The Chief and the four ponies walked through the abandoned streets, heading back towards the F.O.B. in the town center. They came to a crossroads, where a squad of Militia pulled a last stand. Fluttershy attempted to get the fillies not to look, but failed.

"Why are all those ponies sleeping, Fluttershy?" Sweetie Belle asked.

"I-" Fluttershy began.

"Hey mister, wake up!" Applebloom said, interupting Fluttershy, nudging the body of one of the Militia members.

"Applebloom... you can't wake him up."

"Why not?"

Fluttershy was beginning to say something, but the Chief stepped forward. "Because, he's probably really tired. You should let him rest."

"Oh... okay..." Applebloom muttered. The Chief thanked God that the filly still had enough innocence left for her to believe the obvious lie.

"If anypony can read me," a voice said from one of the Militia members radios, "Ponyville has been overrun. Anypony still alive should head for the refugee camp. Be warned, Covenant are attacking the camp, and an evacuation is underway. This message will repeat until the evacuation is complete. Good luck."

As the message started to repeat, the Chief turned to Fluttershy. "Come on, we need to hurry."

"Okay..." Fluttershy muttered. "Come on girls."

"Go, go, go!" Star Streak yelled as he and the remnants of his squad ran across an empty field on the outskirts of Ponyville. A scorpion rolled up, firing its main cannon twice before being hit by multiple plasma mortars. A storm of plasma was flying over them, disintegrating anything it touched. Applejack stopped dead in her tracks and turned around, holding her assault rifle at the ready.

"Applejack, what are you-" Rainbow Dash began, but Applejack held her hoof up.

"Buying ya some time. Move!" Applejack yelled.

"But-"

"AH SAID MOVE!"

"You heard her, move!" Star Streak shouted, taking Rainbow's hoof. He looked at Applejack and nodded. "Thank you, Applejack." He shot off a salute to her, before the rest of them ran. Applejack took a deep breath and looked at the mass of Covenant heading her way. She heard hoofsteps coming up to her, before she turned around to see Big Mac next to her, his rocket launcher balanced on his shoulder.

"Apples stick tagether, sis." Big Mac said, a smile on his face.

Applejack smiled, a tear rolling down her cheek before she gave Big Mac a hug. She shouldered her assault rifle and unloaded her magazine into a squad of grunts heading her way. All the other Covenant stopped and looked up at the two ponies. They raised their weapons into the air and opened fire. 'Applebloom' was her last thought before a wall of plasma hit
her and Big Mac, disintegrating them.

"Sir, more Covenant ships have just exited slipspace! Several cruisers are currently in the process of glassing the planet." A crewman reported.

"We just lost contact with Trottingham, Las Pegas, and Manehatten!" Another crewman reported.

"God dammit!" Cole shouted. "Get Hood on the line and tell him that we need back up, or some transports to evacuate the planet!"

"Yes sir!"

"Sir, our longswords just finished mopping up the seraphs. They report eighty two percent casualties!" A Lieutenant called out

"Selena, do we have any sabres in our inventory?" Cole asked.

"Yes Captain, we have two squadrons worth, in fact." Selena replied.

"Launch all sabres and call back our remaining longswords. Have them defend the frigate from anything that is within one hundred meters of us." Cole ordered.

"Aye sir." Selena said as her form disappeared.

"Get down!" The Chief said, dropping to the ground. The ponies did the same just in time, as a Covenant armor column hovered by. There was some machine gun fire down the street, which was quickly silenced by multiple plasma mortars and cannons. The last wraith hovered by, but stopped suddenly.

"I smell something..." A brute stated.

"Shhhh..." The Chief whispered, motioning the ponies towards a closed door. As Fluttershy opened the door, a loud creak emanated from the hinges. She froze, a soft squeak escaping her lips.

"What was that?!" Another brute demanded.

The Chief pushed the ponies inside of the building and readied his shotgun, aiming it at the doorway. The Spartan heard loud footsteps walking their way.

"You idiot, get back in line!" The first brute ordered. The footsteps stopped for a moment, then continued, slowly becoming quieter and quieter. The ponies and the Chief shared a collective sigh of relief.

"Let's go." The Chief said quietly, leading the ponies out of the building.

Princess Luna awoke to the sound of knocking at her door. She climbed out of her bunk, brushing her messy mane.

"Just a minute!" She called out, before opening the door, revealing the two Pegasi that served as her bodyguards. On the right was Comet, a black stallion with white mane. On the left was Nova, a brown mare with a cyan mane and purple tail. Both were dressed in Mark II P Suits and armed with silenced battle rifles.

"Princess, we have Covenant heading this way. We need to get you to a transport immediately!" Comet stated, fear evident in his voice.

"But the others-" Luna began to protest.

"They are being evacuated as we speak. We need to move!" Nova said, interrupting the princess.

Nova took Luna by the hooves and dragged her out of the room, Comet followed them, on the lookout for anything that may be a threat.

"The evacuation is sixty four percent complete, ma'am." Xavier reported.

"Good, how is the defense holding up?" Twilight asked.

"Our forces are holding, but we are taking heavy casualties." Sandstone replied.

"We need to get you aboard a pelican, and now, ma'am." Smith ordered.

"But I need to wait till the evacuation is finished." Twilight protested.

"You don't have an option. You are too important to risk losing." Smith said sternly.

"Incoming!" Xavier shouted a banshee screeched overhead, firing its fuel rod cannon in the middle of the group. Xavier tackled Twilight and covered her body with his own.

"Medic!" Xavier heard Smith shouting. He looked over his shoulder to see three of the O.D.S.T.s dead. Smith was down, hit by a heavy amount of shrapnel. Sandstone had a large gash in his left shoulder, but was otherwise okay.

"Um... Specialist?" Twilight muttered. Xavier looked down at the blushing Twilight and realized what position the two were in. He quickly jumped up with his own impish blush and gently helped her off the ground.

"If you two lovebirds are done, we need to get Smith out of here!" Sandstone shouted.

"Right, Specialist, Sergeant, cover me. I'll carry Smith." Twilight said as she picked up Smith with her telekinesis. The group ran up the road. A column of Scorpion tanks rolled by them, firing their main cannons at the distant Covenant troops. One exploded as it was hit by a wraiths plasma mortar. A screaming Marine jumped out of it, lit ablaze by the explosion. Twilight cringed and pulled out her magnum out of its holster. She aimed at the Marine, firing one shot. The Marine dropped to the ground, still aflame. Twilight froze in place, shaking as she dropped both her magnum and Smith, who Sandstone was barely able to catch.

"I-I killed him." Twilight stammered.

Xavier put a hoof on her shoulder. "You did him a favor, Twilight. Come on... we need to go."

"A-a little h-help here, g-guys." Sandstone managed to get out, who was still holding Smith in his hooves. Twilight and Xavier exchanged glances before Twilight picked up Smith with her telekinesis.

"Xavier, where are the pelicans?" Twilight asked.

"Right this way, ma'am." Xavier said, leading the rest of the group away.

"Lieutenant, did you get Hood yet?!" Cole requested one of his crew.

"No sir, the Covenant took out our long range communications." He responded.

"Well that's just great!" Cole fumed as Selena's blue form appeared before him.

"Captain, I am reading a new contact, it should be coming out of slipspace right about-" Selena said as a modified Pheonix-Class Colony Ship exited slipspace, "now."

"What the-" Cole began, "What is the identification of that ship?"

"That is a Pheonix-Class Colony Ship, the Spirit of Fire. Funny, that ship is supposed to be lost with all hands on deck." Selena responded.

"Raise them." Cole ordered.

Meanwhile, aboard the U.N.S.C. Spirit of Fire, Serina's glowing form appeared in front of Captain Cutter's cryotube, which was currently thawing. After drifting in space for over thirty years, the Spirit of Fire entered a portal of some kind, which ended up leading them to this planet. After observing the U.N.S.C. and Covenant presense, Serina deemed it necessary to wake up the Captain.

"Captain, wake up. Something has happened." She said as the unfreezing process was completed.