Disclaimer: I do not own either Kantai Collection or Halo, nor do I gain any monetary funds from either them or this fanfiction.

Author's Note: Again, co-written by Carlos Andare.

Italics - Radio, Ship names

"Minotaur is down, I repeat, Minotaur is down!"

"Dive, dive, dive! Hit your burners, pilot!"

"Falcon 2 is hit! Seraphs are all over us, we need support from Scimitar!"

"Mac round impact confirmed! Corvette destroyed!"

"There are thousands of them. Grunts, Jackals and their warrior Elites. They have tanks and fliers. Christ, they've breached the perimeter. Fall back! Fall back! If anyone can hear this: the Covenant is ground-side. Massing near the armory!"

Admiral Stanforth heard it all with the back of his mind as he directed his own bridge crew. "I want a time-to-target strike on that Assault Cruiser. Both MAC rounds followed by Archer pods 3-9. Hit 'em and gut 'em people," he said, while watching the Say My Name take out an un-shielded Corvette with its own magnetic accelerator cannon.

"Evacuate forward decks. Brace for impact!"

A Frigate spun out of formation, its forward third reduced to so much slag by a plasma torpedo. It fired off its remaining missile pods in a futile attempt at retribution before a second torpedo struck it directly amidships, causing it to vanish in a flash of light. Its sister ships didn't take it lying down though, and the Paris-class frigates threw their rage out at the offending cruiser, battering its shields down with MAC rounds and salvo upon salvo of Archer missiles, shredding the starboard side with close in fire while one of the frigates was destroyed in a vicious counter-strike. The cruiser let loose one last salvo, gutting a third frigate before it finally had enough. It burst open like a ripe watermelon, its plasma reactor spewing blue fire out while hull plates flew off in all directions.

Despite the seemingly even exchange, and Stanforth chuckled mirthlessly at such a statement, he knew it was an illusion. The UNSC had a hard enough time claiming victory when facing the Covenant at three to one odds, and here they were facing the opposite. 300 Covenant vessels, three entire fleets, against the ragged remains of Reach's own defensive force. The Herodotus was the next to die: a needle-thin beam of charged particles from a distance of one hundred thousand kilometers bisected the ship from bow to stern. That damnable sniper-ship showed that it wasn't done. As he winced, Stanforth felt the emergency thrusters fire off the port side to swerve the Marathon-class cruiser out of the way of a plasma torpedo barrage. Most of the torpedoes sailed past, but one splashed against the hull. Armor plates vaporized and structural beams twisted and buckled. Munitions in ruined defense guns and missile pods cooked off in small fireworks explosions.

"Hephaestus, status report!" he called out to the ship's AI, who appeared on a projector next to him.

"We just lost the port-side stabilizers and attitude thrusters, and Archer pod 10 is gone. So are 8 and 9, but they was already empty," the AI said as the blacksmith-looking AI spoke. "We've got a coolant leak to our reactor, but the techs are working on it already. I do not recommend we take another hit there."

"We may not have the choice. Have the Tharsis and Musashi cover our flanks and increase our fighter screen. Tell Gamma group to hit that Battlecruiser from the other side and take pressure off the ODPs. If we lose those then we can kiss this fight goodbye. Don't want to give our enemies TOO much of a handicap, you know?" he said grimly.

She shuddered as the fires were doused by venting atmosphere, her flank still burning from the heat as she sweated her coolant out into space. Hephaestus was still bugging her for any other problems, but none of them were important enough for her to bother her Admiral with. The foe had already taken too many of her sisters as it was, and Leviathan wanted blood in return! Sighting her MAC on another purple-hulled cruiser she spat defiance at the alien ship, and rejoiced as it shook under the twin volley, turning its bulbous head to face her even as she let loose another Archer pod. The Marathon class' heart, a deuterium fueled reactor, currently operating at 120% of its normal output, beat fiercely as she felt the pinpricks of Seraph plasma cannons stitching across her armor. Hephaestus' digital magic guided the fury of her point defense guns, smashing the Covenant craft as they came around for another pass.

Levi had rejoiced at the inclusion of the AI into her systems, as it let her speak with her Admiral a lot more clearly than without it. A part of her was irksome that he could only sometimes understand her perfectly without the go-between, but Stanforth had commanded her nearly since her construction, more than 40 years ago, and she wouldn't have had it any other way. Hephaestus just made it easier to do her job, and that alone meant that she was willing to put up with him.

As it was, she was focused on the battle around her. To her rear, Trafalgar cried out as she received the fury of no less than nine different capital ships, the plasma torpedoes burning their way through her decks and docking bays. She burned alive, shedding overstuffed escape pods as she desperately tried to keep herself together while sparing her crew. Her children, more than 100 Longswords and Rapiers, all shouted in grief and rage as they and their pilots sought retribution against their mother's killers.

Another torpedo struck her face, vaporizing armor. But the afflicted section had been evacuated. No blood was spilled but hers. Unfortunately the same could not be said of others. The sniper-ship - may whatever Hell awaited her kind in death take her - speared Musashi, gutting her with its projector. Leviathan watched as the carrier was cut in half amidships, her engines still burning to get into position while the stricken front tumbled away.

"Sir, we're getting torn apart out here! HIGHCOM just reported the loss of two more ODPs, and that THING out there can hit us from beyond our range!" the comms officer said.

"Calm yourself sailor. I know it's bad, I don't need the pencil-pushers to tell me that," Stanforth said. The man was fiddling with something in his hands as he spoke, an old fashioned chrome-plated lighter that he lit while putting a Sweet William cigar to his mouth. "Tell the Autumn that she's clear for RED FLAG and point us at the heart of their right-most command group."

Levi could smell the smoke through her bridge's fire detection system. If she could, she would have frowned. She'd always hated those things, but if they made her Admiral able to stay calm she wasn't one to talk. The cruiser had just fired off the last Archer pod on her left flank and queried her stocks. She had less than 10% remaining. Looking to her group's flank, Levi's sister ship Say My Name grit her teeth as she husbanded her ammunition, but fought with fury more than enough to match her elder sister.

Things were coming down to the wire now. They'd always known that it would. The Covenant had been coming down hard on humanity for more than 25 years, and they'd been pushed back the entire time. It was only a matter of time until they found Reach.

Looking back at the sniper-bitch, Leviathan's eyes widened as she saw it lash out at the Pillar of Autumn, its projector scoring a solid hit on the aging Halcyon's hull. To her surprise, the old girl bore it with a grunt, whirling on her axis and causing the beam to burn a spiral on her newly upgraded armor plating. The old woman grinned as the beam tapered off, as she was now in a perfect position to make her revenge. Autumn opened up with a triple-shot from her new MAC, an experimental weapon to ensure her success in Operation RED FLAG. It smashed the sniper's shields like a sledgehammer on glass. The purple and ivory bitch cried out, more in surprise than pain.

The Covenant vessel aimed again, but Autumn just grinned like the devil herself. A split-second radio transmission ignited the Havoc warhead that had slipped under the distracted sniper's replenished shields, turning the defense into a deathtrap as they now served to focus the fury of the detonation into the hull. Only ash remained.

Leviathan's engines purred in delight as they revved up, moving ahead with purpose as she squared off against what seemed to be the enemy's flagship. IFF tagged it Tango Alpha 9, but the enemy's own signal said it was the Seeker of Truth. Given how it seemed to be issuing orders to its fellows, it was a safe bet that this ship was the brains behind this part of the fleet, and Levi had no qualms about going toe to toe with her.

Unfortunately the Seeker's escorts weren't going to have any of that, and they let loose their plasma torpedoes to deter her. She only fired her missiles in kind. The nuclear surprise among them however detonated in a bright actinic light. The electromagnetic pulse disrupted the Covenant torpedoes' plasma bottles, dispersing the gas and ultimately nullifying the salvo.

Rebooting her sensors, the ship-equivalent of blinking away the spots in her eyes, she saw that she'd succeeded in getting in close. One of the escorts however, a heavy corvette, had anticipated her charge and replied by doing so itself. Purple and gun-metal grey hulls slammed together and rebounded as Leviathan and the Corvette, weighing as much as herself, if not a bit more, each reeled back in pain.

Superstructure buckled and internal systems collapsed from the hull stresses, and if not for the timely actions of one of the weapons techs who'd seen it coming doing an emergency shut down of her Archers' warheads her starboard bow pods would have likely exploded, taking her out of the fight entirely. As it was the brave tech, Ensign Dereck Owens, serial number 00721-96423-DO, was killed in the impact, his body crushed by the same ordnance he'd stopped from exploding.

Leviathan reeled from the collision as the Seeker charged another torpedo, unable to do anything as it slammed into her spine just as she came back to awareness. The plasma carved a path through her hull just above the bridge and down the length of the midship's MAC barrel, ruining the weapon and killing almost a full quarter of her crew. Exposed and unable to effect damage control, fires ate at her innards as systems crashed all over her causing her to drift.

Say My Name moved with her group to engage and protect her sister-ship as the Tharsis was also shot down, only to be forced away by pulse laser fire from a corvette wolf-pack. The one that had rammed Leviathan finally shook off its torpor, curving around to try and finish off its prey, the entire starboard side of its hull sheared off and bleeding off both plasma and oxygen, yet its focus on Leviathan was such that it didn't seem to notice.

"Leviathan! Don't you die on us yet!"

She couldn't be sure if it was from her fellow ships or her imagination, or if it was from one of her own crew-members, but the words pierced the core of her self, forcing her back into awareness as the Corvette came around. Looking back, she saw another of their command ships, a fellow Marathon-class named Hannibal charge in as she had, only to be torn apart by concentrated fire, then finished off by an energy beam that dismembered her aft and detonated the reactor inside. She looked at Say My Name, who still fought, having expended all of her Archers and was now using her close-defence weapons to tear chunks out of enemy Corvettes, even using them at range to do what damage they could against unshielded cruisers, but that didn't change the reality of the situation…

Stanforth pulled himself back into his chair, coughing as he felt one of his ribs protest the motion. Looking around, Lt Kinners was dead at her spot at the sensor station, a piece of her own console lodged in her skull and pinning it to her chair, while his engineering officer Lt Williams was out cold, and unlikely to wake up before the battle's end. Lt Daniels was still alive, though he was bleeding from a cut on his side and his arm was dislocated, so at least that was something. "Zach, get me Admiral Kimmerson on Say My Name," he said. The man nodded his assent, trying to get his comms station back up and running. Soon enough he had a solid connection, and the viewscreen came up in front of him.

"Stanforth, you alive in there old man?" Kimmerson said.

"Heh, takes a little more than a suntan to get me down Tom. Still, while I have no doubt you'd love to add to your kill markers, I'm going to have to ask you to leave this to me..."

The admiral frowned at his fellow officer's words. "Harold, you aren't seriously telling me to leave this theater, are you? We've got too much to lose here, we can't…"

"Kimmerson if you don't get clear from here I swear, dead or alive, I will come over there and throttle you! This isn't going to be the end and you know it. There are things more important than here…"

Kimmerson grimaced as he heard. "Regardless, we can't just abandon our positions here. We've still got some numbers, we can still do some hurt to these bastards…"

"Not without losing you old friend. You're the last command ship we've got, damnit. Whitcomb's out, and Hood's already at Earth. You're the only one who's been through this from start to finish Tom… You were there at Harvest," he said. "You saw what they did, what they'll do here… I don't need to tell you what they'll do to Earth if they get to her…"

"Then why…?"

"Because I'm not going anywhere… And if you don't there won't be anyone of enough rank left to organize the withdrawal." Stanforth puffed at his cigar again as he gave a meaningful look to his friend. "Get clear Tom… Do some good and keep who you can alive. Don't throw yourself away like I'm doing, hmmm?"

Kimmerson was quiet as he took in his friend and fellow admiral's words, before sighing. "You had to pin this on me, didn't you? Is this revenge for that incident in the Academy?"

Stanforth had to chuckle. "You brought it on yourself friend… Do me a favor though… Tell Melissa I'm sorry."

"I will…" he said. "Godspeed sailor… Make them pay."

"Wilco Admiral, wilco…" he said, shutting the connection and turning to Daniels. "Give me propulsion, I want to at least take down that bastard who tagged us… Make sure that they remember us in Hell…"

The weapons officer nodded grimly, turning to the engineering station and moving past the unconscious Williams. "Propulsion is only able to get up to 80% thrust, and that's by pushing the reactors…"

"Push them. Fire them up to 200%."

"...As you wish Admiral."

Leviathan watched as her sister ship pulled away, Say My Name's radio practically screaming apologies as she fell back, calling the other surviving ships away with her. The stricken flagship groaned as her superstructure flexed and her reactors respond to her Admiral's command. With only one working weapon and a shattered hull, Levi was a dead ship and she knew it. Still, she could at least make her killers pay… As the Corvette came in, she brought her dorsal MAC gun in line to point at the vessel's nose, grinning as she launched the 600 ton tungsten steel projectile at a fraction of the speed of light, smashing the purple bitch in the face!

As the corvette reeled, cored through and losing power, she still managed a glancing blow that scraped Leviathan across her chin, and Admiral Stanforth's last act was to laugh as the ship tore his bridge from her hull along with most of her belly. Unheard and unseen, Levi screamed in grief as her Admiral died, and she felt a literal piece of her soul go with him as she floated away.

Her systems were still flickering in and out as she shuddered and shook. The Covenant deemed her a relatively easy kill at this point, most of them turning towards healthier foes as the UNSC fleet fell back, retreating into Slipspace on random vectors. Looking towards Reach, the world she'd sworn to protect, the world that had given her safe haven and a friendly port, Leviathan could see that it was already burning. Covenant vessels descended into its atmosphere to burn away city after city, turning its verdant green plains into black deserts of glass and fire. The polar caps weren't spared, and the snow and ice evaporated into the air, only to be further boiled off until it escaped the bounds of the Ozone and burst out into space, lost forever.

The screams were the worst part. All over her radio she could hear the people below dying, screaming upwards for someone, anyone to save them, only to go silent as they went unanswered. Soldiers calling for support or extraction, only to hear nothing in return. It was heartbreaking on its own, but with the loss of her admiral, and her own crew dying both from the failing life support and the boarding teams the Covenant were sending onto her, filling her decks with their vile presence and slaughtering the men and women who'd served with her faithfully…

It was too much. In that instant, surrounded by death and horror and flame and the cold embrace of airless space, Leviathan felt herself break. A scream that echoed as static throughout over all the channels available to her was ripped out of the ship as her interior lighting shut off… She floated there, dead to all and silent while the planet sought to join her in death, soldiers and citizens alike dying to unfeeling alien hands. Eventually, the pleas fell silent, as the inevitable crushing of hope occurred and those with nothing left simply went quiet…

But not all... Some still fought onwards, spurred not by hope, but by spite. The sheer determination to not let the enemy win in any way, shape, or form that they could prevent. These threw their voices over the comms in messages of sheer vitriolic defiance. Of taunting their foe even as they died, of cursing them and their ancestors, their false gods and their questionable mating habits. Sheer rage and resolve, that if they were to die, they'd take every single one of their inhuman killers with them to the grave.

One of these was a lowly engineer, just a technician that worked in Leviathan's engine room. As he heard the Covenant's boarding teams getting closer, he crawled his way towards a panel. Desperately, he began inputting commands into it, trying to force in commands to reignite the engine despite the lack of weapons and commands.

"Come on girl, wake up… I know you can, just do it!" Ensign Carver muttered as he furiously spliced wires and connections. Sweat dripped off his forehead, while his burnt-off foot curled smoke into the air. Still, he kept working, adrenaline and shock keeping pain away while he worked.

Suddenly, he was yanked away by a four-fingered hand and lifted into the air. A blue-armored Elite snarled at the man, mandibles flexing as he looked at the human in his hands dangling uselessly. Carver blinked before pure fury engulfed him, and he hefted the screwdriver in his hand and brought it down like a knife on the Sangheli's knee, causing it to drop him more in surprise than actual pain, the alien's shields having kept the point from penetrating. Carver didn't let that stop him from continuing to try though, scrambling up one on foot and stabbing away again and again, the sheer ferocity of his attack causing the Elite to backstep.

It wasn't enough though, and eventually the Sangheli recovered, kicking the Ensign up and over, causing him to crash into the panel again, shattering its touchscreen panels and lacerating his back. His back in agony, Carver looked up just in time to find a forked plasma blade impale him. The Elite leaned in, growling in contempt at the human who'd defied him… only for Carver to spit in the alien's eye.

"Rot in... hell asshole…" he said. "May your gods… choke on every last soul… they try to steal… And burn… like you tried to do to us…" His vision was going cloudy now, but he wanted at least one more shot. Aiming, he threw the screwdriver at the Elite's face, the tool bouncing off of its shields and clattering uselessly. Despite this, the action seemed to at least succeed in making the alien feel insulted, as it responded by tearing its blade out of Carver's chest and bringing it down on his head…

A smell came to her then. Or maybe it wasn't a smell. Maybe it was a feeling? Whatever it was, it was strange… strange enough that it pulled her out of her fugue. All around her Leviathan could see that the battle was still in its ending stages, and that the Covenant were just about done mopping up. Nonetheless, there was something wrong, something that she was feeling that she shouldn't have…

Ah yes, that was it, wasn't it? Unsatisfied. That was what she was feeling. Everyone else had died fighting, and yet she was still here, wasn't she? That wasn't right… Looking around, she watched as a Covenant carrier cycled its complement, taking in spent fighters and launching fresh ones, blissfully unaware-or uncaring-of the still-aware ship above it. Ensign Carver had succeeded in at least one thing… her reactors were still hot, still had power in them. Power enough to equal a small star within their titanium and steel shells. And he'd connected them back to her as well. Hephaestus was the only thing left on board, and he was busy keeping the Covenant from getting anything from his systems, deleting his more important functions to deny them anything… There was nothing stopping her from her next course of action.

Engines shuddered to life as she moved ponderously towards the carrier, angling ever so slowly towards the purple-hulled vessel, but speeding up quickly. Deep in Leviathan's armored hull was one last weapon, one last unexpended warhead, a Shiva tactical nuke. And in front of her was a plethora of targets for her to hit.

The carrier didn't even realize it was in trouble until Leviathan was on top of her, coming out of the black like the tendril of some monster from the deep, like the one she was named after… and the last thing that Levi saw before nuclear fire engulfed her was her foe's absolute terror….