Disclaimer: I don't own My Little Pony: Friendship is Magic or any of the characters, nor do I own Team Fortress 2 or any of its characters. I do, however, own Copper Head and Captain Ajax.

"Spy, five foot nine, classified, a male human, dark gray, not zat I'm aware of, yes, only on leap years, no, a bunch of idiots, classified, I almost had a clear shot at Judy Garland once, no ze Princess didn't zay anyzing about eating fillies." The three little fillies were stunned, usually older ponies would just ignore their barrage of questions or try to direct them somewhere else but this…human had just systematically answered them all as quickly as they had been asked!

Rarity, who had hidden herself from the eager CMC behind the door, trotted back in after what she assumed what was the bulk of the chatter storm had past. "I must say, you really do have a lot of intrigue about you, don't you Mr. Spy?" Spy smiled and rubbed the back of his neck. If only she knew… "Oh, before I forget, I'd best tell Twilight that these three are in on our little secret. Her library is just a few houses over, would you mind if I went and got her? The others should be there right about now."

The French assassin looked down at the still somewhat dumbfounded fillies, "I'll be fine. I have quite ze way with children…" Rarity smiled happily as she trotted once more out of sight and down the steps towards the front door. "…like when I convince zem to help me stop ze child-napping Australian embodiment of Smissmiss! Who wants to hear zat story before Rarity and ze ozers get back?"

The miniature pony's already impressive eyes grew even larger as did their smiles. Rarity would have their hides if she knew that Spy was telling them stories about his dangerous career, so naturally that made them want to hear it all the more! But as the sound of the front door opening and clicking shut, the eagerness in the fillies' faces suddenly faded like the smoke being blown away to reveal the source of the fire.

"Actually, I'd think we'd much rather hear the story about how the human got himself captured by three innocent fillies…" Apple Bloom said in a strange voice, followed by a low chuckle from Sweetie Belle.

Green flames licked their hooves and rapidly shot up their tiny frames to reveal even larger, exoskeleton-encased ones. Spy quickly stood as the fillies-turned-Changelings moved in closer, forming a semi-circle around him from the wall. "You were right, Mockery, that WAS easier than Chrysalis made it seem," the former Apple Bloom said in a buzzing tone.

"That's CAPTAIN Mockery to you, Ditto! Bringing this beast back, the Queen will have to reinstate back to my rightful status, if not something greater," the faux Sweetie barked at his soon-to-be subordinate. Their attention soon shifted away from thoughts of strangling one another as the sound of something cracking filled the now silent room. Ten somethings to be exact, all coming from the gloved hands of Spy as he popped his knuckles for a second time.

Spy made the first attack: a deceive roundhouse that sent Mockery and Ditto crashing into Carbon Copy, he made a move for the door but was cut off by a telekinetically-thrown mannequin that broke apart upon impact with the back of his head. The two Changelings that didn't have a part in lobbing the plastic horse took flight, using their quick wings to boost their moments as they lunged at the still disoriented Spy.

Less disoriented than he let on. Realizing too late that that Spy had once again gained the upper (and in this fight only) hand, Ditto and Carbon Copy were powerless to stop him before crashing head-long into a table Spy had quickly repurposed as a shield. The two dizzy shape shifters shook themselves to try and stop their spinning, segmented eyes, which they managed to do before getting whacked back across Rarity's partially destroyed workroom by Spy's makeshift bludgeon formally known as "improvised shield". Mockery roared and fired a searing green bolt from his crooked horn that set the table ablaze, this proved to make things even worse for Team Changeling as Spy hurled the fiery discus at the surprised insectoid. Mockery pumped his wings and nearly avoided the missile that ended up flattening both his cohorts, Mockery flipped over, using his momentum to plant both of hooves in Spy's arm as he raised them to block. An action he soon regretted, although the ability to properly pick up and use various objects, the lack of an exoskeleton made clashing with one a rather painful experience. Spy crashed hard against a dresser that spilled its contents of assorted fabrics and ribbons.

Well, the French saboteur had had about enough at this point and decided to even the odds. With a motion he had mastered after years of repetition, Spy twirled his beautiful butterfly knife betwixt his fingers and pointed the sharpened blade right between Mockery's eyes. "May I make a suggestion? RUN."

+++++

"…so the long and short of the matter is that Sweetie and her little friends know about Spy too. I wonder why they don't remember that other human either. Oh, what was his name, Fryro?"

"His name was Pyro, Rarity, and the Princess said she only let us six, Lyra, Bon Bon, and a few others in Canterlot retain any knowledge of what happened that Nightmare Night." Twilight said as the teapot wrapped in her magic floated around the room and refilled the cups of her gathered friends.

"That seems like a weird thing to do, even for the Princesses. Hmhm! I think Darrtaa just didn't know how to en-"

=====OH NO, NOT THIS AGAIN=====

"Aw, but I like our little conversations. They're like fun mini-surprise parties!"

GAH! See, I just- *sigh* look, I did what I did because I didn't think I'd be writing this story.

=====WOW YOU'RE STILL READING THIS?=====

"It's getting late, girls. We should head over there and get the little ones to bed *yawn*", Fluttershy's cheeks turned pink as she shielded most of her face behind her mane. "If, um, that's alright with you…" The others nodded and finished what was left of the tea as Spike walked around and tidied up. Rainbow Dash, who had been tuning in and out of the conversation as she plowed through the latest installment of Daring Do, closed her book and swooped down to join her friends.

"You sure that leaving them alone with Spy was a good idea?" the rainbow-maned pegasus asked as the grouped headed back towards the Boutique.

"Oh of course, darling. Spy is far less brutish than he appears. I don't think he'd lay a…what are those called? Hands? Wouldn't lay a hand on them. My, that sounds strange, 'hoof' really helps the sentence along, don't you think?"

+++++

"Oh yeah, 'Captain'? Why don't YOU get smacked around the room a few times and-"

"Uh, guys? Where'd he go?" The other two Changelings stopped their bickering at once as they came to the sudden realization Carbon Copy had come to: Spy was nowhere to be found. They all looked hastily around, trying to find their prize among the remains of what was once a beautiful (if not somewhat messy) workshop. Bits of fabric that had once adorned various desks and mannequins now hung from the ceiling and other bizarre places for fabric to be, the mannequins themselves along with a few desks lay scattered about in pieces from the scuffle, the contents of their drawers spilled along the ground like entrails of a slain sewing beast.

The three little black Changelings were so focused on starring at nothing in particular that the sound of an Inviswatch deactivating only few feet behind them went completely unheard. "Right behind you." Spy wasn't about to take any chances with these creeps, in one fluid motion, he managed to pin Ditto to the floor with his knee, maintain a firm grasp around Mockery's neck with his right hand, and keep Carbon Copy in place with the aid of the wall and his left elbow. "Who sent you, where's Tavish and The Bombnomicon!?"

"Alright! Alright! We'll talk!" Mockery's hexagonal eyes swiveled over to the other side of the room, "…right after YOU go to jail!"

"What are you…?" Spy turned his balaclava-encased head just enough so that he could still his three captives but so that he could also see whatever it was the Changeling was smiling about out of the corner of his eye. He expected to see a swarm of similar black, insect-like creatures coming to the aid of their brethren. Not Rarity and the rest of her friends. "Ah, Rarity, excellent. I was just about to-"

"'Sweetie'…oh, merde…" Spy realized what the Changeling had meant by its earlier comment; Rarity and the others had in fact not walked in on Spy heroically defending the Carousel Boutique from a gang of wicked Changelings, but had instead arrived to see him mercilessly attacking three injured fillies. "Zis isn't what it appea- *WHACK*" Spy felt the wind leave his lungs as he crashed hard against the wall behind him from one of Rarity's signature karate kicks, which wasn't an easy feat considering the move was designed for members of an entirely different species.

Rarity, Applejack, and Rainbow Dash were at the side of the "CMC" in an instant, trying to comfort the fillies and also trying to put some distance between them and the dangerous human. "Sweetie Belle! What happened? He didn't hurt you, did he?"

"Oh Rarity! It was awful!" faux Sweetie Belle said over-dramatically. "H-He said that h-h-he was gonna ruin your Boutique and blame US! W-We tried to come tell you, but he said he'd turn us into glue if we did!"

"Oh, PLEASE!" Spy said, starting to really get angry. He opened his mouth to defend himself but was silenced by the daggers the older siblings (and Rainbow Dash) were starring at him.

"Rarity!" Twilight interjected, "I know this seems strange but we need to keep Spy around until the Princesses-"

"Horse apples, Twilight! Y'all would be singin' a different tune if that crazy person had attacked Spike!" Applejack shouted, rounding on her friend. "Ah don't care if the Princesses said to cook him a five-star meal and give him our farm, Ah ain't lettin' him near Sweet Apple Acres neither!"

"Applejack!" Twilight couldn't believe what she was hearing, her friends were starting to turn on her, and she hadn't done anything! Fluttershy and Pinkie Pie were just as confused; one the one hoof, they wanted to help Twilight (who had somewhat doomed herself by diving into the fray), but they could also see where the others were coming from. They instead opted to remain in the doorway and out of the lines of fire, something Fluttershy had mastered over the years while Pinkie was straining herself from doing something…well, Pinkie Pie-ish.

Spy looked on as Rainbow Dash began her argument, he knew EXACTLY what those little buggers were up; they were sowing the seeds of doubt among the mares at an impressive rate. Sweetie Belle looked away from the infighting she and her companions had created and gave Spy a smug smile before mouthing "I win, you lose."

Spy had reached his breaking point. He was the most elite espionage expert known around the world for his remarkable abilities, the same abilities that had gotten him noticed by the largest company in world, TF Industries, and was promptly asked for by name to be a paid operative…and he was NOT about to be beaten by some love-sucking insect!

He reached into his coat and withdrew his Ambassador revolver from its holster, the carved silver hand-cannon proudly displaying a rather racy depiction of Scout's mother along the barrel. He could have taken a pot-shot and most likely have hit his mark, but a true professional never leaves anything to chance, and if he truly wanted to prove that those weren't really fillies, he was going to need a fatal headshot (much like what a BLU Soldier had tried and failed to do to reveal Spy when he was the infiltrator).

As he lined up his shot, the light glistened off the sleek silver barrel and caught Rarity's ever attentive eye. Without hesitating, she whipped around and launched a magical missile from her horn that caught Spy square in the chest, sending him crashing violently through the second story window and into the bushes below. "Hmph! I was waiting for that ruffian to give me an excuse to do that. Come along, Sweetie Belle. Let's get you cleaned up and off to bed."

"That sounds just fine. C'mon, Apple Bloom, let's get some shut-eye and work all this muck out in the mornin'…" Applejack said, eyeing Twilight as she shuttled her little sister from the destroyed room.

"Thanks but no thanks Rainbow Dash, I'm actually gonna head home, maybe some other time?"

"O-Oh, okay. See ya later, Scoots…" Rainbow was shocked, she was sure Scootaloo would have been thrilled to come hang out with her. Was she not cool enough!? Dash looked around the room and hastily sputtered something that sounded like a cross between "gotta go" and "later everypony" before dashing out of the busted window back towards her cloud home to make sure her radicalness and awesomeness hadn't suffered as well!

Twilight, still trying to figure out what had gotten into Rainbow, was rudely shoved aside by Rarity who was hurrying Sweetie to her room. "If I were you, Twilight, I'd take a good look at where my loyalties lay; the Princesses, or us." The lavender unicorn just sat there in the empty room as millions upon millions of thoughts raced through her head. She shook the majority of them from her mind and instead focused on what to do with- SPY!

"Oh my gosh, SPY! Spy, are you alright?" Twilight rushed over to what remained of the window Rarity had sent him through so unladylike and peered into the darkness. She saw where he had landed, the bushes showing obvious signs that something had been in them recently…but no other trace of Spy could be found. "Oh no. Now what am I going to do?"

+++++

"…AND THAT'S HOW I HELPED PYRO GET OUT OF JAIL." The Bombinomicon said as the trio continued their long trek through the early morning, the sky turning slightly brighter as they entered a cave that appeared to be their destination, at least Lyra hoped so, they had been walking for HOURS. In order to maintain high spirits (at least for Lyra's sake), The Bombinomicon had been regaling her with countless stories of misadventures he had had while being attached to Pyro and various other classes.

"Wow, so all you had to do was throw a ripe plum at that dolphin to stop the killer?" Lyra said in awe of the courageous things Pyro apparently did when he wasn't busy being a fiery sociopath.

"YEP. THAT'S ALSO WHEN WE TAUGHT THOSE BLIND ORPHANS HOW TO TREAT SECOND DEGREE BURNS WITH A TWO-BY-FOUR AND A CAN OF TUNA. ALRIGHT THIS IS THE SPOT WHERE WE'RE SUPPOSED TO MEET FRO-YO."

"HIM TOO. PLACE THE RING ON THE PEDESTAL AND STEP BACK, DON'T WANT THE HAPPY REUNION RUINED BY THIRD DEGREE BURNS 'CAUSE GOD ONLY KNOWS WHERE WE'RE GOING TO FIND A CRICKET BAT AND SOME MARMALADE AT THIS HOUR."

Lyra started to back towards the entrance, "I thought you said we were going to meet him here…" Actually, Lyra wasn't sure what to expect at this point. The story of what was going to happen once they arrived had fluctuated since they left Ponyville.

"Ack, ya got it all wrong, lass. We were sent ta' git you so we could all go home together! Lad's still back were we came from, said somethin' aboot a present for ya'." Tavish gave the nervous unicorn a wink and a slight nudge back towards the raised shelf that looked as if though it had once been a stalagmite that had been cut down for whatever reason. Lyra levitated the ring off of her horn and lowered it before her wide yellow eyes, the faint light from the torch Demoman had brought with them danced about in both the diamond and the gold band beneath it. Reluctantly, she placed her treasure down and took a few steps back as she waited for the infernal text to perform the spell that would reunite her and her friend. The Bombinomicon levitated off of Tavish's flak jacket and above Lyra's Something Special. Its beady red eyes glowed as it geared up for the complicated incantation need to bring forth Pyro…which sounded a lot like laughter to Lyra.

Lyra looked up as a flash of green light erupted from a previously unseen cocoon that shed its sickening glow on things the poor mare wished she hadn't seen.

"Excellent work, book. I was almost certain that you'd run off and tried to take your chances out in the wilderness, not that Demoman would have let you." Demoman, now fully concentrating on his bottle of scrumpy that he had rummaged from his backpack off in the corner, gave the Queen a nod and a digit skyward that Lyra had noted from her time with Pyro indicated "good job" or "okay". "Bombinomicon! Summon the beast you promised me!"

"ONE FLOATING ABOMINATION COMING UP; BRAZBO BARRABUS!" Lyra could only watch in horror as a massive ring of purple flames opened up on the ground before her as the evil textbook chanted and rose higher off the ground. As the flames turned to jets that spewed flames high into Hive's expansive ceiling, Lyra felt a hard thwack against the base of her skull that sent her to the cold floor. Little did she know that she was actually spared from the maddening sight that had been brought forth unto her unsuspecting world.

"It…it's MAGNIFICENT! The size, that evil looking- EVERYTHING! Hahahahaha!" Chrysalis was beside herself with evil glee, using every bit of willpower to stop herself from bouncing around the room like a school filly with a crush. The Bombinomicon floated back down to its perch on Tavish's jacket, exhausted from the immense amount of magic it required to summon such a monster. No wonder Merasmus looked as decrepit as he did if he summoned that hulk multiple times every Halloween (that and being older than sin must not help either).

"Now my subjects, we march on Canterlot! With this mythical monster on our side, we shall. Not. Fail!" The roar of the Changelings was deafening as the thousands of drones flew out of the various tunnels and out into the otherwise peaceful morning sky, the gargantuan terror hovering not far behind as it carried its new Queen along with her knight and their mint-green captive. "TO WAR!"

+++++

I've failed you. I had one job and I let you down. My friends are all angry at me, they don't trust each other, and…Spy escaped. I'm sorry! I'm so, so sorry! We found him trying to attack Rarity and Applejack's little sisters after Rarity left them alone to come get us. I tried to talk them down but they wouldn't listen, one thing lead to another, and Rarity blasted him out of her second story window after he pulled a weapon on Sweetie Belle.

I know this sounds bad and I know that you and Princess Luna are still trying to get Canterlot back in order, but I desperately need your help! I don't know what to do! I know this sounds strange, but, I think Spy is innocent. I can't say that there's ever been a GOOD reason to pull a weapon on a filly, but so far he hasn't given us any reason to doubt him, and he selflessly saved Lyra and a lot of other ponies at the Gala when he could have just as easily slipped away and we would have been at the mercy of that other human. Please, any help you'd be willing to offer would be greatly appreciated.

Twilight sighed as she finished her letter and tied it off with a red ribbon before handing it over to Spike, who hadn't left her side since she came home earlier that evening almost in tears. The tired baby dragon took the parchment over to the window as the sun began to lazily break over the mountain peaks, with a deep inhale, Spike's breath enveloped the urgent letter with its unique magic as it caught the breeze and disappeared into the distance. Spike yawned loudly as he shuffled over to his bed.

"I'll be fine, Spike. Thank you for staying up with me." She kissed his forehead before she too succumbed to the siren call of her own warm bed and trotted upstairs to rest her busy brain. Hopefully tomorrow would bring some answers to Twilight's growing list of questions.

Twilight's Demoman Devastation

by Darrtaa

Chapter 9: You Appear To Have Trodden On A Mine!