Sleep. Sleep did not come easy to anyone on the Starlight anymore, and especially not to its captain, Commander Aaron Forrest. The thirty-year old officer was barely able to stay upright in his seat, rubbing his tired eyes with one hand, while the other gripped a cold cup of coffee like an anchor. His bridge crew moved about as quickly as they could, checking charts and redoubts as they prepared to exit the wormhole, but the fatigue of nearly twenty-hour shifts was hitting them hard.

“Five minutes to wormhole exit.”

Aaron let out a breath at the metallic voice of the ship’s AI, raising his bloodshot eyes to scan about the bridge. The Shield console was draped in a tarp; not one wished to talk about Ensign Umara. Her burial would take place once they landed. If they found a suitable world, that is. Aaron’s second, Lt. Commander Jeremy Winters, looked up from his position at the Sensor console, a small sigh coming from the young officer. He would not meet Aaron’s eyes. Few of the officers would, after the Exodus.

“How are the refugees?” he asked the crew behind him, taking a long drag afterwards on his cold coffee.

“Stasis pods are going steady, sir,” an ensign replied softly, eyes downcast, “All thirty-four hundred life signs.”

Thirty-four hundred life signs. Thirty-four hundred survivors of a race that had numbered in the billions, last census. It left a bitter taste in Aaron’s mouth. That or the coffee. He swished the coffee in the cup for a moment before gingerly setting the cup on the floor, and getting to his feet. His uniform, a dark blue suit with several small gold bars across the lapels, was crisp from sitting in the same position for so long, and had several damp spots from sweat. Aaron wrinkled his nose. He’d need to change once the ship was safely out of transit.

“One minute to wormhole exit.”

Aaron’s fingers tapped a control on his chair, and the ship’s PA dinged as it turned on.

“Attention all crew. We are preparing to exit the wormhole into unknown space. Stay at your battlestations.”

Not that they would be anywhere else. The ship had been at battlestations since they entered the wormhole, in case any of the enemy managed to follow them through. The enemy… a nice, safe word. Impersonal. It did not have to describe the monstrous, cannibalistic alien species that had wiped humanity out. It did not bring up the utter, alien intellect in their dark eyes when they hunted, or the mocking laughter when they closed in on prey. The horrible sounds of rending flesh and bone and-

The lurch of wormhole exit caught Aaron by surprise, and he grabbed the bars in front of the captain’s chair as he stumbled forward. The viewport dulled quickly as the wormhole transit shield lowered… only to quickly fill with the bulk of a blue-green world straight ahead. Pandemonium reigned in an instant.

“Weapons are down!” thundered Ensign Richards, a broad-shouldered young man fresh out of the academy, inexperience showing in his wide, frightened eyes.

“Engines?” Aaron snapped off to one side, staring straight ahead at the gem of a world.

“Sublights are down, captain,” replied the calmer voice of the veteran Lt. Anna Briggs, “Thrusters are functional.”

“Pilot, extend glide fans,” Aaron instructed, “Looks like we’re going in. Get us down in one piece, Williams.”

“Can do, Captain!”

Pilot Sera Williams was probably the one person on the Starlight who had managed to take all of Exodus and subsequent chaos completely in stride, not letting any of it break her confident smirk and attitude. Leaning back in her specially molded chair, she began to turn the ship into a proper re-enter position, lithe fingers dancing over the holographic controls. The cruiser-turned-colony ship was cigar-shaped, two large fins spreading out as it reentered the atmosphere; all major weapon systems were retracted on their rails, and power was dumped to the forward deflectors. Shields would have been better, but… those were very much disabled.

“Switch cameras to the nose. We need to see where we’re coming down. Everyone, sit down. Buckle in.”

Aaron sat down himself as the crew followed suit, all eyes quickly drawn back to the screen as the cameras switched. At first, it was all fire billowing around the deflectors. As that faded, the blue of a wide ocean came into view. Aaron smiled faintly to himself. The science crew was no doubt watching this, and wetting themselves in joy. Liquid water was a rarity in the galaxy, especially surface water; it was one of the prerequisites for a good colony world. Seconds went by, and green land came into view.

“Atmospheric scans?”

Winters didn’t look up from his console, fingers flying over the controls.

“Breathable, higher than normal oxygen but not too bad. Gravity is a bit lower as well.”

Well that was good, at least. Some of the tension went out of Aaron… then rocketed back full force as the cameras rocketed over a patch of white ground.

“Freeze that image!’ he snarled, panic coloring his tone, “P-put it on the main viewer.”

Two dozen eyes stared up in horror as the admittedly blurry image came into focus. Buildings, spires really. Six of them, jutting high into the sky, built with skill. With intelligent design. Aliens.

*************************

Damn spiders. Celestially-damned, fucking… spiders! Rainbow Dash’s tears stained her muzzle as she stared out at the wreckage of Ponyville. Webs covered every surface, as did the spiders’ eggsacks. They had laid those right next to the bundles of silk that were Ponyville’s residents. Soon to be spider lunch.

“Come now, little pony, don’t cry.”

The voice was thin and whispery, wholly unlike the bloated body it came from. The black widow smirked as she climbed down the webs, spinnerets spraying raw silk over Dash’s spread-eagled limbs and wings. Like they weren’t tied down enough.

“You should be happy,” she continued, voice holding a mocking edge, “You get to see your friends nourish our young!”

“Buck you!” Dash snapped back, tears flowing even harder as rage and utter despair tore at her heart.

She had failed them. All of them! The ponies of Ponyville, her friends… They were going to a spider’s dinner, and it was- The trail of despair was paused by a loud sonic boom overhead, and Dash jerked her head up quickly, hope spreading across her face. Other pegasi? Had the Guard come, or better yet, Celestia? A large shadow quickly appeared behind the wild clouds from the Everfree… only to shatter them with a roar, smoke trailing behind a massive…

“Holy Celestia,” Dash breathed, eyes wide at the sight of the skyscraper-sized machine as it plummeted through the atmosphere.

It looked like a giant metal scroll tube, with two fins protruding from its side. And it was getting quite close to the town… With a crashing roar, the machine slammed into the ground, dirt flinging itself skyward. Vaguely, Dash found herself hoping that it hadn’t crushed Applejack’s orchard, seconds before the web gave a violent tremor. Blearily, the trapped pegasus looked up; the web was secured between a pair of buildings, both of which were cracking along the edges. A piece of sharp slate suddenly skittered down the rooftop, slicing through the silken strands.

Vertigo took hold for only a moment; even tied up, Rainbow Dash was an experienced flier and a member of the Wonderbolts Reserve. She landed with a grunt, part of the strands breaking on the sharp, broken stones of the pavement. This… this was her chance. With a snarl, Rainbow darted her head down, biting and tearing at the spider silk with all of her strength. For most ponies, this would have been a losing affair, but pegasi teeth had small serrations for eating fish, the main source of their protein needs, and Dash quickly managed to free her forehooves.

The spider had collapsed with her web, screeching in surprise and pain as she tried to right herself- the sharp slate had slashed two of her eight legs clean off, leaving her off balance and in a great deal of pain. She snarled and chittered as she struggled back to her limbs; mandibles parting in anger when she saw her egg sack crushed by the fallen slate tiles. Damnit! A whole mating period wasted! At least she could drain the magic out of that snarky pegasus.

With a grunt, she turned her thick body around… and came face to face with a very angry, very-much-free cyan pegasus. A small, partly-insane smile crept up the pony’s face… and she pounced.

*********************

“Damage report!” Aaron croaked out, coughing and stumbling off to help one of the ensigns douse a fire from a fallen panel.

The bridge was an utter mess; the impact had broken through the forward deflectors, shattering the nose and sending electrical feedback blasting through control consoles. Several ensigns had been badly injured, but it did not seem like any had died from the impact.

“A-all deflectors down!” Winters replied, a rag pressed tightly to his forehead, bleary eyes scanning his intact console, “PD up, but forward and aft cannons are down. Life support, functional; sensors-”

“What about the stasis pods?!” Someone shouted, voice in mid-panic.

“Online!”

Thank god. Aaron’s legs nearly gave out in relief at the news. Losing the last shred of humanity to a crash… there would be no recovery for his crew. He was about to order the bridge crew to damage control stations when a klaxon began to wail above their heads.

“Lifeform Breach!” An ensign wailed.

The most feared alarm in the entirety of the Fleet, Lifeform Breach was only ever sounded in the case of boarding. The Enemy had been hulking brutes, loving nothing more than to crash into human vessels and shred the beings within. A cold rage settled over Aaron as past conflicts came flooding back, and he quickly moved to unlock the bridge weapon’s locker.

“Arm up.”

***********************

The textured walls of the Starlight shimmered as the marines of the 1st Assault Company ran down the walkway, completely invisible but for the liquid rolling of their active camouflage. Their boots were quiet- the camouflage dulled any noise coming from its vicinity-, and they said nothing as they moved, even with the soundproofed interior of their helmets. They had far more important things to worry about now than banter. Aliens. They were on a populated world; unknown aliens or not, finding another Enemy… they could not be too careful.  

Something bright ducked down a side hallway, and Staff Sergeant Amelia Vents held up a hand, her squad silently skidding to a halt behind her. With a blink, her lifeform sensor flicked on her HUD; the creature was curled up tightly not to far down the hallway, its life-force seemingly in flux. Wounded? Possibly.

“Stay close,” she whispered over com, already moving forward, X-2 assault weapon leading the way.

The life-scanner got a stronger reading as the squad moved on the creature- it was smaller than Amelia by a good two feet, and no energy signatures belied any weaponry. Not that that mattered- the Enemy had often relied on little more than claw and teeth to get the bloody job done. But what she found was… certainly no Enemy. It was an equine, curled up in a tiny ball of mint-green fur. The flux came from a large open sore on her side, blood and a viscous green fluid weeping from it.

The alien was babbling in a soft, sing-songy voice, and it took a few moments before the helmet’s universal translator to pick it up.

“Pl-please, please d-don’t kill me,” she was whimpering, “I d-don’t wanna d-die, please…”

“S-sarge? What do we do? It’s an alien…”

“Should just kill it, just in case.”

“I dunno, man, it doesn’t look like an enemy…”

“CONTACT!”

Amelia and her squad whipped around; two spider-like creature had shoved their way into the narrow corridor, screeches rolling through helmet like nails on a chalkboard. The screeches had a far worse effect on the wounded equine.

“NO! Nonononono, n-not again!” The creature curled in on itself with a frightened wail, head covered by its small hooves.

The spider-creatures were fast, but could not see the invisible humans blocking their way to their target. Rifle rounds shredded the leader, spraying thick green ichor across the formerly spotless walls, before it collapsing in a lifeless heap. The second had only a few seconds to gape in shock before a burst from Amelia put it down, followed by a second, and third. Just to be sure. The Sergeant spared a look back at her squad, and the now quieted, stunned creature.

“...patch it up, and bring it back to the captain. He’ll want to see this.”

***************************

Rainbow Dash panted heavily as she carefully sliced the last strands binding Pinkie Pie together, tossing the piece of glass aside so she could help her to her hooves. Her hooves were covered in ichor and slime, and several of her primaries had been torn out fighting the spiders, but… she had them. She had her friends again. The spiders had been too busy investigating the crashed… thing, to notice Rainbow freeing her friends. Twilight, though shell-shocked and shaky, had been doing her best to get other ponies off the webs and free. Applejack was quiet and methodical as she helped, but Rainbow could see the horror in her eyes. Surprisingly enough, Rarity seemed to be handling it fairly well, but poor Fluttershy was practically catatonic.

Twilight limped her way over to the quickly growing group, trembling from the exertion of levitating all the cocoons of ponies away from the webs. Dash was practically about to melt in concern for her friend; Twilight’s wings were a mess, sticky with webbing and missing far too many feathers, and a Drainer had fed on her at least once, leaving a sickly green wound on her side. Hesitating for a brief moment, Rainbow moved to give her a gentle nuzzle. The purple alicorn weakly smiled back, leaning into the nuzzle.

“N-now what?” Applejack whispered as she limped over, a few cocoons dragging behind her by a rope, “The spiders’ll be back soon.”

Rarity looked up from comforting Fluttershy, nodding her shorn head slowly, “If we stay here, they’ll simply catch us again. But where can we go?”

Pinkie Pie, looking uncharacteristically somber, sniffled, “Canterlot’s gone… Manehatten…”

“Appaloosa,” Applejack added sadly.

Rainbow opened her mouth, planning to suggest heading west, when a cacophony of noise, almost like loud firecrackers, rose up from the crash-site. Twilight blinked, looking up in surprise.

“That’s too fast to be musket-fire,” she whispered, looking over at Rainbow.

Rainbow nodded, flexing her wings. Stiff and missing some primaries, but she could manage.

“We should check it out,” she added quickly, looking to Applejack and Rarity, “Get all the cocoons to the Acres and we’ll meet you there, okay?”

The farmer and fashionista were both reluctant to leave their friends, but never had much chance to argue, as Dash and Twilight were already flying off to investigate. If it was the Guard, Rainbow reasoned, They’d need to know where to go to find all the other ponies, right?

********************************

Whatever these aliens were, they were no Enemy. X-2’s made short work of the mass of spider-creatures gathered outside, and the point defense cannons obliterated the large, black-widow-colored spider that attempted to come to their aid. To Aaron’s surprise, the little alien, who seemed to call herself Lyra, broke into relieved sobs when the creature finally fell.

“That’s a Drainer,” she explained through the translator software, “They gather all the magic from ponies and bring it to their Queen. It killed so many…”

A brief explanation of their history had been enough for Aaron. It seemed that the natives of this land- ponies- had been recently invaded by a race of spiders, that had caught them unaware. Their army had been broken, and one of their leaders- a princess- had been taken captive, while the other led a resistance against the invaders. Now any ponies caught by the spiders was used as food and a “battery.” Aaron was not entirely sure what Lyra meant by ‘magic,’ but he would let that particular question go, for now. They had bigger concerns.

“Get me a perimeter around the Starlight,” he barked to the marines, whose leaders nodded and began to fan out.

Sandbags and portable metal bunkers were quickly set up around the gangway, though Aaron knew from the damage reports that they had several large breaches throughout the ship, and each would need to secured. Spiders back home could infest a structure quickly, and he imagined these could do the same.

“Sir, contact!”

A glance at his helmet’s HUD confirmed; the marine, a Sergeant Alder, was aiming his X-2 at a pair of staring ponies, though these sported wings, and the violet one seemed to sport a horn much like Lyra’s. The smaller, rainbow-haired pony was standing in front of the violet pony protectively, teeth bared and wings raised. Instinct screamed at Aaron to order Alder to fire, but…

These aren’t the Enemy. They aren’t, Aaron.

“Make no hostile moves, Alder. I’m bringing Lyra in to talk them down.”

Scooping up the surprised pony, who had her wound dressed in a thick bandage, Aaron jogged quickly towards the contact point. He could barely make out the ten camouflaged marines spread out in a ring around the two new ponies; only Alder had made himself visible, his armor a matte black when not in camo mode. The violet pony perked up the second she saw Aaron and his companion.

“Lyra! Are you okay!?” she squeaked out, voice sounding hoarse and scratchy, “Please, whoever you are… w-we mean you no harm, please…”

Aaron studied the creature curiously, eyes taking her in better in person. She and the rainbow pony, much like Lyra, were all very thin, ribs peeking through their matted, filthy fur. Her wings were fluffed and coated in some kind of slime, and her eyes… He set Lyra down carefully, nodding to himself. These ponies weren’t enemies. They were kindred spirits, in nearly every sense.

“My name is Commander Aaron Forrest,” he intoned, doing his best to keep his tired voice steady, “Captain of the Starlight. Whom do I have the pleasure of addressing?”

The violet pony blinked in surprise, most likely at the fluid, mechanical speech of his translator, but seemed to relax. One for protocol, Aaron mused.

“M-my name is Twilight Sparkle, a Princess of Equestria,” she replied, taking a deep breath and extending a wing to her left and right, “This is Rainbow Dash, the Element of Loyalty. And this is Lyra Heartstrings, of the Ponyville Bards.”

Aaron ticked off the titles in his mind. Element of Loyalty had to be some kind of nobility, or apart of this worlds’ military structure. But a Princess… He hadn’t expected an old-school style of leadership, certainly not monarchical, but it was quite likely that this species was pre-Industrial. That would be… bad for repairing the Starlight.

“Please,” Twilight Sparkle whispered, bowing her head, “I’m willing to… draw up whatever kind of treaty you need. Just… help us. The Spiders will be back soon, and we have so many cocooned, and most of those will be wounded…”

They didn’t need to be in another war. Aaron glanced back at the quickly forming operations center, and suppressed a sigh. His people had been fighting a war since the day they were born, growing up to fight the Enemy in bloody, fruitless waves. Surely they deserved rest. Surely the six thousand souls aboard his broken ship had given enough. But looking back at the ponies… Their town was in ruins. Most of the buildings were collapsing, and fires raged among some. Cocoons hung from webs, and pieces and bits of pony and spider corpses could be seen scattered around. If the situations were reversed…

Aaron sighed.

“This is Commander Forrest. All teams, begin S&R operations.”