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- War: Neosapien War
- Year: 2120
- Location: Venus
- Tactical victory: Exofleet, Pirate Clans
- Strategic victory: Exofleet, Pirate Clans
- Pirate Clans
- Neosapien Commonwealth
- Commanding officer
- Exofleet: E-frames
- Pirate Clans:
- Neosapien Commonwealth: Olympus Mons II, E-frames, GRAF Shield
Before the battle began Able Squad was sent to discover if the Neo Megas had re-activated the GRAF shield. Enleal, a Neo Mega advisor, succeeded in removing Algernon's programming. Draconis, realizing that an Exofleet recon unit could be in the area, ordered a search and destroy operation. Sullust, another Neo Mega, ordered Draconis to cancel the operation. This baffled Able Squad and temporarily enraged Draconis.
Marsh knew the shield had to be destroyed before the rest of Exofleet arrived. Winfield told Algernon that a technology war against the Neo Megas would be very costly and ordered Marsh to destroy the shield.
The attack on the shield control center proved an easy victory as there were minimal defenses, and the Neosapiens withdrew after suffering minimal losses. Alec DeLeon realized that the original GRAF Shield was a decoy and the Neosapiens wanted Exofleet to destroy the building. After accessing the systems, Algernon stated that the original shield was useless as a weapon.
The real GRAF Shield, built inside Vesta, was then activated and instantly destroyed several Exofleet ships. However, Simbacca ordered the activation of the Cloaking Devices and for the fleet to proceed with the attack. Winfield was stunned at the order, but Algernon explained that the GRAF Shield's sensors worked light rays. The limitation was summarized as "they can't hit what they can't see".
Once inside the shield minimum range, the jumptroops were deployed and headed straight towards the shield at Vesta. Draconis ordered that Sullust and Enleal were to be executed for their failure and attempts to circumvent Draconis's authority. He then ordered all his military units to form a defensive perimeter around Vesta.
The Neosapien defense lines and counterattack soon shattered under Exofleet's attack and many units retreated after losing only a few vehicles. After one retreat, Marsh refused to pursue the Neosapiens, instead he ordered the destruction of their weaponary and vehicles. The Resolute II bombarded Fort Elizabeth from orbit, followed by an assault led by Avery F. Butler.
Draconis retreated from the fort, ordering that the remaining Neosapiens maintain the counterattack for as long as possible. Meanwhile, James Burns located Draconis and pursued him. Draconis assembled his support teams, such as the mechanics and military police, and said they would fight alongside the regular military. Thrax was skeptical of the plan as Draconis had already ordered the destruction of the computer systems and any other important equipment. Thrax was shown a hydrogen bomb and instructed to activate the warheads if Vesta was captured.
The Venus Resistance destroyed Draconis's hoverplane and then attacked other military installations. This was a rogue operation as Winfield had declared Vesta an open city. The resistence was losing until Able Squad arrived. Thrax was ordered to detonate the warheads, but refused since it would be needless destruction.
As Draconis boarded the flagship of the Venus Fleet, Thrax also arrived and admitted that he had refused to activate the warheads. After Thrax was arrested, Phaeton called for a situation report. Draconis said that he could retake Venus, but Phaeton stated he was arriving to take command. The Olympus Mons II then arrived. On Venus, Marsh's attempts at prisoner interrogation failed.
Onboard the Olympus Mons II, Draconis was informed that Phaeton had a spy among the Pirate Clans. Winfield planned to use the Exofleet ships as bait, the pirate ships along with the Resolute II would launch an ambush once the Venus Fleet was within range. However, Barca's sabotage disabled the exocarrier's engines and the cloaking device. Winfield then ordered a retreat and that all E-frames were to return to provide a screening element.
Marsh quickly devised a plan involving a captured Neosapien shuttle. In space Winfield's ambush began and several Neosapien ships were destroyed. However, the Olympus Mons II was too heavily armored to seriously damage. Phaeton ignored the destruction and concentrated on destroying the Resolute II. The shuttle carrying Able Squad was nearly destroyed, but Marsala bluffed Phaeton by stating that Draconis was planning to mutiny. Marsala knew that the tactic would work since: "Phaeton has chosen to rule through terror. But when everyone fears you, you must fear everyone."
Despite Exofleet's attack, Winfield ordered them to withdraw and Venus was to be evacuated since the Venus Fleet was gaining. Able Squad boarded the Olympus Mons II and began attacking the ship's electrical systems. This disabled the main engines and slowed the Venus Fleet. Phaeton personally engaged Marsh in an E-frame battle and was winning until Wolf Bronski and Maggie Weston forced Phaeton to retreat.
The Olympus Mons II's crew managed to activate the backup engines, and entered maximum weapons range. Winfield told the towing vessels to escape, however Algernon had repaired the damage and the Resolute II cloaked. Winfield then had the Resolute II repeat the tactic of: decloaking, firing a salvo, and recloaking. This deprived the Olympus Mons II's computers of the time needed for a targeting lock. Draconis convinced Phaeton to abandon the ship. Able Squad escaped at the same time the escape shuttle arrived.
Draconis revealed his intention to seize control of the Neosapien Commonwealth and left Phaeton to die. Draconis escaped just minutes before the Olympus Mons II exploded from another salvo. With the flagship destroyed, the Venus Fleet returned to Earth, where Draconis was arrested by the real Phaeton.
Despite the victory, numerous Neosapien ground units remained active and launched attacks against the Exofleet forces. However the victory was extensive as the Neosapien fleet would not launch another full scale fleet engagement until the Fourth Battle of Venus. Another problem was the fact that the Venus Resistance broke apart and several cells committed rogue actions.