Ever wonder what's up There?

Chapter Six
The first casualties

February 19th, 2531
Equestrian star system, Cygnus arm
Town of Ponyville
Commander Michael Preston

The Elite yelled something in his language and charged for the humans, swinging his energy sword and slashing the supports of a market stall in half, prompting the stall to collapse to the ground as the humans opened fire; 7.62 and 12.7mm rounds pinging off his shields. The sounds of combat drove the townsponies away, all of them screaming in terror.

Under their combined fire the Elite's shields began to falter, but before they could kill him he turned invisible and disappeared, stillness returning to the town once again.

Preston removed the empty magazine from his M6G/B and slipped it into a pouch on his holster, knowing he'd be able to refill it later. The Commander then grabbed a fresh magazine and slid it into the grip of the pistol, flicking the slide release which returned the empty weapon to full battery; striker cocked and a round chambered.

"Come on, let's get back to the library, Marines" Preston commanded, running back to the library with the Marines following closely behind.

Quickly reaching the door the Commander walked up to the door, which looked like it had been damaged recently, and kicked it open.

"Preston, I just repaired that door... Whatever, are you guys alright? Thar got mad when Dash mentioned there were humans here and then walked out, stating that he'd find you himself. Is something going on betwe-" Twilight started to say, cut off when the Commander grabbed her by her mane and yanked her into the air, causing the Unicorn to cry out in pain.

"Why in God's name was an Elite here? Were you harboring him? Planning on using him to kill us? ANSWER ME!" Preston bellowed, scaring not only Twilight and her friends but also the Marines.

Twilight hadn't started crying but there were tears streaming out of her eyes; she was scared and confused, and had no idea why the two species were so hostile with each other.

"I...I...I don't know what you're talking about; Thar, the 'Elite', didn't even know you guys were here until Dash mentioned it... What's gonna happen to him now?" Twilight inquired.

Preston released Twilight and she fell unceremoniously to the floor, shakily getting back to her hooves a few seconds later.

"We do what we must; kill him and his allies" Preston answered, turning away from the Unicorn to face MCT-7.

"NO! You can't! Thar is my friend, OUR friend! You CAN'T kill him!" Twilight yelled, making the Commander stop dead in his tracks.

"Oh, I didn't realize. He's your pal, is he? Your chum? Do you have ANY idea what that bastard's 'Covenant' is responsible for?!"* Preston shouted, turning back to face Twilight.

"No... What did they do?"

"For the past six years the Covenant have waged a complete genocide against our species; they have murdered billions and destroyed several planets in their quest to completely eradicate all mankind, and I suspect they will do the same to you" Commander Preston explained.

"That's horrible" the lavender Unicorn lamented, unable to believe such a thing.

"Precisely. For the safety of my men and possibly all of Equestria we must eliminate the Covenant presence here" the Commander stated, turning around once again and getting on the radio. "UNSC Marathon, come in."

"Yes, Commander, how may I be of assistance?" Everlasting Fall responded, his cheery and helpful voice once again indicative of his existence as an AI.

"There is a Covenant presence down here on the planet, please alert all combat personnel and order them to prep all equipment and bring the Marathon down to my position" Preston ordered, setting a digital marker with his data-pad.

"Yes, Commander, we are on the way" Fall stated, the Commander switching the radio off afterward.

"I do hope we're fast enough."

*-*-*

"Hierarch, I have an update about that planet of ponies I informed you about in a previous exchange. Their numbers aren't high and they don't seem like valuable fighters, though some individuals have proved to be tenacious. If we were to absorb them I would recommend we use them as cannon fodder" Thar 'Saramee said to the hologram of the Prophet of Truth and the Prophet of Mercy.

The Prophet of Regret was nowhere to be seen.**

"The information you've provided to us is most appetizing, Shipmaster, and we will take your recommendations into consideration when deciding their place in the Covenant. Prepare the ponies for ascension" Truth commanded.

"But Hierarchs, there is a problem; the ponies have explicitly stated they will refuse absorption. Furthermore they are allied with the humans! I do not know what I should do" Thar confessed.

Truth's expression immediately changed from one of interest to anger. "You have failed, Shipmaster. Our will is very clear: absorption or destruction. It would seem as though instead of converting these ponies you bumbled about like a fool, and allowed them to be brainwashed by the humans. If you wish to keep your spot on the Great Journey you will do what you should have done the moment they refused; destroy them all."

"But Hierarchs, their leader may be connected to the Forerunners themselves! She possesses a chest-piece that sports seven Forerunner glyphs!" Shipmaster 'Saramee protested.

"Imbecile! Do you think a true descendant of the Forerunners would accept the humans with open arms? No, they would've rejected them and done your job for you! I will not repeat myself, Shipmaster; kill them all" Truth exclaimed, his hologram fading before Thar could bow.

Stepping from the comm room 'Saramee returned to the bridge and took his position on the command platform, Rav 'Taramai joining him soon thereafter.

"Excellency, what are your orders?" Rav inquired, coming to a stop a few feet behind the Shipmaster.

Thar sighed, wishing it hadn't come to this; the ponies were interesting creatures to be around, and the Shipmaster had grown to like Twilight Sparkle and her five friends, and now he would be forced to kill them all.

"Move us around the mountain and bring us back to Ponyville, and order a ground invasion when we get there. Perhaps we can capture a few ponies and get them to tell us where any Forerunner artifacts may be at" Thar answered.

As they rounded the mountain and Ponyville became visible in the distance Thar saw a human ship hovering above the quaint hamlet, apparently offloading warriors and supplies for possible defense of the town. The sight of the humans and their influence tainting the ponies made the Shipmaster's temper flare.

I will do as the Hierarchs have ordered, and I will kill every last thing on this planet.

*-*-*

Commander Preston watched the Covenant supercarrier approach the town, the fore plasma projector warming up as plasma collected along the lateral lines.

"Let's hurry up and get this stuff offloaded. Fall, anyway you can leave some subroutines on the Marathon to pilot the craft?" Preston asked.

"Of course, Commander. What is your plan?" the AI asked.

"Sort yourself for a hard transfer but leave the appropriate subroutines to pilot the ship, we might need a distraction later. I'll have one of the Spartans retrieve you" The Commander explained; the Spartans wouldn't be able to utilise the AI but Preston would be able to put his chip in his data-pad.

"Yes, Commander."

Preston made his way across town to city hall where an emergency assembly of the town's entire population of ponies was underway.

"Listen up, everyone! The alien you know as Thar 'Saramee is coming here with his massive space ship and is going to kill everything. I ask that you all gather your necessary belongings and proceed to Ponyville Library for immediate evacuation. Twilight Sparkle will greet you there. Good luck" the Commander stated in address to the crowd. The ponies assuredly had questions but now was not the time to answer them.

A dark shadow fell over Ponyville and there was a tremendous explosion as a plasma beam ripped through the heart of the Marathon, spearing through it cleanly and causing a reaction which made the engines sputter and fail, causing the destroyer to dip down and crash into the Everfree Forest with an earth-shaking intensity.

"Damn it!" Preston yelled, looking over at what had been offloaded from the Marathon; a 150 Marines, including MCT 7, three Spartan-II's, seven M12 LRV Warthogs, and two M808B Scorpion Main Battle Tanks.

It would all be as effective as throwing Milk Duds at a steel wall.

"Is that enough to hold off Thar and his forces?" Rainbow Dash asked as she floated up to the Commander.

"No, but all we need to do is hold the Covenant off until the Pelicans have evacuated all of you from this town" Preston answered, watching a quartet of D77-TC Pelican dropships soar in from the Everfree.

"Is that all of you that made it out?" Preston asked over the radio, patched in with the lead Pelican, Mike-416.

"The other pilots are having a little trouble getting their birds out of the Marathon, Sir. By the time they'll be out Ponyville will be a glowing crater" the female pilot of M416 replied.

"OK, it'll have to do" Preston said, switching the radio off as he headed back to the library. The Marines were setting up lines of defense with sandbags, with one of the two Scorpions at the rear next to the library.

"Based on current figures I estimate that half of the town's population will be evacuated by the time the Covenant ground forces get to the library" Twilight Sparkle said to the Commander.

"OK. Good work" Preston complemented; he would've liked for more to be gone before the Covenant ground forces arrive but he'd take what he could get.

"I'll leave Sergeant Grimesy and the rest of MCT-7 here to defend the library along with the Scorpion, you just concentrate on keeping the ponies organized, Twilight! Preston yelled as the explosion of a plasma bomb landing nearby assaulted their ears.

"It's time" the Commander commented, hopping into the passenger seat of a Warthog. "Come on, people, let's move it!"

"Commander, take this!" Grimesy shouted, tossing the naval officer an MA5B assault rifle.

"Thanks, Marine. You keep that library safe, that's an order!" Preston shouted as the Warthog got underway back to Ponyville Center.

Sergeant Grimesy saluted.

*-*-*

Shipmaster Thar 'Saramee casually walked into Ponyville, his energy sword fully ignited. His tanks were bombarding the main part of the town, aiming to soften up the humans' forward defense line.

Behind the Shipmaster were hundreds of Sangheili and Unggoy, along with a pair of Mgalekgolo. Those forces, coupled with the tanks would mean that the taking of Ponyville would be all too easy.

I would like a challenge every once in awhile. Fighting humans is like fighting Unggoy; half the time they just flee, screaming the Shipmaster thought bemusedly.

Thar was glad to finally reclaim the honor he had lost when he activated his energy sword without using it. It would feel good to kill some humans as well, having not been able to do so for the past three cycles***.

The Shipmaster looked up as dozen of small animals ran into the middle of the road, being herded up by a small butter-yellow Pegasus that Thar recognized as Fluttershy. It was obvious she was trying to round up the animals to get them out of the town.

Suddenly there were a trio of screams followed by a light stampede as three little ponies ran by the Shipmaster; one had wings, another had a horn, and the third had neither. They had apparently been hiding in the alley next to the Shipmaster and were now running away, scared of him.

The Pegasus was last in line and Thar kicked her in the side, sending her tumbling across the ground. 'Saramee was about to crush her when he heard someone yelling at him.

"How dare you... HOW DARE YOU! Just because you're big and scary and have sharp teeth doesn't mean you get to beat fillies, and especially not ones I'm friends with! Now I want you to apologize to her right NOW!" Fluttershy screamed right in Thar's face.

In a fit of rage Thar 'Saramee swung his energy sword up and slashed it through Fluttershy's body, bisecting her vertically; the sides of her body fell to the ground with a wet smack and her guts spilled out onto the dirt, forever tainting the ground.

Fluttershy was dead, the first victim of the extermination.

The Pegasus that Thar had kicked screamed in horror and the Shipmaster kicked her down the street like a ball.

"BURN THEM! LEAVE NOTHING ALIVE!" Thar thundered, the Wraiths intensifying their fire on Ponyville; multiple plasma bombs impacting on houses and blowing them apart like leaves in a windstorm.

The Shipmaster's eyes scanned around his current surroundings, looking for more targets or buildings where targets might be located. His eyes soon fell upon a trio of ponies hiding in a dark alley.

With a deep-throated chuckle Thar approached the alley with his sword illuminating both him and the fear portrayed upon the ponies' faces.

*-*-*

"FIRE!" Commander Preston bellowed, all UNSC forces on the forward line complying as the Covenant forces came within range. Dozens of Elites and hundreds of Grunts cut down instantly from the sheer amount of bullets fired at them.

The Scorpion posted at the front line bucked as the gunner fired the main cannon at the closest Wraith, the Covenant tank cracking open like a flower blooming.

Preston braced himself against the Scorpion and took aim with his MA5B, taking shots at any Elite he could see that was in range.

Since the Commander did not have an eyepiece or a helmet with a HUD aiming with the assault rifle would be difficult as the 'B' variant of the MA5 was not manufactured with folding iron sights. Preston had rectified this by replacing the under-barrel flashlight with a laser sight, which he had quickly zeroed while he had been riding in the Warthog.

The rifle clicked empty and the counter read 00, prompting the Commander to pull the charging handle back and lock it in place. He dropped the empty magazine and inserted a fresh one into the housing, slapping the charging handle back forward once he was finished.

Preston was about to continue firing when he noticed that the Covenant had stopped firing at the forward line; the Wraiths were still arcing plasma bombs across Ponyville, however. The Commander was confused until an Elite dropped down onto the Scorpion, brandishing an energy sword. The Elite swung his sword and slashed the barrel of the tank off, sticking a plasma grenade into the driver's seat.

Preston dove away and the Elite jumped after him as the plasma grenade exploded, killing the two soldiers inside and rendering the tank useless.

Lying on his back on the ground the Commander opened full auto on the Elite, rolling away as the Elite attempted to stab him. Preston kicked the Elite away and scrambled to his feet.

The Elite thrust his blade forward and missed, in response to this attack the Commander slammed the butt of his AR against the side of the Elite's head, the blow sliding off the alien's shields.

The Elite slammed Preston against the side of a nearby building and attempted to decapitate him, missing by mere inches as the human ducked down. The intense heat of the plasma blade roasted away a section of the Commander's extremely short hair, rendering him bald in one spot.

Preston grabbed his rifle by the front and slammed the butt right up into the Elite's open maw, the blow connecting and sending the alien reeling.

The human stepped up and grabbed the Elite, slamming against the same wall. He adjusted his grip on the assault rifle and swung it like a baseball bat; the entire back end of the stock connected with the back of the Elite's head and he fell to the ground, unconscious.

"HAH! Bastard" Preston exclaimed, panting. He turned around and came face-to-face with an Elite dual-wielding plasma rifles.

"Oh hell."

*-*-*

*This is a reference to the line spoken by Cortana in the opening cutscene of the Halo: Combat Evolved level Two Betrayals.
**The Prophet of Regret is not seen because he is guiding the Arbiter Ripa 'Moramee on the Forerunner shield world that he and the crew of the UNSC Spirit of Fire arrived at in Halo Wars.
***A Covenant cycle is one human month. Three cycles is three months.

Oh shit, Fluttershy is dead, and she was the FIRST ONE to die! How fucking funny is that?!

Legal note:Thar 'Saramee, Michael Preston, and all related characters belong to me. Twilight Sparkle, Rainbow Dash, and all related characters belong to Hasbro. The Prophet of Truth and all related characters belong to 343i. My Little Pony belongs to Hasbro. Halo belongs to 343i.