They must have numbered a good couple hundred. A couple hundred of the meanest motherfuckers Malcolm had ever seen. Or not seen in fact. But the firepower they were dishing out was devastating, they hit vital units of equipment and peeled apart defensive barriers like they were made of paper pulp. No casualties had been taken though, but like a rising heat, Malcolm could tell that wouldn't last forever, they were being tested. Officers tried to get a clean fix on the attackers, yet aside from half-glimpses of larger thundering figures diving from various pieces of cover no one actually got a good look at whatever was assaulting their defensive lines. Apparently all four of the main checkpoints had come under siege by what was reported as dozens of hostiles, all having their technical and defensive assets torn apart with frightening ease.

"Sergeant! Sergeant, there's only eight of them! There's only eight!" An engineer said while typing away on a scanning module.

"That's impossible! Our defenses are being hit too hard, and with far too much precision!" The sergeant roared back while firing an LMG at every slight movement that came before him.

"I know it took a while, but the movement tracker is reading correctly! Eight hostiles, big ones, fast and in a perpetual state of motion!" The engineer replied with surety.

"Really? Fine then, Squads Julo and Tekno, follow me! We'll weed them out at close range, if there's only eight then we can choke them of their mobility and get back fix on them!" The sergeant ordered, giving a signaling wave to the officer that stood at the command point further behind the line, moving our and over the defense line once receiving a wave back in confirmation.

Malcolm hadn't shot much since the attack started, due partially down to how he hand't seen much to shoot at for long enough to justify shooting at it, but also due to him not wanting to piss off anything that had firepower enough to turn a titanium barrier into Swiss cheese in the blink of an eye. He now had another reason to not fire, as did the other black-clad troopers who kept their rifles up, but mostly un-fired as the twenty-plus troopers made a quick advance towards the left of the cluster of rocks and trees that had made up the attackers cover system. Most of the trees had been easily mowed down, and rocks were beginning to be chipped away so much as to show painful cracks. The troopers split into an engagement team and backup team, the first forming up into 'Anvil' formation while the second forming up two-by-two behind them. The trooper slowed their pace upon closing the distance to the cover, the teams forming up behind a giant boulder that stretched ten feet high and twice that wide. The first team was spurred on the the sergeant, the defensive line barely being able to hear the yells of intimidation made by the attacking squad as the rounded the larger rock.

It all seemed to happen in slow-motion. A single bark, a deep burp of a high caliber weapon followed fire the barest hint of muzzle flare peeking out from behind the rock. The enemy must have been directly in front of the first wave of troops judging by how instant the contact being was. A troopers head disintegrated, bursting apart like a gory water balloon, his twisted helmet spinning high into the air while his mask broke apart into dark shards of hard plastic. The poor troopers body was flung, limp as a dead fish, into two of his squad mates that stood behind him, both stumbling backwards as the headless corpse of their comrade tackled into them. At first Malcolm concluded how the trooper must have been hit by a ton of rounds at once, but the second conclusion that a panicked assailant fired a support weapon into him became the more likely reality not a second afterwards. The other troopers raised their weapon, then raised them some more, and then kept raising them. They were aiming at something huge, taller than an Olympian. A couple of rounds cooked off with a cracking sound before another trooper was hit, once again it was the nearest one to the target. This time the troopers entire torso burst in an utterly horrifying way, innards spraying about the place in a disgusting display, intestines uncoiling from atop the troopers shattered hip bone and flopping to the floor. His arms cartwheeled through the air as they failed to remain attached to his body, his head tumbling over and bouncing off the grassy earth. The remainder of the squad lost resolve, stumbling backwards as they attempted to put distance between themselves and the target, aside from a couple that remained fixed upright as they peered at their shaking, gore-drenched hands, having been close enough to become covered in their friend.

"What is that?! What is that?!" Malcolms' voice was strained and twisted with panic as he frantically look around for someone to validate what he'd just seen.

"Shut up, keep your eyes up!" Ben replied as he kept his eyes fixed down his iron sights.

"Malcolm, if you don't keep your trap shut I'll have you disciplined for field inadequacy!" Fellks roared.

"What are we fighting?! What the hell are we fighting?!" Malcolms' nerves had gone, his hands shook and his breath left him as another three troopers burst like bloody blisters.

"Shut up, trooper. Get your shit togURGH!" A trooper beside Malcolm had started to growl before something exploded within his left lung, bursting his torso in half down the middle and spraying Malcolms' goggles with thick blood.

Malcolm remained frozen for a couple seconds, his mind slowly ticking over what was in front of him. His mind could only soak in the curtain of deep crimson that had washed over his sight. A moment later he quickly wiped at his goggles, sound, smell and touch returning their attention into him. He heard cries, of panic and pain, he smelt the stench of burnt meat and metal and he could feel his hands lacked his firearm. Malcolm scramble about, desperately looking for his gun before shakily grabbing it from under a troopers broken corpse that had fallen in front of him. He looked back up again to see eight figures sprinting towards him.

They were far from the rag-tag formations of terrorist organisations, but instead a vision of living nightmares. Dark knights of dark red and stone colored plate, gigantic in frame. They ran forth with great strides easily twice that of a normal man, at speeds that rivaled a buggy out on a flat stretch. Dirt was kicked up in great bouts with each thunderous step, the dust and dirt forming a light smog behind them as they ran. They held large, chunky weapons, thickly built firearms with wide bore barrels that barked angrily at the troops, with each roar came another trooper broken in a terrifying way. All that stood before them unharmed was the battle tank and Ogre suit. However the Ogre had deep wounds, ones far deeper than any standard issue rifle would have been able to make. Its kinetic shield had long since collapsed under the hellish degree of fire, violet sparks shimmering about its giant body as the barrier tried its best to regain coherency. A plume of smoke burst from further behind the advancing warriors that seemed to have strode straight from the depths of hell itself. A larger projectile struck the Ogre that was dishing out some pretty heft amounts of hurt upon the attackers, the streak of mist travelling directly to its chest. The Ogres' chest detonated, the large arms of the machine dropping lifelessly to its side, dropping its massive auto-gun as the pilot within was no doubt utterly vaporized.

Burt-bubp-muhcum

Troopers all about him scrambled and stumbled over themselves and their fallen allies.

Muhlcuhm! Yuh gutta guttup!

The knight-warriors sprinted ever closer, Malcolm began to hear their deep toned war cries.

"Malcolm! Come on, we have to fall back!" Ben was fiercely tugging on on Malcolms' uniform, the distraught trooper hadn't even noticed.

"O-okay! Okay!" Malcolm said dumbly before picking himself up and breaking into a sprint.

Another sharp explosion rang out from behind Malcolm just as he passed into Ponyville, he could only assume the tank had suffered the same fate as the Ogre. The two troopers ran as fast as they could, but it would seem their armor became less helpful when trying to ran as fast as possible, excessive degrees of movement going out the window. However it proved to be little enough of a nuisance to see the troopers reach the deeper parts of Ponyville. They slowed down before quickly taking an abrupt turn into an alleyway.

"What the fuck?! What the fuck?! What the fuck?!" Malcolm found it hard to string a helpful sentence together.

"Shut up. Our western defense is compromised. If we head to the southern defense we can bring some of their ranks to our lines to us. You hold here, I'm going to get reinforcements." Said Ben in the uniform trooper tone, robotic and fierce.

"What the fuck am I supposed to do?! You shoot them and they don't die! You shoot them and you shoot them and they just don't die!" Malcolm grew hysterical, his voice broken and utterly fearful.

"Get it together, or those things won't be all you'll have to worry about!"

"Really?! Fucking, really?! You're crazy! You've lost it!"

"I haven't lost it, you have, you sound like a little girl! Heck, you sound like one of those dumb horses!" Ben shouted.

"No! I don't know what twisted perspective this fucking federation has given you, but you're acting like a damn idiot! Like a machine!"

"I am a machine of war! We are the military of the UTF, and we have never been beaten before, and we will not be beaten now!"

"Ben...I don't think we have a say in that. Not this time. We have to get the hell out of Ponyville, we have to get to the command base in the north and get a whole damn battalion of Ogres down here. There is no way we're going to win here like this." Malcolm finally started to piece his mind together.

"So, you're abandoning your post. You're letting a UTF town get overrun by damn aliens?" Bens grip on his rifle tightened.

"Go ahead. Go ahead Mr. Patriot! Go ahead and kill for your state or whatever excuse the federation makes for you!"

Several sets of footsteps came running around the corner and into the alleyway, revealing themselves belonging to four more troopers.

"What are you doing here?" Ben asked sternly.

"We're from the Northern defense, line caved in less than ten minutes. Forces scattered, we were hoping to get some guys from the west to help us. You have that Ogre to spare?" One of the troopers asked.

"Yeh, sure! Just pull out the smoldering corpse of the pilot, little duct tape and you're good to go!" Said Malcolm, his voice breaking at certain syllables.

"Fuck! Right, what do you think? Eastern defense?" Another trooper said.

"Don't you get it, this is happening everywhere! We need to get to command and get some serious hardware!" Malcolm yelled.

A deep series of thuds thundered louder as what they belonged to grew closer. Ben raised his rifle to the edge of the alley before one of the newcomers put their hand on his barrel and lowered his gun and pushed him further into the alley. All troopers backed away, especially Malcolm. The tall, dark figures strode past the mouth of the alleyway, giant boots falling heavy against dirt below them. Their eyes blazed a venomous yellow, the lenses bearing a terrible hatred to them. They had thick builds, immense muscle mass underneath their thick armour. Eight had assaulted the western line and all eight strode past the troopers now, their armour chipped lightly in places small arms had struck them and bearing larger craters where the odd shell from the Ogre had struck them. One had a neat grove cut across his bicep, sheered through the armour and his muscle. A small waterfall of blood had run down his plate before the wound had begun to heal, scabbing over so quickly as to stop the blood flow shortly after it had begun. The final alien passed by, a rocket launcher held high with one arm, a weapon that looked like it belonged atop a tank more than being carried by infantry.

"We didn't get one...We didn't kill one of them." Malcolm said in dumb amazement.

"Neither did we. Armour is so dense that anything less than a sniper rifle just scratches at it. Guys are fast, one clocked fifty miles per hour when hitting our line. I tell you, I only seen troops fly through the air like that when hit by a rocket. They're more agile than us, tactics are sharp and well thought out. I have a feeling these things have been fighting stuff a lot bigger than us for a lot longer." Another trooper with a gruff voice mentioned.

"I got words from southern defense just before we departed, didn't sound like they were doing so great either. They lacked armored units, and it was something these guys seemed to have anticipated seeing as how they used flamethrowers against the men there." The next trooper had a very squeaky toned and very female voice.

"Heh, good thing our armor is fire proof." Ben huffed.

"Not proof enough. Reports revealed they use an augmented form of napalm, some kind of flammable adhesive. Last radio transmission was the officer stationed there gurgling on his own lungs." The gruff trooper said.

"East can't be doing any better, we have to get going. I think command sounds the best." The female trooper added.

"The UTF cannot be defeated! We've killed millions of terrorists before!" Ben yelled.

"Well first time for everything. First time being defeated, first time being ass-raped by giant aliens." The first trooper said.

"Command it is then. Sergeant Kolts, Araxiz squad." The gruff trooper said.

"Corporal Temi Jean, Jurik squad." Said the girl.

"Simon De'fronza, Private, Araxiz." The first trooper said, his accent very, very Mexican.

"Kento Hasaki, Private, Ulio squad. Guess since we're sticking together now, we should cook up a new squad name. I'm all for Right-place-wrong-time squad." The final trooper said with a small chuckle.

"You, keep quiet. Enough to worry about without you giving away our position." The sergeant ordered, jabbing a finger at the trooper.

"Private Malcolm Joyman, Holland squad." Malcolm said in a thankful tone.

"...Banay." Ben said in a growl.

"Sure. Guys this reminds me a lot like the fanatics back on Furondo. They hit this hard and are all dressed up and shit. However they drop when you shoot them. I recommend we keep light and slow, take your time getting places and stay as hidden as possible." Kolts said.

Ben gave an unimpressed huff.

"And if anyone feels like getting any dead-er, do it without giving away the rest of us." Kolts said to Ben.

"We have the whole of town to get through. Not gonna be easy." Malcolm said.

"Yeh, putting it lightly. Forget all federal superiority, forget superior firepower, today we stay very hidden and very quiet. Anything else gets you killed." Kolts said before turning to head out the alley.

---------------------------------------------------

Such a pity.

Viktur payed these creatures a simple and somewhat shallow prayer, but a prayer nonetheless. Probably more than they deserved, but Viktur felt he needed to pay this situation cautious thoughts. The captain scanned his dull eyes from right to left, his stony expression growing ever the more tense as his gaze floated about the blazing conflict zone. Tactical review had revealed this defensive line to lack the armour reinforcement the other three had, but had almost double the infantry power. Such bold numbers were a minor concern once flamer units had been brought into the equation. Soldiers had been reduced to infants as their flesh peeled away as soon as the bright fires washed over them, seconds later boiling their insides to a bubbling liquid state. In their final moments of agonizing life they had shown what lesser feelings they could display. Some twitched upon the ground madly as the pain wracked their fragile forms, others tore at their liquidized flesh as if to relieve themselves of whatever substance clung to them to cause such pain. Truly, Viktur pitied them, for they must have never faced a foe such as his brothers. The captain knew the type of soldier they were, he'd seen it before, all too happy to sit comfy behind a wall and keep their fingers held tight over their triggers until their troubles simply washed away.

Space marines didn't wash away so easily.

The Astartes marched forward with a solid purpose, the goal in mind to shatter the federations hold over this misshapen town, discourage their men to give chase to the crimson warriors. Yet every marine found his lesser half of concentration broken by the sights before them, the conflict of assumption and evidence. The assumption being that the civilization of these people of colder souls would be of a specific theme; bland, cold, clean and simple. But before them stood not boasting building of titanic height, nor the chilling mirror walls of lifeless city, but instead the humble warmth of stumpy cottages alongside shops who's architecture delighted the eye with expressive design. Everything around them had a glow to it, a welcoming chime that sung loud within the hearts of the marines. Truly such an eminence was something Astartes could truly appreciate, for Imperial cities too held expressive, overt architecture that told a story to the eyes, mind and heart. Surely such warmth came not from the colder minds of those corpses that lay behind him.

"Solid circular spread. Report anomalies before investigation." Viktur ordered.

"Are we to expect civilian encounters, Captain?" Carvul asked in a soft tone.

"Consider all encounters from now on to be questionable." The captain simply replied.

Viktur took a moment to take in surrounding while his brother took up a wider spread position, bolters flitting from rooftop to alleyway, flamers passively sweeping about in anticipation of movement. The captain surgical implants whispered to his eyes in the form of tactical icons, glyphs and runes that revealed his next destination; to meet up with the western assault squad. He gave a quick half gesture to his squad, seeing them form up towards the north to head through the widest alleyway. Even given its width, the alley made movement difficult for a marine, having them take caution not to scratch at the walls of the homes at either side with their large pauldrons. Further irritation came in the form of an enemy grenade that flew from the far side of the alley, bouncing off a wall and at the feet of Henatrex who took lead. The heavy flamer bearing marine was mid-swing of a kick in an attempt to return the small spherical device before the grenade proved to have been cooked a fair while, detonating not a second after landing to the ground. The grenade detonated with enough force to 'skin' Henatrexs' left leg of most of its ceramite protection, leaving broken and twisted metal with head-sized holes revealing hydraulics, cables and adamantium ribbing supports. The marine stumbled back a step before turning his thoughts to utter hatred. With a primal roar that would send a super-predator scurrying away like a frightened kitten, the marine took up a firm, hasty march to the edge of the alley. At the mouth of the path peered out four troops, all with weapons raised and delivering fire onto the marine. Though the rounds struck the man, they did nothing to slow or stop him. His flamer burped liquid flame onto the troopers, catching one who had been too slow to react as his squad took cover. The fierce fires gnawed at the grass, thankfully landing far enough away from the buildings as to not start a fire that could have engulfed the whole town.

The marines burst from the alley, spreading out to hold a defensive blister around their path in anticipation of a counterattack that had already begun before they'd even set their first foot forward. A couple dozen or so troopers had found valiance enough to hold up a defense against the marines advance. The marines took knee at the first rank and stood at the second while the captain broke into a sprint towards the nearest firing cluster. The troopers had now simply to decide what manner they wished to die; by bolter or by blade. The squad coughed rounds and fire upon various clusters to ensure they stay nice and shaken while the captain hit his target.

"What the fuuuuu-!" A trooper squealed as the marine charged into them, sending two of their number hurtling through the air in a display of broken bone and pulped flesh.

Chainsword roared as it swung crimson archs through the defenders, gore spattering about the grassy streets. Troopers stumbled back not two steps before being sliced apart by a vicious windmill of angry, metal teeth. The other groups of soldiers soon lost their already shaken courage, tugging at those that remained to make a retreat. The semi-auto fire of the marines saw a trooper every couple of second burst in a haze of ruby mist, showering all around their broken corpses with hot blood. Viktur made no displays of carnage, no cries dripping with righteous fury, he made a humble reaping instead with tight lips and a creased brow. Not half a minute after the first shot had been fired all of the ambush teams had been cut down in one way or another, leaving small heaps of blood-drenched, steaming body parts.

"Confirm, reconfirm! Check for movement at heightened structure points! Carvul, to me!" Viktur barked quickly, seeing that his lesser brethren make a short jog over to him.

"What do you make of all this? What do we stand upon?"

"Low tier, low tensity, I've seen civilian paradise destination with less heat than this. Whoever's hand built this has yet to even know of the term 'violence', let alone perform such arts." The marine said in a half-mumble.

"Well, they know now." Viktur mused as he glanced down at a twitching, severed arm.

"Architecture is extremely expressive. Were it not for the 'unique' theme I would go as far as to assume Imperial artificers crafted some of these buildings."

"And certainly not the gelatinous minds of our adversaries. They think to transparently, to simply and efficiently to craft such displays. Would you name me false to assume that these creatures have committed acts of occupation, brother?" Viktur asked.

"Not at all, sire. I would echo such concerns." Carvul assured.

Movement. Corner of the captain eye. Something moved with organic fluidity and gave reason enough to see his hand fly to his holstered plasma pistol and snap his head to the side. Not much time presented itself to the captain, no long than a couple of second. Time enough.

Before him, within the shadowy confines of a nearby shop window was a large set of eyes peering at him widely. They beamed a bright blue at him, two pools of purest ocean staring into his own cold grey. About the eyes was a small, rounded head that he had difficulty seeing. His eyes had just begun to adjust before the anomaly shot away into the darkness, remaining mostly unseen. Viktur could have simply washed away the peculiar sight with a quick prayer of concentration, yet something about the sight truly tugged at his mind with power beyond curiosity. It was duty.

"Brethren, hold fast. Remain alert." The captain murmured, loud enough to be heard by all.

With two steps the captain brought himself up to the building with the elusive occupants, peering upwards as he scanned the building over. It was as if a childs' sketch had been pulled into this reality, the bizarre structure awash with such bright colors it almost insulted the captains sight. It was crafted to appear as colossal baked goods stacked and secured together with a snowy icing. To his right hung a wooden sign depicting a cake bludgeoned by an absurd amount of pink frosting. Viktur couldn't quite put his finger on it, but he had a feeling this was a bakery. After taking a quick note of an upside down horseshoe hanging above the door the Astarte gave two sharp, loud knocks on the door with his armored fist.

"Oh em cee! It's just outside the door! Do I answer with an offering of juice? Or cookies? Maybe marshmallows, the big ones the Cakes keep in the 'Hazardous Material' cupboard?" Squeaked a high pitch, sugary voice in a whisper from within the building.

"Don't even think about it, Pinkie! If we don't answer, maybe it'll go away!" Another, huskier, but ultimately female voice whispered.

"I doubt it's just going to go away! Those things look like they'd just lift up the store around us!" This voice was much more proper, having a mild intellectual tinge.

"I don't know, Twilight. They did knock first." The next voice was so gentle and sickly sweet Viktur felt his second heart jump to life.

"Oh, fine, you want to answer the door to the ten foot, flamethrower holding, demon-knights who happen to have a basic understanding of 'manners', you go right ahead!" The smarter voice strained, Viktur taking a minor sense of humor in the observation of him and his brothers.

"......Okay." Replied the cushiony voice, followed by a series of lightweight footsteps backed by a series of 'Nononono!'s from the other occupants.

-----------------------------------------------

"Nonononono-!"

Although Fluttershy could fully understand her friends heart-felt discouragement at answering the door to something that looked like it tore itself out from the nightmares of one of the darkly armored troopers that prowled Ponyville. However this did little to discourage the small pegasus from no wrapping her delicate hand around the door handle and twisting away the in-door lock. With a firm clunk the door became loose, giving sway in both push and pull methods. Fluttershy wasn't so sure of her safety as to just swing the door open, so she slowly creaked it inward, peeking an eye around the door.

The creature before her was terrifying, no doubt about that, an image of death and hatred in all its forms. However it was obscenely overt. What Fluttershy hated more than anything about the federation troops was how shady and dark they were, they gave you nothing to run on when considering identity or expression. It was like talking to a shadow, some strange spectral entity that had formed itself into a physical thing with no face or identity of any kind. However this thing screamed expression and stories decades old, perhaps older. It loomed over Fluttershys' five foot - four frame at an impressive eight foot, utterly dwarfing even the soldiers of the socialist aliens. He, assuming it was a 'he' with the outstanding evidence, wore a giant set of armour of gory crimson and warm stone colors trimmed with a dark metal. Unlike the dark armour of the federation, this was of bold, outstanding color painted about various sigils and sculptures that depicted what seemed like skulls and hooded figures with long robes. His face was near hideous, not because he was an alien, but because he was horribly scarred, at least by equestrian standards, smaller scars swiping across a large portion of his face like mountain-scape across a map, while strange and ugly mechanical objects clung to the side of his skull like chunky grey leeches. His belt had a large firearms locked to it alongside a very large hand weapon that look like a sword and chainsaw ran really fast into one another, the strange 'chain-sword' appearing it would take two or three ponies to just lift it off the ground.

"U-uhm...yes?" Fluttershy asked, the small and simple question the only thing that could be pulled from her shaken mind.

"You are the occupants of this settlement?" The large creature boomed, his voice akin to the roar of a lion.

"U-uh, w-well you mean p-ponies?...Um, I guess so." The timid pegasus replied.

"You sound unsure." The alien boomed again, his voice holding a slight agitation to it.

"Oh, I'm sorry. Yes, we are. I am. I mean...uh, yes."

"The administrator of this land is presently available?" Fluttershy struggled to figure out what the being was trying to say, it sounded like it was asking her something.

"Uh, w-well, I guess that would be me. Partly at least." Twilight perked up as she gingerly walked over to join Fluttershy.

"You hold a degree of authority over these earth?" The creatures asked again, his attention now firmly fixed upon the princess with an intensity that almost had a direct pressure to it.

"I do. Well, I did." Twilight said somberly.

"Your tone is connected to the presence of these miscreants I take it?" The giant growled.

"Yeah, you could say that. Actually, what am I saying? Yes, of course it is!" Twilight blurted, causing the large alien to cock his head to the side in an almost primal manner.

Well, sounds like you gave them a good old flank kickiiiiIIIIIII-!" Twilights' tone turned to an almost sub-sonic squeal as her gaze rested upon the carnage that had occurred outside. Fluttershy, also seeing the terrifying display after wondering what Twilight had seen, spun about to slam her back against a wooden beam of Sugarcube Corners' interior.

"What? What is it?" Pinkie asked as she scooted off the table she sat on and bouncily trotted over to the door to see what had happened only to have Fluttershy tackle her to the ground, ending up in a slightly awkward position.

"Don't-move!" Fluttershy rasped with wide eyes and tiny pupils staring into Pinkies'.

"Okay!" Pinkie replied gleefully.

"Sorry, uh, sir? What's you're name?" Twilight asked after regaining her composure and legendarily returning the contents of her stomach from her throat back to where it belonged.

"Captain Viktur, Sacrificors Space Marine chapter, third company." Viktur replied.

"I am Princess Twilight Sparkle, the former bearer of the element of magic." Twilight replied, the entire sentence receiving a confused frown from the captain.

"Many questions remain between us, I am sure. Is there a more secure portion of this settlement we can return to to further discuss our queries?" The 'space marine' asked.

"Oh, well can't say we have any stone fortresses lying around. But we were going to make a break for my library once the fighting died down, we have friends waiting there for us."

"Good. They offer themselves as your council?"

"Yes, definitely." Assured Twilight.

"Very well. We make for the library. Stay low and hidden, try to cloud your senses with concentration on your destination. We can ill afford one of your number being gripped by the sights that might lay before you."