What else is up There?

Chapters

I: Remembering the Past
II: Life
III: Liberty
IV: And the pursuit of Happiness
V: They're back
VI: Ponies and Elites
VII: Voices from the Past
VIII: Return
IX: Visions
X: The HVI's
XI: Everything you call home
XII: Regrouping
XIII: First to Fight
XIV: Rescue Op
XV: Operation Reclaim Phase One
XVI: Operation Reclaim Phase Two
XVII: Operation Reclaim Phase Three
XVIII: Nights into Dreams
XIX: Canterlot
XX: Heart of Darkness
XXI: Who we become
XXII: Alt ending: After dark

I: Remembering the Past

Foreword: Hello, and welcome to What else is up There, my second Halo/MLP crossover.

Now there's a few things I need to mention before you start reading, so please pay attention:

This is a sequel to a previous story, titled Ever wonder what's up There, so I highly, HIGHLY recommend you read that first so you're not confused or spoiled on anything that happens in this one.

Secondly, this story is M for violence, cursing, and some dark and sad moments of psychological suffering.

Enjoy! And remember to leave a review/comment!

*-*-*

::Start Log::

How do you— No that's not it. Phooey! Why is this thing so complicated? Is it-? Oh. It is.

Sorry about all that, I didn't know if the device was recording. Greetings, my name is Twilight Sparkle. Unicorn and survivor of the Covenant Conflict.
…

Oh…that's not pleasant. Forgive me, I…I have bad memories of the Covenant Conflict. So many bad memories….

Sigh. Sniffle.

As I was saying; the Covenant Conflict is what historians are calling the Great War that descended upon our peaceful planet back in the Spring of 2531. It all started when two species, the humans and the Sangheili, discovered each other on the planet. You see the Sangheili are a member species of the Covenant, a religious conglomeration of multiple alien species whose only goal is to find seven Sacred Rings that turn all sentient beings into Gods. The Covenant declared humanity a direct affront to their religion and ordered a mass genocide of humanity.

Oh…Thar.

Never mind that. In short; the Sangheili Ship-master was apparently ordered by the Covenant leaders, the Hierarchs, to eliminate all humans and ponies here in Equestria.

Now the humans on this planet were all members of an organization called the UNSC. According to this thingy that I'm recording myself with the UNSC stands for United Nations Space Command; they are essentially a military, exploratory, and scientific agency of the United Earth Government. Whatever that means.

But enough of all that, I'll tell you about me. I've already told you my name, so let's start with who I am exactly. I'm an intelligent pony with speech capabilities, obviously. I mean how else would I be recording this? Any who, not only am I a pony I'm a Unicorn, a pony with a horn that is a conduit for magic. There are other ponies as well; earth-ponies, Alicorns, Pegasi.

Oh…Rainbow Dash.

Forgive me; Rainbow Dash was one of my oldest friends before the Covenant Conflict. She survived the war but lost her wings. She…took her own life back in 2535.

*Sniffle* *Sob*

I'm sorry…just…let me.

*Sobs*

Fluttershy…Pinkie Pie…Rarity…they're all…gone. They were killed by the Covenant during the Conflict.

Dashie lost her wings…and, eventually, life. Applejack lost her rear legs. I lost…my horn.

*Sob* *Giggle*

It's not all bad…no siree bob! AJ got mechanical replacements; the UNSC gave them to her. The ruler of our land, Princess Celestia, regrew my horn. Though I didn't get it back until 2541.

Giggle. Slight laughter. Possible insanity(?)

Yeah…it's not so bad…

…

I…I miss them all so much.

*Sobs*

::Recording paused::

::Resume recording::

There. I'm better. I don't even know why I'm starting these logs. I got this blasted thing back in 2531 and I'm just now using it, twenty years later. Don't expect too many of these, and the ones I do record will be quite intermittent. Life around here is kinda dull now. I'm working feverishly to find new friends that would be fit to be Element carriers.

Oh the Elements of Harmony, the most powerful objects ever discovered by our species. And utterly USELESS against the Covenant.

*Heavy breathing. Slowly calms until regular*

I'm…sorry. I shouldn't have lashed out like that. It's just…I get so angry so often now. The Covenant Conflict did have an effect on my psyche, but I saw a psychiatrist after the war was over. She helped me get over the deaths of my friends...but sometimes I just get so angry that we were able to do nothing to stop the Covenant onslaught.

I mean the Elements wouldn't work against the Covenant, and the Princesses let the humans do all the work while they just sat back and...no, I shouldn't think like that. I'm sure the Princesses did all they could to help the UNSC battle the Covenant. And then the Covenant attacked Canterlot and we lost Luna.

Luna...the Princess of the night...she had so much to learn about her subjects, so many things to learn about friendship, so many things...

Oh, Luna...

Giggle. Slight laughter. Signs of possible mental trauma. Please contact nearest UNSC psychiatrist for mental evaluation.

I'm not crazy…no…Twilight isn't crazy…

Hyperventilating. Laughter. UNSC psychiatrist must be notified for safety of individual and those around him/her…contact with UNSC psychiatrist failed. No connection with ship-board systems detected.

I…maybe I should lie down.

This is Twilight Sparkle, signing off.

::End log:

*-*-*

So that's the first chapter, and it basically recaps the major events of Ever Wonder what's up There. The following chapters will be written as normal but I just wanted to do this as kind of a little experiment. Please note that the data-pad is NOT talking to Twilight, it's just trying to communicate with the automated systems of the ship that doesn't exist anymore.

I hope you enjoyed, and I hope you stick around for the rest of this story.

Until then I'll see you in matchmaking(not really, because I don't play Halo: Reach.)

Oh God, you don't want lawsuits...you want EVERYTHING: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

II: Life

Chapter Two

Life

March 14th, 2553
Equestrian star system
Twilight Sparkle of the Unicorn race
Town of Ponyville

Twilight awoke in the morning as usual and stepped over to her mirror, seeing how disheveled she looked.

She always looked this way, now, twenty years after the Covenant Conflict and fifteen years after Rainbow Dash's suicide and the lavender Unicorn always looked terrible throughout the days.

Twilight brushed her mane and tail, pulling every last strand of hair until they were perfectly taut and her mane and tail were straight.

The Unicorn looked herself over in the mirror; her pink star over a white star surrounded by five smaller stars cutie mark staring back at her as she looked it over as it rest on her flank.

Not five anymore Twilight thought, remembering that three of the smaller stars had vanished after the Covenant Conflict ended, and another following suit after Dash's death.

Twilight knew what this meant.

Her cutie mark was supposed to represent her special talent, magic, just like all cutie marks were representative of a pony's special talent, but Twilight had attained her mark on the same day that all of her future best friends did. All five of them acquired their cutie marks as a result of Rainbow Dash's spectacular Sonic Rainboom, meaning all six of them formed a special connection with one another before they had ever even met.

When Twilight's friends died one by one during the darkest days of the Covenant Conflict the smaller stars surrounding the large ones began disappearing, each lost star representing the lost connection with one of her friends.

One solitary star was all that remained of the smaller ones, and it represented the last special friend Twilight Sparkle still had: Applejack.

Applejack, the orange farm mare with the yellow mane and tail and three oranges for a cutie mark was the only other pony out of Twilight's group of friends that survived the Conflict, and it was barely a survival the orange mare had been able to keep.

Applejack, whose special talent was farming apples via bucking the trees with her hind legs, had lost the appendages in a surprise attack from a Sangheili aristocrat, whose weapon, the energy sword, had slashed the pony's legs clean off.

The only reason Applejack was still alive today was the quick decisions made by Commander Michael Preston and a Spartan-II supersoldier by the name of Maxwell-021.

Michael… Twilight thought, reminiscing about the humans' heroic efforts to save all of ponykind from destruction at the hands of the Covenant.

Twilight finished looking at herself and travelled downstairs to the main foyer of the Ponyville library, where she and her dragon assistant Spike lived.

The baby dragon, with his purple scales and lime underbelly and his green spines and lime ear barbs and his green reptilian eyes and cute, pointy little fangs, was currently in the kitchen, cooking up a light breakfast for the two of them.

"This looks very good, Spike" Twilight said in a monotone voice, feeling more depressed today than usual. The Unicorn's depression stemming from the loss of five of her friends and the many other atrocities that had occurred during the Covenant Conflict.

That and not being able to find replacement friends in the twenty years since the end of the Conflict.

"Come on, Twilight, you really need to cheer up. Why don't you go see Applejack today?" Spike suggested, trying to get the lavender Unicorn to be happy for a change.

"I don't know, Spike. Maybe" Twilight replied, feeling even more down at the thought of Applejack and the loss of her rear legs. She had received mechanical replacements from the UNSC, so she could still walk, but she couldn't buck apple trees anymore. The farm mare had opted to merely stand on her hind legs and strike the trees with her forehooves.

Twilight was glad to see Spike as happy as he was; the young dragon had mourned quite a bit after the death of Rarity, one of Twilight's friends.

Rarity was the only other Unicorn in Twilight's group, and the only Unicorn Twilight knew personally. Rarity, with her white coat, expertly coiffed mane and tail, and generally regal appearance made her quite the sight to behold. Her generosity and willingness to help others had also helped in making her one of the most talked about mares in all of Ponyville, and Spike had fallen head over hooves for her.

Head over claws, rather Twilight corrected herself, a slight smile tugging at the corner of her mouth.

The loss of Rarity had torn hard at both Spike and Twilight, as well as Applejack. Even Rainbow Dash, who wasn't that close to the fashionable Unicorn, had shed tears over her death.

Though Twilight had always suspected that the loss of two other friends coupled with the loss of the Pegasus' wings had been what drove Dash to break down and cry, eventually leading to…

Twilight didn't want to think about it, and knew that if she did she would start crying. She didn't want to cry; she had cried enough in the nights and days following the end of the Conflict and had done so even harder after Rainbow killed herself.

Twilight will never forget the night Dash left and never came back.

*-*-*

June 7th, 2536
Equestrian star system
Former Pegasus Rainbow Dash, now turned earth-pony
City of New Cloudsdale

Rain.

Rain is what was falling on the city of New Cloudsdale, the old Cloudsdale having been destroyed by Thar 'Saramee and his ship, the Divine Wind.

Rainbow Dash had specifically requested that the weather Pegasi make a rain storm fall on Cloudsdale on this night, the night Dash had paid one last visit to her parents, the night she paid one last visit to her old flight school buddies, the night that would be her last night on the planet.

She felt the rain understood her pain, understood her sorrow, understood her suffering. She was tough, no doubt, and she was always the bravest of any pony she knew, but she wasn't invincible.

She was grateful that having been born a Pegasus she had natural cloud walking ability that hadn't been lost with her wings.

Dash tried to feel anger, anger at Thar 'Saramee, who had been the one that robbed Rainbow of the one thing she loved the most; flying.

Flying was Rainbow's world, the thing that would allow her to join the Wonderbolts. Even if she didn't get in she would always have her flying, one of the many things that made her happy in the world.

The only other things that made her happy were winning and her friends, three of which had been killed in the Covenant war or whatever the historians called it.

Pinkie, who was killed when a plasma bomb landed on her. Rarity, who was torn apart by a mob of Unggoy…whatever they are. And Fluttershy…who…who… Rainbow tried thinking, only to start lightly sobbing as she sat at the edge of New Cloudsdale, the surface of Equestria several miles below her, awaiting the embrace she so desperately wanted to give to the ground.

They're GONE! They're all gone and there's nothing I can do about it Rainbow mused.

She tried to feel anger, but instead felt sorrow.

The former Pegasus looked up as the rain continued to fall, weighing down her mane and tail and soaking her entire body.

The rain understood, it had to, otherwise it wouldn't be so dismal and dark. Rain fell on sad days, on bad days, the rain always fell. It was scheduled to, but it still fell. Rain fell as if it were the souls of Goddesses past crying over the loss of one of their subjects. Rain definitely understood what Rainbow Dash was feeling.

Rain.

Rainbow Dash stood up and shook herself off, getting her mane out of her eyes by slicking it back with a hoof.

She was getting ready.

A flash of lightning illuminated the night for a brief moment, allowing Dash to see the surface two miles below; more than enough distance to accomplish what she was about to do.

There were many ways to do what Dash wanted to but she felt that stepping off the edge of Cloudsdale was the most appropriate due to it being where she was born. That and feeling the wind rushing past her would make her a little happy before the end.

I was born here, and I shall end it here. I have come full circle...or some such crap like that the Pegasus thought, looking back down at the ground one last time.

Applejack, Twilight, Spike, I'm sorry Dash thought before she closed her eyes and leaned forward, letting gravity take control.

Wind.

Wind was what Rainbow Dash was feeling as she fell towards her end with alarming speed, wind was rushing all around her as she descended, wind was the only thing that could remind her of all the time she spent flying.

Wind would be the last thing Rainbow Dash felt.

I've forgotten how it felt to fly…this is nice the former Pegasus thought as she neared her destination, anticipation building as she waited for the end to hit her.

I'm coming, girls.

The wind ceased rushing past her and everything went still, her world turning pitch black as the end of her time on the planet came to her, bringing with it the future that would be spent with all the friends she lost during the war.

The rain stopped falling a few minutes later.

*-*-*

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

III: Liberty

Gentlemen!

Behold!

Chapter Three!

Warning! Controversial subject manner ahead. AKA a cameo appearance by Derpy Hooves.(I'm sorry.)

*-*-*

Chapter Three

Liberty

March 15th, 2553
Equestrian star system
Twilight Sparkle of the Unicorn race
Town of Ponyville

Twilight Sparkle, at the urgings of Spike, had finally ventured out of the library and into the streets of Ponyville, walking along them for the first time in three weeks.

The Unicorn had decided to pay a visit to a few old friends that had survived the Conflict, mainly the former Cutie Mark Crusaders; Applebloom, Scootaloo, and Sweetie Belle.

The three of them had eventually discovered their special talents after about a year of ridiculous antics, interspersed by the Covenant Conflict. During the war they'd gotten it in their heads that their special talents might have something to do with fighting the Covenant.

It hadn't ended well, but the three of them survived.

At the cost of Twist's life Twilight thought bitterly; she wasn't angry with the three mares anymore, they understood that their actions cost the young filly her life.

The lavender Unicorn reached her first destination; the home of Sweetie Belle, on the west side of Ponyville, near the Everfree forest. Sweetie Belle, who had discovered she was to be a professional singer, bought a home in Ponyville near Fluttershy's old cottage.

Sparkle knocked lightly on the door and waited patiently for Sweetie Belle to open the door. While Twilight waited she looked around the area and appreciated how still it was, remembering how hectic it had been when the Covenant were rolling down this very street.

"For the Gods! For Honor! For the Covenant!" Thar 'Saramee bellowed, he was holding a Fuel-Rod Gun on his left shoulder and wielding his sword in his right, the launcher thumped on each sentence, soaring into the human positions.

"I am THAR 'SARAMEE!" the Sangheili thundered, he dropped the Fuel-Rod Gun and charged for the forward positions, gliding through the crowds of humans as he slashed through them.

The Wraith tanks hovered over the sandbag wall, their cannons spluttering plasma bomb after plasma bomb at the humans.

"DO NOT RELENT, PUSH UNTIL ALL WE STAND UPON ARE ASHES!"

Twilight shuddered at the memory, remembering hearing Thar's voice thunder across Ponyville, her translator spell had still been working and she understood everything he said.

Much to her own dismay.

Twilight was knocked from her musings when the local mail pony, Derpy Hooves, flew down to Sweetie Belle's home, fluttering to a stop and landing on the ground.

"Oh, hello Derpy. Come to deliver Sweetie's mail?" Twilight asked, earning a shake of Derpy's head.

"Sweetie Belle's not in town this week, Twilight. She's off in Canterlot doing a show!" Derpy exclaimed.

"Oh, I see. Thanks, Derpy" Twilight replied, earning a nod from the gray wall-eyed Pegasus before she took off, slamming face first into a neighboring house before getting her bearings straight and flying in a proper direction.

I'll never understand that silly Pegasus Sparkle thought, trotting away from Sweetie's home and making her way across town to Scootaloo's home.

Along the way she decided that she would go with Spike's suggestion and go see Applejack, the orange farm mare assuredly at home as apple-bucking season was over.

Twilight was immensely grateful that Applejack had survived the war and the trauma that came with it, and was glad that the loss of Rainbow Dash hadn't torn a rift between Twilight and Applejack.

Even though Applejack had lost her rear legs to a Covenant energy sword she had gotten mechanical replacements from the UNSC and still managed to be happy in all her days of waking, causing Twilight to be very perplexed.

She has mechanical legs and saw what kind of suffering is possible; why is she as happy as she is? Twilight wondered as she continued on to her destination.

Twilight soon made it to Scootaloo's home and knocked on the door, patiently waiting for the Pegasus to open the door.

Suddenly Derpy Hooves once again landed next to Twilight Sparkle, fluttering down to the ground.

"Oh, hello Derpy. Come to deliver Scootaloo's mail?" Twilight asked, earning a shake of the head to the negative from Derpy.

"Scootaloo's not in town this week, Twilight. She's off in Fillydelphia doing a show!" Derpy answered, flapping her wings and hovering back into the air.

Scootaloo had discovered that she was a stuntspony sometime after Sweetie discovered she was a singer.

"Oh, I see. Thanks, Derpy" Twilight said, trotting away from Scootaloo's home and making her way back across Ponyville again to go to Sweet Apple Acres, where both Applebloom and Applejack lived.

The lavender Unicorn soon reached Sweet Apple Acres and approached the barnhouse, knocking on the door and waiting for one of the Apple family members to answer.

Through some twist of fate Derpy Hooves flew down to Twilight once again, fluttering to a stop and dropping onto the ground.

"Oh, Hello Derpy. Come to deliver mail to Applejack?" Twilight inquired, earning another negative nod from the gray Pegasus.

"Applebloom's not in town this week, Twilight. She's in Appleloosa doing a show" Derpy replied.

"Applebloom doesn't do shows, and I'm here to see Applejack anyway" Twilight flatly stated, Derpy's face contorting into one of 'Oh' as she realized her mistake.

"Oh yeah, that's right. Silly me. Anyway, Applejack is also in Appleloosa" Derpy declared, taking back to the air again with a flap of her wings.

"I see. Thanks, Derpy" Twilight said, walking away from the barnhouse and beginning her trek back to the library.

The lavender Unicorn stopped, deciding that she should spend some more time outside today and find a nice place to relax. The best place to do so was the light forest that made up Sweet Apple Acres apple tree orchard.

Twilight made her way into the orchard and soon came across the old treehouse that had been the Cutie Mark Crusaders' clubhouse long ago; the old wood was rotting and it was clear that the structure was no longer safe to be in.

Sparkle approached a tree near the clubhouse and sighed with exertion as she lowered herself to the ground, her forty years of age obviously catching up to her.

"Shoot" Twilight said as she lowered her head to the ground, feeling exhausted from walking around Ponyville all day.

At least I haven't developed any kind of condition like arthritis Twilight mused, looking up at the sky through the gaps in the treetops.

The sky is so beautiful; I haven't looked at it in so long Twilight thought, knowing the very reason she hadn't done so: she was afraid that if she looked up she would see a Covenant ship.

Fear was commonplace in Ponyville now, fear of looking up and seeing hundreds of Covenant ships descending upon them, fear of looking up only to stop existing entirely as the terrifying plasma beams came down, fear of walking through the forest and seeing seven Sangheili all with energy swords coming at you.

Fear of the Covenant was something that had been firmly embedded into the minds of all sentient life in Equestria.

I remember a time when I didn't have to fear this…where did it all go wrong? Life was fine and then the Sangheili and the humans showed up with no knowledge of each other. Suddenly they discover each other and then everything degrades so quickly. It happened so fast, I just don't know how it happened the lavender Unicorn mused.

Thar…Commander Preston…the battles, gunfire, explosions, all the innocent fillies and colts killed when the Covenant invaded Ponyville...why did all of this happen?

Twilight couldn't answer her own questions.

The lavender Unicorn stood and finally decided to return to the library; the past was the past, and the liberty of the present was awaiting her.

*-*-*

Author's note: This chapter explained what happened to the Cutie Mark Crusaders after the war(as if that weren't obvious) and saw Twilight realize that the liberty of life is something she should be grateful for.

God, copyright laws, why do you have to be such petty douchebags?: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Spike the Dragon, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

IV: And the pursuit of Happiness

Chapter Four

And the pursuit of Happiness

March 21st, 2553
Equestrian star system
Twilight Sparkle of the Unicorn race
Town of Ponyville

Twilight was running, to where she did not know. All she did know was that she needed to run, to gallop, to get the heck out of dodge.

She ran as fast as her hooves could carry her.

Suddenly a terrible noise filled the air, assaulting the Unicorn's ears as an incredibly loud horn trumpeted its mighty blast.

BRRRRRRRRRRRRRRRRRRRRRRRRRRR!

Twilight made it over the crest of a hill and the town of Ponyville came into view, the large hamlet terrified of what was coming over the horizon.

In addition to the trumpeting horn a strange energy-based sound began to build just behind and above Twilight.

The energy sound reached crescendo and a green laser beam rocketed out above the lavender Unicorn, streaking out for Ponyville. The laser struck along the edges of Ponyville and destroyed several houses, causing several explosions to rock the earth below the Unicorn.

Just then gallons of green liquid landed in front of Twilight, forcing her to dive to the left to avoid the mysterious stuff.

When Twilight got back to her feet she saw that where the green liquid landed steam was rising out and dirt and grass had actually been melted.

Twilight heard a mechanical whirring and the horn trumpeting again, prompting her to look up and see that a massive leg had risen high into the air, blotting out the Unicorn's view of the sun before it came back down on top of her.

*-*-*

Twilight awoke with a start, gasping in shock and shooting up right in her bed, sitting in it the same way Lyra used to sit on park benches.

She was covered in a cold sweat and her heart was pounding, threatening to burst out of her chest with the rate it was going.

Sparkle lowered herself to the floor and slowly made her way to the bathroom, the clock inside saying it was 3:43 in the morning.

What was that all about? And what was that massive leg even attached to?Twilight wondered as her body slowly adjusted to waking so quickly.

The Unicorn went downstairs and made herself a pot of coffee, shakily pouring it into a cup and bringing it to her mouth, cringing at the bitter taste.

Applejack should be back today, maybe I'll go pay her a visit Twilight mused, taking another sip of the coffee.

Sparkle ventured out into the main foyer of the library and pulled down a few books, looking to get some reading done before she went to go see Applejack.

*-*-*

Twilight Sparkle closed the door to the library and began her walk to Applejack's home; the time was around one in the afternoon. The sun was brightly shining, the air was clean and crisp, and the temperature was a comfortable eighty degrees.

It was a beautiful day, and it did nothing to make Twilight happy.

The Unicorn's mind wandered off as she slowly trotted along through Ponyville, making her way to Applejack's home at Sweet Apple Acres, a large apple farm that Applejack and her family owned.

When Twilight finally reached the farm she knocked on the door to the farmhouse and stepped back, waiting for one of the apple-family members to open it.

While she waited Twilight looked around Sweet Apple Acres; she had seen the farm plenty of times before but she was merely looking at it to pass the time.

Just then the door opened revealing Applejack's older brother, Big Macintosh, who was a red stallion earth pony sporting an orange mane and tail. His cutie mark was a green McIntosh apple cut in half showing off the inner workings of the apple. He was a large fellow who got through life with honest hard work and Twilight had always found his dedication to his family to be very sweet.

"Oh, hello, Big Mac. Is Applejack home?" Twilight asked.

"Eeyup" Macintosh replied, using the only word he ever seemed to use.

"May I come in to see her?" Sparkle inquired, being as courteous as possible with the stallion.

"Eeyup" Big Mac answered, stepping to the side to allow the Unicorn access.

"Applejack's up in her room, Miss Sparkle" Macintosh stated, trotting away from Twilight towards the kitchen.

Twilight travelled up the stairs and headed down the hall to the end where Applejack's room was, knocking lightly on the door when she reached it.

"What y'all want?" a female cowgirl voice replied from beyond the door.

"Applejack, it's me, Twilight" the lavender Unicorn responded, hearing a few hoofsteps coming from inside the room.

"Well come on in, partner" the cowgirl said, prompting Twilight to open the door and step into the room.

"Howdy, Twilight. What brings y'all here?" Applejack replied, her signature Stetson cowgirl hat perched on her head. Her orange coat was shining in the light and her mane and tail were flowing like silk, implying that they had been recently cleaned. Her cutie mark of three red apples shined along with her coat.

"I just came to visit; it's been a while since we've 'hung out' as Dash always used to say" Twilight said.

"Well shoot, ah'm glad y'all came to visit. I was just plannin' to spend ma day lounging around indoors" Applejack declared.

The two mares sat down on Applejack's bed and began idly chatting, talking to each other about how their lives had been recently. Applejack talking the most about the time she recently spent in Appleloosa.

Eventually their chat turned to Rainbow Dash and their loss of the speedy blue Pegasus.

"I will never get over her death; and what's worse is that we should've known something was wrong. There were obvious signs that she was suffering a depression and we completely ignored them" Twilight said.

"Hey now, Sugarcube, don't think like that. There was no way we coulda known RD was going to do what she did. But tha past is tha past, dear. Ah'm sorry RD is gone too, and I sure as shoot miss her, but don't ya think you should move on at some point?" Applejack said, causing Twilight to look down in sorrow.

"It's just…I don't understand why somepony would take their own life! I don't get it! We all lost so many friends during the war and then Rainbow Dash kills herself! She took herself away from us! I just don't get it!" Sparkle yelled.

"Calm down, Sugarcube. Ah know you're upset but you've gotta move on. Maybe y'all should go see your therapist again" Applejack stated.

Twilight was about to take offense at what the farm mare was suggesting when she realized that she was looking out for the Unicorn, prompting Twilight to nod her head.

"Y-you're right, maybe I should" Twilight said.

"Ah mean just look at me, Sugarcube; I done lost ma darn rear legs but I don't let that bother me none! I got these fancy machine replacements and ah'm still alive, and both o' those facts make me wake up with a smile on ma face every morning" Applejack declared happily.

Twilight looked up at Applejack.

"You know what? You're right; I'm alive and living comfortably with a roof over my head and my wonderful friends who love and appreciate me! From now on I will wake up every morning with a smile on my face!" Sparkle exclaimed.

"That's tha spirit, Twi" Applejack stated, giving a confident swing of her hoof.

"Thanks, Applejack" Twilight replied, finally feeling truly happy for the first time in a few weeks.

"Speaking of friends, how is your search for more friends to be Element bearers comin'?" Applejack inquired, wiping Twilight's smile off her face.

"Not well; twenty years and I still haven't found friends fitful enough to be Element bearers. I'm amazed Equestria has survived this long without having to use the Elements of Harmony" Twilight said.

"Maybe we scared off any evil-doers when we defeated Discord" Applejack suggested, earning a shrug from the lavender Unicorn.

"Maybe. Anyway I should probably get going, Applejack. Spike's probably wondering when I'm gonna get back" Sparkle stated, noting that she'd been there for close to an hour.

"Sure thing, Sugarcube. Y'all take care, OK?" the orange farm mare said, earning a nod to the affirmative from Twilight.

"Thanks, Applejack. Goodbye, now" the lavender Unicorn responded, trotting out of Applejack's room and heading back downstairs.

"See y'all later, Twilight."

Sparkle stepped outside and began walking back to the library, going back the way she came to return to her place of residence.

Before she had arrived at Applejack's home the Pegasus weather ponies came out to assemble a cloud formation over Ponyville, preparing a rain storm to befall the peaceful town. Now on Twilight's way back the Pegasi came out to clear the clouds, pushing them away and bucking them to clear them from the skies.

Their jobs got so much harder after Rainbow Dash's death; I don't think the rest of the weather team was very good at their jobs and simply relied on Dash to do most of the work. Lazy jerks Twilight thought, feeling strangely bitter at the weather Pegasi that had nothing to do with Rainbow's death.

Sudden screams jarred Twilight's thoughts, prompting her to look up and watch as the weather Pegasi scattered from the clouds, flying off as fast as their wings would carry them.

Twilight was perplexed by this behavior until she looked up through a hole in the cloud layer, the thing she saw prompting her to begin galloping in terror back to the library.

Hovering high above the surface of Equestria, just inside the atmosphere, was the silhouette of a Covenant ship.

*-*-*

Author's Note: They're heeeeere.

There is nothing interesting beyond this point: Twilight Sparkle, Applejack, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

Let me know that people are actually reading this by leaving a review. I don't want to feel like I'm talking to a brick wall.

V: They're back

Foreword: what happened to all the comments? My first story got like 4-6 comments per chapter, this story is five chapters in and the total is like eight or something? Did you all run away? Or did someone who has a grudge against me track you all down and kill you? Just let me hear what you have to say about the story because I was expecting lots of comments for chapter 4 and it got none.

Very disheartening.

*-*-*

Chapter Five

They're back

March 21st, 2553
Equestrian star system
Twilight Sparkle of the Unicorn race
Town of Ponyville

Twilight Sparkle reached the library and immediately tried to open the door, finding it tightly locked.

In a panic Twilight began slamming on the door to get Spike's attention so he would open the door.

A dark shadow fell over Ponyville as the Covenant ship came down, hovering directly above Ponyville. The ship overall was much different from Thar 'Saramee's supercarrier, being significantly smaller than Thar's massive vessel. This new ship was extremely bulbous in the middle and did not feature a hook-like prow, instead sporting three fins that stuck down from the front of the ship.

It still terrified Twilight to no end.

"SPIIIIIKE! OPEN THE DOOR!" Sparkle screamed, desperate to get inside so she could get a message to Princess Celestia.

Twilight looked over her shoulder and saw the purple beam of the gravity lift fall until it struck the surface, meaning a Covenant landfall was imminent.

"SPIIIIIIIIIIIIIIIIIIKKE!" Twilight shrieked, in full-on panic mode and in fear for her life.

Gonna die, gonna die, gonna DIE! Nononono! PLEASE OPEN THE DOOR, SPIKE! Twilight frantically thought, continuously pounding on the door.

Another shadow fell over Twilight and she whipped around, eyes coming right up against the knees of a Sangheili warrior, who towered over her. His dark red armor shined in the sunlight and the handle of his energy sword glowed with the fury of a blood lust as it sat deactivated on his thigh. The Sangheili's dark eyes looked down upon Twilight, striking absolute fear into her heart.

She was terrified.

"PLEASE, DON'T HURT ME!" Twilight shrieked, throwing herself to the ground and covering her head with her hooves.

The Sangheili looked down in confusion.

A deep humming caught the Unicorn's attention and she looked up, looking past the Sangheili to see a UNSC ship coming down from space.

"Oh, yes! The humans have come! I knew they'd save us again!" Twilight exclaimed, momentarily forgetting about the Sangheili towering over her with the fire of malice in his eyes.

"Oh, Celestia help me!" Sparkle exclaimed cowering once more.

The Sangheili crouched down and cupped Twilight's chin in his claws, forcing the lavender Unicorn to look at him, chuckling darkly before he spoke.

"This will be fun…" the Sangheili growled before standing tall once again and towering over the Unicorn.

"HEEELLP! SOMEPONY HELP!" Twilight screamed, in fear for her life once again. In all her terror she forgot that she was a Unicorn and could use magic that would possibly save her life.

The Sangheili raised his foot into the air as he prepared to bring his boot down on Twilight's head, ending her miserable existence

The blow never came as an average-sounding voice yelled "Rala! Stop!"

The Sangheili turned around and Twilight looked up, seeing a human approaching both the Unicorn and the Sangheili warrior. This human was dressed similarly to Commander Preston but featured a different insignia and colored stripes on his chest.

"What do you desire, human?" the Sangheili asked, turning slightly to get a better look at the human.

"What are you doing to her?" the human said, coming to a stop next to the Sangheili.

Twilight was confused and terrified; the Sangheili and human weren't fighting, which could imply a number of things, but all meaning that the two were friends and that they'd come to destroy the denizens of Equestria.

"Messing with the poor creature; it's fun to see lesser beings afraid of us" the Sangheili started.

"She is not a 'lesser being', she is an equal; a sentient creature that has as much a right to the freedom of living as the rest of us" the human responded.

"I wish the same could be said for your sentient non-organics…"* the Sangheili huffed.

Twilight was even more confused; are the Sangheili are no longer allied with the Covenant? Maybe they won't be hostile with us now Twilight thought; the glow of the Sangheili's sword handle reminded her otherwise.

"They are equals, Fleetmaster 'Toram, and we're not here to hurt them" the human exclaimed, prompting the Sangheili to fold his arms over his chest and huff in annoyance.

"By your word, human."

The human, seemingly convinced that his counterpart wouldn't harm the Unicorn, crouched down to look the aforementioned equine in the eye, adopting a soothing look on his face.

"Look, I know you're afraid, but there's nothing to fear. My friend and I—" the human started, never getting the chance to finish his sentence as Princess Celestia and a platoon of Royal Guards appeared next to the library, having been brought there via the Princess' teleportation spell.

"Stop them!" Celestia barked, the Royal Guards immediately jumping into action with their battle staffs.

The Sangheili warrior standing over Twilight leaped back and drew his energy sword, prepared to kill any Guard that got near him.

The warring species were about to attack when the human stepped between them, stopping the conflict from escalating any further.

"Enough!" the human shouted, ordering the Sangheili to stand down and turning to face the Princess.

"Listen to me; we're not here to hurt you. My name is James Mitchell, captain of the UNSC frigate Dawn of the Sun. My friend here is Rala 'Toram, member of the Covenant Separatists and Shipmaster of the CCS-class battlecruiser Everlasting Faith; Fleetmaster of the Second Fleet of Unified Clarity. We have come here to help build a diplomatic relationship between the equines of Equestria and the Sangheili of Sangheilios" the human explained.

"Why should I believe you?" Celestia demanded, keeping her Guards ready to strike at any notice.

"Because my species protected you…my father protected you, and the Sangheili are no longer allied with the Covenant" the human answered.

His father? What does he mean? Was his father one of the crewmembers of the Marathon?

Twilight couldn't be sure, and finding out would have to wait until the tensions eased and she'd be allowed to speak with the human and the Sangheili.

Celestia wasn't sure of what to make of this whole thing; on the one hand the Sangheili had waged absolute war with an intention of genocide against the equines of Equestria. On the other hand they seemed to not be hostile anymore and they became friends with the aliens that saved Equestria from doom.

If the Sangheili are willing to atone for their past mistakes and become true friends with her little ponies then who was Celestia to deny friendship?

"I…very well, I will permit the humans and Sangheili to stay here in Equestria for the time being. However I will keep a very close eye on the Sangheili" Celestia stated, motioning for her Guards to stand down as she approached Twilight.

"Rise, my student" the Princess gently demanded, waiting patiently as her pupil shakily rose to her hooves.

"I want you to keep an eye on the Sangheili; make sure he and his companions don't become hostile" Celestia whispered.

"Yes, Princess" Twilight replied, nodding her head a bit as Celestia walked away.

"I will stay in Ponyville for the time, get to know these two individuals before I leave" the Princess stated.

"What, we're all friends? Just like that? Very well…what do you want to know?" the human, Captain Mitchell, inquired.

"Let's start with how the Sangheili and humans came to be friends, but let's all get inside the library before we begin. You may get started without me, as I must make an announcement to all of Equestria" Celestia said.

"Let's get in" Twilight said, still very afraid of the Sangheili. Twilight tried to open the door again and remembered that it was locked.

Groaning in exasperation she channeled her magic to her horn and forced the door open, finding that Spike was no where to be seen.

He must've gone out into the town and ran when the Covenant ship came down Sparkle mused, deciding that she should go find the baby dragon before he got too far.

"Come on, I need your help to find my dragon assistant" Twilight said, walking back outside the library as she and the two aliens began the search for Spike.

*-*-*

With the help of some very reluctant and frightened weather Pegasi Twilight and her accompanying aliens were able to find Spike in his hiding place in a hotel across town and brought him back to the library, there Twilight scolded him for running out but he protested by saying that he went out to go see Applebloom at the hotel, explaining why the library door was locked.

After Princess Celestia finished addressing the denizens of Equestria she returned to the library where they all got the introductions out of the way before proper discussions got underway; Captain Mitchell and the Sangheili Fleetmaster Rala 'Toram going over what had transpired the past three months with the UNSC and the Covenant Empire. Together the two recounted a tale of discovering two Sacred Rings, all-consuming parasites, and the schism that caused the Sangheili to split from the Covenant.

"At first we were not allied with the humans; we still believed in the Forerunners' decree that the humans were affronts to their existence. In the short time before we allied we lost a large number of ships to the Jiralhanae and a human NOVA bomb. The bomb killed one of the most respectable Sangheili that ever lived; Imperial Admiral Xytan 'Jar Wattinree" Rala explained.

"What caused you to finally ally with the humans?" Twilight asked, writing down all Rala said in her notebook.

"As I said we still believed in the Forerunners' ancient decree that humans were a direct affront to their existence. However we soon learned that such a decree had never been made by the Forerunners; it was all a lie perpetrated by the Hierarchs. With that truth revealed we decided to form an alliance with the humans as we both had mutual goals; destruction of the parasite and destroying the Covenant and their crusade to destroy all life in the universe" 'Toram continued.

"I see. Tell me about the Sacred Rings; Thar 'Saramee once told me that activating one of these rings would turn all true believers into Gods" Twilight stated.

"Also a lie perpetrated by the Hierarchs; the rings actually kill all sentient life in the universe to prevent the Parasite from spreading" Rala explained.

Twilight wasn't sure what horrified her more; the fact that the rings kill all in the galaxy or the fact that her notes and knowledge about the rings had been completely wrong all along.

"I see. Well thank you for your time; now I'm sure the Princess would like to speak with you" Twilight stated, looking up at her mentor who was sitting next to her.

"Indeed; I request that the Sangheili Fleetmaster come with me to Canterlot to discuss our possible alliance with their species" Celestia declared.

"Rala is not going with you alone, he has a nasty tendency to become very violent" Captain Mitchell exclaimed.

"I have very many questions to ask so I would prefer to keep you here in Ponyville, Mitchell" Twilight piped up, prompting the human to turn around.

"Let's get one thing straight, Unicorn; I am a Captain of the UNSC Navy and you will address me as such. Understood?" Mitchell stated, not hostile or menacing but very stern and forceful.

"Ah, you're just like Commander Preston; he also demanded that we call him Commander. If you wish to be called Captain then I guess I have no problems with that" Sparkle said.

Captain Mitchell looked away at the mention of Commander Preston.

"That still doesn't solve our issue with bringing a human escort along with me" Celestia spoke.

"I resent being treated like a child; your desire to bring along a human escort to accompany the Princess is insulting to me" the Sangheili Fleetmaster declared.

"Calm down, Rala, we're just trying to find a way to ensure tensions don't rise between you and the Equines of Equestria" Captain Mitchell said.

The human thought about it for a moment before he realized that his most trusted officer, Lieutenant Robert S. Crusher, would be most excellent as an escort for the Princess, seeing as how he knows Rala almost as much as the Captain.

"I've got it; one of my Lieutenants, Robert Crusher, will be your escort" Mitchell declared.

"By the Gods, no; Lieutenant Crusher is an annoying bastard" Rala exclaimed.

"Relax, Fleetmaster. Lieutenant Crusher is the only other human on my ship that you're comfortable around" Captain Mitchell reminded him.

Fleetmaster 'Toram huffed in annoyance as he realized the human was right…again. "Fine, I will have no objections to Lieutenant Crusher escorting the Princess and ensuring that tensions do not rise between the Princess and I" Rala said.

"Good, it's settled then. We shall go to Canterlot at once" Celestia exclaimed, motioning for Rala to follow her outside while the Captain radioed for Lieutenant Crusher to come down and accompany the two to Canterlot.

"You sure the Princess will be safe with Rala?" Twilight inquired, prompting Captain Mitchell to turn around to face the lavender Unicorn.

"Rala is a proud and tough warrior but has also proven himself to be very violent. However Lieutenant Crusher is a good man and is also a very good intermediary, often being the voice of reason in minor conflicts that arise between Rala's Sangheili warriors and the men and women of my ship. Your Princess will be safe with Lieutenant Crusher around" the Captain explained.

"I hope you're right" Sparkle responded, glancing down at her notes.

"Would you mind answering some more questions to pass the time?" Twilight asked, levitating her notebook and pencil back up to continue writing.

"Not at all; what do you want to know?" Captain Mitchell said, sitting down on the couch in the foyer of the library.

"Tell me more about the UNSC's technology" the lavender Unicorn requested.

A proud smile spread across Captain Mitchell's face as he decided to tell Twilight all about the greatest piece of technology he had ever come to known; his ship.

*-*-*

Author's note: References! They return to my story and they will be the same as they were in Ever Wonder What's Up There. They will marked with an *. Today's * is a reference to the persecution the Geth suffer at the hands of all organic life in the Mass Effect series.

So the humans and Sangheili have returned to Equestria as one, and are looking to build an alliance with the Ponies of the planet. Will they succeed, 'they' referring to the Sangheili? as the humans have already been re-accepted. Furthermore, who was Captain Mitchell referring to when he said that his father protected Equestria from destruction? Find the answers to these questions in future chapters.

Not even the Reapers could destroy the lawsuits I would suffer if I didn't include the next four lines of text: Captain James Mitchell, Fleetmaster Rala 'Toram, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

Shepard-Commander: "Hey Garrus, got a minute?" Vakarian-Garrus: "Can it wait for a bit? I'm in the middle of calibrating a review on this story."

VI: Ponies and Elites

Chapter Six

Ponies and Elites

March 22nd, 2553
Equestrian star system
Royal City of Canterlot
Shipmaster Rala 'Toram of the CCS-class battlecruiser Everlasting Faith; Fleetmaster of the Second Fleet of Unified Clarity

Fleetmaster 'Toram hovered down into the streets of Canterlot from his ship, having moved it over the Royal City so the trip to and from the city would be short.

The Sangheili Fleetmaster landed in the streets with a thud, the ponies of the town backing away from him just as they did when he first arrived in the city yesterday.

Discussions between the Princess and Rala had come along nice, with the human Lieutenant Crusher acting as a moderator to make sure neither got too hostile with each other over what Shipmaster 'Saramee and his Sangheili did to the pony inhabitants. Rala was impressed that the Princess even willing to become allies with the Sangheili; according to some reports she lost her sister during the final days of the Conflict.

Rala 'Toram did not care.

It's a pity Shipmaster 'Saramee died during the war on this planet; he would've become a valuable asset during our campaign against the Parasite Rala mused.

The Sangheili Fleetmaster arrived at Canterlot Tower, the home of Princess Celestia, and was permitted access by the Unicorn guards outside the main gate. Rala entered the Tower and proceeded up to the top floor to reach the Princess' bedchambers.

Upon entered he was greeted with Lieutenant Crusher and Princess Celestia idly chatting next to a fireplace, both individuals sitting down on large squares of fiber the humans called 'pillows.'

The two stood as Fleetmaster 'Toram approached, his boots striking the marble floor with a distinct thud.

"Ahh, welcome back, Rala. You ready to continue your alliance discussions with the Princess?" Lieutenant Crusher asked.

"Yes, human, I am ready" Rala responded dismissively, an act which caught the attention of Princess Celestia.

"You don't seem very fond of Lieutenant Crusher; do you not like him?" Celestia inquired.

"No, I do not" Rala answered, also being dismissive to the Princess.

"Don't mind him, Celly, he led several campaigns against the human race during the war; he never liked our species at all" Lieutenant Crusher explained.

That wasn't entirely true; Rala had always thought humans had merit and should've been given chance to join the Covenant, but his oath to the Covenant had prevented him from taking mercy on the creatures.

"Enough with the small-talk, human; are we or are we not going to continue talks of a diplomatic relation?" the Sangheili Fleetmaster said.

"Actually I decided it would be best to for me to know you more; true relations come with friendship" Celestia stated, earning an amused scoff from the Fleetmaster.

"You want me to form a 'friendship' with you?" Rala laughed, shaking his head. "The relationship between our species will be professional, not personal."

"That's a shame. Tell me about yourself anyway, Fleetmaster" the Princess requested, deciding on a different approach to earning his friendship.

If there was one thing Rala 'Toram genuinely enjoyed it was telling others the history of his actions. "During the war against the humans I initially commanded only my ship, a battlecruiser titled Everlasting Faith. During the destruction of the human colony of 'Arcadia' I destroyed two ships and damaged two others. My work stopped the humans from reinforcing their positions on the planet and allowed an Arbiter, Ripa 'Moramee, to discover the location of a shield world. However, the two damaged ships escaped along with a third that followed Ripa. After the battle I was promoted to Fleetmaster and given command of the newly formed Second Fleet of Unified Clarity: though one of the smallest fleets in the Covenant Navy I was still proud to lead it. In 2549 I returned to Arcadia with my fleet and glassed the planet, killing the one million humans that remained" Rala began, recounting what was basically the starting point of his career.

"Much later, in September of 2552, my fleet discovered the human colony of New Jerusalem. The human defense forces suffered near annihilation before retreating, allowing my fleet to glass the planet. A small fleet of human ships were the only thing between my fleet and the planet…they did not last long" Rala continued.

At this point Lieutenant Crusher chose to chime in. "What Fleety here isn't telling you is that Rear Admiral Michael Preston commanded that fleet."

"Michael Preston? A Commander with the same name led the defense of Equestria from Thar 'Saramee" Celestia said.

"At any rate we finished off the colony and moved on. My next engagement took place at Earth, the human homeworld; my fleet was no where near Jiralhanae ships or High Charity when the Schism split the Covenant in half, we were far off, and as a result our first battle against the Jiralhanae would be our last. I did not accompany Fleetmaster Rtas 'Vadum when he travelled to The Ark to destroy the last of the Covenant with the humans and their Demon" Rala continued.

"'Demon'?" Celestia asked, wondering what he meant.

"He's talking about the Chief; Master Chief Petty Officer Spartan-117. He is the last of the Spartan-IIs…well, he was the last…now he's presumed dead" Lieutenant Crusher stated.

"Why is he called 'Demon'?" the Princess inquired.

"It is a title given to him by the Sangheili when he destroyed one of the Rings, before we split from the Covenant. His destruction of the Ring was viewed as a direct attack against the Forerunners and their Godhood, theories that were later proved untrue…" Rala trailed off.

"I see" Celestia said, looking away she remembered that Rala said he commanded a whole fleet, yet the Princess had only seen his flagship. This perplexed her.

"You said that you were a Fleetmaster; where is the rest of your fleet?" Celestia asked, earning a nod of realization from the Sangheili.

"My fleet has returned to Sangheilios, our homeworld, to ensure its safety from the Jiralhanae. The Sangheili leadership sent me on a special mission to find Equestria to build a diplomatic relationship with your people, and Captain Mitchell also requested that he come along to reestablish a relationship with your kind. His personal mission to prevent another war between us came as a bonus objective" Rala explained.

"You said that you had to find Equestria; did you not have records?" Celestia stated.

"Our only records of Equestria's location disappeared when Shipmaster 'Saramee's ship was destroyed, and the human Commander Preston left behind false coordinates when he returned to human space. The human Office of Naval Intelligence believes the Commander was trying to hide your planet from his own people" the Sangheili explained.

"Interesting" the Princess commented.

"Well I suppose that's enough; I'm willing to let you return to Ponyville if you so desire, but I'll have my student and the humans keep an eye on you" Celestia said.

"Do you not trust me?" 'Toram asked, slightly amused.

"Your kind performed unspeakable horrors on my ponies, and nearly caused our extinction. Not to mention killed my sister, Princess Luna. So yes, I am a bit hesitant to trust, but I am willing to give the Sangheili a second chance" the Princess answered.

"By your word, Princess" Rala 'Toram stated, turning and leaving Celestia's bedchambers.

Once he had left Princess Celestia turned to Lieutenant Crusher, who was kicking back in one of the chairs the Princess kept in her bedchambers.

"Tell me, Lieutenant; can Fleetmaster Rala 'Toram be trusted?" Celestia asked, still concerned about the Sangheili and what they've done in the past. It also seemed Rala took pride in saying that he caused the deaths of well over a million humans.

"Fleety did the same thing to your people that he did to mine, and now our two species have allied. I trust him, as does Captain Mitchell. Rala may be very violent, and is quite dismissive and acts like he doesn't care, but when push comes to shove Rala will gladly swoop in and save the lives of all beings allied with him. He says that saving lives bestows honor upon his name but I think he does it because he truly does care about his human allies, and I truly believe he will come to care about his pony soon-to-be allies as well" Crusher answered.

Celestia could only pray that the Lieutenant was right.

*-*-*

Author's note: This story seems to be coming along nicely.

In other news the Michael Preston mentioned in this chapter is indeed the same human who lead the defense of Equestria from Thar 'Saramee in the first story, he was promoted to Captain after the events of Ever Wonder What's Up There and eventually made it to Rear Admiral before he was killed. All of this was explained in the epilogue of the first story.

Lawsuit Shield: Captain James Mitchell, Fleetmaster Rala 'Toram, Rear Admiral Michael Preston, and all related characters belong to me. Princess Celestia, Princess Luna, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries(unfortunately.)

VII: Voices from the Past

Foreword: oh my God Battlefield 3 is so much goddamn fun. Flying around in a shitty Russian helicopter on Operation Firestorm and getting my first ever jet kills while singing Top Gun music and then going "ALLAH JIHAD" on the enemy helicopter with a jet is fucking hilarious.

Chapter Seven

Voices from the past

March 22nd, 2553
Equestrian star system
Town of Ponyville
Captain James Mitchell of the UNSC frigate Dawn of the Sun

"James…" a voice whispered, coming from every where and no where.

Captain Mitchell stood in a patch of flatland, the silhouette of a city in the distance hidden by the dark shapes of trees that surrounded him.

"James…" the voice whispered again, and the Captain slowly stepped toward where he thought the voice might be originating from.

"James…"

Captain Mitchell found himself unable to reply to the voices, no voice of his own able to be produced by his vocal cords, leaving him unable to call out to the speaker.

"James…" the voice declared once again; it was male and average sounding, and seemed to be getting closer to the Captain.

"James…" the voice said, closer than ever. Captain James Mitchell entered the circle of trees, turning around one and coming face to face with his father.

"It's your fault" his father declared menacingly, motioning to the city in the distance as red plasma began to rain down on it, illuminating the dark skies.

A horrified look dawned on Captain Mitchell's face as he looked back at his father, who was slowly melting from plasma burns.

"Your fault…James" his father growled as he lifted his arms into the air, beckoning the plasma to rain down upon them all.

The entire area became engulfed in the flames of red plasma from a Covenant ship hiding above the cloud layer; miraculously James Mitchell wasn't touched, nor did he feel the heat.

"Your fault…" his father whispered as the flames completely engulfed him, leaving Captain Mitchell alone in the clearing.

BRRRRRRRRRRRRRRRRRRRRRRRRRRR!

A tremendous horn trumpeted its mighty blast, causing James to look around; the flames from the plasma played hell with his vision and prevented him from seeing what was trumpeting the horn.

BRRRRRRRRRRRRRRRRRRRRRRRRRRR!

The horn bellowed again and suddenly a green stream of plasma lanced out for the Captain, about to kill him when all of a sudden it struck an invisible bubble around the Captain.

A mechanical whirring and a tremor that rocked the earth beneath Mitchell's feet led him to believe something massive was on the move, coming for him.

With the plasma all around Captain Mitchell had no where to go, and would be killed by whatever was firing the plasma at him.

Suddenly a massive machine poked its head through the cloud layer, a green light building on the front and flaps on the side moving out of the way.

BRRRRRRRRRRRRRRRRRRRRRRRRRRR!

The horn thundered louder than ever as the green light built ever brighter before climaxing and racing out for the Captain in a stream of green plasma.

Just then everything became nothing as all the plasma disappeared, ceasing to exist and rendering Captain James Mitchell's world pitch black.

*-*-*

Captain Mitchell awoke with a start, sweat pouring off his brow and eyes wide as they searched the room, his hand was up and gripping his M6C magnum sidearm so tight that his knuckles were as white as paper.

He was lying on the couch of Ponyville's library, the clock telling him it was 7:00AM.

The nightmares…they're back. I thought I got over my father's death… James thought, rubbing at his left eye while his other hand returned the M6C to his holster.

The Captain walked into the library's kitchen and started to brew some coffee, impatiently waiting for the pot to fill so he would have something to get his mind off the nightmare.

Just as the last drop fell into the pot Mitchell swiped it up and poured it into a clean mug he'd found on a counter, downing half the cup in a single swig. The bitter taste no longer affected the Captain.

Captain Mitchell heard hoofsteps approaching and turned to the door, seeing the Unicorn Twilight Sparkle step into the kitchen, a surprised look on her face.

"Oh, sorry, Captain, I didn't know you were awake. I'm not used to seeing others awake this early" Twilight admitted.

"Usually I'm up earlier than this, five 'o' clock most days. That's if I'd actually slept the night before" the Captain replied.

"You don't get much sleep?" Sparkle asked, concerned for the Captain's health. He offered the Unicorn a cup of coffee and she accepted, but not before dumping half a jar of sugar in it to mitigate the bitterness.

"My job doesn't permit it. Thought now that the war is over I can sleep more often" Captain Mitchell answered.

"I see" Twilight said, trailing off as she didn't know what else to talk about.

Just then the Captain stood and headed for the door, opening it and turning back when Twilight asked where he was going.

"I'm gonna go tour the town for a few hours before going out to Canterlot to check on Shipmaster Rala and the Princess" Mitchell said.

"Well if your friend Lieutenant Crusher is still there then I'm sure they're just fine" Twilight replied.

"Sure" the Captain stated before stepping out, closing the door behind him.

A few hours later Captain James Mitchell stopped to rest in a park, sitting down on one of the benches and relaxing as the mid-day sun beamed down on the planet. Mitchell's frigate, the UNSC Dawn of the Sun, was currently hovering over the Everfree forest while most of the crew was in Ponyville as a form of shore leave.

While sitting on the bench the Captain looked over and saw the city of Canterlot far in the distance, the silhouette of Rala's battlecruiser sitting next to the mountain.

Your fault the voice of Mitchell's father echoed in the Captain's mind, causing him to shake his head in anger.

"Damn it, not this shit again" Captain Mitchell exclaimed, standing up from the bench with a huff.

The death of his father had plagued James Mitchell for sometime after it happened but he thought he had gotten over it.

"Apparently not."

The Captain shook his head and made his way back to Twilight's library, hoping his father would stop haunting him.

Not in the cards the Captain thought with a smile.

*-*-*

Author's note(POSSIBLE SPOILERS FOR THIS STORY. YOU'VE BEEN WARNED): lots of dreams will be in this story, and all of them will have an impact on the story and plot.

Fantastic.

*-*-*

Legal dickery: Captain James Mitchell, Fleetmaster Rala 'Toram, 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 343i(unfortunately.

VIII: Return

Chapter Eight

Return

March 23rd, 2553
Equestrian star system
Town of Ponyville
Shipmaster Rala 'Toram of the CCS-class battlecruiser Everlasting Faith; Fleetmaster of the Second Fleet of Unified Clarity

Fleetmaster 'Toram's boots struck ground and the Phantom dropship that brought him down flew off, returning to the Everlasting Faith, which was hovering beside the Royal City of Canterlot.

Talks of an alliance had been going very well between the Shipmaster and the ruler of Equestria, Princess Celestia, to the point where the Princess had allowed Rala to return for Ponyville for the time being.

The ponies of the town still feared and hated the Fleetmaster for what Shipmaster 'Saramee did twenty years ago but officially the two species were on the fast track to becoming allies.

Rala opened the door to Ponyville's library and found Captain Mitchell and the Unicorn Twilight Sparkle sitting together on a couch, the human answering questions the Unicorn was putting forth.

"Ah, welcome back, Fleetmaster 'Toram. How'd the talks go with the Princess?" Captain Mitchell asked.

"Fine. She permitted me to return to Ponyville for a short time, and I believe that our two species will soon be allies" Rala answered.

"That's good" the Captain said.

"I'm hesitant to trust you, Fleetmaster, but if the Princess trusts you then I guess I can too" Twilight Sparkle stated.

"No, do not trust one because your leader does, that is the surest path to destruction. Don't ever accept or agree with something because your leader does. Make your own decisions, choose to trust who you want to trust, and like or dislike something or someone for your own reasons" Rala declared.

"What are you suggesting?" Twilight asked, very much confused.

"Question your leader, do not submit to the same blind subservience that the Sangheili did, lest you nearly suffer the same fate at the hands of your leader" the Fleetmaster answered.

Twilight immediately defended her mentor. "Captain Mitchell told me more about your split from the Covenant and the Princess would never do to us what the Hierarchs did to you."

"I once thought the same thing for my people" Fleetmaster 'Toram stated darkly before turning and heading for the door.

"Where are you going?" both Twilight and Mitchell asked in unison.

"I wish to visit the one you call Applejack, I believe she hates us with a passion" Rala responded.

"What do you think, Captain? Can we trust him to go to Applejack's alone?" Twilight asked, turning to the human.

"Absolutely" the Captain said.

"Very well then, you may go, Fleetmaster" Sparkle exclaimed.

"I was not asking for permission" 'Toram growled at them before exiting the library, slamming the door shut behind him.

The Sangheili proceeded across town to the apple farm known as Sweet Apple Acres and knocked on the door to the barnhouse, stepping back and patiently waiting for one of the inhabitants to open the door.

When it did happen Rala 'Toram looked down into the face of an orange female pony with blonde hair and what the humans called a 'cowboy hat.'

She immediately tried to attack the Sangheili.

"We will have none of that!" Rala exclaimed, putting the mare down into a neutral position.

"What are y'all doing here?" the mare demanded.

"We have come to build a diplomatic relationship with your people. I have come here to make peace with you, for I know you hate my people and all ill feelings must be worked out before a true alliance can be formed" Rala explained.

"What?" the mare asked, greatly confused.

"I have come asking for forgiveness for the past actions of my people" the Fleetmaster said in simpler terms.

"Ah don't think so; one of your kind cost me ma legs, and the rest killed hundreds of ponies, including a few of ma friends. There ain't no way we're gonna be friends!" the mare stated.

"Are you really so stubborn? Can you not forgive my people for something that happened twenty years ago?" Rala asked.

"No! Ah can not!" the orange female screamed.

"Fine. So be it" the Fleetmaster declared, releasing the mare and stepping away.

The mare got back into position in the doorway, staring at the Fleetmaster in unbridled anger and malice.

"Yew and I will never be friends; ya got that?" the orange mare inquired.

"Absolutely" Rala answered, turning and walking away.

"And don't ever come around here again!" the mare yelled after him, earning a huff of acknowledgement from the Sangheili Fleetmaster.

Can not say I didn't try the Fleetmaster thought as he re-entered the town proper, earning the usual menacing and fearful looks from the townsponies.

As Rala entered the town square where a structure known as a 'town hall' resided he accidentally bumped into a Pegasus pony who was floating along, knocking her to the ground hard.

"Get out of my way" Rala demanded as the gray Pegasus looked up at him, fear immediately filling her eyes which were both aligned in different directions.

The Pegasus scrambled away a few inches and yelled "get away!" earning the attention of several nearby ponies who immediately came over to save their friend from the Sangheili.

"Get away from her you split-mouth freak!" one of the ponies demanded, angering the Fleetmaster who had to physically restrain himself from killing her and the other ponies.

"Yeah! Why don't you get back on your big floaty thing and leave us all alone!" one other pony demanded; the commotion was starting to draw a crowd, all of them interested in harassing the seven foot tall alien.

"Nopony wants your kind here!"

"Our foals are constantly in danger! I had to pull my little filly out of school to keep her safe at home!"

"The Princess should forbid you from being here!"

"Get out of our town, you freak!"

The ponies were beginning to surround the Fleetmaster, much to his mild disapproval as they were of no real threat to him.

Suddenly there was a loud ping as a rock bounced off the Fleetmaster's helmet, having been thrown by a nearby pony.

The move provoked the Fleetmaster to whip around and draw his energy sword, activating it with a single flick which caused the blade to ignite into existence and eliciting frightened screams from the crowd as they backed off a few steps.

"Who threw that?" the Fleetmaster demanded, looking around the crowd for any ponies who looked guilty.

Another rock pinged off Rala's helmet and he whipped around again, seeing a brown male pony finish putting his hoof back on the ground.

The pony knew he was screwed.

Rala 'Toram stalked toward the brown stallion, shoving aside multiple ponies as the offender tried to escape, failing to do so as the Fleetmaster snatched him up by the throat.

"Gaaahhh!" the stallion exclaimed as the Sangheili Fleetmaster shoved him against the wall of a nearby structure, raising his energy sword to kill the individual.

Before he could strike, however, the stallion spat directly into his face, causing the Fleetmaster to growl; first in anger, then in anticipation.

Rala deactivated his energy sword and stowed it, making a reminder that he'd have to find a way to restore his honor later as he had drawn a weapon and not used it.

"I'm not allowed to kill you, but that won't stop me from hurting you" Rala exclaimed, pulling his mandibles into a smile.

"You don't scare me" the stallion stated.

"I will" 'Toram replied.

"Rala! Stop!" the Fleetmaster heard Captain James Mitchell's voice call out, looking to the left to see the human approaching.

Fleetmaster 'Toram growled in frustration as the stallion in his claws smirked smugly.

"Can't do anything to me now, freak" the brown stallion declared, completely igniting Rala 'Toram's anger.

The Fleetmaster pulled his arm back drove his fist forward into the stallion's stomach, completely snapping several bones and severely bruising a few organs.

"RALA!" Captain Mitchell shouted, sprinting for the Fleetmaster to stop him from hurting the pony further.

He wouldn't have to, however, as Fleetmaster Rala 'Toram was finished when he grabbed the pony by one of his front legs and tossed him through a window, glass shattering and spraying everywhere, slicing along the brown stallion and causing only a few deep lacerations.

"Let that be a lesson to all of you" Rala declared before being confronted by Captain James Mitchell, who pulled him aside into an alleyway.

"Why did you do that, Rala?" the human demanded to know.

"I don't have to answer anything human" the Fleetmaster replied.

"What has gotten into you, Rala?" Captain Mitchell inquired, very confused by his friend's recent behavior.

"I hate these ponies. They are all filthy, primitive, savages and don't deserve civilization. Much less intelligence. Makes me wish I had taken the opportunity to join the Divine Wind so I could've aided Shipmaster 'Saramee in his campaign against them twenty years ago…they do NOT deserve to live" Rala explained.

James rubbed at his temples and knew that an act like this wouldn't go unpunished. "The Princess will not be happy about this."

"Allow me to deal with that" Rala 'Toram said, calling for one of his dropships to come down to take him to Canterlot.

Once the Fleetmaster had left Captain Mitchell made sure the brown stallion was going to receive proper medical care before heading back to the library.

The Captain had almost reached the library when he realized he didn't ask Rala how the meeting with Applejack went.

*-*-*

Author's note: sounds like Fleetmaster Rala 'Toram is having some trouble with the ponies in the town. Let us hope that doesn't become a problem, yes?

Dick: Fleetmaster Rala 'Toram, Captain James Mitchell, and all related characters belong to me. Twilight Sparkle, Applejack, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries(unfortunately.)

IX: Visions

Foreword: Pay close attention to this chapter, it's very important.

*-*-*

Chapter Nine

Visions

March 24th, 2553
Equestrian star system
Town of Ponyville
Unicorn Twilight Sparkle

"Twilight" Rainbow Dash's voice called out in a whisper, emanating from everywhere around the Unicorn.

"Rainbow?" Twilight asked, looking around her surroundings. The lavender Unicorn was in a large open field that had absolutely no places to hide in, so she couldn't be sure where Dash's voice was coming from.

"Twilight" Rainbow declared once again, this time in a firmer tone; she didn't sound very happy.

"Rainbow, where are you?" Twilight inquired, looking around the area once again to see if she could locate the Pegasus. She of course also checked the sky to see if Dash was hovering above her.

Rainbow was no where to be seen.

"It's all your fault, Twilight" Dash said, confusing the lavender Unicorn even further.

Just then a bright cloud appeared some distance ahead and high in the air, looking too surreal to be a natural cloud.

Suddenly Rainbow Dash leaped from the cloud and began streaking for the ground, her wings not moving at all.

"Rainbow!" Twilight screamed, immediately starting to gallop for the cloud to save her friend. But no matter how fast she went she couldn't reach the cloud and wouldn't be able to save her falling Pegasus friend.

Rainbow Dash struck the ground with a sickening crunch right in front of Twilight, who screamed in horror as she looked down at the dead body of her friend.

"Your fault!" Dash's disembodied voice screamed. "It's all your fault!"

"NO!" Sparkle shouted back, cowering down and covering her head with her forehooves as the ghostly visions of not only Rainbow Dash but also Pinkie Pie, Rarity, and Fluttershy.

All four of them shouted "your fault!"

"NOOOOOOO!" Twilight screamed as her friends surrounded her, towering over her and coming closer as they began to swallow the lavender Unicorn with their bodies, pulling her down into the realm of darkness.

*-*-*

Twilight Sparkle awoke with a scream, shooting upright and immediately falling off her bed and landing on the floor.

Twilight rubbed her head where it struck the floorboards before standing up and heading into the bathroom where she turned on the sink faucet and splashed cold water on her face. She didn't have to worry about waking Spike as he was away in Canterlot and Captain Mitchell had returned to his ship.

What was that all about? Twilight wondered, drying her face off and locking the bathroom door as she sat down on the toilet to pee.

Sparkle sighed and soon finished and exited the bathroom, stepping outside onto her balcony and looking up at the night sky.

At least the sky is clear tonight; I can see all the stars and constellations Twilight thought as she took in all of the night's natural beauty.

If only Princess Luna were still alive Sparkle mused, sudden sorrow overcoming her as she thought back to when she first heard about the Princess of the Night's death.

Sad day for all of us, including Princess Celestia. Even though she didn't show it I still think the death of Luna hit her hard. In fact I think— Twilight's thoughts were cut off when movement by the moon caught her eye, prompting her to levitate her telescope over to take a look.

The lavender Unicorn took a look and was surprised when she saw dozens of Covenant ships swarming around the moon, all of them slowly encroaching upon Equestria.

"Must be the rest of Rala's fleet" Twilight said to herself, remembering that the Sangheili was indeed a Fleetmaster and commanded an entire armada of Covenant ships.

I wonder how the rest of Equestria will respond with an entire Sangheili fleet descending upon our planet. I know that many ponies around Equestria have petitioned Princess Celestia to order Rala 'Toram and his ship to leave the lavender Unicorn thought.

I know the Sangheili were responsible for the deaths of thousands of ponies twenty years ago but can't we all just move on? The Sangheili that are here aren't even the ones that were under the leadership of Shipmaster 'Saramee?

"Oh, Thar…" Twilight said; thinking about Thar 'Saramee and the friendship she formed with him always saddened her greatly.

Intense humming caught the attention of the lavender Unicorn and she looked to the left to Canterlot far in the distance, seeing a Covenant ship descend from space and come to a stop above Canterlot; the vessel was a CSO-class Supercarrier similar to what Thar 'Saramee's ship had been twenty years ago.

"Hmm, I wonder what the Sangheili Shipmaster of this ship will be like" Sparkle mused as she turned around to go back inside to get some more sleep.

Suddenly there was a tremendous explosion causing Twilight to whip around and look back at Canterlot, seeing a red stream falling down from the Supercarrier slicing through the Royal City, causing many explosions and assuredly killing hundreds and possibly thousands instantly.

"WHAT? NOOOOOOOOOOOOOO!" Twilight shrieked in horror as the red beam continued to slash through Canterlot.

Just then more Covenant ships descended from the skies and immediately began the same thing, an act that Thar once explained was called glassing; raining plasma on a planet's surface until it had killed everything and everyone and rendered a planet uninhabitable.

"Oh nonononononoNO! NOO!" Twilight yelled, unwilling to accept the reality of the situation.

Suddenly another Covenant ship came down directly above Ponyville and began its glassing, red plasma raining down along the outer edges of the town.

The true Covenant had returned.

*-*-*

Author's note: And so it begins...the last remnants of the Covenant Empire have found Equestria and are looking to finish what Thar 'Saramee started twenty years ago. Will they succeed? Or will our heroes rise above and destroy them? Only time will tell.

These legal notes are fucking things up! I'm never gonna see my wife and kids again! That's bullshit!: Captain James Mitchell, Fleetmaster Rala 'Toram, Shipmaster Thar 'Saramee and all related characters belong to me. Twilight Sparkle, Spike the Dragon, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries(unfortunately.)

X: The HVI's

Foreword: Leave a review? Question mark?

*-*-*

Chapter Ten

The HVI's

March 24th, 2553
Equestrian star system
Skies above Equestria
Captain James Mitchell of the UNSC frigate Dawn of the Sun
8:14AM

"What're we looking at?" the Captain asked as he stepped onto the bridge of his ship and looked out the viewport at Canterlot, which they were fast approaching. Fires in the Royal City bled plumes of black smoke into the sky that dissipated around the shields of the Supercarrier hovering above it.

"We got a Brute Supercarrier above Canterlot, Ponyville, and New Cloudsdale. And we've received reports from our unmanned craft that Covenant ships are above many other pony settlements and metropolitans including New Appleloosa, Fillydelphia, and Manehattan" the A.I. of the Dawn, Never-ending Summer, declared as her hologram appeared on the appropriate holo-tank next to the main screen.

"Equestria's being assaulted on all fronts. This is a full fledged invasion" the Captain remarked, sitting down in his command chair.

"Correct, sir" Never-ending Summer stated.

Captain Mitchell leaned forward and looked at the Brute ship and Canterlot, wondering how he would get in to extract the Princess and Lieutenant Crusher.

"We can't go straight in, the Supercarrier would immediately blow us away, and I have no idea where the Everlasting Faith went to. So what should we do?" the Captain asked.

"Based on my analysis the best course of action would be to retreat; we do not have the firepower to engage even a Corvette, much less a Supercarrier" Summer answered.

"No, we're here to help the Ponies of Equestria. We're going to stand, and we're going to fight" Mitchell exclaimed.

The Captain thought about it for a moment before he decided on a course of action. "Summer, notify Marine Combat Team Fourteen, order them to load up a medium combat load and have them report to launch bay seven" Captain Mitchell commanded.

"Yes, Captain" the A.I. replied, her hologram disappearing.

*-*-*

"Move it, Marines, we haven't got all day" Staff Sergeant Jennifer Williams ordered as she stood next to a D77H-TCI Pelican dropship, a BR55HB-SR* in her hands.

The Marines piled into the Pelican and she joined them, motioning for the pilot to take off while the rear ramp closed. Staff Sergeant Williams stepped into the cockpit as they rocketed across the sky for the Royal City of Canterlot.

Silly name. It bothers me that most of the city names seem to be parodies of Earth cities the Staff Sergeant thought. The city was beautiful.

The key word is 'was.'

Williams stepped back into the 'blood tray' as it was called by front-line troopers to address her Marines.

"Listen up, MCT 14; we've got two high value individuals to extract from a location known as Canterlot Tower. One is a bridge crewmember of our parent ship, and the other is the ruler of this entire country, Princess Celestia. Our orders are simple; get in, extract the HVI's, and get the fuck out" Staff Sergeant Williams declared.

"Questions?" she asked.

"I've got one; why in the hell is this entire country populated by talking ponies?" a Corporal by the name of Walter Hughes inquired.

"You get a chance you can ask them yourself. Any other questions?" the Staff Sergeant asked.

No other hands went up.

"Outstanding. Stay alert, Marines" Williams ordered before stepping back into the cockpit to check on their distance to Canterlot.

They were almost at the city.

"Stand to it, Marines" Staff Sergeant Williams shouted as she walked back into the blood tray, the Pelican coming to a stop outside the remains of Canterlot Tower, half of which had collapsed from being sliced in half and was now resting on two different structures, creating a perfectly horizontal bridge between the two.

"This thing safe?" Corporal Hughes asked as they entered the horizontal remains of Canterlot tower through the hole at the bottom of the detached part of the tower.

"Probably not" a Private by the name of Samuel Jenkins replied as he tested the walls, which had become the floor when the upper half collapsed.

"Stay quiet. Watch the ground for windows and take it slow" Staff Sergeant Williams ordered as she and the Marines began to make their way through the horizontal tower, making sure to move slowly so the tower doesn't shift and collapse

They made their way through the tower, making sure to mind their step and to avoid any windows or doors that would collapse under their weight.

Eventually they made it to where the Princess's bedchambers were, the double doors right in front of them on the floor.

"Open it up, Samuel" Staff Sergeant Williams ordered, the private complying as he crouched down to lift the doors up, permitting the rest of the squad to look in the room below.

The HVI's were naturally all the way down at the bottom, next to the glass entrance to an outer balcony.

"Hey! Friendlies coming down!" Williams yelled, earning the attention of the pony Princess and Lieutenant Crusher.

"Don't bother, I'll bring us up to you!" Celestia shouted back, her horn taking on a magical glow before she and the Lieutenant disappeared in a bright flash.

The same flash lit up the hall MCT 14 was in and the two individuals reappeared next to them, the Lieutenant immediately bending over and vomiting on the floor.

"Warn me next time you do that!" he demanded after he had recovered.

"My apologies" the Princess replied; she was about as tall as the humans but seemed larger than life.

"So if you could've done that teleportation the whole time we were stuck down there then why didn't you?" Lieutenant Crusher asked.

"I wasn't sure where we could go; all of Equestria is occupied by Sangheili forces. I should've known they were lying when they said they wanted a diplomatic relationship" Celestia stated bitterly.

The Marines were confused for a moment before Staff Sergeant Williams realized that Celestia herself was confused on an entirely different matter.

"Wait, Princess, I think you might be wrong. The Covenant ships attacking this place are not of Elite origin. They belong to the Brutes" the Staff Sergeant explained.

"Elites? Brutes? What are those? More Covenant forces we will have to deal with?" the Princess inquired.

"No, they're the names we gave to the Sangheili and Jiralhanae" Williams answered.

"I see. Well I'm sure you're here to rescue me?" Princess Celestia asked, more of a statement than a question.

"Sure are. Let's get out of here" the Staff Sergeant declared.

Celestia took one last look around the hall before hanging her head in defeat; as much as she didn't like it she would have to leave her home, Canterlot, for the time being.

I will come back, and we will drive the Covenant from our planet she thought.

"Let's go" Celestia said, following the Marines as they made it to the nearest exit point where they signaled for evac.

Once they had returned to the Dawn of the Sun Lieutenant Crusher reported to the bridge where he returned to his station while Captain James Mitchell brought the Dawn into space to hold an emergency meeting with Princess Celestia.

Once the two were in the conference room tensions quickly rose as Celestia was angered by the actions of the Covenant and the fact that Rala 'Toram had mysteriously disappeared.

"I am perplexed that Rala did not report to you as he said he would" Mitchell said, wondering where the Sangheili Fleetmaster could be at.

"That is not of my concern right now. Right now I am worried about our current state; Equestria is burning, thousands are already dead or dying, and these Covenant Jiralhanae already occupy most of my cities. And now we lack the support from Rala. What should we do, Captain?" the Princess inquired.

Captain Mitchell sighed as he thought about the most appropriate course of action. Realistically speaking he could not stay and fight the Covenant with only his Frigate when most of the Covenant fleet was comprised of battlecruisers and Supercarriers; his Frigate would barely be an even match for a Covenant Corvette.

But at the same time he couldn't abandon Equestria when they have no physical way of combating the Covenant.

His mind made up Captain Mitchell looked up and stared Princess Celestia straight in the eye, about to tell her exactly what should happen; she may not like the course of action the Captain had decided on but she would have no choice.

"'What should you do?' It's simple: you fight, or you die" Mitchell declared, saying nothing more and nothing less.

Celestia hung her head as she thought about it; no conflict had befallen Equestria in the past twenty years, and before that no war had been fought for over a thousand. Equestria simply wasn't ready for all out warfare against a malevolent alien species bent on the destruction of the entire universe.

They would need help.

"We'll need to travel all across Equestria to recruit various species to assist us: the Griffons, the Dragons, everything" the Princess stated.

"But first we need to secure Ponyville and retrieve my student and her friends."

Captain Mitchell nodded and looked up at the ceiling. "Never-ending Summer, bring us back down into the atmosphere and plot a course for Ponyville."

"Yes, Captain" the A.I. replied.

Mitchell motioned for Celestia to join him as he went back to the bridge, navigating through the twisting corridors of his ship.

Halfway there Never-ending Summer got on the ship-wide comm and said "you better hurry, Captain, there's something you need to see."

Urgency in mind the duo double-timed it to the bridge where they found the land of Equestria in view, Covenant ships on the horizon.

"This area looks familiar…yeah, there's the Everfree forest, and the valley that leads to Canterlot. But where's Ponyville?" Captain Mitchell asked, unable to spot the large town.

"That is Ponyville, Captain" Summer said, pointing out the viewport to an enormous patch of flatland that was glowing red-hot.

Ponyville was gone.

*-*-*

Legal note: Captain James Mitchell, Staff Sergeant Williams, and all related characters belong to me. Princess Celestia and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries(unfortunately.)

XI: Everything you call home

Chapter Eleven

Everything you call home

March 24th, 2553
Equestrian star system
Outskirts of Ponyville
Unicorn Twilight Sparkle
7:00AM

Organization, that's what Twilight Sparkle stood for. She was always organized, always planned ahead, and was always prepared for anything.

Or so she thought.

When the Covenant ship descended directly above Ponyville and immediately began glassing Twilight knew she wouldn't have much time to organize an evacuation of the town. So when the Covenant ship left for inexplicable reasons the Unicorn seized the opportunity to race out and warn Zecora in the Everfree forest about the return of the Covenant Empire.

Her mission complete Twilight immediately began racing back to Ponyville to organize an evacuation of whoever was left in the town as most had fled immediately when the Covenant ship came down.

Twilight came galloping out of the forest and continued on her way to Ponyville, the crest of the hill Fluttershy's cottage used to be on coming ever closer.

As the Unicorn neared the top of the hill she heard a tremendous rumbling and felt an enourmous tremor in the earth below her hooves, causing her to stamp her hooves down to brake and look around in confusion.

Twilight turned around and looked back at the Everfree forest, seeing a massive four-legged thing standing high over the trees.

It was extraordinarily tall, and sported a giant light on the front that glowed green, looking eerily like an eye. A few flaps on the side of the eye moved out of the way and exposed even more of it. In addition to the massive green eye thing there was also a giant purple device that swiveled around on top of the creature, sporting lateral blue lines that came together at what looked to be four prongs. Overall the creature's appearance was very sleek and sported a mostly purple color to it.

Twilight wasn't sure what she should feel about this thing until it shifted in place, moved a few of its legs, looked down at the lavender Unicorn with its massive green eye and trumpeted a mighty horn that pierced the stillness of the early morning air.

BRRRRRRRRRRRRRRRRRRRRRRRRRRR!

Twilight screamed and covered her ears with her hooves to shield her eardrums from the deafening blast, unaware that another far more sinister noise was starting to build up.

When the horn finished trumpeting the Unicorn dropped her hooves back to the ground and looked up, eyes coming to a dead stop on the big green eye which was growing in intensity and looked to be collecting motes of light on its front, an energy-based sound accompanying the ever-building glow.

Scared by this enormous thing and unsure of the glowing green light Twilight immediately turned and resumed galloping back to Ponyville.

She ran as fast as her hooves could carry her.

Suddenly the horn filled the air once again, assaulting the Unicorn's ears with its mighty blast of sound.

BRRRRRRRRRRRRRRRRRRRRRRRRRRR!

Twilight made it over the crest of the hill and the town of Ponyville came into view, the large hamlet terrified of what was coming over the horizon.

Just then gallons of green liquid landed in front of Twilight, forcing her to dive to the left to avoid the mysterious stuff.

When Twilight got back to her feet she saw that where the green liquid landed steam was rising out and dirt and grass had actually been melted.

Wait, this all happened in my dream...so that means that a leg is about to--

It never happened.

Before the leg could smash the Unicorn into non-existence the massive purple creature suddenly exploded in a massive purple fireball and collapsed to the ground harmlessly.

Half a second later a Covenant CCS-class battlecruiser rocketed over the land, slowing to a stop and turning on its axis to face Ponyville.

"Citizens of Ponyville, this is Fleetmaster Rala 'Toram, we will assist in the evacuation of your town" a deep voice bellowed over the land from the battlecruiser.

Salvation from doom had come for the ponies of the town.

"Oh thank Celestia!" Twilight exclaimed as she continued on her way to the town, first stopping at Sweet Apple Acres to gather up the Apple family before continuing on her way to the library to get Spike.

Once they were rounded up Twilight brought them all to town hall which was the designated evacuation center for the town.

With the weather Pegasi scouring the town for any other ponies Twilight and several others tried to keep the crowds of ponies calm while Rala 'Toram sent down dropships to escort crowds of ponies away from the town; many having to be forcibly evacuated as they didn't want to get on the Sangheili dropships even with the assurances of Twilight and Applejack.

Most of the town had been evacuated when it all turned for the worse.

From space came an enormous creation unlike anything Twilight had ever seen before in her life; it was shaped like a figure-eight with two tear-drop shapes connected at the center with a massive rotating ring in a hole between the two tear-drops. The creation was about 18 miles in length and six miles in circumference.

At the end of one of the bottoms a massive purple light was growing in intensity.

"Oh ma stars…what is that thing?" Applejack yelled.

"Oh no…everypony GET ON THE DROPSHIP!" Twilight screamed as she turned to board the last one, catching a glimpse of the Everlasting Faith turning to engage the massive creation before the side hatches closed and the dropship began rocketing away from Ponyville.

Twilight trotted over to a side hatch and looked out the open little door at Ponyville and the massive creation, watching as its purple light finished growing and discharged a blinding laser that lanced directly down into the center of the town, immediately creating a massive explosion of purple plasma and flames that completely destroyed the town and turned it into nothing but a glowing crater.

Ponyville had been effectively wiped off the map in a single explosion.

Twilight hung her head in sorrow as Spike and Applejack came over to comfort her, understanding and sharing the loss of everything they called home.

"We'll get 'em, Twilight, ah promise that we'll get back at those stinking Covenant and make them pay for what they've gone and done" Applejack said.

"Will we? Will we actually make them pay?" Twilight asked, unable to stay confident in this moment. "I mean, just look at what that thing just did! It destroyed Ponyville in a single blast! How can we fight something like that when we've only got two ships protecting us?" the lavender Unicorn yelled.

"Calm down, Sugarcube, ah know you're upset but yellin' and makin' a big fuss about it ain't gonna help nopony" Applejack stated.

"I…I just…I don't…" Twilight was completely speechless at what was going on; it seemed like every time an alien species came around to make friends something went wrong and another species wanted to destroy all of them.

"Jus' don't worry Sugarcube, we'll be alright" Applejack said as she and Spike embraced the Unicorn to comfort her further.

Will we? Will we really be alright? Twilight thought, even she didn't know the answer to that question.

Where are you, Michael Preston? Sparkle mused, wondering where the Commander who defended them all twenty years ago might be at.

*-*-*

Author's note: too bad Commander Preston is dead.

Now, I have a favor to ask all of you; leave a goddamn comment! Please! Do you know how disappointing it is to write something, put work and time into it, and then not have the readers comment on it?

Legal fucking horseshit that I absolutely fucking hate writing but have to otherwise I'll get sued by some fucking pussy-ass cunts and their gang of lawyers that they fucking cower behind like they're shields: Captain James Mitchell, Fleetmaster Rala 'Toram, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i(un-fucking-fortunately.)

XII: Regrouping

Foreword: Warning! Another really weak plot-point ahead!

Chapter Twelve

Regrouping

March 24th, 2553
Equestrian star system
Sangheili CCS-class battlecruiser Everlasting Faith
Shipmaster Rala 'Toram of the Everlasting Faith; Fleetmaster of the Second fleet of Unified Clarity

"So, we're all here. Excellent" Rala declared as he watched Captain James Mitchell and several other humans walk into the conference room with the leader of Equestria, Princess Celestia.

"I'm so very happy you're alright, Twilight" the Princess said to the lavender Unicorn standing next to her. "I was so very worried when I saw that Ponyville had been destroyed."

"Thank you for your concern, Princess, but I'm OK. I wasn't able to save everypony, however" Twilight replied.

"Don't worry, my student, it'll be alright" Celestia said.

Rala cleared his throat ostentatiously to get the two ponies to be quiet while he prepared to recount to all in the room the basics of what had happened.

"Let us begin. It seems the remainders of the Covenant, including the Jiralhanae, somehow found Equestria and have immediately started glassing your planet. However, they have stopped for the time being. Our Luminescence has detected many Forerunner artifacts on your planet and it would be wise to assume the Jiralhanae have discovered them as well" Rala began.

"However, upon further inspection I have discovered that the Luminescence believes that the Forerunner artifacts are actually ponies themselves" the Fleetmaster revealed, earning several murmurs from the group.

"Princess Celestia of Equestria, would you be so kind as to approach me?" Fleetmaster 'Toram requested.

The Princess did as the Fleetmaster said and approached him with just the slightest hint of caution.

When she was before the Fleetmaster she stopped and Rala inspected her crown and chest piece carefully before nodding his head in satisfaction.

"Yes, your decorative pieces bear Forerunner glyphs on them. I believe your species was discovered and enhanced by the Forerunners centuries ago which is why the Luminescence mistakes you for artifacts" Rala explained.

"So, our connection with these Forerunners has saved us?" Twilight Sparkle inquired.

"Yes, and no. While you are indeed connected with the Forerunners the Jiralhanae will never believe that to be truth. In the end they will annihilate your species regardless" Rala continued.

"Now, the Jiralhanae control almost all of Equestria and have attacked on all fronts and in all major cities and continents. Cities under the control of the Jiralhanae include Canterlot, Manehattan, Fillydelphia, Trottingham, Cloudsdale, Appleloosa, Las Pegasus, Hoofington, Baltimare, and many others on continents home to other species such as Barklin in the Canine Continent and the capital city of the Griffon Empire; Gryphondale" the Fleetmaster declared.

"They also tried to take control of Dragon territory but were met with fierce resistance. As a result they glassed almost the entire Dragon home continent" Rala stated.

"The Dragons are now almost completely extinct."

More murmurs aroused in the room at this revelation, forcing Fleetmaster Rala 'Toram to quiet them down so he could continue.

"Now, knowing full well that we can't defeat them conventionally Captain James Mitchell and I have devised a plan to bring the fight to the Jiralhanae. Captain, if you would?" Rala said, offering the human Captain the spotlight so he could lay out his plan.

"Thank you, Rala. Now, as the Fleetmaster said we've devised a plan to battle the Brutes. I have deemed it Operation: Reclaim, and devised it into three phases" the Captain began.

"Phase one: under cover of darkness three Marine Combat Teams will infiltrate the city of Manehattan and establish a foothold in the city, laying the groundwork for phase two" James said.

"Phase two will be a full-fledged assault of Manehattan with all ground and air assets from the Sangheili, the Equestrian military, and those under my command."

"Phase three will be the final push into the heart of Manehattan where we will finish off the last of the Covenant resistance and emerge victorious over their forces. Operation: Reclaim will pave the way to retaking all of Equestria from the Brutes" Captain Mitchell finished.

"Questions?" he asked.

"I have more of a concern; Equestria has no official military, just the Royal Guard" Celestia stated.

"No matter, any and all help we can get will be appreciated. I suggest you extend requests to the other major species of Equestria to help us in the war against the Covenant. Canines, Griffons, Dragons, it doesn't matter; get them all" the Captain declared.

"Any other questions?" Rala inquired, joining Captain Mitchell on the stand.

"The Covenant have an enourmous creation that destroyed Ponyville in a single blast, how are we gonna to destroy that?" Twilight Sparkle asked.

"It's a space station; don't worry, it will be handled" Rala answered.

"You know the plan, people. Let's begin our preparations" Captain Mitchell declared, motioning for the attendees to leave while he conversed with Rala and Princess Celestia.

"We will have to move quickly, the Jiralhanae are relentless. If they are all not destroyed it will spell the end for Equestria" Rala declared.

"I concur. Now, Princess, does Equestria have any close allies?" Captain Mitchell asked, turning to Celestia.

"We are quite close with the Griffons, we could start by recruiting them for the war" the Princess answered.

"OK. Rala, I will return to my ship. When I give the order we'll move out" Mitchell stated, earning a nod from the Sangheili Fleetmaster.

Mitchell turned and left the conference room, leaving Rala 'Toram alone with Princess Celestia.

She immediately turned on him and looked at him with fury. "Why did you not report to me as the Captain ordered? And why did you assault one of my subjects?" Celestia demanded.

"Your subjects are stubborn, narrow-minded, and are prejudiced against my species; they are not the kind and benevolent creatures the human said they were supposed to be" Rala explained.

"That doesn't excuse your actions; I wanted to give your kind a second chance, one at redemption. Your friend Shipmaster 'Saramee lead a horrendous campaign of genocide against us twenty years ago and I offered you a chance at redemption for your whole species, a chance you so callously stomped upon" Celestia exclaimed.

Fleetmaster 'Toram folded his arms over his chest and stared the Princess right in the eye, which, despite her status and resolve as a ruler of a county, unnerved her.

"We did the same thing to the humans for the duration of those twenty years between then and now, and we are great allies. What you suffered for one week was insignificant compared to that of what I did to the humans in my career. I've murdered billions, Princess; males, females, the children, pets, wildlife, all of it! Erased by the Covenant Empire in our so-called "Quest for ascension". Be grateful that the Forerunners granted you enough so that you would survive. Do you want to know a little truth, Princess? I don't care about you, your ponies, or any other sentient life native to this planet. I despise you and your species. I have never met a more sickening people, and keep in mind that I have met the human race. They are a valiant and intelligent race but they are still scum, something I pray you never learn first-hand. The only reason I'm here supporting you is because I was ordered to do so by the Sangheili military. Under any other circumstance I would've left your planet to die at the hands of the Jiralhanae" Rala explained.

"The pony I assaulted deserved everything he got and more. If I would not completely dishonor myself by doing so then I would've killed him with my bare hands. Make no mistake, Princess Celestia, I would gladly kill any or all of your ponies if I could. But my duty demands that I instead protect you, so that is what I am doing" the Fleetmaster said.

"You're a monster, Fleetmaster. If I would not completely doom my entire planet by doing so then I would banish you from this entire star system forever" Celestia declared.

"If it makes you feel better then know very well that in attacking that stallion I also lost a bit of my honor, as my duty is to protect them from harm. You may take solace in the fact that I aim to reclaim that honor by throwing myself in harm's way" Rala finished.

Princess Celestia shook her head and trotted away. "I may not be able to punish you myself, but you will receive the justice you deserve after this has all ended" she stated.

"We will see, Princess" Rala 'Toram responded, sitting in his hover-throne to contemplate over the day's events.

*-*-*

Legal note: Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. Captain James Mitchell, Fleetmaster Rala 'Toram, and all related characters belong to me. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries(possibly unfortunate.)

Review this chapter or Michael Blackburn will troll you in Battlefield 3 with his MK3A1. Oh who am I kidding? He'll do that anyway.

XIII: First to Fight

Chapter Thirteen

First to fight

March 26th, 2553
Equestrian star system
City of Barklin, Capital city of the Canine Republic
Staff Sergeant Jennifer Williams of Marine Combat Team Fourteen
1:17PM

"Marine Combat Teams 7, 21, and 35, keep the flanks covered while we and MCT 28 move up!" Staff Sergeant Williams barked as she and her squad kept crouched behind an M808B Scorpion Main Battle Tank, callsign Smasher 1-1, as it grinded through the streets of Barklin.

The sky was darkened, the afternoon sun having been blotted out by the smoke clouds covering the city.

The Covenant had not invaded Barklin with ease.

When word of the Covenant's return spread across Equestria in the form of their ships coming down dozens of countries and species rose up to fight back against the monsters that terrorized them all twenty years ago.

The canines had been no different.

The Canines, having the third best military next to the Griffons and Dragons, had stonewalled the Covenant on the ground and had even managed to push them back in certain areas of the city.

Of course, they could do nothing about the Covenant Corvette hovering over the city.

That is where the UNSC Dawn of the Sun came into the picture. The Marine Combat Teams were ordered to push into the city and assist the Canines in holding back the Covenant before they moved on to a Covenant super-cannon that had been erected directly in the city center, built on top of the ruins of a statue of a glorious Canine leader the Covenant had destroyed.

When the super-cannon was destroyed the Dawn of the Sun would rush in and engage the Corvette, destroying it and allowing the humans to take control of the skies above Barklin.

With air superiority they'd be able to eradicate the Covenant presence in Barklin and pave the way for Operation: Reclaim, which was supposed to be a large-scale operation to retake Manehattan and then the rest of Equestria from the Covenant.

Staff Sergeant Williams' thoughts were interrupted by a fuel-rod bomb detonating near her squad, raining chunks of concrete and dirt all over them.

A few seconds later a trio of Covenant Banshees flew overhead.

"Keep moving, Marines!" Williams ordered as they all proceeded down the main street of Barklin, a large boulevard that lead straight to the city center where the Covenant super-cannon awaited them.

It was a straight push to the city center; one and a half miles of road that lead right to their target. The only obstacles were the rubble and the Covenant forces engaging them.

They were halfway there.

"Go, go, go!" Williams yelled as they continued to follow the Scorpion down the street; explosions, gunfire, and the clatter of Brute weapons and the whine of plasma rifles pounding at their ears.

Along with the smell of smoke and charred flesh there was the characteristic stench of burnt rubber, the smell no soldier ever wanted to smell as it meant Brutes and the horrifying wounds their spike weapons produced were not far away.

Suddenly there was a boom and a ringing noise as the Scorpion fired at a Wraith tank down the street, cracking it open like an apple tied to a grenade.

The Marines opened fire on Brute squadrons pouring out of the alleys, with Staff Sergeant Williams tapping bursts into the enemy with her BR55HB-SR.

Just then a Brute chieftain dropped down next to the Staff Sergeant and swung a gravity hammer down, the heavy block at the end of the weapon slamming down onto the ground next to Williams and throwing her back a number of feet.

As the Staff Sergeant lied on the ground she looked up at the Chieftain as it approached her, preparing to finish her off.

Suddenly the Brute's head exploded in a shower of blood with the whistle of a beam rifle accompanying it..

Williams stood and looked to where the shot originated, seeing absolutely nothing or no one who could've shot the Brute.

Which could mean only one thing: Spec-Ops Elites.

With the increased confidence of having Spec-Ops Elites covering her and her squad Staff Sergeant Williams ordered them all to continue following the Scorpion as it still went on its way.

"Grenade out!" one of the Marines yelled as he chucked a hand grenade toward the enemy positions, blasting apart a Brute and several Grunts.

"Keep pushing, we're almost there!" Williams yelled as she fired on any Brute she saw. Grunts with Fuel-Rod guns fired their weapons and Jackals on the rooftops sniped with Carbines.

The Marines of MCT 14 ducked behind the Scorpion as carbine shots ricocheted off it, the shots coming from multiple windows and and even from a church tower.

Suddenly a purple beam lanced past the Staff Sergeant, the energy beam ricocheting off a chunk of debris right next to her.

Williams took cover and got on the radio to alert the Scorpion. "Smasher 1-1; 500 meters, Brute sniper, church tower at 11 'o' clock

The Scorpion's turret turned and the cannon aimed up at the building in question, pointing the cannon right at the top of the tower where the bell and Brute were residing.

"FIRE!" Staff Sergeant Williams ordered, and the gunner of the Scorpion complied.

The 90mm cannon of the M808B Scorpion was small by most standards but its power potential was more than a match for a simple Brute sniper hiding at the top of a tower.

The Scorpion fired and a 90mm tungsten-coated high explosive shell impacted inside the bell room the Brute was in, the explosion sending a shockwave that rang the massive bell before it collapsed with the rest of the tower.

The Brute had been incinerated.

"All callsigns on this net; MOVE UP!" Staff Sergeant Williams bellowed as the Scorpion continued grinding down the road, obliterating any fortified positions or vehicles the Marines couldn't destroy.

They all made it to the end of the street where it branched left and right in a 'T' fashion, the roads to the left and right went around a large circular pit where the majestic statue of a former Canine leader once stood.

In place of the statue was the enormous Covenant plasma cannon.

Suddenly the air warmed as the cannon's plasma coils heated up, shaping and forming a giant blob of superheated plasma which it then expelled out of the barrel of the cannon, launching it several miles to a designated target.

From what Williams understood the Covenant plasma weapons were actually very crude; using brute force and technology barely understood by the Covenant themselves to form the plasma blobs their weapons fired.

The superheated plasma was also prone to overheating through prolonged or extreme firing.

In an effort to vent this heat the Covenant designed their weapons with exchanges, heat-sinks, and other forms of dispersing the excess heat to cool their weapons and keep them firing.

And the Type-27 'Mantis' Anti-Aircraft cannon* was no exception.

When the plasma bolt was fired several flaps opened on the bottom to allow the plasma core to unfold and vent its heat, exposing it to anything that came its way for seven seconds.

It was the window the Marines needed to destroy the massive weapon.

"Smasher 1-1, target: Plasma core 700 meters to your front. Engage!" Williams ordered as the Covenant cannon fired, the flaps underneath unfolding and exposing the core.

The Scorpion fired and 90mm's of high-explosive tungsten flew straight and true into the plasma core of the Mantis, immediately obliterating it and causing a chain reaction which completely annihilated the emplacement.

"WOOOH! That's what I'm talking about, baby!" one of the Marines of MCT 14 yelled as the Covenant cannon exploded and collapsed, the same fate befalling it as the statue it had been built over.

"UNSC Dawn of the Sun, the Covenant AA cannon has been destroyed, you may commence your assault" Staff Sergeant Williams said into her radio as the Covenant Corvette above the city began to turn.

"Copy that, Staff Sergeant. Thanks for the help" Captain James Mitchell replied over the radio.

There was the characteristic rumble of ship engines as the UNSC Dawn of the Sun streaked across the sky, travelling the fourteen miles it was away at in ten seconds flat** and arriving above the city of Barklin.

There was a deep hum before an incredibly loud bang as the Magnetic Accelerating Cannon built into the front of the frigate fired, firing a 600-ton white-hot metal ferric-Tungsten slug across the evening sky at 30,000 meters per second. With no explosive properties by default the MAC rounds' damage came entirely from kinetic energy.

In short it could put a world of hurt on the bad guys.

the MAC round slammed into the Covenant Corvette; 600 tons of kinetic energy concentrated on one basic point was more than an even match for the Covenant Corvette, which didn't even have its shields up.

The massive round punched straight through the Corvette and gutted it from stem to stern, hollowing the entire ship and causing it to dip and start falling to the ground, the remains of the engines sputtering as power still attempted to flow to them.

The Covenant Corvette disappeared from view as it fell behind the buildings of Barklin, coming to its final resting place outside the city with an earth-shaking rumble.

The Covenant occupation of Barklin was no more.

"Good job down there, Marines. Keep the area secure for incoming HVI's" Captain Mitchell declared over the radio.

"You heard the man, Marines; set up a perimeter" Williams ordered, her Marines complying as they began to move around, making sure the area was secure.

A few minutes later a Pelican drop-ship swooped down, hovering a few inches off the ground and the rear ramp unfolded, allowing Captain James Mitchell and the leader of the ponies to step out.

Her assistant, a lavender Unicorn, also followed.

"You did good, Marines" Captain Mitchell stated as he approached Staff Sergeant Williams, who did not salute under specific orders to avoid doing so lest she inadvertently show enemy snipers who their commander was.

"Thank you, sir" Williams replied, stowing her battle rifle on her back; the magnetic strips on her standard issue Marine armor keeping the weapon in place.

"With Barklin secured and the Canines on our side we'll be able to start Operation: Reclaim right away" Captain Mitchell said.

"Yes, Sir."

The Captain looked around the area, eyeing in particular the remains of the Covenant cannon and the chunks of the statue around it.

"From what I heard the statue the Covenant destroyed to make room for their cannon was of the greatest leader the Canines had ever known; a one Otto Von-Barkhoven. He was the most respected leader of all leaders the Canines had ever had, and the Covenant just demolished his commemoration because it was in their way" James said, his voice deadpanning.

"Sir?" Staff Sergeant Williams said, confused by the Captain's behavior.

James Mitchell turned back to look at the Staff Sergeant, his face weary and tired-looking. "Do your job, Marine; kill every Covenant you see. Kill them all" the Captain said.

"With pleasure, Captain" Williams responded, still feeling slightly confused by the Captain's words.

Captain Mitchell turned and headed back to the Pelican to return to the Dawn of the Sun as Rala 'Toram and the Everlasting Faith arrived above Barklin, beginning to deploy thousands of Elites and their vehicles and equipment into the city.

Suddenly a shrill scream pierced the air, prompting Staff Sergeant Williams to whip around and draw her battle rifle, seeing that the Princess' purple Unicorn tag-along had been nabbed by Brute Stalkers, who had snuck up on them using their active camouflage.

"HEEELPP!" the Unicorn yelled as the Brute that had grabbed her held her against his body, using her as a shield from any gunfire.

"Stop him, he's taking Twilight!" the Princess yelled as the Marines took aim on the Brute, who was snarling at them as he and his companions began to back away.

The Brutes reactivated their active camo and disappeared from sight, leaving the Marines on high alert.

"Look for a shimmer in the air! Engage any shimmer that's moving with purpose!" Williams shouted.

"No! You might hit Twilight!" Princess Celestia declared, confusing the Marines as they didn't know which orders to follow.

Just then one of the Marines screamed in pain and Williams turned around, seeing him held in mid-air with a gaping wound running through him, having been caused by some kind of blade.

Just behind him was a shimmer.

Williams raised her BR and fired, sending a burst into the shimmer which scrambled the Brute's active camo and revealing him for all to see.

He was a Chieftain, a clan Chieftain just like that one Brute had been before the Arbiter killed him, he was adorned in fancy armor and had dozens of knives and other blades on his person.

In his hand was a massive blade that looked like the one that came stock on Brute grenade launchers; a handle had been fashioned and welded to the blade to form a massive sword.

The blade was what had been holding the Marine up.

The Chieftain growled and discarded the dead Marine, powering up his invincibility force-field as the Marines opened fire.

"Somebody get a beam rifle, that's the only thing that can drop their fields!" Williams ordered.

She was too late; a Covenant Phantom drop-ship swooped down, activating its gravity lift and bringing the Chieftain up into the vehicle, followed by the Stalker holding the lavender Unicorn and his companions.

The Phantom began to fly away as several plasma bolts rained down, impacting on the ground as they missed the Phantom.

The plasma bolts had been fired by the Everlasting Faith.

"NO! Captain, you order Rala to stop firing!" Celestia yelled as she approached Captain Mitchell, who was still standing near the Pelican.

"Are you out of your mind, Princess? Those Covenant bastards have Twilight! Do you have any idea what they're going to do to her?" Captain Mitchell asked.

"Exactly my point; we must save Twilight from their clutches!" Celestia replied.

"No, it's too dangerous. It'd be much faster and safer to just destroy the drop-ship" James Mitchell stated.

"But you'll kill my student!" the Princess protested.

"Better she dies than be tortured by the Brutes" the Captain explained.

For a moment it seemed Princess Celestia would concede to his point and allow them to destroy the Phantom carrying her student.

It was not to be.

Princess Celestia rose into the air with a few flaps of her wings as she looked down at Captain Mitchell, her mane and tail igniting into a fiery orange and flames literally appearing in her eyes.

"I AM APPALLED AT WHAT YOU ARE SAYING! MY STAR STUDENT IS ON THAT DROP-SHIP AND YOU WILL RESCUE HER!" Celestia bellowed, her voice filled with fury.

"It's smarter and safer to just kill her! I know she's your student but she knows valuable plans. If the Brutes learn those plans it will spell the end of your species!" Captain Mitchell replied.

At these words Celestia completely ignited, her entire form awash in flames and she spread her wings as she hovered in the air, drawing power from the sun as she prepared to speak once again.

"THOU WILL LISTEN TO US! YOU WILL OBEY AND YOU WILL RESCUE MY PUPIL FROM THE COVENANT!" Celestia thundered, the full fury of the sun behind her voice.

"FINE! Rala, belay the fire order. We're going to rescue Twilight from the Covenant" Captain Mitchell said into his radio as Celestia began to extinguish, the flames disappearing from her body as she dropped to the ground completely unharmed.

"Marine Combat Team Fourteen, you're with me. The rest of the squads stay here to help secure Barklin" Captain Mitchell ordered as he stepped onto the Pelican, Princess Celestia following with smoke trailing from her body.

Staff Sergeant Williams and the rest of MCT 14 stepped onto the Pelican and it returned to the Dawn of the Sun where Captain James Mitchell and Princess Celestia went back to the bridge.

"We've been tracking the Phantom since it left, Sir; it flew several miles before it stopped. We believe it has docked with a Covenant ship" Lieutenant Crusher said as Captain Mitchell sat in his command chair.

The Dawn of the Sun began to rocket away from Barklin with the Everlasting Faith in tow, both ships following the signal to wherever the Phantom may have stopped.

As the came over the horizon they saw that the Phantom had indeed docked with a Covenant vessel, though it wasn't a standard ship.

It was the Covenant space station that had destroyed Ponyville.

"Look at the size of that thing" Lieutenant Crusher commented as the entire bridge crew stared out at the station.

"Behold, humans; the space-station Devout Believer" Rala 'Toram exclaimed over the radio.

"That's what I'm sending my Marines in to?" Captain Mitchell said as he looked over the space station, "It's a suicide mission."

"I have faith in your soldiers" Celestia declared as she stood next to the Captain.

"MCT 14, prepare a full combat load, I'm sending you into a Covenant space station to retrieve Twilight Sparkle, the Princess' prized student" Captain Mitchell said on a direct communications link to the Marine squad.

"Do not worry; your Marines will be fine" the Princess said.

Captain James Mitchell reached into his pocket and produced a small block of polished wood an inch thick, holding it up to Princess Celestia.

"Here, knock on this" the Captain said.

*-*-*

*This is the AA cannon seen in Halo 3, specifically the level The Storm.
**I hate this fucking '10 seconds flat' joke, it's really fucking old and I hate the character who said it. I don't know why I put it in.

Author's Note: "Noo I never had to knock on wood! But I know someone who has! Which makes me wonder if I could!"

That song's awesome.

I have to say the finale for season 2 was awesome! I would've liked there to be epic music during the credits instead of the theme, but all in all the finale was fucking beast.

If you spot any spelling errors or ship names that aren't italicized let me know so I can fix them!

These make me want to reach into my ass and tear out my prostate: Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. Staff Sergeant Williams, Captain James Mitchell, Otto Von-Barkhoven, and all related characters belong to me. My Little Pony belongs to Hasbro. Halo belongs to 343i(possibly unfortunate.)

Leave a review, no?

XIV: Rescue Op

Foreword: yo dawg, I heard you like long chapters. So I put a long chapter in a long story so you can read the long chapter while reading the long story.

So Michael Blackburn confirmed for FUNNIEST fucking human being on Earth. He was talking about a Command & Conquer game a while ago and was telling me about the A.I. in skirmish mode, and he described the Brutal A.I. as being "a black prison rapist" and my other buddy said "drop the soap?" and Blackburn replied "no, he drops the soap for you! He knocks it out of your hand and says 'bend over'"

I was screaming with laughter. And then a few moments after that he said that his "disc tray opened and the C&C disc came out and violated" him.

I never stopped laughing.

*-*-*

Chapter Fourteen

Rescue Op

March 26th, 2553
Equestrian star system
Covenant space station Devout Believer
Staff Sergeant Jennifer Williams of Marine Combat Team Fourteen
11:57PM

"Stay alert Marines, we need to find Ms. Sparkle before the Brutes find out we're here" Staff Sergeant Williams said to her squad as they snuck through the Covenant space station.

The Covenant space station was smaller in size than their home-station High Charity but was still massive, being the same class and model as the Unyielding Hierophant mentioned in the after-action report for Operation: First Strike.

"This thing is fucking weird. I mean, did you see it when we were approaching? Damn thing looks like two squids kissing" Corporal Walter Hughes whispered.

"Yeah, and what kind of name is Devout Believer?" Private Samuel Jenkins asked.

"All Covenant ship names have religious significance, it's just how they roll" Private First Class Addison Mallard answered. He had always been interested in the Covenant Empire and how they worked, and had studied them extensively growing up.

Of course, that didn't prevent him from wanting to kill as many as possible.

"Pipe down, Marines" Williams ordered, crouching down and holding up her fist as a 'hold' order. The Staff Sergeant looked around the corner that they had reached to check if it was clear.

It was.

"Come on, Marines" the Staff Sergeant stated, crouch-walking to keep the noise of her footfalls down. The other Marines of MCT 14 did the same.

Their mission was as Staff Sergeant Williams said; find and rescue Twilight Sparkle, the Princess' prized student, before the Brutes could ascertain valuable information from her.

The Marines continued down the corridor until they reached a locked door, with no way to go around it unless they wanted to backtrack.

"OK, how do we get past this?" Corporal Hughes asked as Williams approached the holographic display next to the door, setting her Battle Rifle down on the floor next to her.

"Mallard, get over here, see if you can't get this door open" Staff Sergeant Williams ordered, snatching her BR up and covering the door with the other Marines.

"Let's see...it's a standard Covenant holo-display which displays the usual circles, bars, and squares common to their input devices. The locking mechanism is a standard electronic 128,000 bit encryption key...but there's a catch; it's mutating" the Marine said.

The other Marines looked at each other before returning their attention to Mallard. "What?" they all asked, having not understood what he said.

"It's mutating. Their standard 128,000 bit encryption key is mutating. One second it's one code and the next it's another" Mallard explained.

"Basically it's a countermeasure for AI hacking. Even a smart AI would have problems cracking this" Mallard declared, going back to the bars and other symbols displayed thereon.

"So can you crack it or not?" Staff Sergeant Williams inquired.

"No, I can not. Only a MAC round could crack this, albeit on a more literal scale" the Private First Class said.

"OK, we'll have to find another way. Come on, Marines" Williams declared, motioning for the Marines to follow her as they proceeded through the station.

As they continued on their way they all grew increasingly unnerved; there hadn't run into any Covenant.

"Think maybe nobody's home" Private Samuel Jenkins said.

"Oh yeah, because that's a smart thing to say" Corporal Hughes retorted sarcastically, earning a glare from Private Samuel.

The squad fell silent as they approached another door, this one unlocked and sliding open as they approached. The room beyond was actually a large habitat, with a waterfall and strange alien trees.

The atrium-like habitat was encased in a large glass dome, and a faint blue vapor could be seen inside.

"Habitat center for the grunts; it's filled with methane so they can relax comfortably without their breathing masks and tanks" PFC Mallard explained, answering the question that was on everyone's mind.

"OK, so where is the brig?" Private Samuel inquired, earning a shrug from Mallard.

"Man we really need a fucking map of this place. And where the hell are all the Covenant?"

"Shut up, Marines. Do you want the Covenant to find us?" Staff Sergeant Williams asked, looking back at the Marines.

"Well, no, but I'm just wondering. You have to admit, sarge, that the fact we haven't seen a single Covenant soldier is weird" Corporal Hughes replied.

"I don't care; if we don't run into any then the easier it will be to find the target and get her off of this thing" Williams declared, motioning once again for the Marines to follow her.

They continued on their way and soon came upon what appeared to be some kind of security room, with multiple holo-screens displaying the feeds from thousands of cameras on the station.

A single Brute was in the room, watching some kind of live event the Covenant were broadcasting.

"Hi" Williams said, earning the attention of the Brute who attempted to grab his spiker.

The Staff Sergeant stuck a knife in his throat, tossing the body aside and taking a look at what the Brute had been watching.

"Holy shit, that's the Unicorn we've gotta rescue!" Corporal Hughes exclaimed, pointing at the holo-screen and the image displayed.

The feed was a broadcast to all ships in the fleet that had descended upon Equestria; it was a live execution of Twilight Sparkle.

"Shit. We've got to stop them" Williams exclaimed. Luckily for them the Brute Chieftain had not yet killed the poor Unicorn, instead opting to deliver a speech to all watching.

"These vile creatures are affronts to our Gods! They are worse than the humans, the Sangheili! They spit on the name of the Forerunners, callously stomping on them before defecating upon them just like the disgusting savages they are!" the clan Chieftain bellowed.

"NO! You're wrong! We're descendants of the Forerunners!" Twilight screamed, earning a smack across her face from the Chieftain.

"Lies! Slanderous filth these primitive savages spread! They dare claim that they are descendants of the Forerunners? They ARE NOTHING!" the Chieftain thundered.

"Any ideas?" Private Samuel inquired.

"I've got one" PFC Mallard answered, stepping up to the security console and looking it over as if searching for something in particular.

"Here it is" Mallard stated, hitting several of the holographic buttons.

The Private First Class reached over and pressed a large holographic circle, and methane began to vent into the massive auditorium the Brutes were using to broadcast their attempted execution.

The Brutes began to look around in confusion and anger as the methane poured in by the tons; with no protective masks the Brutes would be forced to evacuate.

"Security! What are you doing?" the Chieftain demanded.

"No security here, just the humans that have come to kick your ass" PFC Mallard said with a tone of mockery.

"HERESY!" the Chieftain bellowed, attempting to draw his Brute Shot bayonet sword and decapitate Twilight.

"Twilight, shields!" Mallard screamed.

The Brutes, having not understood that Twilight was a Unicorn and that she could do magic, had failed to do anything to restrain her horn, which left her free to use it as she pleased.

The only reason she hadn't used magic to escape was because she would've never made it past the thousands of Brutes watching from the bleachers.

The Unicorn's horn took on its magenta glow and a shield appeared around the Unicorn just as the bayonet sword came down, the blade bouncing off the shield with a dull clang.

The Chieftain howled in anger.

Suddenly Twilight's shield dissipated and she yelped, her eyes glowing an eerie white as her horn overloaded with magical power.

The Unicorn let off the burst and a massive magical sphere spread out across the auditorium, the force of the attack knocking all the Brutes off their feet.

"Hold on, Twilight! We'll be there soon!" Mallard yelled into the microphone.

"Where is that auditorium?" Corporal Hughes asked as Mallard typed furiously at the holographic symbols.

"There! Two decks below us on 105*!" the Private First Class declared, pointing at the screen.

"Come on, Marines! We got a Unicorn to rescue!" Staff Sergeant Williams yelled, tearing out of the room with the rest of the Marines of Marine Combat Team Fourteen right behind her.

*-*-*

"Have you heard from your warriors, Captain?" Fleetmaster Rala 'Toram asked as he sat on the bridge of his battlecruiser, the Everlasting Faith.

"Negative, Rala. I'll let you know when something comes up, though" the human Captain responded.

"Understood" Rala said, turning off the communication link as he looked out at the Devout Believer, the Jiralhanae on his mind.

Of course they would return; just when the humans and Sangheili had rediscovered Equestria and attempted to make the Sangheili and ponies play nice the Jiralhanae had to show up.

Nothing could ever be easy for the Fleetmaster, but that's the way he liked it.

Rala was about to lean back when a flashing on the holo-console next to him caught his attention, prompting him to press the button to see what the fuss was about.

It was a live video feed of a large auditorium, with hundreds of Jiralhanae bodies scattered around a central pole, tied to which was-

-Twilight Sparkle, the Princess' prized student.

"By the Gods. Mitchell, are you seeing this?" Rala asked on the comm link.

"Yes, Fleetmaster, I'm seeing it. Fucking savages" the Captain declared, referring to the Brutes.

"Something must be done" Rala exclaimed, slamming his fist down on his hover-throne.

"It's being handled, Rala. My Marines are working right now to rescue her" Captain Mitchell explained.

"It's not enough! Navigation, get us moving toward that station. Operations, order all Seraph fighters to launch and engage any enemy Seraphs that come out to play. It's time to handle these brutish monsters" Rala stated.

"Rala, no!" Captain Mitchell yelled before getting cut off.

The Everlasting Faith began to rocket across the evening sky, the plasma turrets warming up while the projector went into standby.

"Fleetmaster, we are in range of the target" the weapons officer exclaimed.

"Fire! All turrets FIRE!" Rala ordered.

The plasma turrets shaped the plasma and spit it out, sending seven plasma torpedoes straight for the Devout Believer while the projector finished warming and fired.

All their plasma struck harmlessly on the shields.

"Vile cowards. Recharge all weapons and fire again!" Rala ordered.

"Excellency! The station is turning to engage!" the ops officer announced, prompting Rala to look up and see that he was correct; the station was turning to fire at the Everlasting Faith.

"Calculate our shots with theirs and fire when they are preparing to. When they do fire boost all power to the shields!" Rala commanded.

The weapons officer complied without a word as Rala 'Toram watched the Devout Believer finish turning and prepared to fire.

The shields dropped and the plasma projector fired, a lance of needle-thin white-hot plasma racing out across the sky for the Everlasting Faith.

"FIRE!" Rala yelled and the plasma turrets expelled their plasma, sending seven plasma torpedoes toward the space station.

"Pump all power to the shields!" Rala demanded as the plasma projector neared them.

The bridge darkened as every last volt of energy the reactors had to offer sent all power to the shield generator, boosting their strength and rendering the Everlasting Faith immune to almost all forms of conventional attack.

The Faith bucked as the beam struck the front of their shields, the force of the impact actually pushing the ship back as the shields attempted to absorb and disperse the tremendous energy of the plasma projector.

While the plasma projector fired the shields remained down, allowing the plasma torpedoes the Faith fired to strike the hull of the station, immediately melting the armor at their points of impact.

"Direct hits! Excellent work. Now, prepare to-" Rala attempted to speak, but was cut off by the operations officer.

"Excellency the Jiralhanae have launched Seraphs to combat us!"

"Order our Seraphs to intercept them! If any enemy Seraph gets too close to our turrets vaporize them with the pulse turrets!" the Fleetmaster ordered.

"Yes, excellency!"

It was about to get interesting.

*-*-*

"FIRE!" Staff Sergeant Williams bellowed as best as her feminine voice could, ordering Private Samuel Jenkins to fire the M41 'Spanker' rocket launcher at the locked door that was impeding their progress.

The Private complied and pulled the trigger, sending a rocket into the door where it detonated, denting and charring the barricade.

It otherwise remained intact.

"Wait here!" Williams ordered as she approached the door, lodging two of her M9 high-explosive dual-purpose frag grenades into the dent that both sides of the sliding door shared.

"Fire again!" the Staff Sergeant ordered when she had retreated a safe distance.

The young Marine complied once again and pulled the trigger, sending the second rocket right into the grenades which caused a massive explosion to occur, incinerating a fair chunk of the center of the doors.

"Everyone go through!" Williams commanded, stepping through the hole with her Battle Rifle at the ready.

The room they had entered was the auditorium Twilight was in.

"There she is! Grab her and let's get the fuck outta here!" Williams declared as she approached the Unicorn, who was secured in place by the Covenant's usual restrictor bands that prevent the prisoner from moving.

The Staff Sergeant removed the restrictors and Twilight collapsed into her arms, unconscious.

"Let's get out of here" Williams said, preparing to escape from the station with the HVI.

Suddenly there was an explosion that impacted on the floor near the Marines, disorienting them all as they struggled to find out what caused the explosion.

Staff Sergeant Williams turned around and saw the Brute clan Chieftain standing some distance away, holding a brute shot that had its giant blade removed.

It was safe to assume that the brute shot in question was the one that the Chieftain removed the bayonet from to make his sword.

"Move, get Twilight out of here!" Hughes ordered as he raised his BR up to fire on the Chieftain.

Staff Sergeant Williams was about to protest when Hughes grabbed her by the shoulders and shoved her through the hole in the door, forcing the other Marines through as well.

"Vermin human, you wish to fight me alone?" the Chieftain inquired, holding his Brute shot on the Corporal.

"That's what I'm planning on" Hughes answered, keeping his MA5C's sights trained on the Chieftain's face.

"You impress me, but you're weak. You will fall like the rest of the scum that inhabit these lands" the Chieftain stated.

I can't fight him, but if I try to run he'll blow me away...what could I do to distract him? Corporal Hughes wondered.

"Prepare to die, human" the Chieftain exclaimed, levelling his Brute shot as he prepared to obliterate the human.

"Uh, look behind you!" the Marine yelled, pointing over the Chieftain's shoulder at the ceiling.

"Do you take me for an idiot? You are pathetic" the Brute said, once again preparing to obliterate the young Corporal.

Unfortunately for the Brute the Corporal had only been half joking when he told him to look behind him, the other half had actually been true as there was a Spec-ops Elite about to stab the Brute.

The Chieftain's ears perked back and he suddenly rolled away, the Elite's blade running through nothing but air.

"Go human! I will keep him busy!" the Elite yelled, slashing at the Brute again who dodged his attack.

Corporal Hughes booked it for the hole in the door, squeezing through with minimal effort to find Staff Sergeant Williams and the other Marines waiting for him.

"I'll reprimand you later for shoving me through the door but right now we've got other priorities" Williams declared, shoving the unconscious Unicorn into his arms as they prepared to move out.

Hughes carried the Unicorn around the back of his neck as MCT 14 began their escape from the space station, working their way through the many corridors in search of a hangar bay.

The Marines approached a door and it opened, revealing the balcony that ran around the grunt habitat in the center of the hall.

"Well at least we're in familiar territory" Private Samuel said.

Just then dozens of Brutes poured out of other doors and opened fire on the Marines, forcing them to retreat back into the corridor and seal the door behind them.

"That should hold them off for a little while" PFC Mallard declared.

Suddenly there was loud banging against the door and massive dents started to form and the door started to buckle as the metal warped from the hits.

"Or not."

They went down a corridor they had not traversed yet, or so they assumed, there was no actual way to tell what corridors they had and had not been in.

Eventually, after fighting through, avoiding, or running away from many Brutes and other Covenant soldiers they opened another door to find a hangar bay awaiting them.

"Finally! You know how heavy this chick is?" Corporal Hughes asked, complaining about the Unicorn's weight.

"Oh come on, she's a magical Unicorn, she can't be that heavy" Mallard replied.

"Then you try carrying her then, asshole" Hughes exclaimed, shifting the Unicorn's weight to try and alleviate the pain on his neck.

"Uh, no thanks" PFC Mallard said.

"Thought so."

The Marines walked down the balcony and around the corner to approach a Phantom drop-ship docked there, with PFC Mallard hitting the necessary symbols to release the vessel from the force-field clamps

They were about to get aboard when the drop-ship detonated, the anti-grav field it generated failing and causing the drop-ship to fall out of the station to the ground below.

"What the hell?" Mallard asked, looking over with the rest of the Marines to the far end of balcony to see the Brute clan Chieftain charging for them.

"How did he get past the Elite? Well we're fucked" Corporal Hughes stated.

"Not if I have anything to say about it" the Staff Sergeant exclaimed, stepping over and snatching a Spanker off Mallard's back, taking aim and firing one of the rockets at the Chieftain.

The Chieftain stumbled and fell over but was otherwise unharmed, though he was quite stunned.

"Now what? We just pissed him off" Mallard stated.

Suddenly a MAC round speared through the hangar, missing the Marines by 35 feet and the Brute Chieftain by seven.

The round smashed through multiple decks and layers of the station, though it didn't do any critical damage.

Just then a Pelican drop-ship swooped into the hangar and stopped near the Marines, dropping its rear hatch and allowing MCT 14 and their precious cargo to hop aboard as the Pelican rocketed out of the station.

Staff Sergeant Williams made sure the HVI was OK before she stepped into the cockpit, seeing that the Everlasting Faith and the Dawn of the Sun were throwing everything they had at the Covenant space station.

It wasn't enough, it would never be enough.

But at least they could try.

*-*-*

"And then we returned to the ship, Sir" Staff Sergeant Williams said as she stood before Captain James Mitchell on the bridge of the Dawn of the Sun, finishing up her recount of the events on the Devout Believer.

"Good, excellent work out there, Staff Sergeant" the Captain said.

"Thank you, Sir. If I may ask; how's the HVI?" Williams inquired as the Captain sat down in his command chair.

"Hm? Oh, Twilight, yes. She's OK. The doctors checked her out and apart from some bruises on her face she's fine. Unconscious, but fine It's a good thing you got there when you did. If you'd been any later...well" Captain Mitchell trailed off.

"I understand, Sir" Williams stated, looking out the viewport at Equestria.

After they successfully returned to the Dawn of the Sun both it and the Sangheili ship turned and rocketed away from the space station, with Rala grumbling the whole time about how only cowards run.

"Well go get some rest, Staff Sergeant, we're going to be very busy in a few days" the Captain told her.

"Sir?" Williams asked, confused as to what the Captain meant.

"We're starting Operation: Reclaim in three days and Marine Combat Team Fourteen is one of the teams we're sending in as part of Phase One, which is to infiltrate the city of Manehattan to establish a foothold for the main assault force" Captain Mitchell explained.

"Understood. Sir, if I may ask; why did you open fire on the space station while we were still inside?" Williams inquired.

"It was Rala who fired first; he got it in his head to attack the station in an effort to cripple it" Captain Mitchell answered.

"Well Sir that decision kept the Brutes busy and probably saved ours and the HVI's lives. You can commend Rala for his actions, Sir" the Staff Sergeant said.

"We'll see. Nothing more, Staff Sergeant. You are dismissed" Mitchell stated.

"Understood, Sir" Williams replied.

"Once again, good work out there" Mitchell stated, earning a salute from Williams.

"Rala, prepare appropriate forces, we're launching Operation: Reclaim in three days" Captain Mitchell said on the ship-to-ship comm.

"Understood, Captain" the Sangheili Fleetmaster responded.

There was a lot of work to do, and only three days to get it done.

It was time to begin.

*-*-*

*This is a seven reference.

Author's note: oh shit; Operation: Reclaim, the operation to retake Manehattan from the Covenant and pave the way for the liberation of all of Equestria.

Phase One: establish a foothold in the city of Manehattan by sending in four Marine Combat Teams to infiltrate the city and soften up Covenant defenses.

This is going to be a doozy.

Next time on What else is up There!

Also I was playing Battlefield 3 the other day with my beta-reader and his friends(The Mysteries of Michael and friends) and we were on the map Caspian Border and this douche was flying around the C objective(hilltop) with his chopper, just harassing us. So I was like "OK, I've got an RPG. That can't lock on to things and I'm not skilled enough to blow him up with it so I'll just distract him from my teammates and sacrifice my life so they can escape." So I start firing the RPG at him.

Miss...miss...miss...HIT! HIT! HIT! I GOT A HIT!

I aimed, fired, and the RPG went right into his cockpit as he was turning around to face me, blowing up the chopper and killing him and his gunner.

AWWWWW YEAAAHHH!

I was yelling like I had a mega-orgasm, which I think I actually did.

Legal shit: Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. Staff Sergeant Jennifer Williams, Captain James Mitchell, and all related characters belong to me. My Little Pony belongs to Hasbro. Halo belongs to 343i(which may or may not be unfortunate.)

XV: Operation Reclaim Phase One

Foreword: Here it is, Phase One of Operation: Reclaim.

This is a big operation; the future of Equestria and the defeat of the Covenant hinges on this operation succeeding.

Let us begin.

*-*-*

Chapter Fifteen

Operation: Reclaim Phase One

March 29, 2553
Equestrian star system
City of Manehattan
Staff Sergeant Jennifer Williams of Marine Combat Team Fourteen
1:05AM

"Stay quiet and stay alert, Marines. Our mission is simple; infiltrate the city of Manehattan under the cover of darkness and establish a foothold in the city" Staff Sergeant Williams said as she crouched in a dark alley with her squad, the skies covered in a thick layer of clouds and the ground slick from the rain falling from them.

"Our target is city hall, which the Covenant have turned into a headquarters of sorts" Williams told them.

"Now, we're going in with three other Marine Combat Teams; their objectives are to secure the police headquarters, the hospital, and the city's largest church. We will stay in contact with them over the course of this mission."

"Any questions?" the Staff Sergeant asked, hearing nothing from her Marines.

"Good. Equipment check" Williams declared, pulling her new BR55HB-SR over her shoulder and looking it over.

They were told this mission required the utmost in stealth, meaning that all their weapons had suppressors threaded to them or were replaced with specialized variants.

The Staff Sergeant's BR had a sound and flash suppressor and the digital display showing how many rounds had been turned off, as it gave off too bright of a glow in the dark when it was on.

Her M6G/C* magnum sidearm had been replaced with an M6C/SOCOM**, which has an integral silencer and muzzle brake, along with a VnSLS/V 6E smart-linked 4x scope.

Corporal Hughes had traded in his MA5C for an M7 sub-machine gun that had been customized with a sound suppressor and special tritium night sights.

The other Marines had similar equipment.

"Let's go" Williams said, her boots striking the wet pavement as her and the Marines prepared to move out of the alley and into the city, moving under the cover of darkness.

Manehattan was swarming with Covenant; dozens of Wraiths, scores of Ghosts, hundreds of Banshees, and thousands of Brutes patrolled through and above the city, keeping its borders and skies secure from any would-be interlopers.

The Marines proved otherwise.

Marine Combat Team Fourteen stopped in another alley and Williams got on the radio to check in with one of the other Marine squads.

"Marine Combat Team 42, this is MCT 14, come in, over" Williams said while the other Marines kept an eye out for Covenant.

"Roger that, ve read you MCT 14. Vhat's the situation?" the commanding officer of MCT 42, a one Lieutenant Hans Strauss asked in his typical german accent.

"We have started our portion of the mission, and are currently on our way to the rendezvous point" the Staff Sergeant explained.

"Understood. Ve vill be there soon. Lieutenant Strauss out" the Marine said.

"Strauss will make a fine General someday, no?" Private Samuel asked, squatting down with his suppressed MA5C between his legs.

"Yes" Corporal Hughes answered.

"Quiet down, Marines, let's get moving; the longer we stick around the better the chance the Covenant find us" Staff Sergeant Williams stated, stowing the radio and approaching the end of the alley to look out into the street.

It was clear after the Wraith tank on it glided right past the alley.

"Come on" Williams motioned for the Marines to followed her as they stealthily walked down the street, the Wraith tank gliding along some distance ahead of them, completely oblivious to the presence of the humans.

The squad reached an intersection and looked around, making sure the two branching streets were clear before continuing on their way.

Suddenly the Staff Sergeant stopped moving and held up her fist, silently ordering the other Marines to do so as well.

"Look, up there, there's a Jackal sniper" Williams said, pointing up to the roof of a seven-story hotel, on which was the purple glow of a Jackal's sniper mask.

"Avoid or eliminate?" Private Samuel asked.

"Eliminate; Jackals have excellent sight. I'm surprised he hasn't seen us yet" Williams responded, taking aim on the Jackal sniper with her BR.

Letting off a suppressed burst with her rifle that was inaudible over the rainfall Williams eliminated the Jackal sniper, keeping them safe from detection for a little while longer.

The Marines quietly proceeded down the street and before long they reached the rendezvous point where MCT 42, 48, and 77 awaited.

"Took you long enough" the CO of MCT 77, Sergeant Major Frank Williams exclaimed as MCT 14 approached them.

"Sorry, sir. Permission to speak insultingly?" Staff Sergeant Williams inquired jokingly.

"Permission denied, sis" Frank Williams replied, returning the salute the Staff Sergeant was giving him.

Sergeant Major Frank Williams was Staff Sergeant Jennifer Williams' brother.

"Listen up, Marines, I have received valuable intel from the Dawn of the Sun and her recon drones; each of our objectives are heavily guarded and fortified. Vee must break through, however. It is currently 0135 hours, and the invasion starts at 0700. Vee must get to and secure each of our respective objectives before then, ja? Lieutenant Strauss explained.

"What's the plan?" Staff Sergeant Jennifer Williams asked.

"MCT 14 has been ordered by the Captain to take city hall, which leaves the other three open. MCT 48 vill take the police station while MCT 77 takes the church. Vee will take zee hospital. Any questions?" Lieutenant Strauss said.

Nobody said anything.

"Wunderbar. Now, get to it, Marines. Vee don't have much time" Strauss stated, motioning for his Marines to follow him as they exited the alley and stealthily went on their way.

"Take care out there, Jenny" Sergeant Major Williams told his sister.

"Is that an order?" Jennifer inquired.

"It is."

Staff Sergeant Williams saluted her brother as he and the other Marine Combat Team went their separate ways, leaving MCT 14 alone in the alley.

"Let's go" Williams ordered, her Marines following her as they went down the dark alley to make their way to the city hall.

Halfway there they came upon the city center, which was a large courtyard with a pony version of the Statue of Liberty standing in the middle.

The courtyard had been turned into a staging ground of sorts for the Covenant, with dozens of ground vehicles and Brutes milling about, all guarded by several Shade*** stationary plasma turrets and Jackal snipers on the nearby rooftops.

"Damn, what is that all about?" Private Samuel Jenkins asked as he looked at all the Covenant vehicles and soldiers.

"They really like this city. The main invasion force will have a tough time punching through all this" Corporal Hughes said.

"Not to worry; the Elites are going to reinforce all the Marine squads in this city a few hours before the invasion. With the support from the Elites and the foothold we will establish, plus the full force of the invasion, we'll pinch the Covenant between us and eliminate them" Staff Sergeant Williams explained.

"It'll kinda be like the invasion of Berlin during WWII; the reds came in from one side and the allies came in from the other, pinching the nazis in between and killing them all before meeting at the heart of the city."

"Let's keep moving, Marines" Williams said, slinking into the shadows across the street along with her Marines.

They continued through the city, eventually reaching the city hall where they went around to the back door and went inside, silently closing it behind them.

"It's show time" Corporal Hughes commented as they moved through the dark back halls of the city hall, moving quietly lest they be heard by any Brutes.

The building was mostly clear, save for several Brutes that were easily killed by the Marines as they searched for the mayor's office.

Eventually they arrived and cracked the door open, looking in to see a Brute War Chieftain sitting in the chair, watching and listening to the clan Chieftain talking to him.

"Thanatos, clan brother of the great Basilius****, what may I do for you?" the War Chieftain asked, bowing before the hologram of the clan Chieftain.

"That clan leader Brute is the one that tried to kill us when we rescued Twilight" PFC Mallard told them quietly.

"The humans and Sangheili are falling back, running like the cowards they are and abandoning dozens of pony settlements. It's almost as if they're leaving the ponies behind as sacrifices to appease us. The ponies are delicious but what our enemies fail to realize is that we will consume them all" the hologram of the clan Chieftain exclaimed.

"Of course, Chieftain" the Brute in the chair replied.

"We will continue to search the caves we found beneath their capital city, in the meantime you keep searching for those artifacts" Thanatos ordered.

"Yes, Chieftain" the Brute in the chair said, bowing again before turning off the hologram.

The Brute turned his back to the door and looked over some things on his holo-pad, allowing Staff Sergeant Williams to sneak in and slash his throat.

City hall was secure.

"Captain Mitchell, this is Staff Sergeant Williams of MCT 14, we have taken the city hall, over" Williams said over the radio.

"Understood, Staff Sergeant. Keep the building secure until we begin the invasion" the Captain ordered.

"Copy that, Sir. Staff Sergeant Williams out."

"Let's make another round of the building, make sure it's secure, and then we'll all try to get some sleep" Williams told her Marines.

Phase One had been completed and was a total success, it would soon be time for Phase Two.

They could all only hope that it will go well.

*-*-*

*This is the Halo 3 magnum.
**This is the Halo 3: ODST magnum.
***This is the Halo 3 Shade turret.
****This is the name of the Brute antagonist in Michael Blackburn's Fight For Equestria Halo/MLP parody and is a reference to that story.

Author's Note: There, you happy Blackburn? You finally got your reference.

Operation: Reclaim Phase One is complete. Phase Two: the main assault on the city of Manehattan to free it from the grasp of the Covenant.

Stay tuned for that.

Let's see if anybody actually reads these: I fucking hate writing. I fucking hate all of you. If you actually like my stories then you're an idiot because these stories are so fucking shitty only a dumbass would read them. You all can suck a dick and die. I'm never gonna write another story ever again.

(I'm just kidding, I love you all. Ponies belong to Hasbro. Halo belongs to 343i. Staff Sergeant Williams and other related characters belong to me.)

XVI: Operation Reclaim Phase Two

Foreword: here it is, Phase Two of Operation: Reclaim. Phase Two is assault the city of Manehattan to liberate it from the Covenant.

Enjoy.

*-*-*

Chapter Sixteen

Operation: Reclaim Phase Two

March 29th, 2553
Equestrian star system
Skies above Equestria, edge of the city of Manehattan
Shipmaster Rala 'Toram of the CCS-class battlecruiser Everlasting Faith; Fleetmaster of the Second Fleet of Unified Clarity.
7:00AM

"Fire the MAC cannon!" Fleetmaster 'Toram heard Captain Mitchell order as the UNSC Dawn of the Sun floated steadily toward the Covenant Destroyer hovering above Manehattan.

The Destroyer's shields had already been broken by the Everlasting Faith, leaving the destruction of the ship up to the humans.

The Dawn's MAC thundered and a 600-ton slug lanced out across the sky, smashing through the side of the Destroyer, crippling the ship heavily and opening it up for the follow-up attack, which was all the Archer missiles from pods A1 to A7.

Over a hundred Archer missiles rocketed out of their pods and streaked straight for the Covenant Destroyer, impacting near the engines and causing the ship to dip down as it lost power.

Suddenly a needle-thin beam lanced out to the left of the Dawn as the Everlasting Faith fired its plasma projector, the deadly beam impacting and immediately slicing into the Destroyer, starting a chain reaction that obliterated the vessel.

With the Covenant Destroyer gone the only air support the Brutes would have were their Banshees, which would be easily dealt with by the point-defense turrets of both the Dawn of the Sun and the Everlasting Faith.

The two ships proceeded to destroy any Banshees or Seraphs they saw, easily obliterating the comparatively small vehicles.

The Marines on the ground moved from building to building, clearing them of any Covenant forces that were hiding inside.

"This is going well, no?" Captain Mitchell asked Fleetmaster 'Toram via the comm link.

"It is, human. Soon we will reclaim this city and then free all of Equestria from the Jiralhanae" Rala responded.

"Indeed, Fleetmaster" the Captain stated, looking out the viewport at Manehattan as the battles on the ground raged.

Suddenly the ground-to-ship radio crackled to life and the voice of Staff Sergeant Jennifer Williams came through.

"Captain we've got some kind of Brute cannon down here firing at us! Can we get some support?" the Staff Sergeant asked.

Fleetmaster 'Toram looked down and saw the cannon in question sitting at the top of a T-shaped intersection, blasting its plasma at any human or Sangheili unit it saw.

"I don't believe I've ever seen that design before" Captain Mitchell declared.

The Covenant cannon was larger than a Wraith but smaller than a Phantom dropship and was supported by four legs, the plasma turret swiveling around on top of the base.

"It's a Type 95 'Widow'* anti-air artillery designed for maximum stealth with minimum power sacrifice. Not very effective against ships but it will incinerate your warriors, Captain" Rala explained.

"Yeah well let's take care of it" Captain Mitchell told him. "Arm Archer missile pod A8 and fire on that Covenant plasma cannon."

The missiles streaked out of their tubes and rocketed straight for the plasma cannon, impacting on it and obliterating the weapon.

"Thank you, sir. We owe you one" Staff Sergeant Williams said over the radio.

"Everlasting Faith, this is UNSC Dawn of the Sun; move up, we need to continue assisting our soldiers on the ground" Captain Mitchell said on the comm.

The battle had only just begun.

"Longsword battle squadron 7, launch and commence bomb run on grid 1994" Captain Mitchell ordered over his comm to the pilots waiting on standby down in hangar 14.

"Roger that, Sir. We're on the move."

"Launch Seraphs to assist the humans and arm four of our plasma turrets to engage Phantom gunships" Rala ordered his bridge officers while watching the battle on the ground unfold as the humans and his Sangheili valiantly pushed against the Jiralhanae.

"Captain we're gonna need support down here!" Staff Sergeant Williams requested.

"Understood. We'll section off a Pelican gunship to assist you" the human captain responded.

"Notify Gamma six-six, tell them to prep a full assault load" Captain Mitchell ordered.

It was time to truly assist the humans.

*-*-*

"Marine Combat Team Fourteen this is Gamma 6-6, callsign 'Warhorse', we are OpCon to you and are ready to engage targets. Just paint 'em and we'll waste 'em" the pilot of the Pelican gunship stated over the radio.

The Pelican had been heavily customized with increased armor and a black paintjob. The chin-gun was a standard 70mm single-barrel and the wings had been fitted with Anvil-III missile pods stretching all the way to the tips of the wings. In addition to these weapons the rear hatch had a slot cut into it for a 40mm grenade launcher.

It truly was a warhorse.

"Copy that, Gamma 6-6. Stand by for targets" the commanding officer of MCT 14 replied over the radio.

"Set scan range. Ready all weapons and keep an eye out for Seraphs and Banshees" the pilot ordered a gunner, a Lieutenant by the name of Preston Marlowe**.

"Gamma 6-6, this is MCT 14, we've got three Wraiths down the street. Permission to engage" Staff Sergeant Williams said.

"Copy that, MCT 14. Stand by for fire."

The Pelican soared over the street and the gunner took aim with the 70mm chain gun, which was slaved to his helmet; when his head turned the gun turned with it.

"Fire" the pilot ordered.

25 rounds of 70mm ammunition streaked out of the barrel and impacted on their targets, ripping the Wraiths open and disintegrating the Brute pilots within.

"Thanks Gamma 6-6, we owe you one" Staff Sergeant williams declared.

"Reset scan range" the pilot said as the Pelican continued to follow MCT 14 while they proceeded into a large hotel and casino.

"Gamma 6-6, this is MCT 14, we've got Brute snipers in the wing across the courtyard. Engage" Williams ordered.

Looking down Lieutenant Marlowe could see carbine shots racing out across a courtyard in the center of the hotel and casino and the yellow streaks of battle rifle rounds as the Marines returned fire.

"Uhh, negative, MCT 14. Orders are to not engage the buildings. The Captain thinks there may still be Ponies inside" the pilot replied.

"There aren't any ponies in there! Just fucking Brutes! Enga- SHIT! Corporal Hughes is down!" Staff Sergeant Williams yelled.

"I'M OK!"

"Captain, this is Gamma 6-6, MCT 14 is requesting fire on the north-east wing of the Lunar Mane Hotel and Casino. Do we have permission to engage?" the Pelican pilot inquired, with silence as her only response for a few seconds before Captain Mitchell came back on.

"Copy that, Gamma 6-6. Permission granted."

"Copy that. Gamma 6-6, engaging" the pilot replied.

Lieutenant Marlowe took aim and fired seven Anvil-III missiles into where the carbine fire was coming from, obliterating the front of the wall and incinerating the Brutes standing at the windows.

"Thank you, Gamma 6-6" Staff Sergeant Williams exclaimed.

"Reset the scan range and stand by for more targets" the pilot ordered, with Lieutenant Marlowe complying.

"Gamma 6-6, this is MCT 14, we're moving to the city center with MCT 77. Stand by for targets, over" Williams said.

"Understood, MCT 14, standing by for fire order."

The Marines and Elites were making their final push into the heart of Manehattan.

It would all be over soon.

*-*-*

Princess Celestia had never been so worried for her kingdom before in her entire time as its leader as she was right now.

The Covenant had returned to her planet, and were trying to finish what they started twenty years ago.

Of course back then it had been Thar 'Saramee and the Sangheili, now it was a fellow by the name of Thanatos and the Jiralhanae, who were apparently the greatest enemy of the Sangheili.

Celestia had been reluctant to trust the Sangheili given what they had been responsible for twenty years ago, but all those Sangheili that had been under the command of Thar were dead, killed when the Shipmaster self-destructed his ship.

Princess Celestia never understood why he destroyed his own ship and killed all under his command, including himself.

He did seem surprised when he took a look at my chest-piece. Perhaps he saw the Forerunner glyphs on it and realized his mistakes the Princess thought.

It seemed like the most likely explanation.

Celestia shook her head and looked down at her beloved student, Twilight Sparkle, who was unconscious on one of the many beds in the Dawn of the Sun's med-bay.

Twilight, you are the closest thing I've ever had to a daughter. I love you, and I never want to lose you Celestia mused as she nuzzled against Twilight's cheek.

I love you.

Suddenly Twilight awoke with a gasp, prompting Celestia to jerk her head back in surprise as she stared down at her student with concern.

"Twilight, I'm so glad you're-" the Princess started before being cut off by her student.

"Where's Captain Mitchell?" Twilight demanded.

"Twilight, I-" Celestia said before being cut off again.

"WHERE IS HE?" Twilight yelled with increased fervor.

"He's on the bridge, I believe. Why?" Celestia asked, looking down at Sparkle in curiousity.

"They know... They know!" Twilight whispered, pure fear in her eyes.

Before Celestia could ask what she meant the Dawn's A.I. came on over the ship-wide comm.

"Alert! FTL*** ruptures detected! Fourteen Covenant capital ships have entered the area and are now descending upon Manehattan. Advise immediate evasion."

Suddenly Captain Mitchell's voice thundered through the speakers. "Jesus fuck, they're everywhere! EVASIVE MANEUVERS! Arm the MAC cannon and ALL Archer missile pods! Ready a Shiva nuclear warhead!"

"Alert! Covenant ships have opened fire and are preparing to glass the city" the A.I. declared.

"Order all forces to retreat! SHUT UP, RALA! IF WE DON'T RETREAT NOW WE'RE ALL GONNA FUCKING DIE!" Captain Mitchell bellowed. Celestia swore she could hear Rala 'Toram yelling something about 'cowards' while Mitchell was yelling.

Suddenly the Dawn of the Sun bucked, throwing Celestia to the floor as the ship began to dip down.

"We've been hit! Power to the engines has been lost! All hands, brace for impact!" the Captain screamed as the Dawn shook with a terrifying intensity, items and equipment around the room falling over while sparks shot off from the lights as they shorted out, plunging the room into total darkness.

As she fell over Princess Celestia's head struck the metal inhibitor bars on the side of the bed, knocking her cold.

The last thing she heard before she blacked out was her student, her star pupil, her daughter, yelling "PRINCESS!"

*-*-*

*This is an original creation.
**This is a reference to Battlefield: Bad Company.
***Slipspace travel is not possible in atmosphere due to magnetic interference, so the Covenant were forced to use conventional faster-than-light travel.

The shit's really hit the fan for the UNSC and Sangheili, and by extension the ponies of Equestria. Will they survive the surprise attack from the Covenant? And will they still be able to defeat the Covenant? Only time will tell.

"No, no, they'll just send in some lawyer douchebags with pussy-ass lawsuits in their hands instead of us"(Corporal Legal Note, Disclaimer Company, Codename: One private army Special Activities Devision.): Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. Staff Sergeant Williams, Captain James Mitchell, and all related characters belong to me. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

Review this chapter or Haggard will single-handedly invade a neutral country(your house) and kill everything whilst yelling "LEEEROOY JEEENKINS!"

XVII: Operation Reclaim Phase Three

Foreword: I want to make something clear to you guys: I will accept criticism of my story(ies) as long as it's LEGIT. Like plot holes or missed explanations. If you come at me yelling about a character's death and you're not being sarcastic about it or the fact I haven't made Captain Mitchell fuck Twilight or some other stupid shit like that then I'm gonna delete your comment and give you a warning. Do it again and I'll block you.

Please remember to leave a comment letting me know what you think of the chapter.

Chapter Seventeen

Operation: Reclaim Phase Three

March 29th, 2553
Equestrian star system
Skies above Manehattan
Shipmaster Rala 'Toram of the CCS-class battlecruiser Everlasting Faith; Fleetmaster of the Second Fleet of Unified Clarity.
8:14AM

"Rala! We're alright! Listen to me; we need help. Try to contact your fleet and get them out here to assist us!" the human Captain, James Mitchell, declared over the comm from the control room of his ship, which was now crashed upon the surface of Equestria.

"Understood, Captain. Communications, open a link with my fleet" Rala 'Toram commanded.

The link was established and Rala began his address to them.

"Ships of the Second Fleet of Unified Clarity, this is Fleetmaster Rala 'Toram, we have found the planet Equestria and are requesting immediate assistance against the Jiralhanae" Rala stated.

"Understood, Fleetmaster. Give us the galactic coordinates and we will be there soon" Shipmaster of the Solace in Darkness replied.

'Toram did so.

"Shipmaster, the Jiralhanae ships are turning and preparing to fire on us" the Faith's operations officer announced.

"Arm all plasma turrets and the bottom aft projector, come to heading seven-seven-nine and ready all point-defense pulse turrets" Rala ordered.

His bridge officers knew heading seven-seven-nine would bring them right past the Jiralhanae capital ship, a Supercarrier by the name of Inquisitive Follower, but trusted their Shipmaster enough to believe he knew what he was doing.

The Everlasting Faith began to rocket forward as the Jiralhanae ships prepared to fire, coming to bear on the Sangheili battlecruiser.

The humans would most assuredly believe Rala was crazy; a lone CCS-class battlecruiser going up against one CSO-class Supercarrier and thirteen assault carriers was nigh suicide.

But Rala 'Toram knows what he's doing.

As the Everlasting Faith approached the Jiralhanae the Inquisitive Follower and an assault carrier named Shadow of Pure Spirit kept turning to engage them, falling right into the trap Rala was preparing.

"Shipmaster the Jiralhanae ships are about to start firing upon us!"

"Fire all plasma turrets at the Shadow of Pure Spirit and fire the plasma projector and pulse turrets at the Inquisitive Follower" Rala 'Toram ordered.

All seven plasma turrets spit their shaped torpedoes out at the assault carrier while the projector and pulse turrets all streamed beams of plasma into the weakest points of the Supercarrier, all attacks searing open their hulls as their shields were down from preparing to fire.

"Jiralhanae energy signatures have reached peak and the two vessels are about to fire!" the Faith's operations officer exclaimed.

"Down! Down now!"Rala commanded and the navigation officer complied, forcing the Everlasting Faith to dip down as the two Jiralhanae ships opened fire.

The assault carrier, Shadow of Pure Spirit, launched all plasma torpedoes which raced out and impacted on the nose of the Supercarrier, Inquisitive Follower, as it fired its fore plasma projector.

The assault carrier was obliterated and the nose of the Supercarrier was heavily damaged and venting plasma and coolant.

The Jiralhanae assault force was now thirteen ships strong.

"Swing us around and arm all plasma turrets!" Shipmaster 'Toram ordered as the Everlasting Faith turned to the right, flying right behind the left side of the Jiralhanae assault force.

When the Jiralhanae assault force arrived above Manehattan they failed to spread out and as a result they were now all bunched together, leaving no room to maneuver as the Sangheili ship flanked right behind them.

"Fire the plasma turrets! Target the thrusters of every possible Jiralhanae ship!" Rala yelled.

The weapons officer complied and the plasma turrets fired, sending seven plasma torpedoes into the thrusters of seven assault carriers.

Only three impacted on the actual thrusters of their intended ships, the other four detonated harmlessly on their targets' shields.

The Jiralhanae assault force above Manehattan had been reduced to ten ships.

With less ships now there was more room for the survivors to maneuver, allowing five to turn and engage the Everlasting Faith while the other five prepared to glass Manehattan.

At the head of the ships attacking the Faith was the Jiralhanae Supercarrier, Inquisitive Follower.

Suddenly the evening sky turned a dark red as the other five ships in the assault force began glassing Manehattan, their plasma raining down and incinerating all at the outer edges of the city.

"Arm all weapons and target the glassing ships; we need to buy time for the humans to retreat!" Rala ordered.

*-*-*

"GET DOWN!" Staff Sergeant Williams yelled as a group of Banshees screamed overhead, their fuel-rod bombs detonating near the Marines and showering them in molten rock and gravel.

"Covenant forces! Down the street! Fourteen plus Brutes and one Wraith tank! Smasher 1-1, engage!" Williams yelled into her radio at the Scorpion tank assisting them, the same one that had assisted during the battle to retake Barklin.

Smasher 1-1's turret turned to fire when suddenly the tank detonated, a plasma bomb from the Wraith down the road having landed on it and immediately disintegrated the tank.

"Jesus fuck! We are fucked!" Corporal Hughes exclaimed, hunkering down to avoid getting shot.

"Shut up, trooper! Our guns still work, which means we can still kick some ass!" Staff Sergeant Williams told him.

"Private Samuel, bring up the Spanker!" Williams commanded as the all too familiar stench of burning rubber filled the air from the Brute spike rifles.

The young Private sprinted over and dumped an M41 rocket launcher on the Staff Sergeant, crouching down as superheated spikes streaked directly over him.

"Both tubes are hot, and your backblast is clear!" Private Samuel yelled as he returned fire on the Brutes with his MA5C.

"Copy that!" Staff Sergeant Williams responded.

Williams took aim and fired both tubes at the Wraith tank, which impacted and cracked the front of the armor but otherwise did no damage.

Suddenly the pilot hatch opened and the Brute operating the tank popped his head up, keeping his hands down inside the vehicle.

The rockets damaged his vision cameras, and he now must use his eyes to see the enemy.

"Frag out!" Corporal Hughes shouted as he stood from cover, lobbing an M9 high-explosive dual-purpose fragmentation grenade at the Wraith tank.

The grenade soared high into the air before clattering down into the pilot seat of the Wraith, detonating and killing the Brute and rendering the tank inoperable.

"Hah! Suck it, motherfu-" Corporal Hughes started to yell, cut off when a beam rifle shot lanced through his skull and killed him.

"Jesus Christ! Corporal Hughes is down!" Private First Class Mallard screamed.

"Retreat! Everyone retreat!" Staff Sergeant Williams ordered, falling back for a nearby alleyway while her Marines followed closely behind.

"Private Samuel, cover us" Williams commanded as the Marines entered the alley, the young Private turning and crouching with his MA5C at the ready.

"Got it!" he yelled.

Staff Sergeant Williams and PFC Mallard proceeded to the other end of the alley where they saw that the street beyond was mostly clear.

"Good. Private, move up!" Williams declared, turning around just in time to see a Brute spike grenade stab into Private Samuel's face.

"AHHHH! GET IT OFF ME! GET IT O-" Samuel screamed, turning around just as the grenade detonated, spikes ricocheting off the walls as his head and upper chest were completely obliterated.

Staff Sergeant Williams winced.

"All UNSC forces, this is Captain James Mitchell. We are losing Manehattan and the Dawn of the Sun is down. All UNSC forces are ordered to retreat! Repeat: ALL UNSC forces are ordered to retreat from Manehattan. Retreat any way you can!" Captain Mitchell said on the radio.

"What's up with the Elites?" Williams asked, looking up at the sky to see the Everlasting Faith engaged in combat with five Covenant ships, including a Supercarrier.

Staff Sergeant Williams heard a snarl behind and her and looked over her shoulder, seeing the Brutes from earlier coming down the alley.

"Shit" Williams declared, turning and shooting the lead Brute through the face with her BR55HB-SR.

"Run!" the Staff Sergeant commanded, immediately sprinting down the street where she found a Warthog, the windscreen shattered and the driver a blackened corpse, slumped over the steering wheel.

She pulled him out and climbed in, starting the engine while PFC Mallard took position on the gun.

"Hang on!"

The Warthog turned and they began driving down the street at top speed, avoiding any and all debris on the road.

They entered a particularly harrowing patch of debris and were forced to weave back and forth, the edge of the city coming ever closer to them.

"We're almost there, Mallard!" Williams yelled back to the Marine.

The Staff Sergeant weaved past another chunk of debris and hit a crater in the road, the front left tire catching as the momentum carried over, wrenching the tire violently to the right which sheared it from the vehicle.

The Warthog was toast.

"Shit. Come on, Private, we gotta run!" Williams declared, hopping out and waiting for Mallard to do the same.

"Sarge, look!" Private First Class Mallard said, pointing up at the sky.

The Everlasting Faith was retreating, allowing the ten Covenant ships above the city to move into position to glass the city.

"It's over, it's all over for us, Sarge" Mallard stated.

"No! NO!" Williams shouted as the plasma began to rain down upon Manehattan, incinerating the buildings and reducing them to smoldering glass.

Just then the Covenant Supercarrier leading the formation hovered into position directly above the last survivors of Marine Combat Team Fourteen, the plasma building up on the bottom plasma projector as it prepared to fire.

"It was an honor serving under you, Staff Sergeant Williams" PFC Mallard said, saluting the CO.

Instead of returning the salute Williams immediately hugged the Private, burying her face into his neck and holding him tightly.

"I loved all under my command, and it was tough watching them die. But they won't be alone long" Staff Sergeant Williams said, pulling back and staring into Mallard's eyes.

All she saw was intense loyalty, devotion, and an undying love for her. In the face of death her Marines would all gladly follow her into hell, regardless of how few their numbers were.

"I love you, Marine" Staff Sergeant Williams said just as the plasma rained down on them all, reducing the last of Manehattan to smoldering glass.

*-*-*

Operation Reclaim deemed critical failure. All UNSC and Sangheili forces are retreating to formulate new action against the Covenant. Casualty report: 1,000 UNSC Marines. 5,000 Sangheili warriors.

Captain's note: they knew, they fucking knew. It was a GODDAMN trap and we walked right into it without even knowing until it was too late.

How did they know...?

How?

Legal note: Staff Sergeant Jennifer Williams, Captain James Mitchell, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

XVIII: Nights into Dreams

Chapter Eighteen

Nights into Dreams

March 29th, 2553
Equestrian star system
Captain James Mitchell of the UNSC Dawn of the Sun. Note: Dawn of the Sun has been destroyed.
Current location: resting room of the Everlasting Faith, commanded by Fleetmaster Rala 'Toram.
12:27 AM

Captain Mitchell found himself standing in the outskirts of a large city, the tall buildings of which standing high in the center of the metropolis.

The Captain slowly approached the city, unable to move faster than a slow walk, the actual city so close to him yet still so far.

Before Mitchell reached the city a Covenant Supercarrier soared overhead, coming to a stop above the dead center of the city and warming up its plasma projector.

The plasma finished charging and began to stream down into the city, a violent red beam that was too bright to look at.

Dozens of buildings were incinerated at the point of impact and hundreds others had windows shattered when the shockwave from the plasma stream impacting rolled through the city.

Suddenly six other Covenant ships arrived and took up formation next to the Supercarrier, all seven of them forming some kind of circle with the Supercarrier sticking up farther at the top*.

All seven fired their plasma projectors at once, raining the plasma down into the metropolis and starting the glassing process.

Just then an apparition of Captain Mitchell's father appeared in the middle of the plasma stream, manifested from pure red plasma, looking down at Captain Mitchell with a fury that could only be matched by the material he was made out of.

"IT IS YOUR FAULT, JAMES!" the apparition of Mitchell's voice bellowed, the seven Covenant ships expanding their plasma beams as they continued to incinerate the city.

"NO!" Captain Mitchell screamed, running forward a few steps before coming to a stop.

"IT IS ALWAYS YOUR FAULT! THOUSANDS OF HUMANS AND PONIES ARE DEAD BECAUSE OF YOU! I'M DEAD BECAUSE OF YOU!"

"NO! That's not true!" James yelled back.

"ALL YOUR FAULT!" the apparition thundered, raising his arms up into the air.

With a yelp Captain Mitchell was thrown to the ground, knocked over from the force of a gigantic plasma beam coming down in the center of the circle the seven Covenant ships formed, glassing almost the entire city in one continuous blast.

The source of the massive plasma beam was unseen.

"ALL YOUR FAULT!" thousands of voices bellowed, completely surrounding the Captain and bearing down on him with an invisible pressure.

Suddenly a loud horn pierced the air, trumpeting its mighty blast across the landscape like a beacon of death and doom for all who would hear it.

BRRRRRRRRRRRRRRRRRRRRRRRRRRRR!

Captain Mitchell looked up and saw a Covenant Scarab tank looming tall over him, the barrel of its plasma projector looking down at him like some sort of demented eye.

"IT IS YOUR FAULT, CAPTAIN!" a deep voice thundered from within the Scarab, sounding almost as if it was coming from the Scarab itself.

"NO! NO! It's not true! It's not my fault!" James Mitchell screamed defiantly as the invisible pressure continued to bear down on him, pushing him to the ground and crushing him down into the earth, enveloping his entire existence and swallowing it whole.

*-*-*

Twilight Sparkle found herself in the last place she ever wanted to be; the auditorium she had almost been killed in on the Covenant space station Devout Believer.

The Unicorn looked around, noticing that every last seat of the bleachers were filled with dozens of copies of her friends that had died during the Covenant Conflict twenty years ago.

They were all staring down at her with an intense hatred.

"It's your fault, Twilight" all the Rainbow Dash's said in unison, prompting Twilight to look around in fear and confusion.

"Wha-?" Sparkle said, unnerved by all the copies of her dead friends.

"It's your fault, Darling" all the Rarity's exclaimed, further distressing the lavender Unicorn.

"N-no!" Twilight declared.

"It's your fault, Twi" the Pinkie Pie's stated, their eyes boring down on Sparkle and almost sending her into a panic attack.

"Your fault, Twilight Sparkle" the Fluttershy's said, looking at the lavender Unicorn with the most terrifying look of disappointment.

"No. No!" Twilight shouted.

Suddenly all the copies of her friends began to die in the same fashion that they did twenty years ago; the Rainbow Dash's leapt into the air in unison and fell to their deaths, the Rarities being ripped to shreds by an invisible force. The Pinkie's all combusted instantly and the Fluttershy's were all pinned to the walls at once, invisible blades stabbing into them and pinning to the walls.

"NO! STOP, PLEASE!" Twilight screamed, cowering down on the floor and covering her head with her forehooves.

The carnage stopped all at once and Twilight looked up, greeted with the sight of one of each of her dead friends, who were standing over her in a circle.

"YOUR FAULT!" they all bellowed in unison, causing the Unicorn to break down and start crying, just wishing the pain would stop and they'd all go away.

"Please..." Sparkle pleaded, looking up at them.

"Your fault, Twilight" they all said.

"No...it's not my fault" Twilight responded, prompting her friends to inch closer to her, looming over her and creating some kind of invisible pressure.

"It's your fault" they firmly repeated.

"It's not my fault" Sparkle stated once again, feeling the overwhelming pressure increase as the eyes of her friends pierced her very being and into her soul.

"It is your fault" they declared again.

"It's not my fault!" Twilight told them, mentally begging them to believe her.

"IT'S YOUR FAULT! YOU LET US DIE! YOU GOT US KILLED WHY COULDN'T YOU SAVE US?!" they all bellowed, pressing down on her and turning to a black form that swallowed the lavender Unicorn and dragged her down into a realm of suffering and misery.

*-*-*

"Not my fault!" Twilight Sparkle yelled as she awoke with a start, shooting upright in her bed aboard the Sangheili battlecruiser.

A second voice had also said the same thing the Unicorn had said, prompting her to look over and see Captain James Mitchell sitting upright in a bed across the room.

For a moment there was a silence between the two as they stared at each other, both thinking what the other was thinking.

Bad dream?

Before the Captain speak Twilight broke down and began to cry, holding her face in her hooves as she sobbed uncontrollably.

She felt a warmth spread over her and looked up to see Captain Mitchell hugging her, tears also coming from his eyes.

Twilight returned the hug and calmed down a bit, still sobbing and hiccuping when she looked up and said "I just want it to stop..."

"I know, Twilight. I know" the Captain responded, wiping the tears from his eyes and pulling back from the lavender Unicorn.

"James? You once said your father helped defend us twenty years ago. Who is your father?" Twilight inquired, watching as Mitchell winced and looked away, the tears coming back.

"My father is...was...Michael Preston, Commander of the UNSC Marathon before his promotions. Eventually he reached Lower Rear Admiral and commanded a Marathon-class cruiser, the UNSC Celestial Terrace" Mitchell answered.

Twilight lit up at the mention of Commander Preston. "Your father is Commander Preston? That's great! What ever happened to him after the Conflict? He said that he'd come back to see us some day?" the lavender Unicorn asked.

"Commander Preston is...dead. He was killed during the Battle of New Jerusalem, two months before the end of the war" Mitchell explained, the last part coming out extra solemnly.

"Oh...I'm so sorry" Twilight said, looking down at the floor.

"It's my fault he's dead. I failed to save him from the Covenant" the Captain told her.

"How? If you don't mind me asking, that is" Twilight stated, curious as to how it was Mitchell's fault his father was dead.

"I was in dock on the planet New Jerusalem when the Covenant arrived on the planet. I tried to make it back to my ship when a Covenant Scarab came down, trumpeting a strange horn and vaporizing my then current bridge crew. By the time I got to my ship and made it back into space the Covenant had completely rolled over my father's ship and he was dead" James explained.

"That's horrible" Sparkle stated, feeling sad that Commander Preston was dead.

"So what's your story?" Captain Mitchell inquired, looking into the Unicorn's eyes.

Sparkle gulped as she prepared to tell him about her dead friends.

"Four of my friends were killed because of the Covenant Conflict; Fluttershy, Pinkie Pie, Rarity, and Rainbow Dash. Dash actually killed herself five years after the conflict had ended" Twilight explained.

"I'm sorry."

"Don't be, it's not your fault."

For a moment the two sat in silence, staring into each other's eyes as if looking for something they had been searching for their entire lives.

Twilight inched her head closer and lidded her eyes halfway, watching as Mitchell's eyes grew wider and he looked at all corners of his counterpart's.

Suddenly the door opened and in stepped Lieutenant Crusher, prompting Captain Mitchell to look over his shoulder at the younger bridge officer.

"Sir! You're wanted on the bridge by Rala. Come quick, it's urgent" the Lieutenant said, closing the door and leaving the two of them alone once again.

"I..." Twilight said, unsure of what she should say.

Mitchell looked down and stood from the bed. "Come on, let's go see what the Fleetmaster wants" James said.

Twilight noticed that he didn't say Rala.

"Captain, wait" Twilight said, prompting Mitchell to turn around where he was then grabbed by the Unicorn and pulled down into a kiss on his cheek that lasted for a few seconds.

Twilight pulled away with a blush on her face, smiling sheepishly. "You've earned it, Captain" the Unicorn stated.

"Thanks, Twi, but...I don't roll that way" James declared, stepping from the room along with Twilight.

"You mean you're gay?" the Unicorn asked tentatively, afraid of offending or upsetting him in some way.

"Yeah...I am. I trust you won't judge me for it?" the Captain asked, his voice sounding like he wasn't giving Twilight a choice.

"No, of course not. I'm bi anyway so I have no room to judge" Sparkle replied.

"Good. That's good to know" the Captain said sincerely as they went on their way.

They proceeded through the ship and before long reached the bridge, where Princess Celestia and Rala 'Toram awaited, along with the other bridge crew of the Dawn of the Sun and Twilight's friends Applejack and Spike.

"Mitchell, welcome. We will get straight to business; we've analyzed the information your MCT 14 gave us when they infiltrated Manehattan and have come to the conclusion that the Jiralhanae are searching for something in the caves beneath Canterlot" Rala began.

"Searching for something? Like what?" Twilight Sparkle asked.

"We're not sure. However, if the Jiralhanae want it then it must be bad for Equestria. We have discussed it with Princess Celestia and would like you to join us in investigating what the Jiralhanae are searching for" Fleetmaster 'Toram explained.

"Wait, does that mean we're-" Captain Mitchell began, cut off when Rala raised a hand.

"Yes, we're going to Canterlot."

*-*-*

*The seven Covenant ships form the Seventh Column symbol.

Author's note: Canterlot, the heart of the Covenant occupation of Equestria and their most fortified position.

And our heroes are going there.

What will be in the caves beneath the Royal City? Will it be the Flood? A Forerunner superweapon? Or something even far more sinister? Only time will tell.

On a side note there will obviously NOT be a Captain Mitchell/Twilight shipping in this story, so if you were suspecting or fearing that possibility then do so no longer, as a shipping between them is impossible because the Captain's gay.

Legal CBT: Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. Captain James Mitchell, Fleetmaster Rala 'Toram, and all related characters belong to me. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

Review this chapter to make me feel good.

XIX: Canterlot

Chapter Nineteen

Canterlot

March 30th, 2553
Equestrian star system
Captain James Mitchell of the UNSC Dawn of the Sun.
11:14AM

"Captain Mitchell, it is time" Rala 'Toram's voice thundered over the loudspeaker into the room the Captain shared with Twilight Sparkle.

"Understood, Fleetmaster" Mitchell replied, nodding to Twilight who joined him as he walked through the ship to the hangar bay.

The plan to invade Canterlot was one they had all worked on all night, and it was quite very simple.

Blitzkrieg.

The Everlasting Faith would fly directly over the city and drop in thousands of Sangheili warriors via the drop pods, along with hundreds of Wraiths and Ghosts, along with a few Scorpions and Warthogs that had been salvaged from the Dawn of the Sun. All Marines from the Dawn would also assist in the assault.

In addition to the ground forces Rala would also deploy Banshees and Seraphs to provide air support for the invasion force.

While this is going on the Everlasting Faith will be engaging any and all Covenant ships above the city.

As this is all happening the primary expeditionary force, comprised of Captain Mitchell, Lieutenant Robert Crusher, Twilight Sparkle, Applejack, and Princess Celestia would infiltrate the caves beneath Canterlot and find out what the Covenant are up to.

Simple.

The Captain could only hope.

"Captain Mitchell we are coming up on Canterlot. Covenant air presence is twelve assault carriers, one Supercarrier, and their space station" Rala said over the comm, sounding very calm.

Captain Mitchell, on the other hand, was feeling his blood run cold; the carriers would be bad enough, but the firepower from the Devout Believer would be devastating to the Sangheili battlecruiser.

"What's the plan, Rala?" Mitchell inquired, already knowing what the answer would be.

"What is always has been; go down fighting" Fleetmaster 'Toram responded.

"Rala, wait. Perhaps we should wait for your fleet to arrive before re-engaging the Covenant?" Mitchell suggested.

"No, this ends here and now. We wait any longer and Equestria is doomed" the Fleetmaster responded, increasing the speed of the ship as they rocketed for Canterlot.

It was now or never.

"Board the Pelican, it's time to go" Mitchell ordered, stepping into the dropship while his comrades followed.

"My brothers, the time has come. For twenty years the inhabitants of Equestria have lived in fear of the Sangheili. No longer. Today we reclaim our honor in the eyes of the Equestrians. Today we free Equestria from the tyranny of the Jiralhanae. Today shall see the end of the last remnants of the Covenant" Rala declared.

"Today...the Jiralhanae die" the Fleetmaster finished, the roar of Sangheili universal approval thundering across the comms.

"All units: ATTACK! LEAVE NO ENEMY ALIVE!" Rala bellowed, the Pelican soaring out of the hangar along with hundreds of Banshees, Seraphs, and Phantoms.

As the Pelican rocketed across the sky Captain Mitchell could see thousands of drop pods falling into Canterlot as the Everlasting Faith streaked over the Royal City, firing its plasma turrets and projectors at the Brute ships.

As the Pelican approached the city the Captain saw AA Wraiths firing at the thousands of aircraft approaching the city.

"All UNSC forces partaking in this attack, this is Captain James Mitchell of the UNSC Dawn of the Sun: this is it. This is the end, and also a new beginning. We have sworn the Equestrians that we would do our best to protect them from the Covenant, and that is exactly what we will do today. The Covenant think they've won. They're wrong. We will push them back until they're falling off the edges of Canterlot. We will crush every last vehicle they throw at us. Kill every last soldier they send to us. Shoot down every last aircraft that comes for us. We will show the Covenant that we will NOT go quietly into the night. We will NOT succumb to their attacks. And we will NOT stand by idly while they destroy an innocent race! We WILL destroy them all! And we WILL reign triumphant!" Captain Mitchell shouted.

"ALL UNSC forces, prepare for victory! Prepare for success! Prepare...for the annihilation of the last remnants of the Covenant Empire!"

All the dropships, both Sangheili and human, made touchdown and the ramps dropped, thousands of humans and Elites pouring out and gunning for the Jiralhanae that were dug in waiting for them.

"ALL UNSC FORCES: ATTACK!" Mitchell bellowed, rushing out of the Pelican as the Brutes opened fire.

Before even one of their spikes could touch a friendly soldier the forward line of the Brutes collapsed, bombarded into glass by Seraph bombers that flashed over them, followed closely by Banshees that screamed through above the streets, blasting every Brute they saw.

Captain Mitchell hefted an MA5C assault rifle and racked the charging handle, motioning for his comrades to follow him as they headed deeper into the city in search of the old entrance to the caves.

"What's our objective?" Mitchell asked Princess Celestia, who had the most knowledge of the caves.

"Canterlot Tower, my old home. It's the fastest way into the caves" Celestia answered, pointing a hoof at the ruins of the Tower near the mountain the Royal city was built on.

The expeditionary force's mission was simple: get into the caves as fast as possible.

"Let's go" Mitchell said, running down the street as the battles raged all around them; Seraphs bombarded Brute positions, Wraiths and Scorpions annihilated Brute vehicles, and the Marines and Elites shot any straggler in the face.

"Move up, come on!" James yelled, rushing forward as they headed for Canterlot Tower.

Halfway down the street the wall of a clothes shop with blood on the display windows* collapsed and a Brute Wraith came through, turning to face the Captain and his allies.

"TAKE COVER!" Mitchell screamed, diving into an alley along with the others as the Wraith fired, sending a plasma blob soaring through the air and down into the street just outside the alley.

"Time to take a detour" James said, heading down the alley as his companions followed, hearing the sounds of intense combat not even a block away.

"Come on, we need to get to the caves" Mitchell stated, heading deeper into the city towards the mountain it was built on.

They had reached the last stretch, a 200 feet dash to Canterlot Tower and the entrance to the caves, when the city shook violently, prompting them all to look around in confusion.

"The fuck was that?" Lieutenant Crusher inquired.

Before anyone could conjecture there was a loud mechanical whirring and a Scarab tank hoisted itself up over the peak of the mountain, its entirety blotting out the morning sun and replacing it with the glow of its plasma projector.

James was about to tell them to run when the tell-tale horn of the nemesis Scarab trumpeted.

BRRRRRRRRRRRRRRRRRRRRRRRR!

Freezing up Captain Mitchell was rooted in place, his mind flashing back to the day a Scarab vaporized his crew and almost killed him. That horn had always haunted him.

"Captain, we have go go!" Lieutenant Crusher exclaimed, trying to get Mitchell to move.

The Scarab finished positioning itself on top of the mountain and aimed down at Captain Mitchell and his group, trumpeting its mighty horn as the plasma projector began to charge.

"CAPTAIN!" Crusher bellowed to no avail; Captain Mitchell was nigh catatonic from the horn trumpeting.

Suddenly they all went flying forward several feet and scattered across the pavement, prompting Lieutenant Crusher to look back over at where they had just been standing.

The Lieutenant watched as Princess Celestia finished channeling magic to her horn and was about to gallop forward as the Scarab fired.

The flash of the plasma impacting forced Crusher to shield his eyes from the explosion.

When it stopped and he looked back the street was a crater of smoldering glass and charred pavement.

Princess Celestia had been completely vaporized.

BRRRRRRRRRRRRRRRRRRRRRRRRRRRR!

Crusher looked back and saw the lavender Unicorn, Twilight Sparkle, looking at the spot Celestia had been standing in horror.

"P-Princess?" Twilight said shakily, on the verge of crying her eyes out.

"Captain Mitchell!" Crusher yelled, seeing that the Captain was shakily starting to stand back up. "We have to go" the Lieutenant stated.

"O-OK. Let's go!" Mitchell declared as they grabbed Twilight to get her moving.

"P-Princess?!" the Unicorn exclaimed again, beginning to raise her voice.

"She's gone, Twilight! We have to go, now!" Mitchell said.

"NOOOOOO!"

Twilight broke down and started sobbing as they all sprinted for Canterlot Tower, eager to get inside before the Scarab fired again.

Just then there was a tremendous explosion at the top of the mountain and the Scarab was incinerated instantly, the pieces that survived the explosion raining down on Canterlot.

Captain Mitchell looked up and saw the Covenant space station, Devout Believer, hovering directly above the mountain, its plasma projector streaming down directly on the peak of the mountain.

They had cast aside a Scarab to start destroying the mountain.

"Looks like they found what they were looking for. Let's get into the caves, now" Captain Mitchell exclaimed as they entered Canterlot Tower, heading to the back to the old entrance to the gem caves.

"Let's stop what ever the fuck those Brutes are doing" Captain Mitchell stated, flicking his MA5C's flashlight on as they entered the caves.

*-*-*

"Captain Mitchell, this is Fleetmaster Rala 'Toram, the Covenant fleet has been reduced to five assault carriers, one Supercarrier, and their space station. Let it also be known that the Jiralhanae are swarming over Canterlot. The ground forces will not last very long" the Sangheili Fleetmaster declared over the radio.

"Understood, Rala. We have entered the caves and secured the entrance. You can call off the ground assault in the city" the human Captain responded.

Rala offered no reply as he prepared to engage the last of the Covenant ships.

"Weapons, arm all turrets and the plasma projector. Focus on the Inquisitive Follower and time attacks with those of the Supercarrier to catch them with their shields down" Rala ordered.

The weapons officer complied silently as the Everlasting Faith began to rocket for the Jiralhanae Supercarrier, all weapons ready to fire.

As the Faith approached the Supercarrier the assault carriers began to turn to face them, their weapons charging in full.

"Ignore them, focus all attention on the Supercarrier" Rala ordered navigation, who complied without a word.

"Come to heading 5-5-4 and prepare to fire on the Follower" Fleetmaster 'Toram announced, staring at the Supercarrier in anticipation.

The Supercarrier was completely ignoring the Sangheili ship in favor of helping the Devout Believer destroy the mountain as they dug for what ever might be underneath.

"FIRE! ALL WEAPONS FIRE!" Rala thundered as they soared past the rear of the Inquisitive Follower, their plasma weapons firing directly into the engines of the Supercarrier, disabling it heavily and causing it to slowly start falling down towards Canterlot.

"Circle around and charge the fore plasma projector! Fire directly into the engines of the Supercarrier!" Rala commanded.

The Everlasting Faith swung around until they were streaking directly across the sky for the Supercarrier as it neared Canterlot.

"FIRE!" Rala 'Toram yelled, the weapons officer complying and sending a white-hot stream of superheated plasma directly into the engines of the Inquisitive Follower.

The stresses of the plasma firing into the engines overloaded them and caused them to detonate, sending the Supercarrier into a supernova explosion with vaporized the tops of a few towers in Canterlot and two assault carriers near it.

The Covenant fleet had been reduced to three assault carriers and the space station Devout Believer.

"Arm all weapons and prepare to fire on the Believer!" Rala declared.

"Excellency, the remaining assault carriers are turning to fire on us!" the operations officer announced.

"I do not care! We must destroy the space station before they finish glassing the mountain and uncover what ever it is that they've found!" Fleetmaster 'Toram told them.

The Everlasting Faith soared over the Devout Believer and began to circle back around, charging all plasma turrets and the fore-bottom plasma projectors.

"Fire all turrets and the plasma projector when we're over the station" the Fleetmaster ordered.

The weapons officer did as told and all attacks landed harmlessly on the shields of the Believer.

"Blasted cowards" Rala commented, seething at the Jiralhanae.

Suddenly the operations officer piped up and yelled "excellency! The Jiralhanae assault carriers have opened fire on us!"

"Ignore those vile cretins! We must destroy the space station!"

They turned around and prepared to fire again, launching all the plasma they possibly could at the Believer and watched as the attacks landed on its shields.

Fleetmaster 'Toram was about to order them to circle around again when a warning sounded that said the shields had been broken, leaving the Everlasting Faith open to attack.

"Vile bastards! FIRE! FIRE ON THE ASSAULT CARRIERS!" Rala ordered.

The assault carriers completely unleashed on the Everlasting Faith, firing their plasma projectors and turrets at the Sangheili ship, scoring dozens of hits.

"Open a comm with Captain Mitchell!" Rala commanded, the communications officer doing as told.

"Rala, what's going on?" the human inquired.

"Captain, the fleet has been reduced to three assault carriers and the space station. However we are losing the battle. Canterlot has been completely overrun by the Jiralhanae. All contact with our ground forces has been lost and we are moderately damaged" Rala explained.

"Fleetmaster, we are continuing to search for the Jiralhanae down here in the caves and we believe we're getting closer to their position. Be advised, Princess Celestia was killed by a Covenant Scarab. Rala, if you can see it, please alert us to what the Covenant have found under this mountain" Captain Mitchell requested.

Rala 'Toram took a look at his displays and focused on the mountain, noticing that the Devout Believer was almost finished glassing the mountain.

Sticking up from inside the mountain was a gray-silver peak of metal.

"I apologize, Captain, but we can not see what the Covenant have uncovered" the Fleetmaster said.

"Understood. Rala, if you can hold off until we discover what they've found" Captain Mitchell requested.

Rala looked up and watched as the assault carriers broke off and were beginning to offload thousands of Jiralhanae into Canterlot which immediately began to charge for Canterlot Tower.

"Vile bastards" Rala exclaimed, knowing there was only one way to stop them.

"Captain Mitchell, I'm afraid we can not fulfill your request. Millions of Jiralhanae are pouring in and will soon be upon you. They must be stopped. You know what I must do" Fleetmaster 'Toram stated.

"Rala, no!"

"It was an honor serving with you, human" Rala said, motioning for communications to kill the link.

"Operations, arm the self-destruct mechanism. Navigation, bring us directly above the assault carriers" 'Toram ordered and his officers complied.

For honor. For glory. For Sangheilios. For...Equestria Rala 'Toram thought as they rocketed straight for the carriers.

That stallion I assaulted back in Ponyville...is he dead, I wonder? I am sorry, but now I can reclaim my honor I lost when I attacked him.

Captain Mitchell was right in a way. The ponies may not have been completely kind and benevolent, but each deserves the right to self-determination. The right to live. The right to continue their species as a whole.

They are rights I will ensure the ponies of Equestria will have until the end of time.

"Operations, fire the self-destruct!" Rala commanded, the last order he would ever give.

Goodbye, ponies of Equestria, it was an honor. May your species continue to thrive and expand across the stars. And may your people never again experience the tyranny of the Covenant Empire.

The Everlasting Faith detonated, completely obliterating itself and the three assault carriers above Canterlot.

It was truly the beginning of the end.

*-*-*

*This is a reference to one of my other stories, titled 'He came from Hell'.

Author's note: This chapter was kind of hard to write towards the end because I couldn't think of powerful enough words to put down to convey the proper emotions.

Writing is hard.

Legal note: Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. Captain James Mitchell, Fleetmaster Rala 'Toram, and all related characters are copyright to me. My Little Pony belongs to Hasbro. Halo belongs to 343i.

Review this chapter or Derpy Hooves will slam her iron plot down on your cock and balls, and not in a good way.

XX: Heart of Darkness

Chapter Twenty

Heart of Darkness

March 30th, 2553
Equestrian star system
Old gem caves beneath the Royal City of Canterlot
Captain James Mitchell of the UNSC Dawn of the Sun
11:42 AM

Silence.

That was all there is. That is all there ever will be, now that Fleetmaster Rala 'Toram is dead.

Captain James Mitchell hung his head and dropped the radio, drawing his MA5C over his back and nodding to his companions that had come with him into the caves; Twilight Sparkle, Applejack, Spike, and Lieutenant Robert Crusher.

"It's just us now. Let's find out what the Brutes are doing and just fucking kill them" Captain Mitchell said viciously, preparing to continue moving deeper into the caves.

It was eerie, as there were almost no sounds with the exception of the Covenant glassing the mountain far above them as they dug for what they had found.

Captain Mitchell looked down at Twilight, noticing that she's very quiet as she slowly trudged along with her head hung low.

Upon closer inspection the Captain could see tears falling to the dirt below her hooves.

"Stop, everyone stop" Mitchell stated, stepping over to Twilight and crouching down in front of her, asking "hey, are you OK?"

Twilight sniffled loudly and looked up at the Captain, her eyes red and soaking wet with tears and looking absolutely miserable.

"S-She's gone" the lavender Unicorn said, referring to Princess Celestia.

"I know, Twilight. But look, if you can stay strong and help us, then we can get back at the bastards that killed Princess Celestia" Mitchell said, determination in his voice.

"B-But..." Twilight said, unsure of what to say.

"Come on" the Captain stated, motioning for his companions to follow him.

As they proceeded deeper into the caves the sounds of the Covenant digging grew louder and louder, a symbol that they were getting closer to what the Covenant had found.

As they walked along a thought dawned on Captain Mitchell, and he turned to Twilight to ask her a question related to the thought.

"Twilight? With the Princess gone, who will lead Equestria after this is over?" Captain Mitchell inquired.

"If he survived the attack on Canterlot then Prince Blueblood will. If not, then I'm sure Princess Cadence will do just as well" Twilight answered.

Captain Mitchell nodded.

"Heh, remember how Rarity would always rant on about her 'Prince Charming' Blueblood before we all went to the Gala?" Applejack asked Twilight.

"Hahah, yeah. Whenever the topic of him came up she would go into this big tirade of 'oh, he'll be the greatest Gentlecolt that ever lived'" Twilight replied.

"Haha, you said it, Sugarcube. But you know what the weirdest thing is? After the Gala every time we talked to her about him she would just say 'never speak of him, ever again'" Applejack exclaimed.

"I know, right? It's like after the Gala he became the plague. I wonder why she thought so differently of him afterwards" Twilight said.

"Dunno, Sugarcube."

"The hell are you two talking about?" Lieutenant Crusher inquired, greatly confused.

As the two ponies began to explain to him what had happened Captain Mitchell looked around the cave, noticing mirror-like surfaces on the walls, ceilings, and even the floor.

Sudden movement caught the Captain's eye and he dropped to one knee, holding up a first and declaring "quiet! Stop."

The rest of the group did as told and also began to look around, wondering what the Captain had seen.

"Sir? What's going on?" Lieutenant Crusher asked, pulling an M6G/C out of his holster and holding it in a neutral stance.

"I don't know" Mitchell idly responded, still looking around for any other movement.

After a few moments without any visible movement the Captain stood and motioned for his team to continue following him, saying "come on, let's go."

For a while they walked in silence, occasionally stopping when Mitchell saw movement or heard something that wasn't their footsteps or the sound of the Covenant digging.

Eventually Twilight increased her speed a little until she was right next to Captain Mitchell, looking up at him and saying "Captain? I just wanted to tell you that I appreciate what you and the Sangheili did for us."

"We were just doing our jobs, Twilight" Captain Mitchell told her.

"I know, but that doesn't mean I can't appreciate you for it" the lavender Unicorn replied.

"It's not over yet, Twi, so I'll tell you what; appreciate us as much as you desire when this is all over. Deal?" Captain Mitchell stated.

"Deal."

They were about to move out again when a Brute War Chieftain dropped down in front of them, brandishing a gravity hammer and slamming it down directly in front of them but missing all of them.

"JESUS CHRIST! Where did he come from?" Lieutenant Crusher yelled, opening fire with his M6G/C while Captain Mitchell dove away from the hammer.

Mitchell levelled his assault rifle and began to pepper rounds at the Brute, each and every last bullet pinging off his power armor.

The Captain dropped the empty magazine and rolled away as the Brute attempted to bring the hammer down on him again.

"RUN! Run, God damn it!" Captain Mitchell yelled, sprinting down the cave away from the Brute along with his companions.

As the Captain approached the end of the cave he saw that it was partly blocked off, a large rock having fallen a bit and leaving but a foot and a half of room at the bottom to slide under.

Captain Mitchell dove and slid through the gap, rolling over and reloading his MA5C to cover his friends.

One by one Lieutenant Crusher, Spike, and Twilight Sparkle dove through, with Applejack the last in line.

"Come on, Applejack!" Twilight yelled, desperate for her friend to get through.

Applejack increased her speed and it would seem that she was about to make it when suddenly there was a metallic ping as a bolt on one of her mechanical legs broke and fell off, causing the leg to snap off from her body and making her slide face first across the ground.

"APPLEJACK!" Twilight screamed as the farm mare rolled over, groaning in fear as she attempted to scramble away from the Brute that was right above her.

"I'll save you!" Twilight shouted, beginning to channel magic to her horn as the Brute raised his gravity hammer up.

"UAAH! NO! HELP ME, PLEA-" Applejack attempted to yell, cut off when the Brute slammed the gravity hammer down on her.

From under the hammer's head blood sprayed out in all directions as Applejack literally disappeared, crushed into nothing but pulp from its weight.

"NOOOOOOOOOOOO!" Twilight screamed, having watched everything through the gap, failing to help her friend in time.

The Brute roared triumphantly as Captain Mitchell dragged Twilight away from the gap, eager to get her as far away as possible from the Chieftain.

"APPLEJACK!" the lavender Unicorn screamed in vain as she was dragged away by the Captain.

"She's dead, Twilight. SHE'S DEAD! WE HAVE TO GO!" the Captain shouted.

"Noohoho!" Twilight cried as she collapsed to the ground, broken by the loss of one of her last friends. Tears stained the dirt beneath her as she sobbed uncontrollably.

"Twilight, we have to keep moving!" Captain Mitchell exclaimed, trying to get the Unicorn to stand up.

It didn't work.

"Come on, I'll carry you!" Mitchell said, hoisting Twilight over his shoulder as she continued to cry out for Applejack.

The Captain wasn't happy that Applejack was dead either, she would be another casualty tacked on to the list of those killed by the Brutes, but he knew that the faster they stopped what the Brutes were doing the better the chance Equestria had to survive.

And so he trudged on, carrying Twilight over his back while the last of his companions followed him.

Soon they reached an entrance to some kind of cavern and Captain Mitchell set Twilight down, noticing that she still looked miserable as hell.

"I-I just w-want it to stop" she stuttered out, sounding like she was on the verge of sobbing again.

With a sudden burst of magic she tried to grab the Captain's M6C from his holster, failing when the human jerked back and kept the weapon in place with his hand.

"NO! Don't do that! You listen to me, Twilight Sparkle! You're gonna make it! You can get past their deaths! You just have to stay strong!" Mitchell yelled.

"I d-don't want to" the lavender Unicorn exclaimed in sorrow as she lied on the ground, unwilling to move.

"Come on! We're almost there, trust me! As soon as we destroy the Brutes this will all be over and we can go back to living happy lives."

Twilight didn't respond, prompting Captain Mitchell to crouch down and cup her chin in his hand, bringing her eyes up to look into his.

"Please, you must stay strong. For Spike. For Equestria. For...yourself" Mitchell stated.

The Unicorn sniffled and nodded, shakily getting to her hooves as the Captain turned to face Lieutenant Crusher.

"Weapon check."

The Lieutenant checked his M6G/C and his current magazines, stating "I've got a full one loaded and one extra."

The Captain checked his MA5C and M6C and said "I've got one fully loaded for each, and three extra for each."

"So we're a two man army, right?" Crusher asked sarcastically.

"Yeah. I think at this point we could destroy the entire Covenant army" the Captain replied. "Come on, let's get in there and see what they're doing."

The group rushed in and were completely unprepared for what they saw.

"What is that?" Spike asked, his jaw dropped down.

"It's huge!" Twilight exclaimed, also shocked by what was before her eyes.

"No way, it can't be" Lieutenant Crusher declared.

"It is" Captain Mitchell replied, also a little unbelieving of what he was looking at.

Standing tall in the middle of the hollow mountain, illuminated by the sunlight streaming through a hole at the top that had been made by the Covenant via their glassing of the mountain, was a Forerunner Dreadnought, the same type as the Prophet of Truth's had been.

And the Covenant were about to take it.

"OK, what do we do about that?" Lieutenant Crusher asked, pointing to the Dreadnought.

The Captain was about to say he didn't know when he looked to the right, seeing a transport beam on top of a flat rock that stretched from its transmitter all the way to the Dreadnought.

Suddenly the inside of the hollow mountain was illuminated in a flash of brilliant orange and white as the Dreadnought came to life, its engines activating as it started to lift off.

Without thinking Captain Mitchell stowed his MA5C and immediately began sprinting for the rock that the transport beam's transmitter was on, looking to get aboard the Dreadnought before it escaped.

It was time to save Equestria.

*-*-*

Author's note: a Forerunner Dreadnought hidden in the mountain that Canterlot is built on? What crazy shit will I think of next? Talking spaceships?

This story is almost over, we have but one chapter left and that's the ending. I hope your collective bodies are ready, because all of you will be destroyed by what I have written for the ending if you're not prepared.

Time to write this shit so I can go back to playing Resident Evil(yes, the original Playstation game): Twilight Sparkle, Applejack, Spike the Dragon, and all related characters belong to Hasbro. Captain James Mitchell, Lieutenant Robert Crusher, and all related characters are copyright to me. My Little Pony belongs to Hasbro. Halo belongs to 343i.

Oi! See that comment box down below? You should type something in there(related to the chapter/story of course.)

XXI: Who we become

Chapter Twenty one

Who we become...

March 30th, 2553
Equestrian star system
Old gem caves beneath the Royal City of Canterlot
Captain James Mitchell of the UNSC Dawn of the Sun
11:57AM

It was time to save Equestria.

Captain James Mitchell sprinted for the rock that the transport beam's transmitter was on, eager to get aboard the Forerunner Dreadnought before it took off.

"Captain!" Lieutenant Crusher yelled as Mitchell hoisted himself up onto the rock and jumped into the transport beam, immediately rocketing down the beam and into the Dreadnought as it ascended the morning sky and into the center hole of the Covenant space station Devout Believer, coming to a stop in the center hole.

With the Dreadnought a part of their space station the Brutes would have very little trouble destroying all of Equestria.

Not if Captain Mitchell has anything to say about it.

"If I overload the engines they should detonate with enough force to take the space station with it" the Captain said to himself, looking his MA5C over and preparing to move out inside the Dreadnought.

"Step one: find the engine room. Step two: light fuse. Step three: embrace my father" the Captain said, knowing full well what the explosion would incur.

Mitchell snuck his way through the Dreadnought, making his way to the engine room while avoiding any Brutes that might be on the Forerunner ship.

"It's your fault" the all too familiar voice of the dead Commander Preston echoed.

"Shut up, dad" Captain Mitchell replied.

Eventually he made it to the engine room and was greeted with the sight of the core glowing a bright blue, a Forerunner holo-console in front of it and a Covenant console off to the right.

Captain Mitchell sealed the room and approached the Forerunner console, looking it over and trying to see if he could start some kind of self-destruct mechanism.

"There's fucking circles and rectangles and squares and all sorts of other fucking symbols. How the hell am I supposed to know that causes this thing to go boom?" the Captain wondered aloud.

"Fuck it, I'll just shoot at the core until it explodes" the human declared, shouldering his assault rifle and preparing to fire.

"Reclaimer" a voice suddenly declared, reverberating off the walls of the cavernous engine room and causing the Captain to step back involuntarily.

"What the fuck?" Mitchell said, looking around the room in confusion.

"It is most excellent that you are here" the voice sounded again, deep and monotone.

The Captain noted that the engine core would brighten when the voice spoke, leading him to realize that the Dreadnought itself was speaking to him.

"What are you? What do you want?" Captain Mitchell inquired, taking a step toward the engine core.

"The meddlers have stolen this ship. Have stolen me. They plan to use me to destroy all life in the universe, for what purpose I do not know. But I know that they also plan to pillage more of my makers' creations" the voice explained.

"How do you know this?"

"Their encryption software is not very effective" was all the voice had to offer in response.

"They're going to destroy the whole universe? How do I stop them?" James Mitchell asked.

"You must manually access their data console and wipe all information from their battle network. Then, you must upload a virus I have fabricated that will force the self-destruct of all meddler ships in the galaxy."

"Where's the console? Right over there?" Captain Mitchell said, pointing over to the Covenant console he spotted when he first entered the room.

"No; the command center of their space station, Devout Believer" the voice answered.

Captain Mitchell's blood ran cold.

"B-But by the time I get there Equestria will be glassed" the human protested.

"Better it than all the galaxy. If you do not stop the meddlers they will eradicate all known life in the universe" the voice responded.

Captain Mitchell was faced with a hard choice; sacrifice Equestria, a partially glassed planet, to save the rest of the universe. Or follow orders and save the ravaged planet but let the rest of the galaxy die.

"Reclaimer, you may take this to help you in your fight against the meddlers" the voice declared as a hole opened on the ceiling and some kind of strange object floated down.

It was big, about as big as a Spartan Laser, but was designed with a stock to fire the weapon from the shoulder. The weapon had a strange grip and trigger assembly which was right behind the barrel which looked like four prongs that extended about a foot with magnetic coils on the inner side of the prongs.

The Captain grabbed the weapon and looked up at the Forerunner engine core, listening as the ship spoke to him once again.

"You are a Reclaimer, descendant of the Forerunners, your mission is to preserve the legacy of my creators by saving your kind. Without your kind the universe would be doomed. And without you your kind would be doomed."

Captain Mitchell knew then what his decision was.

Just then a bright flash filled the room and Twilight Sparkle appeared, immediately stepping toward the Captain.

"Mitchell? What's going on? Have you found a way to stop the Covenant?" the lavender Unicorn inquired.

"No, I haven't" Mitchell replied, noting that some kind of video feed had appeared on the Covenant console on the other side of the room.

The Captain walked over and saw that it was a feed from a drone far away from the space station, Devout Believer.

The two of them watched as the feed showed the space station firing its plasma projector onto the surface of Equestria, beginning the glassing process of the planet. In addition to the station hundreds of other Covenant ships had showed up and were also glassing the planet.

Blue superheated plasma streamed down from multiple projectors and swathed over the planet's surface in a criss-cross pattern, making sure every square inch of the planet had been glassed. Twilight Sparkle looked on in horror as one of the plasma beams streamed directly down on Canterlot Mountain, incinerating most of it and the Royal City in an instant.

Even in space Twilight was able to see where the town she was born in was at.

"What are they doing? Stop them!" she demanded.

"Listen to me, Twilight; the rest of the galaxy is in danger. I have been told by this ship that the Brutes are planning to destroy the entire galaxy. I have decided to stop these nefarious plans" Captain Mitchell explained.

"So you're just gonna let Equestria die?" the Unicorn asked, unable to believe what she was hearing. "All those ponies down there must be terrified of what the Covenant are doing! Knowing they can't escape but wishing someone would help them!"

"I know" the human answered. "I'm sorry but there's just no other way."

"My friends are down there! Spike, Derpy, Applebloom, Scootaloo, Sweetie Belle! Yourfriend is down there! You're just gonna let him die?" Twilight stated, looking up at the Captain who had a sorrowful expression on his face.

"I'm sorry" was Captain Mitchell's only response.

*-*-*

Derpy Hooves flew in a panic as she looked for her daughter, Dinky Hooves, in the streets of New Cloudsdale, desperate to find and rescue her before the Covenant evaporated the city. Dinky was in the city visiting Pegasus friends with the aid of a cloud-walker spell.

You may be all grown up but you're still my muffin Derpy thought as she soared across the sky towards Dinky's home in the cloud city.

The Pegasus mare smashed through the cloud wall with ease and frantically looked around the house, calling out Dinky's name and earning no response.

Extremely worried now Derpy stepped outside and watched as dozens of Pegasi scatted away from the city, only to be instantly vaporized by purple beams that were being shot out of a Covenant ship.

Derpy then realized that there was some kind of official evacuation going on down at New Cloudsdale's Cloudiseum.

Of course! That's where my muffin must be! Derpy thought, immediately taking off for the Cloudiseum to find Dinky so they could leave the city together.

As she flew down the streets of New Cloudsdale she felt as much as heard the Covenant evaporate the city, the superheated plasma streaming through Cloudsdale and destroying dozens of homes and Pegasi.

Suddenly ahead of her several hundred feet a plasma beam came down and incinerated a group of Pegasi desperately flying to the Cloudiseum, kill them all instantly.

Not gonna happen to my muffin! Not gonna happen, not gonna happen! Derpy's mind screamed as she streaked across Cloudsdale, soon reaching the Cloudiseum and smashing through the wall of the building.

"DINKY!" Derpy screamed as she frantically flew around the building, searching for her daughter.

She soon found her and they shared a quick hug before pulling back.

"Dinky, we have to go!" Derpy shouted as they down to the main floor of the Cloudiseum where the evacuation effort was under way.

One of the over-sized chariots took off and immediately began flying for the ground far below Cloudsdale, making sure to stay out of sight of the Covenant ship.

Sudden plasma fire came from the left and the chariot's pilots were flash-fried, causing the chariot to fall to the ground of Equestria with the screams of those inside echoing up to Cloudsdale.

A moment later a group of Covenant fighters flashed by underneath the city.

The fighters banked back around and headed straight up for the Cloudiseum, firing green blobs of plasma that impacted in the building and detonated, eliciting screams from the crowds of Pegasi.

"Come on, Dinky!" Derpy said, grabbing her grown-up daughter's hoof and leading her out of the building through the front exit.

"Mom, look!" Dinky said, pointing a hoof up at the sky at the Covenant ship hovering above them and Cloudsdale, a bright light growing directly above the duo, soon reaching its apex before streaming down into the cloud city.

The beam slashed through Cloudsdale, killing thousands that were too slow to escape the beam's impending wrath as Cloudsdale began to boil away from the heat.

The two were about to start moving when a nearby explosion knocked them to the ground, leaving the both of them dazed and staring up at the sky.

It's...beautiful Derpy thought as she took it all in; the blue sky, the sun beating its radiant light down on the surface, and the Covenant ship that hovered above it all.

Derpy shook her head to clear her mind after this last thought just as one of the Covenant's tear-drop shaped fighters streaked over head, spraying thousands of plasma bolts into the streets at groups of Pegasi.

Derpy was about to stand when an explosion tossed her across the street with an intense stinging in her right wing and back right leg.

"MOM!" Dinky screamed, scrambling to her hooves and rushing over to Derpy who lied on the clouds, coughing and struggling to look down to see what was causing the stinging.

"DON'T LOOK! DON'T LOOK!" Dinky yelled as she crouched next to her mother, her horn lighting up as she tended to something.

Derpy looked back and saw that half of her right wing had been vaporized and her rear right leg was completely gone.

"D-Dinky...muf-muffin..." Derpy said, her words coming out as wheezes, leading her to believe she had a collapsed lung.

"Y-you're gonna be OK, Mom!" Dinky yelled, choking up as she spoke, the tears already coming from her eyes.

Derpy looked up at the Covenant ship as its plasma beam began to charge again, this time hovering directly above the two ponies in the middle of the street.

Derpy Hooves looked back at her daughter who was oblivious to the Covenant ship about to obliterate them.

"D-Dinky" Derpy said, earning the attention of her grown-up daughter, who was almost completely crying at this point.

"I l-love...you" Derpy stated, the last words that would ever come out of her mouth.

"I love you to-" Dinky started to say, her sentence and existence ending when the Covenant ship fired its plasma projector once again into the streets of New Cloudsdale.

*-*-*

"I'm sorry, Twilight Sparkle, but this is the way it's meant to be! We have to save the rest of the universe!" Mitchell stated.

"You're letting all those ponies down there die! How can you do this? You're a monster!" Twilight yelled.

The Captain was angered by her tone. "Oh yeah? Well YOU let a thousand of my GODDAMN MARINES die when you told the FUCKING Covenant about Operation Reclaim!" Mitchell bellowed.

Twilight looked afraid. "Y-You know that..."she said, unable to finish her sentence.

"Yes. Princess Celestia told me that when you woke up the first words out of your mouth were 'They know'" Mitchell told her.

Twilight collapsed to the ground. "I'm sorry! I-I didn't mean to tell them! It just kinda came out!" Sparkle declared.

"I know, but you owe me. We're saving the galaxy" Captain Mitchell stated.

"But...all those ponies. My friends! YOUR friend! My ENTIRE species will die! The Griffon species will die! The Canine species will die! THEY'LL ALL DIE!" the Unicorn exclaimed.

"I know! This isn't easy for me, either. But would you rather let a dozen other species die because of your-selfishness?" the Captain asked.

"It's not selfishness! It's self-preservation of my entire race!" Sparkle countered.

"I don't care what you call it! We ARE saving the galaxy, Twilight Sparkle! I would rather one species die than seven!" the Captain replied.

"Then at least let me die with them! If my friends are going to die I want to be with them when it happens" Twilight requested, tears forming at the corners of her eyes.

"Forget it. You owe me. You're helping me do this" Mitchell stated, ending the discussion.

Twilight collapsed to the floor and began to cry, sobbing uncontrollably and screaming about her dead and dying friends.

Captain Mitchell looked up at the engine core/Dreadnought A.I. but it had nothing to say. It felt no emotions. No sympathy for the ponies. It knew that multiple species on the planet would be extinguished but it didn't care, so long as it was saving dozens others.

"Twilight, listen to me. I know this is hard, and no reason I could ever give could justify what we're doing. Facts are facts: I'm abandoning Equestria to save the universe. I'm causing the extinction of several species to save but a handful of others, but it's for the greater good. This is hard for me, too. I've lost dozens of friends to this conflict. I just lost Lieutenant Crusher, who was my greatest friend. Under different circumstances we could've been more, but now we'll never be anything. Do you see what I'm getting at? We've all lost friends, but we can always do something to prevent their deaths from being in vain" Captain Mitchell explained.

"O-OK. But...answer me this: what will happen to both of us afterwards?" Twilight inquired.

"I guess we'll cross that bridge when we come to it, but I do know this: the galaxy may brand us monsters for sacrificing a few species to save the rest, but as long as we know that what we did was for the greater good it will not matter" the Captain explained, looking over at the video feed and seeing that the station was still glassing Equestria, the blue beams spreading over the rest of Equestria.

"My father once told me something very important; 'Who we become after dark is not important, but rather who we save during the light.'"

Suddenly there was a loud pounding at the door, followed by the deep barking that was the tell-tale tone of Brutes shouting.

"It's us against the last of the Covenant Empire, Twilight. It's time to begin" Captain Mitchell said as the door exploded and the Brutes poured in, immediately staring down the barrel of the Captain's MA5C.

It's show time Mitchell thought as he pulled the trigger.

*-*-*

The end of What Else Is Up There!

*-*-*

This is the 'Good' ending: sacrifice Equestria to save the galaxy. Captain Mitchell talks to Twilight about who they become after such a decision.

Author's note: I'd like to take this time to address some people: Michael Blackburn, who was my beta-reader for this long-ass adventure. The commenters, who were so kind to do some writing of their own for me and this story. And finally all the various things that provided me inspiration to keep writing. Thanks for reading and I hope you'll come back for future stories.

-Codename: One.

Last legal note: Twilight Sparkle, Spike the Dragon, and all related characters belong to Hasbro. Captain James Mitchell, Lieutenant Robert Crusher, and all related characters are copyright to me. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.

XXII: Alt ending: After dark

Foreword: this is an alternate ending to the story. I have not yet revealed which one is canon, but I do know which one I have chosen.

Another song is in this chapter and if you decide to play it end the song when you reach the epilogue.

*-*-*

Chapter Twenty two

After dark

March 30th, 2553
Equestrian star system
Old gem caves beneath the Royal City of Canterlot
Captain James Mitchell of the UNSC Dawn of the Sun
11:57AM

It was time to save Equestria.

Captain James Mitchell sprinted for the rock that the transport beam's transmitter was on, eager to get aboard the Forerunner Dreadnought before it took off.

"Captain!" Lieutenant Crusher yelled as Mitchell hoisted himself up onto the rock and jumped into the transport beam, immediately rocketing down the beam and into the Dreadnought as it ascended the morning sky and into the center hole of the Covenant space station Devout Believer, coming to a stop in the center hole.

With the Dreadnought a part of their space station the Brutes would have very little trouble destroying all of Equestria.

Not if Captain Mitchell has anything to say about it.

"Step one: find the engine room. Step two: light fuse. Step three: embrace my father" the Captain said, knowing full well what the explosion would incur.

Mitchell snuck his way through the Dreadnought, making his way to the engine room while avoiding any Brutes that might be on the Forerunner ship.

Eventually he made it to the engine room and was greeted with the sight of the core glowing a bright blue, a Forerunner holo-console in front of it and a Covenant console off to the right.

Captain Mitchell sealed the room and began to approach the Forerunner console, hoping there was some kind of self-destruct mechanism.

"Your fault" a voice whispered, the voice of Mitchell's father.

"No" James said as he approached the Forerunner console, intent on ending it all.

"Your fault."

"It's all your fault."

Captain James Mitchell reached the console and scrutinized the Forerunner symbols displayed thereon. A gut feeling guided him as he pressed several symbols and began the sequence.

"Reclaimer" a voice declared, the sound reverberating off the cavernous walls of the engine room and causing the Captain to involuntarily step back.

"The hell?" the Captain said, confused.

"It is good that you are here. The meddlers have stolen this ship. Have stolen me. They plan to use me to destroy all life in the universe. For what purpose I do not know, but I know you must stop them" the voice said.

The engine core brightened when the voice spoke.

"What about Equestria?" Mitchell asked.

"It will be glassed by the meddlers" the voice answered.

"My orders are to protect Equestria no matter what. If I destroy this ship will it take the Covenant space station with it?" Captain Mitchell inquired.

"Yes, but the meddlers will proceed to destroy the rest of the universe. You must stop them. I cannot guarantee that the rest of the reclaimers and their allies will be able to stop them" the voice explained.

"Will Equestria be safe from the Covenant? Will destroying this erase all recorded knowledge they have of the planet?"

"Yes, Equestria will be saved. The only way the meddlers could ever find it again is if they accidentally stumble across it."

"I have faith in my kind and the Elites. They'll stop the Covenant" Mitchell replied.

The Captain knew what his choice was.

Mitchell struck the last symbol and the self-destruct sequence began, beginning to overload the engine core which would cause it to explode and incinerate the Dreadnought and the Covenant space station.

Suddenly a video feed appeared on the Covenant console near the door and the Captain approached it, noting it was from a Covenant drone that was watching the Devout Believer as it glassed the planet; red plasma rained down and turned everything it touched to flaming red glass.

Twilight...Spike...Lieutenant Crusher...I'm sorry, but this is the way it was meant to be. This is the only way to stop the Covenant here in Equestria. This is the only way to save you all. This is the only way the Captain thought.

Rala... Dad... I'm coming to see you guys.

Captain Mitchell looked down at Equestria through the video feed, noting that the planet looked absolutely beautiful from space; the blue oceans, the green flat lands, the sprawling deserts, the cities that stand out from everything else, and the clouds floating above it all.

It truly was beautiful.

An intense humming caught Mitchell's attention and he looked back over at the engine core, watching it go critical and detonate, sending him on his way to greet his father.

"It was never my fault" were Captain James Mitchell's last words.

From far away the unmanned drone watched as the Forerunner Dreadnought detonated soundlessly in the vacuum of space, creating a massive orange fireball that enveloped it and almost all the Covenant space station immediately, vaporizing 3/4 of the station and killing millions of Brutes instantly.

The fireball expanded, blossoming across space and washing over the moon of Equestria, scorching thousands of moon rocks and incinerating a layer of its surface as it spread over the moon, expanding exponentially.

The fireball continued to grow and soon it reached the part of Equestria closest to it; the massive fireball obliterated several cities and killed the last of the Dragons in their home territory, leaving Spike the last surviving member of the species. Spreading over the top of Equestria the fireball incinerated dozens of other cities and set many a forest ablaze, turning them into raging infernos of hellfire.

Then, when it seemed that all of Equestria would be taken by the flames, the planet-sized fireball collapsed to nothing and turned into a supernova explosion that obliterated the rest of the Devout Believer, reducing it to naught but alloy shards that glittered in the light from the system's parent star.

As the soundless explosions ceased and were replaced by the usual stillness of space that held no evidence of any kind of Covenant presence in the star system a piece of debris floated near the drone and it turned to look at it, trying to focus its camera lens on the debris to identify it.

When it succeeded the drone analyzed it, noting that it was a strip of fabric from a UNSC uniform. Upon closer inspection the drone saw a name tag pinned on the strip.

Mitchell, James. Captain. Service number 01994-12307.

*-*-*

Epilogue

April 7th, 2553
Equestrian star system
Grounds of New Ponyville.
Lieutenant Robert S. Crusher of the UNSC Dawn of the Sun
12:00AM

"Robert! Lunchtime!" Twilight Sparkle called out from a housing trailer that had been set up by the construction ponies as they busied themselves with building New Ponyville.

"Coming, Twi!" the Lieutenant declared, hopping off the hammock he had erected between two trees near the designated build site for the town.

The Lieutenant stepped into the trailer and was immediately assaulted with the delicious smell of a hearty lunch, with all the expected foodstuffs set about on a table.

"I made this for you" Twilight stated with a sheepish smile, pushing forward a delectable looking meal that was actually edible for the human.

"Thanks, Twi" Robert stated, beginning to eat the food along with Twilight and her dragon assistant Spike.

After a while Lieutenant Crusher looked up and saw Twilight staring at him, prompting him to wipe his mouth with a paper towel and ask "what?"

Twilight smiled a bit more and shook her head, blushing a little. "I was just thinking" she said.

"About?"

"Well, now that the Covenant have been defeated here in Equestria I was just wondering; what's gonna happen between us?" Twilight inquired.

"Well the Captain did have Rala order his fleet to come out here. Perhaps you'll be able to establish a healthy friendship with them now that it's been proven they aren't going to hurt you" Lieutenant Crusher answered.

"No, I meant...what's going to happen between us?" the lavender Unicorn said again, sounding like she was trying to drive home a specific meaning.

"Oh. Well, I guess that since I'm the last human here I can help build your relationship with the Sangheili. At least before the UNSC comes looking for me" Crusher stated.

Twilight sighed and rubbed her head, motioning towards the door and saying "Spike, why don't you go hang out with the old Cutie Mark Crusaders? I heard Applebloom and her friends are in the area to help build New Ponyville."

"Good idea!" the dragon said, hopping down from his chair and heading outside.

"What I really meant was what's going to happen between you and me?" Twilight said to the Lieutenant.

A look of realization dawned on Robert's face.

"I don't know, Twilight. What do you want to happen between us?" Robert inquired.

"I just want to get to know you more" the Unicorn answered, taking a bite out of a Daisy sandwich she had set aside.

"I suppose that can be arranged" Lieutenant Crusher replied with a smile, standing from the table and washing his hands.

"Where are you going?" Twilight asked, looking over her shoulder at him.

"Out for a walk. I'll be back later" the human stated, heading out for a nearby forest.

While walking through it the Lieutenant thought about many things; Rala 'Toram, Captain Mitchell, all the ponies that were killed, and anything else related to the conflict that had ended just seven days ago.

I can't believe he's gone. My Captain, my oldest friend, my leader, is gone.

As he walked on the path he passed by a bush that was quite charred, perplexing him as the forest he was in hadn't been touched by the Covenant during their crusade against Equestria.

Looking into the bush the Lieutenant saw some kind of black object lying on the ground. Reaching down and picking it up he realized it was an M6C magnum sidearm.

It was ruined; the barrel was bent, the slide was cracked, the entire thing was scorched like it had fallen in from outer space, and the thing was gummed up like there was no tomorrow.

The Lieutenant was about to discard it when he noticed some non-standard writing on the slide, prompting him to take a look.

For my son, James Mitchell. May you exemplify the utmost in courage and self-sacrifice for the innocents of the galaxy.

Robert smiled sadly as he realized the magnum really had fallen in from space, launched down to the planet when the Covenant space station exploded. He pocketed the ruined handgun and continued back to the site of New Ponyville, looking to bury the weapon as a sort of grave for Captain Mitchell, hoping it will bring a sense of peace for those who are mourning the loss of the human they owe so much to.

On the way back to the construction site Lieutenant Robert Crusher smiled and thought fear not, Commander Preston, for your son has indeed exemplified the utmost in courage and self-sacrifice.

The Lieutenant smiled and looked up at the sky, enjoying the pleasantly warm air that was currently bestowed upon Equestria.

It was going to be a beautiful day.

*-*-*

Author's note: this is the 'bad' ending: Captain Mitchell sacrifices his life to save Equestria but causes the destruction of the rest of the galaxy.

In unrelated news I AM THE BATTLEFIELD 3 GOD! I was playing Rush on the map Derpshahr(Noshahr) Canals with a bunch of random teammates and the enemy team = rape with their fucking Little Bird and Venom helicopters. So objective by objective we fell. We got pushed back to the third duo of M-Coms(on the hill) and the damn choppers were still giving us hell. I was in the garage that the second M-Com is in and half of the building was gone. I pulled out my RPG and started firing on the Little Bird, missing like every shot. Annoyed, I loaded up another rocket and aim a little ahead of the Little Bird, pulling the trigger.

HIT! Got a fucking quad kill! I was like "OOOOOOOOHHHHHH SHIIIEEEETT! I'M A SUPERHERO!"

Then, not five minutes later we got pushed back to the fourth duo of M-Coms in the warehouse and the fucking gay Vemon is like "hay guyz, what r going on in this lev-"

I lead my shot and it takes an RPG rocket to the knee(engine), and I get a double kill.

Me = BF3 God.