AN: This update has been a long time coming. I feel terrible I've kept you guys waiting for so long, and I feel even more terrible that this chapter might not live up to expectations. It took me a staggering few months to finish this, and its mediocre (at least I think so). Well, enjoy!

The aft hatch opened, its exhaust fuels emitting dense smoke. Lieutenant Vince stood in the blood tray, the incoming light slowly revealing his MJOLNIR-clad form. The open exit revealed a forest path, its sides covered in dense foliage. Lilacs and exotic flowers hung out onto the dirt trail, and a few colored insects flew in and out. It seemed a paradise to the battle-worn SPARTAN-IV. On the path, however, it was a different matter.

Dozens of mangled bodies littered the way, caked in their own precious life blood. Ruined clone troopers lay side by side with charred UNSC Marines, brothers in death. It was obvious that a troop of Marines had cut through the front lines only to be slaughtered mere yards away from the objective. Vince looked away.

He hopped out of the Pelican, closely followed by Carl and the ODSTs that infiltrated the Republic destroyer. Fulton, the wounded sergeant, looked good as new as he and his squad cleared the path. A quick spot to the medic lines had patched him up in no time. Carl lumbered over the trail, his heavy metal-encased feet creating deep prints in the soil. He hefted his turret, took a look around, and signaled the OK.

As they moved up the hill, Beta HQ could clearly be seen. It was large, a Forerunner mega structure modified to fit the Republic's standards. Bands of red and white ran down the gray exterior walls, not unlike the Venator-class star destroyers the GAR so dearly loved. Four edifices jutted out of an obelisk-like main building, connected through elaborate bridges supported by anti-gravity machines. A spear of energy stabbed into the sky from the main building, and then promptly vanished.

Beta HQ, in its entirety, spanned two miles wide and long. It was propped up against a sheer rock cliff, given a strategic advantage with its high altitude. Thousands of soldiers could defend the structure and possibly even decimate an outnumbering force.

"Hot damn," Fulton whispered, clearing his visor to reveal his awed expression. "We've got to take that son of a bitch?"

"Looks like it," Carl grunted. The huge SPARTAN-IV plodded over to the edge of the rocky ledge, eyes fixated on Beta HQ.

Vince could literally feel the anxiety leaking from the weary ODSTs. The small six-man team and two Spartans was an efficient adversary, but against a position this massive, there was little chance.

"Carl," Vince said. He pointed to the structure. "It sure is big, but we can use its size to our advantage. There's no way that they can mobilize their forces in time to catch such a small force such as ours. We can enter, tear through anyone who stands in our way, secure the control room, and wait for additional forces."

"Sounds like a plan," Carl remarked. "How long do you think we can hold, though?"

"We're going to have to hold for a pretty long time. I'm not sure about the Republic's reaction time, but I hope they're not too fast. I don't want angry clones swarming all over our position."

They were silent for a moment, the sounds of pitched battle echoing over the wide valley. The UNSC and CAS were doing their best to reach Beta HQ, but the Republic had the fort well-defended. The only reason the Pelican bearing them was able to get through was because of a minor error in enemy movement that provided an opening in the lines.

Now, it was up to them.

"Okay men," Carl began, gathering up his team, "Here's what we're going to do…"


CT-12370A peered through his rifle's crosshairs, on guard for any enemies that happened to walk into his line of fire.

The clone sniper was perched on a grassy ledge jutting out of a valley wall, sniper rifle at hand. He had picked a good position; his camouflaged armor helped him meld into the brush to his rear. He had set up a few hours ago, his spotter in a safe position to his right.

"Two targets, coming in from the left," his spotter told him in a quiet tone via the COM link. "One ODST hiding behind the tree line, 700 meters."

"Roger that, 419," the sniper replied. "Zoning in."

He adjusted his dial. Sure enough, he could see the black matte figure of an ODST crouching beside an oak tree, rifle pressed against his chest. Another one stood to his rear, waving his hands in, presumably, UNSC call signs.

"Strange," he murmured. "419, give me some intel about the other target. What's he doing?"

"Not too sure, but I'll give it a-"


The COM resulted in static.

The sniper threw his headpiece to the ground in disgust. The fool had gotten himself popped. He was the damn spotter; he was supposed to inform him about this kind of thing.

He surveyed the low valley, checking every grassy corner and boulder in a calculated wide sweep. He stopped, seeing something weird.

Another ODST appeared in his scope, bearing what looked like a UNSC sniper rifle. The clone cursed and pulled the trigger, just when the other did.

Something punched into his chest, splintering his armor in that spot. He cried out, feeling the life ebb out of him faster and faster.

He gave one last breath.


"I'm okay," the trooper gasped. "He just grazed my collar, that's all…"

"Yeah, a superheated plasma bolt traveling at almost the speed of light merely grazed your shoulder," the medic scoffed. "Hold still, it looks nasty."

"Can he operate?" Fulton grunted almost indifferently.

"I'm sure he can, but not as efficiently. I'll have to patch him up and give him adequate rest in order for him to work as well as he could."

"I can still shoot, sarge," the young ODST breathed painfully. "I don't have to run; just give me a spot and I'll take 'em all out!"

"I 'ppreciate the oo-rah, kid," Carl interjected. "But I don't think you'll be doing much shooting from now on. Medic, fix him for another minute, but after then I'm afraid we head out."

The medic blanched, but nodded. He didn't want the victim to be taxed so much, but it was inevitable.

Vince helped the medic support the wounded man up. The shot man grimaced, but he waved them away.

"My legs are fine," he snapped.

Soon, the group was slinking through the forest once more.


The Elites leapt over the durasteel barricade, brandishing shining energy swords at the shocked clone troopers. They charged the unprepared line, cutting into the troops like alien scythes.

Captain Rex cursed, firing his low-on-ammo DC-15 into the oncoming CAS soldiers like a madman. He was in control over the last outpost protecting Beta HQ from the invaders. If he failed, then enemies would come pouring in like army ants into the vital facility.

"Blast 'em!" he cried to his remaining men.

He looked back just in time to see a towering Elite lunge at him with astonishing speed.

His training kicked in, and he ducked and rolled to avoid the deadly stab. He rose to his feet, emptying his reserves into the shielded back of the alien. It roared and doubled back, striking with a ferocious undercut. He leaned to the side, feeling the heat of the blade through his torn armor.

Rex tackled it, bringing down its sword arm with a clenched fist. He withdrew his vibro-blade and struck its neck. The knife passed through the shields, slicing into the Elite's major artery. It threw the clone captain off, clutching its neck wildly.

Rex rolled way, looking up to see the Elite finally die.

There was no time to celebrate his brush with death, however, and he turned around. Most of the Elites had gained the upper hand, capturing the turrets and turning them against their former wielders. The clones fell back east, firing as they did so.

"Retreat to the center!" Rex cried hoarsely, lobbing a thermal detonator into the horde of CAS troops. He was rewarded with an explosion and the sound of screams.

The clones fled into the forest, their dirty white forms stark against the green foliage. Rex realized that this made them easier targets, and many a clone fell to the deadly Sangheili carbines. He cursed himself even as the secure shadow of Beta HQ fell over his body. He was given a clear order, and he had failed.

The side entrance to the facility opened, with two heavy turrets set up on either side of the door. The clones manning them opened up, mowing down the CAS troops that pursued the fleeing Imperial soldiers.

"Move, move, move!" Rex cried, pushing his men into the entrance. "Hurry up!"

The aliens stopped at the edge of the forest, firing wildly at the looming building. The turret to the left of the captain exploded, the clone's dying screams sending a chill down his spine.

"Don't worry about me," the surviving turret operator gritted. "Just get inside!"

Rex gave a silent thanks to the brave clone and leapt into the doorway. He reached over to the console and locked the metal entrance. When he was finished, an explosion sounded, muffled through the barrier. The last turret was eliminated.

Thankfully, the upper defenses had just been activated, and more turrets unleashed upon the attacking CAS. Rex leaned against the wall, exhausted.


Vincent hauled himself over the balustrade, barreling into the duo of clones that were unlucky enough to be right in his path. Before they could recover, he snapped the neck of the first one and kicked the other in the chest.

He both heard and felt bones crack as the clone flew into the adjacent wall. The soldier slumped, either unconscious or dead. Vince sensed the other clones jump at his sudden arrival. He turned and rushed them before they could react, crossing a dozen meters in the span of seconds.

He sliced his bare combat knife across the first clone's neck, splattering his armor with scarlet blood. The other two opened fire, DC-15's on full auto. The blasts splashed against his superior shields like water, bringing them down fifty percent. Vince grabbed the two and bashed their heads together. Their helmets clanked, and their T-shaped visors fragmented. He withdrew his silenced pistol and popped them in the heads for good measure. After that was over, he flashed the OK sign on his HUD.

Carl lumbered out of an elevator, clone blood staining his humongous armor. The six ODSTs followed suit, the injured one supported by Fulton and the medic.

"Trouble?" Vince commented, noting the blood.

"A few stubborn clones wouldn't let us in," Carl grunted. "Of course, I politely kicked down the door and dropped all seven of them."

"Where to now?" Fulton cut into the Spartans' banter. "We got part of the western wall taken care of."

"We have to find the control room for the facility," Vince replied. "Knowing Forerunners, it's probably in the center of the building surrounded by a goddamn maze and an impregnable wall."

"Sounds fun," Fulton remarked drily. "When do we start?"

"There's no time like the present," Carl put in.


Holloway jumped behind the tree trunk, feeling the residual heat wash over his body. He had forgotten how deadly those thermal detonators were. Cursing colorfully, he limped behind the wooden barrier, quickly joined by two of his men.

"Sir, they've got us pinned," one of them, Pvt. Zapata, whimpered pitifully. "What do we do now, sarge, what do we do now?"

"Quit your bitchin' and act like a man," Holloway snapped, inserting a fresh magazine into his BR. "We're marines, this is our element."

The young Latino nodded hesitantly, wincing as another explosion sounded in the forest. Holloway breathed in and out, relaxing his hyped nerves. He peered over, sight partially obscured by the trunk. He could see vague white figures dashing in and out of the underbrush, firing their deadly red and blue lasers. He lifted his BR, scoped in on one, and promptly double tapped him. The 9.5x40mm shots punched into the clone's head, dropping him where he stood. Already many of his brethren lay dead on the soil, littering the ground like patches of red-stained snow. Holloway ducked back, a stream of lasers drawn to his position.

The other Marine beside him screamed, the plasma throwing him backwards a few meters. He fell against a boulder, completely charred and smoked. Zapata began to cry.

"Damn greenhorns," the sergeant muttered under his breath.

He heard his COM crackle as someone attempted to get through.

"This is Captain Carlson with the Ninth, we're pinned on a rock valley just north of your position…requesting backup, we're totally outnumbered…can't hold for longer."

"This is First Sergeant Holloway," he replied amidst the din of battle. "Negative. Sorry Carlson, but we've also got us a situation here. Imps jumped us just as we were about to head to the Beta HQ. Looks like you're on your own for now."

"Affirmative, Holloway. Wish us luck."

The link cut.

"You bet," the sergeant whispered back. "Oh, and yeah, we're doing just fine. No need to wish us luck too."

"Pardon?" Zapata asked.

"Nothing, soldier, just start firing for God's sake!" Holloway yelled, spraying ferociously at the direction of the clones. He was rewarded with a few agonized screams. More lasers peppered his cover, however, and he realized that this wasn't the best place to set up shop. "Get up, Zapata, we're moving."

Before he could protest, Holloway sprinted out of cover. A hail of red lasers flew in from his left, miraculously missing him by mere inches. He leapt behind a group of boulders, joining a few smart Marines who had chosen the spot. A pained scream turned him around.

Zapata was on the ground, clutching his gut tightly. His face was drawn back with utter agony, and his cried loud and terrifying. Holloway closed his eyes, hearing the boy's screams die away just as he did. Holloway signaled his men.

"Frag out!" he cried hoarsely.

A dozen fragmentation grenades rained down on the unsuspecting clones. Sequential booms sounded soon after, shaking the ground itself. Holloway risked a glance over the edge of his cover. He spied a few weary clones retreating back into the underbrush. "Now's our chance, boys! Give 'em hell!"

The Marines dashed out of their cover, firing into the clones' previous lines. The surviving Imperial troops were quickly killed, dropped by the Marines' accurate fire.

As they finished, the towering structure of Beta HQ loomed over the treetops.

They were here.


"Sir, the 11th Marine Expeditionary Force is on the move."

"Roger that. Keep it going, soldier, I want this over by nightfall."

Lt. Gen. Matthew Kilpatrick calmly watched the miniature figures move steadily on the holographic TACMAP, shrewd eyes keen and alert. He inspected every subtle movement and posture, scrutinizing the advance to the highest degree. He wanted this one to be done as quickly and efficiently as possible. Of course, the fulfillment of that desire lay in a small margin, but Kilpatrick found that to be his element. He enjoyed tight spaces, even in battle.

"I want 10th Company to move farther east," he began, chewing his giant cigar thoughtfully. The thing brushed slightly against his bushy white mustache as he spoke. "We do this simply: Initial dampening fire and send in the troops. The 10th need to be there to provide covering fire for the attacking lines."

"Sir, CAS forces have moved into the area south of the installation," informed his assistant. "Should we request for their-"

"That will be unnecessary," Kilpatrick retorted, straining to keep the bitter snap out of his voice. "Humans will accomplish this task, not aliens."

He felt a pang of pain in his heart as he recalled his young son going off to join the marines back during the War. The pain still burned as he recalled the man in an Army uniform standing outside his home, delivering the terrible news: "I am very sorry, Mr. and Mrs. Kilpatrick, but your son, Connor Kilpatrick, was killed in battle…" His squad was ambushed on Sigma Octanus IV; apparently the spooks had given them poor intel on a certain museum located in the heart of one of the planet's major cities. A duo of Hunters had wiped them out.

He dismissed those thoughts from his head. There's nothing worse than a leader lowering his own morale. He took his cigar from his mouth and glared at the TACMAP once again.

"Initiate the attack," he growled, placing his beloved Romeo y Julieta cigar back into his mouth.

"We're a go," the grim-faced man spoke into his headpiece. "All units, prepare to attack…"


The forest was alive with the sound of explosions, gunfire, the whirring of DC-15s and the anguish screams of the dying as the 11th Marine Expeditionary Force moved in on their target: Beta HQ. They advanced through the underbrush, supported by tanks and air units, assaulting the heavily defended base. Heavy turrets were mounted on the walls, protected by ancient battlements that could not be broken. The area around the base was swamped by clone troopers; they had given nearly all their forces to protecting the exterior of Beta HQ. They had set up duracrete barricades along the perimeter, providing the GAR sufficient cover.

Captain Rex activated the thermal detonator clutched in his hand, stepped back, and lobbed it. The red orb flew and bounced off a tree trunk, landing amidst a group of UNSC Marines. The soldiers skillfully leapt out of the way; all but three. They were promptly caught in the searing heat, their bodies charred and barbecued in an instant. The experienced clone felt an unfamiliar feeling of discomfort grip him, but it was gone as soon as it had come. He was killing troops in the name of the Chancellor, and the Republic. No, wait, he thought grimly, the Emperor and the Empire. He resisted a scoff and lifted his blaster, aiming and emptying his clip into an advancing marine.

There was no room for pause, however, as something huge rolled out from the shadows of the surrounding forest. Rex suppressed a curse. The M808B Main Battle Tank fired once, an ear-splitting crack that split the very air. A turret to Rex's right exploded, the fire devouring two clones in its wake. The ground rumbled, and Rex stumbled.

The Scorpion, aptly named, had been a tremendous help for the Republic during the Clone Wars; its almost impenetrable hide and firepower proved the downfall of many a droid entrenchment. Now, Rex surmised bitterly, their once helpful allies were using it against them. The detachment of Torrent Company was in for a rough fight.

The huge barrel of the tank swiveled once again, this time aiming for an AT-TE stationed near the front entrance. The tank fired. The AT-TE crumpled under the massive kinetic force, its hull crinkling like paper from the blow. The Imperial tank, having been gutted cleanly front to rear, fell with a heavy clank. This time, Rex let the curse flow from his mouth unbidden. The AT-TE had been one of the few armor support they had received; everything else was spread too thin.

The barrel turned slowly and stopped. Rex stood frozen for a moment, staring down the length of the tank's deadly barrel. Then, out of his trance, he jumped out of the way just as the tank fired.


Vince twisted the clone's head once. The delicate bones connecting the soldier's head to his body snapped easily, a muffled grunt the last thing from his lips. Well, that and a mouthful of blood. The Spartan dropped the clone to the floor, letting the corpse join eleven of his brethren in the blood-stained corridor. Vincent, Carl, and the ODSTs advanced onwards, stepping over the Imperials' bodies.

Security had been relatively light in the winding hallways of Beta HQ. Most of their troops were sent to engage the enemy on the building's exterior, and the place was so damn big that not many clones were together in one spot. The UNSC team had cut a swath through the edifice, leaving a trail of dead clones in their path. Vincent hadn't needed to fire his weapons once inside Beta HQ.

"Hell, the whole damn war'll be over by the time we find this fucking control room. Why do we need to secure it in the first place?" Fulton complained. "The ground-pounders outside are going to take all the kills while we're stuck hopping around-"

Ten clone troopers rounded the corner, DC-15's held tightly in the ready positions. Fulton cursed and pulled the trigger of his rifle, backpedaling furiously as he did. The lead clone dropped dead. The others scattered, yelling out orders and firing plasma at the UNSC entourage. Carl grunted and aimed his massive gun at the clones. He fired.

Two flew back, blood trailing their descent like water from a sprinkler. The troopers regrouped and retaliated, peppering Carl with plasma. They splashed off his shields, but the Spartan sidled out of the way. The ODSTs fired into the mass of clones, felling one more. Vince, busy snapping the neck of one who had dared charge him, noted the glowing red ball rolling towards the boots of a firing ODST.

"Look ou-!" he began.

The thermal detonator exploded.

The unfortunate ODST was lost amidst the raging inferno that consumed his body, burning him to a crisp and emitting an acrid smell into the air. The smell wafted into Vince's air vents, and he wrinkled his nose. The ODSTs backed up, disheartened by the immediate loss of a comrade.

"Time to return the favor," the Spartan muttered, grinning. He lobbed a grenade at the clones. They noticed it too late, and they went flying into the air, their armor splintered and bloodied from the shrapnel. The last clone emptied his clip into the UNSC soldiers and dashed away, yelling out unintelligible phrases. Vince moved forward, spanning the gap in a second. He withdrew his combat knife and stuck it into the clone's neck. The soldier writhed and gurgled in the Spartan's tremendous grasp, then became still. Vince sighed and shook his knife free of blood.

He glanced at Fulton.

"I'm fine," he gasped. "Just a little winded. Damn clones can fight, is all."

They stepped over the mass of white corpses and rounded the corner.

A squad of ARCs stood by the carefully constructed barricade, several dozen clone troopers at their backs. Two mounted turrets swiveled and faced the Spartans and the ODSTs.

"JESUS CHRIST!" Fulton screamed, pulling back a gawking trooper out of harm's way.

The clones fired.

Two ODSTs fell to the hail of plasma fire immediately. They were dead before they hit the ground. Vince felt the rounds hit him hard. His shields depleted in an instant, and his suit was beginning to get very hot.

A strong hand gripped him by the collar and hauled him out of the hot zone. Carl shook him and tapped a finger on his visor. "You alright, Five?" he grunted.

"Well enough," he answered, blinking as sweat ran down to his eyes. "Thanks for that."

"Sure. Just don't stand still like that again. You're a SPARTAN-IV."

Vince nodded.

He was a SPARTAN-IV, yes. But he doubted if they were going to get past this one.

AN: Hope you guys liked it? Thanks for all the reviewers out there who've been on my mind for a while, and I'll try to update as soon as I can!