Welcome to the re-write of another story of mine, I have around six chapters already written and I will be posting them throughout the coming week so don't worry for lack of content.

Yes this was inspired by my other story.

Keyes stood in his quarters, his knuckles bare and white as he turned off the radio he had been listening to for the past hour and a half, all he heard were the transmissions of the dead and dying marines, all of them calling for help he could provide if it wasn't for ONI. They wanted the Autumn to go after some prophet who was apparently a big head honcho in the covenant power structure and even though killing him might shake up the covenants power structure a little bit, it didn't sit right with Keyes leaving all these men behind to die a painful death under a beam of superheated plasma energy that would literally turn them into dust as their home burned around them. He could almost hear the screams of the civilians and marines that got left behind in the miserable evacuation of Reach.

They had been arrogant thinking that they could defend Reach from the alien hoard known as the covenant, with all their new advances in technology ever since they first reached out to the stars and began colonizing other planets, all their weapons and defenses that they built so proudly, thinking they were the masters of war due to their history with it. But when the covenant came they taught humanity the ways of slaughter, as they burned each of humanities many worlds for seemingly no reason other than the fact that they seemed to view humans as heretics.

Keyes felt the Autumn shake as the ground beneath the ship let out a horrible tremor, the covenant plasma beams were causing tectonic instability across the entire region as they glassed the planet.

All the major cities had been wiped out first as the covenant took the planet in a surprise attack that caught their space forces off guard.

Rubbing his temples Keyes felt his head throb slowly as he began to get a headache, He had a choice to make and he knew it deep in the marrow of his bones as he looked around the officers quarters that had become his home ever since he came in command of the Autumn. He knew what he had to do and he didn't care that went against ONI's shady orders, he would not be remembered as the man who let Reach burn around him without at least trying to save someone.

Keyes pressed the small button on the comm link in his ear, the crackle of static from the radio disappeared as soon as he got in contact with the bridge. "Bridge, this is the Captain, begin broadcasting this message to all surviving marines on the planet. This is Captain Keyes of the Pillar Of Autumn, I am taking Command of the forces left on Reach, to all marine forces left on the planet, disengaged and fallback to our position." Keyes ordered, the tone in his voice letting the man know that he would allow this order to be disobeyed no matter what.

"Message broadcasting, Sir." The crewman on the other line replied, a hint of worry in his voice as he realized what the captain was planning.

"Good, now are our two Spartans close to our position?" Keyes asked as he leaned back into his chair, looking over at his sidearm on the table as he spoke.

"They are about twenty minutes out, sir."

"Good, let's give them a warm welcome, I want the marines to clear out the area around the ship." With that Keyes cut the comm line, his pipe in one hand as he rubbed the side of his head with the other. "I hope I made the right choice." He muttered as he got up, strapping his side arm to his waist as he walked out of his quarters and began to make his way to the bridge, passing by several marines as they made their way to the loading area near the ship to reinforce the men defending the Autumn from covenant boarding action.

The echo of weapons fire could be heard through the titanium armor of the Autumn as the covenant tried to push their way into the ship by force, he could hear the yells of the marines through their comms as they protected the crew and her cargo from attack.

Keyes knew these men would not be sacrificing themselves for nothing, they would be saving their brothers in arms that were still trapped on Reach, fighting to defend their homes even though they had already lost and Keyes hoped that they would realize this and leave while they could.

Noble Six - Reach - 19 minutes away from the Pillar Of Autumn.

Noble Six felt the mongoose drop out from under him as he jumped the gap of a collapsed bridge, the quad bike skidded along the pavement hitting many grunts along the way before exploding in a shower of sparks. He hit the pavement after it, his shields flaring golden as they protected his armor from the ruined concrete. The explosion managed to distract the covenant forces long enough for Six and Emile to get their bearings. Holding his M37A Assault rifle in his hands, Six began to fire, unleashing a hail of lead and metal towards the contacts. Emile was gunning down each covvie that got into the range of his shotgun, it wasn't just a mission anymore to them it was revenge for their fallen squadmates, the rifle let out several cracks as the bullets embedded themselves into several grunts heads as the shell casings hit the ground letting out a loud jingle as they did.

He reloaded his rifle as an elite with a plasma sword came charging at him, the alien quickly raising it's sword as Six brought up his arm to block the sword from hitting his vital organs. But the blow never came as the sound of a shotgun firing came instead. Six lowered his arm as he looked at the now dead elite, it's body slumping over as it let out a gurgle from the massive gaping hole that now occupied its chest.

Six held his MA37 in one hand as he aimed at the rest of the grunts that made up the squad they were fighting, pulling the trigger as the rifle let out a spray of bullets, he moved the rifle from left to right as he mowed down the covenant grunts their elite commanders were throwing at the two Spartan-III's in order to wear them down before attacking them with the heavier hitters. But they underestimated the two augmented humans as Emile ran into a group of elites that were holding back and firing at the two of them with their plasma repeaters and plasma rifles, firing his shotgun at an elite breaking the aliens shield before beating him with the stock of the weapon.

"Contact left Six!" Emile yelled over the gun and plasma fire.

The warning came just in time as a brute chieftain slammed his gravity hammer down where Six had been standing. Firing his assault rifle at the apes head as he fell backwards, Six watched as several rounds penetrated the skull of the creature. The brute dropped dead, it's shield generator sparking as Six stood back up.

"Thanks," he said to Emile before firing his MA37 into a group of jackals holding up their shields to block the bullets from striking their frail bodies as Six jumped into the group as he continued to fire his rifle, his boots slamming into the ground, kicking up a lot of dust and dirt as he moved through the group of alien invaders.

Slamming another magazine into the assault rifle Six fired hail of rounds into an elite zealot as it attempted to change him with an energy sword clutched firmly in its three fingered hand as it let out a shrill battle cry. Six ducked out of the way of a slash from the elites energy sword as the alien warrior attempted to take off his head with the blade of plasma.

Six spun around as quickly as he could as the elite passed by him, his assault rifle ready as he continued firing into the back of the elite, the bullets streaking from the muzzle of the rifle, flying through the air before striking the elite in the back finally breaking through the tough shields that protected the alien from harm as the rest of the bullets broke through the tough skin of the elite, causing purple blood to shoot out of the wounds as the bullets passed through the body and out of the chest of the elite as the male warrior let out a soft gurgle before falling over dead.

Standing back up the Spartan-III reloaded his rifle with a fresh magazine as he heard the sound of rock hitting the ground as the covenant ships above them continued to glass the landscape of Reach with their massive plasma beams that arced down towards the ground, melting stone and dirt into glass as the two Spartans made their way towards the launch site of the Autumn.

Six only hoped that the ship had managed to survive the covenant onslaught. Emile took point with his shotgun as Six took up the rear, the two Spartans holding their weapons at the ready as they moved through the bombed out buildings along the highway and the destroyed vehicles that blocked sections of the destroyed concrete road they walked on.

Every now and then they came across the bodies of marines who had been trying to hold off the covenant as they approached the spaceport, fighting to the very last man to prevent the aliens from getting to the last hope humanity had for a way to fight the covenant on equal terms.

Six stepped over a few of the bodies as him and Emile passed through a destroyed checkpoint, the last landmark they had before they reached the spaceport that contained the Halcyon-class cruiser waiting for the package he was carrying.

"Is the package secure Six?" Emile asked as he finished checking another building for covenant forces as they passed through the checkpoint, finding nothing but dead marine and covenant bodies.

Glancing down at the crystal chip, Six saw it emit a purple spark in confirmation that she was alright. With a nod to Emile, the two spartans continued their journey to the Pillar of Autumn.

Six stepped over one charred body of a female marine as the two men made their way down the road through a canyon that lead to the spaceport, the sound of rifle and heavy machine gun fire could be heard as the two soldiers broke out into a sprint towards the spaceport, jumping over and sliding under any obstacles that got in their way as they ran towards the mission objective, the cylinder attached to the lower torso of Six's armor rubbing against the titanium plates of his armor as the two of them ran as fast as the two Spartans could manage, adrenaline pumping through their veins as their boots left large imprints on the dirt that separated sections of the road they ran on, the sounds of gun and plasma fire echoing through the canyon as they sprinted as fast as their augmented muscles could carry them.

Then they came to a sheer cliff that blocked their path to the spaceport, Six couldn't help but let out a soft groan as his enhanced muscles tightened at the sight of the sheer cliff.

"We're here Six," Emile said as he moved forward and began to climb slowly up a cliff, the rocks cracking a bit under his weight.

Six followed him up grabbing onto a pair of handholds he found in the rock as he began to pull the weight of him and his armor up the cliff face, being as careful as he could so he didn't damage the package as he climbed the cliff, his gauntleted hands digging into the rock as he moved upwards his arms straining as he pulled his body up. One rock gave out under Six's weight causing him to slip slightly before he caught himself, leaving him dangling by his hands and one foot. With a grunt Six managed to get his footing again his boot digging into the rock as he made a new foot hole in the side of the cliff with his boot, pulling his body and his heavy armor up with his own strength. With another grunt, he got up to the ledge, pulling himself onto the cliff.

"There she is Six," Emile said as he looked at the newly refitted Pillar of Autumn the grey metal of the ship shining in the bright light as another blast of heated air came over the horizon as the covenant continued to glass the planet, letting the two Spartans know that this was no time to be looking around as Emile began to move towards the sound of gunfire and yelling marines, shotgun in hand as he ejected an empty shell and slid down the hill in front of them, his boots digging into the side of the steep hill as Six followed

Six spotted several squads of marines under fire as he slid down the hill his rifle clutched firmly in both of his hands as he watched them fire their weapons at the approaching covenant foes his boots hitting the concrete as Six's view of the marines was suddenly blocked by a pillar of black smoke, but he could still hear their bullets echoing over the roars of the covenant aliens.

"Let's do what we do best Emile," Six said as he held his assault rifle tightly in his hands, his boots stomping against the ruined pavement of the starport as he ran into an enemy squad of grunts mixed with elites and brutes. That were attempting to flank the defending marines and overpower them with numbers. Tossing a plasma grenade at an elite minor the blue orb arcing through the air as he gunned down the grunts as they fled the blue orb, as they saw it stick to the elites armor.

One brute managed to get a lucky punch before Six could turn to face the ape like alien, knocking Six down onto his back, causing his rifle to slide out of the grip of the Spartans hands and onto the hard pavement as the brute raised it's spike rifle with one hand and prepared to fire at the downed Spartan. Six rolled out of the way as the brute fired the rifles deadly load of spikes that embedded themselves into the spot Six had been occupying, the superheated spikes of alien metal breaking through the concrete with small hisses as Six watched the brute begin to reload the spike rifle.

Then he took his chance.

Six managed to regain his footing getting up as quickly as possible before charging the ape with a sudden burst of speed that would make a Spartan-II raise an eyebrow, his fist clenched as he ran towards the ape. Before delivering a solid punch to the brutes abdomen, bone and muscle breaking under the weight of the fist causing the brute puking out purple blood as Six delivered another hard punch to the creatures temple, causing the aliens skull to collapse in on itself as brain matter covered his gauntlet.

The brute dropped dead as Six got back up and unloaded another magazine into the rest of the covenant troops running through groups of elites, jackals and grunts, his bullets cutting through the shields of elites and the methane tanks of the grunts. Who let out shrill death screams as the methane tanks on their backs exploded, burning their thin skin as they fell over dead.

As the dust cleared around him, he spotted the some marines, their armor emblazoned with the Pillar of Autumn's patch on their chests, which confused Six and Emile as they walked towards them, rocks and concrete crunching under his one ton armor as he spotted a marine sergeant talking with a group of marines.

"Sergeant what's going on here?" Emile asked as he walked up to an African marine Sergeant, Six taking up a position behind the other Spartan keeping one eye on his motion tracker and a finger on the trigger of his rifle as the marine sergeant turned to face the two super soldiers.

"The captain has decided to stay on planet sir, he has taken command of all remaining forces left on Reach, so we are rounding up as many as we can at the moment. The captain has also sent several squads out to round up food, medical supplies, weapons and vehicles so we are keeping the way clear for them to return." The sergeant answered as he looked up at the two Spartans, dirt covering his face as he held a BR55 battle rifle in his hands.

"Seem to be doing a pretty poor job at it Sergeant, judging by the fire we just pulled you and your men out of." Emile shot back with his trademarked sarcastic tone of voice he had used with Carter so many times before.

"Bullshit!" Yelled one of the marines behind the sergeant as he gave Emile a death glare.

"Shut up Kowalski!" The sergeant yelled back with a deep, booming voice. "I'll come back there and kick your ass myself if I hear you talk!" That seemed to shut the mouthy marine up as the sergeant turned back to face the two Spartans.

"You do know that this is in direct violation of ONI's orders sergeant." Emile said, ignoring the comment from the marine behind the sergeant, as he slid his shotgun onto the magnetic holster on his back.

The sergeant shook his head. "Listen son, all I know is the Captain wanted us to defend this spot until we can get as many off this planet as possible before we leave for good and I ain't one to defy the man's orders."

Six was surprised to say the least at what he was hearing, defying direct orders from ONI and UNSC highcom was high treason, punishable by death or at the very least life imprisonment and from what he had heard of Keyes this was very strange behavior for the Captain a man who had been following UNSC doctrine for almost his entire life.

"What the hell is Keyes thinking." Six heard Emile mutter over Noble team's private squad comm link as the other Spartan seemed to tense up in front of Six.

"Sir we got contacts coming over the horizon!" Yelled one marine, breaking the silence between the marines and Spartans as they all turned to spot a silhouette coming out of the sun.

"They squawking, marine!" Yelled the sergeant as he snatched the binoculars from the marines hands, peering through them as marine took a tacpad from his belt as the others began preparing their weapons for a possible air attack from the covenant.

"Well marine, are they friendly or not, I don't want to be shooting down a pelican full of civilians!"

"Scanning….I…...I am getting pelican transponder codes, call sign is Echo 395 sir." The marine said with a sigh of relief as he watched the dropship come into view, the underside of the troop transport was covered in plasma burns, no doubt from flying so low to the ground to avoid covenant air superiority.

"Good, let the hangar boys know." The sergeant replied with a sigh of relief that was echoed by the rest of the marines as they lowered their weapons, their bodies relaxing as they took up positions around the main loading ramp of the Autumn.

"Radio a pelican sergeant, I need to go talk to the Captain." Emile said with a hint of venom in his voice as he spoke, obviously annoyed by the Captains blatant disobedience of UNSC doctrine.

"Yes sir." The sergeant replied, getting onto the comm as Emile looked at Six with an annoyed expression that the other Spartan could see even through the polarized reflective visor that hid his face from view.

Pillar of Autumn - 4 hours since the fall of Reach

Six walked behind Emile as the two Spartans made their way down the corridor from the Autumns massive main hangar bay, passing by injured and shell shocked marines, police officers and civilians that had been left behind in the evacuation of Reach with many medics hurrying about. Attempting to treat the wounded and comfort the dying as the passed on.

They passed by several marine squads as they hurried outside to reinforce the squads defending the loading ramps that lead inside the Autumn. While other marines and naval officers began to store the equipment that had been begun streaming in from those who had heard the call Keyes had been sending out of over the remains of the UNSC comm network. Crates were being stacked and weapons were being stored in the armory as the two Spartans continued on their journey towards the bridge of the large Halcyon class warship, the sounds of vehicles and pelicans being stored in the vehicle bays deep in the superstructure of the ship echoing through the corridors as Six continued walking.

Checking the package attached to his armor for any damage, Six was surprised to find that the purple data crystal was unharmed as he walked through the titanium corridors along with Emile, his boots thumped against the metal floor of the ship as they approached the bridge the marine guards saluting as the Spartans passed through the open security door onto the ship's bridge proper.

"Noble Four, Noble Six, Welcome to the Autumn. Do you have the package?" Captain Keyes asked as the two Spartans approached the captain as he stood in front of the bridges tactical map holding out his hand for a second, before retracting the gesture when the two Spartans refused to shake his hand.

"Safe and secure, sir," Six said as he held out the cylinder, the chip inside emitting a purple glow as Keyes took it into his hands, the captain looking down at the cylinder with a gruff expression before looking back at Six. "Thank you Spartan, I must say it is good to have you two aboard."

"Sir, what's going on here," Emile cut in as he looked down at the smaller man, Keyes refusing to give any ground to the Spartan as he stared directly into the super soldiers visor, as if he knew the look Emile was giving him at the moment. "Orders were to leave planet after you received the package."

"I know this Noble Four," Keyes said coldly as he looked over at the Spartan-III glaring back at Emile as he clasped his hands behind his back.

"Then what the hell are you doing?" Emile demanded as he looked back at the Captain, if his helmet had been off the Captain would have seen two green eyes staring directly into his.

"We are saving as many as we can Noble Four, I cannot in good conscience leave this many marines and civilians on this planet to die. I will not let Reach become a bigger disaster than Harvest was when it was glassed by the covenant, so we are going to be saving as many as we can no matter what," Keyes replied, his face hardening as he spoke with all of the experience he had gained through his service in the military.

"We have let too many die in an invasion we could have been better prepared for. But If you do not wish to help us that is fine, but I have spoken to my men and we are all willing to lay down our lives to rescue our brothers in need from certain death on this planet. So if you don't want to help us that is fine but stay out of our way!" Keyes yelled the last part, somehow managing to keep a calm stance as he did.

Six watched in awe as Emile seemed to back down a bit as the captain raised his voice, the Spartan-III stepping down as Six watched. It was almost like a father scolding his son for breaking a window with a rock, only this was a 7-foot tall super soldier being shouted at by a smaller captain.

"Very well, sir," Emile spat before walking off as Keyes turned to Six, his face stone cold as he sized up Six.

"What about you, Noble Six, will you help us?" Six nodded as he looked down at the captain, not willing to talk as he watched the Captain look down at the package in his hands.

"Good," he muttered as he held the cylinder in his hands, the purple glow died down a bit during their conversation. "We will wait to plug our new A.I. in," Keyes began as he set the container down by the main view screen, turning back to Six as he held his pipe in one hand. "We don't want her to take off prematurely until we have as many people as we can save before the covenant ships decide to deal with us once and for all."

Six nodded as he looked out the bridge windows, watching as far off in the distance the covenant ships glassed the planet. "Hopefully they plan on saving us for last sir." Six said as he watched the planet's surface turn to glass in the distance.

"That is my hope as well Spartan." Keyes replied as he followed Six's line of sight, looking out towards the flame filled horizon with a small sigh.

"But we've hit a problem you see, we don't have enough space on the Autumn for all the marines and civilians we managed to make contact with. If we take to many onboard we will not be able to break orbit and then we are all screwed." Keyes said as he took his pipe and slipped it into his mouth before making his way to the tactical screen.

"So what's the plan Captain?" Six asked as he followed Keyes to the screen, the image of the map changing to what looked like the interior schematics of a human facility.

"I went digging through some old ONI files we had stored in some backups from sword base, it seems ONI had been hiding something near the base that they wanted to keep as secret as possible." The captain paused as if he was allowing Six to speak, but when the Spartan said nothing Keyes continued.

"From what I saw it is a top secret shipyard built when Reach became one of our main military colonies in the war against the covenant, it was built in secret of course incase of an attack such as this but from what I can tell from the more recent files it is still sealed with the ships inside." Keyes explained as he brought up several images of a large titanium door embedded in the side of one of the mountains near Sword base.

Six nodded as he listened to the captain. "How many ships are in the shipyard captain?" Six asked as he held his assault rifle in one hand.

"There should be one prowler and about two frigates, though some ONI spooks may have already taken one of the ships. I want you to take three pilots and a squad of marines with you on this mission Spartan, they will help you get the ships up and running"

Six nodded again.

"Alright, meet Echo 419 and the rest of your squad in hangar bay two."

Saluting the captain, Six walked off, his heavy boots thumping against the metal as he walked past many injured marines and civilians, their bandages soaked with blood and their clothing caked in dust as they tried to get over their shell shock. He passed by a squad of marines that seemed to be getting ready to head out and round up some more marine stragglers, a few of them looked over at Six as he moved through them. Their tired expressions reflecting back at them as they looked into his polarized visor before heading back to what they had been doing, many of them either stowing any extra equipment they had come across while trekking to the Autumn or heading to the bunks for some sleep before the next catastrophe occurred. As he walked through the corridors of the ship Six's augmented hearing picked up the cry of a child as he turned a corner, spotting a male marine sitting down and leaning against the wall of the corridor, several scrapes and plasma burns dotting his BDU as he held a young baby in his arms.

"Shhhhh shhhhhh its ok little guy, you're safe now and the doc should be able to see you soon." The male marine whispered as he looked down at the baby in his arms, the child letting out another wail as the marine attempted to rock him in his bruised and battered arms, tears rolling down his face as Six watched. "I know little guy, I know you want your mommy and I know you're hungry." the marine said as he shook in his little corner as Six began to make his way past the two, not bothering to speak as he watched the marine attempt to comfort the child as he lay against the gun metal grey wall. "I'm sorry buddy, but mommy isn't gonna be coming back, she…...she is in a better place now, away from this hell hole." The marine continued, ignoring the Spartan as Six walked by, his boots thumping against the titanium floor as he heard the child cry out again as he turned a corner, spotting the large door leading to one of the Autumn's hangar bays.

Passing through the door Six felt a rush of air against his armor as he looked at the large hangar bay in front of him, the hangar bays door was open with a stream of dropships and falcons coming and going from the ship almost every minute as Six made his way towards the landing platform assigned to his marine squad, the sounds of jet engines and helicopter blades echoing throughout the large hangar as he made his way towards the pelican.

He spotted a group of marines standing by a pelican, weapons cradled in their hands or, his armors onboard computer identified them as the squad he was assigned to for this squad was mixed, several marines and a few ODST's all sitting on or by the pelican as they waited for him to show up.

"Where the fuck is that Spartan?" One marine muttered as he sat on the loading door of the dropship, checking his MA37 assault rifle again, making sure the weapon was clean and ready for action.

"Shut up Mendoza," another ODST said as he sat on the hard metal floor of the hangar bay, attaching a silencer to his SMG, the trooper making sure the attachment is secure to the weapon as Six walked up the squad, all of them standing up and giving him a tired salute.

"Sir, I'm Lieutenant Anderson." A younger trooper, seemingly fresh out of officer school, with his black helmet secured on his head, said as he held out his hand for the Spartan to shake.

Six ignored the gesture as he looked over the troopers, their armor was dented and covered in dust from the sand storms that had ravaged reach ever since the covenant had begun glassing the planet so many days ago. A few of them had some minor burns littering their armor though most of it looked to be cosmetic damage, Six still made a note to keep an eye on some of the more sever looking burns. If the troopers armor gave out on them in the middle of a covenant firefight then with no shields to protect them they would be cut down like sheep to the slaughter.

Six nodded. "Alright lieutenant, mount up we are heading to this secret shipyard."

With that the Marines and ODST's loaded up into the pelican's blood tray, stowing their gear away as the pelican's door shut behind them, the engines letting out a low hum as the pilot started the takeoff sequence. After he had stowed his assault rifle away, Six made his way to the cockpit.

"Welcome to the cockpit, sir," the female pilot said as she positioned the pelican near the now open hangar bay doors, the inner doors were now closed behind. "May want to hold onto something,"

As Six sat down in the co-pilots seat the pelican lurched forwards, the throttle on full and the engines rocketing the dropship forward. Banking to the right, the pelican rocketed off towards the hidden shipyard. Six leaned back in the chair as they flew through the air, his eyes slowly closing as they flew, his augmented bones aching from the many kilometers of travel and the abuse Six had subjected them two over the past few days, leaning back in the co-pilots chair as he felt the pelican begin to lift off of the ground.

1 hour later

Six woke when someone hit the back of his chair.

"Wakey, wakey Spartan, we are here," Private Mendoza said as he looked down at the Spartan, the ODST trooper hiding a smirk under his helmet as he walked out of the dropships blood tray and onto the sandy, glassed surface of Reach. Six felt his head throb as he woke up, his eyes blinking under his helmet, hidden by his polarized visor as he got up from the co-pilot seat, his boots thumping against the titanium reinforced floor of the pelican . The metal under him creaking a bit as he walked out of the cockpit, grabbing his assault rifle before jumping out of the dropships blood tray and onto the dusty ground below. The marines had already secured the rocky area around them their rifles at the ready for any covenant scouts still on the planet attempting to mop up any remaining UNSC stragglers that had not made it to the protection of the Autumn, the fields in front of them were covered in dust and fire as they stood there for a second, scanning the horizon for any signs of movement.

"I don't see nothing boss, guess this is one place the covvies have not found." Mendoza said as he scanned the horizon with a sniper rifle, handing the large anti-material to lieutenant Anderson. The lieutenant looking through the scope of the high caliber sniper rifle before nodding and speaking over the comm.

"Alright squad get your asses inside, let's get these ships up and running," the lieutenant said as he handed the rifle back to Mendoza as Six took point, being the most heavily armed soldier here it only made sense that he went first into what could end up being an ambush. the other marines following him in as they held their weapons tightly in their hands, the spot lamps from their assault rifles making the dark hallway look eerie.

"Someone get the emergency power," Anderson ordered as he walked behind Six, his hands gripping his shotgun as he looked around. "You see anyone alive Spartan?" He asked as he looked around.

Six shook his head as he looked down at the motion tracker on his HUD, they were the only ones here. The lights above the flickered and turned on, revealing a very sickening sight. One that even bothered the hardened marines taking up Six's rear as he shone his flashlight down the concrete reinforced hallway in front of the large squad of battle hardened warriors. Blood stains and bodies littered the walls of the bunker, some men looked as if they had been ripped apart limb by limb before being eaten. Others had massive holes cut from their chests and torsos.

The silence was almost deafening, even with the roaring wind outside and the small tremors caused by the covenant glassing beams as they burned the planet's surface. They all knew who did this as the squad looked over the pile after pile of ONI and marine corpses in front of them.

"Covenant must've breached the blast door before it could close, damn ONI never stood a chance." Commented Mendoza as he looked at the bodies, a frustrated look hidden by the ODST's visor as Six nodded.

"Alright squad, you know the deal. You see a covvie you shoot to kill as many as possible, we have civilian lives counting on us now let's move out." Anderson Said in a hushed tone as he took up a position beside Six, his weapon pointing down the hall as they began to move. Stepping over the many human corpses that littered the hall, blood soaking their boots as they made their way deeper into the building.

"Ok, anyone else here thoroughly creeped out?" One marine asked as he looked around, his gun shaking in his hands as they turned another corner.

"Shut up O'Brian," Mendoza scoffed as he made his way to the front of the pack, his SMG pointed firmly forward.

"Fuck you Mendoza, look what happened to those ONI spooks back there, some of the best training in the world couldn't protect them against whatever the covenant sent down here, what the fuck are we supposed to do." O'Brian shot back with an angry snarl as he looked at Mendoza with fire in his eyes. "It was probably fucking zealots that carved through those men, in which case we are fucking fucked."

"O'Brian, Can it." Anderson shot back in a hushed tone as the squad continued moving through.

"But Lieutenant, we are walking into a death sentence here, we should call the mission here and just go back to the Autumn." O'Brian continued, the nervousness in his voice clear as day as the rest of the squad began to ignore him as they moved through the bunker.

"Clear," another ODST said as they passed another hallway, before coming to a large door, marked hangar bay.

"Maybe the covenant left already." Mendoza said in a hushed tone as the squad scanned the area they had just passed through with their flashlights, making sure no covenant forces they might have missed were sneaking up on them.

"We aren't that lucky Mendoza." Another marine commented.

Six, reached out and touched the console near the door, the panel lighting up as it recognized the microchip imbedded inside his palm, the computer running through the ONI ID database within the bunker before beeping as it found Six's access credentials. The door shuttered and let out a grinding noise as the door opened up the red lock light turning green as it did, revealing two Charon-Class light frigates and one Paris-class Heavy frigate, each of them proudly named Dauntless, Pegasus and Hornet. The ships were like beacons in a storm as the marines stared at them, they were surprisingly undamaged given that the covenant had found this base and killed the rest of the occupants, the aliens must have thought that destroying the base was to much trouble given that the entire planet would be glassed in due time. Six couldn't help but grin just a little bit under his helmet as he saw the vessels.

Maybe they would make it out of here in one piece with the Autumn. Turning around Six faced the squad of marines standing behind him, there attention snapping back to reality as they turned their gazes to the Spartan-III.

"Alright men, one pilot per ship you know the drill let's get these ships back to the Pillar Of Autumn and he the hell out of here while we are still in one piece," Six ordered, the marines saluting him before getting down to work. "Echo-419 return to the Autumn, we'll take it from here."

"Roger that, Sir. Foehammer out," The pelican pilot said, the sound of the dropships engines going supersonic could be just barely heard as it began to make it's way too the large Halcyon-Class cruiser still in the shipyard.

Six walked onto one of the Charon-Class frigates, the name UNSC Dauntless pridefully displayed on the side of the ship, lit up by spot lamps that made the white paint more visible in space. The engines started up as the pilot went through the manual take-off sequence of the small frigate, the engines letting out a low hum as the fusion process began. The large hangar bay doors opening. allowing the frigates out of their cradles as they began to slowly move forward one after another.

"Are these ships rated for atmo?" Yelled O'brian over the comm as the ships began to move forward, kicking up a lot of dust from the land below as they moved out of the secluded UNSC base.

"Let's find out!" The pilot said as he rocketed the ship forward through the air, the other two ships following them in as they pushed forward towards the Autumn's drydock. They would be attracting a lot of attention very soon Six thought as he looked out the forward viewport on the bridge, the Spartan knew that they had to move fast now, or else they would end up like the rest of the people who died on this forsaken planet.

The Dauntless's massive engines powering their small frigate forwards as the crew held onto anything that was attached to the floor as the ship pushed through the thick atmosphere of the planet. The other two frigates following close behind the lead Charon-class frigate as they continued on their course towards the UNSC drydock. Six only hoped that Keyes had managed to fend off the covenant forces with the Autumn currently in dry dock.

"Pilot what's our ETA?" Six asked as he stood up, the magnetic soles in his boots keeping him from falling over as his body fought against the force of the ship moving forwards within the atmosphere.

"Should be there in about five minutes sir, I'm giving the engines all they got but they weren't designed to run in atmosphere like this." The marine responded as the Six heard the engines let out a small groan.

"Hopefully we can keep it together for that long." Thought Six as he felt the ship lurch again as they continued to rocket through the atmosphere at full speed.

5 minutes later

The team had managed to make it back to the Autumn relatively unscathed, though a few Seraph fights took a liking to their frigates, taking pot shots at them before they bugged out. The ships landed in the large clearing beside the Autumn, their thrusters pushing back a lot of the debris from their makeshift assembly area. The pilot cut the Dauntless's engines as the frigates landing struts settled in the sand below them as loading ramps and cargo elevators began to extend from the ships, so they could begin loading the rest of the supplies, civilians and marines they had managed to gather from the doomed planet.

As soon as they settled down the marines outside began loading the Pelicans, Warthogs and Scorpion tanks they had managed to recover onto the Frigates. A few squads that had been assigned to care for the civilians that had managed to make it to the UNSC drydock had begun to load their civilian charges onto the frigates via the loading ramps. Six made his way down the loading ramp himself passing by the frightened and confused as they made their way into the ships, several marines carrying weapon crates also passing by Six as he looked around.

The drydock looked like it had seen better days than today, much of the structure had been scorched with plasma from covenant seraph attacks, but luckily the massive mass drivers that dotted the rest of the drydock had discouraged the covenant from sending anything much larger than that into take out the Autumn. Though Six knew that it would not be long till they began sending bigger cruisers and carriers to try take out their small fleet while they were still in the drydock loading the survivors onto the ships.

They had to work fast and they all knew that some would be left behind, all they could do now was save as many as possible before the covenant decided to start hammering on their door.

Six continued to watch as weapons and people were loaded onto the ships, the hangar bay doors of the frigates opening to allow the pelicans, longswords and sabers they managed to save to land inside, from what Six could tell Keyes was really planning on taking everything he could before leaving Reach. Six couldn't really blame him, Keyes had no idea what they were going to face once they left the planet and the captain was not taking any chances with anything that might be useful. Six watched as a slightly damaged scorpion tank was loaded onto the Dauntless's cargo elevator, soon to be loaded onto the ship itself. The tank didn't look like it could hold its own in a fight with covenant armor anymore, but while other commanding officers would have labeled the tank as a loss. Both Six and Keyes knew that the tank could be stripped for parts to repair the less damaged vehicles.

"Noble Six, Noble Six!" A voice called out to Six as he turned around to face whomever was calling for him.

He spotted a female marine running towards him, her armor scratched and dented slightly in several places as she sprinted towards the Spartan. Panting heavily as she stopped in front of the super soldier, her hands holding her knees for stability as she attempted to breath in the thick, hot atmosphere of Reach. Six said nothing as he watched the exhausted marine regain her strength, she must have been searching for him for a while judging by how much she was panting.

"What is it marine?" Jason asked in his monotone, uncaring voice as he looked down at the marine, the woman standing back up. Regaining her footing as she looked up at Six.

"Captain Keyes wants you on the bridge of the Autumn sir!" The marine said as she gave Six a tired salute.

Six nodded. "Then lead the way marine." He responded as he felt the planet release another shake underneath his boots, the cries of several children echoing over the sounds of work coming from the marines as the tectonic plates under them shifted as the covenant continued to glass the planet with their hot plasma beams.

Six and his marine guide continued walking through the crowds towards a pelican dropship in the distance, the large troop transport sitting in a makeshift staging were cargo was being unloaded and redistributed amongst the ships so they could break orbit.

Six stepped into the pelican with his marine guide as the pilot closed the cargo bay doors of the dropship as Six entered, his boots tracking sand onto the metal floor of the pelican as it took off, the engines humming and kicking up plumes of dust and debris as began to make its way towards the Autumn, the pilot had to navigate through the mess of air traffic that surrounded the Pillar Of Autumn currently as the air traffic controllers in the hangar bays that dotted the ship attempted to coordinate with the pilots and organize the hangar bays so they could store the maximum amounts of supplies and vehicles before they took off.

Six felt the dropship lurch forwards as the controller gave the pilot the priority go ahead to dock inside of the hangar bay, the dropships engines letting out a low hum as they flew into the bay, the pelicans landing gear letting out a solid thunk as it extended, the dropships engines cutting out as they landed on top of a loading elevator. The elevator slowly lowering them into the vehicle bay proper.

Six stepped out of the pelicans blood tray and what he saw before him could only be described as organized chaos as deck chiefs ordered marines carrying crates and driving vehicles on where to store said supplies. The whine of pelican engines and the low hum warthog engines echoed throughout the hangar bay as Six followed the female marine.

They passed by several marines storing a crate filled to the brim with food supplies with the others, walking through a massive doorway that led into one of the many corridors that ran through the ship's superstructure as Six let out a sigh inside of his helmet. Most of the men now seemed to be just going with it now, not caring whether they lived or died but jumping at a chance to give one last middle finger to the covenant.

Injured marines lay in the hall, some resting while medical teams attempted to treat their wounds with whatever they could find, while others were sealed up in body bags. They couldn't bury them on Reach with the covenant around , so they would be brought to the next UNSC planet they docked at and put to rest finally.

Six continued walking behind the marine as they passed by squads of marines and deck officers as they went about their duties at a frantic pace as Six made his way to the bridge. Soon they came to the bridge, the female marine saluting as Six walked passed onto the command deck, his boots thumping against the metal floors as he watched bridge officers work away at their different stations, completing their assigned tasks as Six made his way to the Captain.

"Mission successful, Sir," Six said as he stood at ease in front of the older Captain, his assault rifle now attached to his back as be looked down at his commanding officer.

"Excellent work Spartan, but now we have very little time. Our little stunt has probably attracted more than a few Covenant ships and I bet they will take any chance to stop us from escaping," Keyes explained as he took his pipe out of his mouth.

pointing the mouthpiece at Six. "Here are your new orders. You and Noble Four are to assist the marines in loading up as much as we can onto the two frigates. The Autumn should be able to take the majority of civilians that arrive here, so your two frigates are tasked with carrying supplies."

Keyes turned to the view screen as it changed to a satellite image of a town nearby. "I already have several marine squads and three Pelicans scouting the remains of this town for food and medical supplies, once they get back you are to load it up onto the frigates, as much as you can."

"When's our launch window sir?" Six asked as stood behind the Captain, watching as the man fiddled with the controls on the view screen. The images on the screen changing to an image of Reach's atmosphere with several covenant ships orbiting the planet.

"Our launch window will be through this weak point our sensors have found in their blockade around Reach, the Autumn will be on point with her MAC cannon fully charged, she will be taking the brunt of the fire as the frigates make their way into slipspace." Keyes explained as Six nodded, watching the simulation on the view screen with his keen augmented eyes.

"Once the frigates are away the Autumn will quickly follow through the collapsing slipspace portal." Keyes said as the simulation on the view screen ended, the screen returning to its default state as Keyes turned around. "The plan will need to be executed quickly and without error, I want us all to regroup on the other side with minimal loss of life." Keyes said in a serious tone as Six nodded. "Yes, Sir." The Spartan said as he saluted.

"You are dismissed Noble Six, evac will begin in about an hour so be ready for the call." Keyes said before turning back to his command console, his hands clasped firmly behind his back as Six walked off the bridge.

Outside - 15 hours since the fall of Reach

"Command this is Kilo 68, I've spotted covenant CCS-Battlecruisers heading our way over." Keyes flinched as he heard the call come over the loudspeaker on the bridge. "It was only a matter of time." He thought as he walked towards the command console, picking up his comm piece. "Kilo 68, fallback to the Autumn," he ordered, before cutting the comm line and turning to face the officer operating the comms console. "Comms, patch me into the battlegroup." Keyes ordered as the bridge crew began to work as fast as they could, their pace more frantic than before as they raced against the clock to get the Autumn ready for launch.

"Your good, Sir!" The officer replied, holding up his thumb as he yelled.

"All hands this is the Captain, we are abandoning Reach. I want all decks at combat alert alpha." Keyes ordered over the comm, the crackling sounds of officers radioing back in the affirmative coming over the loudspeaker as Keyes felt his heart begin to race.

It was all or nothing now.

With that, he cut the line to the battlegroup, his breathing quickening as the bridge crew began to go through the Autumn's take off sequence. The engines began to hum as the call went out the remaining stragglers out on the planet's surface, letting them know the Autumn would be leaving soon and this was their last chance to get to the ships. Pelicans and Marine teams were being recalled as the ships began their priming sequence, their engines letting out a loud hum as the small frigates loaded the last of the supplies into their cargo holds.

25 minutes later

It had been twenty five long minutes, but they had managed to get every pelican and marine squad back onto the Autumn. Her engines were primed and ready for takeoff and the crews of the three frigates had sent the 'systems green' signal to the captain, their engines primed and ready for launch as Keyes looked out of the forward view port on the bridge.

"Helm, get us out of here," ordered the captain as he clasped his pipe in his hands as the engines fired. The Autumn shuddering as it complied the external thrusters mounted to her hull firing as they lifted the Halcyon-class cruiser out of the drydock and into the air. The ship's new engines propelling the ship forward as the external thrusts began to fall off of the Autumn's hull, crashing into the planet below as the main engines of the Autumn were pushed to full power. The large halcyon-class cruiser rocketed forward, followed by the frigates Bismarck, Winter's Wrath, and the Dauntless. Removing the data chip from the ONI cylinder, Keys inserted it into the holotank as they broke through the atmosphere. A purple A.I. appeared almost immediately, her eyes opening as she integrated with the ship's systems.

"UNSC Smart A.I. Cortana online and ready for duty." The small holographic woman said as she opened her eyes and looked at the captain. As she did this the proximity alarm on the Autumn's bridge went off as the exterior sensors detected several covenant CCS battleships approaching the Halcyon-class cruiser.

"Weapons, I want a status update on the MAC cannon." Keyes ordered as he looked down at the A.I.

"Rounds are loaded and charged sir! Ready to fire on your command!" Responded the weapons officer in a panicked tone as they approached the covenant ships attempting to block their path.

"You have the MAC cannon Cortana, I want you to clear us a path through those ships." Keyes ordered as he looked down at the A.I. the woman giving him a soft smile before responding.

"Of course captain, cannon charged and ready to fire…...firing." As she said this Keyes felt the superstructure of the Autumn groan as the cannon fired, the massive shell flying out of the cannon's muzzle at four percent the speed of light, driving its way towards the closest covenant cruiser with a flash of light. The round punched through the cruiser's shields like they were paper, the shell traveling through the ship's hull, ripping through the armor before piercing the ship's reactor core.

A massive explosion soon followed as the covenant ship's reactor went critical, the cruiser's hull crumpling in on itself as the reactor let out a huge ball of blue and white plasma, cooking the shields of the ship's next to it as the Autumn repositioned its main gun for its next shot. The small Paris and Charon-class frigates following closely behind the Halcyon, their own MAC cannons firing their much smaller shells at the covenant corvettes blocking their path.

The Autumn let out another shudder as its MAC cannon let out another shell of concentrated kinetic energy. "Cortana, ETA to slipspace jump!" Keyes yelled as the Pillar Of Autumn began to take covenant plasma fire, the superstructure and titanium armor of the ship shrugged off the intense heat of the few rounds that managed to make contact.

"Just a few moments captain, the frigates are out of Reach's atmosphere and are executing their jump." The Smart A.I. replied in an almost frantic tone as her systems began to take over the point defense turrets that dotted the ship's hull as they approached the covenant blockade. The fifty millimeter cannons spitting out hundreds of rounds per minute as covenant fighters began to swarm the Autumn.

Some fighters tried to pass by the Autumn in an attempt to take on the frigates the large ship was protecting, but they were quickly put down by the cruisers defense turrets as a slipspace portal opened up in front of the smaller UNSC ships. The frigates pushing their fusion powered engines to the absolute maximum in a race against the clock to make it into the portal before the covenant managed to get through the Autumns defensive line.

The Autumn shook once more as its MAC cannon took a pot shot at a massive covenant CSO-class super carrier that was baring down on the Halcyon, the round leaving the muzzle of the massive coil guns as it traveled through space at a fraction of the speed of light. But even at such speeds the round just glanced off of the ships shielding, deflecting off into space as it hit the curved front of the carrier. The sheilds flickered slightly from the shot, but they continued to hold even as the Autumn fired another shot, striking the super carrier directly in the center mass.

"Recharging MAC gun sir!" The weapon officer yelled as Keyes watched the carrier launch another wing of fighters, the Autumns own longsword and Saber wings flying out too meet the enemy in combat as dots of light began to appear in the inky blackness of the space in front of the bridge, each light signafying a burst of energy that was leaving the weapons of one fighter in order to take down another. The Autumn's own point defense cannons took out the fighters that managed to make it past the UNSC fighter squadrons, the comms were a mess with chatter as the pilots attempted to form an effective defense for the Autumn even with their tiny numbers compared to the massive armada that was currently occupying Reach. They did their best though and fought valiantly against the hordes of covenant fighters who began to pick them off one by one.

Keyes couldn't help but flinch a bit as he saw a burst of purple energy, indicating another of the UNSC fighters had gone down in flames protecting their escape. The captain did not like having to throw his men against the enemy hoards like this. But he did not see any other option in order to protect their escape, no people would die here on Reach and never live to see the light of Earth.

"MAC Reactor is hot and ready Captain!" The weapons officer reported as Keyes looked down at the holotank.

"Take that ship down Cortana." Keyes ordered in a flat tone as he gripped his command station, feeling the modified Halcyon-class cruiser shake once again as its coil gun fired another massive slug. This time the CSO-super carriers sheilds were hit directly, causing them to flicker before going offline as the round punched through and peirced the super structer of the ship. But it did not go through, due to the massive size of the super carrier,Feeling another shudder rock through the superstructure of the vessel, Keyes gripping the command console as he watched the round leave the muzzle of the MAC cannon, surging forwards before striking a covenant CSO-super carrier directly, the massive ship's shields flaring once again as they were not fully charged this time when the desperated covenant commander raised them once again as it took the full force of the round punched through the barrier of light, tearing through the hull of the ship before striking the CCS battlecruiser behind the carrier, the round glancing off the sheilds of the second ship before bringing them down with the massive amount of energy that was put behind the slug.

But the carrier was not finished yet, not by a long shot as its engines began to push it forward, the covenant ship slowly gaining speed as it pushed its way towards the Autumn. The ship trailing debris and bodies as it attempted to ram the smaller ship.

"All frigates away captain." Cortana reported as she directed the point defense turret fire forwards, the fifty millimeter cannons striking the vessels hull with hot rounds in an attempt to slow it down. The Autumn rocking as several plasma rounds hit the ship's hull.

"Cortana, get us out of here!" Keyes yelled as a plasma torpedo exploded near the command center, causing bridge alarms to blare as the halcyon began to make its way to the collapsing slipspace portal at full speed, the super carrier trailing behind it.

The A.I. turned to him and smiled. "Of course captain." She said as she directed all power to the fusion engines, pushing the ship's engines to the limit as they sped towards the portal at break neck speed.

The Autumn managed to make it into the portal before it collapsed in on itself, Keyes couldn't help but let out a sigh of relief as he felt the portal tug them into its gravity well. The portal soon closing behind them but before it could close completely, the supercarrier behind them manage to get half way in before the slipspace portal completely closed around it, cutting the massive ship in two as it began to hurtle towards the Autumn at FTL speeds. The portal must've damaged the covenant ship's drive core because as it began to close in on the Autumn at an almost breakneck pacethere was a sudden explosion that enveloped the remains of the carrier.

"Assessment!" Keyes yelled as he watched the scans on the view screen, the shock wave from the slipspace explosion moving in on the Autumn as they rocketed through FTL.