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.

"I should have known. All that time spent planning, all of the covert ops, the sneaking off to God-knows-where, and you had the stones to try and hide that from me?!"

Spy writhed beneath the ironclad grasp around his throat, his feet twitching as they rose higher off the ground. "P-Please, I-"

"Because I threw zose disgusting zings out, you idiot!" Spy bellowed as he firmly planted one of his spats right below Soldier's ribcage, his grip loosening from around the assassin's neck.

"You call that breaking my ribs? Your French feet couldn't bre- *CRACK* OH MY GOD MY RIBS!" Soldier toppled as Pyro, who had remained on the sidelines (read: "remained useless") up until now, decided to take his turn at the kick-Soldier-because-Spy-made-it-look-fun game and scored a prize: two cracked ribs!

"Medic!" Sure enough, Germany came to America's rescue in its short and rather one-sided war against France and…Pyro…in the form of RED Team's unlicensed surgeon; the Medic. The eccentric doktor strode merrily over to where Soldier was clutching his side, beads of painful sweat pouring down his face with each breath.

"Oh, don't be such a baby, zese vill be easy to fix." Medic stood from examining his reluctant patient and spun toward his load out locker. The Medic was almost as much a mystery as Pyro; the only thing any of them knew for sure was that he was from Stuttgart, Germany and that there was someone crazy enough to give him a medical license for him to lose in the first place. While certainly one of one of the the more level-headed members of the team, the mere prospect of an operation or medical experimentation made him giggle like a schoolgirl with crack-laced bows in her stringy hair, and that made everyone (Pyro included) have second thoughts about not spending fifteen minutes to chat with a talking lizard. Then again, what did an Australium-infused iguana know about insurance anyway, especially for the death-prone mercs?

As the healing beam from Medic's Medigun snaked around Soldier, who quickly sprang to his feet…only to waver to a bench and collapse, Medic turned his attention back at the other two still-standing teammates. "Vhat vas Soldier screaming about anyway? Besides Pyro giving him rather impressive compound fractures, I mean."

Spy and Pyro looked at each other. "You know Soldier; always screaming about some-"

"I was looking for MY rations. Instead I find these two section-eights talking about magical unicorns," Soldier groaned.

"-zing." Spy's sentence dried up in his throat faster than the ash that fell from his cigarette with an increasingly long and puzzled glare from Medic.

"I know ze Balloonicorn und Magical Mercenary are…interesting to be sure, zey are still nothzing to get ZAT excited about," Medic stated as if there was no other possible way that could have been interpreted.

"Pyro, did you suffer any sort of serious blow to ze head since ze the last time I checked on you ten minutes ago?"

"I see. Vould you two excuse me?" Medic flicked off the Medigun and stashed it away in his section of the lockers, smiling as he strode quickly out the door, once again leaving the confused Spy and Pyro alone with Soldier…who had vanished in the short time they had looked away. Pyro was about to ask Spy what they should do only to find that Spy had done the same.

-x-x-X-x-x-

The Crystal Empire was a lot to take in for somepony who wasn't from the area. Towering buildings of pure, glistening crystal stood watch as they cast their cascade of colors over the crystal-paved streets. The residents too were something to be admired as well for their bodies shown with radiant crystal that rivaled their structures. In the center stood the Crystal Palace, a sky-piercing spire that was home to Princess Cadance and Shining Armor. The Palace was also important as the Crystal Heart, the source of the Empire's power, sat spinning in place at its wide base.

This was something most ponies took the longest time getting use to: the local ponies were see-through, to a point, but no signs of internal organs or skeletal structure could be seen and gave them a sort of "animated doll" quality that some found off-putting.

Lyra didn't care in the slightest as she glanced around, trying to keep pace with Rarity as she trotted rather quickly through the market square.

"I know the trip over was certainly, um, interesting but I know you'll see that it was completely worth it once we find-"

"Lulu!" Both Lyra and Fluttershy put on a smile as the mare who had called out to Rarity trotted over to them through the busy streets. Lyra thought one of the colada-scope houses had caught her in the eye when she saw the mare that was now wrapping Rarity up in a big hug. A quick glance at Fluttershy confirmed that she wasn't going crazy. That pony looked just like-

"Rarity, I'm so glad you were able to come all the way out here! How was the trip?" Lulu said, her voice was smooth yet higher pitched than Lyra expected.

"The trip? The trip, was…Oh! Where ARE my manners? These are my two friends I was telling you about: Fluttershy and Lyra Heartstrings. Girls, this my old friend, Lulu Luck."

~ + + + ~

Alright; shoo! Out! I need to finish this thing…and close the door this time! If Fluffle Puff gets in here then it'll be nothing but ten solid pages of Chysalis and tacos…

~ + + + ~

"It's wonderful to meet you," Fluttershy smiled softly, tilting her head down as to hide her mild blush with her long mane.

"You look exactly like Rarity- I mean 'hi'! Smooth, Lyra…" Now Lyra was wishing she had a mane like Fluttershy's; not so she could just hide behind it, but so she could disappear inside it and never be seen again. Sadly, the flustered unicorn was forced to awkwardly rub her fetlocks in full view of everypony while trying her best not to make eye contact.

Lulu and Rarity paused, taking inventory of the other for a moment before starting to snicker, which soon turned into laughter that greatly confused both Lyra and Fluttershy alike.

Lyra was right, though. Lulu resembled Rarity almost to a tee. The only difference between the two mares was the pastels of their fur, manes, and tails. Lulu's fur was a raspberry pink while her mane and tail dazzled with yellow, green, and an even darker pink streak. In concordance with her name, her Cutie Mark was that of two horseshoes interlocking, one green and one yellow.

"I don't know about EXACTLY, but who says friends can't share the same gorgeous style?" Lulu said with a wink.

"How long have you lived here in the Empire?" Fluttershy's voice came as a surprise to Lyra, having rarely heard her start a conversation.

"Almost a year. I moved shortly after they opened up the Empire and as luck would have it they needed somepony to help nurture the local wildlife after what Sombra did."

"You bet! Rarity told me all about how you're the master caretaker in Ponyville for all of the creatures in the Everfree Forest. You must be pretty brave to handle that all by your lonesome."

"Hey, girls? Not to ruin the moment or anything but, uh, how long has that smoke plume been there?" Everypony looked where Lyra was pointing. A black fog spewed forth from just beyond the mountain line and blighted an otherwise perfect sky.

"Oh. THAT," Lulu said dismissively with more than a hint of disgust in her voice.

Fluttershy took a few uneasy steps behind her friends. The last time she had seen smoke coming out of a mountain like that was when that dragon had settled in the neighboring mountains near Ponyville.

"That's certainly the question of the week around here," Lulu said as she beckoned the rest to follow her towards her home. Sure enough, most of the other ponies didn't even look twice at the rising cloud as they went about their lives. "That disgusting smoke has been on the rise more and more for the past week or so. Nopony seems to know exactly what it is or what's causing it."

She huddled the three mares closer to her as she brought her voice down to just above a whisper. "Shining Armor has sent four scouting squads to investigate but they either couldn't find the source or went completely missing. The higher-ups aren't admitting to anything but everypony already knows that there's something out there…"

-x-x-X-x-x-

"I grow weary of you parasites trying to stick your noses into things you couldn't possibly begin to understand."
Enforcer couldn't see anything for a moment, until he realized that all he could see was darkness. It wasn't the same as shutting one's eyes: he could almost sense the void he stared into was swirling around him, blocking him from seeing anything from just beyond his armor-clad hoof. A hoof he couldn't move.

Light began flooding into Enforcer's eyes to where the darkness coiled only around the fringes of his field of vision, but after taking in what he saw, a part of him wished it had left him blinded. He was in a cave of some sort, which wasn't unexpected, the source of the smoke was most likely coming from one of the many caves that vented the mountains, and whoever had captured him would likely have their camp set up inside one of said caverns.

His mind raced as he tried to piece together what had happened to the rest of his unit. Enforcer looked around as best he could, but now something else was obscuring his vision…it almost looked like-

"Enjoying the view, captain?" the deep voice from beyond cackled with a sinister tone that sank Enforcer's heart into the depths of disappear. "I only assume that you're a captain, anyway. The insignia on your uniform was far more grandiose than the other six and I doubt Princess Cadance would sacrifice somepony higher than a captain to search the mountains with the Crystal Faire so close at hoof and the need for heightened security. Not that it'll make much difference how many guards that plow horse has stationed around MY empire! She-"

Enforcer, still in minor shock from seeing King Sombra's new metallic body, felt a small prick in his side before slipping into unconsciousness.

"You know, it's bad enough that I have to listen to you speak on a regular basis without having to suffer through 'Shakespeare in the God-forsaken caves' every time we capture one of these patrols," Gray stated blandly as he finished hooking up the unnatural crystal formation encasing Capt. Enforcer to a cable attached to the carrier tank that was being watched/maintained by three Engie-Bots along the way.

Sombra could almost feel parts of his metal head forming veins. "Decrepit fool! How am I supposed to extract information if you drain them into a coma?! I barely gathered that the faire was upon us. What do you need all of that extra power for, I was under the impression that you feed them your own currency?" Sombra asked himself more than Gray as his mind raced for some remote reason as to WHY that presented itself as the best, tactical option.

"That's on a need-to-know-basis for humans only. And I could ask you the same question about your recent obsession with turning all of these guards into crystal…besides your usual one."

"MAKER! OUR SCOUT-BOTS HAVE REPORTED BACK, THEY CONFIRMED WHAT JUDGE SEGWAY TOLD US ABOUT THE GATHERING IN THE KINGDOM: THE CRYSTAL FAIRE WILL BE IN FULL SWING BY TOMORROW."

Ancient teeth suddenly flashed across Gray's features. "Excellent! Get the tank loaded, we ship out in an hour; and one of you call Olivia! Tell her it's time for Operation: Gear Blitz!" With speed normally reserved for those below the age of "museum fossil", Gray Mann dashed up the the metal ramp, tossing his work smock aside into the waiting arms of his Medic-Bot that keep pace behind him.

"Wait; 'Judge Segway'? When I take command, I'll personally see to it that those infernal machines have their voice boxes forcibly removed." Sombra snorted in disgust with a slight puff of darkness escaping his silver nostrils.

-x-x-X-x-x-

"They're crazy. Boom! Didn't know I was a detective, didja?" Scout grunted as he flexed for his reflection along his aluminum bat.

"In other news, the sun rose this morning," Dell smacked the cocky Bostonian with the backside of his gloved hand. "Besides, we ain't exactly 'fit for jury duty' either, son…but I don't know if I'm buyin' what the doc is sellin'; a magical land ruled by- what was is again?"

"Right. Now, Pyro I can believe. Hell, I have the goggles to prove all of that hangin' in my locker. But Spy? The math doesn't add up."

"Math has nothing to do with it! I say we strangle math, and while we are doing that, we should execute those two traitors in an equally painful way!" Soldier interjected as he choked the air around the imaginary necks of said "traitors."

"I always knew he'd snap first, this kind of work ain't the place for some back-stabbin' snake like 'im!" Mundy spat.

The gathered members of RED Team continued to argue and bicker as to what their next course of action should be as Demoman stumbled in, slumping down next to Sniper and taking an eye-watering shot of his homemade drink.

"Tiny teammates have lost minds. Are talking nonsense," Heavy said, still paying attention to the conversation going on around him while reframing from adding to it.

Heavy stayed silent for moment before answering. "Pyro and Spy. They say something about tiny magical horse. Heh, is funny. Demoman?" Heavy looked over his sizable shoulder just in time to see the chair that had once supported a DeGroot ass spinning in place as Tavish was nowhere to be seen. "Heavy thinks there might be another mentally-unstable person in our midst…"

"Oh my God it freakin' talks!" Scout blurted sarcastically before a solid wood chair sent him flying across the length of the room. "Statement…retracted…Medic…"

-x-x-X-x-x-

"YA BLOODY TOLD THEM ABOUT EQUESTRIA?! Are ye HIGH?! I could see our third little conspirator tellin' 'em about tha' magical place, but you of all people? I thought you knew better."

"No, I don't know where Spy got off ta' either." Demoman rubbed his head with his non-whiskey hand as he paced, Pyro watching him from the same spot Medic and Spy had left him in before Tavish had come barging in. "Look, we cain't worry about him now. The lads are gonna think tha' you two have gone off yer rockers- wait, ya' didn't tell 'em tha' I was there too, did ye?"

"Oh, oh thank- ACK!" Demoman whipped around to see the rest of his team standing behind him. Including Pyro, who was quick to realize his mistake but was halted by the surprisingly firm grasp of Dell's glove.

"Whoa there, sparky. You've got just as much if not more explaining ta' do than he does."

"Yeah! Like, are you actually a chick? 'Cause I'm pretty sure you're not or you'd be all over THESE," Scout blurted as vaulted over Soldier and flexed his toned yet scrawny arms. Oh yeah, Scout was on fire! Well, part of Scout was on fire. Namely the parts of him that had Mann Co.'s "Hale's Select Hair Gel," which was about twice as flammable as gasoline. Those spots were very clearly ablaze.

"AAAAH! Fire! Get it off!" Scout screamed as he began slapping his head in a sad attempt to douse the blistering flames. Thankfully, Sniper's quick thinking (and even quicker bladder) extinguished the mini inferno with a fresh jar of Jarate broken over the Bostonian's tiny head. Pyro tried to contain his growing urge to giggle as he flicked his lighter shut with a metallic clink while those closest to Scout backed away from for obvious reasons.

"Now," Dell started, "why don't you, Pyro, AND Spy," Dell reached to his side and mimed tossing something onto a chair that suddenly rocked, "tell us all about this, uh, 'Equestria' place you were talkin' about?"

"How ze hell did you see me?" The familiar sound of an Invis Watch deactivating instinctively turned every head towards the chair to see Spy giving the Engineer a confused look.

"Y'all can thank Sniper for that. Oh, ya still got a little Jarate on your collar," Engie chuckled.

After an emergency trip to Mrs. Wong's dry-cleaning, Pyro began to spin his tale of being spirited away to Equestria after a mishap with the new weapons. He mumbled of Lyra Heartstrings, a mint unicorn he had saved only to be sheltered in her home in return and all of the other ponies he had encountered. He also went into detail, much to the shock of the team, about how he fought toe-to-toe with with the Horseless Headless Horsemann on Nightmare Night and how he wound up back home.

Demoman took a big swing of courage before starting his rather lackluster story; he found himself in a strange cave, and then suddenly standing over Spy's decapitated body in the middle of Canterlot castle. There was also another part about the Bombinomicon and Monoculus but by that time Tavish had already passed out from taking a little too much "courage."

Spy reluctantly filled in the gaps. Demoman being brainwashed by an insect-like creature named Queen Chrysalis, the ponies' entire kingdom being overrun with her little buggers called Changelings, Pyro's copy of the Bombinomicon summoning and then fusing with Monoculus, and finally the fight that ensued before the three were warped back home.

There was an uncomfortable silence that hung over the room as Spy and Pyro finished telling their varied tales from the unbelievable land of talking, magical, and sometimes flying pastel ponies. Spy looked about the room at the other six mercenaries, trying to gauge whether or not they were still planning on letting Medic lobotomize them. The fading light made reading the more subtle facial tells harder as they looked at one another and muttered while shooting looks at the trio of outcasts. Spy, however, was more concerned with the fact that it had taken them into dusk to finish talking about ponies from when they had started sometime after lunch.

The three story tellers looked about anxiously, each one unconsciously bearing their nervous ticks as the moments waddled by. After what felt like an age had come and gone, it was Medic who surprisingly broke the silence.

"I should know! Turns out zey CAN talk if you rearrange zeir vocal cords ze right way! Not very good at carrying on ze conversation, zough; nozing but hay, oats, begging me to end zeir painful existence, etc…"

This abruptly ended any questions that had been previously raised for fear of the answers. "Mein downtime aside," Medic pushed his thin spectacles further up his nose as he glanced around, his gaze avoided by everyone his eyes fell upon, "iz zat not ze place ze Horsemann said our old friend Gray Mann vas hiding?"

Medic was right, the HHH had mentioned that Grey was indeed hiding out in Equestria during their last encounter, and while accepting anything he said at face value was a fatal mistake the spastic and abnormal robot activity was evidence enough to support his claim.

-x-x-X-x-x-

"Dammit, Soldier, just do what he says!" Engie pleaded with more than a hint of annoyance in his voice.

"NO! Do you maggots have any idea how hard it is to maintain something that is not standard issue out in this sandy ashtray?!" The completely assembled RED team stood in the courtyard behind their 2Fort base, wondering how someone could be so dim on such a bright desert day.

"You point me at a modern soldier who uses a scattergun with soda taped to it and I'll eat my shoes."

"Ah have patents for all a' my guns, and the ones Ah don't are from my granddad."

"Snipin's an expensive job, mate. And a professional using store-bought equipment is just rubbish."

"Oh yeah! I just skip on down ta' the bloody bomb tree an' pick a few high-yield grenades with me wee basket…"

Soldier's helmet began to steam as the WWII-era gears in his head spun with raw, American horsepower. "CERAMICS! I am not about to waste a perfectly good launcher that may be my only ticket to being in the Space Marines!" Soldier barked as he clutched his Cow Mangler 5000 to his chest.

The Cow Mangler 5000, like all of Dr. Grordbort's crazy inventions, clashed hard against the dusty and broken down state of decay by being a sleek, metallic, particle launcher. It's body looked like that of a cylindrical rocket prototype (fins included) with five tesla coils at the head that allowed the user to charge and fire a massive amount of combustible energy. After Pyro, Soldier had been fortunate enough to find the most energy weapons while the Engineer had only found one (although it was often argued that he had found the best one by far) but was none the less just as unlikely to share as if though he had gotten a third of a donut instead.

Spy suddenly burst through the crowd, he was out of breath and was clutching a piece of paper in his hand. "Soldier! Zis just came in from ze Pentagon for you!"

"P-P-Pentagon?! Give me that!" Soldier almost took the Frenchman's glove with the paper as his beady eyes scanned over every inch of the note. After a solid minute of violent reading and sweating, Soldier turned and saluted before carelessly tossing the man-sized Cow Mangler at an unsuspecting Dell who was caught completely off-guard and almost crushed. "Hurry up and do what you need to with that thing! Double time, grease monkey!" Soldier barked as if he were never more sure of anything in his life.

"Oi, was that really from the Pentagon?" Sniper whispered as he leaned back near Spy, who now showed no traces of being out of breath.

"Mundy, please. I scribbled 'let the Texan have your launcher or we're demoting you to elevator crash test dummy' on ze back of one of our takeout menus," Spy snorted, his reciting of the note done in a flawless American accent.

"Heavens no. I used zat one we keep getting from ze place next to ze toenail museum." Spy shuttered at the mere thought of either of those places being anywhere near his mouth.

"C'mon, Engie, get to it!" Soldier ordered as he stared at his launcher like he was waiting for Dell to do something awful and unrepairable to it.

"Ah don't know what we're doin' with this darn thing! This was all their idea anyway!" The Engineer pointed over to Demoman, Pyro, and Spy who now were fully aware that they were once again being singled out.

"Yes, because we're going to recreate ze circumstances zat sent me zere in ze first place." Spy dug into one of his pockets and produced a tightly wrapped bundle that cast a pulsating heat even Pyro could feel.

"It's twenty four ounces of ze rarest and most unstable element on earth: Australium!" The tiny napkin unfolded as beams of golden light streamed through before a blinding flash erupted from within only to reveal the small chunk of radiant stone resting on the empty oil drum. The mercs were in awe; only briefly had they ever seen the nearly unobtainable element, and whenever they did, it was (poorly) contained within a case that was being exposed to just about any and every type of ordinance as the two teams rushed to strap it to a rocket being piloted by a monkey.

Australium looked nearly identical to gold except that it had a faint green tint to its sheen and it acted as its own source of light. Needless to say, Australium is extremely radioactive and that amount was more than enough cause for the rest of the mercs to take cover behind whatever they could.

"Dammit, Spy! How the hell you'd even GET that much Australium anyway?!" echoed Engie's voice around the courtyard from wherever he has hiding.

"I've been taking small samples from ze carrier case whenever we partake in zose 'Doomsday' missions." Spy smiled, he was actually really proud of himself for that feat especially since Australium was nearly impossible to get away from the Australians in the first place, so smuggling even a fraction of the finite amount that had made its way off the island country was no small undertaking.

"When I was first sent to Equestria," Spy shouted into the air, addressing his comrades who were still cowering from the exposed radiation, "zere were three zings zat I was exposed to: an overcharge from ze Cow Mangler, ze radiation from ze Australium, and finally, zis…" The saboteur flipped his wrist around and produced a beautiful knife with a carved handle. "Your Eternal Reward. Its unstable and rapid ability to make me shape-shift no doubt had a part in my sudden relocation…and since I doubt you want to trust ze Bombinomicon, zis is ze only way we're going to be able to chase after Gray Mann and ze Horsemann."

Pyro sprang out from underneath the stairs and stood at attention, an act so sudden that Spy accidentally allowed his face to show his surprise. Spy quickly regained his composure and nodded. Demoman soon followed and took his place next to Pyro, who was nothing less than ecstatic that the old gang was back together again.

"Alright, let us move." Spy picked up his mysterious dagger in one hand while raising the open bundle of glowing mass in the other, and with one swift motion, plunged the Eternal Reward into the metal carcass of the Cow Mangler. All was silent for a moment (long enough to make Spy start to feel REALLY stupid) before a surge of energy rocketed out from the Mangler and engulfed the brave mercenaries in a swirling vortex before vanishing as quickly as it had materialized.

-x-x-X-x-x-

What they saw upon emerging was far more shocking: Equestria had fallen. The once picturesque view of the Crystal Empire ha been replaced with red skies darkened with a thick blanket of smog and ash that churned from within the massive carrier tank that loomed behind the Crystal Palace like an alien tumor. All around the perimeter robots could be seen patrolling en masse as more tanks were being deployed out to destroy whatever was left on this once magical world.

King Sombra's Robotic Retaliation [CANCELLED]

by Darrtaa

Chapter 5: Pony Up, Boys!