Friendship is Magic: The Covenant War

Chapter III


Location: Everfree Forest, between UNSC Midway and Ponyville, a few hours later

The Warthog transport made its way through the wooded forest, carrying a combined cargo of Humans and Ponies. Two SPARTAN Snipers walked in front, providing escort, while in the back rode Admiral McAffee and the five remaining Ponies with two ODST troopers upfront standing watch, and two Marines in the cab. Twilight had been hesitant when Admiral McAffee asked that he be allowed to take six armed soldiers with him. However this was probably the one chance Equestria had to form any kind of alliance with the Human UNSC, maybe the presence of Human soldiers would help Queen Luna come around to the idea, and maybe show Ponyville that these Humans could at least be trusted. For much of the journey the group had barely exchanged glances with each other, it was only when one of the ODSTs noticed Fluttershy hiding under one of the seats that the silence was broken.

"Is there something bothering her?" The ODST inquired. It was rather odd all of the Ponies seemed rather uneasy about something

"It's nothing," Twilight said, trying her best to calm Fluttershy down.

"It's not nothing," McAffee replied, "is there something you're not telling us?"

"Well this is the Everfree Forest," Applejack added.

"Nice name," one of the ODSTs replied.

"Yeah," a Marine added, "looks like one of the forest my friends and I used to go hiking in back on Delta Serra."

"NICE," Rainbow shouted, "THIS IS THE EVERFREE FOREST IT'S THE SCARIEST PLACE IN EQUESTRIA." The troopers and SPARTANS tightened their grip on their weapons.

"What's wrong with this place," the other ODST inquired, "Covenant?"

"Are you kidding me son," Applejack added, "in the Everfree Forest the clouds move all on their own, plants grow on their own and the animals take care of themselves without the help of Ponies." To the shock of all the Ponies every Human simply broke out laughing.

"Really," one of the Marines said, laughing "You're afraid of some wild animals?"

"Of course," Pinkie added, "You see we Ponies take care of all the cute little animals, Fluttershy's the absolute best at that, all the animals love her well except the ones that live out here in the Everfree Forest, we also grow all the plants, and control the weather." The Humans suddenly exchanged confused looks.

"You mean you actually control the weather?" McAffee inquired, with interest.

"Like duh," Rainbow said, with a smirk, "You mean to say that a species that can travel through outer space hasn't been able to find a way to control the weather?"

"Humans simply adapt to our environments," McAffee replied, coldly, "we've learned that nature can only be tamed but never controlled, and too many times we've had to pay a heavy price for forgetting that lesson. As for controlling the weather the closest we've come is terra-forming the planets that form our colonies." As curious as Twilight had become at the Admiral's claims something in the back of her mind forced her to change the subject.

"Actually," Twilight said, "there's another reason Ponies fear the Everfree Forest. Millennia ago when Queen Shining Sun defeated Discord's Alliance of Chaos his surviving followers fled into the Everfree Forest, and something, something that wasn't any Pony or animal attacked and destroyed them all. The same thing happened to the followers of Nightmare Moon after Princess Celestia imprisoned her."

"Gee Twi," Applejack said, with a hint of fear to her voice, "I never heard that one before."

"You wouldn't," Twilight replied, "The only reference was a page in an old book back in Canterlot. Whatever it was even Starswirl the Bearded was afraid of it." The look on the Humans faces suddenly became one of concern, those who had their weapons drawn tightened their grips.

"I vote we change the subject," Fluttershy said, meekly.

"Agreed," Rainbow replied, having spotted the red Pegasus insignia on the shoulder of one of the ODSTs, "all right buddy spill it why are you wearing a Pegasus Cutie Mark?" The trooper simply looked at the Pegasus with confusion.

"I think she means your unit insignia Lieutenant," the other ODST replied.

"It's the symbol of our unit," the trooper replied, coldly, "the 115th ODST Division, aka the Red Pegasus."

"ODST huh," Rainbow replied, crossing her hooves, "You've said that a lot what does it mean anyway?"

"Orbital Drop Shock Trooper," the trooper replied, coldly, "We're the best, the elite, of the UNSC Marine Corps," he pointed his rifle at one of the SPARTANS, "only the Science Projects are considered more elite." Rainbow didn't know how to respond at first, but eventually found the words.

"Now wait a second," Rainbow shouted, "There's only one best of the best in Ponyville and that's me, Rainbow "Danger" Dash."

"Really now," the trooper replied, even though his face was covered by a visor, it was clear he was smiling, "How many times have you been dropped from a Starship deep behind enemy lines?"

"Uh well," Rainbow stammered, "none, but I could. I am the only Pegasus in Equestria to perform the Sonic Rainboom."

"Sounds more like something that'll make you a perfect target for Covie ground fire," the trooper replied. Dash suddenly felt her heart sink, it was the first time she'd met someone who wasn't impressed by her trademark move.

"Don't forget Rainbow," Twilight said, "they're soldiers and they're not from Equestria they've never seen a Sonic Rainboom."

"Still," one of the Marines added, "a living thing that can break the sound barrier on its own is quite impressive." Rainbow couldn't help but smile at the Marine's comment.

"Well at least some of you guys know how awesome I am," Rainbow said. Twilight simply rolled her eyes, if there was one trait about Rainbow Dash she hated it was that ego of hers.

Suddenly the two SPARTANS that had been in front of the Warthog raised their hands, signaling the vehicle to stop.

"Settlement located Admiral," one of the SPARTANS said, as he peered through the scope of his sniper rifle, "looks like we're expected, and not in a friendly way." Twilight wasn't surprised the Ponyville Division was being mobilized when they first departed, and the townsfolk had just begun erecting fortifications, even with Luna arriving any minute now the fortifications weren't even a quarter of the way finished and barely 2/3rds of the entire Ponyville Division had reported for duty. Through the scope of the rifle, the SPARTAN could make out the tell tale signs that they were ill prepared for a fight, the guards manning the road that connected Ponyville with the Everfree Forest were shaking like leaves, and were armed with just a helmet, bright gold leather armor, a bow and arrow, or a spear.

"Admiral," Twilight said, nervously, "I think it might be best if we go in on foot. You're not exactly welcome in Equestria yet." McAffee nodded in agreement, as he motioned for the other soldiers to dismount and ensure the Warthog was camouflaged well enough that any Covenant air patrols wouldn't spot it.

"Lead the way," McAffee said, facing Twilight.

Location: City Hall, Occupied Manehatten, Covenant Territories, Year of Luna 0001 (Earth Year 2542), a few minutes later

"Arbiter is it wise to trust this defector," Thel inquired, as he gazed at the sky blue unicorn who called herself Trixie. Of all the Heretics the Covenant had captured so far in their campaign, she'd been the only one whiling to accept the offer of joining the Covenant's cause, the rest had been divided into two groups, those strong enough would work to recover any Holy Relics that might still be intact beneath the captured cities and towns, those unable to work were simply executed, much to Thel's objections that such actions violated Sangheili honor, and that one couldn't trust a being who would betray her people. The Arbiter's cold gaze shifted to the unicorn that was surrounded by two Sangheili guards each with orders to shoot to kill if she tried anything.

"We'll soon find out if her information is true," the Arbiter said, not even bothering to gaze at his brother, "I've ordered the Heretic Punishment Wraith Battalion to lay siege to part of the Heretic's defensive line, which will draw the enemy's attention long enough for one of our Type-52s to slip past a section of their line unprotected by the shield, and deploy scout troops to conduct ground level recon of a village behind the lines. Of course the Type-52 will be cloaked to avoid detection by the enemy, and if they succeed we'll be able to start gathering further intelligence on the Heretics to the south and laying the ground work for a final ground offensive."

"Latest reports from the Huragok repair crews say most of the Type 52s cloaking systems were damaged by the explosions," Thel said. "There's a chance the cloaks could fail."

"A chance we have to take," the Arbiter replied.

"If they should fail?" Thel inquired

"Such is the way of war if they die, then they died laying the foundations of a new Covenant," The Arbiter replied, coldly. Thel simply hung his head, they'd taken casualties in the recent advances in the north, including KIAs, mostly Unggoy and Kig-Yars who'd become too trigger happy and charged ahead of the main force, but both he and the Arbiter knew that any losses would diminish their forces and they were unable to call for reinforcements, even if they were able to call in reinforcements Thel already knew the Arbiter would refuse, to do so would reveal his treachery to the Hierarchs, while the Heretics despite their losses could still rally a defense and stage a counterattack, something the Humans were exceptionally good at.

"You seem to forget Shipmaster," the Arbiter continued, "the other races of this outdated Alliance are nothing more than cannon fodder, to be sacrificed on the alter of the Gods." Thel didn't know how to respond; true he'd looked upon the lesser members of the Covenant as inferior to his Sangheili brothers, mostly because of the pride he took in knowing the Sangheili had been the first to sign the Writ of Union that created the Covenant so many millennia ago. Yet at the same time he felt pity for them, all had been forced into the Covenant by one means or another, means that to Thel brought even more shame and disgrace to the Covenant and to the Sangheili, the more of the war with the Humans and now the war with these new Heretics he saw the more regret he had of ever swearing that oath and the more he wished his people had never signed that document.

"If you'll excuse me Arbiter," Thel said, not even bothering to share eye contact with his brother, "I must return to my duties back at the ship." Trixie shot the Arbiter a smile that would've sent a chill down the spine of anyone else.

Once she had been Princess Celestia's prized student, before she was expelled for cheating only to be replaced the same day by Twilight Sparkle, the one Pony in all of Equestria she hated more than Celestia. At first she thought a stage show, and some tall tales would help her win back her place at the Princess' side, but when Twilight exposed her deceit in Ponyville, the Princess had banished her from the capital. Since that night, Trixie had wondered all across Equestria, an outcast who'd become obsessed with strengthening her magic, all the while growing angrier at both Twilight and the Princess. Eventually her anger and hate had consumed her completely, though she still looked like a Pony on the outside, the spark in her eye told all that her heart was as black as the blackest night, she would burn all of Equestria to ashes if it meant taking revenge on Twilight. The only reason she'd been in Manehatten when the Covenant invaded, was to purchase a rare magical artifact, and seeing her former mentor cut down so easily filled Trixie's black heart with joy, this was her chance, her chance to take revenge on Twilight, and as an added bonus rule Equestria herself.

"Why do you put up with him if you hate him so much," Trixie inquired.

"Thel," The Arbiter replied, "has his uses," his next statement was as cold as ice, "for now."

"Seems to me you should find a more suitable second in command," Trixie said, smiling. It was at that moment the Arbiter grabbed her by the neck.

"Know this Heretic," the Arbiter snarled, angrily, "I only trust you so far, if the information you've given us is correct you'll be amply rewarded. But if you've tried to deceive me," his energy sword roared to life, "you will not live to see your world's sun rise."

Location: Outside Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542) a few moments later

The sight of the armored Aliens approaching the entrance to Ponyville was enough to send chills down the guardsponies spines. With the exception of the 600 Royal Guards who protected Queen Luna and Princess Cadence, the Palace and Canterlot Divisions were the only standing army in Equestria with any form of military training, and even then it was little more than parade ground maneuvers. The rest of the Royal Army of Equestria was made up of Divisions drawn from the various cities, towns, and villages scattered across Equestria, and were maintained by the local governments and could only be called up for war if an order came from Canterlot itself, which was a rarity except when a dignitary from Canterlot visited, and even then they were little more than just for show, many barely knew how to use their weapons.

Atop the unfinished barricades surrounding Ponyville's connection to the Everfree Forest, were a small number of archers, bows drawn and ready to fire the moment the commander gave the signal. At the main gate the two Spearponies assigned to protect the entrance assumed fighting stances, ready to charge the moment they were given the order. As the Aliens drew closer, the soldiers tightened their grips on their rifles, forming a defensive circle around McAffee and the five Ponies, for the troopers it was a rather odd sight, gold armor wasn't that simply begging the enemy to notice you? weapons that hadn't been used by Humans for anything more than hunting, symbolism or desperation for centuries? For what seemed like an eternity the two sides stood facing each other, weapons drawn waiting for either commander to order an attack or one hot headed soldier to fire first.

"Wait," Twilight shouted, running in front of the troopers, "They're on our side." The Archer and Spearponies exchanged confused looks. Aliens that were on the side of the Ponies? It seemed almost too good to be true? Was it possible that it was a Covenant trap?

"It's true," Pinkie added, skipping out of the forest, "they got this really big space ship, full of all kinds of neato things. Oh and these big ones rarely seem to talk, but the other ones with visors they seem to enjoy talking, and we convinced their leader to come meet with Princess...oh silly me I mean Queen Luna," Twilight sighed as she shoved her hoof into Pinkie's mouth.

"I think they got the point," Twilight said. The Guardsponies looked at each other for a few moments, these were the barriers of the Elements of Harmony, they would never lie, one by one the Ponies reluctantly lowered their weapons, followed soon after by their UNSC counterparts.

"Oh goodie," Pinkie said, happily, "now all we have to do is throw a great big Welcome to Ponyville Party for..." before Pinkie had a chance to finish her statement, Twilight cut her off.

"I think we have more important things to worry about," Twilight groaned.

"I'll say we have," Rarity said, rushing out of the gates, "Queen Luna's due to arrive any minute and one simply can't meet royalty dressed like a bunch of ruffians. I mean that shade of brown should be used for accents only, and don't get me started on the armor colors." It was at that moment McAffee cut her off.

"Listen," McAffee said, with a hint of annoyance to his voice, "we left the Terra Nova Space Port for a combat assignment, we weren't expecting to have to conduct diplomacy."

"It's okay Admiral," Twilight said, trying to maintain her calm, "I'm sure Luna won't mind, I mean why would she mind? It's only the fate of Equestria we're talking about here and it's not like I'm worried she won't keep me on as her personal student if things go wrong..." It was at that moment Applejack shoved her hoof into Twilight's mouth.

"Calm down sugercube," Applejack said, "I'm sure everything will work out, freaking out isn't going to help Equestria." It was at that moment the blaring of trumpets broke the silence that fell over Ponyville.

"Oh no it's Luna's precession," Twilight said to herself. "Well it's now or never."

Location: Townhall, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542)

For the Humans entering Ponyville was like stepping back in time, the town resembled the old medieval villages that existed in Europe back on Earth, or in old storybooks. Some of the buildings resembled cottages or other buildings found on Earth at the turn of the century, others seemed as though they were built directly into a tree. As the group of Humans and Ponies made their way towards Townhall, the population of Ponyville was either out in force to catch a glimpse of the Aliens or hiding in their homes, hoping the Aliens didn't notice them. Ponyville had so far been spared the Covenants air attacks against Equestria's southern cities and towns, but the residents didn't know how much longer their luck would hold out.

The Humans eyed the Ponies with gazes that indicted there was still a lot to do in order to build trust between Equestria and the UNSC, trust that would have to be built quickly if any alliance against the Covenant forces in the north was to have a chance of driving the invaders from Equestria. As the group approached Townhall, the Humans caught a glimpse of a midnight blue Alicorn surrounded by at least a dozen or so Royal Guardsponies, in addition to a middle aged brown mare.

"GREETINGS TWILIGHT SPARKLE," the Alicorn shouted.

"Hello uh Queen Luna," Twilight replied, "Uh do you think you could uh not use the Royal Canterlot Voice?" Luna remained silent for a few moments.

"We take it that these are the Alien allies thy friend Rarity spoke of," Luna inquired, gesturing towards the Humans, specifically the middle aged Human, clad in a dark green uniform.

"Yes your highness," Twilight replied, "This is Admiral McAffee, the leader of the UNSC Midway and its' crew," McAffee remained silent, even on Alien worlds politicians never changed.

"Tis there a reason you don't speak to us Admiral," Luna inquired, addressing the Human leader for the first time, "and tis there a reason you bring armed soldiers into one of our villages?"

"Trust is something you'll find Humans are short on," McAffee replied, "as for these soldiers; they're simply my escort and personal bodyguards."

"Uh Admiral," Rarity said, pulling on McAffee's uniform shirt, "you're suppose to address her as your highness." It seemed even on other planets rank still had its' place.

"Indeed," Luna replied, with a hint of annoyance to her voice, "thou would be wise to heed Lady Rarity's advice Admiral. Yest ye learn that trust is something that even we are short on." Ponyville fell silent as the two leaders faced each other. The Human soldiers and Luna's Royal Guardsponies grasped their weapons tighter.

"Very well your highness," McAffee said, as he motioned for his soldiers to stand down, "we're here to talk not to fight."

"Why do we doubt that?" Luna replied, refusing to let her guard down.

"The choice is yours your highness," McAffee replied. Luna remained lost in thought, but eventually she spoke a phrase that would forever alter the course of Pony History, "Very well."

"Before we negotiate I have one condition," McAffee said, coldly, "My two Marines accompany me as my escort."

"It seems thou trust tis something we'll have to earn," Luna replied, eyeing the rest of Human troopers, "If we allow your Marines to accompany us, what of the rest of your soldiers?"

"The rest of my men will remain outside," McAffee said, "all I ask is that they be provided with some food."

"Ohhhh," Pinkie shouted, "Let me handle that part your highness. They can stay at Sugar Cube Corner, they all seem to enjoy cupcakes and we can throw a great big We've Been Here for 20 Minutes Welcome to Ponyville Party."

"And what of the Covenant," Luna inquired, "can we trust that your soldiers will stand and fight alongside ours should we be attacked while negotiating?"

"Your highness," McAffee replied, "in that regard we don't have a choice."

"Lady Pinkie Pie's offer is thy's to chose Admiral," Luna said, her gaze suddenly grew cold, "But be warned we shall hold thee responsible for any problems your soldiers cause and if they abandon us." McAffee motioned for one of the ODSTs.

"I'm turning over command to you Lieutenant," McAffee said, "do you think you can keep everything under control until negotiations are done."

"Trust me sir it'll be easy," the Lieutenant gazed at Pinkie for a few seconds, "Besides the men haven't had any down time in weeks." McAffee turned to face Luna.

"Very well we accept," McAffee said. With that McAffee removed his sidearm and tossed it to the ground.

"Sir are you sure it's wise to go in unarmed?" One of the SPARTANS inquired.

"Maybe but right now it's the best course of action," McAffee replied.

Location: Inside Townhall, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542) a few minutes later

Tensions between the Humans and Ponies were eased somewhat by McAffee discarding his personal weapon and ordering his two Marine Escorts to remain outside of the main chamber, and only to enter if they felt his life was in danger. In the center of the room was a large circular table, normally the table would've been elaborately decorated and would've been used to entertain a visiting Canterlot dignitary, but given all that had happened the Mayor decided to forego any formalities. The twelve Royal Guardponies took up positions on either side of their Queen, the Guardsponies trying with all their might to maintain their normally stone like expressions. McAffee gazed across the table at his Pony opposites. With the exception of Pinkie Pie and Applejack, who'd headed to the train station to meet the inbound refugee trains from Appleloosa and Manehatten, Twilight and her friends had joined Luna and the town's Mayor in negotiating with the Humans. The Guardsponies grasped their spears tighter, as McAffee reached into the pocket of his jacket.

"REALLY," Rainbow shouted, as McAffee placed a small microchip on the table, "THAT LITTLE THING IS WHY YOU INSISTED ON BRINGING SIX ARMED SOLDIERS?"

"Back home we have a saying," McAffee replied, "Don't judge a book by its cover. The danger of this falling into the Covenant's hands is too great to leave up to chance, what you see here is the heart and soul of all UNSC vessels."

"Pfftt," Rainbow moaned, "Lame, you mean your great big starship can't work without a little bitty piece of crystal." It was at that moment a glowing blue figure materialized on the chip.

"Actually the Midway would run fine without me," Elita said, "just not at 100% efficiency."

"What magic tis this?" Luna inquired.

"This is Elita," McAffee replied, "The Midway's Artificial Intelligence."

"Wait you mean your ship can think?" Twilight inquired.

"Not quite," McAffee replied, "it's rather complicated but Elita's job is to essentially run the day to day technical operations, and to answer Rainbow's question on why I insisted on bringing six armed soldiers, it's against protocol for a Ship AI to fall into the hands of the enemy, if they were to gain control of Elita they would know everything about us, our history, current research, force deployments, and most importantly the location of our home world: Earth." Twilight's eyes lit up, an actual living library, she'd tried numerous times to create something similar to Elita using magic but it had always ended with her spells counter-acting each other, the thought of what she could learn by spending just one minute with a Human AI, it was almost too much for her to handle.

"Lady Rarity's letter informed us of thy own war with the Covenant invaders," Luna inquired, there would be time for technical talk later, "Tis there any truth to her claims?"

"As much as I would love to say no," McAffee replied, sighing, "What Rarity put in that letter is the truth, your highness." the look on all the Ponies faces, with the exception of Twilight and her friends, suddenly grew cold.


"Spreading the war wasn't our intent," McAffee replied, "the Covenant made a blind jump into slip space, the fact they found your world was a one in a trillion chance. The fact I was even willing to consider risking the safety of the UNSC, by bringing Elita with me should tell you something of my intentions now." Luna had to admit there was truth to what the Admiral was saying.

"But still," the Mayor added, "That's no excuse for bringing your war to our world." McAffee simply sighed, just like the politicians back on Earth, the Queen and the Mayor failed to grasp just what it was they were up against.

"Elita bring up the current battle map," McAffee said, the hologram simply nodded, before fading away, and reappearing as a large map of the galaxy, outlining territory controlled by the UNSC and the Covenant, with a yellow dot in the bottom corner of the screen indicating the Midway's current location. To the ponies the sheer size of the Human and Covenant Galactic Empires was staggering, just the fact both sides had extended their domains as far as they had, and the fact that both Empires even existed told the Ponies something about how far behind Equestria had lagged when compared with the Galactic juggernaughts they were now faced with. For Twilight and her friends, the thoughts of what Equestria could gain from an alliance with the Humans in terms of knowledge was staggering.

For Luna the sight of the map had made her decision even harder, for the first time she truely grasped the big picture, Equestria was caught in the middle of a war between two galactic superpowers and both sides now knew Equestria's location, even if the Covenant was defeated, both sides still possessed the military and technological might to create and maintain Galaxy spanning empires, what would stop the Covenant from returning with an even larger fleet and an even larger army? What would stop an alliance with these Humans from turning into a military occupation? Her thoughts turned back to the issue of the Covenant, it eased her mind that for now at least they shared the same enemy, but for how much longer? Annihilation at the hands of the Covenant or annexation by the UNSC, every scenario Luna ran through her mind came out the same, regardless of which side won the larger war, in its current state Equestria would be at the mercy of the victor.

"If we choose to accept thy offer of an alliance," Luna said, breaking the silence that had fallen over the room, "we desire something in return. Thou shalt share all thy knowledge with us." McAffee simply looked at the Night Queen, what he was about to say would be grounds for his execution for high treason, but both Humanity and Ponykind needed allies.

"We'll share only that which we feel doesn't compromise the safety of our home world or our colonies," McAffee replied, as he gazed across the room, at the ponies, "Before you make your decision on the issue of an alliance, your highness allow me to ask do you think regardless of what decision is made in this room you'll be able to defeat the Covenant and return to how things were before they attacked?" Luna remained silent, true Equestria had been blessed with over a millennium of uninterrupted peace and harmony, but at what cost? Isolation from the rest of the galaxy and technological stagnation, recent events had shown that even with Magic, Ponykind was no match for the Covenant's might. For the first time, Luna truly grasped the price Equestria was having to pay for having attained the peace and harmony her sister's rule had brought.

But that was then the peaceful rule of her sister was a thing of the past, for Luna this war would define her reign, if Ponykind was to survive in this new world they had to change and adapt. Regardless of what her decision was she knew it would be hard for her people to accept, but her sister had always said there were times when one had to accept the lesser of two evils to attain a greater good.

"Very well we accept ye's offer of an alliance," Luna said, as her eyes lit up with rage, "BUT BE WARNED ADMIRAL IF THY ATTEMPTS TO DESCEVE US THOU SHALT PAY WITH THY LIFE."

"Agreed," was all McAffee said. Twilight couldn't help but breathe a sigh of relief, for a few moments it looked as though it would be clear sailing. However Twilight's relief was soon shattered when Luna spoke.

"Twilight Sparkle we would like to speak with thee in private," Luna said

Location: Mayor's Office, Townhall, a few moments later, Free Territories, Year of Luna 0001 (Earth Year 2542)

For Twilight, it felt like an eternity had passed since Queen Luna had agreed to the alliance with the Humans, but now Twilight was really worried. Even though she knew she'd eventually have to face Luna about her future, she couldn't help but wonder if she had done the right thing by asking the Humans to come to Ponyville? Twilight paced back and forth trying to put what the Queen might be intending for her out of her mind.

"Twilight Sparkle," Luna said, catching Twilight off guard.

"Your highness," Twilight said, smiling, "You you said you wished to speak with me?"

"Indeed," Luna replied, "thy can relax for we have no intent of replacing thee as our personal student." Twilight breathed a sigh of relief, feeling as though a massive weight had been lifted from her shoulder.

"Yet understand Twilight Sparkle," Luna continued, "We are not our sister, we expect our student to be on time and punctual with all her assignments."

"Yes anything you say your highness," Twilight said, bowing.

"We are appointing thee as liaison between us and the Humans," Luna continued, "thy shalt report to us any information that will help us turn the tide of this war, or any signs of deception on the part of the Humans." Twilight looked at the Queen with a confused gaze.

"I don't understand your highness," Twilight inquired.

"Though we have gained an ally," Luna replied, "we know not their true intentions. For Ponykind to endure, we must learn all we can of both the Humans and the enemy."

"But why me your highness," Twilight inquired, "I'm a librarian not a soldier or a diplomat." Luna simply put her hoof on Twilight's shoulder.

"Ye are stronger then thy knows," Luna replied, smiling, "Equestria hath changed Twilight Sparkle, we all hath a role to play in this war." Before Twilight had a chance to reply, they were interrupted by a Guardspony barging into the office.

"Forgive me your highness," The Guardspony said, "It's urgent that you return to the meeting."

"What tis the problem," Luna inquired.

"The Human Admiral is requesting your presence," the Guardspony replied. Without so much as a reply, Luna and Twilight raced back to the main meeting room, where they found everyone gathered around the table. Even more shocking to Luna and Twilight, McAffee had ordered his two Marine guards into the room.

"Your highness," McAffee said, taking notice of the Queen's entrance, "it seems we have company, Elita." The Hologram simply nodded.

"The Midway's sensors picked up a Covenant Phantom heading for the town," Elita said, crossing her arms.

"Phantom?" Twilight inquired.

"Covenant troop carrier," McAffee replied.

"How many troops Admiral," the Mayor said.

"Unknown," McAffee replied, "not counting the five crew, we're looking at between 16 and 30 Covenant Troops of various types," he turned to Elita, "have the scanners picked up any other Phantoms or Spirits?" Elita remained silent for a few moments before replying, "Negative, just the one." Something wasn't right, Covenant troop carriers usually traveled in pairs or in packs.

"What are we going to do," the Mayor said, trying her best to hide her own fear. "The Ponyville Guard isn't fully mobilized," McAffee cut her off.

"It's just a guess," McAffee replied, "but it's likely a scout ship, or a lost supply ship, my gut instincts tell me the same," he sighed, "however I wouldn't write off that there are more heading this way, or they've already deployed troops." Queen Luna turned to face the Mayor.

"Madame Mayor deploy all Guard units," before Luna could finish her statement, McAffee cut her off.

"Forgive the interruption your highness," McAffee said, "but you don't know if it's simply a scout ship or if they're gathering an assault force to attack Ponyville."

"He does have a point," Twilight added. Luna remained silent, part of her was eager to see if this new alliance would help turn the tide, but there was still doubt in her mind if the Humans would indeed stand and fight.

"Very well Admiral," Luna said, with a cold tone, "what tis thy plan?"

"The Covenant believe themselves superior to every creature in the Galaxy," McAffee said, crossing his arms, "But they have a weakness, overconfidence."

"How so?" Luna inquired.

"If what we've heard is correct the Covenant haven't encountered organized resistance from you Ponies," McAffee replied, "and for the moment they don't know we followed them through slip space. Likely any Covenant forces heading for Ponyville won't expect resistance, this gives us the advantage of surprise," he turned to face Twilight, "can you pull something out of someone's hand?" Twilight simply laughed.

"In my sleep," Twilight replied, with a smile, "that's Magic Kindergarten level."

"Thy still hasn't answer our question," Luna added, "what tis thy plan."

"An ambush," McAffee replied, "standard Covenant formation is that they always put their smaller troops out front with an Elite or a Brute following close behind providing leadership, eliminate that commander and you break the Covenant's will to fight. The plan is for Ponyville's population to remain hidden, which should give the enemy the false impression that the town is abandoned. Once the Phantom withdrawals, and the enemy ground force comes within range of Sugar Cube Corner, my two SPARTANS will take out the leader, while at the sometime Twilight here will use her," he paused for a moment, "magic to strip the Covies of their weapons, once the leader is down and the remaining Covies are disarmed the Marines and ODSTs hidden in Sugar Cube Corner will take out the survivors."

"But that doesn't seem fair," Fluttershy added, "You'll actually kill defenseless creatures." The Marines shot the yellow Pegasus the coldest stares she'd ever seen.

"After everything the Covenant has done to us," one of the Marines replied, angrily, "the billions of Humans who have died at their hands, the friends they've crippled, the families they've wiped out, the generations they've destroyed, the countless worlds they've reduced to wastelands. The only mercy we intend to show the Covenant is a quick death." The room fell silent, Fluttershy couldn't believe what she had just heard, war in Equestria was a thing that was supposed to be a thing of the past, Ponies had learned to forgive their enemies, no matter what they had done, even Discord and Nightmare Moon's followers were all eventually forgiven, the ones that didn't make the mistake of fleeing into the Everfree Forest. But the Humans and the Covenant, no matter what scenario Fluttershy ran through her head, she couldn't understand what had transpired between them to make them hate each other so much? Luna simply looked at the Humans gathered before her; this was the opportunity to see just how well the Humans held up in battle with the Covenant.

"Very well Admiral," Luna replied, trying her best not to show emotion, "Thy hath our permission to carry out thy plan." McAffee simply nodded.

"Elita ETA to enemy arrival," McAffee inquired.

"An hour maybe less," Elita replied. McAffee turned his attention to the two Marines.

"Corporal," McAffee said, "locate Sugar Cube Corner, inform Delta III and IV to report to Townhall, and instruct the others to prepare for combat," he then turned his attention to the Mayor, "Madame Mayor, if your town has any type of Air Raid siren, now would be the time to use it," he then turned to Rainbow, "How fast can you fly?"

"Pffft," Rainbow replied, laughing, "I'm the fastest flyer in all of Equestria."

"Then find your friend," McAffee said.

Location: Ponyville Train Station, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542), a few moments later

Applejack tried her best not to hurl as she made her way through the Train Station, the mayor had ordered any Pony with medical experience to report to the train station to assist the refugees coming in from Appleloosa and Manehatten. The sight before her was something she had never expected, and never wanted to see again, Ponies and Buffalo mangled, many beyond recognition, their beautiful coats covered in blood or Plasma burns, the blood had turned the Train Station's boarding platform into a river, forcing Applejack to do all she could to keep her balance, severed limbs laid scattered across the platform. Applejack could hear many of the doctors and nurses talking, about how Ponies and Buffalo had been removed from the trains with limbs shot off, numerous doctors and nurses looked as though they hadn't slept in days, or were close to hitting their breaking points owing in no small part to the types of injuries they were seeing. They'd treated everything from simple cuts to broken wings, but this was something they'd never dreamed possible.

Applejack tried her best to drum out the sounds of the screams; her entire focus was on locating any of her relatives that managed to get on one of the trains from Manehatten or Appleloosa. Her spirits lifted when she spotted a cross eyed grey Pegasus assisting a group of doctors attending, a yellow colt clad in a tattered brown vest and charred cowboy hat.

"Cousin Braeburn," Applejack shouted, as she raced to her cousin's side.

"Cousin Applejack," Braeburn replied, smiling. It was at that moment she noticed the large Plasma burn running down her cousin's back.

"What happened?" Applejack inquired, "where's the rest of our kin?"

"I was out in the Apple Orchard," Braeburn replied, lowering his head, "when them Aliens bombed the town," a tear formed in the stallion's eye, "they burned everything including the Apple Orchards, then hit the Buffalo Village when they came to our aid, they killed any Pony that moved. I was lucky to get on the evacuation train before the station was hit, after that I don't know what happened to the others." Before Applejack had a chance to reply the sounds of sirens echoing in the distance.

"APPLEJACK," Rainbow shouted, as she emerged from the crowd, "I've been looking for you everywhere, those Humans say there's a Covenant attack ship heading right for Ponyville." Applejack felt her heart leap into her throat, as she looked around at the wounded and dying Ponies and Buffalo, they'd already been through a nightmare and now they were about to experience it again.

"AJ," Rainbow continued, regaining Applejack's attention, "did you hear me Queen Luna and the Mayor have ordered everyone to take cover."

"RD," Applejack replied, trying to hold back her tears, "I can't leave ma kin like this." Before Rainbow had a chance to reply, Derpy cut her off.

"Don't worry Rainbow Dash," Derpy said, happily, "I'll make sure Applejack's cousins are taken care of." Rainbow simply shot Derpy a cold stare.

"No Derpy," Rainbow said, coldly, "I want you to go home and stay there until this blows over." Derpy tried to protest but Rainbow wouldn't hear it, leaving the grey Pegasus sitting there with tears in her crossed eyes.

"Rainbow you're not being fair, Derpy maybe clumsy but she's still your sister and she just wants to help," Applejack interjected. Rainbow still didn't reply, she hated having to be the heavy hand when it came to her sister, but Derpy was the only family she had left since their parents had been killed in an air show accident while they were away at flight school.

"Derpy," Rainbow said, with a heavy sigh, "Help AJ get her relatives to cover and stay there." A smile filled Derpy's face, as she began helping to move the injured into the Train Station.

"Be careful D," Rainbow said, as she raced back to Townhall.

"Same to you R," Derpy replied, as she struggled to keep her balance on the blood covered boarding platform, while watching her sister fly off.

Location: Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542), an hour later

Most days Ponyville was one of the most lively of towns, it's location between Canterlot and the major cities to the south made it a popular hub for travelers and merchants heading for the capital or just stopping off to sell their merchandise, but that was before the sirens sounded, now the streets of Ponyville resembled a ghost town, every inhabitant having taken cover in whatever structure they could find, the only sounds of activity being the Human Marines and ODSTs in Sugar Cube Cornor readying their weapons for what was about to happen, the SPARTAN Snipers having taken up their positions on the top floor of Townhall.

Twilight paced the floor, trying her best to hide her fear. She remembered how scared she'd been when they'd first encountered the Humans, but now she was absolutely terrified. True she'd faced Dragons, Monsters, and a god of chaos, and even the fear of being tardy in the past, but this, this would be far different, all those creatures could be imprisoned or reasoned with, but from what she'd read in the reports from the Occupied Territories, there would be no reasoning with the Covenant once they arrived, this time it would be kill or be killed.

"The first time's always the worst," one of the Marines said, as he finsihed checking his assault rifle.

"You mean you're actually scared," Twilight inquired, fear was something she'd never expected Humans to show.

"We're all scared," one of the ODSTs added, "every drop, every deployment, the fear that it will be our last is always in the back of our minds. Some allow that fear to consume them, they just freeze, unable to move or perform their duty, others simply loose it and they become a danger to themselves, the mission, civilians, and their unit. In the end what helps you overcome the fear is knowing your fellow soldiers have your back no matter what." Twilight couldn't help but smile.

"It's funny," Twilight said, "that actually sounded like a lesson on friendship." Before the troopers could form a reply, a coded message came over their headsets: COVENANT PHANTOM DEPLOYING TROOPS ON OUTSKIRTS OF PONYVILLE. From the look on the Marines faces Twilight knew this was it, there was no turning back.

In Townhall, Queen Luna had nearly warn a hole in the floor with her pacing, the Queen in her wanted to demand that McAffee and his soldiers aid the Ponyville Guard in repealing the invaders, yet she was still reminded of what had befallen her sister's expedition. Now it would be the moment of truth, to see if the alliance between Human and Pony was more than just talk.

"Delta III's reporting in," Elita said, gaining the attention of everyone in the room, "The Phantom's heading back to the north, but five Covenant ground troops are making their way into Ponyville."

"IDs," McAffee inquired, crossing his arms.

"Delta III reports standard patrol formation," Elita replied, "four Grunts out in front, an Elite in the back."

"Tell Delta III and Delta IV to hold their fire until they're in range of Sugar Cube Corner," McAffee replied, "then take out the Elite."

Down at Sugar Cube Corner, the seconds felt like an eternity, outside Twilight could hear the muffled sounds of breathing, she poked her head up briefly and spied the first of the Grunts moving onto the street. It looked no bigger than a large Pony, with orange armor, on the back of which was a large tank and a series of hoses that connected to a breathing mask that covered the Alien's mouth.

"MOVE IT YOU WORTHLESS CREATENS," a loud threatening voice shouted, "the Arbiter demands this village be scouted as soon as possible." Twilight ducked back down, of all the Aliens the Elite was by far the most terrifying, clad in bright blue armor with a mouth that opened into four separate mandibles. However before the Elite had a chance to respond, two shots rang out from the direction of Townhall. The first struck the Elite dead center, breaking his protective shield; the second however found its mark, striking the massive Alien in his head, dead center, causing his head to erupt in a pool of purple blood. The Elite's body hadn't even hit the ground, when Twilight sprang into action, she focused all her magic on the confused Grunts, who were racing to try and draw their Plasma Pistols. However the moment the Grunts touched their weapons the Plasma Pistols were surrounded by a bright purple force field, and pulled out their hands, before being pulled into Sugar Cube Corner.

By now panic had begun to set in, as the Grunts attempted to try and flee, but no sooner had they begun to fall back, the windows of Sugar Cube Corner exploded, as the Marines opened up on the retreating Grunts, a few seconds later the door also exploded outwards, as the ODSTs emptied their weapons into the retreating Grunts. One by one the bullets found their marks, punching through the Grunts armor and skin, as though it wasn't there, others penetrated the tanks on their backs, causing them to gasp for breath. By the time the shooting had stopped, three of the four Grunts along with their Elite commander lay dead, the fourth Grunt had managed to crawl his way to the wall of a nearby shop, his breathing tank was filled with bullet holes, and one of the hoses connecting it to his breathing mask had been severed, the sounds of the gas that filled the tank leaking out filled the air. Slowly Twilight and the Humans made their way out of Sugar Cube Corner. As they approached the injured Grunt, something happened that Twilight had never expected, in a fit of rage one of the ODSTs emptied his remaining clip into the Grunt, killing him almost instantly.

"560," the ODST said, under his breath.

"Why would you do that?" Twilight inquired, with a confused look. The ODST simply grunted.

"The Covenant have killed billions of Humans," the ODST snarled, "because they think their gods, if they were really gods they wouldn't bleed." With that the ODST made his way back into Sugar Cube Corner.

"Covenant wiped out the sergeant's entire home colony," one of the Marines added, "he vowed to kill a thousand Covies for every Human they killed on Sierra." Twilight didn't know how to respond. Part of her was outraged that the ODST had killed a defenseless creature, but after hearing the Marine's explanation she began to wonder, for all the pain and suffering the Covenant had inflicted on Ponykind would she have done the same thing?

Location: Townhall, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542), a few minutes later

For Luna the news that the Covenant Patrol had been completely annihilated was the first good news she'd heard since the war had begun, however her mood soon darkened when she noticed McAffee didn't seem at all pleased with their victory.

"Tis something bothering thee Admiral," Luna inquired. "Thy should be celebrating thy victory."

"Forgive me your highness," McAffee replied, "but all we did was take out a patrol, and if they could sneak a Phantom passed your main defense line it's only a matter of time before they send their army south." Luna felt her heart sink, so far the Celestia Line had been holding, but how much longer was anypony's guess.

"However your highness," McAffee continued, "we do have one advantage, the Covenant's main weapon, their carrier, was badly damaged when we ambushed it, and given the amount of resources needed to repair the ship, the Covenant commander likely won't risk launching a major offensive until he's sure he can win."

"How long does thou believe we have until the enemy comes?" Luna inquired.

"That I don't know," McAffee replied, "it may be a few days or a few weeks before the Covenant send out a search party to try and find the patrol we took out, but what I'm worried about are beings on Equestria that would be more then whiling to cast their lot with the Covenant." The look to Luna's face became one of concern, true Equestria had known harmony for years but the remnants of the Alliance of Chaos were still out there: Griffins, Changelings, Ponies who had cast their lot with Discord during the Great War, true Ponies were peaceful, but they still had many enemies who would jump at a chance to take revenge for the defeat Queen Shining Sun had inflicted on them. But maybe if the Humans could train the Royal Army and protect the approaches to Canterlot, there was still a chance the war could be won.

"Admiral," Luna said, "is it possible to move thy warship to Ponyville?"

Stay Tuned for Chapter IV: War Games