Spartan 84 reached the barracks in time to witness the horrid trap that had been sprung. Marines everywhere were yelling and thrashing to get at equipment and weapons, while elites moved around the edges, throwing grenades and firing into the mess. The pitch darkness didn't help one bit, either. Thank you night vision, 84 thought to himself as he exited the corridor, carrying the scientist and the icon in his left arm. His right hand held the shotgun. He followed the bellowing sound of Colonel Andrew Mush and UNSC battle rifles.

The Colonel crouched, surrounded by scared privates, and yelled again, "Grab whatever you can find and follow me! We have to get to the armory and get those tanks out! C'mon! This way you flabby butted mongrels!" As he spoke, the Colonel rose to his feet and ran across the room. To his surprise, he made it to the other side. The Colonel could barely see his feet, let alone anything in front of him in this darkness. Damn Covenant, attacking right when things were starting to look good. The sound of footsteps behind him reminded him of what needed to be done. "This way boys and girls! Don't forget the buddy system, you babies!" The Colonel knew that he was making himself a target, but in this darkness, the men needed to hear him in order to follow him. He slid over to the nearest exit, and fumbled with the pad. Accessing emergency lights, and quick release, the entire room was thrown into a pale red glow. Andrew took one last look around at the carnage before ducking out.

Telys was proud of himself. His ivory white armor glistened in the new red glow. His twin plasma rifles never ceased to bark out their blue death as Infidels screamed and ran in every direction. Well, I no longer have the cover of darkness, but I still have every other advantage. The 30 or so Elites had slipped into the kitchen, and silently killed the cooks. Their bodies were left behind as the group spread out and moved into the large mess hall. His other phalanx had gone to sabotage main power to the blasphemous structure, while his seventh Phalanx had the unfortunate job of damaging the giant cannon the Infidels had brought. That left 5 Phalanxes for Telys to use, 35 Sangheili, against nearly 400 unarmed, unarmored, intoxicated Infidels. It was magnificent! The screaming had started right away, followed by the smells. Telys always liked the smells best of all; he could taste their agony in his mouth. It tasted like victory. Stepping over another mangled form, Telys commanded his Sangheili to continue firing until their weapons were depleted. They had brought two sets each. He expected to be using a lot of ammo. As the humans regrouped themselves and began to fire back, Telys commanded his warriors to seek cover. The Infidels could still barely see his warriors in the dim light, and they were firing at shadows and muzzle flashes.

"Cease fire! We shall crush the Infidels with our hands!" Activating his camouflage, Telys readied himself for glory.

84 saw the elites spread out, and saw a number of them become invisible. Great, 400 marines and they couldn't stop a few handfuls of elites. This was going to be a long night indeed. He heard the Colonel's voice again, and rushed towards it. Time to get things organized.

Lok looked around. The maintenance room lacked all of the sacred seals that would be present in a Covenant installation, and was obviously not blessed, or purified. Such sloppy filth, these human's things, thought Lok derisively. He turned back to his colleagues. Nodding to Oslo and Mort, Lok moved to the doorway. He waited. They would come. Fausla moved up beside him. The two of them would bide time with their lives while their comrades set the bombs.

Oslo and Mort climbed up the ladder, and through the hatch, onto the top of the structure. They stood on a wide flat rooftop, with a massive barrel rising far above their heads. Quickly, Oslo clamped the charges to the barrel, and Mort set them. There were 4 plasma charges, set to melt the massive barrel into slag.

"84, yer here! About damn time. Everything's gone to hell, and we need to bring it back." The Colonel wasn't mad, he was pissed.

"Get out there, and get my men out. I'll see who we have here. We need to take back the armory and our heavy equipment. Now move!" The Colonel turned, motioned for the surrounding infantry to follow him, and raced off down the corridor.

Spartan 84 looked back out over the hall. Bodies of men and women rested everywhere, their forms contorted in the throes of death. The smells of burning flesh and body fluids filled the air. A number of marines stood their ground near him, at the far end of the room. They crouched behind anything they could find, and fired at ghosts and shadows. Spartan 84 looked down at his shotgun, and then at the body strung over his shoulder. He wasn't staying here. Taking one last look at the brave men and women remaining behind, Black Angle left the hall, on his way to the landing pad. This night was not going to end well.

Telys moved with haste over the fallen bodies of Infidels. They had killed more than he had imagined in the brief minutes of the attack. With so many dead, he wondered if there would be enough left for a battle. It would be a pity if this operation became a clean up. His thought was cut short as he reached the human line. They were spread out, making themselves harder to kill with grenades. Ducked behind cover, the fools were trying desperately to hit anything in the dim light. He would enjoy crushing the life out of these blasphemous animals. With a bellowing war cry, Telys leapt into the melee, his brothers echoing with their own voices, the sounds rising into the night, followed only by the screams of the dying.

Mort and Oslo jumped down the hatch, into a firestorm. Two large groups of Infidels had discovered their holy Phalanx, and had moved to intercept. Fausla and Lok were pressed to the sides of the doorway, gunfire streaking across it from a dozen different weapons. They had to move soon, this room wouldn't be here after those charges went off. Lok conveyed his understanding with a somber look. If they didn't make it, so be it. They had accomplished their task.

The last human in the great hall died, its throat wrenched by Telys's vice grip. He looked up at his brothers. With only a single Phalanx worth of casualties, leaving him nearly 27 Sangheili, it had gone perfectly. He now had two options, chase the remaining Infidels, or prepare the way for the rest of his forces. Honor made his decision for him, and he turned, signaling for his brothers to follow. They would make sure the large guns of the sinners remained silent as the divine host came down from the heavens. This world would be theirs by sunrise. This world would be his.

Colonel Mush reached the armory. He had expected a larger force of covenant here, and so he had opted to waste precious time for his troops to gather all their equipment and organize into their platoons. With 60 troops to a platoon, that meant he had 4 full platoons, and 20 stragglers, a total of 260 infantry. Out of 420 starting people, that wasn't as many as he was hoping for, but it would do. There was no time for grief or mourning now. There was only time to do or die, and he hadn't planned on dieing tonight.

He assigned A platoon with getting the pelicans ready to fly. Someone was getting off this rock alive. He had sent B platoon to make sure the MAC gun was ready to fire. If they didn't keep that baby alive, the enemy could park a cruiser right over their heads and drop whatever they wanted onto this place. On that thought, Andrew wondered what happened to the cruiser that was supposed to be watching over them. It didn't matter now, what mattered was that his people were dying, and he needed to stop that.

They stood in front of the entrance door to the vehicle garage. It was a massive steel wall that lifted only with the help of machinery. He hit the button, the door opening with a hiss, and 20 marines dashed under it before it was even halfway up. They were armed with SMG's, in case they encountered the enemy at close range. Colonel mush checked his shotgun, making sure it was fully loaded. Things might get ugly. As C platoon spread out into 6 ten-man squads, Andrew took a moment to look over D platoon, still standing around him. The uniforms weren't right. He had had to break up three or four platoons and make them into one or two, and move the rest into the other platoons to fill in gaps. There were so many casualties. Now, all of his platoons, except for A platoon, were made up of a mishmash of all of the platoons' troops, scrabbled together last minute and field promoted into units. Sergeant Sean Messin returned from where C platoon had started to gather.

"Sir, no sign of the enemy. There's no one here sir but us monkeys."

"Good, sergeant. Set up a communications center here. We'll make this our field HQ. I'll have D platoon make sure the vehicles still work. Now go." The Colonel turned to D platoon. They looked tired and scared. These were marines for God's sake. "D platoon, move down there and open all these garages. We need to make sure mankind's wonderful works are still jumpin' and kickin'. That, and I really want a tank right now to blow those Covvie assholes all the way back home. Now get going!" The Colonel watched D platoon leave, and hoped B platoon was having as good of luck as his people were.

Sergeant Major Bolfoot was exhausted, and worried. So was B platoon. They had gathered weapons and armor, and hauled it all the way up to this stupid gun, only to find a lot of dead technicians, and some elites settling down for a party. There couldn't be more than a few of them in there, but he was having a hell of a time getting them out. He couldn't use any grenades or rockets, not with all the sensitive equipment nearby. If he did, he might damage the computers, accidentally setting off the MAC guns fail safes, and then it would refuse to fire. Stupid technology, the more complicated and advanced it got, the easier it was to break. He remembered back when he joined the marines, and all they got were a stick and a rock. He had had to share the rock with the smelly guy. One of the squad sergeants pulled him from his thoughts.

"Uh, sir? There are definitely a crap load of those Covvie bastards coming up from behind us. Our only way out is blocked. What do are we gonna do?" The young man had been field promoted, too many dead officers and all that.

"Ok, grab one of the 50 Cal's and move it to those stairs. That should hold them at bay for a while. Take 2nd squad with you. That gives you twenty boys, and some backup. I need you to hold them." He gave the young marine a reassuring pat on the shoulder, knowing that this man was going to die, "Don't worry, soldier, we'll make it out of this alive, I promise you." Dead men love promises. He just wished he could keep more of them. He watched the little soldier run back to the rear, and guessed that those twenty men would survive another half an hour before they were over run. It takes almost four men to take down an elite, and he didn't have those kinds of numbers. Where the hell was their backup? Chimera was supposed to be sending help, but he hadn't seen any.

A. Munez, now captain of the UNSC cruiser Chimera, glanced down at her tact display. Damn it, she thought, another level taken by the enemy. They had been attacked nearly 7 hours ago, and it had been all down hill from there. The enemy cruiser had probably hid in the nearby moon's shadow for days, before using a slipspace jump to arrive within firing range of them. Half the crew had still been asleep, and the actual Captain hadn't even made it out of his room before he died. She wasn't even the first officer; he had died when the first of the Covenant came aboard. She was the tactical officer, and the only one of these 'men' with enough balls to sit in this chair, and now she was starting to see why. They hadn't fired even half their weapons before they went offline. The enemy ship shot salvo after salvo of light weapons, obviously trying to do nothing more than clear every turret and weapon off of the hull of her ship. The MAC gun fired once, but didn't get a good hit. It disintegrated part of the enemy ship, but missed anything important. She didn't blame the man in weapons control; his nerves were probably as fried as hers. The ship had been hit by six or seven boarding craft, which, to their dismay, spilled out black and gold elites. It seemed the Covenant ship captain had decided to lead the charge itself, which would have been a perfect opportunity to kill it, if the creatures hadn't wiped out half her ship's crew and every marine onboard in half an hour. Things weren't looking good, and she only hoped that things on the ground were fairing better than the nightmare she was experiencing.

The Sergeant watched as one of his men caught a plasma bolt to the face. He went down, dead before he could scream. It was time to move.

"C'mon boys! Do you want to live forever?!" Jumping to his feet, the Sergeant led a running charge into the remaining elites guarding the MAC gun's access room. He ran down the hallway, watching another of his men fall, and leaped over the rolling body. Plasma arched past him, hissing and burning in his ears. His shotgun spoke death, and one of the elites collapsed, its arms flopping about as its body twitched. One of his men jumped over the body, only to be struck in the face with a mighty blow from another elite, knocking the man off his feet. Sergeant Bolfoot brought his gun up and fired it into the new elite, taking down his shields. A quick strike to the head sent the elite tumbling to his feet. Ducking and spinning, he pumped the shotgun to kill the remaining bastards, only to be flung back by a blow to his chest. The creature had been waiting for him to face it, giving it a clear shot. Bolfoot's head was spinning, but he soon realized that he had only lost his wind, not his life. Rolling to his feet, he scanned the small room that the elites had held up in. On the far wall was the terminal that had saved the monsters' lives from explosives, a simple targeting matrix. Directly to his left, moving from behind some spare parts was another of the beasts, hefting two plasma rifles in its big hands. In front of him stood the one that had struck him, standing on his shotgun, holding one of those purple rifles leveled at him. He could hear the screaming of his men outside in the corridors, and wished he were there, able to face down the enemy with them. Instead he was standing in front of one, waiting for it to finish him. It didn't though, and he thought that maybe it would show mercy, until he saw the spark in its eyes. It didn't want to shoot him, what fun was in that?

Lok looked the man thing right in the face. This one he could respect. It had rushed down the corridor, through the fire of both Mort and Oslo, blasted Mort's insides out onto the floor and then struck Oslo square in the face, breaking his neck; two Sangheili dead in just as many breaths. That was not a feat of just a filthy animal. This was a warrior that stood before him.

Lok lowered his carbine, and stepped onto the little creature's weapon. He could kill the Infidel with a gentle squeeze of the trigger, but that would be a dishonorable death, a meaningless death. This Infidel deserved better. Lok tossed his carbine aside, knowing that Fausla would keep an eye on the doorway, and prepared to leap on the human. Hand to hand, the way the gods had fought each other.

Sergeant Major Brandon Bolfoot was no small man. Standing at a strong six foot six inches, no one fucked with him. The elite that jumped at him was nearly eight and a half feet tall, much bigger than any man Bolfoot had fought before. The two rolled across the ground, trying to grab a hold of a limb, throat, or genitals. Bolfoot reached down to his boot, and slipped out his eight-inch combat knife. Grabbing the elites throat with his fingers, he closed its windpipe, and thrust the knife into its side. The blade dug deep into its side, under its thick chest armor. Nearly half of the blade disappeared into the creatures flesh.

"Take that you slimy bastard!" Sergeant major Brandon Bolfoot was going to kill this monster, and he knew it. The beast pulled itself off of him, and staggered back, groping for the knife handle sticking out of its side. Brandon jumped to his feet and charged it, trying to knock it from its feet, using his fourteen years of wrestling and unarmed combat training to his advantage, again.

Holding onto the man thing was like trying to hold onto a chukka snake covered in blood, thought Lok. He was wiggling on the ground, trying to get a hold of the Infidel, but every time he grabbed it, it would move and slip out, or push his arm and force him to release. The little creature knew how to win, and it was planning on it. A cold fire shot through Lok's body as the human plunged a concealed knife into his side. Lok hadn't even seen him draw the weapon. Pushing the man away, Lok staggered back. His mind was getting foggy and rolling over itself, but he wasn't dead yet. The human leapt to its feet, and charged him. Stepping to the side and turning his body, Lok grabbed a hold of the human's arm, throwing him into the metal wall. It bounced off the wall, and regained its balanced, swaying slightly from the impact. Settling back, the man prepared for Lok's charge, but it didn't come. Instead, Lok dashed forward and kicked the man's legs out from under him. By the way the man stood, Lok doubted it would have worked if he had the strength of only a man, but he was Sangheili, gifted with the strength of gods. The man flipped onto his face, crying out in surprise.

The creature's strength was amazing. Bolfoot had never experienced a creature so strong and fast. He hadn't ever fought an elite in hand-to-hand either. He lay there, staring at the floor, trying to catch up with what had happened. He knew if he didn't move soon the elite would crush his spine, or smash his ribs, so he rolled to the side and sprang to his feet. Staggering from a hot pain that shot through his leg, he reset himself, confidant that he wouldn't be caught that way again. The Elite's been stabbed, I haven't, I can outlast him, thought the sergeant, just gotta make sure he doesn't get a hold of me. To his surprise, the elite had waited for him to get up. It looked like it was starting to stagger from the knife wound, and Sergeant Bolfoot prepared himself to charge.

Lok's vision began to get fuzzy, but the human was still alive. It lunged at him, and he turned sideways and lunged back. 400 pounds of muscle and metal met 250 pounds of muscle, and something shattered. Lok took a step back as the human crumpled to the ground. Arch had led with his shoulder armor, and weighed nearly twice as much as the human in pure muscle mass. The human's left arm looked broken, and the human slowly got back to his feet. How much more can this man thing take? thought Lok, because I can't keep this up much longer.

His arm broken, and his shoulder dislocated, Brandon stumbled back to his feet. He was going to die like a man. His vision fuzzy from his concussion, pain burning his left arm and leg, Sergeant Bolfoot stumbled forward. The creature saw him, and moved with such speed that Bolfoot's injured mind couldn't keep up. The impact to his head sent him staggering, the world spinning. He looked up into the ugly face of the elite, wishing he were somewhere else, before the world closed in on him.

The Infidel was down. The last strike to the creature's head had brought it to the ground. If it hadn't been wearing a helmet, Lok was sure he would have broken its head open. As it were, he couldn't feel his left hand, having broken his lower thumb and both his fingers in the strike. Glancing down at himself, he realized how horribly injured he was. The world was getting dark.

Fausla stepped forward to hold his dear friend up. The two of them were the only survivors of the Phalanx. Glancing at the downed Infidel, Fausla whispered to his brother.

"We must move, or else we shall join the Great Journey early, and fail to see another glorious quest. It still lives, brother, and I will do with its life as you wish. We haven't much time, though, so I suggest you make your decision before the darkness of your wounds takes your mind."

"Brother, bring it with us. I want to speak to it before we kill it."

"As you wish, brother." Fausla bent down, and hefted the human onto his other shoulder, taking Lok's body onto his remaining. Stepping out of the room, he saw the rest of the Infidels scattered about, posed in their final moments of life. The Field Master strode over the bodies towards him.

"Brother, you have done as was instructed?"

"Yes, Lord Commander. The weapon of the Infidels shall bark death no more. Our ships have nothing to fear. We must move from here, however, as its death throes will devastate this entire area."

"Of course, brother. Is that your comrade?"

"Yes, Lord Commander."

"And the other?"

"A trophy, my lord."

"I see. Very well. Hurry. My Phalanx will direct you to the hallowed ground where you may await recovery."

"Thank you, Lord Commander. Honor and glory in your name." Fausla took the body of his brother and the body of the unconscious marine down the hall, past the other Sangheili warriors, who spat on the marine as he passed. He went down the stairs and walked out into the damp night air. It was a good night. Soon, this area would be swarming with the multitude of the Covenant. Soon, all traces of infectious impurity will be cleansed. Fausla felt good. His task was complete.

The doors opened, and the tanks rolled out. Colonel Andrew Mush saluted them as they left, followed by 8 fully loaded warthogs, 5 with machine guns, and 3 with gauss cannons. He would retake this valley, damn it, and hold it until help arrived. After the second tank rolled out of its garage, Colonel Andrew Mush started feeling better. He might win this after all.

The MAC cannon melted in a flash of brilliant blue light. He changed his mind. This was going to be the night from hell.

Captain Munez looked down in horror at her systems display. The entire display was slowly turning red. She could hear gunfire just beyond the blast door at the rear of the bridge. The crew who had volunteered to hold the Covenant at bay were buying her as much time as they could. She didn't know what she was supposed to do. A ship this small didn't carry an AI, and the codes for self destruction died with the three ranking officers. The entire back half of the ship was full of covenant. The only thing she could do was her duty, and that she would not neglect.

"Helm, set a course for the planet."

"Captain, we aren't equipped for a planet side entry. Not anymore. All of our subsystems are offline; we would fall like a rock!" Helm wasn't too pleased about a suicide course into the planet.

"Helm, set the course. We haven't much time left to live. Please, we need to do something, and we can't let the Covenant walk out without a price."

"Aye sir. Course set." Captain Munez felt the ship shudder as its backup thrusters pushed it into a new heading. She only hoped that the Covenant hadn't disabled everything. When the ship failed to reach its new speed and heading, she knew that it was too late. The Covenant had disabled the main engines, and turned off main power. She couldn't move the ship, she couldn't fire the weapons, she couldn't self-destruct, and she couldn't stop them from getting into the bridge. The battle was over. They had lost, and they would all soon die.

"Everyone, close down your stations. Pull out the emergency arms. We will make a last stand before we die." The empty eyes of the bridge crew met hers. They knew they had no choice. They would have to fight through the Covenant to get to the escape pods, and judging by the silence that came over the ship, there were still a lot of them left, and no one left to help.

Helm broke out the SMG's and armored vests, the Captain taking the magnum and one of the grenades. With any luck, they would be able to take out some of them before they lost their lives. As they spread out, looking for cover, Captain Munez did a computer memory wipe, and shot all the terminals. They were going to lose the ship, but the Covenant wasn't going to learn anything from her systems. Earth was still safe. She wished she were there now.

Major Adam Kistler reached the underground landing pad. There lay the four pelicans that weren't in the cruiser. They were untouched.

"Ok men, spread out. I want everyone in pairs, and each pair to have a SMG and a pair of grenades, so pass out your extras. C'mon people, lets make this happen!" Adam Kistler was no push over. Adam was a young officer, about 26 years old. He had dark brown hair, and tanned skin, too many jobs on sunny worlds. His body wasn't built, but he had enough muscle to take care of himself. His men respected him, but he had to be careful. He definitely didn't have the experience of some of the older commanding officers. He had the tendency, though, to make up for experience with sheer luck. It was what he blamed for his military success and promotion, that and an astronomical casualty rate in a losing war. He was in command of the crack Storm Squad, though, and they were the best men and women he had ever served with. They had done space drops, and building assaults, deep recon, and take and hold operations. Anything that a commander could need, they could do. Now, they were needed to guard the one way out of here, and they were not about to break their perfect record. Adam checked his battle rifle and magnum, glanced at his grenades, and walked over to his heavy weapons team. In A platoon there were 6 ten man squads: A headquarters squad, which was his personal squad, 3 tactical squads with battle rifles, and sub machine guns, a special weapons squad broken into two 5 man teams, one with a trio of sniper rifles and two spotters, and one with a trio of rocket launchers, and 1 heavy weapons squad. He considered them to be his Bricks, because he could put them anywhere and rely on them to still be there when he came back. They had three 50 Cal machine guns that needed to be set up, and a mortar team, not that it would be real handy underground. His command squad had him, with a battle rifle and Submachine gun, 3 other battle rifles, 4 shotguns, and a pair of flamethrowers. Real handy, those, against grunts and jackals, scared the crap outta them too. Every squad's sergeant carried a shotgun, too. There were three ways into the hanger, plus a retractable roof to allow the vehicles access to the exterior. He had just come from the Armory, so that left the mess hall, and MAC building entrances.

"Okay, I want a 50 Cal on each of those entrances, and I need some barricades. That'll be the Tactical boys' responsibility. Then I want a tactical team on each entrance, just in case they try to sneak around behind us. Snipers, hang around the pelicans, just in case something breaks through our lines. Heavy team, move to cover the entrance from the MAC center, I have a feeling that's where they'll be coming from. Haley, can you close those blast doors for me? Thanks." Haley was his tech guy. Ex-ONI, he had a family on one of the planets the Covenant bombed from orbit. After that, he joined up with the marines and was dumped into the Special Forces. Major Kistler thanked God everyday that he had a man as competent as Haley. The guy could do everything.

"When you are done with that, Haley, grab some guys and get these pelicans warmed up. We might have to get out of here in a hurry, and I don't want to be caught with cold birds." The Major turned to watch his men, and checked the grenade launcher on his gun. This was going to be ugly. The elites had to be making things nice and comfy for the rest of the Covenant to come down and have a party, and come they would.

84 walked casually across the garage and watched the tanks rolling out of the base. The loud BOOM! that shook the entire complex, sending panic racing through the marines, didn't surprise him. Who ever was running the show on the other side was going through the battle exactly the way he would have done it himself. Send your main force in to rouse up the local troops, take as many out with surprise as you can while you send another group to take out their stationary defenses, then pull back, fly in support, and over run it. It was typical Covenant strategy. He continued walking. None of these men will survive another day. They would make it through tonight maybe; tomorrow, definitely not. He kept walking, and turned to head to the pelicans. They needed to protect those. At the end of the day, they were going to need a ride out of here, and he wasn't going to let the Covenant keep them grounded.

84 entered the hanger and was met by a shotgun to the face, a black armored marine blocking his way. He waited patiently for the normal calls to come through. All the Storm Squad soldiers looked the same, in their black armor and visored helmets. The commander came forward a few moments later; he had the red and blue stripes on his shoulder of a major.

"Sir, I'm sorry about the unfriendly welcome. Let'em by boys! He's our new Jesus Christ, here to save our souls!" The men let out a cheer as Black Angle took up position near one of the machine guns. Thank god, thought Major Kistler, my men really need the morale boost, and a Spartan is more than I could have asked for. It was time to buckle down for the long wait.

Colonel Mush walked outside. He had only one tank left, and four warthogs. He would need those. The enemy had snipers up on the cliffs, and they had heavy weapons too. He lost two tanks and half his warthogs before he could get all the elites off the cliffs. He didn't know how many had been up there, and he didn't care. One of the knocked out tanks still had a working turret, and he had it dragged with the warthogs over to the garage. It could use the building for cover. They salvaged a gauss cannon and two of the three machine guns. He was setting those up to replace the destroyed anti-aircraft turrets. The enemy was no where to be found, but they had already melted the massive erect barrel of the MAC gun in half, and had destroyed all of the automated defense turrets, all 16 of them. He had make shift defenses, had the warthogs running recon, and had one operational tank. 200 marines had been spread out over the valley, in their platoons of 50 now, and there was only one last thing to do, wait.