Disclaimer: Fllay or Lacus...Fllay or Lacus...damn!

Astral Age 139, with the creation of new Gundam suits by the Earth Federation and the Earth Alliance, the military groups of PLANT, ZAFT, and the idealist movements from Side 3, the Principality of Zeon, have taken to capturing or destroying the units before any of their opponents can use them. Three of the Alliance's five Gundam's have already been captured by the Le Creuset team of ZAFT, and the Gundam Unit 1 of the Federation and the young Kamille Bidan has been captured by Char Aznable, the legendary Red Comet of Zeon. Caught in the middle, young students of Heliopolis and Side 7 find themselves now taking their place in this war, as we rejoin the meeting of Athrun Zala and Kira Yamato.

"...Athrun?" Kira said, slowly hyperventilating the words.

"...Kira?" Athrun said in the same way, his rifle still pointed towards Murrue. "Wha...what...?"

Murrue took the initiative of the seconds; she pulled out her side arm and aimed at Athrun.

"NO!" Kira screamed as he jumped into Murrue's arms.

"Hey!" she screamed back as she fired off one shot to Athrun before Kira tackled her.

Athrun dodged the bullet and fell off of the mobile suit. He then immediately got up, and began running to the exit of the building, where he then stopped and looked towards Kira and Murrue. Kira sat up, and looked for Athrun; he then saw Athrun standing at the exit of the facility. A sudden explosion on the outside drew Kira's attention away from Athrun, and Athrun disappeared from the facility. "Athrun...what's going on?" Kira whispered to himself. Murrue moaned from pain as she started to sit up, and Kira tried to help her.

"What in the hell were you thinking?!" she scolded Kira. "You let him, a ZAFT soldier get away?!"

Kira remained silent as Amuro joined them. "Here, don't get discouraged ma'am," Amuro said as he helped Murrue to her feet. "Kira, I can't get this thing to work, see if you can do something about it. I'm going to the other unit there. Ma'am, you go with Kira in this unit, okay?"

Murrue sighed and agreed to Amuro's orders. She slowly moved being carried by both Kira and Amuro to the cockpit of the unit they all stood on, and then lowered into the cockpit, where she tried to relax in the seat. Kira joined her shortly and said, "I'm sorry..."

She replied, "For what? The ZAFT soldier?"

"Yea," Kira said.

"It's okay, we'll see to our safety first, right?" she asked.

"Yes, ma'am," Kira nodded as he restarted the computer.

Amuro jumped off of the gray unit and ran towards a whiter unit covered by a tarp sitting on top of large truck. Jumping inside after moving part of the tarp, Amuro noticed one thing about the computer: it was already on. "Look at that...it's on...?" Amuro said as the computer pulsated an online signal on the computer screens. Amuro then put his hands on the controls, and fully started up the unit.

At one of the main catapults on the Alliance bases of Heliopolis, Mu La Flaga was preparing to launch in his mobile armor, Moebius Zero. "This is Mu La Flaga, Moebius Zero launching!" he exclaimed as his weapon was propelled by the catapult inside the colony, out into space. Mu immediately assumed full control of his Moebius Zero, and directed its flight control towards the battle between the joint ZAFT and Zeon forces and the Alliance's forces. "Alright, zafties, let's see what you've got!" he taunted as he deployed the wired guns and opened fire on the multiple GINNs and few Zakus.

As Mu La Flaga and others made their attempts to fend off the attack, reinforcements for the ZAFT had arrived in the form of four mobile suit cruisers arriving at the battle, three of which moved into the colony to deploy their suits inside there. The other units deployed from their cruiser and opened fire on the Alliance suits.

The battle between the Crimson Lightning and Lucrezia Noin heated up more intensely as the battle progressed. Johnny Ridden moved in with his Zaku Bazooka in his right hand, and cracker grenades in the other; he tossed his cracker grenade at Noin in his attempt to defeat her, "take this!" he yelled as he threw the cracker grenade.

"Nice try!" Noin yelled in return as she used her Space Leo's beam rifle to shoot the grenade before it reached her position. "Is that the best you got?" she taunted back as the grenade exploded.

"Ha!" Johnny screamed back as he rapidly fired his bazooka to Noin. With every shot, Johnny closed in making ever shot after the other harder and harder to dodge.

Noin grunted as she tried to maneuver her Leo to dodge the multiple shots. Though more maneuverable in space than a Zaku, she could not keep up with the Crimson Lightning's assault. Suddenly, Noin moved in one direction, but was too late to dodge the last shot made. The primed round hit Noin's Leo on the right side verniers, the explosion destroyed them permanently. "Oh shit, no!" she screamed as her Leo began to spin out of control.

"Now I've gotcha!" Johnny yelled as he threw away his bazooka and armed his Heat Hawk, and then charged at Noin flaring his verniers.

As Noin began to slowly hyperventilate as she pictured her demise in her mind, something flew by on the side of her screen. "Huh?" she scoffed as the object made a sharp turn in seconds. It was a Moebius Zero, piloted by Mu La Flaga; the mobile armor deployed its wired guns to the Crimson Lightning.

"Hey! What the hell?!" Johnny Ridden shouted as he just noticed the Moebius Zero's weapons.

Mu opened fire with his wire guns from four different directions. Johnny Ridden quickly thrust forward in his Zaku, taking only one shot to the left foot of his unit. "Dammit!" Mu exclaimed out of anger of his bad shot.

"Gah! I'm not going down that easy!" Johnny yelled when he quickly kicked Noin's unit in the arm, and dashed towards the Mu. "Take...THIS!"

In the instant that Johnny came after him, Mu sensed the attack coming in his mind, and quickly reacted. As the red Zaku charged with the Heat Hawk, Mu immediately flared his thrusters forward, dodging the slash. Followed behind him, Mu dragged his wire guns right into Johnny Ridden, to which one of them slammed into the Zaku's right shoulder.

Johnny Ridden started to growl as a communication came through. The communication was from Char Aznable, "hey! Retreat Crimson Lightning, they've got down this time!" Char ordered.

"Never! They'll never get the Crimson Lightning!" Johnny Ridden exclaimed back.

"Smarten up, Lieutenant! They're trying way too hard for you to handle in that machine!" Char snapped back.

"Fine! Johnny Ridden, retreating now!" Johnny yelled as he turned tail and fled away from Mu and Noin. Under his breath so that Char wouldn't hear it, Johnny began muttering some things, "...the thing I hate more than fighting alongside you is following your orders..."

While the Crimson Lightning was retreating towards Char's ship, Char himself stood on the bridge with Kamille by his side. Kamille simply stood and stared at Char, wondering why is he keeping him alive, while Char was just looking out into the distance of Heliopolis, awaiting the Crimson Lightning's return. Kamille tried to think up a question before Char gets suspicious of him. "..Why...why did you...have the Lightning dude retreat?" Kamille started to stumble over his question.

"It's because, when you're a mobile suit pilot," Char turned and looked back at Kamille, "you have to know that any suit has its limits when it goes up against a superior pilot and never-quitting enemies."

Kamille just looked back at Char, and then directed his eyes out back towards the colony. He mind still wandered on what he was doing, alive, and on the ship in Char's presence.

"This will be your first lessons in mobile suit combat," Char said as he too looked back out to Heliopolis and the battles ensuing. "Soon, I'll make you as good as me..."

As Noin was recovered by two Dagger units, Mu headed straight for Heliopolis in order to be re-deployed inside the colony and fight off the ZAFT and Zeon forces in there. While at the same time, at the Vesalius, Rau Le Creuset launches in his CGUE towards Heliopolis.

Inside Heliopolis, smoke from fires and destroyed buildings began to fill the skies of the colony as GINNs and Zakus engaged in combat with Daggers and Leos. Miguel's orange GINN joined with a few other GINNs and were destroying all that they could on the Alliance base; taking out buildings, vehicles, and mobile suits.

On the ground, running from the O.M.N.I. facility, was Athrun Zala. He headed for another large warehouse looking building, and saw a large gray mobile suit, kneeling on one knee just outside of it. Miguel noted he movement, and turned to see Athrun running on the ground towards the suit. "Miguel! Miguel!" Athrun called out.

Miguel kneeled his GINN down to get closer to Athrun before he got to the gray unit. "What happened? Where's your new mobile suit?"

"There ! I'm taking this unit, here!" Athrun shouted back as he ran to the unit.

"Oh man, I was gonna take that new Alliance suit too..." Miguel pouted.

Athrun sat inside the new unit, and immediately turned on the main computer. The OS screen activated, and began displaying messages similar to those of the previous units. "General, Unilateral, Neuro-Link, Dispersive, Autonomic, Maneuver...alright. GAT-X303, 'Aegis' Commander's Unit," Athrun chuckled with a smile at his discovery. "Now you're my Aegis unit, not he Alliances. I'll destroy the Alliance with their own weapon...and bring you vengeance mom..." The Aegis unit stood up, and the Phase-Shift Armor activated, changing the unit from the dark gray, to its new pinkish-red color. The Aegis unit then faced towards Miguel's orange GINN. "Miguel, watch out...the other prototype units may be online and start attacking us," Athrun warned.

"Got it!" Miguel replied as he took off with two other GINNs in another direction away from Athrun. They landed at some large buildings near where the Archangel and White Base were docked at; inside the building, however, the officers of the Archangel were trapped and could not escape without being destroyed. Miguel smiled as he fired the missiles from his GINN's left leg at the building. Amongst the screams of the men and women inside, the building collapsed and smoke and dust continued to fill the air.

Meanwhile, Dearka engaged in combat with some Federation Core Boosters. He shouted his own battle cries as he fired the gun launcher and high energy rifle one at a time to destroy fighter after fighter. "This unit is incredible!" he exclaimed as he continued the destruction of more and more Federation and Alliance forces.

As Dearka was destroying Core Boosters, Yzak was going after a different kind of prey. A large vehicle convoy of two large troop transports, and three jeeps – each carrying officers of the Archangel – sped off as quickly as it could away from the attacking units. Yzak laughed he landed in front of the convoy, forcing the drivers to stop. "No more Alliance scumbags," he said as he aimed his rifle towards the convoy and fired the grenade launcher at the centermost vehicle, annihilating the officers and troops in the explosion.

Nicol was leading a different battle from his hot-headed counterparts. Utilizing the close combat techniques of his Blitz unit, Nicol jabbed his beam saber into the cockpit of a Dagger and watched it explode. In his mind, Nicol could hear the screams of the pilot he just killed. He sighed and began to feel pity in his voice, "...we have their prototypes now, but destroying all these enemies now is pointless..."

"What? Pointless?! Eliminating all opposition to superior piece by ZAFT is not pointless!" Dearka snapped at Nicol.

"Stop being a weakling, Nicol, and do your job: destroy the enemies of the coordinators!" Yzak scolded.

Nearby the O.M.N.I. facility where Amuro and Kira were, a Zaku team under Char's command was getting closer and closer, destroying mobile suit after mobile suit. Inside, Murrue was sitting in the main seat while Kira was trying to find a comfortable position to sit/stand in while he assisted Murrue. Though active, they tried to manipulate the controls to make the unit work, and saw that that was failing. The OS screen read: "Error...Insufficient Command Prompt...Program Finish Required."

"That's great, remind me to thank your Alliance friends for an incomplete operating system," Kira scoffed.

Murrue gave him a mean look as she tried to manipulate the controls again. "It's not use, the unit still won't move."

"Here, let me do some things..." Kira said as he leaned forward and began typing on the main computer, "...GAT-X105 'Strike,' OS...incomplete..." He was typing so fast, Murrue couldn't keep up with the several messages appearing one after the other on the screen.

"What are you doing?" she asked him out her confusion.

Kira kept in typing on the computer, "...I'm modifying the incomplete operating system. Now it will accept the combinations I'll enter with the controls." Kira still continued typing on the computer.

"Oh...you mean you'll be the one who can operate the mobile suit?"

Kira finished typing on the main OS. "Done, and yes, ma'am. I'll be able to pilot this thing now, don't worry."

At the same time inside the white unit, Amuro was quickly going through an auto briefing of the unit to assess the situation. "Nice weapons, RX-78 Beam Rifle," the computer started flashing safety warnings and danger windows, "but I can't use that inside the colony, can I? Let's see, head-mounted machine guns, and a beam saber? I can work with these things!"

One of the Zaku's on Char's team landed nearby with another just a distance away. They opened fire on the facility and the surrounding buildings. Then, a GINN joined landed too and joined them in destroying the facilities. The Zakus continued firing until one of them stopped and noticed something was wrong; the unit looked at the inside the doors of the O.M.N.I. facility, and saw a white unit begin to move and stand up. "Look out! The white mobile suit is moving on its own!" one Zaku II pilot started to scream.

"I thought it was all just unassembled parts!" the other Zaku II pilot repeated.

"Please get up! Come on!" Amuro shouted as he got the white unit to fully stand up. When the unit was completely upright, the eyes of the unit flashed their yellow color.

Next to him, Kira was able to get the unit he and Murrue was in to operate. "Let's see Strike works!" the unit then fully stood up, adjacent to Amuro's.

"Here, activate this," Murrue ordered.

"What is it? 'Phase-Shift Armor?' What the hell is that?" Kira asked.

"It makes this unit impervious to solid weapons. Turn it on or we'll be dead!"

"Alright, yes ma'am!" Kira then activated the Phase-Shift Armor and the once gray Strike unit now turned to the same white colors as Amuro's unit. The eyes flashed the same yellow color, and the two stood there in the shadows of the flames.

Noticing the second white unit, the GINN pilot began to call for reinforcements. "There are two of them! TWO white units! Take them out!" he exclaimed to his Zaku allies.

One of the Zaku II's took aim at the two units. Amuro screamed in fear and opened fire with the head vulcans. The Zaku only leaned back and dodged all the shots. "I'll get you! Ahhhhhhh!" Amuro yelled as he charged his unit to the Zaku with his beam saber. Amuro slashed his weapon into the waist of the Zaku II, completely cutting the unit in two. The explosion of the split Zaku II silenced the scream of the pilot.

"Oh hell!" the GINN pilot yelled as he charged the Strike unit. The GINN pulled out it's heavy sword and lunged to the Strike.

"Look out! Down! Down!" Murrue yelled as she and Kira manipulated the controls, allowing Strike to kneel down. The heavy sword only grazed the top of the right shoulder, but because of the Phase-Shift armor, no physical damage at all was taken.

"What the hell?!" the GINN pilot exclaimed.

"Use the Armor Schneider knives!" Murrue orderd again.

"Right!" Kira replied. The Strike unit deployed the knives from its arms and pulled its right arm back. "Take this!" Kira screamed as he slammed the knife in the right hand just below the head of the GINN. Kira then finished off the GINN by pulling back on the right arm, and thrusting the second knife in the left arm into the cockpit of the GINN.

The pilot of the GINN screamed as the unit exploded in front of the Strike, not even damaging it at all. The remaining Zaku II began running towards the two white units, "you'll pay for what you did to Gene!" the pilot yelled.

"Can I defeat that other one too?" Amuro asked himself out loud. He moved forward with his mobile suit.

"We got you covered Amuro!" said Kira. The two units moved forward to take on the Zaku II. The Zaku II began opening fire with his machine gun at Amuro, but Kira moved in and stabbed the unit with his knife in the right arm, paralyzing the arm and the rest of the suit for a few seconds. Then, Amuro jumped into the air and came crashing down with his beam saber landing the weapon directly into the Zaku II.

"Nnnnnooooooo!" the pilot screamed as his unit too was destroyed.

After the explosion, Murrue began to give Amuro and Kira orders on where to go, "here, head in this direction for my ship, Archangel, okay?"

"Yes ma'am!" the two replied as their units began running amongst the destroyed buildings for the colony docking bays. After only a few seconds on their route, the two were suddenly ambushed by four GINNs. One landed in front of them, a second to their left, and the last two stood behind them.

"Surrender your units or be destroyed!" one of the GINN pilots ordered.

Kira and Amuro didn't even need to think about what they had to do, and immediately attacked the GINNs. Amuro disposed of one with his head vulcans, while Kira charged the two behind them with his knives. Kira punched one of the GINNs right in the head unit, crushing and disabling it entirely, and he immediately kicked the second unit, and jabbed his knife into the GINN. Amuro finished off the last GINN by cutting off its right arm and then disabling the unit with his head vulcans again.

After the last unit fell to the ground and exploded, the two continued to run through the devastated Heliopolis. Before they could get to an elevator unit to take them to higher levels of Heliopolis, another GINN, an orange one pulled in front of them. It was Miguel Aiman, he stood infront of the elevator object with his heavy sword out in his GINNs right arm, and a heavy assault machine gun in the other hand. "So, these are the Earth's Gundams, huh? You may have destroyed those soldiers, but let's see how you do against an ELITE!" he spouted as he charged towards the two.

Amuro dashed to the side, dodging Miguel's attack, and Kira moved moved in the opposite direction. As Miguel dashed by them, he immediately turned his unit around, and fired missiles from his right leg unit at Kira. Amuro immediately took the defensive and fired his head vulcans destroying the missiles before they reached Kira. Kira then charged forward kicked the gun out of Miguel's left hand, and then dashed backwards as Miguel took a swing at Kira with his heavy sword. Amuro now moved in with his beam saber out, charging forward, and clashed saber to sword with Miguel.

"Not happening!" Miguel shouted out to Amuro.

"I have you now!" Kira yelled back

"What?!" Miguel exclaimed as Kira charged into the orange GINN with both knives, crushing them both into the GINN's cockpit. "This can't be the end!!!" Miguel screamed out of defeat as his GINN exploded.

Amongst Kira's and Amuro's panting from fighting their latest opponent, Murrue still continued to give the two orders, "proceed onto the platform. It'll take us up to the higher decks of Heliopolis."

Kira continued panting and then nodded his head in agreement. He waved Strike's hand unit, calling Amuro to follow him, and the two walked onto the platform. Murrue typed some things on the OS, and elevator began to move; the two units were now on their way to the higher levels of the colony.

Inside one of the evacuation pods moving inside the colony, the young girl that Kira and Amuro ran into was sitting in her seat with a mean look on her face. "Father...you traitor..." she said to herself. She then pulled out a small rectangular device, a small radio communicator, and turned it on. "Calling main facility...calling main facility..."

Static ensued the communicator but a voice finally came through. "This is main facility. Lady Ca-"

"Don't say my name!" the girl snapped. "Is ZAFT getting closer to our facility?" she whispered.

"Yes, ma'am. They're progressing towards us quickly, and we're having difficulty with the Alliance soldiers hanging around us, too."

"Damn...we can't afford having our weapons stolen or discovered for that matter..." she continued whispering.

"What do you want us to do, ma'am?"

"I want the Astray protoypes self-detonated. All three of them!" she ordered.

"What about your father?"

"I'll deal with him when I get to Earth, just set them to self detonate as soon as everyone is evacuated!" she started to raise her voice. When other people inside the pod started to look at her, she started to calm down.

"Understood, out!"

Driving through the streets at a fast pace was a non-military jeep with three people inside. At the wheel of the vehicle was a young man with a black outfit and long braided hair. Sitting next to him was on older guy with semi-spiked hair held up by a large head-band, who was trying his best to hold himself to his seat. Behind them was woman not much older than the second man with red hair, glasses, and a large white coat; she too was trying to hold herself down.

"Hey! They invented seat belts for reason you two!" the teen shouted.

"And drivers licens for kids like you, Duo!" the woman shouted back.

"I'm starting to-whoa! Agree with the professor here, Duo!" the guy added.

"Not you too, Lowe! I'm only driving like this to get you two outta here!" Duo responded while speeding past three red lights.

"Duo, now's not the time for your 'god-of-death' routine! Your have to live too sometimes!" the Professor shouted back.

"I never knew you cared!" Duo joked back. "Whoa!" Duo slammed on the brakes, stopping the jeep in front of the Orb facilities.

"Hey! What the hell are you doing man?!" Lowe scolded.

"The base here. This is an Orb base!" Professor said.

"Yea, and it's already been hit by ZAFT!" Duo added. He then suddenly jumped out of the jeep and started to run to the base. "There's wounded soldiers all over the base! We gotta help them, they're colonists too!" Duo shouted as he continued to run to the base.

"Duo wait – god damn it!" Lowe yelled as he too jumped out of the jeep. "Professor, take whoever you can in the jeep and get them to safety!" he yelled as he ran after Duo.

"What? Me? Hey! I can't drive like you two suicide mongers!" she shouted back at Lowe.

After running around for a few minutes, the two suddenly run into another man who was heading for the mobile suit facilities. The three bump right into each other the same way that Murrue, Amuro, and Kira bumped into each other. "Hey, what the hell are you doing, man?" Lowe yelled while rubbing his head.

The man just stood there, rubbing his head too. He then looked to the mobile suit facilities of the Orb base. "You two, can you two pilot a mobile suit?" he immediately questioned.

"What? What kind of question is that?! We have to get you off this colony!" Duo snapped back.

"Look, this is an Orb mobile suit base! We have to save their prototype suits for the sake of the colonies!" the man yelled back. "Can you pilot mobile suits or not?!"

Lowe looked at Duo for only a split second and looked back at the man. "Yea, we can pilot mobile suits-"

"Follow me!" the man said as he led Lowe and Duo into the mobile suit facility. Once inside the abandoned facility, they moved to the main control room to asses the mobile suit specs. "Here they are."

"Hey! What are you doing here?! These suits are set to self-detonate soon!" a man in the control room shouted.

"Wait, you're gonna self-detonate the suits?! You can't! These units must be saved, for the colonies!" the man leading Duo and Lowe yelled back. He then punched the man in the control room, knocking him out cold. "Let's see, abort the self destruct sequence..." as he started typing quickly on the computer, several screens and windows appeared up.

In Duo's mind, he knew that the man couldn't be Natural with that speed and skill, and deducted that the man was a Coordinator. "Hey, you're a Coordinator, so are you doing this on behalf of the Naturals of the colonies too?"

Lowe shifted his eyes, looking at the man too in agreement with Duo's question.

"I am Coordinator, my name is Rondo Gina Sahaku. These three units can help to save the colonies, not just PLANT. I won't let these units get destroyed!" Rondo replied as he slammed his fist on the controls. When he did so, a new window opened on the main screen inside the room. The new window read: "Blue Frame Testbed...Emergency Escape Launch Now." "What?! No!" Rondo yelled.

The large flatbed carrying the Blue colored mobile suit moved downward, and then was covered by a large covering, then slid down a tracking underneath the floor of the facility and outward to its own launcher in the colony. The large pod carrying the Blue unit drifted in space away from the battle at Heliopolis.

"We can find that unit later, you two, get to the other units now, and get out immediately!" Rondo ordered.

"What? Are you crazy?" Lowe yelled back.

"Look, I've downloaded all the mobile suit data into the remaining units, the OS will operate for Naturals and Coordinators, now GO!" Rondo snapped.

Duo and Lowe put on a quick terrified face and then turned around and ran to the Red unit, while Rondo ran to the Gold unit. Duo opened the cockpit hatch, Lowe jumped in, and Duo also jumped in just before the cockpit hatch closed. Rondo got into the cockpit of the Gold unit and then stood his unit up, and immediately flew away. Duo and Lowe looked to Rondo's leave inside the Red unit, and then started running from the smoldering facility to their own ship docked at an end of the colony untouched by the ZAFT invasion.

Outside the Heliopolis colony, the mercenary Frost Team approached to foreign object leaving the colony. They didn't hesitate the pick up the large escape pod, and then started heading away from Heliopolis.

After getting off the elevator unit, Amuro and Kira battled their way through GINNs and Zakus to a large facility in the colony. Suddenly, a Moebius Zero appeared in the skies above them, followed by the Archangel taking off from the large facility.

"Mu La Flaga? Is that you?!" Murrue identified the pilot of the Moebius Zero.

"Murrue Ramius? Are you in one of those units?" Mu replied.

"Yes, what's happening?" she asked.

"No time to talk now, get inside the Archangel!" Natarle ordered from the bridge of the Archangel. "We can't afford to have the remaining prototypes destroyed, get them inside the Archangel!"

Then, more GINNs started showing up around the two prototypes. The units still didn't attack for a few seconds while a larger unit showed up; a CGUE landed in front of the two white units. Rau Le Creuset was inside the CGUE, and smiled as he glared at the two units. "So, this is the Alliance and Federation's Gundams? Let's see exactly what you two are capable of!" Rau taunted as he opened fire on the two units.

Kira and Amuro dodged in opposite directions to evade the shots. Kira posed with his knives deployed and waited for Rau to attack him, while Amruo deployed his beam sabers, and also awaited Rau to attack.

"Now that's more like it!" Rau shouted as he threw away his main rifle and pulled out his CGUEs sword.

As the three units engaged in their triplet duel, the GINNs began attacking the Archangel. Mu La Flaga began defending the Archangel with his Moebius Zero and the assistance of surviving Daggers and Leos. Though the GINNs got close, and a few even damaged parts of the Archangel, they were all eventually destroyed.

Outside the colony, the White Base, under emergency command of Bright Noa, started to provide support fire for the remaining Alliance forces outside. Lucrezia Noin pulled in front of the White Base and opened fire to cover her fellow troops retreating to the White Base. GINNs and Zaku IIs tried to get close to the White Base, but were fended off with beam cannon and rifle fire.

With one final clash, the three dueling units were at a stalemate. Rau's CGUE was in the middle of the two Gundams, his sword blocking both knives of Kira to his right, and his shield holding up against Amuro's beam saber on his left. "Damn, I was careless in fighting these two!" Rau growled.

"This is Car Aznable calling Rau Le Creuset. Commander Creuset, I'm calling the retreat now!" Char ordered.

"No! I won't stop until these units are destroyed or captured!" Rau snapped back to Char.

"Sir! Your team has already reported in capturing four of the five Alliance prototypes! You should retreat now, sir!" Char shouted back.

"I see. I'll be returning to the Vesalius momentarily!" Rau yelled. His CGUE leaned forward slightly, and then flared his verniers forward. Kira and Amuro almost lunged into each other, but stood up immediately to counter. They stood, looking to Rau taking off and flying away from them. "I'll see you two again!" Rau shouted down to Amuro and Kira.

As the colony starts to become unstable from the ongoing invasion, Char ordered all of his forces and ZAFT forces to retreat from the colony. The whole of the ZAFT forces both in and out of the colony were in almost full retreat as their suits tried to find the fastest ways back to their respective battleships.

Meanwhile, at yet another part of the colony, near the Orb facilities was a large construction complex and housing block owned by the Barton Foundation. Inside a large factory building, were three prototype units dubbed "Serpent." Across communication boards inside the Barton Foundation buildings, were the words "self-destruct," and all of the employees evacuated in order to fulfill the order given.

As that transpired, Amuro and Kira were preparing to board the Archangel with the remaining Daggers and Leos. Amuro took off in the Gundam and landed inside of the Archangel's mobile suit carrying bay.

"Kira, it's time to move to the Archangel," Murrue explained.

"Yea, I understand. Heliopolis, my home, is now being destroyed...why?" Kira asked himself before starting to move Strike to the Archangel.

Suddenly, an object appeared both on radar and on the display screens. The object was fast and light red. It sped by the Archangel and landed between the buildings in front of the Strike unit. The unit stood up and stared down the Strike. The light-red unit was the Aegis unit captured by Athrun Zala.

"Kira...Kira Yamato?" Athrun asked.

"Athrun...Athrun Zala?" Kira replied.

"Is that really you Kira? Why are you fighting for the Alliance?" Athrun asked again.

In those seconds that Kira tried to answer, the Barton Foundation detonated their Serpent suits. The explosion echoed throughout the colony as the quakes caused the massive explosion only damaged Heliopolis even more. The colony began collapsing as its large sides broke apart, splitting buildings and streets. Athrun took off, and fled to the nearest escape point that he could in his Aegis unit. Kira remained for a few seconds.

"KIRA! We have to get out of here!" Murrue yelled at him.

"Right..." Kira said as he took off with the Strike and landed inside the Archangel.

The Archangel closed off it's hangar bays after recovering all the units that it could, and proceeded to a point where it can exit the colony. The White Base outside, started to move to farther side of the colony after collecting other mobile suits as well.

The whole of Heliopolis began to explode slightly, and the portions of the colony broke apart. The once great neutral colony was little more than ravaged pieces, now a complete victim in this war.

After Heliopolis completely fell apart, the image was being displayed in dark room. Inside the room stood a large figure, and shorter figure, who stood looking at the screen as the only source of light. One of these men, Professor S formerly of Anaheim Electronics, and the other was Doctor J, once a designer for Neo-Japan.

"So, the Federation and the Alliance have finished their own military gundams?"

"It would seem that way, yes. We'll have to make those finishing touches to our own gundams."

"Yes. ZAFT and the Principality of Zeon can't fight for the colonies over ideals and genetic enhancement, we just have to fight over independence."

"Contact the others, tell them to green-light our pilot search program."

"You have already found yours?"

"Yes, we'll make our move without the Barton Foundation. Though kindness is unnecessary for our new weapons, humanity is still needed for the heart of the pilot, and I fear that my pilot has been too perfect for war since he was born."

"So, we're not going through with 'Operation Meteor?'"

"No, we have our own way of gaining peace and independence for the colonies."

Inside the blackness of large transport ship inside one of the Lagrange Colonies, a large white and blue Gundam with wings was kneeling on the ground. The eyes of the Gundam flashed their eerie green glow.