Herds of Chaos

I don't own MLP

Summary: Over a millennium ago, Discord made a deal with ponykind: power and immortality for eternal servitude. With both him slain by the Beast of Order and Luna captured long ago, the herds are on the march again. Meanwhile, Twilight Sparksworn is sent to search for clues to Luna's location, guided by the Spirit of Discord. Dark, War, Meat-Eating ponies. Inspired by Total War Warhammer

Regular Speak

Thoughts and Flashbacks

Demonic or Animalistic Speak

Demonic or Animalistic Thoughts

Beta: Dragon_Wizard91

Long ago, in the cold and cruel lands of Equus, Ponykind was like a flickering candle. From all sides, they were besieged by terrible forces. Windigos, ghostly creatures of winter, buried them in bitter snow and starved their crops. Griffons from the east raided their skies and lands for what was left. Diamond dogs crept in the caves and underground, snatching any foolish enough to be caught by them. The mighty dragons, the worst of these many enemies, delighted in ruining the villages and lives of such weaklings with their fire and strength. And all manner of wild beasts roamed the lands, ready to feast upon pony flesh: Manticores, Ursa Majors, Hydras, Quarry Eels.

And even worse things were whispered in fear: A shadow in the north, ponies acting strange before going missing in the south, hybrid raiders from unknown lands. The list of things for ponies to fear seemed never ending.

Even the Alicorns, two immortal ponies that ascended to become the perfected amalgamation of the three races, were unable to protect their kind from such darkness.

Then, in the darkest days of ponykind, He arrived.

Discord the Draconequus, God of Chaos, came before ponykind with an offer.

He would deliver them from fear and suffering, from their weakness. He offered them the power Chaos could grant them, freedom from their own frailty and above all else...Immortality. The price was simple: Eternal Servitude, to him and him alone.

The Alicorns and other leaders of ponykind looked upon the tribes: Trembling, fearful, sickly, desperate, hopeless.

It was an easy choice.

With Chaos running through their veins, Ponykind became the Great Herd of Chaos. No longer were they prey, but predators. No longer were they weak, but strong. No longer were they fearful, but feared.

With their God and Master at their side, they rode forth and ravaged the lands for two hundred years. They struck down Griffons and feasted upon their flesh, gutted dragons and made armor from their hides, tamed and corrupted the wild beasts and drove out the Windigos with their chaotic magic.

Then doom came once more for Ponykind. The Beast of Order had arrived, a creature indifferent to the woes of all races, only to the presence of Chaos. With it came a united army of Dragons, Griffons, Diamond Dogs, and other races. As they besieged the lesser herds across the realm, the Beast hunted until Discord himself finally did battle with it, with the Alicorns at his side. For ten days and nights, the Titans did battle.

When it was all over, Discord, Savior of Ponykind, had been slain. The Beast of Order lurked back into hiding, licking its new wounds…Discord's magic ensured they'd never heal entirely. The younger Alicorn had been taken by the enemy and not seen since. The elder remained, with great injuries, which would take centuries to heal completely.

And yet, Ponykind did not despair. Instead, hatred filled their hearts; Hatred for the Beast and the races that it protected. And determination funneled that hatred to one goal.

With the Spirit of Discord guiding us, we will one day reclaim our lost sister! We will slay the Beast of Order! We will restore our God to his true power!

And Chaos Shall Reign Once More!

Fort Counters

A small outpost on the edge of the civilized world, the farthest settlement into the Herdlands anyone had dared to make. Situated on the eastern side of the Neighing River, it was surrounded by open plains on three sides of its outer limits. The western wall faced the river, along with the dark forest beyond its shores. A mere two hundred griffons guarded this fort of the Griffon Empire with only a couple of barracks, a dining hall, an armory, blacksmith and a few little other necessities.

"You'd think the Nestlords would invest more in this dump," A griffon soldier commented distastefully as he looked out to the forest from the rampart. Like most of his brothers-in-talons, he was clad in silvery armor, with a pistol in a strap under one wing and a broadsword upon his back, "We don't even have plucking cannons."

"You must be new around here, boy," A fellow griffon answered hoarsely, sitting on his haunches, resting his back and head against one of the battlements. He was older, wearing a dark cloak instead of armor and holding a long-barreled firearm in his talons.

"Are you a scout?" The swordsgrif asked with a raised eyebrow.

"Are you a Broadbastard?" The retort came with a glance at the sword.

"Garet Razoraw. Cadet Officer, formerly of the First Kizert Greatsword Regiment, Third Legion," Garet affirmed in greeting.

"I'd rather be light and fast if I have a fly in with those ponies," The rifle-griffon answered dryly as he smirked as the younger soldier, "Barson Underclaw, formerly Second-in-Command of the Eighth Longbarrel Battalion, Eighth Legion," he returned with a nod, "Hikeland, you?"

"Taliron," Garet answered grimly.

"Nice place I heard," Barson mused, clearly uninterested, "Had any practice with that?" He inquired, nodding to the pistol. Firearms were a bit rare, given only to two types of soldiers: Officers and the ones who definitely knew how to use them.

"Haven't had much chance. I got shipped off here with it right after my "promotion" to cadet officer. They said it was for experience," Garet explained, his tone turning dry as dry as Barson's had been.

"I doubt that. Somegrif probably just wanted you out of the way for a while," Barson commented with a hum, "The Nestlords are too busy squabbling over who is going to be the new Emperor. One of them wouldn't dare waste their time on this little hole and give the other lords an edge; especially with Talongrad a day's fly away."

"They don't think the ponies are still a threat?" Garet asked with a scowl.

"Maybe, maybe not. For the better half of a thousand years, we've only seen Low Herds come out of the Herdlands. Meanwhile, the Changeling and the Shades are giving us all kinds of grief. And the Diamond Dogs and Dragons aren't always the most steadfast of allies," Barson elaborated with a sigh as he stood up and looked over the battlements. He stared at a mountain in the far distance, looming ominously like a dagger on the horizon, "Mount Canter. They say that's where it happened, where the ponies made a dark deal with their god...and that the Scorcheress is there, licking her wounds, waiting for the day to burn the world once more."

"Do you really believe that?" Garet asked, skeptical yet curiously.

"Better up there in some cave than down here with us," Barson grumbled, "...You fought ponies before?"

"Haven't had the pleasure. Brutelings, Mad Drakelings and the like were more plentiful where I was stationed last," Garet explained.

"Nothing quite compares to ponies though. They can have a horn, they can have wings or they might have neither but the one thing that never changes? Give a pony a chance and it'll eat your throat out, watching you die as they eat you alive," He warned ominously, "Unless they want you alive, that is."

*HOOOOOOWL!*

"What was that?!" Garet demanded in alarm, gripping his sword.

"Timberwolf, probably. If you see one, don't shoot- not worth the bullet," Barson explained calmly, "Just settle down. They sent me out here while my wing is "technically" still on recovery," He added in, flexing both wings to emphasis their health, "Keep your beak down, stay alive and you'll be out of here in a month or two."

Garet hesitated before releasing his sword, "...Thank you, Barson," He acknowledged with a nod.

"No problem, Cadet. The first night or two are always the hardest here," Barson assured, pulling his cloak back up.

"...You're not even on watch duty, are you?" Garet realized with a smirk.

"Nope. Somehow pep talking newbies became my job," Barson answered with a chuckle as he headed down the ramp.

His pace slowed to a halt roughly halfway down as the sheer silence of the fort hit him. There was nothing but the gentle breeze on the air, darkness fading from the sky as the sun prepared to rise. Some of the snoring was faint behind the walls, the low cackling of fire, and...the lack of hushed chatter, the absence of claws against stone. His green eyes trailed across the ramparts, unable to see anything until he looked at the one in front of him. There, hanging over the edge of the walk way was a limp griffon claw.

*BOOM!*

His body went stock still as something fell in front of him.

It was loosely clad in the leather of some scaly hide, hydra by the look of it, which covered the barrel and legs along with the edges of the wings. The hooves had sharp indents along the front edges, to give them cutting potential. The coat was grey and the black wings were like a bat's. A maw filled with needle-like teeth. A bullet in its head as lifeless golden eyes stared up at him.

The hyper awareness left in the same instance it came, leaving only a ringing in his ears as he snapped his head around, seeing Garet holding a smoking pistol, "...Nice shot," Barson complimented evenly, before pulling out his Longbarrel with practiced speed, shooting at Garet...

Or rather, the pony sneaking up behind him, making it collapse, dead, "We're even," Barson commented as he strode back up the ramp.

"Ponies, I take it?" Garet asked, only slightly surprised from having a gun pointed at him.

"Yeah. Thestrals, Nightcrawlers," Barson answered with a grunt, "Sneaky arses, took out the rest of the grifs on the wall. And I doubt these are it," He explained as the base started to come alive, griffons rushing out of the barracks to investigate, "THRESTRALS! NIGHTCRAWLERS IN THE FORT!" Barson yelled down, the commotion growing louder as the soldiers stated donning their armor and weapons or headed to the armory to acquire them.

"Underclaw, what happened?!" The commander demanded as he flew up to near their level, his status denoted by the bright faux-feathers up the middle of his helmet, "Where are the rest of the night watch?!"

"Dead! Must have done them in at the same time, never even heard a chirp!" Barson explained quickly.

"Pluck!" The commander cursed before diving down to set out orders.

"How bad is it?" Garet asked grimly.

Barson didn't answer, he didn't have to.

*BOOOOOOOOM!*

The explosion did that quite brilliantly on its own, the shock wave sending them flying back and slamming them into the battlements.

Garet winced as he pushed himself up, feeling the heat through his helmet. He looked back and saw one of the buildings was in ruins, the remains burning like an inferno. Injured, dead and burning griffons were everywhere. The rest were flying or running about in a panic.

"The gunpowder supply," Barson noted darkly with a grunt, popping his left forelimb back into place, "Of course the little scratchers blew themselves up."

"Not all of them!" Garet notified as he looked over the interior edge, getting Barson's attention. The elder soldier looked down and saw Thestrals moving out of hiding, gathering at the gate to remove the wooden beam keeping its locked.

The two griffons shared only a look, knowing that if the gate wasn't secure then the whole fort would be lost.

Dropping down and using their wings to slow their descent, they swooped down with Garet cutting down one with his two-talon blade. Barson landed on another, pinning it to the ground before sticking a dagger in its skull. Needless to say, they had the attention of the equines, the four ponies at the gate scrambled to try and finish their task while the rest of the infiltrators roared at the two.

Barson raised his Longbarrel and shot one trying to remove the beam, before turning to use the firearm as a shield against the nightcrawler leaping at him with an unearthly screech. He grunted as he was nearly knocked to the ground. Ponies were always stronger than they looked. Holding the Longbarrel with one claw, he snatched the dagger from the corpse under him and jammed it into this one's head, under the chin and into the brain

Garet, meanwhile, held his sword at guard as three charged at him: two from the road and one jumping off a nearby building. He swung and beheaded one of the first two, but the second managed to block with his wing. While not a proper defense, the leather could obviously take a few swings of the sword.

The nightcrawler grinned viciously as the third rammed into the swordgrif and knocking the blade out of his claws. The pony was instantly upon him, teeth chomping towards his throat, the armor being the only thing saving his internal organs from being ripped out. The equine was barely kept at bay by his talon grip on the pony's own throat, too thick to strangle and his own grip not enough to carve through the windpipe. Swinging his hind legs up, his more feline claws managed to make an injury in the pony's underbelly, eliciting a howl.

Barson turned in time to witness said event, picking up the sword. Wielding the large weapon a bit clumsily, he swung it at the unsuspecting pony. He missed the killing blow, but still managed to cut a deep scar over the face and eye. The third thestral took this chance to leap on Barson's back, trying to bite through the cloak and feathers. Barson roared as he dropped the greatsword and tried to shake his foe off. Taking to the air, he slammed his back against the wall and, with a beat of his wings, threw the piggy backer off.

With his own enemy wounded and disoriented, Garet made a grab for his pistol. He pulled it out and shot a nightcrawler in the head- but not the same one, not seeing the injured one anywhere. Not able to pay mind to that for now, he turned to the gate in a mad dash, grabbing his sword as he did. The nightcrawlers, finally getting the beam off the lock, screeched as Garet mercilessly cut them down from behind. The first was taken by surprise, the second didn't have a chance to attack or defend, and the third was blocked by the broad side of the sword before Barson fell behind the pony and snapped its neck.

The two griffon warriors took a breath...which was quickly interrupted by nightcrawlers screeching…along with gunshots and metal cutting into flesh.

Looking down the path to the fort's center, still brightly ablaze, the duo saw three griffons shooting Longbarrels at nightcrawlers on the roofs. One of them caught their gaze and nodded. Another griffon downed a pony in the back with a throwing axe and they were sure they saw some crazy grif actually wresting with one way in the back. Most of the rest were trying to put the fire out with dirt, "...Well, at least the rest of us got our act together," Garet noted with some relief.

"Too little, too late," Barson muttered with a scowl, "Mex, Cruz, Jint! Come help us get the gate locked!" He called urgently. The trio of gunners didn't take more than a second to comply, running toward the pair.

"Anyone seen the commander?!" Garet yelled, straining as they started to put the beam back into place.

"Out cold or dead!" One of the griffon grunted, Mex if he had to guess.

The group of five let out a sigh of relief once they dropped beam in the lock, "That'll buy us a little time, but more are coming," Barson warned, wincing at the bites in his back.

"What makes you so sure this isn't just a raid?" Another asked in confusion.

"You don't open a gate unless you want to let something in," Garet summarized.

"...I'll go keep watch," The first answered grimly, unease all over his face.

"You do that, Jint," Barson acknowledged with a sigh, the adrenaline wearing off as he addressed the third griffon, "Cruz, go find out what we can salvage. And whose tarred and feathered rear is in charge now!"

Cruz just snorted in acknowledgement before heading off, "Get attacked like this often?" Garet asked with a raised eyebrow.

"Raids mainly, and they never get this far under normal circumstances. Someone pulled out a lot of stops tonight," Barson grumbled.

"Morning."

"What?" Barson asked in aggravation and confusion.

"It's morning," Garet explained idly, looking up as the sky, the sky painted a harsh orange color, the only contrast being the black smoke from the fire. He could only imagine how red the sun was.

Barson scowled at the celestial colorings, finding them more ominous than he cared to admit..."What is that?" He asked, seeing something streaking across the sky…several somethings.

"Are those...arrows?" Garet theorized with growing dread.

"...Worse," Barson realized with wide eyes...even as Jint fell from the wall, his head impaled, "Feather-Throwers!" Barson finished angrily, seeing the piece of plumage sticking through the soldier's eye and brain, "Everyone, take cover! The Pegasi are coming!"

The warning came a bit too late, several more griffons felled by the arcs of the magically hardened feathers falling down upon them before they could reach the relative safety behind the buildings.

"Well, this just got wo-*THUNK!*CRACK!*" Mex had started to say, before falling silent at the sound.

"...Mex?" Garet asked in alarm as the griffon went stock still, completely unmoving...before falling forward, a large hole stabbed in his back and through the thick wooden gate.

"...Pluck...," Barson cursed, just as another hole was made by some sort of metal weapon with four pointed metal tips coming from a single spot, "...we're dead," he said, more in resignation than terror.

Garet looked to Barson for a moment before glancing back, feathers still raining down on the fort. Some were unlucky to be hit by feathers that caught fire passing through the flames of the armory. He scowled before his eyes went down to his helmet, lying discarded in the street.

Time seemed to slow as he walked over to it. His ears rang with the whistling of projectiles, the screams of his comrades, the gate breaking as it was rammed and the inferno that signaled the start of this awful event. As he leaned down to pick up the helmet, he became acutely aware of the smells: Fire, blood and death.

It had been a little while since he smelt that, the scent of war.

As he looked at his helmet, he caught something out of the corner of his eye; A nightcrawler, lurking down the alley to his right…the one missing an eye that had tried to eat his throat out. It...he was glaring his one good eye at him, snarling with blood-stained teeth at him. Garet's steel-silver gaze stared back. He could probably kill the stealthy equine before the fort was over run.

But he had better things to do.

Donning his helmet, he sheathed his great sword and his pistol before moving back to Barson, leaning against a building as helplessness set in, "The fort is lost, we need to get out of here," He informed flatly.

"No use, Cadet. The front gate is still locked and we'll be turned into pincushions if we try to go over the walls," Barson refuted with a bitter, empty smile, "Just give up now, maybe take the quick w-" Barson didn't get farther than that, his head suddenly making contact with Garet's helmet, "What the pluck, Razoraw?!" He demanded as the younger officer picked him up by the scruff of his cloak, rearing up on his hind legs and slamming him against the wooden wall to pin him there.

Barson said nothing as Garet glared at him.

"Now listen here, Underclaw. I am going over that wall, I am flying back to Talongrad to get the warning out, and I have no intention of dying today," He stated factually, as if he had no doubt in his mind that he would do just that, "Now, you can join me or you can sit here and join them for dinner," He added on after pointing to the gate, clearly beginning to give under the assault.

He could also idly see that the "weapons" damaging the gate were in fact the ponies wearing helmets covered with long, thick spikes.

"Your choice," Garet said as he released the cloaked griffon and started to take off for the opposite wall.

Barson stared after the retreating back of the cadet officer, likely running to his death. And yet in those eyes, he had seen no fear- and thus, no courage. He saw only the will to fight, the resolve to live and enough determination to keep both going. With a heavy sigh, he got to his feet, "Wervic damn it all," He murmured before running off after the swordgrif. He also snatched up the body of a dead nightcrawler and threw it over his back, hoping it would absorb the incoming feathers.

"Abandon the fort! Over the wall!"

Garet had yelled it once, but who were the ones yelling it afterward was any grif's guess. All Barson knew was that two or three dozen griffons were running or flying up to the front wall, using whatever they could to defend themselves: old barrel lids, what few shields they could find, armor for those that had it and one was even holding up a door.

As Garet reached the battlements and found griffons already jumping over, he looked over his shoulder to see a sight that would be ingrained into his mind forever; The blood red on the horizon, figures galloping out of the forest to cross the river, the distant pegasi looking like a swarm of locusts over the forest, the feathers raining down like the tears of death, the fire lurching from a cave on Mount Canter...the fort of dead or terrified griffon soldiers...

And he swore that he saw a face in the smoke clouds; An equine one, with a snaggle tooth.

Hearing the gate being broken down, he leapt over the edge with the roar of the ponies in his ear.

He landed on the grass below with the other griffons, who were catching their breath, "Everyone, hurry to the forests! Then make for Talongrad!" Garet yelled as they began to run again. There were thin forests down the dirt path that could give them some cover and hiding ability from any pursuers.

At least, that had been the plan, until he found himself thrown back into the wall. He gasped in pain, very sure some ribs were fractured or cracked. He had no idea what happened, just that there had been a flash of light, then...pain

"Hello, boys and girls."

Garet looked up and found his attacker.

It was a pony, a unicorn mare to be exact. Her coat was lavender, the mane and tail being a darker purple that was nearly black, both with an identical stripe through them that was crimson with a fiery edge. Her magenta eyes regarded them with a cold amusement, her sharp teeth were just visible with the way she smiled.

She was clad in black armor, but only the top half of her barrel, her legs and her neck. It didn't look that thick, but it was form fitting and covered in spikes. Her legs guards were curved downward like claws, obviously for a similar use. Her neck guard, on the other claw, had a smaller one pointed up. Except for her underside, where the armor was smooth to avoid self-injury, her barrel armor had hard, curved spikes coating it pointed in nearly every direction. On her back was a mash of larger and thicker spikes, all about half the length of her neck, with the appearance that they had been melted and warped around each other.

And at the front of her armor was the symbol of chaos, the arrows pointed in eight directions, within the likeness of the sun.

"Sparksworn," Garet heard Barson, and others, mutter through gritted beaks.

"I'm Twilight Sparksworn," She introduced herself with false politeness as her horn glowed, several more unicorn mares in similar armor appeared, their eyes all alight with dark intent, "We'll be killing you today."

End of Chapter

Well, there's the first chapter of this very bloody war-fic. And yes, I have turned the harmony-loving ponies of Equestria in Warhammer-esque Chaos Ponies. I got the idea after reading about the Dragon Ogres, who exchanged their eternal servitude as a race for immortality- which lead to several ideas of Discord making that deal to one race or another, but I couldn't resist doing this to the ponies.

This fic is going to be a bit POV hoppy at times. Its usually going to be on Twilight, but it'll change at times to other events.

Well, hope you enjoyed this little AU I'm building, because I really am! Next up you'll get to see Chaos Twilight in action and if Garet survives another day.

PS Not sure if this should be in the Crossovers or not.