Disclaimer: None of the characters from Halo, Halo 2, or the Halo books are mine.

A/N: Sorry this is taking so long, but this flashback is taking much longer than I expected. Then again, I guess I'm trying to sum up Halo: First Strike from another person's point of view, so I guess that's bound to take a while. Hopefully there will only be one or two more flashback chapters after this one, then we're back to the Master Chief and the Arbiter. Thanks for reading!

Another A/N: I changed the Prologue on November 14, 2005 because it was a crappy prologue before. Now it's so much better, so if you haven't read the prologue after the date stated above, please go read it! Yay! Thanks for reading guys!

Yet Another A/N: Some of these A/Ns are a bit out of date, because I'm too lazy to erase them, so if they don't make sense, then just ignore them...assuming that you read them of course. Anyway, enjoy the chapter!

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Halo 3: The Fall of the Covenant

Chapter 15

Belly of the Beast

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The remaining twenty-nine Spartans patiently waited at HQ for the night to come. While they were waiting, they amused themselves by exploring the base and salvaging anything remotely useful, whether it was information, equipment, or even entertainment.

About one hour has passed since they've arrived at the base, and they've found all sorts of interesting things. They found some new weapons that the UNSC was testing, and according to the files attached to it, they were called the BR55 rifle, or, as many of the testers preferred, the battle rifle. There was a stripped down version of the M6D, and an upgraded version of it as well. They were appropriately labelled as the M6C and the M6E pistols. While the M6C lacked the power and accuracy of the M6D, it fired a lot faster, whereas the M6E fired almost as slow as a shotgun, it was more accurate than the M6D and packed a lot more punch as well.

Then there were the M7 Caseless Submachine guns they found. Almost everybody preferred the old fashioned MA5B to the M7 because the MA5B was almost twice as strong and had much more stopping and penetration power. The only one who preferred the M7 to the MA5B was Kyle. Kyle loved to spray bullets at hostile enemies and the M7 was small enough to be dual-wielded. Kyle originally had an assault rifle and two pistols but upon spotting the SMGs, he immediately ditched the pistols and replaced them with twin submachine guns. He also grabbed a lot of clips for it, because it was a relatively weak weapon. That didn't lessen his love for the automatic weapon he had trained with all his life however. He picked up almost as many clips for the assault rifle as he did for his twin SMGs. He even emptied one of his grenade compartments for clips, leaving him with only four grenades to work with, as opposed to the eight all the other Spartans had. Kyle really did love his automatic weapons, and that love would be his downfall.

Weapons weren't the only things they found. They tapped into the computers there and found information. The coordinates to other human worlds were already erased, as per Cole Protocol, but the maps of Reach were still intact. This barely gave them any advantage however, since they knew Reach like the back of their hands already since they had trained here all their lives.

While Kyle was busy fiddling around with automatic weapons, Xiran had taken a few Spartans with him to scout out the base and took anything useful. So far, they only found weapons, ammo, and the maps. What he really wanted was something smart and useful for cracking into the Covenant battle net, like an AI. He was in luck.

As he entered one of the two control rooms, he found two chips of memory crystals inserted into where the AIs would usually reside. Xiran approached cautiously to examine the crystals. Suddenly, two holographic images sprung out of two pedestals close to the data ports. There were two AIs slotted in the controls. One was a 'female' AI, and the other was a 'male' AI.

The 'girl' AI's name was Aphrodite, named after the Greek goddess of love, beauty, and sexual desire. Although many depictions of Aphrodite involved her standing there naked and unclad, the AI Aphrodite was clothed with a shining white robe, which covered her more salient features.

The 'guy' was called Tlaloc. He named himself after the Aztec god of rain, agriculture, and fertility. The image of the AI was somewhat peculiar. Even though the original pictures of the god Tlaloc, drawn by the Aztecs, showed an inhuman blue creature with fangs, the AI Tlaloc decided to change that image a bit. The AI's image is of a man with an unusual square head and blue skin. He had neither fangs nor claws, so he appeared at least semi-human.

"Finally, a human! I was afraid we might have to erase ourselves to prevent the Covenant from capturing us." The girl, Aphrodite, sighed with relief. She paused, then she said. "You're a Spartan."

"Yes I am," replied Xiran, not knowing where this conversation would lead to.

"Good. If I'm correct in assuming this, and I'm correct ninety nine point nine percent of the time, then you have a slot on the side of your helmet where you can put me."

"Yes. I do."

"Then what are waiting for? Yank me."

"What?" exclaimed Xiran.

"Not that kind of yank, you pervert," sighed Aphrodite.

"I wasn't thinking of...oh never mind. I'll take you." He strode over to the slot where Aphrodite's memory chip was in, and ejected it. Then he popped it into his helmet's 'AI slot'.

An interesting sensation swept through Xiran's mind that was quite unlike any that he's ever experienced. There was a hissing noise, followed by a pop, and then a sensation not unlike liquid being poured through his ears and into his brain.

"Interesting suit you have here. Although I have analyzed these suits before, I've never done so from inside of one."

"I see," replied Xiran, unsure of what else to say.

"Do you, by any chance, have another Spartan to carry my friend Tlaloc?" she continued.

"Yeah, I'll call one of them in here," he replied.

"You don't need to say that out loud you know, I can hear your thoughts, although the word 'hear' might not be entirely accurate. However, all you have to do is think the thought, and I'll know what you're thinking."

Xiran didn't reply, but he did call for a Spartan, complying with her earlier request. Shortly after he called, three Spartans marched in.

"Who wants to take this AI here?" he asked casually and tilted his head slightly towards the holographic figure of Tlaloc. Tlaloc scowled and made a little growling noise.

The four Spartans debated on who should take the AI, and eventually, they decided that it was best for the Gold Team Leader, Soroush, to take him.

Soroush walked over to the controls, pulled Tlaloc out of the system, and inserted the AI into his own helmet. There was a hissing noise, and it was done.

"Come on, let's go search out the rest of this facility, just in case the others left something else important," suggested Xiran.

The others agreed instantly and scattered throughout the complex. An hour later, all the Spartans gathered in the main garage to report their findings. About half of them turned up empty handed, but what the other Spartans found compensated for that. They pooled their findings together and found that they had quite a stock of weapons. Over two hundred rockets were found for their rocket launchers, as well as hundreds of grenades. There were plenty of assault rifle ammo for everybody and it would last – Xiran quickly did the mathematics in his head – for about twenty five hours of continuous fire from all twenty nine of them. Sniper ammo was common too, as were pistol rounds and shotgun shells. Unfortunately, they already enough ammo for this operation, and the extra was completely worthless.

Finally, they got down to the more serious weaponry, the anti-tank mines and other explosives. They found about a dozen Lotus anti-tank mines, and a quartet of Fury tactical nukes. Unfortunately, the nukes were completely useless in this situation because the EMP would fry the generators.

"Whoever wants an anti-tank mine, take it now, but leave the tactical nukes. We can't use them this close to the generators," ordered Xiran. "Danielle and Amy. Go stash these in a secure place and disarm them. We can't let the Covenant detonate these." He pointed at the nukes, which were each about the size of a football.

"Yes, sir," replied Amy and Danielle nodded. With a nuke under each arm, the two Spartans disappeared into the base.

The next hour passed without much excitement. The Spartans were instructed to stay off the COM channels unless it was an emergency. They were to keep quiet as well. Eight Spartans were posted on guard and patrol duty and the rest patiently waited.

"All right. It's time," said Xiran finally.

"About time you said that," said Aphrodite.

"It wasn't that long of a wait you know," replied Xiran, thumbing the safety on and off his sniper rifle.

"Whatever. Give me a minute to hack into the Covenant battle net. You should probably start now. I'll be done in a second."

"Right. Spartans, you know the plan. We discussed this earlier. Go in stealthily, and make as little contact with the enemy as possible and let the snipers take out the stronger enemies before advancing."

Acknowledgement lights winked and Xiran smiled. "Let's move out!"

The Spartans separated into their four groups again and the team leaders led the teams apart. Red, Gold, and Green teams were soon out of sight.

"Do you think we're going to get out of this alive, sir?" asked Kayleigh.

"I don't know, but we're certainly going to try," replied Xiran grimly.

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Zek Lemanee was a SpecOps Commander, a high position in the warrior ranks of the Sangheili. The only positions that held more power were the Ship Masters, and the Councillors. Although the Zealots technically outranked him as well, most SpecOps Commanders and Zealots were treated in the same way.

He glanced around at the Human world. Most of the land the Covenant now possess had already been battle worn and scarred. There were several trees on fire and there were bodies everywhere, Human and Covenant alike. There were several wrecked Ghosts around, and plasma leaked from their fuel cells and engines, melting the dirt underneath it. There were Human vehicles around as well. Several Human "Warthogs" were overturned and on fire, and there even was a Scorpion tank here. Several Ghosts and a heroic Sangheili foot soldier managed to bring the behemoth down, but only managed doing so by scoring a lucky hit on the turret. The white hot plasma had fused the main cannon of the tank shut, and when it tried to fire, the high velocity shell exploded as soon as it encountered the blockage. The blast killed the driver and destroyed most of the tank, but enough remained so that you can tell what it once was.

Lemanee sighed. The resulting explosion had taken out two Ghosts and the foot soldier, which happened to be one of the best under his command. He sighed again and looked around for a sign of what he was supposed to be looking for. He found none. He yet sighed again, and signalled for his troops to stay alert. The Sangheili warriors under his command acknowledged with nods of their heads or low pitched grunts, while the Unggoy and Kig-Yar made their various high pitched squeaks and barks.

To many others, Lemanee was a hero to them because of the numerous battles he had survived, including four encounters with the infamous Demons. Even though he hadn't killed a Demon, to escape them four times is an incredible feat.

The reason he survived was because he was different. He was very much like another Sangheili SpecOps Commander, the one known as Half-Jaw. He and Half-Jaw had grown up together, and joined the Covenant army together. The two Sangheili youths soon became very adept at their combat skills and soon achieved high position in the Covenant army. Half-Jaw a SpecOps warrior, and Lemanee a SpecOps Commander. Half-Jaw was in Lemanee's squad most of the time and acted as second in command. He had all of his mandibles back then but soon that was about to change.

One day, they were charged with a particularly dangerous mission to destroy a Human stronghold near the Human city of Côte d'Azur. The complex consisted of tight corridors and had very little room for manuvering. When Half-Jaw went around a corner, he was greeted by a shotgun round. Fortunately, SpecOps warriors had very strong shielding, so the shotgun didn't kill him. It drained all of his shields though. The Human discarded the shotgun and drew his sidearm, the almost laughably weak pistol. The Human shot three times at this head but missed. One shot hit his chest plate, which prevented his shields from regenerating for another five seconds. In a final act of desperation, the Human lunged at the SpecOps warrior and grasped his mandibles. He had remarkable strength for a Human because the bones and cartilage in Half-Jaw's two mandibles snapped. Half-Jaw howled in pain and quickly shot the Human dead with a plasma rifle, before he could do any more harm.

Later, after the Human stronghold had been captured, Lemanee was promoted to SpecOps Commander for his acts of bravery and sacrifice.

A slight movement in the distance broke his train of thought. He then took the binoculars from his belt and looked through them. Nothing. Then suddenly, one of his warrior's shields flared and disappeared. There was a white trail of air being pushed apart and it quickly disappeared.

"Sniper! Get down!" cried Lemanee.

Too late. The warrior that took the first bullet was immediately struck by a second. A gaping hole appeared in his chest as the SpecOps soldier screamed in anger and pain. A third bullet struck him in the center of his head. The helmet held for a second, then it collapsed as the round penetrated his skull and exited through the back of his head.

Crack!

Another sniper round whizzed through the air and punched through an Unggoy's methane tank. The spark created by the bullet hitting the methane tank caused it to explode in a ball of fire.

"Ah! We're all gonna die!" shrieked the Unggoy what was standing right next to his friend, who exploded.

"Get down," barked Lemanee again. Everyone dived to the ground and no more sniper rounds came their way.

After a minute or two, they got back up and tried to find a hint of where the sniper round came from. A thin, shattered branch gave them this information.

"I suggest that we go hunt down the one responsible, your Excellency," suggested one of his Unggoy.

Lemanee pondered this suggestion for a while. Then replied. "Yes. We shall, but first we will arm ourselves first. It would not hurt to bring a few Kig-Yar snipers with us as well."

"Yes, your Excellency," replied the Unggoy.

The SpecOps Commander looked out at the hills in ahead of him, then the hills behind him, which hid their temporary base. Then he looked up. Directly above the base, was a cruiser.

The cruiser was a comfort to him because no Human weapon can penetrate it when it was this low off the ground. One of their super dense projectiles would blow the planet apart, and he was sure that the Humans didn't want that.

The only way he could think of to destroy the cruiser was by detonating a nuclear or plasma bomb inside it, and that was highly unlikely because of the hundreds of Covenant troops surrounding the base of the main gravity lift. There were also almost ten thousand Covenant soldiers inside the cruiser.

"Let's move out," ordered Lemanee as his squad made their way back to the cruiser.

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"Blue Team is in position for assault," said Xiran over a secure channel.

"Red and Gold teams are in position and ready," came the reply.

"Green Team will be at where they're supposed to be in a while. ETA one minute and thirty seconds."

They waited for about a minute and Green Team reported in.

"We're ready."

"Good," replied Xiran. "Let's begin."

Four rockets were fired in response, then four more. A makeshift armory exploded in a giant ball of plasma and fire as three rockets impacted upon it. Meanwhile, the other rockets streaked towards where the Ghosts, Spectres, and Wraiths were parked.

The Covenant vehicles exploded one after another as a chain reaction started amongst them. Meanwhile, the Spartans with the rocket launchers reloaded their launchers and shot two more volleys.

The first volley of rockets impacted upon various points along a Banshee hanger. It collapsed, crushing the Covenant aircrafts contained within. The second volley struck the already collapsed hanger, destroying anything that might've survived.

"Save your rockets, we might need them later," ordered Xiran over the COM. The four Spartans equipped with rocket launchers acknowledged the orders and switched to their assault rifles. Xiran continued. "Snipers, try to take out as many Elites and Hunters as possible. The Grunts and Jackals can wait their turn."

The seven other snipers sent their confirmation signals. Xiran raised his own sniper rifle, activated the night vision, and went down to work. The first to fall was an authoritative looking Elite, a veteran, since it wore crimson armour. It was trying to restore order to his squad, which was consisted mostly of Grunts. The Grunts ran in circles, and shot wildly at random objects, be it a tree, a rock, or fellow soldiers. That was the unspoken code of action for the Grunts: When in doubt, shoot.

The veteran Elite grasped a troublesome Grunt by the neck and threatened the poor creature with many horrible things including disembowelment and public humiliation. Suddenly, a ghostly white trail struck the Elite in the side of the head, piercing through his energy shield and helmet. The Elite's grip loosened as he died, and the Grunt waddled away, gasping and screaming at the top of its lungs.

Xiran looked for another Elite and zoomed in on his target. Crack! A Hunter toppled over a frightened Jackal. Crack! A minor Elite that just emerged from its sleeping quarters fell to the ground. Crack! Another veteran Elite fell beneath Xiran's expert sniper skills.

Xiran clicked the magazine release and the empty sniper magazine fell to the ground. Another thump was heard as the other sniper on Blue Team, Alex, also dropped an empty magazine. Then Xiran and Alex, in unison, drew out another magazine and slapped it into the rifle. There was a satisfying click as they got back down to work.

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Hagag woke up to explosions, alarms, screams of death, and the sounds of Human weapons being fired.

"The Humans have found us! All is lost!" cried another voice from his sleeping quarters.

Hagag turned around and saw his friend, Zahah, running around in circles shrieking his head off.

"Be quiet Zahah, or the Sangheili commanders will come and tell us to fight!" squeaked Hagag. Zahah immediately stopped his shrieking. He now ran around in circles whispering "we're screwed, we're screwed" over and over.

Hagag kicked his companion in the shins. Zahah stopped running and fell clutching his leg.

"What did you do that for?" asked Zahah through clenched teeth.

"Shut up or I'll do it again," threatened Hagag and Zahah immediately shut his mouth and kept his writhing to a bare minimum. The other Unggoy in the quarters watched in amusement, but Hagag gave them a stare that spoke volumes, a useful trick he learned from the Sangheili, and they stopped staring.

"You guys stay here. I'll go outside and see what's going on," said Hagag. The other Unggoy said nothing as he made his way out of the tent, shaking from head to toe.

The scene he witnessed wasn't a pleasant one. There was chaos everywhere. His fellow Unggoy soldiers ran rampant and shot at anything that moved. The Kig-Yar weren't much better off. The most disturbing thing he witnessed was the lack of living Sangheili commanders trying to give orders. He saw many dead ones though. He gulped and returned to where the Unggoy under his command were waiting.

He waddled back into the tent and was immediately greeted by a plasma pistol charge shot. Thankfully, the shot was slow and the Unggoy dodged it. The bolt hit one of the walls and created a shiny crater where an inch of metal used to be.

"You fool!" shrieked Hagag. "It's me!"

"Sorry sir. We thought it might've been a Human," replied Zahah, who was still on the ground.

"Do I look like a Human to you?" cried Hagag angrily.

Just as he finished the sentence, two figures burst through the door Hagag just entered from. The figures had shiny green armour, although they were dented, scratched, and burnt in several places.

They also wielded steel grey, Human weapons.

Hagag turned around at the noise and was immediately put down by a kick to the face. The other Unggoy did what they did best; they ran in circles, screaming, while shooting randomly. The figures then pulled the triggers of their weapons and a hail of bullets engulfed the rest of his squad.

Hagag weakly raised his plasma pistol and shot a bolt at one of the Humans' exposed backs. Hagag grinned as the bolt hit the Human squarely in the shoulder blades, but the grin quickly faded as a yellow energy shield around the figure absorbed the blast. The Human turned around to look at Hagag's semi-prone form, raised the Human weapon it carried, and fired.

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The Spartans looked around the destroyed Covenant camp and looked for any survivors. There were none. Then they looked for an operational Banshee or Apparition. The first place they looked in was the hanger they destroyed earlier. Unfortunately, the only operational Banshee only rose about a meter off the ground due to the vast damage that was done to one of the gravitational pods on its left wing.

"Looks like we'll have to go up the lift," said Aphrodite coolly.

"Yeah, I guess so," replied Xiran with the same casual coolness. The female AI snorted, but didn't comment.

"All right Spartans. There were no operational Apparitions or Banshees here so we'll have to go to our backup plan. We'll have to go up into the ship and find one there."

"Yeah," replied Danielle.

"Then what are we waiting for? Let's go."

Together, the twenty-nine Spartans sprinted towards the grav lift, which was a little less than a kilometre from their currant position. When they were no more than fifty meters away, Soroush suddenly shouted a warning.

"Covenant! Coming down the lift!"

The Spartans looked up and indeed, there were two Elites leading several Jackals and Grunts coming down the lift.

"Alex and I will take them," said Xiran as he unslung his sniper rifle and clicked off the safety. Alex did the same. They zoomed in on their targets and sniped away. Loud cracks from their sniper rifles filled the night and a few seconds later, the dead bodies of the Grunts, Jackals, and Elites hit the base of the lift.

"Let's go before they send more reinforcements!" barked Xiran as he slung his sniper rifle and drew his MA5B. The Spartans sprinted towards the gravity lift and eagerly jumped in. The effects of the reversed gravity in the lift immediately hit them. Xiran felt the blood rush to his head and felt strangely light-headed. He looked down and saw that he was already several meters into the air. He glanced around and saw his Spartans rushing upwards all around him.

As they reached the top of the lift, a hatch automatically opened to let them in. The Spartans all landed inside the ship, and the hatch closed again. He glanced around at the room he was in. There were quite a few weapon pods in it and most of the plasma rifles and needlers in them were secured so that they wouldn't fall out when they descended down the grav lift. There were also half a dozen Ghosts, as well as a pair of Wraiths. The Wraiths and Ghosts wouldn't fit into the many doors surrounding the room. A Ghost might just fit, but the rider would be terribly exposed since Ghosts weren't meant to manuver in such tight spaces.

The Covenant weapons in the canisters wouldn't be needed...yet. All in all, the room was everything Xiran expected it to be except for one disturbing factor.

There were no Covenant soldiers present.

"What? There's no Covenant here?" asked an amused Soroush.

"Don't jinx it man," chided Danielle jokingly.

"You believe in luck?" asked Soroush.

"No, but you never know."

Just as Danielle finished the last word of her sentence, six of the eight doors surrounding the room slid open and Grunts, Jackals and Elites rushed out of them.

"No Covenant eh? You just had to say it didn't you?" said Xiran sardonically as he raised his assault rifle and pulled the trigger.

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A/N: Since there is the "review reply" option on FFN (and because we aren't allowed to post replies here anymore), no more reviews will be addressed. I will use the review reply system and deliver my replies there. If you have submitted an anonymous review, then I'll probably email you with my response. On a related note, I am now taking the other review replies off the other chapters as well. Thanks for reading...and review please!

Another A/N: Sorry this took so long guys, but I had a ton of school work. Actually I still have a ton of work left, but...whatever. Enjoy the chapter and don't forget to review!