A/N: This story is on hold for now. I'll be concentrating on Halo: Elite Force and pretty soon Halo: Defection. But I hope you enjoy this chapter nonetheless.

Chapter 3: Fighting Retreat

The group met up with three more resistance fighters in an abandoned building.

"General Kenobi, this is Sgt. O'Grady." said Connor

"Sgt. I'm sorry we couldn't help more than we did. Our ship would have been destroyed and the Republic wouldn't know of your predicament."

"Understandable, but these new weapons you gave us even the odds a bit. We should be able to make some headway against the Machines."

Kenobi nodded "We better keep moving."

"Right, let's move out people. Keep your heads down and stick to cover." said O'Grady.

They came out the other side of the building and were heading into the street when a resistance fighter called out. "John! look out, Aerostats."

A group of three of the flying machines came in firing mini-plasma guns. The clone commandos took them down instantly. Another trio came immediately after that and the resistance took those down as well. The group continued on until they reached a downed Aerial-HK. They took a side route through a destroyed building and ended up on the second floor. Five more aerostats attacked but were quickly destroyed. The group went down the stairs and began to cross another street.

"Stay low and keep quiet." said O'Grady.

They were forced to turn right into a building. When they were in what used to be the lobby the ceiling collapsed behind them. Then a T-600 burst through the wall.

"Go! Go! GO!" yelled Connor pointing to a hallway directly ahead.

The Commandos fired their blasters but the T-600 held up a shield of sorts, a piece of concrete, while firing its gatling gun. Two resistance fighters were killed but the rest of the group moved on.

They went out a door and a commando set a thermal detonator on the ground then rigged a trip wire across that would trigger the grenade when the Terminator came through the door. Ahead were O'Grady and Rogers. There was the HK that had crashed into the ground nearby.

"Where's Griffin and Lewis?" asked Rogers

"I'm afraid they didn't make it." said Obi-Wan

"Darn Machines, come on let's get out of here before that thing reboots." said O'Grady

Blair pointed up some stairs. "This way, everyone's upstairs."

The group went up the stairs and met up with a resistance scout.

"Well I'll be! I thought for sure ya'll were dead." said Peters still holding an older American rifle.

"Where are the choppers Peters?" asked Connor while handing him a blaster pistol.

"No choppers, gonna take trucks from a nearby depot." He turned to Kenobi "Those gunships of yours are a real help. They've been helping evac our people."

"I'm glad to hear it. We better move on before more machines show up." replied Kenobi

"So where are the trucks?" asked O'Grady

Before Peters could answer there was a flash of grey metal outside, along with the sound of jet engines.

"Sounds like that HK rebooted." said O'Grady

"What's the plan coach?" asked Peters

"Wells! Rodgers! take up positions near the windows with Peter's and Kenobi's men, draw its fire and take out any aerostats supporting it. Blair and Connor I want you to focus on shooting it down." he turned to Peters "you got any spare RPGs laying around?"

"Yea, right over there."

Connor grabbed up the RPG and reloads while the rest of the took up defensive positions. One of the commandos yelled out "Aerostats incoming!" and opened fire taking down three of them. The HK appeared in a window and John aimed and fired an RPG. It impacted the front of the HK but didn't kill it. The Hunter-Killer swung around to another building as more Aerostats invaded. The small group put out a withering amount of blaster and projectile fire. Kenobi deflected some plasma bolts then sliced through an aerostat that got too close. Connor fired another RPG and again hit the HK. "Hit it again John!" yelled Blair.

Yet another wave of Aerostats came in from the left and the HK reappeared directly ahead. As the others took down the small flyers Connor aimed and fired another RPG. Third time's the charm he thought. The HK backed up but was no longer able to maintain altitude. It came at the building intent on ramming the level the resistance fighters were on but dropped like a rock when its engines went out.

The group moved outside and up a small ramp leading to a parking lot filled with burned out cars. Everyone but O'Grady got passed before a T-600 came in from behind. The group had taken cover behind a low wall while O'Grady was stuck behind a cabinet. One of the Commandos motioned him to stay there and switched to the sniper rifle attachment. Carefully he aimed and fired a powerful blaster bolt at the 600's head. The head was vaporized completely and the machine stumbled but didn't fall. "It's got a backup CPU and sensors." Connor whispered. The Commando aimed again for the reactor and fired. The bolt went straight through and killed the machine. It fell to the ground with a solid 'thunk'

O'Grady stood. "Thanks guys that was close." he said. O'Grady was headed up the ladder when a flight of Aerostats came from behind and killed him with a pair of plasma bolts. The rest immediately returned fire and destroyed them.

"We'd better go. The trucks are this way." said Connor

Four resistance fighters, four commandos and one jedi squeezed into two trucks and a van. The vehicles jumped off the roof and headed for the highway. "Gunners! watch your sectors take down those aerostats." Blair manned one fifty-caliber machine gun on a truck while Connor controlled the other. One of the Commandos popped his head out the top hatch of the van and took aim with his DC17 sniper rifle attachment. "Here they come!"

The flying machines came at them in waves and fired small plasma cannons but not one could take the firepower of two fifty-cal machine guns and a sniper rifle. Eventually they reached the highway. Then a full-size HK began tracking them. It fired its larger plasma guns but missed. "Take down that HK! Target its damaged engine." Said Connor

The two fifties and the sniper all fired on the damaged engine. It took some time and a few hundred rounds of ammo but they destroyed the bad engine. Then they proceeded to knock out its systems one by one. First the sensor pods, then the plasma cannons themselves. Then the HK hovered on the other side of a collapsed overpass. The Van's side door opened as they jumped the makeshift ramp. Obi-Wan ignited his lightsaber and slashed at the HK as they passed. The blade severed critical hydraulic lines, the HK's engines sputtered and died. Then it dropped like a rock and exploded. "YEEEHHAAAAA!" yelled Peters "That's what I'm talking about!"

The three vehicles made it to a tunnel as another HK fired missiles at them. But instead of destroying the vehicles the missiles collapsed the entrance to the tunnels. The three vehicles stopped for a moment to catch their breath. But were then on the run once again as Aerostats came at them through the vents.

Blair and John again manned the fifties while a commando provided sniper support. The van had stopped in its tracks. The driver was yelling and cursing at it, then he pushed the gas pedal and the van roared to life. The driver put the vehicle in 'drive' and was just about to drive off when a T-600 jumped onto the hood. Luckily the commando sticking his head out the topside hatch had just reloaded his weapon and took aim. The bolt caused the machine to stumble back and off the van. The driver slammed his foot on the gas pedal and ran the machine over.

As the three vehicles roared down the tunnel they were pursued by several waves of aerostats until they came out of the tunnel onto the interstate...or what was left of it.