A/N: And here is Part 3 in the "Operation Imperial Will" arc of the story and I can honestly say that it was not easy to write. I just hope it is enough to keep you entertained.

Now... I must point out that I find it very funny that some of you say that "The UNSC is TOO overpowered", while others say that the "UNSC should be more powerful at this point in there history"

To the "Too Overpowered" camp: The UNSC does access to Forerunner technology and had almost a hundred years to develop it to their liking. Besides, when you face off with a coalition of alien species hell bent on humanity's extinction, as well as a weapon that could out all life, anything else cant really come close now can it?

To the "Not Powerful Enough" camp: Okay really if I had the UNSC as powerful as you say they should be then this story should just march strait to Imperial Center and nuke it. The it would not be much of a story now would it? Or even interesting?

Either way this is MY story and I will try to keep it on cannon as much as I can. Even if it really does make the UNSC powerful and I will quote the great thinkers of D-Generation X when I say "If you are not down with that, I'VE GOT TWO WORDS FOR YA!"

You can guess the rest, but enough of my rant. On to the third arc:

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[ Operation Imperial Will: Danger Close ]

"S... Sir... the... the entire landing force has been completely destroyed." a now shocked Pellaeon gasped out, as she stood near one of the stations on the bridge attempting to monitor the progress of the Imperial landing force.

The hope was that with the fleet split in two, then the Terrans would have no choice but to split up their forces as well to deal with both the Imperial fleet, as well as the landing force that would have been in position to conduct landing operations. Unfortunately for the Grand Admiral his plan was quickly and literally shot too pieces, as the invasion force soon fell victim to the numerous defense platforms that surrounded the planet. Over two hundred vessels had either been literally been ripped apart and had been completely destroyed, or severely damaged to a point where they might have well been listed as lost in action..

Half a million Storm Troopers, many of which were seasoned veterans of numerous campaigns during the Empire's expansion into the unknown regions of space, were now dead. While billions in Imperial equipment and vehicles were now nothing more that scrap metal drifting aimlessly through the vacuum of space. These were losses that could not have been easily replace, as well as a grim reminder that these Terrans and there UNSC were a force not to be taken lightly. It was a mistake that the Grand Admiral himself had just made and was now regretting it.

But even though the Imperials had taken heavy losses, their were still a lot more of them, than there were Terrans. They still out numbered the UNSC force by over two to one and even though the main landing force was gone, there were still enough troopers on each vessel to make an small army. It was at that point that a plan began to form in the Chiss' head. But more importantly, the Terran fleet was now in range of his fleet's weapons. Maybe there was still a way for him to turn this disaster into a potential victory.

"What is the current status of the fleet and the Naboo assault force?" Thrawn asked the captain in a neutral, all be it calm tone. As if the news that the entire landing force being wiped out had little to no effect on him. Pellaeon paused for a moment to regain his composure before he replied., "There are only thirty vessels left over Naboo and their fighter wings are still on course to engage enemy platforms."

"Contact the ship commanders." the Chiss ordered. "Have our vessels coordinate their fire with the fighters and engage the Terran fleet. Have the task force over Naboo do the same, but inform the captains that I want boarding parties assembled and ready to be deployed."

"Boarding parties, sir?"

"Yes." the Chiss replied, "I want them to capture those platforms."

"Capture them, sir?" Pellaeon replied, surprised and both puzzled by the Grand Admiral's statement.

"If we can gain control of those stations, then we will have gained the use of those coil guns." Thrawn began to explain, "Hence, giving us a powerful weapon to use against the Terrans."

There was a bit of a pause, as the human commander took a moment to think about what his superior had said to him. "Understood sir." the captain replied, before he went off to carry out Thrawn's orders.

Moments later the remaining Imperial fleet moved into firing positions and began to select their targets, while a massive fire fight raged on between Imperial TIE fighters and UNSC SCF-44C space superiority interceptors. But even though the Terran fighters were out numbered almost ten to one by the TIE fighters force, their combination of speed, armor and fire power manged to level the field against their Imperial counter parts.

Suddenly the space in between the two fleets erupted into a massive show of light and color, as the Imperial fleet finally came into firing range and opened up on the UNSC vessels. With two or more Star Destroyers coordinating their fire on a single Terran vessel. To the UNSC's credit, their Forerunner designed shielding systems were able to withstand the Imperial onslaught and absorb most of the punishment., but there was just only so much punishment that systems could take and not every vessel there was equipped with the Forerunner inspired technology. The older vessels in the fleet that were still using Covenant inspired shield generators, were not as fortunate and even though they were able to provide some protection, they eventually began to fail. Leaving a number of vessels to fall victim to the Imperial onslaught.

Several destroyers were forced to break formation when their shields failed, their now unprotected hulls exposed to the numerous turbo blaster impacts they had sustained. While several more were literally ripped apart as they spun wildly out of control into space. Numerous escape pod being ejecting as they did so. Another destroyer was not so lucky as the beams of concentrated energy found its fusion reactor, which cased it to become a new star for a just thirty seconds, before it faded out of existence.

The battle cruisers Amato and Nightshade soon followed suit, as too they fell victim to the concentrated fire from no less than ten Star Destroyers with predictable results. Both of them falling out of formation and escape pods being jettisoned from their hulls, as their crews tried to escape their doomed ships. While the Admiral Gorshkov, an older 'Rock of Gibraltar' class Super Carrier that was still in service and sister ship to the Barbarrosa, was split in two as a result of the Imperial's concentrated fire. Both sections drifting aimlessly for a moment before the rear section exploded, as more blaster fire impacted it's hull.

In all fifteen vessels had been destroyed, while another twenty-three were forced to with draw from battle due to the extent of their damage. In all approximately twenty percent of the UNSC fleet had been effectively been removed from battle, it was a fact that Donahue was aware of and did not give her any comfort to say the very least. She needed to widen the gap between her fleet and those Imperial guns, and get her fleet to safety.

"Freddy," Donahue began. "Contact our birds and tell them to hang close. Arm all Crossbow pods and target closet enemy capital ships. Have them fire when ready."

The M35 "Crossbow" missile pod was the latest generation of ship to ship missile launch system to enter service with the United Nations Space Command Navy. With upwards to fifty missiles stored within a single pod, with each missile armed with a nuclear war head with a yield of only 35 megatons and reaching to a velocity of fifteen percent the speed of light, the Crossbows were a far cry from the Archers that had been used during the Covenant war.

They many not have been as fast or as powerful as their "HYDRA" counter parts used on the LCVs, but they still were able to pack a serious punch. The only real draw back to them was that they had a relatively short range when compared to the HYDRA, making them the perfect weapon for the UNSC to use in situations just as this. Besides, MACs were not the only thing that UNSC warships were about and Donahue was about to let the Imperials learn that fact the hard way.

On board the Chimaera, the entire bridge were letting loose with small cheers of satisfaction, as they saw a number of Terran vessels either fall out of formation or be destroyed out right. It was a much needed distraction from the fact that the entire landing force had been wiped out, as well as a much needed boost in their moral. But while the bridge crew of the imperial star destroyer were celebrating their small victory, Thrawn was far from a celebratory mood as he knew that this battle was far from over.

So far the only thing that the Chiss admiral was able to learn from this particular battle, was the very same conclusion that he had came to when he first began to study them. Not only had they manage to surprise him with their ability to strike at long distances, but they had also managed to destroy a large number of his vessels in a short amount of time. Now they had their fighters mixing it up with his fleet's contingent of TIE Interceptors and even though the TIE had a larger force, the Terran fighters were still proving to be more than a match for them. As a matter a fact, from the reports they were getting the Terrans were actually getting the best the Imperial fighters.

These Terrans and their UNSC were proving to be more of a challenge that he had previously thought, maybe that was one of the reasons why the Emperor was so keen on declaring them a threat.

"Enemy fleet is moving off, they will be out of range in two minutes!" one of the bridge crew call out from his position, once again bringing the Chiss out of his deep thought.

"Looks like we have them on the run." Pellaeon commented, sounding a bit surprised by the actions of the Terran fleet. "I guess those coil guns are the only real weapon that they have."

"I would not be so of that." Thrawn replied, "I highly doubt that the Terrans would face us head on, unless those coil guns were the only real armament they had at their disposal."

"Sir! Enemy fleet is firing!" the same officer from before exclaimed. Catching every one off guard once again.

"Coil guns again?" the captain of the Chimera asked.

"No sir!" the young man replied, "Enemy is deploying missiles! And a lot of them!"

"Missiles?" Pellaeon gasped in surprise, as was ever sense of security he had was now being replaced by that of dread. But before anyone could react the Terran vessels once again let loose with their deadly cargo.

This time though, in the form of hundreds of missiles which took only a few seconds to reach their targets. The Imperial Fleet, already battered and weakened by the MAC assault, did not even have enough time to react as a wall of blue and silver struck the enemy fleet with a vicious fury that made the MAC rounds look like nothing. Suddenly the space around Thrawn's fleet was lit up with hundreds of nuclear explosions that which created the effect of a massive new star forming within the Naboo star system. But instead of hydrogen, another one hundred and thirty imperial vessels and their crews burned in its place.

Many of them taking multiple direct hits and vanishing completely in a bright flash, while other vessels soon found them selves as nothing more than massive floating tombs. Their crews either dead or dying painful deaths due to the massive doses of radiation they had been exposed to.

But while Thran's main fleet burned, the task force that was assigned to take care of the Planet's Orbital Defense Platforms, were experiencing difficulties of their own. Even though the ODPs did not have any fighter cover to protect them, the defensive systems on board each station were proving to be more problematic for enemy force. Couple with the fact the LCVs were already harassing their vessels and intercepting any and all boarding craft that were being launched and the would be "Invasion" force was slowly in the process of being completely wiped out.

But while the battle for Naboo seemed to be a lost cause for the Empire in space, there was something taking place on the planet's surface that could quite turn this humiliating defeat into some form of a victory.

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( Meanwhile. Twenty miles outside Theed.)

"Enemy patrol have passed, get ready to move out." a humanoid figure said in a hushed tone, as he informed his fellow companions about the passing RNDF patrol. A patrol that was quite possibly looking for them, as they used powerful spot lights to shine into the dark, heavily wooded area where the group was hiding.

It was just half an hour ago that this group, elements of the infamous Emperor's Hand, had touched down on the planet's surface. Using four modified TIE-Bombers which were converted to carry up to five passengers a piece, they had managed to escape the battle that was raging in orbit to conduct an operation that was the brain child of Dath Sideous himself. Although the taking of Naboo would have been a major victory for the Empire, the Emperor was more interested in striking a bigger blow to the UNSC and more importantly, the Jedi.

For located just a few miles outside the Naboo capital city, was the one of the very few symbols in the Galaxy that the Jedi Order was not only still alive, but still very active in recruiting new members into the order.

Sometimes known as The Jedi Apprenticeship Academy, it was the only place within the free galaxy where the Jedi trained the next generation in the ways of the Order and the light side of the Force. But unlike the practices that were done in the past persons who attended the academy, were usually approached by the Jedi at an age where they and their families could decide weather or not to join the Jedi Order. Another thing that really set the academy apart was the fact that unlike in the past, where new "conscripts" had absolutely no contact with their love ones, new Padowans did have the ability to keep in contact with their families. Even children who were born to a Jedi parent or parents, attended the the school in an attempt to follow in their foot steps.

But tonight, the next generation of Jedi would become the target of the Emperor's Hand. A group of force sensitive individuals who were recruited and trained by the Emperor himself, to carry out missions that were secretive in nature and often always dangerous. Skilled in the art assassinations and combat, it would be this group who would be acting on the Emperor's behalf , attacking the academy and killing all those inside. They may have been in training, but they were still far from being considered Jedi Knights, let alone Maters. While the Hand were all seasoned assassins and solders who had carried out numerous operations all over the galaxy. In short it would have been nothing more than a massacre, with the Hand adding another victory to their already impressive (If not infamous) repertoire.

Taking a few moments to ensure that the area was clear for them , the entire group got up from their positions and began to move in the direction of their target, but they were not alone. For with them were a group of Naboo that Imperial intelligence had been in contact with for months and classified as Imperial supporters. They wanted to get the Jedi and the UNSC off their world so that Naboo could take its rightful place as a member of the Galactic Empire. To do that though, the two groups would have to do much more than just kill some Jedi and more would needed to be done before Naboo was "Free from Terran oppression."

For now, the academy and its Jedi occupants would have to do. Piling into some vehicles that had been supplied by the Naboo, the group consisting of twenty "Assassins" and eighty plus"freedom fighters" began there short drive towards the Jedi.

"How far is the target?" Jeng Droga, a rather large individual and leader of the Emperor's Hand contingent asked one of the Naboo fighters, as the group he was with traveled within the confines of what appeared to be a Terran built vehicle.

"Twenty minutes." Castor Vndel, the leader of that particular group of "fighters" replied, as he looked over his blaster rifle. Just one of many that his 'resistance' group were able to acquire from questionable sources. "The Defense Force and the UNSC have ordered the general population to stay in doors until further notice."

"What about those patrols." the intimidating man questioned, referring to the patrol that had passed them just a few minutes earlier.

"Just a random patrol." the Naboo replied, "We will have to abandon our vehicles and go the rest of the way on foot. The military have set up a number of check point in and around the city, a group of unmarked civilian vehicles traveling during a state of emergency may cause us more trouble than we need."

"What about at the Jedi facility?" another Hand member by the name of Mara Jade asked, as she proceeded to tie her flame red hair into a small pony tail.

"From what our insiders in the RNDF have told me, neither they or the UNSC have been asked by the master of the academy for any form of protection." Caster informed the duo.

"But that does not mean this shall be easy." the fiery red head commented, as she took the time to check over her light saber.

"Indeed." The Naboo commented, "It is said that the academy's head master was the very same person who trained the head of the Jedi council, during the time of the Republic and from what I have heard, his wife is also just as skill as he is."

"That may be true, but there are twenty of us and only two of them." Droga replied rather confidently. "and most of the students who are there are no where near as skill as they are."

"Even so, we must still proceed with caution." Mara told him, "These Jedi are not to be underestimated."

Within a few minutes the two groups arrived in a small clearing somewhere deep within the forest, far away from any would be patrols that might have been in the area. Upon exiting the vehicles, members of the Naboo rebel force took said vehicles and proceeded to hide them in the surrounding vegetation. While the remaining rebels and the Emperor Hand got there gear together and proceeded to enter the forest on there way to their target for the night.

There was an eerie silence that flooded the area, as the group made their way through the thick foliage , as if the native wild life were aware of how serious the situation was all over the planet. The only things that could have been heard at that very moment, were the faint grunts that were coming from the Naboo rebels as they followed the Emperor's Hand members. Who apparently seemed to have trouble moving through the wooded area, nor did they seemed hampered by the fact that it was almost pitch black. With the only light source coming from one the planet's three moons that hung in the sky above them.

At one point several Hand and rebel members looked up and saw multiple flashes in the night sky and even though both groups knew that they were from the current space battle raging above them, it was only the Hand that were able to completely grasp the magnitude of just what was happening. They could feel the thousands of lives being lost at that very instant, many of which were Imperial. Getting off this planet after this mission was completed, would be a very interesting to say the very least. But that will be a bridge they would cross once they got to it, right now the Jedi were their main priority.

Finally after fifteen minutes of walking through the thickly wooded area, the two teams came upon a hill that over looked the academy's grounds. Moving into position, Mara pulled out her pair of binoculars and after adjusting it to compensate for the night time conditions, began to scan the Jedi's facility.

"Just like he said." Mara commented as she continued to scan the area. "Looks like nobody is home."

"I don't like this." another Hand member commented, as he and everyone else there stood crouched down.

"You are getting that feeling too?" Mara replied, as she brought her binoculars down from her eyes and turned to face the group. "Why wouldn't the Jedi request any protection? They of all people know just what Emperor Palpatine is capable of."

Although Droga did not want to admit it, his two companions did have a valid point. It was well known throughout the Empire that it was the Jedi's own arrogance that had caused their own fall from grace, but the assassin doubted that even after so many years in exile, the Jedi were still had the same mentality after all these years. Hence the sight of the Jedi Academy being unguarded, just did not make any sense to him.

But that train of thought was suddenly interrupted by a low rumbling sound that caught both his and every one else attention. Suddenly something within the force began to scream at him that there really was something wrong and the he and his had to get out of there quickly before it came.

But before he or anyone else could react, four large aircraft of Terran design suddenly came over the tree tops and maneuvered to face the assembled groups. Devices that appeared to be some kind of weapon systems, which were both mounted on the noise and wings of each craft, suddenly came to life and pointed directly at Droga and his fellow assassins.

They had been found out.

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( ISD Chimaera )

It was all a blur for the Chiss Grand Admiral, as he slowly began to pick himself off the floor and climb back into his seat. The last thing he could remember, was seeing a massive wall of white coming towards his fleet before there was a bright flash and he was thrown violently out of his seat. The next thing the Chiss knew, he was on the bridge's floor with the mother of all headaches and a loud ringing in his ears.

As he looked around in an attempt to get his bearings Thrawn saw that his vessel's bridge and its crew, had been transformed into a scene of absolute chaos. Some of them were on the floor, just as he was, while others were trying to help them as best as they could. Some were still at their stations and were trying at assess the situation, but on closer inspection the Grand Admiral could see that they themselves were injured in one way or the other.

Slowly but surly his hearing began to come back and the Chiss could hear some of his crew screaming out orders and trying to assess the situation, but from the tone of their now frightened voices, the Grand Admiral could tell that thing were not looking good.

"Sir! Sir! Are you alright!" the familiar voice of Captain Pellaeon caught the Chiss attention, as he struggled to get back into his seat.

"I... I am fine..." Thrawn replied, as the Chimaera's commanding officer helped the wounded Chiss. "What were we hit with?"

"The Terrans deployed numerous missiles against us sir." Pellaeon explained, "Hundreds of them. All with nuclear tipped war heads. Powerful ones."

"What... is the status of... the fleet?" Thrawn questioned his comrade, starting to feel the effects of a possible concussion.

The human Imperial officer just looked at his friend was a look that said it all. "Sir... the... the fleet is lost. Many of the vessels are reporting massive casualties due to radiation poisoning. Some vessels are not even responding to are repeated hails."

"How... how many ships are left?"

"Sir... there are no more ships." Pellaeon said with a grim expression. "All surviving vessels are dead in space and our fighter screen has been completely wiped out. Sir... we have lost."

It was at that very moment that Imperial Grand Admiral Mitth'raw'nuurodo, the Empire's most brilliant tactician and most decorated fleet officer, realized that he not only been defeated, but humiliated as well. Over eight hundred of his most powerful vessels had been stopped dead in its tracks by a UNSC task force that much smaller. All in all Thrawns first real battle against the Terrans and their United Nations Space Command, Had been a complete disaster and unfortunately for him, it would be his very last.

"Pellaeon... contact the landing force and tell them to stand down. Hail the Terran flag ship." the now defeated Admiral ordered. "Tell them that... we surrender..."

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A/N: Before you guys start bombarding me with questions, let me just point out that the arc is not complete. (You really think I would have the Emperor's had go down so easily?) What ever questions you have will (maybe) be answered in the forth and final chapter the this arc so please be patient.

As always please leave a review and tell me what you think.

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