The Rookie and Mickey charged up the street, diving behind a barricade just before a barrage of plasma passed over their heads. Mickey shouldered his assault rifle and rose up, firing a long burst before ducking behind the barricade, narrowly dodging another storm of plasma. The Rookie went prone and scooted to the right, barely exposing himself to enemy fire, but exposing himself enough to return fire. He shouldered his SMG and looked down the red dot sight, firing a quick burst at a jackal who had its shield turned away from The Rookie. It squawked in surprise as the rounds hit it, purple blood misting out behind it before falling down the ground. He scanned to the right and targeted a grunt, who was running away, its arms raised in the air. He fired a burst in its direction, making it to fall over in a cloud of fluorescent blue mist. They heard someone running up towards them, and they looked up in time to see Buck diving in between them, assault rifle against his chest.

"How are you two holding up?" he asked. The Rookie answered with a simple shrug.

"I've been better, Gunny." Mickey said, rising up and firing the rest of his magazine at the Covenant, succeeding in killing a brute and injuring another.

"I know what you mean." Buck muttered. He shouldered his assault rifle and placed it in between a small crack in the barricade and opened fire, mowing down a small squad of grunts that were hobbling up the street. Several longswords screeched overhead, dropping cluster munitions on an approaching Covenant armor column, destroying wraiths, choppers, and prowlers. A couple anti-air wraiths opened fire on the longswords, destroying one of them, sending it crashing into a nearby hill. Several Covenant drop pods landed nearby the O.D.S.T.s, who readied their weapons and aimed at the drop pods. The doors of the drop pods launched off, as a squad of Spec Ops Elites climbed out of them. One Elite stood out from the others, dressed in ancient grey armor. Buck immediately recognized him as the Arbiter. A few banshee's screeched overhead, firing their plasma cannons and fuel rod cannons at the attacking Covenant Loyalists. The Arbiter charged up, activating his plasma sword and ran it right through a fleeing grunt, who squeaked in surprise and pain. The Arbiter flung the grunts body into a nearby building, as two green wraiths hovered past him. He walked up to the three humans, who were watching as the Elites slaughtered the attacking Loyalists.

"I would have thought that after the deaths of the false prophets, the brutes would have given in. It appears I thought wrong." The Arbiter said. "Where is the Spartan?"

"He was escorting one of the planets leaders to a safer location. We lost contact with his pelican a few hours ago." Buck answered solemnly. The Arbiter's faced formed into what Buck guessed was the Elite version of a frown.

"I hoped I would be able to see my comrade in arms once more... but it matters not! We will destroy these mongrels and show them the true power of vengeance. My fellow warriors will help you in anyway we can, human. To battle!" The Arbiter bellowed, raising his energy sword into the air before charging past the humans, who followed after him.

"Incoming!" A Equis Militia member called out, "lots of incoming!" The ground shook as Star Streak looked up to see an enormous purple machine lumbering towards him. It was taller and larger than all the buildings in Ponyville, and almost looked like a crab.

"What is that thing?!" Star Streak demanded.

"Scarab!" A Marine called out. The scarab's plasma cannon charged and fired a stream of green plasma at the town, sending multiple buildings up into flames. A scorpion tank rolled up the street, firing its main cannon at the scarab, barely leaving a scratch. The scarab turned to the tank and fired. The Marines inside of the scorpion attempted to scramble out of it, but only the gunner managed to make it out before the scorpion exploded in a ball of flame.

"We need air support!" A Marine Sergeant screamed into a radio.

"Two hornets en route, stand by." A voice responded from the radio. "Attempt to take out the legs."

"Roger that!" The Sergeant said. "Aim for the legs!"

Big Mac unslung his rocket launcher and fired two rockets, one of them hitting home. These rockets were soon joined by multiple other rockets, the vast majority of them hitting the legs. An alarm was heard coming from the scarab as it lowered to the ground. As it did this, two hornets passed over them, firing their cannons and rockets at the scarab. However, the anti-air turret on top of the scarab rotated towards the hornets and fired large bolts of plasma at them, shooting both of them down.

"Great, now what?!" Rainbow Dash asked. Star Streak was about to reply when he noticed two streaks pass by, one colored black and red, and one pink.

"Pinkie?!" Applejack called out, flabbergasted, as she saw a grey Pegasus and the pink party pony climb inside of the scarab.

"Come on Drafty!" Pinkie called out to Backdraft as they climbed into the scarab. "This is going to be fun!" She cocked the shotgun Backdraft gave her and shouldered it, aiming down the sights while moving forward. Backdraft followed suit, SMG at the ready. Two jackals sprinted down a ramp, plasma pistols at the ready. Before they got a chance to fire, Pinkie charged up and flanked them, blasting one of them away with a blast from her shotgun, and bucking the other one in the face with all her strength. Backdraft and Pinkie heard the sickening crack of bones breaking as Pinkies backhooves made contact with the jackals head, which seemed to collapse under the force of the impact. The two ponies trotted up the ramp, which led to the top of the scarab, which had recovered and was back in the air, firing its plasma beam at anything in its way. Backdraft unloaded his SMG on a brute, destroying the power armor and tearing it to shreds.

"This thing has to have a weak spot somewhere..." Pinkie muttered, walking towards the back on the scarab, Backdraft right behind her. At the end of the walkway, there was a small room with what Backdraft guessed would be the power source.

"Maybe this is it." Backdraft suggested.

"It's worth a shot!" Pinkie sang as she fired two blasts of buckshot into the power source. Orange liquid starting leaking out of it as an alarm sounded. The scarab shook as it started to explode.

"Time to go!" Backdraft said as he tossed aside his SMG and picked Pinkie up into his hooves. She giggled as he dove off of the scarab, gliding away seconds before the scarab exploded, resulting in a very large ball of flame and plasma.

"Who took out that scarab?" Buck demanded, as he, his squad, and the Arbiter walked past the flaming remnants of the scarab.

"Some random ponies." A Marine responded, pointing to a grey Pegasus with a long dark red mane with a black streak going through it, and a bright pink pony with a bouncy pink mane, who were surrounded by other ponies and Marines. Star Streak slapped Backdraft on the back, before shaking his hoof.

"Good job, son. We could use ponies like you and your fillyfriend in my squad." He said. Both of them blushed heavily at this.

"We aren't in a relationship like that..." Backdraft said.

"Not yet." Pinkie said, winking at Backdraft, resulting in an even heavier blush from him.

"People... err... ponies! We have a war to fight!" Buck called out. "Stop standing around and get a move on, or the Covenant won't be the only thing you have to worry about!"

"Yes sir!" They all called out, saluting and charging up the street.

"Buck, can you hear me?" The Chief's voice said from Buck's radio.

"Chief?! Jesus, we all thought you were dead. How is the cargo?" Buck asked.

"The Princess is a little shaken, but unharmed."

"And Romeo?"

"He's fine. We have regrouped with the remnants of the Marine defense force that was assigned to Trottingham."

"How many men are left?"

"Two O.D.S.T.s, one Marine."

Damn. "That's too bad..."

"We need an evac." The Chief stated.

"I know." Buck responded.

"Cortana is sending you our coordinates right now."

Seconds later, the coordinates the Chief was talking about appeared on the O.D.S.T.s HUD. Buck pulled out a holomap and checked the coordinates. He then looked over several pictures of the area that several drones took the day before.

"Chief, there is a clearing a good ten kilos away from you. Sending the coordinates to Cortana."

"Got it." Cortana's voice stated from the Chief's helmet. A yellow marker appeared on his HUD, the yellow numbers marking the distance to the extraction point as 10.6 KM.

"Alright." The Chief said.

"We will be sending you a pelican shortly. Get there ASAP, over?"

"Understood." The Chief said, handing the radio back to Stacker. "Let's go" He said, signaling the Marines and the Princess to follow him.

"What about the hog, sir?" Reynolds asked.

"It will draw too much attention, we need to walk." The Chief responded.

"You heard him, Marines! Chief, you got point." Stacker said. The Chief nodded, walking into the trees, the Marines and the Princess right behind him.

"Star Streak, do you read me?" Buck asked over the radio.

"I read you Buck, what do you need?" Star Streak responded.

"I've got a mission for you and your squad. Could you put Dash on the horn?" Buck requested.

"Give me a second." Star Streak said.

"Need something, Gunny?" Rainbow Dash's voice asked over the radio.

"I need you to grab that pink pony and grey Pegasus. I'm assigning them to your squad."

"No problem."

"Once you find them, meet me in the town center."

"Alright, you got it Gunny."

Buck turned off his radio and turned to his squad mates and the Arbiter. "Rookie, Mickey, stick with the Arbiter. I need to go do something. I will regroup with you guys later on." Buck ordered. The two other O.D.S.T.s nodded at Buck and turned to the Arbiter, who towered over them. He nodded to the two humans and walked down the street, signaling them to follow.

Twilight Sparkle, Veronica, and Cole all watched as an entire Covenant fleet exited out of slip space.

"Get the Shipmaster on the horn, Lieutenant!" Cole called out.

"Yes sir!" A technician called out. The Shipmaster's face soon appeared on the main screen.

"Shipmaster, please tell me those are your ships." Cole pleaded.

"It would appear not, Captain. That is a Loyalist fleet. I have more ships in bound, but I am not sure if we have the strength to take on something that big."

"Right." Cole took a deep breathe. "I'll contact U.N.S.C. High Command and have them send more ships. I don't think four ships can take on an entire fleet."

"I agree, for now, we must regroup and be ready for a fight. Good luck, Captain." The Shipmaster said, before main screen flickered off.

"Commander! Conta-"

"Already done, sir!" The Commander shouted out.

"Good!" Cole said, walking back to his chair and sitting down in it. "I want all weapons armed and ready to go! Let's move!"

"Yes sir!" The crew called out.