramarines strode through the crowd, heads turned, conversations fell silent, and everywhere ponies backed away nervously, eyeing their massive weapons warily.

Emperor, Sicarius thought as yet another bedraggled pony squeaked in fear and darted out of his sight. And I thought human civilians were bad. “Apothecary. See to the wounded.”

“You certainly know how to make an impression,” Stormcaller muttered as Venatio left in search of victims for his enormous syringes. “The question is if it’s a good one.”

“Captain.” The unicorn turned to see Sicarius sheathing his sword. “Inform your Princess that we have rescued the civilians. We shall not remain here long.”

“What? You’re leaving?” Stormcaller’s outburst caught the eyes and ears of several refugees and guardsponies, who slowly began forming an audience. “But… you can’t go yet! At least not without saying something.” Dull murmurs of assent rippled through the crowd, whose initial fear of the armoured colossus in their midst seemed to be fading in favour of curiosity.

“Yeah!” an earth pony burst out. “You guys are big heroes!”

“We should hold a parade in your honour!”

“I get to drive the float!”

“And I’ll be in charge of confetti!” Just as the pegasus finished speaking, a hail of brightly coloured paper rained from the sky, seemingly out of nowhere. Everybody spun in confusion, while Rainbow Dash and Spike spared a knowing glance at each other.

The sudden shift from mistrust to gratitude caught Sicarius off guard. Space Marines were the heroes from every Imperial child’s bedtime stories, but they were just as terrifying, if not more so, than the very enemies that they fought. Any gratitude shown to them by Imperial citizens was overshadowed by fear.

Sicarius found their thanks rather unnerving, and that annoyed him. “We are warriors, not celebrities.”

The unicorn captain looked crestfallen. “If you won’t stay for them, at least meet with the General and the Princess. We need to make a plan to survive this invasion.”

“Impertinent xeno!” Heads spun and subsequently ducked as Champion Prabian advanced towards Stormcaller, hand on his sword. “We do not answer to you! You live only because we share a common foe.”

“Control yourself, brother,” Sicarius muttered over the vox-link. “It would be wise to keep our allies informed of our strategies.”

“Cato, why? Why must we waste time and resources defending xenos?”

Emperor damn this. “I do not know, Gaius. But I need the 2nd to trust me, now more than ever.”

“We have stood together as brothers for years,” Prabian said. “Never doubt for a moment that I trust you. But I fear Sergeant Marcellus may need more convincing than I do.”

To the ponies watching, Sicarius and Prabian seemed to have just engaged in the most deadlocked staring contest in existence, owing to the fact that helmets could not blink. Everypony breathed a sigh of relief when the Champion backed down.

“I will meet with the Princess to discuss our next course of action,” Sicarius said, and switched to his vox-system. “Sergeant Tirian, meet me in the entrance hall and prepare a vox-link to Techmarine Maxilos. We will be forming a plan of action.”

“Great!” Phew, Stormcaller thought. That could’ve ended badly. “She holds important meetings in the council chamber. Any of the guardsponies can take you there. I’ll let the Guard commanders and the Princess know.” Amazed at his good fortune, the unicorn galloped off.

With a deft use of her telekinesis, Rarity carefully applied a bandage to a young filly’s neck, insulating the weeping gash there from further infection. Wiping her hooves on a rag, she smiled kindly at the small teal pony. “There, that wasn’t so bad, was it?”

“Thank you, Miss Rarity,” the filly said with a shy smile. Her parents smiled gratefully.

“You’re quite welcome.” Rarity stood up from her crouching position and ran her gaze over the crowd. “Does anypony else need assistance?” Several hooves shot up, and Rarity headed for the nearest, which belonged to a pegasus with a broken wing. His vision obscured by a heap of bandages in his arms, Spike tottered after her, trying not to get tangled.

As soon as Rarity had seen the pain and suffering that these ponies endured, her squeamishness instantly vanished, replaced by concern. Joining the beleaguered Royal Guard medics, she had gotten down to business doing anything she could to help. While no trained medic herself, her aid was very welcome.

“You truly are the Element of Generosity,” an elderly unicorn said, observing her patching up some claw marks.

“She’s the most beautiful, most generous unicorn in all of Equestria!” Spike proclaimed reverently, but his words fell on no-longer-present ears, as the mare he was praising had trotted off to help somepony else. “I’m coming, Rarity!”

After a few minutes of navigating bedrolls, tents, and digging himself out from a pile of his own dropped bandages, Spike finally caught up with the pony of his dreams. “Rarity, I-” He fell silent at the sight before him.

“Help!” a pegasus screamed at Rarity, who looked absolutely bewildered.

“I…I…” she stammered. Lying at her hooves was another pegasus who shook with hacking coughs, flecks of blood flying from his muzzle.

“Do something!” the nearby pegasus mare screeched.

“I- I don’t know!” Rarity looked around desperately for somepony, anypony who could help. “Help!”

Spike stared in horror as the pony’s convulsions slowed as if he were submerged in mud. Eventually his ragged breathing ceased and he gave one last agonized look upward before his eyes rolled back and went limp against the ground.

“No.” The panicked pegasus’s voice was soft with shock. “No…” She collapsed onto her knees and began sobbing softly.

He was just alive… Rarity thought, staring blankly at the fresh corpse. He was just alive… Finally the horror of her situation caught up and she teetered, toppling over with a faint whimper.

Unexpectedly, smooth scales rather than cobblestone broke her fall. Spike had dashed forward and was struggling to support her weight, but he bore a warm, reassuring smile all the same.

“Thank you, Spike,” she whispered, allowing the young dragon to ease her exhausted body to the ground. She looked back at the pony who had died inches in front of her. “I… was supposed to… help him.” Her eyes welled up with tears of grief for somepony she did not even know. “I was supposed to help him and I couldn’t! He died because I was too frightened!” She broke down, her tears leaving discoloured streaks down the fur of her face.

A strange, unfamiliar-yet-familiar sensation ran through her mane, gently massaging her head, not quite unlike a hairbrush. Glancing up revealed the source of the feeling to be Spike, who was soothingly running a claw through her mane.

The pair of them sat there for a minute, Spike continuing his strokes and Rarity gradually controlling her tears. With a shaky breath, she wiped her eyes and stood back up.

“Oh, Spike,” she said with a smile. “You’re always eager to help.” Spike blushed at the compliment.

Rarity turned back to the pegasus mare, who was crying over her erstwhile companion. “Are you going to be alright?” she asked quietly, placing a hoof over the distraught pony’s.

She gave a sniffle and looked up with red-rimmed eyes. “No… I won’t be… but thank you. I… just need some time alone. With him.” Rarity gave a nod of understanding and walked away, Spike following close behind.

They continued their rounds, lending help wherever possible. Sadly, they came across several more dead or dying ponies, whom they did their best to comfort in their final moments.

Eventually their path lead them to the towering golden doors into the palace itself, where a full squad of guardsponies stood, nervously scanning the skies for further attacks. Medics came and went, bearing stretchers laden with the most critical cases.

“Miss Rarity?” The pair turned to see Captain Sidewinder approaching. “Princess Celestia has called for a meeting with the guard commanders, nobles, and you four. Everypony will be meeting in the council chambers.”

“Thank you, Captain,” Rarity replied and walked towards the doors. Pockmarks from Tyranid weapons marred their intricately carved patterns, and alien blood intermixed with that of fallen guardsponies across its formerly pristine, gleaming surface. Such beauty, only to be destroyed in seconds.

Rarity’s head swiveled around to look across the palace grounds once again, where a vast mulitcoloured quilt of ponies lay, frayed, stained, and scarred from the horrors that they had witnessed.

“So many of them…” she said. “Even with the Ultramarines here, so many of them are hurt, or…” she could not bring herself to finish the sentence. “What can we do?”

The courts of a planetary government, Sicarius thought as he entered the council chamber, flanked by Prabian and Sergeant Tirian. You will never find a more wretched hive of scum and villainy.

The high-ceilinged room was a prime example of one of the many such chambers that Sicarius had seen during his long career as an Ultramarine. Crystalline chandeliers glittered from their chains, and a long, ornately-carved table extended almost the length of the room. Marble statues of rearing alicorns lined the walls alongside banners featuring twin icons of a blazing sun and an almost-full moon.

It seems that ponies are no different when it comes to self-aggrandizement, Sicarius thought disdainfully.

“What on earth?” The outburst and several cries of shock drew Sicarius’s attention from the room’s opulence to the collection of ponies seated around the table, all of whom stared in horror at the three Ultramarines.

“Everypony, please calm down!” Princess Celestia strode in quickly behind the three armoured giants. “The Ultramarines are not our enemies.”

“Not… what?” The group parted slightly to reveal Prince Blueblood, cowering at the back. “Princess, have you lost your mind?”

“Prince Blueblood, please,” Celestia said desperately. “They are not a threat.”

“Just look at them!” the blond unicorn continued. “They’re aliens! How can they not want to destroy us all?”

“The temptation is strong,” Tirian remarked wryly over the vox. “Especially now that we have met you.”

Sicarius switched his helmet speakers back on. “I shall make this very clear,” he said, metallic voice crackling through the room. “If we wanted you destroyed, we would have leveled this world from orbit.”

A collection of gulps, swoons, and muttered prayers swept through the group of nobles. Blueblood looked about to speak, but his words shriveled and died in his throat.

“Who are you?” he whispered, when his voice had finally returned.

“We…” Sicarius said as he reached up. With several clicks and the hiss of escaping air, he lifted his helmet from his head, eliciting further gasps of surprise from the nobles. “…are the Ultramarines.”

If the palace exterior could be described as chaos, then its interior could only be a machination of Discord. Doctors and medics galloped back and forth carrying supplies and stretchers through the crowd. Pegasi took to the air to escape the commotion, but this only resulted in airborne congestion that would have left Cloudsdale air traffic controllers in need of padded cells. A pair of pegasi medics carrying a unicorn on a stretcher swerved violently to dodge a statue, only to end up tangled in a massive set of drapes.

“Gaaahh! Get me out of here!”

“Yah! Whose hoof was that?”

“Mmph, mmph, mmph!”

With a tearing sound, one of the pegasi managed to extricate himself from the velvety prison. His partner flopped down beside him on the freezing tiles, and they both lay there panting.

“Hey Suture?”

“Yeah Forceps?”

“Is that our patient dangling by his tail from the curtains?”

Among these disheveled, bloodstained ponies clogging the palace halls, Rarity and Spike fit in perfectly.

“Uh, sir?” Spike tried to attract the attention of any passing guardspony. “Could you tell me where…”

“Excuse me? Do you know where…”

“Can you show me…”

This kind of job requires a lady’s touch, Rarity thought as she smoothed her mane with a hoof. “Oh, excuse me sir?” she said endearingly to a nearby guardspony. “I’ve been looking forever, and I simply can’t find the council chambers.” She batted her eyelashes. “Would you be so kind as to direct me there?”

“Oh, uh… sure!” the colt said, blushing furiously as he pointed a hoof towards another hallway. “Right down that hall and to the left.”

“Thank you so much,” she replied, flashing a smile that produced wobbly knees in the guardspony and jealousy from Spike.

The duo squeezed their way through the crowd towards the indicated passage, which led into a separate wing of the palace. Refugees lined the walls, but thankfully were not wedged shoulder to shoulder. Elegant paintings lined the walls, featuring gorgeous landscapes, royalty new and old, and even an elaborate work of Princess Celestia atop the highest tower of Canterlot, her horn aglow with solar flare as she raised the sun.

“Such beauty!” she admired. “Oh, if I only had more time here I could… what’s happening?”

While she delighted in the artistry, quite a commotion had sprung up at the end of the hallway, where a cluster of ponies appeared to be mobbing a shattered window.

“What is it?”

“Is it dead?”

“Can I poke it?”

With a none-too-gentle shove, an earth pony guard forced the inquisitive ponies back. “Move along, nothing to see here,” he growled.

“Uh, then what’s that?” Spike pointed a claw.

At the foot of the windowsill lay the corpse of a Tyranid Gargoyle, bat-like wings shredded from the shards of splintered glass. Even in death its flesh still bore an oily, slippery look, and its bloodied maw had lost none of its malice.

“Oh, my.” Rarity quickly trotted up to the guardspony. “Sir, get everypony away from that thing!”

“Ma’am, please back away.”

“No, you need to get away!” Rarity implored. “I’ve seen things like these in Ponyville! It’s probably just waiting for a chance to attack!”

“Ma’am, the amount of blood that thing has lost, there’s no way in Tartarus it’s getting back up.”

His smug expression disappeared in an instant, along with a large portion of his face as a glob of acid splashed across his muzzle. Clasping both hooves to his face, he collapsed and writhed in pain as the hissing liquid voraciously ate through his fur and skin.

The now-awake Gargoyle flopped about on its stumpy rear limbs, skidding on the tiles slick with its own blood. With a flap of its lacerated wings it pounced upward and made a beeline for the stricken guardspony.

“NO!” Rarity screamed as she shot forward, determined to do anything to keep one more pony alive. But she knew it was too late.

A sudden thwack and whizzing sound rang out, and the Gargoyle flew back to smack against the wall, where it remained pinned by a steel bolt lodged neatly in its skull.

Another loud click echoed in the terrified silence of the hallway. Rarity turned to see another guardspony, this one a unicorn with a familiar azure mustache.

“Fancy Pants?” she asked, not believing her own eyes.

“Ah, Miss Rarity!” The white unicorn beamed at her and lowered his hovering crossbow. “Pleasure to see you again!” He shot an uncharacteristically dangerous glare at the transfixed Tyranid, which still gave a few post-mortem twitches. “Though I wish it could be under better circumstances.” Cantering up to the window, he surveyed the airspace. “Most likely a straggler. Nurse, my dear? Would you see to Private Pine?”

Rarity was already considering pinching herself when Fleur de Lis, fashion model and wife of Fancy Pants, trotted out from behind him wearing a white coat and carrying a doctor’s bag.

“Everypony, if you would please keep to your designated areas.” Fancy Pants’ classy voice seemed painfully out of place coming from an armoured guardspony. “We don’t know if there are any more of these things about.”

Rarity was still in shock, trying to wrap her mind around the fact that Fancy Pants and Fleur de Lis, two of the wealthiest and most well-connected ponies in all of Equestria, were currently wearing the golden armour of the Royal Guard and bloodstained doctor’s scrubs respectively. And she still managed to make it look fashionable!

“I served with the Royal Guard for a decade early in my career,” he said, anticipating her question. “First Lieutenant Fancy Pants, before I was injured by the Diamond Dogs and discharged.”

“And I was a nurse before I became a fashion model,” Fleur added, rinsing the acid from Pine’s face.

“I daresay before this is over we’ll need every able-bodied pony we can find,” Fancy Pants said solemnly. “Might I ask what you and your young companion are doing here?”

“Oh!” Rarity stammered, still mentally reeling. “We were on our way to the council chamber. Princess Celestia is holding a meeting there for the Guard officers, nobles, and…” she gulped, not sure how to break the news. “…and the Ultramarines.”

“Ah,” Fancy Pants said in understanding. “So that’s who our new friends are. It would seem that we owe them our survival.”

Rarity tittered nervously, surprised at his lack of surprise over the Ultramarines. “I believe… friends is a bit of a strong word.”

“Strong word?” Fancy Pants laughed. “They showed up out of the blue and saved all of Canterlot. In my book, that makes them friends.” He glanced at Fleur, who had just finished applying bandages to Private Pine’s face. “Allow me, my dear.” His horn ignited with a magical aura and the injured earth pony levitated alongside him. “I shall accompany you and your friend to the meeting. And I would very much like to meet these ‘Ultramarines’ so I can thank them in person.”

Well… Rarity thought, unable to produce anything to discourage him. Let’s hope the Captain is in a good mood.

Sicarius was not in a good mood.

Still, aside from the fact that he was essentially lecturing a herd of politicians and bureaucrats on the 2nd Company’s arrival in Equestria, things were going quite well.

I suppose I should be thankful that Sergeant Marcellus is not here.

“…so you decided to show up and help us out of compassion?” Prince Blueblood said, his pretentious tone tempting Sicarius’s trigger finger yet again. “Highly suspect, if you ask me.”

“Which is exactly why we are not asking you,” Sergeant Tirian snarked, causing the pompous stallion to flush red with indignation.

“…worst possible time for this to happen.”

“Can we even afford to train additional soldiers?”

“What about the Crystal Empire?”

While the nobles argued in vain with the Ultramarines, Rarity and Spike walked into the high-ceilinged room, where Twilight, Rainbow, and Shining greeted them happily.

“What took you so long?” Rainbow ribbed good-naturedly. Spike facepalmed at her ignorant insensitivity.

“We were assisting the Guard doctors with the injured,” Rarity said. She was about to continue, but her breath kept catching in her throat. “And I-I… I’d rather not talk about it.”

Rainbow looked about to pressure her for more details, but Spike’s glare dissuaded her.

“Anyway,” Twilight said, trying to change the subject. “Sicarius is arguing with Prince Blueblood.” Her distaste for the stallion was clearly evident in her tone. “For a prince, he knows next to nothing about actual politics.”

“We’re all very good at faking things that we have no competence with,” Fancy Pants said, having parted with Fleur at the door and joined the group.

“Returning to my original point,” Sicarius said, a touch of anger evident in his tone. “We are here to exact vengeance upon the Tyranids. You ponies are not our enemy.” For the moment.

None of the nobles looked pleased with his words, and many looked about to protest even further. Audacious fools, Sicarius thought.

Shining Armour cleared his throat. “All right everypony, the purpose of this meeting was supposed to be discussing strategy, not to question our allies’ motives.” He drew himself up to full height, standing a few good inches over the nobles. “As General of the Equestrian Royal Guard, I am hereby declaring martial law. All of you will now answer to me.” He glanced over at Princess Celestia, who nodded solemnly, thus crushing any hopes the nobles had of appealing to her. “Captain?”

Finally, another pony who seems to have a functioning brain. “Sergeant. Do you have contact with Maxilos?”

“Yes, Captain. The Techmarine, Epistolary, Ancient Maccabeus, and the squad leaders are ready.”

“Excellent. Deploy servo-skulls.”

M41.996 19:24 Ponyville Town Square

They’re skulls.

Yet another horror from another world drifted past Fluttershy’s head to hover in midair in formation with several of its compatriots. Five of the macabre objects arrayed themselves about the group of Ultramarines and ponies consisting of Maxilos, Argus, Marcellus, Maccabeus, Darius, Captain Mason, Pinkie Pie, and herself. Around a dozen other ponies stood in the background, eyeing the bizarre machines warily.

“Okay, even I find that a bit creepy,” Lyra commented to Bon Bon.

Fluttershy had almost ended up catatonic after one of the skulls had brushed past her mane. Though initially startled from the sudden contact, she rapidly became horrified once one halted beside the helmetless Sergeant Darius.

Those… used to be somebody’s… head.

Whoever owned the skull had obviously been dead for quite some time, as the bone was yellowed and bleached. Its entire left side was taken up by a collection of machine parts, including several tentacle-like manipulator arms on its undercarriage, and most distinctly, a massive, glowing red lens where its left eye used to be.

Her contemplation of the strange fusion of bone and technology was cut short when a bright arc of red light shone from its eye, sweeping up and down the group.

“Ooh, pictures!” Pinkie bounced about excitedly, as usual. “Here! This is my good side!”

While the first five skulls continued shining their vivid red beams, a sixth levitated out from behind Maxilos to position itself further away. Rather than the scanning motions of its fellows, it projected a circular field of light, bathing the pavement before it in a pale, sea-green luminescence.

“Dude, that is awesome,” Vinyl Scratch commented to Caramel while they watched. “Spider-robot-alien over there needs to do the lights for one of my gigs.”

“It seems almost a magic trick,” Zecora mused. “Even if not, it’s pretty slick.”

Motes of dust flitted about under the stream of green like fireflies, and soon began swirling in a solid, ordered formation. They gradually coalesced, forming several hazy outlines. Familiar, quadrupedal and bipedal outlines.

Fluttershy squinted, trying to make out two outlines that had just entered, one of which looked like an armoured stallion, and the other possessing the last vestiges of an elegantly styled mane.

“It’s…”

M41.996 19:26 Canterlot Council Chamber

“…Fluttershy!” Rarity exclaimed happily at the sight of her dear friend. “You’re… green.”

“So are you Rarity!” Pinkie said, prompting the unicorn to frantically search herself for any verdant stains. “I’ve missed you girls so much even though you’ve only been gone for a little while but it felt like way longer because of all the big fights happening around here did you get my confetti I thought I was supposed to be the one in charge of confetti when are you going to be back?”

Sergeant Tirian fiddled with a control unit. “There must be a problem with the vox-link. I cannot understand a word she is saying.”

Twilight, Rainbow, Rarity, and Spike shared a knowing look, while everybody else simply looked confused.

“’Tia!” Luna cried, relieved to see her sister.

“Aunt Luna!” Prince Blueblood forced his way into the hologram. “What in the world is going on here? Why has everypony but me been informed of this?”

You could’ve tried paying attention, Rarity thought, shooting an angry little look at the prince.

On the Ponyville end of the hologram, Pinkie stifled giggles at Blueblood, who had no way of noticing that his entire left side was cut out of the image.

“Captain.” Maccabeus stood in the background, nothing of him showing except his stumpy legs. “You wished to discuss strategy?”

“Yes, Ancient.” Sicarius stepped forward into the foreground of the hologram. “As I have explained, a flotilla of four Tyranid bio-ships entered this star system and took shelter on the dark side of your moon. Due to their malnourished state, we were able to destroy one and forced the others to flee. Unfortunately, their next course of action was to enter this world’s atmosphere, thus trapping themselves here.”

“Trapping them?” Celestia asked. “They cannot leave Equestria?”

“Tyranid spacecraft are not evolved to function within an atmosphere, as they lack ablative shielding,” Maxilos added. “Evidence from previous engagements substantiates that attempted planetfall by Kraken-class vessels and lower is considered a desperation move, causing a minimum of sixty-eight point seven-nine percent of their outer carapace, along with…”

“I think you have competition, Twiley,” Shining said to his sister, who glowered slightly.

“Wait…” Blueblood furrowed his brow, before a horrified look of realization spread across his face. “You chased them here!” He waved a hoof imploringly at the assembled nobles. “It’s their fault we’re under attack in the first place!”

“I completely respect your opinion.”

Fluttershy yelped at the deep, rasping voice, which had come from directly beside her. Picking herself up, she turned to see the mountainous, armoured form of Sergeant Marcellus.

Blueblood was slightly surprised, but managed to hide it behind a self-righteous expression. “Well, it’s high time somepony-”

“As long as you keep it to yourself,” the Terminator snarled. The prince stuttered and backed down, looking thoroughly cowed. Many of the nobles suppressed smiles of approval.

“We tracked two Kraken as they landed,” Sicarius continued. “One crashed near the western edge of the forest bordering Ponyville.” At the wave of his hand, another servo-skull floated forward to project a map of Equestria, where two red lights flashed.

“It is from this craft that the Tyranids have been launching these attacks, and they will continue to do so until it has been destroyed.” The image zoomed in to show Ponyville and the Everfree, where one of the lights indicated the xenos’ landing site.

“What about the third one?” Mason asked. “If we’ve got a third load of these things unaccounted for, it could show up when we least expect it.”

The Ultramarines were silent for a moment. Awkwardly silent.

“Seems you’re not as infallible as you’d like us to believe,” Blueblood said smugly, glad for an ego boost.

“The final craft was the hive ship,” Maxilos said. “Without any data, I am limited in my predictions. It may have burned up upon entering the atmosphere, or more likely, it could have survived.”

“Whatever its fate, we cannot worry about it now,” Sicarius said. “Our priority should be eliminating the nearest Kraken.”

“Captain, we should simply use the Revenge’s cannons and level the forest from orbit,” Marcellus said eagerly.

“Level the forest?” Fluttershy’s voice was whisper-soft, but everypony heard it perfectly. “But… all the animals…”

“More importantly, the Everfree is right next to Ponyville,” Captain Mason added. “What if you miss?”

Though nobody could see beneath his helmet, Marcellus grinned wickedly. “I won’t.”

“That is a severe risk,” Sicarius said.

Silence.

Let us end this all, Marcellus thought, powerfist flexing in anticipation.

“Heh heh…” Rainbow turned to Twilight, unconvincing bravado evident on her face. “Bomb Equestria from space… he’s not going to… he wouldn’t… would he?” Her expression became nervous. “He won’t, will he?” Twilight simply stared at the Captain, eyes shining with fearful anticipation.

“One that I am not willing to take.”

Collective sighs echoed all around. Spike unlatched his fingers from Rarity’s foreleg, unaware that he had unconsciously grasped it. Rarity had not objected.

“What?” Anypony could have sworn that the evil red glow from his helmet lenses flared brighter for a moment.

“Sergeant, we have had this argument before, and I do not wish to belabour the point.”

With an angry growl, Marcellus swung around and slunk back, cuing further sighs of relief.

“Wow what is his problem?” Pinkie said, scratching her head. “I mean he’s always angry, all the time! Even Cranky Doodle Donkey wasn’t this bad, and now he’s not Cranky anymore!”

“As I said, bombarding the forest from orbit carries too great of a risk,” Sicarius said. “And there is no guarantee that it would fully eliminate the entire Tyranid presence.” A carpet of red lights flickered across the green field of the forest. “They will have already expanded rapidly.”

“What do you mean?” Shining Armour asked.

Sicarius sighed, preparing to divulge yet another horror to the ponies. “In the Imperium, Tyranids are often known as the Great Devourer for their method of propagating. Techmarine?”

Maxilos flipped a control, projecting another series of images. Grainy images of Tyranid hive-ships, Kraken, and examples of disgusting bio-structures cycled by one-by-one.

Fluttershy flinched at several of the images, one of which featured a leaping, slashing Lictor. Why does an animal need to be so dangerous?

“Every variation of xenomorph you see here is, at its core, a Tyranid,” Sicarius said, gesturing towards some Rippers, a Warrior, and a Carnifex in turn. “They are all one species, evolved solely for the purpose of consuming all in the path of the Hive Mind. It cares not for the lives of individual warriors, and will sacrifice them by the millions if it achieves victory.” The hologram shifted to an image of a spiral galaxy, upon which hundreds of tiny golden aquila symbols marked Imperial worlds. Before anypony could comment, tendrils of purple crept across the galaxy, creeping and branching like ivy vines, entrapping dozens of the golden aquilae.

“Is that…” Luna began, still trying to grasp the staggering immensity of the Imperium.

“The Imperium of Man,” Argus stated. “A simplified representation, but suitable for our explanation. Those purple markings you see are tendrils of the Tyranid Hive Fleets. The Tyranids attacking your world are a splinter of Hive Fleet Behemoth, which was the first to invade our galaxy.”

“’Was’ the first to invade?” Fancy Pants asked. “What happened to it?”

“We wiped it out.” Fluttershy jumped at the venom in Maccabeus’s voice, having never heard him openly express anger. “They invaded Ultramar, and they paid in blood.”

“It was not without a cost, however.” Argus bowed his head, and his brothers did the same. “Almost two hundred Ultramarines died in that battle, and virtually all worlds in Behemoth’s path were consumed.” One by one, tiny golden symbols winked out, swallowed by the sea of dark purple around them.

“The fleet invading your world is nowhere near the strength of a full Hive Fleet,” Sicarius continued, allaying the ponies’ worried expressions to a degree. “The craft were malnourished, and fleeing our wrath. Still, with the biomass provided by consuming the forest will allow this ship…” The map projection returned, highlighting the Kraken in the Everfree. “… to quickly return to full strength and continue launching attacks.”

“Consuming the forest?” Twilight cocked her head sideways in confusion. “How does food allow them to reproduce?”

“Tyranids do not conform to the human or equine models of reproduction,” Maxilos droned, and displayed another image, this one of a bubbling digestion pool. “Any organic matter can be processed by external gastrointestinal systems and fed into bio-ships for the production of further combat forms. Taking into account the fact that the two Kraken were forced into atmospheric reentry, they will be incapable of future space travel and will thus commence a variation upon traditional planetary assimilation.”

“Whatever that’s supposed to mean,” Rainbow muttered, earning ireful looks from several, mainly the Guard commanders. “What? I seriously can’t understand half of what this guys says.”

Sidewinder gave a sheepish shrug. “Okay, well… I could use an explanation too.”

“Assimilation.” Shining spoke the word as a simple fact. “They’re not just here to kill us and take over our world. They’re here to… consume it.”

Fluttershy’s mind whirred with activity, all of her knowledge of animals struggling to find an explanation for the Tyranids.

Rarity gasped quietly. “Why?” she asked, her voice barely a whisper. “What kind of animal tries to corrupt everything it comes across?”

“Because they’re not animals.” The shy pegasus’s words were soft, but held a surprising conviction. “Animals live in balance with nature. They don’t try to change anything about the world, they just live in it.”

“How very fascinating,” Marcellus drawled acidly. “Animals or not, they die to bolter fire all the same.”

“They’re not animals,” Fluttershy repeated. “They’re a virus. Everything they touch, they infect and use to multiply. They remake everything in their own image. And when they’ve finished, they leave nothing behind.”

Everybody remained silent, even Marcellus, who was undoubtedly scouring his mind for a bitingly sarcastic remark.

“That was very profound, Fluttershy,” Rarity said, earning nods and murmurs of assent from everybody, including several of the Ultramarines.

“As we have explained, the Tyranids will suck this world dry if we do not stop them,” Sicarius said, waving away all the holograms except the map. “I do have a plan for dealing with the most immediate threat.”

“If it’s military matters you want, then you should be listening to our Guard commanders,” Blueblood said with the air of a sullen foal.

“And what do they know of war?” Marcellus snapped. “Beyond prancing about in their ceremonial armour, what have they done to protect you?”

Mason looked infuriated at the Terminator’s insult, and almost everypony was shocked at his inconsiderateness. “Just because we don’t have fancy blue armour…” he muttered.

“Prince Blueblood, the Ultramarines obviously have much greater knowledge of the Tyranids than we do,” Shining explained. “And you haven’t seen them in action. Just ten of them blew through the entire city with no casualties. If it means staying alive, I’ll happily relinquish authority to Captain Sicarius.” Blueblood deflated like a punctured inner tube and flopped into his seat, out of things to complain about.

“We tracked the first Kraken as it neared the surface, but its exact location is unknown,” Sicarius said. “For all we know, the Tyranids could have abandoned it. A recon force will ascertain the nature of our foe tonight. Epistolary, you will lead Darius’s and Vorolanus’s squads into the forest locate the ship and scout their defences.”

“I’ll prepare my squad, Captain,” Darius said, clasping one fist to his chestplate.

“Captain?” Luna interrupted. “If thou requires stealth, we offer the aid of our Night Guard. They art specially trained for missions of this nature.”

At Sicarius’s nod, Shining headed for the door. “I’ll alert Lieutenant Starlight. She’ll meet us where the Ultramarines landed.”

“If that is all, then we shall leave.” Sicarius replaced his helmet and spun to the doors, Tirian and Prabian close behind. With a buzz, the hologram of Ponyville vanished, servo-skulls nestling into the Devastator’s backpack. The Guard commanders, Element Bearers, and nobles followed until only Celestia and Blueblood remained.

“Aunt Celestia, I-”

The white alicorn sighed as she walked towards the door. “Blueblood, I don’t know how long this war will last, but everypony must be willing to work together.” She stared him intently in the eyes. “You need to be the prince that Equestria needs.” With those words, she left, leaving the prince alone with his thoughts.

He remained silent for a few minutes, his aunt’s final words to him echoing through his mind.

“The prince Equestria needs.”

Chatter. Incessant, hushed chatter. The kind that permeated every inch of space within somepony’s head but remained stubbornly unintelligible. All voices became one muted, omnipresent drone that muffled all other sound better than fifty cotton balls in an ear.

To put it mildly, Lieutenant Starlight was not having a good day. True to their name, Equestria’s Night Guards operated primarily at night, and most Night Guardsponies had adopted nocturnal sleeping habits as a result. Luna had placed the Night Guard on full alert since discovering the space distortion the previous day, and none of them had slept much since then.

The bat-winged mare stifled a third yawn in under a minute as she stood sentry over the entrance to one of the palace’s several banquet halls, within which dozens of ponies lined up to receive their emergency rations.

“You three,” she barked at a trio of suspicious-looking ponies trying to slip forward in line. “No cuts on my watch.” Despite Starlight’s comparatively small stature, her veined bat wings, golden slits for irises, and baroque armour had their intended effect. The three ponies dispersed immediately.

“Ugh.” The pegasus mare snorted and returned to her post to see a large white stallion with purple-and-gold armour waiting for her.

“General!” she said, snapping a salute.

“Lieutenant Starlight, I have a new assignment for you. Are you and your squad up for it?”

“Sir, my Night Guards are ready to take the fight to those lousy aliens.” She stamped a hoof and grinned devilishly. Finally, something to do! “What’s our mission?”

“I shall handle the briefing.” Starlight’s eyes went wide as she came face-to-face, or more accurately, face-to-greaves, with Captain Sicarius.

“Oh, I don’t get paid enough for this.”

Trixie eased her way through the crowd, praying that nopony would recognize her. Unfortunately the time she had spent trying to clear her bad reputation had been for nought; almost everypony she ran into remembered her.

“Stuck-up little mule.”

Just keep walking.

“Thinks she’s better than us?”

Everypony always says ignoring them makes them lose interest. Why do they say that when it never works?

“How ‘bout making yourself disappear for a change?”

“What’re ya gonna do without your fancy amulet?”

Several metres away, Twilight, Spike, Rarity, and Rainbow watched the once-boastful Trixie endure the verbal abuse of several particularly angry ponies.

“You know,” Spike said. “You’d think it’d feel good watching this happen to her.”

“She may have been a horrible pony before,” Rarity added. “But now that I see her like this… I really pity her. She deserves our help, even if she’s too proud to admit it.”

Twilight nodded. “I’ve got an idea…”

“I hope it’s better than the one with the Parasprites,” Spike muttered, but the three mares had already left, heading toward Trixie.

“Yeah, that’s right!” one boorish colt called at her. “We don’t wanna see you anymore!”

The dam broke. “Please! Can’t you just leave me alone?” Trixie’s voice had lost all its showpony flair and smooth confidence, becoming a shrill, anguished cry. “Please.”

The colt, seeing Trixie’s tears pool at her hooves, tried to stammer out what sounded like an apology, but Rainbow landed inches from his face.

“Hey! Can’t you see she’s had enough?” Catching the drift, the offensive pony bolted.

“Trixie, dear, please calm down,” Rarity said soothingly, stroking the distraught unicorn’s mane. “We just want to know-”

“I told you I don’t want to talk about it!”

“Trixie, if something’s hurting you, you can’t keep it all bottled up.” Twilight sat on her haunches beside the two unicorns and placed a supporting hoof on her shoulder.

“I…” Trixie’s words drowned as further tears welled up and she resumed sobbing, prompting Rarity to pull out a handkerchief.

“Those ponies had no right to speak to you like that.”

Spike nodded eagerly. “Yeah! Even if you were rude and arrogant and…” he broke off at the glares of Twilight and Rarity. “Well she was. Just calling it like I see it.”

“Regardless of how you acted,” Twilight said. “You’re genuinely sorry for what you did. Even if not everypony believes you.” She placed a hoof under Trixie’s muzzle to make eye contact. “Whenever you’re ready to talk, we’ll listen. We’ll help you with your problems, Trixie.”

“And I think I know how.” The three unicorns looked at Spike. “She doesn’t have anywhere to stay now. How ‘bout coming back to Ponyville with us?”

“Uh, Spike?” Rainbow called. “Probably not the best idea. She didn’t exactly leave the best impression.”

“That’s the point!” The small dragon looked remarkably pleased with his idea. “If Trixie comes back to Ponyville, she can prove to everypony that she’s changed! She’s the Great and Apologetic Trixie now!”

“That’s… actually a pretty good idea,” Rainbow admitted before trotting away.

Trixie’s eyes shone like moonlit pools of violet. “I… Trixie will… return to Ponyville with you, Twilight Sparkle.”

“Great! I have a spare room in the library-”

“On one condition.”

“Uhhh… what?” Twilight asked with apprehension.

“Make sure that the pink one doesn’t throw her a party.”

Ugh. Mushy stuff, Rainbow thought as she observed the heartwarming scene between the three unicorns. “And ponies think I’m into mares.”

“Wait what?”

Rainbow whirled around to see Captain Sidewinder, a bewilderingly crushed expression on his face. “You’re into mares? But…uh…diplomatic…change subject… that’s totally fine?”

“How long have you been standing there?”

“Hey I just showed up when you said…oh yeah! Sicarius says we’re heading back to Ponyville.”

“Go tell them.” Rainbow gestured to her friends with a wing. “I’ll head over.” Glad to be rid of the flirtatious Captain, she flew towards the massive Thunderhawk parked in the middle of the grounds, where most of the Ultramarines were embarking.

With a familiar roar of turbines, the twin Stormtalons lifted off from behind their larger brother and streaked by over Canterlot. One accelerated quickly and disappeared into the night, but the other drifted slowly upon spotting Rainbow. Angling towards her, it dipped a wing downward. She immediately recognized this a mechanical variation on a flyer’s salute, roughly equivalent to a hoof-bump. Caught off guard, she flared her wings and returned the gesture out of habit.

“Well, somepony’s making new friends.”

The voice was feminine, yet oddly low and scratchy, almost halfway between male and female. And Rainbow recognized it instantly.

“Spitfire?” She whirled around, eagerly expecting to see one of her idols, but was instead treated to a view of a pair of armoured pegasi. “Wait where’s…” The two pegasi looked unusual for Royal Guards. For one, their coats were not dyed white, leaving one a sky blue, slightly lighter in tone than Rainbow, and the other a flaming yellow… wait a second…

“Spitfire? Soarin’?” Rainbow could hardly believe her eyes. Two of her idols stood before her, wearing Royal Guard armour, complete with a Wonderbolts paint job!

“Rainbow Dash,” the smaller of the two pegasi said, removing her helmet and flight goggles to reveal Spitfire’s brilliant orange mane. “We thought we’d find you here.”

Rainbow let out an uncharacteristic fangirl squeal. “You’re here! In Canterlot! Wearing armour! Uh… why are you wearing armour?”

“Come on Rainbow, I thought you of all ponies would know,” Spitfire said with a chuckle. “The Wonderbolts were originally the top squadron in the Royal Guard. Been a while since I wore this armour.” She shifted uncomfortably, allowing her cuirass to slide across her back. “Could use a new set.”

“I think it looks awesome!” Rainbow complimented. “Took me a second to recognize you though.”

“Speaking of awesome, that was one gutsy move you pulled against that dragon-alien,” Spitfire said approvingly. “Sent the big son of a Diamond Dog into the worst spinout I’ve ever seen.”

“Was that awesome or was that awesome?” Rainbow puffed her chest out proudly.

“Wish we could say the same for the new Guard trainees,” Soarin’ replied grimly. “They’ve got spirit and skill, but nopony’s combat material. Rapidfire and Fleetfoot are stuck leading squadrons of rookies, most of whom are volunteers from Weather Teams.”

“We could really use more like you in our new squadrons,” Spitfire added. “You proved you can be a great leader back at the Academy, and you’ve certainly got the skills we’re looking for.”

Rainbow’s eyes went wide. “Are you asking me…”

“Oh, yes.” Spitfire grinned at the rainbow pegasus. “We’re asking you to lead a squadron.”

Omigoshomigoshomigoshomigosh…

“Uh, did she just stop breathing?”

“Give her a minute.”

Omigoshomigosh… “This is freaking awesome! I’m gonna be a squad leader!”

“Excellent. We’ll set you up here in Canterlot with your squadron for the next few weeks. Training starts-”

“Wait…” Rainbow did not like what she was hearing. “I’d be staying in Canterlot?”

“General’s recalled all Guard regiments here and kicked recruiting into overdrive,” Soarin’ replied. “You’ll barrack with the rest of us.”

“Is that a problem?” Spitfire asked.

“I…” Rainbow paused, trying to rationalize conflicting thoughts. “My friends are all in Ponyville.”

Looks of understanding crossed the Wonderbolts’ faces. “Rainbow,” Spitfire said. “I understand completely. You have a responsibility to your friends too, and we won’t hold that against you. But keep in mind that we need great flyers like you.”

My friends or the Wonderbolts? I can’t leave everypony back home, but these are the Wonderbolts! Rainbow thought furiously. But no matter how hard she tried to rationalize remaining in Canterlot, memories of her friends kept popping into her mind.

Best Young Flyers, Weather Team, Discord, Academy… no matter what, they’ve always been there for me. And I’m supposed to be the Element of Loyalty.

“Spitfire…” Her mind was made up, but her mouth still felt reluctant. “You have no idea how happy I’d be to help, but…”

“…You don’t want to leave your friends,” Spitfire finished for her.

“…Yeah.” Guilt washed over Rainbow at her words. “I mean, this is war, and I’d never forgive myself if any of them got hurt because… because I wasn’t there to protect them.”

“You know…” Spitfire said. “I feel the exact same way about my teammates. We’ve been together for so long, they’re like family. Even this big lug.” She gestured to Soarin’. “I’d never live it down if he got hurt on my watch. And no, that doesn’t mean we can go out, Soarin’,” she added at his hopeful look. “So stay in Ponyville, and watch your friends’ wings. If we’re lucky, we’ll see you there.”

“You’re coming to Ponyville?”

“Seems like that’s where all the action is.”

“If we’re lucky, we won’t need them.” Stormcaller trotted up beside the Wonderbolts. “Sicarius seems convinced that the Ultramarines can handle the Tyranids in the forest.”

“And I don’t doubt him,” Spitfire added. “If those guys can save Ponyville twice and clean out Canterlot, they can handle this.” She flexed her body sideways until her armour made a solid clunk. “Finally. Come on Soarin’. Last recruit I saw couldn’t figure out where his helmet went.” The pair of stuntponies trotted off, Rainbow watching in awe.

“I can’t believe I just turned down the Wonderbolts.”

“Rainbow…” Rarity’s voice came from behind. “I’m touched. A golden opportunity, and you turned it down for us?”

“Ah, oh well.” Rainbow smiled awkwardly. “They’ll end up in Ponyville soon.”

“Frankly that worries me,” Twilight said, accompanied by Spike and Trixie. “If the Wonderbolts have been reactivated, then my brother is definitely expecting this to escalate.”

“Quit worrying, Twilight,” Spike said, sliding off her back to head for the Thunderhawk. “If Sicarius says they can handle it, they can handle it.”

Trixie remained silent, still bleary-eyed from crying. Overconfidence, she thought, observing the blue-armoured aliens at their huge ship. I learned my lesson the hard way. What happens when they do? Her mind flashed back to the hotel, where broken, savaged corpses of ponies lined the halls. What happens to us if they fail?

M41.996 20:17 Ponyville Town Square

Everypony heard the rumbling of the Sicarius’s return long before the three aircraft arrived. As soon as they became visible against the black of night, everypony flocked to their landing zone in front of the town hall.

“Hurry up Bon Bon!” Lyra galloped full-pelt towards the descending craft.

“You’ve seen then before! What’s the big deal?”

The minty green unicorn either did not hear her friend, or she simply didn’t care as she shot towards one of the Stormtalons as it touched down. She skidded to a halt, just as the boxy gunship’s hatch popped open and its gigantic pilot emerged.

“Hey Danny!”

Bon Bon gave Lyra a deadpan look. “Danny?”

“Dannelos!”

“Does he know you gave him a nickname?”

“Now he does!”

Thankfully the armoured giant did not take offence. “Lyra. Did I miss anything interesting?”

While Lyra exploded with questions, the Gladius touched down, its maneuvering thrusters blackening the street beneath them. The ground depressed slightly under the craft’s massive weight, and its front ramp opened with a clunk, allowing the Ultramarines and ponies within to disembark.

The assembling crowd gave the power-armoured giants a wide berth, but the four Element Bearers found themselves instantly facing an inquisitive mob. Ducking her head low, Trixie slipped by, hoping to remain unseen by the very ponies she had tried to rule.

Just get to the library. How hard could it be?

Her question was answered when she collided headfirst into somepony, who was also apparently trying to remain unnoticed.

“Why don’t you watch where you’re going?” Trixie snapped, her abrasive personality momentarily jarred back into gear.

“Eep!” Trixie regretted her harsh words instantly when she saw that it was Fluttershy at whom she had just lashed out. “I’m so sorry!” she squeaked. “I’m so clumsy, I just…” She looked up, recognition growing. “Trixie?”

Everypony went silent, staring at both of them. Fluttershy peeped and shot away, while Trixie backed away nervously.

“Uh… hello?” She gave a shaky smile.

“She’s back?”

“Oh great. What’s she up to this time?”

“Get out! Nopony wants you here!”

“Well we do!” Everypony’s faces turned to Twilight, Rarity, Rainbow, and Spike, trotting up alongside the magician.

“Yeah, we do!” Pinkie yelled, appearing alongside her friends. “Wait, we do?”

“Everypony, Trixie isn’t a bad pony.” Twilight explained. “She’s a normal pony who just made some mistakes.”

“Some pretty big mistakes!” Berry Punch yelled.

“You just expect us to forgive her?” Blossomforth asked. “After all she did? She treated us like dirt!”

“She turned me into a newt!” Caramel exclaimed.

“You got better, didn’t you?” Rainbow countered.

“The point is,” Twilight continued. “She wants to be forgiven, and she just needs a chance to prove that she’s sorry. Can’t you give her that chance?” Trixie stood awkwardly to the side, trying not to make eye contact.

Dull murmurs passed among the crowd, none of them particularly pleasant. After a few seconds, ponies began leaving, one by one, until eventually the whole crowd had dispersed. Except for one pony.

“Well I forgive you!” Ditzy Doo said happily, fluttering up to deliver Trixie an unexpected hug before zigzagging away.

“Well…” Spike said with a shrug. “It’s a start.”

Massive silhouettes paced through the night, the blue of their armour blending in almost completely with the star-scattered skies. Only the threatening red glow of their eyes was visible, surveying Ponyville like vengeful spectres. Almost everypony was content to stay inside, but terrified eyes continued to peek through drapes and beneath doors, hoping not to be seen by their terrible guardians.

Outside the schoolhouse, four ponies stood and waited, searching for the one Terminator whom they hoped to never see again.

“Are you sure this is a good idea Fluttershy?” Sweetie Belle asked, nervously scraping a hoof on the ground.

“Of course it is,” Fluttershy responded gently. “Sometimes ponies… or aliens, just take things too seriously. I’m sure if you apologise to Marcellus he’ll forgive you.”

“But we didn’t even do anything wrong!” Scootaloo protested.

“It’s alright, Scootaloo. He just wanted you to be safe. And it’s not your fault you didn’t know.” Fluttershy spotted one of the hunched figures plodding beneath a lamppost. “There he is.”

As the four ponies walked toward Marcellus, Apple Bloom could observe the full terror of his appearance. His helmet was a dull red colour, with several grey components including what looked like a monocle, which whirred and clicked like a camera lens. Silvery scrollwork lined his knee plates bearing alien words that she doubted even Sweetie Belle knew the meaning of. Twin racks of what looked like fireworks sat above his already titanic shoulders. Shadows cast from the lamppost only made him more intimidating.

“Hello? Mister Marcellus?” Fluttershy’s voice was adorably soft and sweet. “I know you’re busy, but-”

“What are you doing here?” Marcellus cut her off. “Get back inside.”

“We just wanted to say sorry!” Scootaloo blurted out.

What in the warp… “What?”

“Yeah,” Sweetie Belle chipped in. “For running away earlier and almost getting eaten by the aliens.”

What insanity is this? The Terminator thought, head spinning.

“So…” Apple Bloom began. “Do ya accept our apology?”

What is going on in these accursed creatures’ heads? Marcellus eyed the trio, all of whom watched him with wide, hopeful eyes. Perhaps they are simply ignorant, but why would they do this? Could a Space Marine truly accept an alien? On the other hand, I cannot turn my back on my faith. On the other hand… no. There is no other hand.

“No.” The word rumbled through his armour, almost shaking the ground.

“What?” The Crusaders felt their confidence cracking.

“No,” Marcellus snapped, taking an aggressive step forward. “You have nothing to say to me, xenos. Get out of my sight.”

“But…” Apple Bloom stammered. “We said we’re sorry! Can’t ya believe us?”

A loud click cut her off, and she found herself staring down the twin barrels of a storm bolter.

The Crusaders stared in blank shock. Beneath his helmet, Marcellus’s face cracked a malevolent smile.

Fluttershy’s eyes went impossibly wide. The weapon she had seen blow Tyranids into grisly chunks was trained on three helpless fillies, and she was powerless to stop it.

No. Not powerless.

Her mind flashed back to the dragon crisis, when she had discovered just how strong she could be when her friends were in danger.

“You…” Fear kept her voice soft, but it was fighting a losing battle. “…big… dumb… ”

“Marcellus!”

Fluttershy deflated with anticlimactic hilarity at the interruption, her outstretched wings flopping limply to her sides. What? What am I doing?

Maxilos jogged toward Marcellus, who froze, gun still aimed. “Sergeant. Explain your actions.”

Warp damn you!

“You are in direct defiance of Captain Sicarius’s-”

Like an airtight teakettle, Marcellus finally exploded. “Sicarius? That heretic?” he roared, the Crusaders forgotten. “He denies Macragge’s vengeance, just so he can save xenos! He has the Ultramarines sitting on a feral world protecting animals! And for what? Does this not bother you?”

The Crusaders remained motionless, still paralyzed with terror. Fluttershy looked completely bewildered, as if she had awoken after sleepwalking.

He would’ve blown us up, just like the bug-aliens, Scootaloo thought, her eyes flickering back and forth. As her vision danced about, something caught her attention. One of Maxilos’s robo-tentacles was making a tiny shooing motion, as if…

“Girls! Grab Fluttershy and let’s get outta here!” She snapped to action, finally understanding Maxilos’s sign language. Dazed, Sweetie Belle and Apple Bloom nudged Fluttershy, who still looked like she had been whacked over the head.

“I think she broke,” Sweetie Belle said, nudging the pegasus. The physical contact brought her back to reality, and she snapped out of her trance.

“Meanie!” she croaked, trotting blindly alongside the three fillies.

Maxilos stood his ground. “Irrelevant, Sergeant. You are your squad are under Captain Sicarius’s command. You will modify your behaviour.”

“He is not my Captain!” Marcellus rounded on the Techmarine. “Nor is he yours.” His voice dropped in volume. “How can you not see this madness? Are you blind?”

Maxilos’s voice changed, losing some of its characteristic monotone. “Brother, I have served with the 2nd for decades, and I know that Sicarius is an Ultramarine before all else. If you cannot see this, then perhaps you are the blind one.”

Fury burnt hot and magnesium-bright, but it burnt out quickly. Marcellus bowed his head, clenching his powerfist in his last smoulders of anger. After a period of silence, he whirled and stomped off, but not without a final oath.

“He cannot evade this forever.”

Flickering lights from the lampposts cast a ruddy yellow light all across the plaza around the town hall. The Ultramarines bustled about; Sergeant Vorolanus’s Thunderbolts and Darius’s Scouts checked their wargear while the two Sergeants, Argus, Sicarius, the Guard Captains, Element Bearers, and the newly-introduced Lieutenant Starlight of the Night Guard examined a holographic map of the forest.

“We will have to avoid any contact with Tyranid sentries” Argus said. “Considering their senses, this may prove difficult. We may have to rely on my abilities to keep us hidden.” He turned to Starlight. “Does your squad have much experience in the forest?”

“Not enough,” the pegasus said bitterly. “Been years since we’ve seen action, and that lousy forest has probably rearranged itself since then.”

“A native guide would prove useful,” Darius observed. “Preferably one with some experience in stealth.”

“Ooh! I’ve got an idea!”

Without warning, Applejack, Rainbow, Twilight, Rarity, and Spike tackled Pinkie armed with rope, a chain and padlocks, telekinesis, a dozen metres of ribbon, and duct tape respectively. A vicious flurry of dust, clanking, yells of pain, and errant magic blasts later, the five of them stood panting around one thoroughly trussed up Pinkie Pie.

“Wait!” she said, ducking a final strip of tape. “I was gonna say Zecora could do it!”

“Ohhhh,” her captors said simultaneously, before beginning the laborious process of unwrapping.

“Good idea, Pinkie.” Applejack smiled her approval before looking around in confusion. “But jus’ where in tarnation is she?”

Her right hoof free, Pinkie reached behind an ammo crate and withdrew the zebra in question.

To her credit, Zecora barely looked surprised. “I would be glad to perform such a task. As for my arrival, I don’t think you should ask.” Twilight’s eyelid gave an involuntary twitch.

“Then it’s settled.” Argus deactivated the hologram. “We depart-”

“Not without us.”

Princess Luna strode into the group, confidence bolstered by a grand suit of armour covering almost her entire barrel and long neck in overlapping plates of a midnight blue, almost purple metal with thinner plates extending from the sides, shielding the bases of her wings yet still permitting free movement. Heavier plates adorned her hooves; large bracers were positioned to protect her ankles and fetlocks.

The helmet was an eerily familiar smooth metal dome that connected almost seamlessly with the neck armour, segmented plates shifting smoothly as she turned her head. A gorget protected her throat, leaving only her muzzle, eyes, horn, and mane visible. With nightfall her powder-blue mane had perked up and had regained its ethereal, flowing quality and appearance of a starry midnight sky.

But its greatest features were three of the most remarkable gems that anypony had ever seen. Each glowed a soft, milky bluish-white that was somehow bright but subtle at the same time. One of these pools of solid moonlight, larger than the others, sat in Luna’s breastplate, while two smaller crystals were inlaid in the pauldrons. The sight of them set Spike drooling.

Though initially dumbstruck by its sheer gorgeousness, Rarity quickly recognized the armour’s design. She had seen it on the night when she earned the Element of Generosity.

“Princess,” she whispered. “Is that…”

“Yes, it is,” Luna replied solemnly. “It hath seen many centuries, and ‘twould seem that it may see service once more.”

Argus nodded in silent approval of the ornate armour. “If that is all, then we must move.” At his words, Darius and Vorolanus snapped to action, advancing to follow the Epistolary. At Luna’s gesture, the squad of Night Guards and Zecora followed her, and twenty-one Ultramarines and twelve ponies disappeared into the night.

“Carry the Emperor's will as your torch, with it destroy the shadows,” Sicarius said as the group vanished into the night.

“Fetch me the compression gun.”

“Coming right up!” Lyra dug through the case of tools, finally locating the contraption that Dannelos wanted. “This it?”

“Yes,” Dannelos confirmed from his position at the aft of the Stormtalon. “Hand it up here.”

“Hee hee.” Lyra giggled at his casual use of the word “hand.”

“Okay Lyra, we get it,” Bon Bon said, sitting among several crates. “You’re obsessed with hands.”

“Wow, you’ve only known me since kindergarten and you just caught on?”

“No, it’s not that.” Bon Bon rolled her eyes in exasperation. “I mean, just look at this thing!” She pointed to the gunship. “Amazing piece of work, but you can’t stop going on about his hands.”

“I have been meaning to ask that myself, Lyra.” Finished cleaning the ventral jets, Dannelos ducked out and faced the two ponies. “Why so fascinated by my hands?”

Lyra sat down and stared Dannelos dead in the eyes. “Here’s a question: how many things do you see with hands around here?”

Dannelos shrugged, purposely holding out his hands comically. No irony was lost.

“I meant besides you guys.”

“The small dragon.”

“I think those are technically claws.”

“Well I did see the pink one do something strange with-”

“That’s besides the point!” Lyra was irritated, and Bon Bon was enjoying every second of it. “Ponies don’t have hands!”

Dannelos cracked a grin beneath his helmet. “Next you will be telling me I have three lungs.”

“Bon Bon?” Lyra asked her roommate, who was stifling uncontrollable giggles. “I’m trying to be serious for once in my life. Could you please help me here?”

The cream-coloured pony snickered. “Lyra, I’ve been waiting for this since the day I met you. Don’t ruin it for me.”

“You’re a terrible friend, Bon Bon.”

M41.996 21:02 Everfree Forest

Shadows crept through the woods. Massive, armoured shadows moving with speed and stealth utterly at odds with their size. Unhindered by their armour, they moved swiftly and silently, camouflaged cloaks hiding the brilliant blue plates.

Luna and the squad of Night Guard pegasi had abandoned all hope of keeping up on hoof, so they took flight, darting after their larger companions like oversized bats gliding over the path of crushed vegetation the Tyranids had left behind.

“Our alien companions move with great speed,” Zecora panted, galloping alongside the Night Guard unicorns and earth ponies. “I believe a break we shall soon need.”

Abruptly, the Ultramarines halted, Sergeant Vorolanus signaling with a raised fist. The Thunderbolts held perfectly still, weapons raised and aimed in all directions.

“Sergeant,” Argus voxed. “Contacts?”

“Movement, thirty metres southeast. Numbers unknown.”

“And the tracks?”

“Consistent,” Sergeant Darius commented, kneeling over a series of hoofprints. “Made about six hours ago. Whatever the auspex picked up did not come this way.”

“We cannot risk revealing ourselves,” Argus grunted, loud enough so the ponies could hear. With a wave of his bolt pistol, he ordered the squads off the trampled undergrowth into denser foliage. Luna gestured and the ponies followed suit.

The dim light of the stars and moon vanished, but the Night Guards’ enchanted eyes adjusted rapidly to the dark. The beaten path through the forest had given way to claustrophobia-inducing darkness, brought about by the tightly intertwined trees. Gnarled roots protruded at random from the earth, coated in blackish-green moss that seemed to absorb all light, no matter how faint.

Lieutenant Starlight scanned the thicket when a trio of green lights appeared, inches from her face. Suppressing a yelp, she hopped back.

The lights shifted, rising to reveal the face of one of the lighter-armoured Ultramarines wearing a large set of goggles on his forehead.

“How did you…” Starlight inwardly cursed herself. Sloppy. How could you miss him like that? Her confusion was allayed as the Ultramarine stood, a camouflaged grey cloak falling around him.

Sergeant Darius ignored her. “Which of you had experience travelling these woods?” he asked.

Zecora stepped forward. “That would be me; I’ll be your guide. I know of many trails and of places to hide.” She squinted in the blackness. “Though a problem, I do foresee. In a night like this, I’ll walk straight into a tree.”

A light weight fell upon her head, causing her to jump as her vision went momentarily black. When sight returned, it was fully illuminated in a toxic green glare, much like the colour of her potions.

“Night-vision goggles,” the now headgear-less Darius said.

“They do improve my vision,” Zecora mused after some hesitation. “I can now see with much greater precision.”

“Then lead on,” Argus said, slightly impatient. “We have already lost time on this detour.”

“Fear not, for I know this forest well. We shall soon find where our enemies dwell.” Her eyes now aided, Zecora clambered across the massive tree roots, followed closely by the Ultramarines.

Minutes dragged on as the group made its way through the overgrown woods, Zecora’s intimate knowledge of the forest guiding her as if through some sixth sense. Starlight and her squad threw nervous glances back and forth between the trees, silently praying that the dim glimmering they saw was just familiar moonlight and not the hungry eyes of one of the Everfree’s many predators.

A timber wolf would almost be welcome at this point, Luna thought, weaving her way through some brambles. The Everfree was treacherous to begin with, but now?

“What are we, baggage?” Starlight muttered as she struggled between two particularly thick tree trunks. She shot an irritated glare at the Ultramarines, who had advanced far ahead, oblivious to the plight of their smaller allies. “They could lend us a hoof.”

“Despite what you may think, we are not your caretakers.” The low, metallic voice growled from the darkness, shaking the Night Guard’s bones with its proximity. With a gasp, she spun to see Sergeant Vorolanus towering just behind her.

“How did you…” He wasn’t there ten seconds ago! How can something that big be that quiet?

“If you would cease your complaining, you may learn something, xeno,” Vorolanus snapped, stepping over Starlight into the trees ahead, where his blue armour almost seemed to vanish against the dark wood.

“Relax, pony,” came another voice inches from her. “I am surprised he managed to keep his temper under control for this long.”

Sergeant Darius emerged from beside a fallen log as if he had teleported. His pale face was smeared with what appeared to be soot and the reflective metal of his weapons were similarly dulled.

“Thou hast known him for a time?” Luna asked, curiosity piqued.

“Scipio Vorolanus has been my battle-brother and mentor, but more importantly, my friend,” Darius explained. “We have served together for several months, beginning with the Tyranids on Ichar IV.”

“Has he always been… this way?” Starlight asked.

“Short-tempered? Tense? Critical? Of course. But think about it. You are on a recon mission in a potentially hazardous forest, tasked with not only locating an enemy of vastly superior numbers, but also safeguarding grossly inadequate allies under dubious orders. Too many unknowns, even for a Space Marine.”

Starlight huffed at the Scout’s slight towards her skills. “Well excuse me for not living up to your perfect standards. The Night Guard has watched over Equestria for centuries-”

“And now the rules have changed,” Darius interrupted.

“Then mayhap thou could teach us these new rules, rather than merely lambasting us for-”

“That was exactly what I was about to suggest,” Darius said with a small grin.

M41.996 21:44 Ponyville Schoolhouse

“Is she alright? She hasn’t said anything since…” Sweetie Belle nudged Fluttershy again, hoping for a reaction.

Apple Bloom shook her head. “She musta been really scared. That Marcy-less feller sure is mean.”

The three fillies slowly led the somnambulating Fluttershy along the road towards the schoolhouse, where warmth, security, and soft sleeping bags awaited, with several tonnes of powered armour between them and any invaders. The night was young, and stars twinkled merrily in the crisp, unpolluted Equestrian skies, adding their tiny lights to those of the lampposts and the moon.

A lone shadow slunk through the night, traversing alleys and slinking over roofs in pursuit of easy prey: namely, the Cutie Mark Crusaders. Chameleonic carapace rendered it nearly invisible; those who saw the telltale shimmer and shift of the air were its victims, who died horrible, agonizing deaths as razor-tipped tendrils probed through their skulls.

Having absorbed the recent memories of an unfortunate guardspony, the Lictor now knew exactly where to find the weakest targets: the schoolhouse.

Craning its body upward, it inhaled deeply, searching for the telltale scent of pony. Most had retreated indoors, seeking safety in numbers and among the lethal Reavers of Macragge. The hulking Terminators stood sentry on the streets, their presence both reassuring and terrifying the ponies.

The Lictor’s diabolical memory theft provided a map of Ponyville and its sense of smell gave it a minute-by-minute report of the sentries’ locations. It slipped perfectly between patrol gaps, evading Terminators and guardsponies alike.

Despite passing unnoticed everywhere it went, the Lictor’s purpose remained unfulfilled. Terminators, even when alone, were mighty opponents and not to be trifled with. Ponies were laughably easy kills, but they always remained close to their larger guardians. Snuffing a single pony was insufficient. No time to stalk, to terrify, to demoralize. A mass killing was necessary; the proverbial fox had to invade the henhouse, sow panic and death, and be gone by the time the farmers showed up.

Climbing spiderlike between two houses, the Lictor spotted the schoolhouse in the distance, but most interestingly, a quartet of ponies wandering unguarded in that direction.

Even the greatest predators can have a prideful streak, and bloodlust filled the Lictor’s mind as it slowly approached the ponies. Serrated arms raised, it hissed slightly in anticipation of the kill to come.

An uncharacteristically hot breeze wafted across Scootaloo’s withers.

Several things happened in lightning succession. The orange pegasus whirled around, just in time for the strange heat-haze pursuing her to seize up in pain. The other Crusaders spun around at the strange “thunk.” Above them, a gleaming, silvery blade protruded from the air.

The Lictor twitched involuntarily, spine severed by the massive power glaive lodged straight between its shoulder blades. It feebly reached forward, hoping to gut at least one pony before dying. Instead it tipped straight over, camouflage fading.

“Where the hay did that come from?” Apple Bloom bleated in fear, shrinking back from the huge corpse.

“Postulation: the Lictor may have infiltrated the area in the aftermath of battle and has been awaiting a chance to make its move.” Maxilos strode up and yanked his power glaive from where he has hurled it.

“You saved us!” Sweetie Belle cried, hugging the Techmarine’s greaves.

“How did you know it was there?” Scootaloo asked. “It was camofla… camuflug… hard to see!”

“Clarification: I tracked the Lictor by measuring microscopic variations in atmospheric density. Patterns of displacement were inconsistent with your anatomy.”

“That makes sense,” Sweetie Belle said while her friends gave confused looks.

“Advisement: I recommend seeking shelter in the schoolhouse. Tarantula Sentries remain operative.” With those words, Maxilos’s mechadendrites and servo-arms swept out and scooped up all three fillies while his normal arms cradled Fluttershy. Four ponies in his grasp, he strode towards the schoolhouse.

A gentle rapping sounded on the schoolhouse door, startling several colts and fillies awake. With two notable exceptions.

Pipsqueak and Dinky Doo had remained awake all evening and into the night, waiting for the return of their robotic saviour. The knock on the door sent them into fits of glee.

“Is that him?”

“It has to be, Dinky!” Hopping to his hooves, Pipsqueak shot away, leapt over the snoring Snails, sidestepping Cheerilee, and pushed the door open to reveal the Techmarine.

“Maxilos!”

“He’s here!”

Stooping over, the Ultramarine in question entered, drawing gasps of fear from parents and excitement from their children, all of whom had woken up.

“He’s carrying Miss Fluttershy!”

“He’s a hero!”

“I wanna ride the robot!”

Cheerilee stared at the one who had, earlier that day, been prepared to sacrifice the same ponies he was currently carrying. “What happened?” she exclaimed, noticing Fluttershy shivering in his arms.

He gently deposited the pegasus in a pile of blankets. “Shock. We were engaged by a Tyranid infiltrator, but I dispatched it.”

The teacher groaned. “Why do you always have to make things so difficult?”

“Adjuration: specify.”

“One moment you couldn’t care less if we died. Now you’re the big hero. Can you just… never mind. I’m not going to bother.” With a sigh of resignation, Cheerilee headed back to her sleeping bag.

“Aw, don’t feel bad Mister Maxilos,” Dinky said with a friendly pat on his leg. “She’s had a rough day.”

“I shall stand guard while the Tyranid threat remains,” he droned to the parents. “Recommendation: terminate further activity. Your heightened adrenaline levels will result in increased fatigue.”

“Aw, we don’t wanna go to sleep!” Sweetie Belle complained, the other children chiming in once they realized what Maxilos had meant.

Dinky tapped on his shin again and looked into his optics with adorably resolve-crushing eyes. “Mister Maxilos? Will you read us a bedtime story?”

“Assessment: gradual lowering of physical and mental activity would provide optimum recovery.” With a whirring sound, his servo-arms shifted, angling backward into an approximate shape of a chair, upon which he lowered himself. “I shall remain and relate my experiences to facilitate your sleep.”

With squeals of triumph, almost a dozen fillies and colts surrounded Maxilos, staring at him with eager eyes.

“… up to velocities exceeding three-hundred forty-three metres per second. Propulsion functions in two stages: the initial fuel charge forces the shell down the barrel and ignites the solid-fuel propellant charge upon leaving the muzzle, thus reducing any possible warping of the barrel to acceptable margins.”

His enthralling explanation of bolt weaponry complete, Maxilos looked down to see young fillies and colts huddled all around him, fast asleep. The Crusaders nestled at his boots, Snails snored peacefully near a servo-arm, and Pipsqueak and Dinky rested comfortably in his lap, leaning against the cool red ceramite of his chestplate.

Shifting carefully, he stood, gently lowering the sleeping ponies to the ground with his free hands. Actuators whined as his servo-arms extended fully, boosting him to his feet. He carefully stepped over the ponies, none of whom awoke.

“How?” He turned to see Berry Punch looking at him in confusion. “Getting Berry Pinch to sleep is impossible. You had them snoring in seconds. How?”
Ditzy Doo on the other hand smiled knowingly, and walked up to place blankets over the children.

“I shall be running maintenance on the sentry guns,” Maxilos said before ducking out into the night, leaving his tiny adulators to their sleep.

M41.996 23:24 Everfree Forest

Starlight knelt catlike in the tall grass, her breathing slow and deliberate. Around her the blades of grass swayed gently in the summer breeze. She forced her body lower and lower to the ground, feeling the cool dirt on her fur…

“Not good enough.”

Oh, send him to the moon already! Starlight sighed in irritation and rose out of the grass to see Darius’s disapproving scowl. “Well? What was it? Did my tail swish again? Or was it my wings flexing?”

“You are holding completely still.”

“Shouldn’t that be a good thing?”

“Stealth is not just blending with the environment,” Darius said. “You must become part of the environment. Mimic what is around you. When the plants move with the wind, move with them.”

Starlight returned to the grass. So much for impressing our new friends, she thought as she knelt. Once again, the breeze washed through the foliage, creating a rising symphony of rustling against her fur. Rather than freezing statue-like, she relaxed into the gradual swaying of the grass, rolling forward ever so slightly on her hooves. Forward… back… forward… back…

The other ponies of her squad hid in similar positions, concealing themselves in trees and beneath logs while the Scout-Sergeant gave instructions and advice. Sergeant Vorolanus had been skeptical of Darius’s suggestion, but decided to take it anyway, giving the ponies an opportunity to learn and the Space Marines time to search for signs of Tyranids.

Naturally, all Night Guards had extensive stealth training. They could move in utter silence, even while airborne. As part of their induction into their secretive division, their eyes were enchanted, giving them exceptionally precise night-vision, allowing them to operate in utter darkness. Starlight herself had earned her lieutenant’s bar after an espionage mission against griffin radicals. Their leader had reiterated his entire plan, unaware that a pegasus had been inches away from him, listening to every word.

And Darius made them all feel like egotistical teens right after watching a spy thriller. Every twitch they made, he called out. He was stern, but offered plenty of advice.

“Hiding from sight is only the most rudimentary facet of stealth technique,” Darius said aloud to the entire Night Guard squad. “Shape, shine, shadow, silhouette, and movement. Keep them all in mind.”

Ahead, Zecora, Argus, and Sergeant Vorolanus examined a set of tracks, disagreeing vehemently as to their origin.

“What creatures on this planet could possibly leave tracks of this size?” Vorolanus scoffed. “Epistolary, the prints are clearly those of a Carnifex or similarly-sized biomorph.”

“And I keep telling you, you are wrong,” Zecora insisted. “Must your own opinion be so strong?”

“For once, xeno, would you deign to speak without your damned rhymes?”

Argus ignored the arguing pair. “Negative, Captain. We have not encountered any Tyranids yet. I shall contact you when we have made progress.”

Sicarius cursed under his breath through the vox. “I need results, Epistolary. We cannot endure Tyranid assaults forever. Sicarius out.”

Closing the vox, Argus let his mind expand, consciousness radiating outward from his body and into the surrounding forest. For a moment, he felt like a blind man experiencing sight for the first time, bombarded with so much sensorial input it threatened to overwhelm his mind.

Anything? The sudden intrusion gave him brief pause before he turned his attention to Luna.

The forest is silent, he replied to Luna, resuming his search. Something is wrong… He urgently scanned the forest, forcing his awareness to extend further, spreading thinner and thinner…

Pain exploded in Argus’s skull, his own power lashing back at his mind and causing him to yell in surprise.

Vorolanus was instantly at his side, steadying him. “Epistolary? What is it?” Argus could not respond; he clasped both hands to his helmet, trying to force it off.

Luna’s mind recoiled from Argus’s as if she had touched a frying pan. “Sergeant! They are coming?”

“What did you do to him, xeno?” Vorolanus snapped, raising his bolt pistol, but stopped as his vox came alive with reports from the Thunderbolts.

“Scipio, auspex shows movement in the north, six hundred metres and closing!”

“Second contact, west, five-fifty metres!”

“Brothers! Grab the Epistolary and move!” Vorolanus grabbed Argus below the arms and heaved him upward. “Northeast, tight line!” With the assistance of another Thunderbolt, he carried Argus through the forest at surprising speed, vanishing rapidly between trees.

“Night Guard, take wing!” The pegasi spread their bat-wings and launched themselves after the Ultramarines, earth and unicorn ponies galloping behind.

Starlight pumped her wings furiously, jinking to avoid overhanging tree limbs. Tight-quarters flight was integral to a pegasus guardspony’s training regimen, but that did not mean it was easy. She bit back a yelp as she slipped through a gap in a tree, splintered limbs scraping at her sides.

With a whoosh, Luna swept past the pegasus, her armour glinting briefly. Starlight’s eyes raced from pony to pony ahead of her, making a quick head count.

“Corkscrew, Dusk Glider, Sugar Swift…” she muttered as three guardsponies raced by. Looking back, she spotted the remaining six Night Guards. “That makes-” Her count was cut off when she looked forward only to collide with an inconveniently-placed tree trunk, sending her sprawling among its roots.

“Oh, manure.” Well this’ll make me a barrack legend. Starlight, Night Guard Lieutenant, forgot to look where she was flying! And in front of a Princess! Just what else can go…

Her self-pity instantly vanished, replaced by horror as several chitinous forms swept through the forest and halted.

Reflexively she scrambled away, struggling to her hooves and dropping over and under a protruding root, her breaths quick and shallow.

A chilling hiss sent shivers through her body and she froze, forcing herself to remain still and silent. It can’t see me, it can’t see me…

Her heart misfired several times when she heard a footstep. And then another. And another.

It knows.

After multiple centuries, the steps stopped and silence reigned once more. Starlight thought that her heartbeat sounded abnormally loud.

A bang sounded back where she had flown from, like a muffled firecracker. With a snarl, the presence looming over her vanished, its footsteps receding rapidly.

Before Starlight’s heart and lungs could resume normal operations, an armoured hand shot out of nowhere and seized her around the neck in a painful, but not crushing grip and yanked her around the tree. Her saviour proved to be Vorolanus, but before she could croak out her thanks, he charged off through the forest, the rest of the group in hot pursuit. She swung uncomfortably in his grasp, trying to free a wing, but gave up resisting the blue metal and endured the unpleasant trip in silence.

Finally the swaying and blurred scenery halted as Vorolanus stopped. Starlight was about to thank him, but suddenly she was slammed painfully into a tree trunk, forcefully ejecting all air from her lungs.

“You incompetent fool!” he snapped, maroon helmet inches from her face.

“Sergeant!” Luna said sharply. “What is-”

Vorolanus ignored her. “Your clumsiness may have just cost us our mission. Thanks to you, the Hive Mind is now aware of our presence in the forest, and locating the bio-ships will be that much harder.”

“But-”

“You have no excuse, xeno. Were it up to me, I would end your life now and rid us of your ineptitude.”

“How dare thou!” Luna approached the Tactical Sergeant, horn and eyes aglow with anger and magic. “Thou dare threaten our subjects?” Night Guards arrayed themselves unbidden behind their princess, weapons readied but not aimed. The Ultramarines instantly had the ponies in their gunsights.

Zecora stared at the scene. “This is a standoff, that much is known,” she said. “I believe the proper expression is ‘well, we’re bon-’”

She broke off as a hair-raising screech echoed through the night, followed by several similar ones, emanating from multiple directions until a cacophony of unnatural howling rang throughout the forest. Nobody, not pony nor Ultramarine, moved.

A gentle rustle of leaves kicked every Space Marine into action and around twenty bolters snapped up to its source, which turned out to be Sergeant Darius.

“I led them on a merry chase,” he said, waving the guns away. “Fired some shots a few hundred metres back. They do not know where we are yet.” Finishing his report, he realized the severity of the situation. “Sergeant, what in Guilliman’s name are you doing?”

“This pony’s incompetence almost cost us the mission!” Vorolanus growled, shaking Starlight slightly. “We cannot allow-”

“Scipio, stay your anger, this is neither the time nor the place,” Darius urged. “I have bought us minutes at most.”

With a grunt of acknowledgement, Vorolanus released Starlight, who fell grasping her throat and coughing. “Brothers, wedge formation. Do not stop to engage.” With a wave of his hand, the Ultramarines broke into a run and the chase began.

The group passed through the forest at breakneck pace, pursued all the while by the shrill hunting calls of Tyranids. Still visibly shaken by her ordeal, Starlight flew on autopilot, mind blank from terror and adrenaline.

Luna’s mind on the other hoof raced with confusion, indignation, and fear. Why had Vorolanus suddenly become so violent? Was Starlight alright? How could they locate the enemy while being hunted like this?

Answers would have to wait, as the hunt was on. Not risking a backward glance, she flew as if she had never flown before, evading between trees with incredible grace. With a forceful flap, she pulled alongside the sprinting Scout-Sergeant, who caught her urgent look and waved the team in a new direction.

After long minutes of running, a craggy expanse of rock appeared, beckoning the group with welcome hiding place among the boulders. Darius and Luna slipped into a small crevice, followed unexpectedly by Starlight.

Finally, a chance to make sense of what just happened, Luna thought, panting. At first, she had dismissed Vorolanus’s actions as nothing more than the knee-jerk reaction of a hotheaded soldier, but as she thought about it, her ideas became steadily more unpleasant. He had immediately threatened Starlight, and none of the others had protested, whether out of deference to their superior or sympathy for his actions she could not be sure.

“Judging by the sound, the Tyranids have our trail, are at the most ten minutes behind.”

“Why…” Starlight whispered, shivering. “Why won’t they stop howling?”

“Scare tactic,” Darius said grimly. “We Space Marines have our faith, but the Tyranids know we are travelling with you. Trying to separate you.”

“How can we possibly find the landing site whilst we are hounded like this?” Luna asked.

“Our pursuers have spread all across the area by now. No way to track them back to point of origin. I had hoped that the Epistolary would be successful.” He glanced at Argus, unresponsive and sprawled on the ground. “Emperor watch over him.”

Argus? Luna probed hesitantly into his mind. Can thou hear us?

No response. She relaxed her mental barriers, allowing her consciousness to flow through the Space Marine’s mind, searching for some indication that he was alright. A cursory inspection revealed no permanent scarring, merely a powerful mind that had spread itself too thin. Opening her own mind further, she delved into the slumbering consciousness, trying to get a sense of what he had experienced just before passing out.

Argus had not been exaggerating when he said that the Everfree was silent. An oppressive blackness covered the woods in Luna’s mind as well as her eyes. The familiar presences of the forest’s countless creatures were obscured beneath shifting masses of shadow.

Shadows, shadows… the shadows! Shape, shine, shadow!

“Shadows!” she said triumphantly. “That is what befell Argus! Follow the shadows!”

“What in the name of…” Darius muttered, but Luna was on a roll.

“Dost thou not see it? The forest is dark because of the Tyranids! We can track them, just as Argus did!”

Vorolanus climbed across the rocks, chainsword in hand. “Sergeant, we cannot linger.”

“Scipio, I believe we have a method of locating the bio-ship.” Darius lifted the still-terrified Starlight from the crevice. “Princess?”

While the team moved on, Luna explained her discoveries to Vorolanus, who skeptically but silently listened throughout an exhaustive lecture on magical theory that would have left Twilight Sparkle proud. In the end he was forced to agree with her plan for lack of a better option.

Her mind now attuned, Luna led the team through the forest at a surprising pace. Chilling cries of the hunting Tyranids still echoed through the Everfree, driving her forward faster and faster. For a while she considered widening her consciousness across the forest to speed the search, but the memory of Argus’s pain still showed prominently in her mind.

After almost an hour of steady travel, Luna slowed her pace, the mental strain finally forcing her to cease her search momentarily.

Vorolanus jogged alongside the hovering Princess, auspex in hand. “We do not have time for this, xeno. We may have eluded the Tyranids for now, but we will eventually run out of space to maneuver.”

Not everypony is a machine such as thou. “We require only moments.”

“In those moments, a pack of Hormagaunts could overrun us and trap us for the larger creatures. You do not have moments.”

Irked, Luna delved back into the shadowy mindscape of the Everfree, sifting through the larger concentrations of darkness. One looked promising, and was fairly close. Setting it firmly in her sights, she resumed her path, heading for a pair of gnarled trees.

Vorolanus followed close behind, his gaze locked on the auspex’s faintly glowing screen. Alien sorcery was not to be trusted, but there was no other option but to trust in the dark blue alicorn.

His musings were cut short by a sudden flash on the screen, where a series of runes raced across its range, heading straight for-

“Get back!” he barked, lunging forward and drawing his chainsword.

Luna reacted instantly, springing straight upward in surprise.

Vorolanus charged and swung a vicious overhand blow with his revving blade, tearing through the Hormagaunt that landed right where the Princess had been.

The forest lit up with the roar of bolter fire and the bark of shotguns as the Ultramarines tore their ambushers apart.

“Trap!” Darius cursed, blowing a head apart with a shotgun blast. “They are trying to herd us back by lying in wait.”

“Then it would appear we’re on the right track,” Zecora said unexpectedly after a long period of silence. “They know their home in the forest, we intend to attack.”

“Princess, pick up the pace. They know where we are,” Vorolanus ordered.

Flapping her wings, Luna called upon her magic and took the lead again, her pace quickened. The distant shrieks of the Tyranids grew closer.

The edges of her mind felt ragged, imprecise. This frantic searching wears on us, she thought, struggling to maintain focus. The darkness grew as she went deeper into the forest, and before long all around her was cloaked in blackness.

A dull pulse of pain throbbed through her skull. “Give us a moment,” she said, trying to ward away the growing headache.

“Are you alright, Princess?”

Clasping a hoof to her forehead, Luna looked back to address Darius.

What she saw was not the Scout-Sergeant.

His camouflaged cloak was in tatters and bore a strange, almost oily organic look to it. The heavy plates guarding his body were gone, replaced by a thick tunic and trousers with a heavy vest, covered in pouches containing knives, ammunition, and strange sigils that her eyes seemed to reject. His combat knife and pistol were rusted and pitted with black scores and grime.

His head was obscured by a strange hybrid of a hood and helmet with glowing greenish eyes that looked almost comical, but toxic and threatening all the same. An odd cylindrical protuberance, much like the filter of a gas mask sat over his mouth. When he spoke, it was a muffled gurgle.

Luna recoiled from this disturbing apparition, wondering how such a thing could have approached unnoticed. Her hind leg caught a root and she tumbled to the ground.

“I asked, are you alright?

Darius stood over her as if nothing had happened. The strange helmet was gone, his armour was once again blue, and he was offering a hand to help her up.

“We art… fine, Sergeant,” Luna lied. Mayhap a hallucination, she hoped.

“You did not disappoint,” he said, pointing to something behind her.

Behind Luna was a massive gouge torn through the forest, devoid of standing trees. Shattered and flattened logs laid everywhere in the wide ditch, crushed by some massive force that fell from above.

Following Darius’s finger, Luna laid eyes upon a massive form in the night, lying nearby at the end of the sweeping grave that it had dug for itself.

“It’s… huge,” she said in awe. “And it’s alive.”

“I think it’s about time we got out of here,” Starlight said, uncomfortable in the Kraken’s presence.

“On that we can agree.” Vorolanus tapped several controls on his auspex, marking the location of the bio-ship. “We have you now, xenos,” he chuckled grimly. “There will be retribution.”

A greenish projectile slammed into his chestplate, knocking him to his knees. A hail of similar shots followed, rattling against armour.

“Gargoyles! Fighting withdrawal!”

The bat-winged flyers swooped in low, fleshborers hissing as their targets fled back into the trees. Thunderous fusillades of explosive rounds met them in midair, sending them into the trees.

Starlight ordered the Night Guards back out of the main lines of fire, hoping that the greater threat of the Ultramarines would draw the Tyranid attention. She fastened a pair of swords to her forelegs, preparing for possible midair duels.

Amidst the roar of combat, movement caught her eye, somewhere in the forest from where they had travelled.
Concerned, she flew to Luna. The Night Princess had abandoned her magic and instead fought hoof-to-claw with a Gargoyle. With a large hole in a wing, the creature was grounded, and Luna finished the job with a mighty blow from her metal-shod hooves, smashing it against the ground.

“Princess! Something’s behind us!”

Luna spun around, just in time to see the armless corpse of a Scout Marine smash into the mud. His killer, a Lictor, hissed almost mockingly.

“ULTRAMARINES! THEY HATH FLANKED US!”

The Royal Canterlot Voice cut through the din of battle and around half the Ultramarines spun to engage the new threats, but the mix of Lictors and Warriors was already upon them. Another Scout Marine fell, pierced by a Lictor’s serrated arms.

With the volume of fire cut in half, the Gargoyles from the Kraken attacked in earnest, diving low to snatch up Night Guards and spew acid. A Tactical, blinded by an acid spray, fell beneath a pair of Warriors with massive claws that tore open his armour at the joints.

“In the Emperor’s name, fight!” Vorolanus roared, decapitating a Warrior with his chainsword. As the creature fell, he swept forward to engage his next opponent: a hissing Lictor.

Vorolanus proceeded to empty his bolt pistol into the Lictor’s torso, hoping to eliminate the threat of its flesh hooks. Anticipating this, the Tyranid closed its arms around its ribcage, shielding the weapons. Vorolanus swore and reached for a new magazine.

The Lictor rushed him, smashing a stinging backhand across his chest and sending his pistol flying away. He rolled, trying to get his chainsword up.

Massive, mantis-like arms swung downward, attempting to pierce his helmet. Dropping his blade, he grabbed the limb with both hands and forced it aside. Two taloned hands swung downward, aimed at his legs. An awkward twist sideways saved Vorolanus’s legs but more importantly, brought the Lictor in closer.

Lictors were actually fairly fragile, relying on their stealthy talents to keep them alive. In a clash such as this, their incredible reach kept foes too far away to land a blow while they picked them apart before dragging them into range of those savage lower arms. Vorolanus had seen battle-brothers driven to their knees and slain after lengthy duels with these creatures.

With his opponent in close, its upper arms were useless. Vorolanus sprang forward, drawing his knife.

The massive lower hands seized his forearms, halting the thrust that would have laid its chest open. He roared with rage at the stalemate, straining against the Lictor’s equal strength.

A flash of promethium fire from Cator’s flamer illuminated the deadlock for a moment, and fear spiked through Vorolanus. The Lictor’s carapace was shifting, revealing a dozen razor-tipped hooks priming to rip through his skull.

In a split-second decision, he threw all of his strength into crossing his arms, forcing the Lictor’s arms to cross as well. The barbs on its ribcage hissed outward, tearing its own arms apart. It howled in anger and surprise.

His knife-hand free, Vorolanus lunged forward and plunged the diamantine-edged blade past the tendrils and into the Tyranid’s innards. Twisting the blade around, he violently yanked it sideways, feeling several organs give way. He kicked the corpse over, tugging his left arm free from the creature’s moribund death grip.

Darting through the hostile skies, Starlight sliced a Gargoyle in midair. Despite their valour, she knew there was no hope. Outnumbered, swamped from all sides; even the power-armoured Ultramarines could not hold forever.

A blinding flash of white blasted through the melee, flinging all aside. Regaining her balance, Starlight searched for the source of the radiance.

Emerging from the trees was Argus, force axe still writhing with psychic fury. His eyes blazed with power as he strode forward, blasting a Lictor apart with warpfire.

“This day shall not be our last!” Argus said, voice echoing in the night. “Ultramarines, ponies! To me!”

The Thunderbolts, Scouts, and ponies immediately regrouped on the Epistolary, forming a defensive ring around him. Tyranids emerged from the dark forest and the Kraken’s landing trench, surrounding the valiant group.

“Your timing is most impeccable,” Zecora mused. “But these aliens will still find us quite delectable.”

Luna watched each Tyranid warily, waiting for one to make a move. If we are to fall, we shall die with a fight.

An eerie keening sound caught her attention. Behind her, Argus spun his axe slowly, glowing sigils appearing along its path. The weapon shone bright as the dawn, thrusting blinding daggers into Luna’s night-accustomed eyes.

“I believe we have outstayed our welcome.”

Light. Nothing but light.

Gasping for breath, Luna collapsed into the water, feeling the cold liquid flow through her armour and chill her skin. Hazy afterimages danced in her eyes-

Water?

Sure enough, Luna was sprawled in a shallow stream, surrounded by all of the Night Guards and Ultramarines, arrayed in the exact same formation they had been at the Kraken landing site.

Dizziness buzzed through her mind like a hyperactive Parasprite, but she had probably fared the best of all ponies. Starlight was busy upchucking her dinner, and everypony looked sick to their stomachs.

“…truly with us, Epistolary. Traversing the warp with over thirty others, plus the Shadow in the Warp…”

“I had time to clear my head,” Argus replied, slinging his axe. “We need to report to Sicarius, and soon. He is eager to begin the attack.”

M41.996 2:44 Ponyville Town Hall

“Excellent, brother. Lock onto my signal and regroup with the 2nd as soon as possible. Sicarius out.”

“Brothers!” Sicarius’s shout caused everypony to jump, surprised at his volume. “The Epistolary has located the first of our enemy’s dens! Begin battle preparations. We leave within an hour.”

At once, every Ultramarine sprung into action, checking weapons, vox-systems, and starting up vehicles. Captain Stormcaller sidestepped a Devastator hauling crates of heavy bolter rounds as he approached Sicarius.

“Captain? My company has been restored to operational strength. Shall we make our preparations?”

Sicarius smiled beneath his helmet. “Prepare your troops and send word to Canterlot. We march to victory.”

Awoken by the commotion, Twilight, Applejack, and Pinkie left their sleeping bags and trotted outside, where Ultramarines bustled about, preparing for battle. Rainbow still snored on a portable cloud bed inside and Rarity buried her head beneath a pillow.

“Wha…” Applejack yawned. “What in tarnation… it’s barely three in the mornin’! What in the hay is goin’ on here?”

“Ooh! Whenever I get up this early it’s always to prepare for a huge, extra-special surprise for somepony! I bet-”

“Pinkie…” Twilight said. “Captain? What’s happening? It’s not even dawn!”

“Awaken your friends, pony,” Sicarius said. “This shall be a dawn of glory.”

“Jus’ what’re ya going on about?” Twilight felt momentary panic, worried that the Captain would take offence at Applejack’s irreverence. Thankfully he seemed not to notice.

Sicarius drew the Tempest Blade slowly, letting flickering candlelight play across its smooth surface, casting patterns all across the Town Hall.

“This shall be a day of retribution,” he said, voice rumbling with purpose. “A dawn of war.”

Comments

[Verbose Soubriquet]

Hello everybody. Apparently I am still alive.
Blame the first semester of college, Halo 4, The Hobbit, and just my own slow writing for the four-month wait. Hopefully the long chapter will make it worthwhile.
As you all know, I love making references. See if you can catch them all. Two hints.
1. What's in a name?
2. Fancy Pants

Enjoy. I certainly did.

Thought for the day: "No Fear! No Pity! NO REMORSE!"

[ImChangingmynameforreaso]

1623941 Ultrasmurfs are not in any way reasonable. They wrote the bloody codex on un-reasonability.

[The Rar]

Wait...
It can't be possible...
And update...?
Glory glory hallelujah.
I love this thing so very much.

[RancidHovel]

I only got two references:

“She turned me into a newt!” Caramel exclaimed.

“You got better, didn’t you?” Rainbow countered.

I believe that was Monty Python and the Holy Grail.

And

“A dawn of war.”

Warhammer 40K: Dawn of War.

[ThatOneAnon]

It's baaaack!
Also was Luna's halucination of a cultist of nurgle?

[Flawless Cowboy]

There was 'Aliens. Aliens everywhere', 'She turned me into a newt', 'Dawn of war(?)' and certainly some others I couldn't spot. I have no idea what 'Fancy Pants' is hinting at though.
I like how you're killing a few Ultramarines here and there instead of portraying them as unstoppable, unkillable juggernauts.
It would be interesting to know what happens if/when the Space Marines run out of ammunition. Some piece of fluff says that they can burn through a decent sized stockpile in a single campaign, and being up against Nids means that they're going through bolts like it's going out of fashion.

[McKnight93]

1927407 yeah, salamanders to. Come to think of it, the Astartes are actually the most reasonable faction in 40k, or at least the most pragmatic.
Yeah, the Emperor was probably more pro-human than anti-alien. I kinda have this theory that during the Dark Ages and such, he was planning on uniting the races of the galaxy in an attempt to destroy chaos. However, chaos got wind of it, and during the age of strife corrupted the aliens into betraying and killing humanity. At which point, the Emperor was probably like "screw it", and went about killing them back.
Chaos; making life crappier for everyone.

[Lord_of_Shadows]

Nooooooooo! You must be kidding!? This got updated?I am dreaming or something?

[gforce]

It is good to be amongst the faithful once more, i have so missed the emperor's finest.

[Kortas]

You're back! YES!!!!!!

[McCrowley]

Grats on the feature!

[The Golden Liquid]

Hmmm, is the last line a reference to a w40k rts game made by relic? In fact, isn't Retribution the name of an expansion to DOW2? Also, Argus's return reminded me of Gandalf for some reason, though I doubt that was intentional.

Also, I have no proof, but I would have thought a few more than two hundred Ultramarines died at Macragge...

[DavidPony]

war! this is gonna be fun!

[SunsetyDays]

...

...a Dawn of War is one of the references. To Dawn of War, of course.

[Vindicare]

This story never ceases to become more and more perfect. The emperor smiles upon this masterpeice.

[Edward_Richtofen]

Praise the Emperor! It has been UPDATED!

Also, am I the only one who can see the potential Chaos corruption?
And surely, Discord would've planned something by now...

[Princess Lulu]

YEEEESSSSSSs

All of my yes!

[Gratuitous Autopsy]

I feel I need to agree with Sicarius here, a government is like ten Mos Eislies on the scum and villainy scale. Also I wish Maxilos had visited my school when I was a kid. Best story EVAR!

[Lord_of_Shadows]

Magnificent, just as expected as the best story that I had read in this site (whit of course, the ones of Deviance).

[Sjogras]

Sicarius is indeed a heretic. Purge the damn aliens already!

Other than the out right heresy: this is a great read! Keep it up sir!

[GiftedMonster]

I disagree. The Tau are the most pragmatic and level-headed of all the races.

Keep this going, Verbose!

[Prof_Omnom]

1927207
Actually, Guilliman originally intended for the Codex to be a set of guidelines. Not a strict set of rules to be taken to the letter.

[Metal Pony]

haha nice monty python reference there.

[ImChangingmynameforreaso]

1930168 Yet the Ultasmurfs worship the damn thing, and follow it to the t.There are a fair few chapters though, that see it as a nonrestrictive guideline. I can't name any, but my friend could probably name all of them (I don't play SM, and I technically don't play nidz anymore either... because 6ed made em useless as conscripts.).

[Black Hoof]

Long chapter here, and well written again. It was definitely worth the wait. Are the tyranids going to give the ponies and the Space Marines a bad surprise? Are some Chaos Marines infiltrated and disguised? Is the truce between Marines and ponies going to hold on?

[LtCWest]

By the might of the holly mother mare, AN UPDATE!!!
i1268.photobucket.com/albums/jj580/charlieg1999/SPARTANS/tumblr_m9zj24S9bZ1qcakl4o1_r1_500.gif
TO WAR MY BROTHERS!!!

PS: Im still waiting for this to happen, even if the chances are non existant.

[CeresBane]

1930466

space wolves primarch were quoted to see the codex astartes as guidelines in horus heresy.

[Necroesphere]

1930652
What you seem to not realise is that tyranids replicate at speeds unfathomable. This story isn't really showing the trueness of what even 3 ships could do. Especially because no space marine has really died. That wouldn't actually happen. The space marines should have lost more in the first assault because the tyranids had the advantage. And nowhere has it actually started to change the planet into an overgrown forest trying to kill the inhabitants or poisonous clouds set in.

[AccessDeniedLULZ]

“She turned me into a newt!” Caramel exclaimed.

“You got better, didn’t you?” Rainbow countered.

[Alex Wadegrove]

A very nice touch.

[StatusQo]

Cant wait till they have to fight against a Carnifex, cause we all know that the nids will have to escalate things.

[Icy_Breeze]

I saw the firefly reference, That was shiny.

[BrotherSurplice]

Alright! Another great update mate! I look forward to seeing the Ultramarines lay the smacketh down on the Tyranid ship

[The_Deceiver]

i wonder how the ultramarines and the nids would handle their situation if they unknowingly woke up a tombworld that lay underneath the land of which they do battle on.
now thay would be a story twist

[DarkDays]

Well crap. I just found out about the new chapter but it's 1 am and I have school at 6.
Damn it life! Why do you keep doing this to me!

[Pvt PartyPooper]

Truly another worthy entry in the glorious tales of the Emperor's finest.

I noted star a star wars reference about "scum and villany". Zecora was on the verge of channeling Bender Bending Rodriguez for a moment before her rhyme was interrupted.

1930466 Papa smurf (calgar) himself has admitted in the black library novels that the codex is not to be followed blindly. The Ultramarines know when to mix things up. Captain Titus also operated on the principles of "the codex is a guideline, not an absolute."

[ImChangingmynameforreaso]

1938179 Titus doesn't count... he is the fluffiest of the fluff marines.

[Pvt PartyPooper]

1938433 Certainly the word of Calgar holds meaning? Head honcho and all that.

[ImChangingmynameforreaso]

1938470 See, the primarchs were alright though (Drago was the primarch, right?) they knew what was going down. The lower ranks however....

[Pvt PartyPooper]

1938506 Leman Russ actually favored the codex's adoption among the other legions, but the wolves are 2kewl4skool. The only loyalist primarch that actively opposed it was Dorn, he conceded in the end.

Draigo was not a primarch, just a very over the top character introduced by our spiritual liege.

[ImChangingmynameforreaso]

1938583 Oh my... Matt Ward... So that's why Ultrasmurfs are the posterboys...

[Pvt PartyPooper]

1938674 The Ultramarines have been the poster boys for far longer, before ward. Hell, the Dark Angels seem set to take that tittle from them right now.

[ImChangingmynameforreaso]

1938736 I dont mind the dark angels... they at least look cool.

[Pvt PartyPooper]

1939257 Ii like that slight native american theme the deathwing has going on, robes are cool too.

I also have to say, the slight roman influences on the ultramarines are very cool.

[ImChangingmynameforreaso]

1939276 I enjoy the greco roman style as much as anyone, but the ultrasmurfs do it wrong. The colours.... they just... don't.
[[edit:]] Hehe... blood angels and their nipple wing.... hehehe

[Verbose Soubriquet]

So this chapter was successful, right?
1927464
Got all three of those references, though "Dawn of war" was more of a reference to the mission type in 40k. As for Fancy Pants, it is a line from him.
1938179
"More what you'd call guidelines, than actual rules."
I definitely support this interpretation. At least all of the books/games involving Ultramarines deal with differing interpretations of the Codex Astartes.
1931837
Glad you caught that. Firefly is amazing.

As for other references, keep your optics open. Extra hints: significant title, Fancy Pant's voice actor.

Thought for the day: "The roar of engines, the recoil of cannons. That is where the true joy of battle lies."

[Black Hoof]

1947903

I believe this chapter was more than successful. It was awesome.

[Lord_Draigo]

Verbose, you are using what is known as lore amour, this means you keep on pulling characters out of impossible situations, please, have Marcellus off somepony or at least let a lictor get rid of the CMC, they are annoying to the extreme, all in all, the entirety of the schoolhouse population should be tyranid food right now, please, i love your writing, but kill someone off.

[Sudden Inspiration]

Long have we waited for this day...

And holy cramp was it worth the wait! Was Luna's "hallucination" a possible influence or trick courtesy of the ruinous powers? Great chapter all the same and I can't wait for the next one!

[Lord_of_Shadows]

1931288 The problem is, that all the space marines in that ship were "heroes" characters, if you understand what I mean.