Ever wonder what's up There?

Foreword: 16 people have thumbs this down? I bet half didn't even read it, and the other half got butthurt when Fluttershy died.

Chapter Seven
Making an Escape

February 19th, 2531
Epsilon Eridani system
Planet Reach
Office of Naval Intelligence CASTLE base
ONI agent 479, codename: Ocelot

"What's the news?" ONI agent Ocelot asked the man at his side as the two of them proceeded through the deep underground catacombs of CASTLE base, the man at Ocelot's side handing him a datapad with a report they received from a one Commander Preston, who was on a mission to find a friendly alien race they could use to fight the Covenant with.

"Intelligent ponies? Is this guy insane?" Ocelot asked as he read the notes displayed on the screen, looking up at his companion as they reached a wall at the end of the hall.

"No, he's not" was all the man offered in reply as the wall slid open, a tiny seam forming in the center which quickly gave way to a full-on entranceway to the room beyond.

The duo entered the room and the doors slid close, not even a hair's breadth of a seam between the two. The room darkened and a screen came to life, displaying shaky footage recorded from a Marine's helmet cam.

"Twilight! Get down!" the Marine yelled as he shoved a purple Unicorn to the dirt, a plasma bomb landing nearby and showering the both of them in dirt. The footage froze on the face of the purple Unicorn, having been paused by Ocelot's companion.

"A planet inhabited entirely by intelligent horses of the Unicorn, Pegasus, and earth variety" Ocelot's companion stated, turning to face the ONI spook.

"What's the plan?" Ocelot inquired, taking a seat at the oval table in the center of the room, across from his companion.

"Michael Preston, despite his relatively low rank of Commander, is a well-respected and prestigious officer. His father, Samuel Preston, served under Admiral Cole at the Battle of Harvest. Commander Preston's mission was, as you are aware, to find a new alien race to help us fight the Covenant. I'm not sure how useful a race of intelligent ponies might be but they're the only friendly aliens we've found so far."

"I'll mobilize a battlegroup to aid the Commander; I hope they'll arrive in time" Ocelot commented.

"So do I."

*-*-*

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

Preston turned and emptied his magazine into the Elite, failing to break the shields with his storm of bullets. The Elite was about to swing one of his plasma rifles down on the Commander's head when there was a loud crack and a vapor trail lanced through both sides of the Elite's head.

Following the vapor trail as it dissipated Preston saw an Orbital Drop Shock Trooper on the balcony that wrapped around town hall, the ODST wielding a sniper rifle.

"Thanks, trooper" Preston silently said, reloading his MA5B as Rainbow Dash swooped up to him.

"You alright?" the Pegasus asked as the Commander dusted himself off.

"Yeah. Hey, is that your friend Thar?" Preston said, pointing to the body of the Elite he had defeated in hand-to-hand combat.

"Yeah... Did you kill him?" Dash inquired, looking down at the body of her Sangheili friend; she hadn't believed Preston at first when he said that Thar and his Covenant were responsible for killing billions of humans and would soon do the same, but the invasion underway all around them proved her wrong. As much as she didn't like it, Thar and the Covenant would kill every last stallion, mare, and foal in Equestria if they get the chance.

"I think I did... Look, I'm falling back to the library; the Covenant are advancing and we need to get everyone out of here before Ponyville is completely overrun" Commander Preston declared.

"I'm gonna go look for Fluttershy; she and a few others haven't arrived at the library yet."

"OK, but hurry up! Ponyville is falling, and it's not safe out there" Preston yelled, beginning his run back to the library. Along the way there a squadron of Covenant Seraphs flashed overhead, bombing the secondary defensive line allowing the ground forces to smash through unchallenged.

All that remained between the library and the Covenant were the forces at the tertiary line.

"Hold 'em back, damn it!" Sergeant Grimesy shouted, blowing away any Covenant soldier that came near with his shotgun.

"Sergeant, we are surrounded!"* Preston exclaimed as he arrived behind the sandbag line, the roar of the Scorpion's cannon deafening him for several seconds.

"God damn it, Jenkins! Fire your WEAPON!"* Grimesy ordered, shoving the PFC to his feet who shook his head and took aim with his assault rifle, opening fire on a mob of Grunts that were trying to push through to the left.

Jenkins had fired the last few rounds in his magazine and reloaded when an Elite brandishing an energy sword landed next to him, swinging the plasma blade and missing Leroy's head by a few scant inches.

The Marine raised his rifle to fire but it was kicked away by the Elite, who prepared to stab him again.

Jenkins swung his leg out and the Elite toppled over, the wind knocked out of him upon landing. The young Marine taking the opportunity to stab the Elite through his head with his knife, the blade slashing into his brain and killing him.

A plasma bomb landed nearby just as PFC Jenkins stood up, forcing him to duck as dirt, rocks, and a few dismembered legs bounced off of him.

The Wraiths were intensifying their fire on the Marines.

"Commander! Commander Preston!" Twilight Sparkle yelled from the open door of the library, prompting the Commander to make his way over to Twilight, shoving her inside as a storm of plasma bolts slammed into the wooden frame and setting the impact points ablaze.

"We got most of the ponies in the town evacuated but we're missing a few, including some that I know! Rainbow Dash, Fluttershy, Scootaloo, Applebloom, and Sweetie Belle are still missing!" Twilight shouted over the sounds of combat outside.

"Who else?!"

"Lyra, Bon-Bon, Derpy and Dinky Hooves!" Twilight replied.

In a different time and place Preston might've gotten a chuckle out of those last two, but right now they might be in danger and he needed to find them.

"OK, I'm gonna head back out there and look for them!"

*-*-*

Shipmaster Thar 'Saramee had regained consciousness and stumbled into a nearby house; the setting was familiar but his head was swimming too much for him to fully place why it seemed that way.

Voices upstairs caught his attention and he stumbled up the stairs, the voices also sounding familiar.

"Bonny, we have to get out of here! Twilight Sparkle and the humans are organizing an evacuation at the library. If we go now we can make it!"

"No, we can't! What if the aliens see us? What if Thar sees us? You remember how he reacted when he learned we were together! I'm so scared!"

"I'm scared too, but if we don't leave then they'll DEFINITELY find us!"

Thar smashed a door open and was greeted with what appeared to be a bathroom, one that was unoccupied.

The voices had fallen silent.

Thar proceeded down the hall, his feet plodding along the wood heavily, deliberately, and menacingly.

"Did you hear that?"

Shipmaster 'Saramee smashed another door open and was greeted with screams of terror, finding Lyra and Bon-Bon huddled together on the bed, holding each other tight.

"Lyra and Bon-Bon; I thought this house looked familiar, now I see why" the Shipmaster stated.

"Please, Thar, don't kill us! Please!" Lyra exclaimed, earning a backhand across the face from the Sangheili.

"Filthy scum; your relationship is sick and sinful, and in pure defiance of the Forerunners' will. The punishment for such heresy is unparalleled" Thar declared, igniting his energy sword.

"No, please! Don't!" Lyra pleaded as Bon-Bon tried to get one last kiss in.

"In the name of the Gods the Covenant declare that all who forsake the Forerunners be punished!" Thar yelled, drawing his arm back across his chest in preparation for the single blow that would kill both of them.

"I lov-" Lyra started, never finished as Thar 'Saramee swung his sword out, decapitating the both of them and watching as their heads rolled across the floor and came to a stop at his feet.

May you find peace in the embrace of the Gods.**

*-*-*

Commander Preston darted through the alleys of Ponyville, making his way to Fluttershy's cottage on the other end of town. Along the way he had found Derpy Hooves and her daughter Dinky, and had sent the two of them on the way to the library. Leaving him with only seven more ponies to find.

Preston peeked around the corner of the wall he was hiding behind and saw the Elite he had engaged in hand-to-hand combat earlier step out of Lyra and Bon-Bon's house, his energy sword glowing violently.

"What the...? I thought I killed that guy" the Commander whispered to himself, crossing Lyra and Bon-Bon off his mental checklist; they were dead.

He was about to head on his way when a Wraith hovered by the alley, gliding into an intersection and turning on its axis, aiming its plasma cannon into the air and firing, sending a plasma bomb out which careened high through the sky before coming back down on the side of-

-Ponyville Library.

*-*-*

Spike was desperately trying to keep all the ponies clustered in the top floor of the library calm, which was no easy feat considering he was significantly smaller than all of them and they were all panicked by the war which had suddenly and violently descended upon their peaceful town.

"Everypony stay calm! The human flying machines will be back soon to get you all out of here!" Spike yelled, running up to the second floor of the room where his and Twilight's beds were located.

Suddenly there was a tremendous bang and the wall of the lower floor exploded inward, thousands of splinters and shards of glass spraying out into the crowd of ponies, the event creating an even bigger panic throughout the room.

Spike jumped down and tended to the ponies that had been wounded.

*-*-*

"I've gotta take out that Wraith" Preston said, hatching a plan in his head. He charged out of the alley and jumped on the Wraith, finding the hatch sealed shut which left his options short.

How I can stop this thing from moving?

His answer nearly came as his death; the plasma cannon discharged, lobbing a massive plasma ball directly over him, almost melting him alive. Pulling out a grenade he lodged it into the barrel, driving it in further with his foot and diving away from the tank afterwards.

Preston ran back into the library and turned around just as the pilot tried to fire the plasma cannon; the heat caused the grenade to cook off in the barrel, severely warping the barrel. The mechanism again tried to shape the plasma bomb and back-fired, vaporizing the insides of the vehicle, leaving the Wraith a hollowed-out husk.

With the Covenant tank dealt with Commander Preston continued on his way through Ponyville, keeping an eye on the sky for Rainbow Dash or any other Pegasi.

While scouring the streets Preston passed by an alley, hearing some muffled noises coming from within, prompting him to investigate.

Hiding behind a trash can in the alley were three little fillies, two of which tending to the third, who appeared to be injured.

"Hey, is your friend hurt? Let me help" Preston offered, setting his assault rifle against the wall of a house as the two uninjured fillies backed away.

The injured one was an orange Pegasus with a purple mane and tail, and judging by the fleshy give of her abdomen Preston could assume that her ribs were damaged in some way.

"What's wrong with her? Do you know?" the Commander asked the other two, receiving an answer from the injured one.

"My...ribs...they're..." the Pegasus filly started, trailing off as she fell unconscious. Her ribs were apparently broken, but the Commander knew that broken ribs wouldn't cause the kind of daze she was in; she was bleeding, internally, and if she didn't get help soon she would die.

"Shoot. What are your names?" Preston asked the other two.

"Applebloom" the one said.

"Sweetie Belle" the other declared.

"OK, so I found you two. Do you know where I can find Scootaloo or Fluttershy?" Preston said, eager to get the injured filly back to the library.

"Fluttershy's...dead. And you're helping Scootaloo right now. She knows Rainbow Dash but ah don't think she knows where she's at" Applebloom answered.

"OK. I'm gonna get you three back to the library; your friend is gonna be OK, I promise" Preston told them, picking up Scootaloo with ease and beginning his trek back to the library with Sweetie Belle and Applebloom close behind.

*-*-*

Thar 'Saramee stepped on the body of a dead human, crushing its head under his foot, as he and the invasion force rolled over the remains of the humans' secondary defensive line toward the tertiary defensive line, close to breaking through completely. The Shipmaster was wielding a Type-33 Fuel Rod Gun and firing it into the human positions.

"For the Gods! For honor! For the COVENANT!" Thar bellowed, firing the Fuel Rod Gun on each line, the whump of the launcher putting extra emphasis on his words.

"I...AM THAR 'SARAMEE!"

The Shipmaster emptied the last of the rounds in the launcher and dumped it on the ground, charging for the first line of defense in the human defense, slashing multiple humans to pieces with his sword.

The first sandbag wall collapsed as the Wraiths pushed through it, their cannons sputtering plasma bomb after plasma bomb at the humans.

With the first line down the humans began to fight more tenaciously, throwing everything they had at the advancing Covenant. Machine gun and assault rifle rounds clattering off Sangheili shields and Wraith tanks, assisted on occasion by a rocket from a hand-held launcher.

Just when it seemed the Covenant had won the battle several human dropships swooped in, offloading more equipment, ammo, soldiers, and vehicles. The dropships themselves also provided assistance, firing missiles into the Covenant.

"DO NOT RELENT! PUSH UNTIL ALL WE STAND UPON ARE ASHES!" Thar thundered, his voice inspiring heroism in his fellow Sangheili and striking fear into the humans. Overcome with bloodlust the Shipmaster charged into a squad of humans, slashing them apart with his energy sword.

Several human warriors jumped the Sangheili and he snapped his leg out sideways, smashing his boot into the head of one human, caving in its skull. He then elbowed another in the face, snapping its neck with the force of the blow.

One human tried firing on him with one of their pitiful handguns, prompting the Shipmaster to grab his arm and jerk it forward, dislocating the limb and making him fall forward onto the blades of the energy sword.

Despite what Thar thought to be an apparent victory the humans were still fighting tenaciously. The Sangheili sent an order to Rav on the Divine Wind to bring the ship over his position and to launch Seraphs.

Thar watched as a human dropship approached the library and swoop around, dropping its rear hatch and allowing a crowd of ponies to pile into the craft. The hatch then closed and the dropship began to fly forward when a fuel rod slammed into the rear right engine, making the vehicle unstable and sending it careening into the fields outside the town where it exploded, killing all aboard.

Half a second later a squadron of Seraphs screamed overhead, raining plasma on the humans.

Shipmaster 'Saramee was about to order his forces to make one final effort into the human positions when a sonic boom rang out over the land, accompanied by human fighters carpet-bombing the Covenant invasion force.

With the battle assuredly lost Thar ordered that a Spirit come and retrieve him; there was divine work to do, and he'd be damned if he was going to die before carrying it out.

*-*-*

"Nearly every pony in the town has been evacuated, Commander. The only ones still alive that have not been evacuated are Rainbow Dash, Twilight Sparkle, and the three fillies you returned. I have also sent out a distress call to the nearest UNSC forces" Everlasting Fall said to Preston via the radio.

"Understood. Good work, Fall" Preston said, surveying the town; all the Marines and the vehicles had also evacuated as well, leaving the Commander and MCT 7 the only humans left in the town.

The Covenant had retreated and the town was in ruins; multiple homes and business had been vaporized by plasma bomb and dozens more had been charred and scarred by the battle that had been raging not twenty minutes prior.

The library itself had not gotten by unscathed; there was the hole in the top floor and the front door was scorched by plasma. Even some of the windows had been melted by plasma. Inside the structure there was debris everywhere; dirt, wood, glass.

Bones.

Preston stepped back outside and saw MCT 7 standing around, waiting for Mike-416 to come back and get them all out of the town. The Commander had ordered all Pelicans to head to Canterlot, the capital of Equestria, to regroup and recuperate.

"Commander, we got a problem" Sergeant Grimesy said, walking over to where Preston was standing.

"How big of one?" the Commander asked.

"Around 30,000 tons."

Commander Preston turned around and saw the Covenant supercarrier gliding over the town, the plasma projector on the underside as it prepared to fire.

"Oh. That is a problem" Preston commented before getting on the radio. "Mike-416, you need to get us out of here right now! The Covenant supercarrier is preparing to glass the town."

"Understood, Commander. I'll be there shortly!" the pilot of M416 responded.

"Commander, we're going to be ash before she can get here" Jenkins proclaimed, getting restless with that supercarrier coming ever closer.

"Stow it, trooper!"

Suddenly the plasma projector discharged, raining superheated plasma down on the center of Ponyville, flash-vaporizing the town hall and turning the surrounding area into glass.

Just then M416 arrived and they all piled on, Preston making sure Scootaloo and her friends were comfortable before taking one last look at Ponyville.

"Wait, what about Rainbow Dash and Fluttershy?!" Twilight yelled as she was shoved into the dropship along with Spike.

"There's no time; let's go!" Preston shouted, motioning for the pilot to get the dropship moving. "Pick up the pace, we got Seraphs coming out to chase us!"

"Hang on, we're getting out of here!" the pilot called back, upping the speed and sending them rocketing for Canterlot.

*-*-*

*These lines are the same spoken by Captain Keyes and Sergeant Johnson in the Halo: Combat Evolved level 343 Guilty Spark.
**This is a reference to the line spoken by Asari warriors in Mass Effect.

Legal note: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.