Ever wonder what's up There?

Chapter Eight

Canterlot

February 19th, 2531
Equestrian star system, Cygnus system
Skies above Equestria
Commander Michael Preston

"Strap in and hold tight!" Preston told Twilight and her companions as he stepped into the cockpit of the Pelican, cutting off Twilight's yells of how they left Rainbow Dash and Fluttershy behind.

"We need to move faster" the Commander said, knowing that the Covenant Seraphs were right on their tails.

"You better hold on."

The pilot increased the speed and the Pelican lurched forward violently, the velocity of the vehicle jumping up to a speed of 250 miles per hour.

"Commander, those Seraphs have opened fire on us! We either need to ditch or destroy 'em!" Sergeant Grimesy yelled from the back.

"Pilot, kill the engines and arm all weapons" Preston said, coming up with a plan.

"Are you crazy?!" the pilot asked, glancing back at him for a second.

"Do it!"

The pilot complied and the Pelican dropped, the Seraphs flashing overhead as they continued on their original course, not expecting the sudden move.

"Bring the engines back to life and fire on those Seraphs!" the Commander ordered. The 70mm chaingun on the nose of the Pelican came to life and began spitting hundreds of depleted-uranium slugs at the Covenant fighters, chipping their shields away until they broke, at which point the pilot let loose with the ANVIL-II missiles which obliterated the Seraphs.

The skies all around the Pelican were now clear.

"Smooth sailing now, hopefully" the pilot stated as Commander Preston stepped back into the cargo bay and looked out the window in the rear hatch at Ponyville in the distance; it was hard to tell from the distance they were but it looked like the Covenant had re-occupied the town.

Mike-416 soared into the Royal City of Canterlot, hovering high above the streets below. All the other Pelicans that had gone to Canterlot had set down outside the city.

"Take us to Canterlot Tower, I need to speak with the Princesses" Preston requested, the pilot complying as the Pelican turned into the proper direction.

Canterlot Tower had become a kind of staging ground for the UNSC; the courtyard behind the fences was home to dozens of Marines, vehicles, and other equipment.

"Mike-416, this is air control, we currently have no room for you right now. You're gonna have to wait until we can make some room. Sorry" a Marine on the ground said over the radio.

Preston thumbed the radio button and said "Marine, this is Commander Preston, and we are requesting priority landing; we have a wounded pony onboard and she needs medical attention NOW. You wouldn't deny a friendly request from me, now would you?"

There was silence for several seconds before the Marine said "we'll make room, Sir. Welcome to Canterlot."

M416 touched down in the courtyard, the thrusters scorching the grass beneath as the ramp dropped and the medical team ran up and offloaded Scootaloo onto a stretcher, her two friends running as fast as they could to keep up with the medics as they went inside the Tower.

"Commander Preston, welcome to Canterlot. Princess Celestia has already permitted us to set up an HQ in her Tower, and we've got a refugee center in the ballroom; that's probably where they took the wounded filly. If you and MCT-7 want to shower and rest up we got facilities for that inside the Tower, courtesy of Princess Celestia. Finally we got an armory set up if you wish to resupply" a Marine Lieutenant explained to Preston.

"Understood. Thank you, Marine" Preston replied, heading inside the Tower with Twilight Sparkle right behind him.

"I'm still mad at you for leaving Rainbow Dash and Fluttershy behind. I mean, what if they DIE because we left them behind?!" Twilight declared, prompting Preston to stop in his tracks.

"Twilight...Fluttershy's dead" the Commander said, turning to face her.

In that instant Twilight Sparkle's world shattered.

"W-what?" she said, her lip already quivering. It seemed that she had never experienced something like the death of one so close to her before.

"Applebloom, Scootaloo's friend, told me. She didn't give me specifics, though. I don't know about Rainbow Dash" Preston explained.

"I...wha-" Twilight stuttered, completely befuddled by what the Commander had told her.

"I'm so sorry."

Preston comforted her for a few minutes as she cried into his shoulder, her sobs muffled and tears staining his uniform, though it hardly mattered given all the dirt and burn marks that were already on it.

Suddenly a regal voice called out, yelling "Twilight Sparkle! I'm so glad you're OK."

Commander Preston looked to the left and saw Princess Celestia approaching them, a confused look befalling her face as she saw Twilight crying. "Did something happen?"

"Princess Celestia, it is an honor to finally see you here in your Royal City, though I wish it were under better circumstances" Preston stated, standing up as Twilight rushed over to the Princess's side for comfort.

"Yes, I am curious about this whole ordeal; what happened exactly? One minute all is still, and the next Thar 'Saramee and his ship are barreling down on Ponyville. When several of your dropships came in carrying dozens of my subjects all I heard were screams of how Thar was going to kill them all" the Princess said, greatly confused.

"I'll give you the short version; Thar 'Saramee is an Elite of the Covenant, a conglomeration of alien races whose sole purpose is to destroy all of humanity. When he learned of our presence here he attempted to kill me and the Marines of MCT-7. I presume he was ordered by his leaders to kill both all the humans as well as the ponies on this planet" the Commander explained.

"Oh my, this is terrible. Is there any way to get Thar to stop what he is doing?" Celestia inquired.

"No. Elites are fanatical and completely devoted to their leaders; they will follow any order without question, and will stop at nothing short of death in their quest to complete their goals. Thar 'Saramee and his forces will burn this planet until its surface is but glass."*

"What do you propose we do? Equestria's military can't hold off the Covenant and their technological prowess" the Princess said.

"One thing about the Covenant is that they won't just outright glass a planet; they'll search it for any artifacts of significance to their religion. That gives us time to organize a resistance; we just need to hold them off until UNSC reinforcements arrive" Preston told her.

"Where do you suggest we begin?" Celestia inquired, she was nervous at the prospect of war, something her land hadn't experienced in a long time, but knew there was no choice but to fight.

Commander Preston smiled and said "I know just the place."

*-*-*

February 21st, 2531
Equestrian star system, Cygnus system
Royal City of Canterlot, land of Equestria
Commander Michael Preston

Commander Preston stood at the rear of a Pelican dropship, looking out at Canterlot as the Pelican circled it, allowing Preston to survey the defenses they've added to the Royal City. Preston believed the Covenant would immediately assault Equestria's capital to decapitate their government and society and wanted to set up as many defenses as possible.

At the edge of Canterlot was a line of M9 Main Anti-Aircraft Tanks, nicknamed 'Wolverines' by the Marines. The Wolverine had proved itself effective against Banshee and Seraphs time and time again.

Behind the Wolverines were all the SP42 Cobras that had been recovered from the Marathon; the Cobra designed primarily as an anti-vehicle/fortification system, attacking the targets with a pair of LRG rail guns.

Further back in the city the Commander had placed his M808B Scorpion Main Battle Tanks and Warthogs, using them in conjunction with the Marines as the last line of defense for Canterlot.

Commander Preston directed the pilot to head back to Canterlot Tower so he could speak with Princess Celestia; on the way back the Commander saw the Covenant supercarrier hovering over Ponyville and was tempted to mount an assault on the ship. He knew it would be futile, however, as they'd never be able to bring the shields down.

Unless... Yes, that might work Preston mused, stepping into the cockpit of the Pelican to get on the radio. "Everlasting Fall, come in. You still with me?"

"Yes, Commander. How may I be of assistance?" the AI asked, benevolent and helpful despite his predicament; he was still trapped on the Marathon in the Everfree Forest.

"Can you get the repair drones working on getting the ship moving? I've got a plan" Preston said.

"Yes, Commander. Be advised, however, that the MAC cannon and half the Archer missiles are no longer operational. The Shiva nuclear warheards are still functioning, however" Fall stated.

"Understood."

The Pelican soared over the courtyard outside Canterlot Tower and set down, Preston disembarking and setting out for the suite Twilight and her friends were staying at. The four ponies and single baby dragon were sitting around, looking somber.

The Commander assumed Twilight told them about Fluttershy.

"Preston... Still no word if Rainbow Dash made it out of Ponyville" Twilight deadpanned.

"Dash is a tough mare, she'll make it" Preston assured them with a smile, heading back down to the ballroom where the refugee center was located. A medical tent on the far side near the stage had been set up to treat wounded ponies.

All around the room were dozens of ponies asking around and checking posters for a certain mare or stallion. Some ponies were even asking if anyone had seen a certain filly or colt.

It saddened the Commander to know that not all those parents would ever see their children again.

Preston entered the medical tent, which was thankfully quite vacant; not many ponies had been wounded in the evacuation of Ponyville.

The medical tent's only current patient was a little orange filly with a purple mane and tail, lying unconscious on a bed near the back. Two other fillies sat nearby, watching the doctors work.

"Applebloom, Sweetie Belle, how's Scootaloo?" the Commander inquired, sitting down on an empty bed next to them.

"Doc said they had stopped the internal bleeding but she'd be out for a little while; right now they're working on the broken ribs" Sweetie Belle answered.

"How many of them were broken?"

"Awll of them" Applebloom stated, prompting Preston to shake his head. He was glad that he got Scootaloo the care she needed when he did. If he had found her just a few minutes later...

The Commander shook his head once again to clear these thoughts and left the tent, leaving some comforting words with Applebloom and Sweetie Belle.

Heading up to Princess Celestia's chambers he found a trio of Spartan-IIs there, the super-soldiers having been assigned by the Commander to be the personal guard of the Princesses.

"Officer on the deck!" the lead Spartan exclaimed, the three of them snapping crisp salutes to him.

"At ease, Spartans" Preston replied, returning the salute. The Spartans barely relaxed their stances.

"Senior Chief Petty Officer Maxwell-021" the lead Spartan said, introducing himself to the Commander.

"Hello, Spartan. I trust you and your team are going to do their bests to keep the Princesses safe?" Preston asked.

"Yes, Sir!"

Commander Preston nodded and stepped out onto the balcony where Princess Celestia was standing, staring out at the Covenant supercarrier above Ponyville.

"How do you feel being assigned the UNSC's greatest warriors to be your personal guard?" the Commander inquired, resting his arms on the railing of the balcony.

"My Royal Guards are just fine. I don't see why I needed those massive robots" Celestia whispered.

"You needn't whisper; the Spartans can hear everything we say. If you want privacy we'd have to leave the floor. And they're not robots, they're real people under those suits" Preston told her.

"They follow me everywhere; I used my personal bathroom earlier and after I had washed my hooves I nearly screamed when I turned around and saw one of them standing behind me. Do you have any idea how embarrassing it was knowing a massive alien had been watching me pee and sing to the mirror?!" the Princess exclaimed.

"They're not perverts, Princess. You could do almost anything in front of a Spartan and he wouldn't care, so long as it isn't a threat to him or his allies. He didn't go in there to watch you pee, he went in there to make sure you were safe" Preston explained.

"I don't need to be babysat like a little foal, I can take care of myself. But that's not what I am concerned about; I'm more concerned about the fact that the Spartan in question entered my bathroom so silently. If I hadn't turned around and saw him with my own eyes I would have never known he was there" Celestia said.

"Yes, Spartans have a knack for stealth. If it makes you feel better he had your best interests at heart as one of the deadliest warriors in the galaxy" the Commander stated.

"If they're really such great warriors let's see them prove it; I want to see them spar against my Royal Guards" the Princess requested.

"How many?" the human naval officer said.

"Ten, at the least."

"Come on, give them a real challenge" Preston scoffed.

"Fine; twenty" Celestia replied.

"That's better."

*-*-*

February 22nd, 2531
Equestrian star system, Cygnus arm
Covenant CSO-class supercarrier Divine Wind
Shipmaster Thar 'Saramee

Thar 'Saramee stood on the control room of his ship, standing before the holo-screens which displayed a view of Ponyville, the Shipmaster looking at the town with a mix of disdain and longing.

Such a peaceful and beautiful town. Would've been perfect if those vile humans hadn't shown up and desecrated it with their filthy presence the Shipmaster thought.

He was so conflicted about the whole ordeal; on the one hand he tolerated the ponies very much and firmly believed their leader was connected to the Forerunners in some way, despite what the Hierarchs told him. But on the other hand the ponies had allied with humanity, the ultimate heresy.

How tiresome Thar mused, wishing it were simpler.

Suddenly his assistant stepped up and announced "Excellency the hierarchs wish to speak with you."

Thar removed himself from the bridge and went down to his private comm room, establishing the connection with the Hierarchs.

"Shipmaster 'Saramee, I trust you've eliminated all on the planet?" the Prophet of Regret inquired; he was the only Prophet on the screen.

"I apologize, Hierarch, but I have not. I am still scouring the planet for Forerunner artifacts" Thar answered, noting the subtle tap of Regret's fingers on the armrest of his throne.

"Our patience is not infinite, Shipmaster. Your assignment is to kill all on the planet, not search for Forerunner artifacts. Complete your goals, Shipmaster, sooner rather than later" Regret commanded.

"As you wish" Thar said with a bow.

*-*-*

*This is a reference to the line spoken by the Prophet of Truth in a Halo 3 trailer.

Legal note: Michael Preston, Thar 'Saramee, Maxwell-021, and all related characters belong to me. The Prophet of Truth, the Prophet of Regret, and all related characters belong to 343i. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.