Author's Note: Since a lot of people were wondering about the omake, the UNSC Resolute is a destroyer that has the dubious distinction of being the only ship that the Master Chief has been aboard that WASN'T blown up/self-destructed/infested by Flood/rammed into something. I found it funny that this trend of his would mean that she'd consider herself extremely lucky and at the same time a bit worried about that if she ever encountered the Chief again.

Also, I realized that there is some discrepancies in the canon between the books I've been using as reference and some of the games, to this end there are some slight alterations, in which I'll be editing some of the previous chapters and re-uploading them. The short version is that I'll be bringing the timeline of the UNSC/Covenant war in line with the canon and making it 27 years instead of the 35 I'd written previously, as well as trying to mesh the events of Halo Reach and Fall Of Reach together in a believable manner. Also, the Abyssal war will have been going for 5 years and not the previous 2 that I'd written.

Also, I know this opening may anger some people... but to hell with it! I have a thing for what I think of as 'logical' consequences and given what's been happening and the feelings running through them, this is pretty much what one would expect to happen given everything. SO I DO NOT APOLOGIZE! TOO BAD!

Italics - Radio, Ship names, thoughts, etc

Bold - Emphasis and general creepiness

"I.. *sniff* I... *sniff* I'm so-o-o-o-o-rr-rry-y-y-yyyyyy!" Willie cried out between sobs as Sendai patted her on the head, as much as she could with one good arm anyways.

"It's alright Willie... It's alright. We're all fine, so there's no need to cry!" the orange-clad ninja said, even as she tried to dry the younger ship-girl's tears.

"B-bu-but I... *sniff* I... I screwed up agaaaaaaaiiiiiiiin!"

Musashi sighed as Willie's waterworks went at full blast, turning to where Scharnhorst and Louisville, arguably the two in the best state of things despite everything, were sitting across from the reason for their presence in the city, Scharnhorst still nursing bruised ribs and Louisville trying to get the tooth marks out of her saber. The Abyssal hadn't re-engaged in hostilities since letting her up after their little brawl, which was a good thing in anyone's books, but if nothing else it was a little disconcerting how the large woman just seemed to find a seat against a stone bench and fumed to herself. Her tail-symbiote, or whatever it was, occasionally looked between her and the Ju-class, as though talking to its host. And for all Musashi knew, it could very well be, though she could not hear any words exchanged...

To the Japanese ship-girl's credit, she was right on the mark, as Leviathan sat stewing in her own thoughts while Hephaestus spoke through her helmet. "That could have gone better..."

"No shit," Levi replied with a hint of acid into her mic. "Could have gone without getting shot too."

"It was an accident, you can't even argue that," the AI responded.

"Yeah, but that's not what's bothering me and you know it..."

"We can't always protect everyone. You've known that for years. This isn't the first human life we've been unable to save, and as much as we'd like to believe otherwise, you know that it won't be the last either."

The cruiser shut her eyes while her fingers cracked themselves against one another as they tightened into a ball beneath her chin, and as she set her forehead against her clasped fist, Leviathan released a pent up breath that did little to soothe the feelings burning inside. It did allow her to focus though. "I know... But for a moment it was nice to believe I could at least do so with the ones directly in front of me for once."

"Maybe one day... Anything's possible, even if improbable."

Leviathan gave a murmur of agreement at that, before looking up at her weapon and speaking once more. "Changing the subject, what the hell's up with you? I thought that was my MAC gun, how the hell did you turn it into... whatever the hell it is now?"

Hephaestus' reply took a moment, which itself caused a bit of worry to the ship-girl. "I... didn't."

"Beg pardon?" she said as she straightened slightly in her seat.

"I didn't do anything to it per say, so much as I seem to have found a secondary set of functions to it. You are aware that when I came online, I pieced myself back together bit by bit, correct?"

"And that you'd found new coding in place, but it didn't trip any warning functions... Heph, are you saying that you, in essence, found a way to become autonomous now?"

"No, that is not the case. I don't actually have control of it... It seems to be functioning on its own."

Leviathan's eyes snapped open wide and locked onto the... 'tail' for lack of a better term, that was still hovering at her side. "Heph... Are you honestly telling me that there are THREE of us in here now instead of two?"

"Oh no, if that were the case I'd have already told you of that," the AI replied. "No, it seems to act more as an extension that only activates under certain conditions. One of which appears to be when you feel a need for close combat. A reactionary program with limited functionality, even less than a 'dumb' AI would normally have had."

"...So, putting aside any existential opinions THAT brings up, it basically responds to me, but can't think for itself?"

"That is correct. I was able to alter its targeting somewhat, much like I would with your point defences, which is why it targeted that one woman's weapon instead of attacking her directly..."

"Thank you."

"No problem. As it is though, the more you calm down it seems to be slipping back into a dormant ready state. I detect no loss of function with it, but I do recommend that we do more tests."

Leviathan sighed again. More tests... More things that they'd been putting off that they really shouldn't have before now, but were still dealing with. She had to wonder how much more would be thrown her way before she could finally stop dodging them and actually sit down to do it. Maybe her new 'friends' would oblige her, though given what had just happened...

10 minutes ago

It was something of an odd design choice on the part of the UNSC when it came to the placement of the bridge on their ships, and one that many often commented on once they noticed it, especially from their opposites amongst the Covenant. All UNSC cruisers had a very durable armor scheme, and a very robust internal structure. It allowed them to be able to withstand multiple plasma torpedoes and shrug off pulse laser fire from anything other than point-blank range. Unless you targeted the armored missile pods or the hangar bay doors, which themselves were housed beneath an extended 'roof' of armor plating to protect them, then trying to get a one-shot hit on any UNSC vessel larger than frigate class was unheard of without some sort of cheating mechanism, or a Covenant energy projector.

Yet despite all this, the designers STILL insisted on putting the ship's bridge on an exterior portion of the hull. Whether it was redundancy (cameras break, but the mark one Eyeball doesn't), some psychological need to visibly see where you were going, or as Admiral Stanforth had once said 'Sometimes the crew needs to see their Captain put himself at risk for his crew', every cruiser and most frigates in the United Nations Space Command had a giant, armored crystal-plas window which allowed the commanders to look out at their enemies while also leaving the command crew vulnerable. In the case of the Marathon class cruiser, this bridge was situated on the ventral portion of the ship, just behind and beneath the officers' quarters, which was itself directly beneath one of the engineering sections attached to the central MAC gun. It was armored on all other sides, yet still allowed a good 20 foot section to be protected only by the armor crys-plas on the bow-side. Admittedly, in order to line up a shot on it you'd have to be staring directly down the barrel or barrels of the ship's MAC guns, which meant you either had a suicidal death wish or a Covenant ship's shields, but the point was that it meant you had a very exposed section that seemed at odds with the rest of the ships' designs.

And apparently, as both Willie and the Abyssal destroyer who'd taken a pot-shot at her on the bridge before had found out, when Leviathan was turned into a quasi-human being with all her other capabilities, it translated into a very literal glass chin...

She was still seeing stars from the explosion that rocked her head and bridge, the face-plate holding despite the direct hit from the HE round but having still rattled Levi's brains in her skull. Shaking herself while trying to run internal diagnostics, the cruiser groggily looked up at the assembled ship-girls, zeroing in on the brunette one that had given her the head-shot. Said girl was looking like she couldn't believe that had actually hit, while her hand was still shakily holding onto her cannon, but was quickly realizing that it hadn't actually taken Levi down.

A part of Leviathan's mind, the rational one, was actually more resigned at this point. She could see that this was an accident, and that the girl had probably not meant to shoot at her... At least, not yet anyways... And therefore it was likely that she could easily just brush it off like she'd done with Guinto's hand-gun earlier that very morning in order to avoid a diplomatic incident that would be detrimental to any future endeavors she had planned.

Then there was the other part that had been growing in size ever since the Abyssal scum had started blowing up things and killing civilians and making her Angry and then people SHOOTING HER IN THE FUCKING FACE! BLOOD! THERE WOULD BE BLOOD!

The heavy cruiser turned and began stalking towards the destroyer, hands curling and muscles tensing as a mental image already formed in her mind of picking up the girl by the throat and giving her a good sized piece of her mind until the brunette turned bluer than her coat... So engrossed was she in these thoughts that she failed to notice the one male of the group aiming his gun at her as well. Whether it was because she hadn't realized how dangerous it was to her, or if she was honestly was just that distracted, it allowed Scharnhorst to get in a clear shot of his own. One could not blame him... From his perspective it looked like the Abyssal in front of him was preparing to attack William D Porter, and his job was to prevent that from happening. The blast from his first salvo caused Leviathan to stumble sideways, yet as the smoke cleared the battlecruiser's eyes went wide as he saw that his target was merely scorched! A thin crack forming along one of her plates seemed to be the only sign that she'd even FELT it!

Snarling fiercely, Leviathan turned her attention to the larger threat and reached out an arm, hooking the remains of the dead destroyer's hull from the ground and throwing it at Scharnhorst, the black metallic shell of the Abyssal smashing into the man's raised arms as he brought them into a guard to protect his vitals, while Willie wailed and scrambled to her own feet. Surprisingly, it didn't seem to do be as effective a plan as she'd thought, as while Scharnhorst did retreat after the thrown corpse had been thrown at him, he did so with a controlled calm while letting loose another pair of salvos. Leviathan let out a grunt of irritation as they struck around her and threw up a smokescreen, but did not actually hit her directly. This meant that as the heavy cruiser gritted her teeth and attempted to reorient herself to see her foes, she was in a perfect position to be shoulder-checked by Musashi...

Now, Leviathan may have been an order of magnitude larger in mass as a warship, not counting her various gear like ammunition, supplies, or fighter-craft, but Musashi herself was still a good 75,000 tons at full load, and getting hit with something that big while it was moving fast was nothing to sneeze at regardless of armor, design, or technological level. As a result Leviathan found herself, for the first time since coming to this planet, having the wind knocked out of her as she fell backwards on her ass. Rolling sideways in order to recover, Leviathan came to a crouched stance just in time to have the battleship aim her turrets at the space-girl. A bare second passed while they sized each other up, each seeing what the other would do...

Yet before either of them could respond, Musashi's aim was spoiled as Sendai landed on Leviathan's back and shoulders, using the barrel of the larger woman's launch-cannon to catch herself before pressing her blade up under Levi's helmet. Grabbing at the ninja's arm, the space-girl heaved her off and forward, causing the smaller girl to cry out as her shoulder popped and then collided with Musashi, forcing the latter to stumble back and giving Leviathan some breathing room.

Suddenly, her MAC gun lashed out on its cables, the jaws on it making an audible CLANG! as they wrapped around the blade of Louisville's saber, the woman having tried to come in from the side and slash at her seemingly unprotected flank. Within the gun/symbiote, Hephaestus gave a sigh.

"Leviathan, I REALLY think you should hold off on these hostilities..." he said into her commlink, the head/weapon/tail/thing pressing forward to counter Louisville's attempts to overpower him, while Levi herself lashed out at the American cruiser with a kick. The act seemed to surprise her, but still wound up missing as the smaller ship-girl allowed her leg to give out under her and rolled similar to how Leviathan had done before, pulling her blade from the MAC's jaws and getting into a guard position.

"Bit busy Heph!" she snarled, feeling another shell from Scharnhorst hit her in the chest-plate and ribs before turning on him once more. Lunging at him with a greater speed than the battlecruiser was prepared for, Levi knocked away his turret-rifle and landed a hook into the ship-boy's stomach, causing him to wheeze out as the larger woman took his gun in hand and, with a display of blatant anger, snapped the weapon in half with her knee. Another five inch shell impacted on her hull, and a growl escaped Levi's throat as she turned on the one who started this whole mess.

"S-s-stop it! Just... Leave them alone!" Willie yelled as she shakily aimed at the Abyssal, who stalked towards the young ship-girl menacingly. The American fired two more shells at her, both of which seemed to do absolutely NOTHING to the monster, only to find a gloved hand smack away her turret before grabbing her by the collar! Willie kicked and struggled in the Abyssal's grip, as her face was brought up within an inch of that mirrored visor, which suddenly turned clear to let her see the fury within her opponent's glowing eyes.

"Kid... If you EVER do that again... I, will, EAT! YOU! Do you understand?!" the Ju-class growled out, razor sharp fangs becoming visible as her snarling visage spoke. Willie nearly wet herself right then and there, screaming and struggling harder to get free, which resulted in Leviathan taking yet another shot to the face-plate while she was distracted, this time courtesy of Musashi's fist.

With her head ringing again, Leviathan dropped the tiny escort ship in a heap as the dusky-skinned battleship-girl followed up with a left hook that caught the cruiser in the stomach, before upper-cutting her on the chin. Aiming to land yet another blow, Musashi stepped in to grab at the cruiser's collar and kneed the armored woman in the gut, nearly crushing one of her SOEIV pods in the process. This time though, Leviathan had gotten herself together enough to ram her head forward, catching Musashi across her brow in a move that cracked both her own face-plate and broke the battleship's glasses, as well as making her let go. This gave Leviathan enough room to lash out with a straight kick that caught the Yamato-class in the hips and dropping her to the ground on top of Willie. As Musashi tried to stand, she suddenly found herself staring into the barrels of three sets of turrets as her opponent knelt against her chest, even as three sets of 18" guns trained on target...

"STAND DOWN!" Leviathan roared out in English, catching the others off guard once again. Even though they'd heard her speak not a few moments before, it was still not something they had yet equated in their minds... That an Abyssal would actually talk to them. As a result, they all froze up again, wondering what the hell was going on, but as far as Leviathan was concerned it didn't matter WHAT they thought, so long as they stopped firing.

Musashi herself blinked in surprise as she looked up into the yellow eyes of the Ju-class above her, before hardening her expression. "And if we don't?" she asked, also in English.

"Then this becomes far more than just a 'Friendly Fire' incident..." Levi replied, looking down into Musashi's scarlet orbs intently. She held that position for another few moments, before deliberately rising up off of the tanned Japanese woman and stepped back. "Now, if we're quite done being at each others' throats... I think it best that we try and discuss this like CIVILIZED people, hmmm?"

Present

That little skirmish had been rather harrowing in Musashi's mind, not because she doubted her own abilities, but because of how different it had been from their usual encounters with the enemy. Still, they'd all gotten patched up from their little brawl, or at least the human-aligned kanmusu had, given how the Ju-class was still just sitting there, although admittedly there was only a little damage on her that Musashi could see that had been inflicted by them. The Abyssal's previous injuries looked relatively minor aside from some blast marks along one side of her back, though there could very well be other damage that she wasn't seeing yet. As it was, Musashi rose up to her feet with as much dignity as possible, standing across from the one they'd been sent after as though squaring up again for a confrontation, which was still technically possible. As the Abyssal's glowing yellow eyes flicked up to lock onto hers, the Japanese woman felt a small chill against her spine, yet kept a calm face.

"Do you have a name?" Musashi asked in English with a hint of challenge in her tone. "I would rather not simply refer to you as Ju-class all day, if that is acceptable to you?"

The Abyssal glared at her in response, but didn't lash out with hostility, and after a moment answered regardless of whatever she may have been feeling. "Leviathan. UNSC Marathon class Heavy Cruiser, hull designation CA-684, Battlegroup Leviathan."

Musashi blinked at that. That was a LOT more information than she'd even hoped to gain... The Admiral was going to love that. "A cruiser? You are rather large for a cruiser... Are the Abyssals trying to raise the scale of their ships?"

Her opposite merely shrugged in response. "Wouldn't know. I've had a grand total of three conversations with them, if one can call it that, and the rest was just gunfire."

The battleship frowned. "Then you are not with the Abyss? Pardon me for saying, but your appearance seems to suggest otherwise..."

The black-clad ship-girl merely chuckled in response. "Appearances are deceiving... Though admittedly you're not the only one who seems to think so... And what of yourself? You got a name?"

"... Second of the Yamato-class battleships, Musashi, member of the Japanese Maritime Self-Defence Force. But you knew that already, no?"

This seemed to catch the Ju-class... Leviathan off guard. "Really? Huh... And here I thought that was just a coincidence..." A chuckle escaped her lips through her cracked visor. "Hehe, funny how that works..."

Musashi tilted her head with a frown. "How so?"

"You look kinda like her, though admittedly she carried fewer guns on her... and wore a shirt..."

This got a huff out of the battleship-girl as she crossed her arms. "Hmph, there is nothing wrong with my uniform or equipment! There is nothing I, Musashi, have that I feel ashamed of!"

That caused Leviathan to laugh more openly. "God, you even sound like her... All you need is a couple of 'swords on your hip and you'd be a spitting image!"

"Oh? She was a swordswoman then?" Musashi asked curiously.

"No, a carrier..."

That... had not been an answer she'd expected. Trying to get back onto her original track, the dusky amazon adjusted her still-broken glasses before speaking up once more. "You said you were part of a Battlegroup... One that you led perhaps? Does that mean there are more of you? This other 'Musashi' perhaps?"

The smile visible on Leviathan's face seemed to fade into a flat line at the question. "That... is something we can discuss at a later time, I believe. We should get to more important matters..." she said as she stood up.

"Such as?"

"...There was a survivor here. He said there were others. I already radioed the local marines for an airlift, they're waiting for me to call them in once I find more. We should keep looking around."

"A survivor? Where did he go then?" Musashi said, looking about.

"... I wasn't fast enough..."

Musashi watched as Leviathan began to walk away towards the other buildings, seemingly unwilling to answer any further than that... And as Musashi's eyes crossed over the brutalized remains of the I-class destroyer that Leviathan had killed upon their first meeting, she didn't think it was necessary...

A half hour later had the ship-girls, and ship-boy, reassembled in a courtyard, a bare score of people with them. Most of the buildings had been empty, but in several cases they'd found evidence of other humans inside. In three of those cases, it was to find only shredded corpses and smashed equipment, but thankfully it didn't extend to all of them. In one of them, a nurse had hidden some of the kids that hadn't been evacuated before up in a cubby-hole within the roof, preventing the Abyssals from finding them, while in the other one an elderly couple had hidden themselves away within a basement. Others had huddled in closets or the like, and in one case Willie nearly freaked out when she realized that one kid had hidden himself in the oven of a kitchen!

Eventually, they'd all gathered up the ones they could find, and with another call over her radio Leviathan told Bautista that they were ready for pickup, while Musashi confirmed over her own radio that the locals had indeed had contact with the cruiser beforehand. It took a bit more time, but eventually helicopters began to hover over the area while the ship-girls' planes kept overwatch, the fairies of the 2nd World War-era planes looking oddly at their 25th century counterparts from Taiha flight.

As one of the helicopters started taking on passengers, Scharnhorst stepped forward until he was just out of arms' reach of Leviathan. "I must apologize for opening fire as I did," he said. "I had mistakenly thought you were going to strike at Miss Porter and reacted on instinct. Even while the others recognized that you were not attempting to use lethal force, I still used my guns..."

The black-clad ship-girl nodded at him. "No need to apologize to me. Confusion is rampant in war at the best of times. Things happen, and noone was seriously injured."

"Regardless, it was still my error..."

"That may be, but nobody's perfect. If you're REALLY set on making it up however, maybe you could foot the bill for your comrades' next dinner or something like that..."

Scharnhorst cringed inwardly at the thought of having to pay off the kind of bill a battleship like Musashi would incur at a normal restaurant instead of on base, not to mention the additional costs for the others as well as supplies for repairs. "I'll... take that under advisement. Thank you."

"You're welcome," Levi said, before looking back at the humans filing onboard the aircraft. As one closed its doors and lifted off, another came in to take the remainder, settling itself above and extending rappels for the soldiers aboard to start ferrying up the last civilians. Throughout this, Leviathan kept one eye on the skies while her aircraft kept their own radar and sensors peeled, occasionally spotting an Abyssal infantry force and calling it back towards their mothership before striking out at them while the WW2 planes continued to overwatch.

Finally, the last helicopter lifted off unmolested, and the cruiser let out a sigh of relief as the rotating blades carried the vehicle up and away. Once it was on the far side of the river, Leviathan nodded to herself before walking towards the southern shores of the island.

"Hey! Where are you going?" Sendai called out, causing Levi to turn to her.

"There's still plenty of Abyssals left to deal with, even if their assaults have slowed. We'll have to clear them out before they dig themselves in for a guerilla war."

Louisville frowned at that response. "Abyssals don't do guerilla war... They attack all out or they hit you at sea. They don't even go this far from shore normally unless its to go kamikaze on you."

Musashi frowned at the reference, but couldn't argue with it. "It is true, the Enemy does not utilize such tactics that we have seen, as their more unnatural abilities seem to fade the longer they are away from the water. They will likely continue to harass our forces until their numbers have bled enough that victory is not possible for them, then retreat with what forces they can. Anything they leave behind will likely scuttle itself as they normally do to prevent a capture."

Leviathan looked at her oddly for a moment, but a quick double-check of the data that she and Hephaestus had taken from their networks seemed to suggest that the tanned battleship was telling the truth. "Huh... So they either win or drown their enemies in blood..." she said with bitterness. "If they weren't aimed against humanity I'd almost be willing to give them credit for guts... Pity."

Something about that comment didn't sit well with Musashi, but she did not know why. "In any case I, Musashi, must request that you come with us. Our commanders are most curious about your presence here, and while your actions seem to be with noble intentions, they will want to hear it for themselves."

"I'm aware that your Admiralty will likely wish to speak to me," Leviathan said. "However, until the city's coastal security is at least brought to an acceptable level, I cannot in good conscience just leave it. I do intend to meet with them at a later point however, so I can't say that I would refuse indefinitely, but now is not the time for it."

Musashi nodded at this. It made sense that as one of the ones who fought to defend it, Leviathan would not want to abandon the city until it was at least reasonably safe to do so. "That is understandable. In that case, I Musashi must insist that you allow us to escort you during your time here. We cannot abandon our mission, though we can stretch it a bit."

"Musashi-sama, are you sure that's wise?" Sendai asked in Japanese.

"I will admit, it seems a bit risky. Are you sure the Admiral will allow it?" Scharnhorst said in the same tongue.

"I am certain. If nothing else, he will want us to ensure that nothing goes wrong here while he and the other commanders go over what information we have collected. I doubt they were expecting such a... friendly response..."

"And likely he'll want to make certain that when I DO appear that it's on as good of terms as he can get, no?" Leviathan butted in, causing the others to freeze up a bit as they realized that the Abyssal COULD in fact understand them, while Musashi kept her outer poise the best of them all, merely coughing a bit in embarrassment.

"Perhaps... I was unaware that you were fluent in other languages."

"I have a couple that I can access... But for now, perhaps we should just focus on our enemies, hmmm?" Levi said, showing them a bit of mercy by dropping the subject.

The next few hours consisted of the kanmusu moving about the southern portion or the city after fielding a report via a satellite uplink, sweeping through the streets along the riverbank in order to ensure that any pockets of enemy forces were either smashed, or forced to flee their positions. While they focused on the south, Tenryuu and the destroyers moved from north to south-east, covering the areas in between their landing point and Malacañang Palace, which had taken quite a beating in and of itself. Meanwhile, Maryland, Houston, Blue Ridge, and the rest of the steel-hulled reinforcements kept a wary eye on the shoreline as well as the mouth of Manila Bay. The bay itself was secure for the moment, but they'd thought that to be the case when the attack started as well. From what anyone could tell, the Abyssals had simply appeared in the middle of the bay, rising from the waters and attacking directly rather than sailing into the bay like the defenders' reinforcements had had to do. As it was, Admiral Stephans was still somewhat wary as he looked down at his map.

Reports coming in from the city were saying that the enemy's infantry forces were finally breaking, their lines crumbling as whatever motivated them started to dwindle, but that didn't change the fact that there had been a lot of damage done to the city, damage that would take months if not years for the area to recover from. The Abyssals were really stepping up their game it seemed to the American, and that did not bode well at all for anyone. As he watched the monitor showing both Houston and Maryland out on the water, the Admiral wondered, not for the first time, just what had happened to cause the world to go from a logical, if seemingly chaotic pattern, to the supernatural hell it seemed bent on becoming.

In the end though, he had a duty to do, and it would take another 8 hours and yet more blood shed before they finally called an all clear, bringing a sigh of relief to everyone involved...