Occasionally, I make some changes to previous chapters to take care of inconsistencies or plot-holes. There isn't a central plot in this fanfic so it's not a big problem :)

Once again: I own nothing. So if anyone wants to use any of the ideas in this fanfic for your story, go ahead, but be sure to send me a link to your story :D

For the 3rd faction, I went through an interesting brainstorm:

initially I intended the Spacers to be a Cyberpunk themed side branch of Humanity, hiding in suspended animation since the end of the Dark Age of Technology ( a bit like the Spacers in Isaac Asimov's novels ), but there's already so many branches of humanity in WH40k, it'll be hard to make the Spacers look unique, no matter how awesome DAoT technology is.

Then I remembered how much the Dune Series has influenced the look and feel of the WH40k Imperium, ( e.g lasguns, God Emperor, Navigators, anti-AI etc ) and how much the WH40k Enslavers resemble Final Stage Space Guild Navigators in appearance.

And like the Enslavers who feed on the psychic energy of mortals, the Machines in the Matrix sustain themselves on the life force of humans. Which brings us back to Cyberpunk, and suspended animation :D

So here goes:


Conversation between Captain Shin ( normal font ) with the Dreamweaver ( bold )

Location: Somewhere aboard the galactic trading vessel Miska, cruising at the edge of the galaxy

Time: Right after the Great Fall, 25xxx ad

Is this real, or is this another virtual reality ?

The purpose of the Dream is to minimize the trauma to your minds. There is no more programming beyond that.

So what is really going on out there ?

The whole galaxy is in turmoil, but you and your friends are safe.

What were those things … ?


Demons ? As in … from Hell ?

From the Warp.

The Warp … those Warp anomalies we were getting … what caused them ?

The Eldar.

What ?

The greatest tear in the fabric of reality occurred in the Eldar's domain. A great Warp entity is draining the Eldar of their souls.

Alyn …

can still be saved.

How do you know all this ? What are you ? What do you want with us ?

We came to this galaxy millions of years ago, from a place far, far away. We need you for our survival, just as you now need us.

I … am glad that you saved us … but I can't let you put us to sleep just like that. I need to … please … I need to know exactly what is going on.

You can go back home, but the future for you will be grim. There will be constant war between every race, fought in the name of oppressive theocratic regimes. An inter-species relationship like the one between you and your Alyn will be impossible. I can show you.

… that … that's … even if that's true … how will you help us ? and what's the catch ? there must be a catch.

Indeed. We will take specimens from among you, for our experiments. In the process, your descendents will be sheltered, and improved … here, see …

What experiments ?

Since not long after the Old Ones were gone, we have been trying to engineer the perfect host, which will provide us with endless sustenance. You are just one of several raw materials we have collected for that project.

Host ? Sustenance ? … I see, so that's the catch.


What happened to these Old Ones you were talking about?

( silence )

You killed them didn't you ?

We regret it.

You were just like the Daemons.

Incorrect. We evolved as a species, just like you.

And you're now treating us the same way we treat our cattle ?

Do you talk to your cattle ?

What's stopping you from just Enslaving us ?

We can, but we will not. We need an abundance of healthy minds.

Will we forget everything ? Where we came from ? What we were ?

You will be prepared. Now go back to sleep.

Wait ! I still have a lot of qu-

Rest. When you wake up, you will see for yourself …


Time: 40xxx ad

For thousands of years, the Deep Space Wanderers ( or Spacers, for short ) have been travelling across the galaxy, searching for their own origins, and running from the Enslavers.

For thousands of years even before that, the Spacers had been living in The Dream, a vast and complex virtual reality simulation created by the Enslavers, until a fault in the simulation allowed the Spacers to escape into the real world and proceed to free their brethren, with the help of some sympathetic Psyren ( the species of psychic parasites to which the Enslavers belong ).

The Spacers remember only vague and confusing images of what occurred before their imprisonment by the Enslavers, but those are enough to suggest that there's more to their history than what the Psyren are willing to tell them.

Taking a few Psyren as "hostages" ( mostly Psyren who willingly helped the Spacers in their escape, and tagged along to fulfill their own agendas ), the now awakened Spacers took over a few of the Psyren's spherical star-ships ( actually constructed from wreckage drifting past the Psyren's isolated abodes at the edges of the galaxy, and covered in the Psyren's Warped Flesh technology ) and set out to find a safe haven for themselves.

In the Milky Way of the 41st Millenium, there is no true safe haven. There is only war.


The Spacers had been genetically modified by the Psyren, into the perfect hosts for the latter, who feed on the psychic energies of sentient life forms.

In the process, the Spacers themselves have become powerful psychics. Those organs that have little to do with psionics are still retained, but weakened ( due to inactivity ).

In appearance, a Spacer resembles a humanoid child ( 6 year old human ), but scaled up in size to have the same body mass as an adult human, with skin colour ranging from dark red-brown to ash grey.

The braincase is enlarged and slightly elongated, like a Tyranid Zoanthrope, with a bunch of thin tentacles ( like the cables plugged behind a computer hub ) extending out from under the back. At the front is what appears to be a baby-face, albeit one with a disturbingly serious or mischievous expression when the Spacer is awake, and its nose is so small it cannot be seen from afar. The large eyes are usually half-closed, in a confident stare. The sclera and irises are the colour of the night sky, while the pupils glow phosphorescent blue-white. When the Spacer is angered, or concentrating on a psychic ability, the whole eye glows white. Sometimes tiny spots in the middle of the forehead also glow faintly, giving the impression of additional eyes.

Concealed by its innocent-looking lips are rows of small triangular teeth. A Spacer rarely eats. When it is really hungry and no other food is available, it bites through the skin of a prey ( killed or stunned by a mind-bullet ) and sucks out the latter's body fluids ( plus psychic energy ). If the prey dies in the feeding process, its soul, together with the prey's memories, is absorbed by the Spacer. Soul-Draining is very addicting. Some Spacers take this as a sign that their species may be becoming more and more like the Psyren ...

Or that they are actually related to the Psyren, which may explain their inability to find their supposed "Homeworld" anywhere in the galaxy, except for the dark outposts created by the Psyren.

A line of six spiracles runs down each side of its ribcage, like the gill openings of a hagfish or lamprey.

Its slender limbs are still functional, and end in webbed hands and feet.

The Spacer spends most of its life in a clear fluid medium ( e.g water ), but it can still survive in air.

The Spacers are apparently hermaphroditic, and even they themselves are unsure of how they reproduce naturally. Cloning is the most common method. They make up for their slow population growth with their extraordinary intelligence, psychic power, and the use of AI-controlled droids to do their work for them.

Spacers also augment their originally frail bodies with special implants, so that practically every Spacer is a cyborg.

( "So do they have boobs ?" … well, this time it's up to your imagination ;)

( For convenience, from here on I'll refer to an individual Spacer as "she", to further emphasize the "serious baby-face" features, and also because there's too many writers referring to an asexual/hermaphroditic character as "he". )


Some Psyren have tagged along with the Spacers in their Space-Spheres. Their motives vary. Some want to collect more specimens for the Psyrens' experiments. Some want to keep the Spacers out of trouble. Others just want to have fun.

Originally the Enslavers were the top predators in the galaxy ( other than the C'tan ), moving freely through the Warp, possessing the bodies of Psykers, turning the latter into Living Portals through which more Enslavers could emerge into the Immaterium and feed on the psychic energy of sentient organisms.

However, unlike the Daemons that came later, the Enslavers did not multiply just by taking souls. Overtime, the power of Chaos, fed by the deceit, rage, despair and lust of mortals, became so strong that the Immaterium became unsafe for even the Psyren to travel through without proper equiptment. The Psyren moved into the Materium and took refuge in dark isolated regions of the galaxy, surviving by preying on the occasional fleet of mortal explorers travelling through these regions.

( There is a page about Enslavers on the Lexicanum, so I don't have to describe its appearance to you :)

Both the Spacers and Psyren are powerful Psychics. However, the Psyren's telepathy can affect any mind, whether it is organic, electronic, Psyker, Blank etc.

Also, the Psyren are immune to possession or mind-control ( being Warp-based entities themselves ), while the Spacers are susceptible ( especially to possession by Psyren ).


Most of the Spacer's technology is inherited ( or stolen ) from the Psyren. In the 41st millennium the Spacers have the most advanced Information Technology in the galaxy.

Quantum Entanglement ( This is actually a real-life Physics phenomenon ):

The Psyrens' desire to engineer the perfect host, also led them to investigate the nature of their own existence, and the relationship between the Warp and the Materium. In the process, the Psyren discovered several important facts about the universe, including the fact that two bits of matter, even if separated by vast distances, are still connected, instantaneously transferring information between them without any detectable medium. The Psyren used this knowledge to enhance their own psychic ability, allowing the latter to affect minds usually protected from Warp influence. The Spacers use this principle to communicate with each other without any fear of having anyone else intercepting and decrypting their signals. On the other hand, since this is a cosmic principle that affects all matter, the Spacers can use it to remotely hack into a system ( e.g an enemy ship's computers ) while the target's operators ( e.g the ship's crew ) have no idea what is going on.

The Inner Dream (Think that democracy cannot be grim-dark ? Think again … ) :

Inspired by the Dream, and using quantum physical principles, the Spacers have created a telepathic "Internet". Accessing this Psykerspace through an implant in her head, a Spacer, no matter where she is physically, can share information, draw complicated simulations, and discuss important matters with other Spacers, giving outsiders an impression of a very powerful collective consciousness, which acts to protect individual Spacers from external psychic attack ( e.g daemonic possession ). Only the Psyren can break into the Inner Dream as if they were already a part of it. When a Spacer dies ( they do not age so they only die of murder or accident ), a part of her consciousness remains in the Inner Dream as a Ghost, which can communicate with other Spacers, but can no longer experience or interfere in the physical realm, unless transferred into a new C-Shell.

Warped Flesh:

The reverse of the Warp Flesh seen around Chaos tainted contraptions. Instead of mechanical structures taking on an organic appearance under the influence of the Immaterium, Warped Flesh consist of living tissue grossly mutated, to take on functions usually performed by mechanical and electronic parts. Gives Spacer technology its characteristic appearance and ability to regenerate itself. Originally, the Enslavers turned live victims into structures of Warped Flesh ( e.g the Living Portals ). The Spacers make use of any organic material they find ( e.g algae, moss, bacteria, fungi etc ) This is slower, but causes less suffering. Warped Flesh can also be used to take over enemy machines or facilities by growing over and into them. Like Wraithbone, Warped Flesh is psychoactive. Unlike Wraithbone, Warped Flesh is not infinitely malleable. ( i.e you can't form Death Spinner ammunition out of Warped Flesh ) It is still malleable enough to be grown into environmental suits, tools, weapons etc. Bigger structures like vehicles and ships are made of inorganic parts ( e.g frame, hull, etc ) connected by layers of Warped Flesh.


An artificial body made of a combination of cloned Spacer tissue and Warped Flesh, similar in general appearance to a living Spacer. When a Ghost takes over a C-Shell ( alright, another blatant anime reference XP ), it can once again experience the physical realm. Its psychic powers are diminished, but it is physically stronger and faster than living Spacers. When its C-Shell dies, the Ghost returns to the Inner Dream, with part of its memories and personality gone ( i.e still a Ghost, but less whole ). Thus even though the Inner Dream gives the Spacers virtual immortality, they still fear death to some extent.

Biomech droids

AI-controlled robots which come in all shapes and sizes. Captured from ships which have been straying into Enslaver territory since a long time ago, and psychically reprogrammed by the Psyren ( and later by the Spacers ). Covered in Warped Flesh, giving them the ability to heal themselves ( and apply Warped Flesh on the facilities/transports they are constructing ).


Warp-capable World-ships constructed of wreckages of ships collected by the Psyren and "glued" together using Warped Flesh. Can be as big as moons. Also appear as normal moons to outsiders. Can assimilate more ships into itself, or split up into smaller spheres.

The Shroud:

A psycho-active, completely black mist that hangs over certain Spacer structures and units, a side effect of the Psyren and Spacers' manipulation of Quantum Physical effects, just as Chaos energies manifest as coloured ( usually scarlet ) flames. Conceals a Spacer fleet against the blackness of space. Can also be altered to create some illusions ( e.g changing the appearance of Spacer units, or projecting a Virtual Reality simulation into the Materium itself ), or defend against psychic assaults ( e.g from Daemons when travelling through the Warp ). Believed to represent the original appearance of the Warp, before the rise of Chaos.


The Spacers' psychic abilities are so highly developed that every Spacer is practically clairvoyant to a certain degree. Some are skilled enough to predict the best path to be taken by a vessel through the Warp towards a certain destination, and steer the craft accordingly.


Look up H.R Giger's artwork, that is what Warped Flesh looks like :)

Other than that, Spacer structures, vehicles and ships resemble the creatures living on Earth's deep dark seabed: Sickly grey, red-brown, black, ghostly white, or colourless, with a faint iridescent sheen on the surface.

Some have rows of spiracles, tentacles, and glassy black eyes, or dots that glow a bioluminescent red, purple or blue, like stars through the darkness cast by the Shroud.

The surface of a Space-sphere just resembles the sea-bed itself :)


Despite their impressive Lovecraftian look and feel, the Spacers themselves do not know much about the other WH40k factions. Thus they are both curious and wary.

The Spacers' greatest enemies are Chaos daemons, since the latter always attack and attempt to take over their bodies. The presence of Chaos also significantly screws up the Spacers' navigation through the Warp. Any Chaos cult that the Spacers encounter are slaughtered, the taint of Chaos swept away using the Shroud. Lone Space-spheres avoid the major Chaos Legions. When a group of Space-Spheres finds a Chaos stronghold, all-out war erupts between them.

The Spacers also hate the Necrons and Tyranids for wiping out the biospheres on entire planets, thus disrupting the Spacers' search for a homeworld. ( Then again, which WH40k faction doesn't hate them ? -,- ) They secretly join in any fight against the Necrons or Tyranids.

The only people who seem to know about the Spacers' true origins, are Eldar. The latter view the Spacers with contempt, as if the Spacers were some kind of illegitimate child. Apparently the Farseers have seen visions of the Spacers' own history, but the revelations were so complicated and shocking that they never openly revealed the whole story to anyone.

No major hostility has arisen between the Spacers and other factions, since the Spacers rarely settle on any world, and always try to remain hidden.

Initially the Spacers managed to raid and assimilate convoys from other factions to expand their own fleet, while disguising their Space-spheres as Space-Hulks. When an Imperial or Tau investigator did see the true appearance of the Space-spheres, he or she was immediately hunted down and Soul-Drained by the Spacers or Psyren. His or her headquarters were also hacked into and all the information pulled out.

However, both Imperial and Tau authorities eventually do realize that something is wrong, and both empires have sent out task forces to seek out this mysterious party that has been responsible for their ships and facilities suddenly blacking out.

What will happen when they do find the Spacers ?

Will the Spacers ever find the Homeworld they are looking for ?

Hmm … I sense a spin-off coming :) … but I still have to finish writing Awakening XP … sigh …

Also check out God of Death, an awesome Warhammer-Warcraft crossover by Tyrant of the East.

Tyrant was of the opinion that Imperial technology cannot be hacked into because the Machine Spirits are too strong.

Makes sense, but every faction has to have some unique ability right ? so why not a faction that can do what no other party can: hijack the Machine Spirits ;)

Have good day/night :D