A/N: Ok so reviews so far sound good and I know some who have known about this fic has been waiting for it, but from here on out this is where I get kinda nervous since this is my first Halo-crossover so please forgive any mistakes…it's a learning experience which I hope I can use to make better chapters later. So without further delay we bring you Lelouch on his first mission with a familiar Freelancer.

Chapter 2

Agent Zero

September 20th 2542: UNSC colony world Emerald Cove.

The sun had set while below a hidden research base located seven miles outside of Holetown in the region of New Barbados…a long figure was moving through the main sewage pipes attempting to infiltrate the structure above him. Unknown to most the Office of Naval Intelligence had a research facility dedicated to the study of alien artifacts and technology, more specifically Forerunner, but with the ongoing war Covenant technology had been finding its way to the facility to be studied while engineers and scientists attempt to reverse engineer it.

But to recent activity in neighboring colonies by the Covenant the world had been abandoned since it had no military importance to the UNSC and thus wasn't worth maintaining a military presence, however the ONI research base needed to be destroyed and was thus scheduled to self-destruct.

However something went wrong.

As the last ships were leaving the planet all contact from the ONI research base dubbed Avalon Base was lost and the base thus far was still intact. In response the Office of Naval Intelligence ordered an agent from Project Freelancer to go in and investigate as well as ensure the complete destruction of the base and the recovery of a special artifact within the base.

The Director responded by dispatching one of their best on what would be his first official mission while he would personally oversee the mission from orbit aboard Freelancer's mobile command base a modified Paris-class heavy frigate named the Mother of Invention equipped with prototype stealth capabilities making it ideal for use in black operations.

On the uppermost section of the ship was the bridge where standing at the edge of the observation deck while crews maintained the ship's position in orbit around the planet Director Church stood looking down at the planet while he punched in codes on a small control console in front of him on the railing bar before the window to open a secure line with his agent on the ground.

"Agent Zero this is Command…please respond."

"This is Agent Zero I read you loud and clear Command."

"What is your current status?"

"I am currently moving through the sewers below the base…on schedule, but our initial suspicions have been confirmed."

"I see, so the Covenant are on the planet."

"Yes sir and judging from what I am finding so far they are in control of the base…its likely they are part of some kind of scouting force that must have infiltrated the planet possibility in search of the facility. They may have already alerted their superiors to the base existence, but judging from the light damage outside and the signs of battle in here I think they decided to be a little ambitious and seize the base to prevent its destruction. Now the enemy is most likely trying to acquire what's contained inside while waiting for pick up."

"That confirms what we have noticed up here as well…long range scans as well as a report from a small fleet engaging in a battle in a nearby system that a Covenant Fleet is on the way."

"ETA?"

"We estimate at least two hours."

"I'll double time it sir."

"Please see that you do…this ship may have been built for stealth operations, but it can't weather an enemy fleet, so you have one hour to complete your mission."

"I understand sir, Agent Zero out."

Inside the sewer Lelouch-000 dubbed as Freelancer Agent Zero moved silently through the wide tunnel he was in as water rushed pass his ankles. The twenty five year old boy was currently wearing a prototype MJOLNIR Powered Assault Armor a custom R variant possessing newly devised shielding technology and an experimental active cloaking device for stealth.

The armor was primary black with some gold outlines in the detail while on his left forearm was a TACPAD.

"One hour…seems like a lot of time." A second, albeit a more digital, voice commented.

"Not really." Lelouch replied.

"What do you mean…the fleet could show up sooner?"

"That and there is the possibility the enemy might have some surprises in store…if they came to this planet for this base then we can expect some Zealot class Elites."

"All things considered I can say that's a good bet, so what's the plan?"

"Well…hey Maine what do you see?"

"The Covenant seems to have two to three squads gathered in the main motor pool inside the base's perimeter."

Agent Maine replied while lurking in a hidden vantage point just outside of the base wearing his own unique prototype set of MJOLNIR armor, but his was a V variant of the armor with a unique helmet that had a large sphere-like visor. The colors of his armor was almost all white save for the gold visor and some brown on the shoulders and the black under suit he wore underneath the black plates of armor.

"Do you think you can distract them?"

"Do you need to ask?"

"Nope I guess not."

"Ok that's just cruel…" The electronic voice inside Lelouch's helmet spoke.

"What…are you worried Maine will get killed?"

"NO idiot…I mean it's cruel of you sending Maine to attack those guys. He'll mop the floors with them."

"That's the whole idea Alpha."

"Right…those poor bastards." Alpha replied half-jokingly and sarcastically.

As Lelouch-000 with the Alpha A.I. aiding him began to infiltrate the fifty story-tall research lab and military command center building Agent Maine went to work to draw the enemy's attention. After sneaking inside the courtyard of the base near the motor pool he was stopped when he heard an Unggoy holding a plasma pistol asked in a meek voice.

"Hold it…"

Maine turned his head seeing the trembling Grunt holding the small weapon to his face, but without a moment's hesitation he growled before swatting the pistol from the alien's small hands before seizing him by the neck.

Seconds later a group of three Sangheili elites were standing by a ruined Jeep checking in with one another after conducting a routine patrol around the motor pool while also checking on the other members of their party guarding the base as they awaited the rest of their fleet to arrive. After their journey to this planet and its research facility was one-way due to their method of travel using disguised drop ships camouflaged as asteroids so they could avoid detection.

Although their original purpose was to verify the presence of Forerunner artifacts on the planet, but with the humans abandoning the world they acted to secure the building to ensure anything of value could not be destroyed knowing they would likely destroy it. Now all they have to do is hold the facility until the recovery fleet comes for them.

But the Covenant was about to find holding the ONI research facility and base would be more troublesome then they could have imagined.

A terrified Grunt flew through the air and landed in between the three Elites who looked down at the stupid creature, but they soon saw that four plasma grenades had been stuck to the chest of the small alien and were about to detonate.

The resulting explosion knocked the Elites off their feet stunning them while severely wounding one of them.

And then it began as Maine emerged from his hiding place throwing a grenade at a group of four Grunts before opening fire upon the downed Elites using his Battle Rifle aiming for the heads with precision shots, but using one of the two plasma grenades he took from the Grunt he seized he slapped one onto the groin area of one of the Elites that had been recovering faster than the others knocked off.

Two died from head shots while the last one had his lower torso blown apart.

The base now alerted to the intruder began scrambling to deal with the threat as the Freelancer pressed his attack switching to an MA5B Assault Rifle, equipped with a M301 40mm Grenade Launcher replacing the flashlight attachment, to mow down a pair of fleeing Grunts before four Jiralhanae Majors were rushing towards him. One of the large bulky aliens armed with a Type-25 Grenade Launcher, otherwise called a Brute Shot, fired a round at the white armored Spartan.

However Maine replied by kicking one of the dead Grunts he had killed into the path of the incoming grenade coming at him. The Freelancer countered by throwing its second Plasma Grenade tagging it onto the Brute's head before it exploded. The remaining Brutes unfazed by the death of their comrade in fact became determined to avenge their comrade instead.

The remaining Brutes armed with Type-25 Carbine, Spikier Rifles, opened fire on the Freelancer as Maine ducked behind a Forklift, but not before tossing a grenade at the trio. But as the Jiralhanae Majors dived to the sides to evade the Freelancer fired a grenade from his rifle mounted launcher striking one in the head before emerging after the grenade he had tossed earlier exploded.

As they were momentary dazed from the explosion Maine moved in and unloaded the rifle's entire clip into them downing two of them before throwing his rifle aside to draw his combat knife and drive it into the exposed head of the last Brute after his grenade had knocked the alien's helmet off. More Grunts and several Elites were coming to engage the lone Spartan, but in response the Freelancer picked up the Brute Shot and began using it against the oncoming aliens.

Inside the building as Lelouch was ascending the stairs making his way towards the main research labs, but even where he was the Spartan could hear the sounds of explosions from the Freelancer's attack obviously doing a very good job at distracting the enemy.

"Damn Maine…what enemies will remain for us if he keeps butchering them?" Alpha commented.

But just as he spoke, Lelouch suddenly took out a knife and trusted it to his left, to where only air was. However the combat knife rather than passing met resistance and sunk into something followed by what seemed to be blood oozing out. This something dissolved, as a cloaking crumbled and revealed a Stealth Minor, his body crumbling to the ground as the knife of the Freelancer had sunk into his head to the hilt. As Lelouch pulled his knife out, he couldn't help but mutter.

"…I guess that I'll have the deal with the competent ones. Let's do this…"

Eventually arriving on the 41st floor of the building the Freelancer reached the a hidden entrance into the research lab which was directly below them inside the Men's restroom while below outside metal vault-like doors leading into the research lab. Where an Elite Zealot-class overseeing a group of Grunts using tools as they were obliviously trying to force their way into the research lab, but so far they have met with limited success.

But the doors weren't going to hold for much longer as they had succeeded in cutting their way through the eight of the nine armored doors protecting the research lab and other classified materials.

"Alright Alpha get me inside."

Lelouch said as the AI within his helmet began unlocking the hidden entrance which was originally met as an escape route for researchers and importance officers, but likely due to the sudden attack since they were in the middle of abandoning it to self-destruct it no one would really use it.

"Bingo, open says-a-me."

The floor titles descended a few inches before sliding to the side revealing the hidden escape door for the lab below. After the hatch was open the Spartan Freelancer entered and found the lab to be untouched save for some papers knocked to the ground clear signs that the original researchers were rushing to gather important research papers and belongings during the evacuation.

Yet while they took just about everything else that seemed important they left behind a valuable Forerunner Relic which Lelouch discovered hidden behind a sealed glass chamber…the item in question was a large cube-shaped device of some kind with glowing rune like patterns possessing the Forerunner Emblem on the sides.

"Ok give me a few minutes and I'll open that for you."

"No time…" Lelouch replied drawing his M90 shotgun and using two well placed shots to blast his way through the thick glass.

"Ok then…" Alpha replied, but didn't overly object as Lelouch claimed the relic putting it inside the combat container he had on his back. Not before removing the one of the time items he was carrying and that was a Semtex Bomb with enough C-12 explosives to destroy the entire floor. Before he went to set the charge he removed Alpha from his helmet and inserted him into a database terminal inside the sealed room.

Once Lelouch finished arming the bomb and setting the timer he spoke to his digital companion.

"Alpha have you already finished cleaning out the lab database?"

"Just finished and I have also taking the liberty of wiping out the entire base's database of all data, just in case."

"Alright…let's get out of here."

Lelouch replied as he retrieved Alpha before the duo escaped through the hidden escape route. Moments later the ninth armored door finally gave way as the Grunts rushed into the lab with the Zealot Elite following right behind them. As it approached the broken opening in the containment glass the Zealot noticed the bomb on the ground two seconds before it detonated.

The explosion shook the entire building devastating the entire floor causing the windows to shatter. Below Agent Maine, surrounded by two dozen dead aliens, killed another Elite with a point blank shot to the face with the Brute Shot before spiting open a Brute's head from the chin up with the blade on his new weapon as it was about to strike him with a Gravity Hammer.

Seeing a Minor Elite aiming a Fuel Rod Launcher at him the Freelancer kicked a dead Grunt he had killed earlier into the path of the oncoming round taking the shot meant for him. Holstering his new weapon and picking up a Shotgun he had claimed from the body of a dead Marine he had come across he proceeded to rush towards the building blasting his way through six Grunts.

The Elite armored with the Fuel Rod Gun tried to attack again, but Maine was on him punching him in the face before shoving the shotgun into the creature's mouth and pulling the trigger ending the alien's life. A seventh Grunt was running up to him on a suicide run holding two live Plasma Grenades, but the Freelancer Agent replied by using its now depleted shotgun as a golf-club hitting the Grunt hard enough to send it flying clear across the yard where its grenades detonated a safe distance away.

Entering the building the Freelancer began searching for a quick way to reach the roof.

Meanwhile around the same time Lelouch arrived on the top floor of the fifty story tall building giving the black armored Spartan an excellent view of the surrounding area including the base around the foundation of the building he was standing atop of. The Spartan was busy activating the second item he had brought with him for the mission…a portable transmitter.

After a flick of the switch the device began beeping.

"Alright, we are done...where is our ride?" Alpha commented, but Lelouch readied his weapon as he turned to the door he had just come out from not too long ago hearing the sounds of rushing feet.

"We might have a slight delay."

Plumping back on his shotgun Lelouch blasted a Grunt that had emerged from the stairwell sending the alien to meet its maker, but knowing there were likely more behind him the Spartan hurled a grenade into the open door bouncing it off the door frame. The grenade went off just as two more Grunts came up, but after quickly making short work of small aliens Lelouch realized something was wrong.

Feeling something behind him he turned around in a snap firing off another shotgun round where the shot impacted something that was invisible behind him as an invisible Zealot Elite dropped to his feet after taking a shotgun blast to the face at point blank range to the face. At that moment four more Zealots deactivated their camouflage before moving to engage lone Spartan.

Drawing energy swords the three Elites rushed at the Spartan while Lelouch discarded his shotgun taking the energy sword of the Zealot he had killed moments ago to engage in melee combat with his foes as he ducked to avoid one swipe of his enemy's blade before cleaving the Zealot in half through the mid-section and parrying a blow from the second.

The third Zealot moved in to support his comrade, but Lelouch dropped a grenade before backing away from the second Zealot to give himself some space and to get clear of the grenade he had dropped. The grenade detonated stunning the second Zealot slightly while the third backed away to escape the explosive fragmentation grenade, but Lelouch seized the opportunity and ran his blade through the second Zealot killing him before the third could stop him with the two engaging in a fierce energy sword duel.

Around the same time inside the elevator shaft Maine was standing atop of an elevator car looking for a quicker means to reach the top of the building to rejoin his fellow Freelancer agent for EVAC. He had an idea, but anyone who might have been watching might have dubbed him insane, but for the Freelancer it was rather typical of him.

Using a small M6 sidearm he taken from the body of a fallen Marine he had found near the elevator he proceeded to shoot the cables of the elevator, but upon pulling the trigger of the last one he dropped the weapon and grabbed the Fuel Rod Gun by the barrel before he was yanked up the shaft at increasing speed heading for the top.

Back on the roof Lelouch grabbed the second energy sword as he fought the Zealot who was proven to be extremely skilled and a capable fighter. He had been fighting the towering alien for a good two minutes parrying the Sangheili's attacks while his alien foe did the same. Finally after catching his foe's blade with his Lelouch made an opening by kicking the creature in the stomach and running the blade through killing the Zealot.

But it wasn't over as two more Zealots arrived on the roof one of them armed with a Fuel Rod Gun while the other was carrying a Type-51 Directed Energy Rifle. Lelouch was without a ranged weapon at the moment, but two quick explosions seized their attention as all eyes looked to the machine house where the components for the elevator system was located as a large explosion tore open a large hole in the wall and the ceiling.

Suddenly three green globs-like shells flew out from the hole at the two Zealots as the green globs hit the ground by their feet with the resulting explosions killing the Zealots. Maine walked out onto the roof to casually join his fellow Freelancer after throwing the depleted the gun to the side.

"Your timing was surprisingly perfect." Lelouch commented as Maine merely shrugged his shoulders.

"Transmitter is running…I say we got less than a minute now." Alpha warned.

"That's fine our ride should be here."

Suddenly an unexpected surprise came when four more Zealots followed by one Zealot who was obviously the leader possibly a Field Marshall made his way onto the roof escorted by two Elite Minors, but one thing they all had in common was that they were all armed to the teeth with Plasma Repeaters, some of them were even dual-wielding a pair.

"I guess you missed a few." Lelouch commented jokingly.

"Shut up."

Likely the explosions drew them up here although it was surprising they weren't drawn to the battle Maine had started in the motor pool on the ground floor.

Unless they were either occupied with something else like searching the base for anything else of value or something else was happening.

If anything Lelouch knew besides the computers in the research lab all of the other computers and databanks within the building had been wiped out…at least before the Covenant struck before they could destroy the research lab and move out the relic or they had managed to wipe the computers before the Covenant seized complete control of the building.

Either way their situation wasn't good, but it didn't matter.

Nodding to Maine…the two Freelancers turned and ran for the edge of the building before jumping off the edge leaving the Covenant aliens wondering what had just happened…did their foes commit suicide to avoid capture and interrogation. But moments later the roar of a black D77-TC Pelican dropship soon followed by seeing the craft quickly speeding away from the base where at that moment a series of laser designators shot down from the sky around the entire base slowly closing in on the building…the Elite uncertain of what it was stood ready for anything, but up in orbit…nothing could prepare them for what was about to happen.

High above them the Mother of Invention was positioning itself as the targeting lasers for its shipboard Magnetic Accelerator Cannon with the transmitter planted by Lelouch upon the roof of the building provided a target point for the ship's targeting computers to lock onto.

"System ready…acquiring target." A female computerized voice spoke as Director Church stood on the bridge looking down at the planet waiting for target acquisition.

At the same time on the planet below the lasers came together locking onto the transmitter Lelouch left as the Field Marshall approached the small device while back in space.

"Target locked…"

"Fire!"

"Firing main cannon." The computer replied before a MAC round was fired from the ship where seconds later on the planet below the Field Marshall looked up seeing the round coming at them fast from orbit about to hit in less than a second.

"Yark…"

After those final words the MAC round hit its mark vaporizing the Field Marshall instantly and wiping out the remaining Covenant around him while the round completely pierced the entire building shattering all of the windows completely devastating the interior while an explosion erupted from its base destroying most of the area around it.

Seconds later the entire building collapsed.

Aboard the Pelican as it made for orbit to rendezvous with the Mother of Invention Lelouch and Maine sat in the back of the dropship relaxing after successfully completing their mission, but as the ship climbed higher the black armored Spartan removed his helmet allowing his black silky hair out into the open air before leaving his helmet on his lap.

"All that racket you caused and those guys didn't come down?"

"So sue me…we got the job done." Maine shot back.

"I suppose we did. We have the relic and Alpha downloaded all of the relevant research data."

Aboard the Mother of Invention as the ship awaited the dropship before it would depart the system while they still had a good deal of time left over before the Covenant would arrive in mass. Director Church was pleased with another successful mission under the organization's belt and now it would secure more additional funding for the SPARTAN-III program.

Following the success of their agents in the field Project Freelancer was officially reorganized into the SPARTAN-III program with Director Church in charge of its operation in 2531 with Lelouch becoming the first of a new generation model of Spartan with an improved and superior form of augmentation developed by the Director himself and new technologies developed as well as a result of research and experiments carried out by Project Freelancer.

Director Leonard Church's proposal for his own re-envisioned Spartan Program overshadowed Colonel James Ackerson own proposed version of a Spartan program that would be focused on trading lives for time, but the proposal the Director presented was much more efficient and in the long run far more effective especially giving the growing war with the Covenant and the breakthroughs made by Project Freelancer.

Lelouch-000 was the first of many new Spartan third generation super soldiers, each them likely to soon undergo a more mainstream version of the Augmentation Process used on him which was not only painless and a survival rate raised to one hundred percent, but any negative side effects were greatly reduced.

Now Senior Chief Petty Officer Mendez and Kurt-051 and others including Daisy-023 was now training the new generation SPARTAN-III super soldiers. All in all it has been a good couple of years for the Director, but he wished he could say the same for the rest of humanity in their war with the Covenant.

'But soon we'll change all of that…we'll turn the tide of this war soon.'

In the Mother of Invention's docking bay the Pelican Dropship landed followed by the boarding ramp being lowered to allow its passengers to disembark the craft as Agent Maine and Agent Zero began making their way to the bridge. Soon the new men arrived and upon meeting the Director the two Spartans salute their superior.

Director returned the salute before addressing them. "Well done gentlemen I am pleased with your accomplishment."

"Thank you sir." The two Agents replied.

"The relic if you would please Agent Zero." The Director requested as Lelouch handed the relic to the Director who took it before placing it on the navigation table next to him. "You two have done well…go and get some rest we'll be leaving the system and begin our return home…dismissed."

"Sir!" The two Spartans saluted before proceeding to leave the bridge, but the Director stopped Lelouch.

"Lelouch a word through…"

Maine nodded to the young Spartan before leaving the bridge as the black armored super soldier approached the

"First off I wish to inform you with advances in research we should be able to complete the ship on schedule within two years."

"Then you it will be completed?"

"Yes…if things go well, the Flying Dutchman will be ready soon…I have been reviewing your suggestions for a captain alongside with the list I have produced, but I wish to inquire about one of the candidates you have selected."

"I told you he wasn't going to go for it." Alpha commented, but Lelouch ignored it.

"With all due respect sir, of all the candidates, she's the most ideal one. Even if she's rather young for the position, she has proven herself daring enough to do what's required to preserve this ship and the lives aboard. I expect the usual idiots to raise a stink because of her being chosen for this."

"We'll see, but we'll make our selection upon the ship's completion…I believe she is still in the academy? The obvious lack of combat experience concerns me."

"She is sir and I understand your concerns, but so far…in her first year alone…her scores in exams and in simulator rounds including how she conducts herself in live-field command tests trips…I think she'll make an ideal choice."

"We'll see…if this choice of yours proves exceptional I'll reconsider, but the ship itself is a long way off from being completed in any event so I'll keep it under advisement."

"I still say you picked her because she has a pretty face." Alpha joked while Lelouch wanted to shut the AI up, but he restrained himself in front of his superior.

"I understand sir…"

"Very good son…you are dismissed." The Director replied before Lelouch left the bridge as the older man turned to the relic on the table next to him.

"Another step closer to it…just wait a bit more, Kat." The Director mused to himself quietly as he held the relic in his hands.

A/N: Ok Lelouch and Agent Maine working together, dear god there wasn't anyone left especially with Agent Zero and the famed 'Halsey's Monster' teaming up for the mission acquiring his signature weapon. For Maine and the moniker given to him will be elaborated upon in a later chapter with a back-story I strived to perfect as best as I could to reflect him in a dark light. I hope things with this chapter were acceptable, but hey any suggestions or ideas to improve the story let me know and review please. I'll post the third chapter soon.