Twilight resisted the urge to squeal in disgust as she pulled her hoof out of the oily-looking substance, even though she was standing in it. If she was being honest to herself, she wouldn't mind it if it wasn't for the oily substance almost reaching her belly even though she was standing upright on all four hooves. She was in the middle of a dark and murky swamp, where the trees were massive and had glowing green bulbs all across them, creating an almost spooky atmosphere.

'Why couldn't it be in the snow, like where we were before?' she complained to herself in her mind as she heard a splash of something hitting the liquid and felt some of it splatter onto her side. She turned around and saw the Chief standing in the substance beside her now—though the muck only went up to his calf—sending ripples across a small area. As the Chief looked back at the hovering Pelican from which they had arrived from, Twilight couldn't help but pout to him.

"Be sure to bring us some towels", the Chief said to Foehammer before looking at Twilight and adding "Scratch that. Just bring Twilight all of the towels that you can find."

Twilight started to feel both annoyed and embarrassed at the Chief's joke, when she heard the pilot laugh over the comm. The two of them watched as the Pelican lifted even further from the ground, and swooped off into the foggy air, avoiding the dense tree tops.

"How come you get to be mostly dry?" Twilight complained to the Chief, pointing to him. "I stand here, my legs almost completely submerged and you just stand there with your tall body with barely anything getting wet, especially with your metal suit!"

The Chief's only visible sign of his amusement at her comment was his head shaking and the chuckle coming from his voice. "Maybe you should have packed some armour", he jested.

"Well, we don't have full body armour like you have back in Equestria", Twilight remarked to him.

"Yeah, you told me about that on the flight here, along with everything else." Twilight couldn't help but blush with a tingle of guilt at his words.

Due to the distance between the Control Centre and wherever here is, Twilight decided to pass the time with the Chief by telling him all about Equestria. She freely admitted that she went overboard with what she had said, going into full lecture mode on him. He did listen, and offered comments about the differences in human history, especially the military and war.

It was actually interesting with the Chief knowing a lot about human warfare, but not really anything else except for basic knowledge that Foehammer had also talked about over the comm with them. His knowledge must be specialised from his super-soldier training.

The Chief became quiet after his quip. Twilight looked back at him to see if anything was wrong. When she saw nothing wrong, she decided to ask him. "Why are you quiet?"

"I'm making friends with the environment", he replied, much to Twilight's confusion. Her thoughts must have been obvious, because the Chief began to explain what he meant. "By listening to the constant patter of this rain, feeling the humid air and seeing all of the details and shapes that are natural to this environment, I will know what belongs and what doesn't. And that could make all the difference between surviving and dying."

"Oh, I get it", Twilight said, realization emerging in her mind "You're attuning yourself to the environment."

"Definitely", the Chief said, then paused and muttered under his breath "Chief Mendez told me that." With that, he looked up and walked to a slight rise. Twilight waited a few seconds, looking concerned at what her friend had said and the sad, melancholy tone he used, before joining him.

The sight at the top of the rise was disconcerting; a wrecked Pelican lay only a few dozen metres from where Foehammer had dropped them off, yet the fog and the surrounded foliage was so thick that getting real close to the crash site was the only way that somepony could see it. The left wing had snapped off and the outline of a pair of bodies was barely visible.

Twilight and the Chief looked at one other, saw the grim, but determined look in both their eyes, and walked forward to investigate. As they came closer, the bodies became quite visible, their uniforms being that of a pilot. No other bodies were around, as Twilight discovered, while the Chief searched inside the Pelican for any intel, but instead found a shotgun lying around.

"Found anything?" Twilight heard the Chief asked as he stepped out the hatch.

"Nothing", she replied "no more bodies other than the two we've already found."

"The weapon stock was also mainly empty, except for this shotgun", he gripped the pump of the shotgun. "The onboard Computer was also fried from the crash."

Twilight was surprised at how little the Chief was able to find. "What do you think happened?"

"Most likely the Pelican crashed after deploying its passengers", the Chief deduced, looking around where he stood. Twilight trotted up to him.

"Do you think the Covenant did it?" she asked.

Just as she said that, an explosion sounded off in the distance. Following that, Twilight could hear the voices of Grunts and Jackals approaching quickly.

"We're about to find out", the Chief stated, raising his Assault Rifle, as he put the shotgun on his back.

The Covenant finally came into view, though it was only a small group: a half-dozen Grunts and Jackals. The weirdest thing was that they looked like they were fleeing from something behind them. However as soon as they spotted the human and pony, they raised their weapons and began to fire.

Twilight and the Chief returned fire with their rifles, with fresh ammo, courtesy of Foehammer. The Covenant were easily killed and the pair decided to follow the path where the Covenant had come from. They didn't notice the shadow that came out of the water after they had left, scuttling off with one of the fresh bodies.

Twilight looked down on the now dry ground as they had come out of the swamp water just before the wreckage. She saw a trail of bootprints from some humans, most likely Keyes and his entourage of Marines. Across the path were multiple lights, small ones that seemed portable.

After a minute of travelling down the path, following the footsteps, she saw another crash site up ahead. As the two of them approached on foot, Twilight was surprised to see that it was a Covenant Dropship, with both of the bows down in the swamp muck, the bay doors appearing ripped open by the crash. Mysteriously, there were no bodies lying around.

"Can you tell anything about what might have occurred here?" Twilight asked the Chief as he approached the dropship. He didn't respond as he walked around to the other side and stopped once he looked into the bay.

"Over here", he said, motioning for Twilight to join him. She teleported next to him, looked up and became shocked at what she saw: a single stain of blood in the shape of an Elite's hand, smeared across the inner wall of the bay. There were also some plasma damage, and bullet holes.

"What happened?" Twilight asked, her voice subdued.

"I don't know", the Chief replied, "but we should move on. If I've gotten anything from what we've seen, the Captain is most likely in trouble."

With that in mind, they left the unsettling scene, and continued on the path. As the dropship soon past out of view, Twilight spotted increasing amounts of cargo containers scattered around. It reminded her of the way archaeologist sites were set up, meaning that the Covenant were either bringing stuff in, or taking them away.

After a minute of passing container after container, Twilight became even more unsettled as there should have been Covenant around here, judging from those containers, a lot of them. Even worse was that she felt like there was something watching her from behind but whenever she looked around, she couldn't see anything, only fog and swamp.

"Motion Tracker hasn't picked up anything yet", The Chief remarked, "but I feel like something is watching us."

"That makes two of us", Twilight said, drily.

With their eyes and ears now on the lookout for anything that may give up the nature of the thing watching them, the pair continued up the path until they reached a fallen tree trunk.

"Damn", the Chief said as they stopped in front of it, "I had friendly tags for a brief second on the motion sensor."

Twilight saw a blur in her peripheral vision, turned around, and saw something move past the end of the trunk. It was sized like a human, or an Elite, she couldn't tell which though from the split second she saw it. From the way the Chief raised his rifle instinctively, he saw something too.

"Did you see what that was?" he asked but Twilight shook her head.

"I saw something but it was too quick for me to make out what it was."

Their conversation was interrupted by the sounds of multiple Assault rifles firing in the distance. They rushed forward, onto the trunk, making their way to the other side and the hill that awaited them. Once they reached the top, they were just in time to witness an explosion at the entrance to a large installation, with Grunts and Jackals running away in fear from the explosion, towards the swamp. There was no sign of any human who may have been wielding the rifles they heard.

Ignoring the fleeing Covenant, the duo walked up to the entrance of the squat and arachnid installation. Remarkably, the metal entrance was undamaged by the explosion but there was nothing left to show what, or who, caused the explosion. Indeed, the entrance, despite the earlier commotion, seemed...lifeless.

It was as if the interior of the installation was an entirely different and separate world from the swamp outside, the only connection being the Covenant crates at the edge of the room. The wide octagonal hole in the middle of the room had a huge pillar at each corner. As the two approached the hole, looking for any way to go further into the installation, they were surprised to see a ramp rise up from the hole and stop at the tip, like it was waiting for them to come.

Twilight was starting to feel really uneasy about the entire mission, and from the way the Chief's hand was slightly gripping his rifle too tight, Twilight could tell he was too.

They stepped onto the lift, eyes looking side to side for any sign of a trap or Captain Keyes. The Chief pressed his hand against the holographic console near one of the pillars that they had just noticed. The lift began to descend at a reasonable speed, going further down into the Installation.

They reached a lower level, where a small group of Grunts and Jackals were standing in front of a hatch, their backs towards the lift. As a reward for their stupidity, the Chief threw a grenade at their feet, and watched them all get blown up.

"Well, that was quick", Twilight remarked as she stepped off the lift. "Too quick", the Chief commented in a low voice. "With this many Covenant in one area, there's one thing missing."

"What?" Twilight asked, though the answer came to her as soon as the words came out of her mouth. "Where are the Elites?"

"And that", the Chief started to say as he approached the hatch, "is the question of this mission."

The hatch automatically opened when he was in front of it, revealing a surprised Jackal. The Chief broke its neck, while Twilight levitated the body into the room to avoid making noise.

With their presence still a surprise to any more Covenant, the two moved through the Hatch and found themselves in a large, wide room, with them being on a platform, with the floor below having a group of seven Covenant Grunts standing around almost aimlessly.

Twilight pulled out a grenade from her pouch, primed it and threw it at the Covenant. All seven exploded with a large bang. The pair waited a moment, but no enemy reinforcements came through any of the hatches spread around the room. Something was not right.

The Chief walked up to the edge of the platform, where a console stood, activated it, and stood back when a transparent, blue thin light bridge flickered on, connected the platform to another platform on the other side of the room.

The Chief looked back at Twilight, his golden visor revealing nothing about what he was thinking. "Which way do you think we should go?" he asked her, much to her surprise. "Through that hatch on the other platform, or down to the ground floor of the room?"

'Both ways are equally viable', Twilight thought to herself, placing her hoof under her chin as she pondered what to do. 'We could split up but I have a feeling that we shouldn't.'

She looked forward, then down, trying to make up her mind. Before she could decide, one of the hatches on the floor level opened up and a Grunt came running out, screaming.

It was not a scream of anger, or vengeance, like Twilight would have expected but one of terror and horror. The Grunt was terrified of something as evidented by it turning around and facing the now closed hatch, plasma pistol pointed out in a trembling grip. After waiting a moment, the Grunt finally looked around the room, until it saw the remains of the group Twilight had killed just before.

Twilight and the Chief pulled out their rifles, waiting for the Grunt to spot them and attack but it never did. Instead, it shrieked in horror, pointed its own pistol to its head and fired. It was Twilight's turn to involuntary scream as the Grunt's dead body fell to the floor, while the Chief lowered his rifle slowly as if in shock.

'What the hell is going on here?', the Chief thought to himself as his mind still processed the Grunt suicide.

He looked around to see if there was any traps laying in wait, before jumping down to the ground floor, approaching cautiously to the hatch where the Grunt came from. Unfortunately, the lights on it were red and it would not open as the Chief approached. Somehow, it became locked.

"Damn", the Chief said as he looked around for another way from the ground floor, and found another hatch.

"It might be worth checking out that hatch first in case...", he stopped as he noticed Twilight had her hoof to her mouth, eyes still wide, looking at the Grunt. "Twilight?"

Hearing her name seemed to shake her out of her horror. She teleported down next to him, obviously trying not to look at the corpse next to her.

"Do they normally do that?" The Chief could barely hear her voice. He shook his head.

"Not like that", he answered truthfully. "Usually, they come running at me, holding grenades in their hands, trying to blow me up, along with themselves. They fail."

He looked over at the body. "Even then, that is because they're fanatical, the most zealous of the bunch and wish to be sent on their 'great journey' as soon as they could. But this...this was something else. Something terrorised that son of a bitch so much that he killed himself."

He turned back to Twilight. "This means we need to find the Captain and get out of here, ASAP."

He saw her nod, before continuing on to the hatch. Thankfully, it had green lights on it, which meant that it was unlocked. It opened up, revealing an empty corridor that went around a square area, with locked doors on the sides, until they reached the end of the corridor, where an open hatch awaited them.

Past it, was a large, open room, with a large, glass container in the middle, which was shattered on one side. There was a platform walkway above a full head of the Chief. In the distance, standing in front of another hatch, were three Jackals, unaware of the new occupants of the room.

The Chief was about to approach them, when he heard something drip onto his armour. He looked at his shoulder, and found a green-yellow, slimy fluid start to slide down to the ground from his shoulder plate. Another drop splashed onto him, causing the Chief to take a step to the left to avoid getting dripped on again. Normally he wouldn't mind it but he didn't know what the substance was and his gut told him that it was not something to ignore. He also noticed that the substance seemed to be dripping from the ceiling and the broken glass, which had a slight green tinge to it.

Deciding to shove his growing sense of unease to the side, he threw a grenade at the Jackals' feet, and watched them get blown into chunks of meat. Another door opened to the side and a couple more Jackals ran into the room. The Chief pulled out his pistol and fired to shots, each impacting the Jackals in the head.

After waiting a moment to see if any more Covenant would decide to show up, the Chief attached his pistol to his thigh armour and walked over to Twilight, who was studying the fluid, with both great interest and unease evident on her face.

"I don't believe it..." he heard her say. Inside his armour, the Chief raised an eyebrow at her now shocked expression.

"What is it? Have you seen that substance before?" he asked, kneeling next to her, while keeping one eye on his motion tracker.

"No..." she started to say in a hybrid tone of her usual lecture tone and her hysterical tone, "but there's an element to it that was familiar, so I tried to use magic to identify it..."

"You can do that?" The Chief interrupted, for once stumped on how that was possible. He did now believe in magic, if only due to Twilight's abilities with it, and he has seen a lot of things that he would have originally thought impossible, but his mind seemed to hit the limit with her being able to use magic to identify things. What he has seen from Twilight beforehand seemed to show Magic as more of a physical manipulation of...whatever she does.

"Yes, though only a very, very small selection of compounds and elements are able to be identified by magic", Twilight explained. "Or, it can identify traces of magic."

The Chief began to understand what she was saying. "It finds magic in other objects, like this fluid."

"Yes!", she said, with her tone being that of a proud teacher for a split second as she looked at the Chief with approval, before her face fell and she looked back at the growing puddle of fluid on the ground. "Except, it didn't just find traces of magic in this. It found pure Mana!"

"Pure Mana?"

"Pure Mana", Twilight reaffirmed, but then opened her mouth after a short second, in which the Chief believed that she realised that he didn't know what Mana was.

"Mana is the source of our magic", Twilight began to explain. "Imagine it as background radiation, that is generated both from my Planet, and from within my body."

"Within your body?" The Chief asked.

"Yes. An organ in our bodies that we have not been able to identify, seems to produce small quantities of mana that allows us to harvest it and transform it into magic to use, usually with different methods for the three tribes of pony. Pegasus uses their wings to convert mana into magic to help them fly better. Earth Ponies uses their hooves to convert mana to increase their strength and dexterity. Unicorns..."

"Use their horns to convert mana into the magic I've seen you use", the Chief finished for her, understanding at least partially what she was explaining.

"Yes!", her excited voice rang out across the empty room. "But the mana that we create and/or harvest from our Planet is not entirely pure. It has some sort of...almost contamination in a certain area, which connects to every single species that uses magic, like it changes for them. It is easy to spot, because it is always in the same area of the genetic structure."

Twilight pointed at the fluid. "This, however, does not have that contamination anywhere. It is the full thing. Something no pony has seen before, ever. We only theorised about it, but found no proof of it."

The Chief processed this information for a brief moment. "So this is the most concentrated form of mana that you have ever seen before then? Does that change something with magic, or not?"

Twilight paused for a moment, scratching her chin with her hoof. "I don't know", she admitted. "We've only hypothesised about its existence, not what it does. This is an entirely new thing for me. Oh, how I would love to study this back in my Lab on Equis!"

The Chief couldn't help but give a low chuckle at her enthusiastic and excited attitude, and was internally happy that she was for once not becoming depressed whenever she started to think about her home in any way. He made a mental note to get her to do any inquisitive activities whenever she became sad, after they had gotten off of this ringworld, of course.

He came back to his senses when he heard Twilight ask about him having anything for her to take a sample of the fluid. He simply shook his head.

"Sorry Twilight. I'm only equipped with any of those tools if I'm on a recon mission—and that is only when ONI gives me those tools."

Twilight sighed in disappointment, then reared her head up in intrigue. "Who's Oni?" she asked.

The Chief paused, struggling to decide whether or not to tell her about ONI. In the end, he decided to let out a few words about them. "Not who. What. The Office of Naval Intelligence is the main branch of the UNSC that focuses on intelligence gathering, counter-insurgency and subterfuge. They're highly secretive and answer only to HIGHCOM, the top brass of the UNSC. They also run a variety of secret programs."

Twilight was silent for a split second. "Like the Spartan Program?"

The Chief stiffened at this, which Twilight spotted, causing her to rush to explain herself.

"Some of the Marines and ODST back at Alpha Base told me about it. They said that there was no definite understanding of the Spartans except you are the only known successful program of augmenting humans to fight. Other than that, I was told that there are some nasty rumours. Nothing else, I pinkie promise."

The Chief relaxed somewhat, releasing a breath that he never realised he held. To change the topic, he recalled the last two words she said and asked "What do you mean by 'Pinkie Promise'?"

Twilight's face broke into a wide smile, before she stood up, and began to chant. "Cross my heart, hope to fly, stick a cupcake in my eye!" As she sang this, she made a series of movements that the Chief could tell where used in line with the chant. After finishing, she couldn't help but chuckle at his obvious confusion.

"Its a thing my friends and I have with each other." she explained.

The Chief was about to make further comments about it, when something in the very distance moved, only seen by his peripheral vision. He spun around, shotgun raised but there was nothing there.

"Chief?" Twilight asked in a shaken tone. 'She must have seen something too' he realised 'which means that whatever that was, its real'

He lowered the shotgun slightly but in a way that he could raise it in a split second. "I think we should move." he said to her. Though he wasn't even facing her, he could tell that she nodded and trotted up to him, her own rifle held in her magical grip.

Together, they went through the door that the Jackals were guarding before they were killed and found another two way corridor, this time one of the doors on the side was open. Wrenched open, to be exact, revealing a small room with a light in the middle. Nothing else.

The Chief took a look from the hatch but couldn't go into the small room, due to the broken hatch and thus ignored the room, though his unease from before had returned and was growing with each passing second. As he passed a corner, he saw that the wall had been stained—no, painted—with Covenant blood. The Chief felt his face begin to pale even more than usual. He looked at Twilight, who covered her mouth at the sight.

They entered another large room, though this time there were no live enemies anywhere to be seen. There were plenty of bodies however, to say the least. He barely registered Twilight's scream of horror as he looked on at the sight before him.

The corpses of Grunts and Jackals seemed to litter the floor. From a distance, the Chief could tell that some of them had been killed by Plasma fire, while others had been killed by bullets, which the Chief couldn't help but take a small sip of comfort from that fact. On the side was a single Elite body, the first he had seen in the entire area, a large chunk of its chest gone, revealing the organs and guts inside.

Far more horrifying for the Chief though, were the two Marines in the corner, their bodies burnt from Plasma. He walked up to them and noticed that their dog tags had been taken, which meant that they had died fighting the Covenant, and that there were potentially more marines still out there, including Captain Keyes.

He turned around, knowing that Twilight would still be in shock and was rewarded with the sight of her puking in the corner that had no bodies. Honestly, he couldn't blame her. Even now, the stench from the corpses was coming through his Helmet filters, still powerful enough to cause him to gag occasionally. Twilight was getting the full brunt of it.

He was about to walk up to her, when he noticed something different on the Elite's body. He knelt before it, ignoring the sense of disgust and spotted a familiar fluid dripping from its armour. The Chief's eyes widened slightly at this and took a step back.

He looked around at all the bodies and found that only a few had some of the fluid on them. Now, he knew that something was very, very wrong about this entire place.

"Twilight!" he called her over and sure enough, she came trotting over, her face very pale. Her eyes widened just like his did when she saw the fluid.

"Wh...wha" she stammered out, unable to think clearly.

The Chief took a single look at her, noticed how sick she seemed to be and decided on a course of action. "Let's go", he said, motioning for them to move to the next hatch. "We can't stay here."

She nodded in agreement and once again they were traversing through the installation, passing room onto room, with some of them having corpses in them, until they came across another large room, where the Chief heard a magnum discharge, and a bullet hit his shield.

He swung his weapon around, but stopped when he saw a single, live Marine sitting with his back to a series of Covenant Containers, pistol held in a trembling hand, his face contorted in fear. He fired another shot at the Chief.

"Stay back!", the Marine shouted, "Stay Back! You aren't turning me into one of those things!"

As Twilight ducked behind cover, the Chief lowered his weapon, and raised a hand, palm outwards as a sign of peace. "Put the weapon down, Marine", he said calmly, "we're on the same side."

Unfortunately, the Marine appeared too crazed to listen and he pressed his back further into the container. "Get away from me! Don't touch me, you freak! I'll die first!"

Once again, the Marine fired another shot and the Chief felt the 12.7mm round impact on his shields. 'This is taking too long', he thought to himself before grabbing the Marine's pistol out of his hand, and knocked the Marine back to the ground as he tried to stand up, with his armoured foot, gently, but firmly.

With the Marine now harmless to him, the Chief asked softly "Now, where is Captain Keyes and the rest of your unit?"

"Find your own hiding place", the Marine screamed in reply, his facial expression becoming fierce, like that of a rapid dog who is cornered. "The monsters are everywhere! God", the Marines face transformed into one of horror and overwhelming fear. "I can still hear them! Just leave me alone!"

"What monsters? The Covenant?" Twilight asked, appearing next to the Chief. Unsurprisingly, the Marine appeared even more agitated at her arrival.

"No! Not the Covenant. Them!"

Seeing that the Marine was beyond reason for him to be able to tell him anything, the Chief lifted his foot off of the Marine, allowing him to get back onto his feet, back against the wall.

"The surface is back that way", the Chief told the Marine, pointing towards the door behind him. "I suggest that you reload this weapon, quit wasting ammo, and head topside." he offered the pistol to the Marine, who looked at it with trepidation. "Once you get there, hunker down and wait for help. There'll be a dust off later."

The Marine accepted the weapon but curled into a fetal ball on the ground, continuing to both whimper and blather on. The Chief could only look on with pity at the state of the Marine's mind. He doubted that even an extensive psychological therapy program could pull this man back to sanity. He considered committing a mercy kill, but decided against it.

He looked over at Twilight, whose face was that of pity. "Will he be all right?" she whispered to him. The Chief could only shake his head. "I don't know", he admitted, "But if his mental state is anything to go by, we need to find the Captain, and the other Marines, ASAP."

He was about to move on, when the Marine said a few names in his wimperings, two of which were horrifyingly familiar: "Johnson, Keyes"

The Chief felt his gut clench up at those names. He didn't check whose squad the Captain had taken with him but now that it was confirmed to be Johnson's squad; his friend's squad, then it was now even more personal than it was before to find the missing squad before a horrible fate befoul them.

Twilight's face indicated that she had the same thoughts as he did.

They moved on, to the next few rooms, until they arrived at the top of a ramp, where a dead marine lay in a pool of blood, his stomach ripped out, exposing the matter inside. Now his instincts were screaming out to him that something was wrong, urging him to run away. He shoved them out of the way, sensing the eyrie silence in the air. They were close to something was what his gut was also saying but he didn't know what.

With Twilight behind him, trying to avoid stepping on the corpse, he descended down the ramp, where there was a single hatch, with an UNSC Spoofer on the side. The Chief's hand hovering over the spoofer's button, hesitating for a second before pressing the button on it. No sooner after he had pressed the button that he felt his pulse quicken after the body of a Marine fell right towards him when the hatch opened.

He caught the body before it impacted the ground, barely hearing Twilight's muffled screaming. He raised his MA5B with his right hand as he did a quick check the room beyond in as little time as possible. Seeing that it looked empty, he spun on his heel, watching for anything that may be behind them but saw Twilight was already on it, even though she was trembling from fright.

"Something's watching us", she said as she backed away from the ramp towards him, with him doing the same, heading into the room. "I feel it, though I can't see anything."

"Same here", the Chief replied. After the both of them had backed through the open hatch, the Chief finally lowered the body onto the ground, recognizing the face as one of the Marines in Johnson's squad. As he knelt to do this, his boot hit some empty bullet shell casings. As his hands left the Marine's body, he stood up and looked down to examine the shells, only to notice that the entire floor was nearly carpeted by thousands of shells. Even worse, human blood seemed to paint the floor in certain sections.

In the middle of it all was a single, Marine helmet. The Chief looked at Twilight, who looked back at him, the worry and fear evident on her face. He saw her eyes survey the room.

"I don't like this, at all", she said to him, with him agreeing with every word.

"I know, I don't either", he said as he walked towards the helmet, before kneeling and picking it up. He looked at the back of it and saw the word 'Jenkins' stencilled across the side. He shook his head in resignation. Jenkins was most likely dead now, though from what was still to be determined. He noticed that the Vid cam was still attached to the other side and the memory chip along with it.

"What are you doing with that?" Twilight asked him as he removed the chip from the camera.

"A typical UNSC combat team carries on their helmet a video camera", the Chief started to explain as he examined the outside of the chip for any signs of damage "so that after a mission, they could use it as evidence in a briefing, feed data to the officers in ONI or in this case..." he lifted the chip to the back of his helmet, "provide investigators with information regarding their deaths."

He inserted the Chip in and started to watch the footage.

Twilight looked around the room as the Chief reviewed the footage. In fact, she was watching it with one eye as well, using her eyepiece to see what the Chief was watching through a private visual channel Cortana had set up for them. Normally, she would be ecstatic over seeing moving images that played out using technology but at this time, she couldn't.

She stopped what she was doing when she saw the ominous images of the squad standing over a dead Elite, that had its insides scrambled, with her fear and horror growing by each second she watched the video, until she saw them appear in front of the hatch they had just entered. She wanted to throw the eyepiece off to stop watching the video and run away from this place but she couldn't, as she watched one of the Marines say something about a "...bad feeling."

The quality of the video was horrible in both visual and sound but it was good enough for her to hear the radio transmission come in through the helmet of the marine she was hearing from, the odd, rustling noises from the ceiling, a hatch giving way and see the mass of hundreds of what looked like fleshy balls with tentacles on the front swarm across to the squad with Captain Keyes and Johnson.

It was at that point that the screaming and yelling started, causing her to instinctively cover her ears from the noise, while hearing Keyes say that they were "surrounded", Johnson shouting orders for the Marines to "Let them have it", automatic fire drowning out most of the other noises, seeing the Marine whose body they had just found run away, Keyes yelling "get back here, marine!" before being overwhelmed, until the picture jerked as if something hit the Marine from behind, and the video cut out.

She heard a small but sharp noise and turned around to see the Chief toss the Chip to the side, his fist clenching in either anger, fear or horror or even a combination of the three. She herself was feeling mostly fear and horror from that clip, with her pulse starting to race from adrenaline, her fur straightening out from Goosebumps.

"We need to get out of here, now!" the Chief said, his voice starting to raise a little bit. "Couldn't agree with you more!", Twilight replied, already running towards the hatch. Except it didn't open when they neared it. In fact, it now had red lights, meaning it was locked. She lit up her horn and tried to blast down the hatch, to no effect. The Chief tried to grip the gap between the parts of the Hatch and rip it open, to no avail as well.

It was then that they heard the banging on another hatch to the side. Twilight turned around and saw the hatch break open. Out from the darkness spewed out one, then five, twenty, fifty of the fleshy balls she saw from the video that attacked Keyes and Johnson, racing towards them with tremendous speed on what looked like tentacles for legs.

Instinctively, both Twilight and the Chief opened fire at the creatures with their Assault Rifles, the bullets easily puncturing the flesh of the creatures, causing them to pop, creating ripple effects in the swarm as more and more creatures popped from the explosions of their fellows, but even more came dribbling out of the hatch, rolling across the floor, wall and ceiling towards the pair, before throwing themselves forward.

Twilight erected a shield around the two of them but, much to her horror, whenever one of the creatures touched her shield, instead of popping straight away, the creature glowed with green light, revealing only to Twilight that the Creatures were draining the magic from her shield, before popping and releasing not only the magic that it had stolen, but also pure mana, that seemed to cause even more damage to her shield, causing it to crack at an alarming rate due to the constant bombardment by the creatures.

The Chief, seeing the amount of damage the creatures were causing to the shield, ran out and fired at the creatures before they could reach the shield, giving Twilight a brief pause as the creatures turned their attention to the Chief, vaulting themselves at him, and popping when they collided with his energy shield, with much less power than they had with Twilight's magical shield surprisingly.

Finally, it appeared that they had finally cleared out the room, when two more hatches broke open, and out spawned even more creatures, all of them eager to throw themselves at either the human or the pony.

Twilight found that being aggressive with her Assault Rifle was a better strategy than waiting for them to attack with the shield, so she opened fire, much of her usual qualms against killing remarkably silent, for some reason. However, she was going through her mag quickly and was forced to reload just as a trio of creatures took their chance and leapt at her.

She dodged them but they agilely danced around and tried again. This time, Twilight noticed that their colour was just like that of the fluid. Experimenting, she fired only at a single creature and found that when they popped, they sent out small amounts of the fluid flying. However, she made herself even more vulnerable as a creature blindsided her and landed on her back.

It was then that her cutie mark lit up and Twilight found herself surrounded by a very transparent shield, not unlike that of the Chief's energy shield. She felt more energised than ever before, and suddenly more powerful. The room flashed with light as Twilight levitated into the air and blinded everything, including herself, the Chief and the creatures, who all stood still at her action. The creature on her back began to deflate as a gas like thing flew from it towards Twilight's horn, until it was nothing and Twilight closed her eyes as she felt something awaken within her.

She felt herself land on the floor with a high velocity but she seemed to absorb the impact. She opened her eyes and saw that her 'shield' remained intact and was repelling the once more aggressive creatures. She also felt more magic flowing through her like never before.

'What just happened?' she thought to herself as she looked all across her body and found that the bandages across her wing had been vaporised, revealing her newly healed and complete wing.

She cried in delight as she moved her wing around and found that it was as good as new. She was about to call out to the Chief, when she saw that he was being assaulted by a dozen creatures. Snarling, she flew over to him, knocking the creatures away, popping them with the sheer force of her collision with them.

"You can fly now?!" the Chief shouted over the sound of his rifle firing. "And what did you just do?!"

"I don't know", she replied, firing her rifle while sending magical blasts at the creatures simultaneously. She stopped as realization dawned on her. "One of the creatures landed on my back and something within me—most likely an Alicorn defence method—awakened and drained the pure mana from that creature, causing my magical levels to increase to a whole new level and my body to heal!"

"So, is that why you have that shield now", the Chief noted as a creature launched itself at Twilight and popped on her shield. She felt a little, tiny bit of her new magic get drained after that.

"Yes, but I think I can only get hit so much before I'm completely drained of magic and die from either those creatures or from magic loss—since they are still draining my magic", Twilight reasoned. "I may have more magic now but I'm still limited like before and I don't know how to reproduce what I did with that creature."

"Do they have pure mana in them?" the Chief asked as he too began to notice the fluid coming from the creatures when they popped. "Yes", Twilight replied, "And that is why I'm still vulnerable from their attacks. And we still don't know why they are attacking us."

"I don't want to find out!" The Chief said as his shields lit up in golden energy as creature after creature collided with it. "Damn, these buggers are dwindling my shields pretty fast."

Twilight was about to make a further comment when the hatch through which they arrived burst open and out came more creatures, with three newcomers. Twilight had no time to even look at them before one of them leapt right at her, a roar emitting from it. She used her wings to fly into the air, dodging the oncoming attack, before using a magical blast to hit the new creature. It took the blast right in what looked like the chest, knocking it down to the ground.

Twilight flew down to get a closer look at the newcomer and gasped in horror as she recognised the mutated form of what was once a Covenant Elite. The skin of the Elite looked deformed, and decayed. The bones and left arm of the Elite appeared to have been forcibly lengthened and transformed into a tentacle like appendage, with the remnants of what the arm was still visible in certain parts. The Chest seemed to have been taken over by a huge tumour, with tentacles similar to that of the ball like creatures, coming out of the huge mass in the middle. What was perhaps the most terrifying detail was that the head appeared to have been pushed out of its normal spot and hung limply like a broken, unneeded limb, from the side.

It all painted a picture like that from a horror story that she would sometimes read when she was bored back in Equestria, except a lot more horrifying and gory, from the way that the Elite had been changed and the fluid pouring out of it. Thinking that the mutated Elite was dead, she looked around and saw that the Chief was firing his shotgun at one of the other mutated Elites, breaking off one of its limbs, before the 'dead' Elite below her suddenly reached out and wrapped its tentacle arm around her throat, like a whip.

Screaming, or more realistically making a 'hurk' noise due to the tentacle squeezing her from around her neck, from surprise, she tried to fly up into the air to escape its grasp but it held on, making her struggle to keep herself in the air from the weight of the mutated Elite, even as it actively either swiped at her with its less deformed arm or using its now defunct head to try to bite her.

Even though she was protected by her new shield, she could feel the tentacle wrapped around her neck continuously drain her magic from the shield, making her more and more weary as she subconsciously fed magic into the shield to keep it intact. On top of that, the blows that the other arm made, when it did manage to hit her, consumed more of her magic. Whatever had happened to the Elite, it now had Mana flowing through it.

Twilight lit up her horn and used telekinesis to bring her rifle up to where she was, point it at the centre of the Mutated Elite, and opened fire. The Elite seemed to absorb most of the shots, before finally giving out a loud gurgle, letting go, and falling to the ground.

She took in a deep breath as the tentacle had squeezed enough around her neck to almost stop her from breathing. Then she flew up to the Chief, and fired her rifle at a Mutated Elite behind him, before it could hit him with its tentacle, while he was fighting another one.

"Thanks", he said, as he looked back to what Twilight fired at, after he put down the thing he was fighting beforehand. He then raised his own rifle, and fired at a couple of the ball creatures before they could finish their leap onto Twilight. She jumped from the sudden popping noise behind her, turned around, and saw the remains of the creatures fall to the floor.

"Thanks", she said, as the Chief reloaded his shotgun. "No problem. Let's get out of this room, before more of those things arrive." They ran through the hatch, and up the ramp, only to find more of the mutated Elites waiting for them, wandering around aimlessly, surrounded by more of the fleshy balls. That changed as soon as one of the smaller creatures spotted them. Once again, Twilight was forced to fire her rifle instead of using magic to prevent more of it being drained, aiming at the ball creatures, while the Chief dealt with the mutated Elites, who seemed to break apart under the force from his shotgun.

They passed into a new room, where they stood on a platform, with a light bridge that appeared broken, while on the ground floor, Covenant Jackals and Grunts were making a last stand against a swarm of mutated Elites and the ball creatures. The pair stood and watched the battle unfolded, waiting for the combatants to wipe each other out, before finishing off the survivors with a grenade, and moved on to the next room.

Another Mutated Elite dropped from the ceiling, slamming into the Chief, who staggered back and began to wrestle with it, even as another tried to get close to Twilight. She threw a nearby container at it, sending it flying into an oncoming mass of the small creatures, popping them all. She turned around, immediately seeing one of the creature's hand rupture as tentacles burst through the wrist, breaking bone and flesh. She could only watch as the new tentacle whipped out at the Chief, hurling him to the floor.

Without thinking, she sent a magical blast at it, knocking it back a few meters. However, the hostile seemed to absorb more magic than damage than she would have liked. So, she opened fire with her rifle, and watched it get cut in half. The Chief stood up and kicked it, before firing two shots into it.

He looked at Twilight. "Damn thing should stay dead this time", he growled out.

"One of the ones in that first encounter played dead with me before trying to choke me to death", she said, with the Chief nodding as he looked at the body.

"They seemed to be able to reanimate themselves on occasion", he deduced, "which may not be a surprise, since they seem to be already dead."

With that thought over their heads, the pair of pony and human continued their journey to escape this vile place, fighting through increasing amounts of those mutated hostiles and the small creatures before they arrived back at a lift. The Chief and Twilight ran to the lift, activated it and waited for them to go upwards, except they didn't. In fact, they descended at a remarkable speed, until they landed at a lower level, inside which more hostiles awaited them. After fighting through the ambushing hostiles, they moved out into the next room.

It was here that Twilight saw a sight that she would never, ever want to see again. A single creature stood in the middle of the room, wildly moving towards them. What stopped her and the Chief from firing their weapons, was the fact that it was a mutated human. In fact, they both recognised the face of what was once one of Sergeants Johnson's men.

The Chief lowered his shotgun. "Mendoza", he shouted, trying to reason with potentially the humanity still within the once Marine, "come on, let's get you out of here. I know they did something to you, but the medics can fix it."

However, that humanity was long gone as Mendoza leapt at the two of them, swinging its tentacle at them, aiming for Twilight's head.

Author's Note

Hi everyone,

Finally, the flood has arrived. Prepare for a whole lot more gore and traumatic experiences for Twilight to handle as she faces the most feared organism in existance.

Special thanks to CommanderApplejack for letting me use his binders to showcase perspective changes, and for reading over this chapter.

Please post any errors or thoughts you have in the comment section below.

Until next time.

Regards,
dalek117