• ...

Final Assault

Everyone turned to the two entering the room. “Oh thank goodness, she’s alright” All of them were in a large circle, surrounding a body on a cot.

“Engi!” The man had a dilapidated medigun trained on him. “What happened!?”

“The… RED Spy,” he said through gritted teeth, obviously in pain. He was covered in bloody bandages, mainly around his chest and arms. “He ambushed me… Twilight, he took the plans”

The sentence hit her like a freight train. She looked around quickly, trying to piece it all together “No...No!”

“Dat’s not the only thing he took…” Scout’s voice was barely audible, but he pointed to the regenerator. A large section was covered in knife marks, and was sparking wildly. "Ain't no respawnin anymore"

"How'd he get in!?"

"Don't know. Doesn't matter. It's all over," Scout said more to his hands than anyone in particular, head clasped tightly. "We're done"

Twilight looked around at the melancholy faces. They had all given up hope. Just like Scout. Even Pinkie's enthusiasm had drained, her hair losing some of it's signature curl. She caught sight of a grey pegasus in the corner, her back turned to everyone.

Rarity levitated a small note. "The poor dear. She was holding this when she came in with Engi on her back, but she hasn't made a peep since she got here,"

Twilight brought the note to eye level and read the small print. It seemed hastily scribbled, and there was a hole in the top that obscured some of the words, but the handwriting still had an elegance about it that transcended the sloppy lettering.

'Mon Petite Poneys, I do hope you receive this note. After all, your friend with the lazy eyes could so easily be lost. It would be a shame to lose something so important to all of you. I did, however, pin it to the Engineer. Hopefully she's got enough brain cells to take him back to you.

You have awakened my rage. I can no longer stand this torture I'm put through day in and day out. I've written this little note not three feet from her. I could have easily done her in. The Engineer is your last mercy. I will end all of this tomorrow. You've got one life now. Let's see how well you use it. The plans are in our Intel, and I am the final guard. Now I get to watch you squirm and futilely fight to do anything even resembling progress.

RED wins. And you have lost. Au Revoire.

PS: Keep the knife'

Twilight was silent for a long time, drawing everything in. Her senses seemed distant, like a bad dream she was overdue to wake up from. She slowly trotted over to Derpy, taking care not to startle her. "Derpy?" The mare didn't turn around. "Are you okay?"

A loud sniff punctuated the silence, along with a quiet sob. She slowly turned, but not far enough to be able to see Engi, even out of the corner of her eye. Twilight looked into the normally bright, gold eyes, now rimmed red and dull. She was shuddering periodically as she slowly shook her head.

"My... fault"

Twilight drew her into a hug, trying her best to calm the sobbing mare. She tried to think of words of comfort, but her mind was drawing blanks. She couldn't even cheer herself up, let alone someone who had so much more to lose.

"You did your best, and no one blames you for what happened," she sputtered out. It didn't seem to help much, as Derpy turned away.

"What... now?" The question rang around the silent room. Everyone lowered their heads in the realization.

"I... I don't know!" Twilight collapsed to the ground, the floodgate of emotion finally breaching. Her eyes welled up and her mind raced. "All we've fought for..."

They all sat quietly, some disappointed, others quietly angry, and still others barely containing their own flood of tears. The quite hung in the air for what seemed like an eternity. It was Trixie that finally broke it.

“So this is how Celestia’s prized student ends? Not with a bang, but a whimper, stuck in some world she doesn’t belong. The Elements of Harmony, the defeaters of Nightmare Moon, of Discord, brought down by a man with a knife and a broken machine. I was wrong, Twilight. I thought you had the heart and soul to do whatever it took to return. But it seems I was mistaken”

"There's nothing that we can do, Trixie!"

“Twilight, do you know what I did after I left Ponyville?” Trixie asked. Twilight shook her head. "I trained. I went day in and day out, and every moment I had free I dedicated to topping the only unicorn who could best me! I thought it would be the match of the century to rematch you, and what do I find? Someone who hasn't progressed at all! You formulated a plan to defeat an Ursa Minor in all of 10 minutes, but now that you have a full night you can't think of anything?"

“What… what are we supposed to do?"

"I'll tell you what we're going to do. We're going to get those plans back tomorrow"

"It‘s hopeless!”

"No it's not!" Trixie shouted. "We've been here long enough! We are good enough to survive one attack! We can survive anything they can throw at us, but you don't want to do it because it might not work! Well I'll tell you this: it might not work, but we surely aren't gonna get home by giving up at the finish line because someone put a rock in the path!"

Twilight looked at the ground, deep in thought.

"I believe in you. I believe in all of us, but we won't get anywhere until you start believing in yourselves!" Trixie shifted her attention to the rest of the room.

"...you didn't refer to yourself as Trixie at all in that..." Twilight wondered aloud

"I'm not putting on a show anymore. What I've said is the truth. Now who's with me?"

No one moved at first.

"Fine. If no one will help, I'll do it alone. At least than I'll know that I died trying to save my friends"

"...Well, it ain't an attack without a little defense to fall back on," Applejack took a place next to Trixie.

"Not to brag, or anything, but I think you guys are a little too slow to get the job done," Dash's anger had channeled into her competitive nature, and sparked her to action. "I think you could use a Scout, don't you?"

A pink hoof clasped Trixie around the shoulders. "Silly, I can't let my Medic buddy do it without some firepower!" Pinkie's minigun spun wildly. "Just let me at 'em, Sasha'll teach them their lesson!" Her face was lit up like it was one of her parties.

"It would seem that the current arrangement is lacking a certain elegance, a certain, if you'll pardon the pun, class" Rarity twirled the knife with her magic. "And I cannot simply stand by and let a ruffian ruin all we've accomplished"

Fluttershy quietly walked over, if only to help her friends. Angel hopped onto her back, shoving the helmet over his eyes and grinning wildly. Trixie looked at the pegasus and unicorn still in the corner.

"Well?" Twilight kept her gaze downward. Her brain screamed to join, but it also told her to keep away. Trixie was right, she knew that, but the idea of putting her friends in danger at all made her hesitate. Until she saw motion out of the corner of her eye. She looked up to see Derpy slowly trot across the room. She turned around, pulling the mask over her muzzle. In her eyes was a steely determination that Twilight had never seen before on anypony, let alone the resident mail pony.

"Trixie..." Twilight stood up, but her eyes locked back on the ground. "I couldn't live with myself if I knew that my friends deaths were ever caused by me. If I made one mistake on the field, if I miscalculated one variable, if anything went wrong at all, I will feel the most responsible because my plans led to it"

"But if I don't plan at all, I'll feel even worse, because I'd die knowing that I could have changed it. So, I guess what I'm saying is..." She lifted her head triumphantly, revealing a smile. "That we've got six hours. Time to get working"

The Scout watched them all move to a map of the buildings on the table. "Ya think they can do it?" He asked under his breath to the Sniper.

"If anyone can... It's them"


"Alright, so no one will leave the spawn until their part. I don't want anyone getting caught unaware. Got it?" They all shook their heads. "Any other questions?" No one said a word, their enthusiasm brimming. "Good. Time for part one. Dash, you ready?"

"You know it!" Dash popped the tab on the Bonk and chugged the can quickly. She felt her eyes open wide as the caffeine surged through her veins. Her nostrils flared and she blasted out of the spawn. In the eight real world seconds the Bonk would work, Dash's brain felt like it was an hour. Her wings pulled her as fast as they could as she weaved through RED's base, noting every person's position. A sentry beeped at her, but she was out of it's sight before it fired a single shot. She blasted back to the Spawn as the intense sugar high faded. "Well?"

"A level three Sentry in the court, at the top of the stairs. A dispenser blocking spiral, so I'm not sure what's downstairs. And it looks like most of their team is going to attack the bridge soon. I saw the Medic hanging with the Soldier, the Heavy, and the Demo. Their Scout and Engi are patrolling. Sniper's in the usual place. I didn't see the Pyro or Spy, so I have to assume they're down in the Intel"

"Excellent. Now for part two. Applejack, set up the defenses. Rarity, Fluttershy, You're up! You too, Dash!"


The RED quartet headed to the front doors.

"So... War ends today?" The Heavy lead the group, the others letting him out front to act as a mobile wall to take their hits for them.

"Yes, mein kamerad. Ze Spy has assured the BLU's end shall come today!" The Medic shouted, an aura of sheer joy in his voice. They all stepped outside.

"AUGH!" They froze as the Sniper fell from his perch to the ground in front of them. A knife mark on his back revealed his fate.

"Where are you, Spy!? I know you are he-AAUUUGGHHH" The Heavy fell to his knees, a Sniper round piercing his head.

"Aye, i' looks like th' Sniper's finally learned the roOO-" He shot forward, propelled by two blasts from the Force-a-Nature. He landed hard on the other side of the bridge, collapsing from the fall damage. Dash rocketed out from between the Soldier and the Medic.

"How's it goin, slow pokes!" She laughed. The soldier fired rockets at her, but she easily dodged them in the air. He started to reload, but a knife interrupted him. The Medic stood alone on the bridge.

"It matters not! We'll respawn! And you won't!" He fired his needlegun at Dash, landing a few weak hits.

"Than we'll just have to be quick..." Dash flew right up into the Medic's face, slamming the barrel of the gun into his chest. "Won't we?" She fired upward, launching him skyward quickly. The Blue dot traced the wall, then up the airborne German's coat to a point right between the eyes. Fluttershy shot and the Doctor plummeted to the ground like a limp doll. The timid Pegasus put a hoof to her ear, activating the microphone.


Twilight heard a small voice over the ear piece: "Bridge clear"

"Perfect. Time for part 3! Everyone, we're going!" Twilight, Pinkie, Angel, Trixie, and Derpy ran out. The group ran onto the bridge from the battlements. Twilight stopped on the ledge while the rest kept going. "Dash! Fluttershy! Rarity! Keep the bridge clear! I don't want any surprises on our way back!" Dash saluted, while Rarity and Fluttershy nodded. "Angel, go up! Everyone else, go down!" Twilight laid down a sticky and blasted through the air. Angel fired a rocket at his feet, launching him straight up. Twilight grabbed the rabbit in mid flight, tossing him onto her back with a flip and landing on the other side.

Trixie ran into the small room beside the court while Derpy ran into the nearby hall. They were about to turn the corner when a Boston accent greeted her. "Oh look! it's dat medic who can't figure out how ta use her weapons! What, ya come to die by my hands?" He chuckled. "Can't say I blame ya. I am pretty awesome"

"The Great and Powerful Trixie is not the simple Medic you once knew!"

"Really? So now ya ain't completely useless. Only 98% useless!" The Scout sneered. Trixie scoffed, eyes closed.

"Ye of little brainpower, you know not who you speak to! For the Great and Powerful Trixie has learned a technique that shall make even the bravest of souls tremble in my presence!"

"What, ya gonna talk me ta death? Look, I'm done messin around!" He ran at them, gun drawn, and pulled the trigger almost right next to Trixie.

Trixie's eyes shot open, glowing brilliantly. "Showtime!" A brilliant blue glow encased her and Pinkie, giving them a look of moving steel. The pellets bounced off of Trixie's chest, and she laughed. Pinkie swung a wide punch and connected with the Scout's face. "Quick, it won't last forever!" The ran into the court and the Sentry greeted them with three quick beeps. A hail of gunfire and missiles launched at the two, bouncing harmlessly off.

"I AM BULLETPROOF!" Pinkie's minigun tore holes in the machine that a frantic Engi tried to fix. The gun exploded brilliantly, and the Engineer tried to run, but Pinkie's bullets took him out quickly. "Twilight! We've got it! Go go go!"

Twilight and Angel ran out from the battlements, charging down the spiral. Derpy meanwhile ran down the straight staircase.


Twilight stepped into the Room, and saw the Spy, standing in the middle of the room. "You've done well. I mean that. Not a single death so far. But that ends here"

"Why are you doing this!? We'd be leaving! You'd never have to see us again!"

"I don't care about not seeing you again. I want revenge. I've been humiliated for two months by a group of colorful ponies. You can't imagine what it's like to be the one who has spent his whole life fighting people and when a new enemy shows up, they are the toughest foes you've ever had! And they're horses!" He shook his head. "Now, say good bye. Because you're never going home!" A flare burst the man into flames. "AAU! What the-!?" He turned to the doorway, and Twilight took her chance. Angel jumped up. She did a roll, and the bunny landed on her hooves. She kicked as hard as she could, sending him flying. The Spy turned his head back just in time to see the white puffball smack him with a shovel. The RED spy fell to the ground, the plans unrolling away from him. Twilight grabbed the plans and quickly put them in her saddlebag. "Now for the final part! BOOK IT!"

They took off, running at full speed up the spiral. But Twilight's heart sunk as she saw the RED Pyro at the top. 'NO!' her brain screamed. 'We were so close!' The Pyro started toward them, but stopped. It looked around, as if to see if anyone else was around. When no one else was, the unthinkable happened: The Pyro stepped out of the way. Twilight gasped, but wasn't going to argue. She ran past and down the grate, out the door. When Derpy passed by, the Pyro extended a hand to the mare. Derpy tearfully accepted the handshake, knowing she could never repay the person for what had just happened.


The RED Medic and Heavy crawled out of the sewers into the BLU base. "Dummkopfs! I bet they didn't even know about the sewers!"

"So what now, Doktor?"

"When they come through the door you mow them down!"

The two ran toward the front doors, but stopped suddenly. An orange earth pony stared at them with a smirk on her face. "Well, howdy!" Her sentry caught wind of the intruders and fired on them, reducing them to shreds. "Aw, leaving so soon? Don't come again!"


Twilight ran onto the bridge with the others in tow. "We've got it! Come on!" Dash zoomed into the spawn while Rarity followed them. Fluttershy was zoomed on the bridge, watching for any final threats. The group ran in the door, and she galloped in. The group ran past Applejack, who brought up the rear. They all filtered into the spawn, with the waiting classes looking at them eagerly as the door shut behind them.

"Well?" The Scout asked, wringing his hands

Twilight pulled the plans out of the bag, and they all cheered when she unrolled them on the table. She turned to everyone. "Victory!" The cheering was deafening.

"Not to spoil ze mood, fraulein, but we may already be too late," The Medic directed their attention to a curtain that hid Engi. "The Medigun isn't fixing him quickly enough, and I zink it's about to break,"

"W-what about Trixie's Medigun?"

"It's only set to work on you ponies, not humans. I'm afraid there's nothing we can do"

Twilight's head sank, but Trixie spoke up. "Actually, I believe there's one thing I can do, but I would like some privacy with the Engi. I need to make sure he's okay with it" The doctor pulled the curtain back and Trixie stepped inside.


Twilight lost track of how long Trixie was behind the curtain. She was just about to look in on her to find out, when a brilliant light bathed the room. The sound of a medigun healing followed the light's dispersal. Trixie popped her head out of the curtain. "Fillies and Gentlemen. I have solved the problem" She pulled back the curtain, and they all gasped. Standing behind it was an orange earth pony. His short yellow hair was messy and unrefined. He looked up at the team with blue eyes. A familiar voice escaped his throat.

"So how do I look?"

Everyone's jaws were agape. "Y-you-you're a pony!"

"Courtesy of yours truly!" Trixie bowed. "Now hold your applause, please"

"How did you.. I mean... What!?" Twilight couldn't even begin to search for the words she wanted to say.

"It was the only way, I'm afraid. Since no one but him knew how to fix or modify the machines, and since the only working medigun only works on ponies..." She trailed off to let them put two and two together.

The demo poked the Engi's ear, trying to prove to himself that he wasn't hallucinating. "Ow. Yes, Demo. I'm real"

"So... is it permanent?"

"Alas, yes. There is no way for the spell to end. For all intents and purposes, Engi is now a pony forever

"And you agreed to this?"

"It's better than dying. Ah wasn't gonna survive too much longer, I'll be honest"

He looked over the plans. "Well," He pulled the goggles over his eyes and put his hard hat on. "I guess I better get started. We'll get y'all home soon, Ah guarantee it!"

He gripped the wrench in his teeth and set about, procuring the materials. The others would help, grabbing the metal that he needed. Twilight pulled Trixie aside. "How did you learn that spell?"

"Remember, Twilight, I trained for months since our first encounter. I've learned more than a few tricks since then"

"Could you... teach me?"

Trixie grinned, a strange mix between a competitive smirk and a genuinely friendly smile. "I think I can do that"


"And there's that... and here... and... got it!" Engi looked over the teleporter. It had taken him most of the day to get it done, but It was coming along. Instead of the smaller teleporter he'd always built, this was much bigger, functioning more as a portal. The apparatus was large enough to step through. He had scrapped the regenerator to attain the metal he needed. "Now for the finishing touches"

"I've got to hand it to you, you certainly have gotten used to the whole 'Being a pony' thing pretty quickly," Dash handed him another piece, while Sniper dug through another box of parts, looking for anything that could be used.

"It just feels natural, I bet it's part of the spell. Although I am forced ta spend more time than I want, on account of getting mah bearings. I'll be done soon, though"

The man's work was interrupted by a sound he hadn't heard in years. The rumbling of a train engine. "No... it can't be..." Engi and Sniper looked at each other, recognizing it. "You go out, I got sound, I'll listen from here"

Dash and Sniper ran outside, to the others in the court. A woman stepped off the engine and headed toward them. Fluttershy backed away. "It's her... isn't it?" Sniper nodded as she approached. "Ms. Pauling. It's been a long time"

"Good evening, Gentlemen. And you as well, ponies"

"What're you doin ere?" Scout eyed her with suspicion. "Cause last time ya came here, ya killed an innocent"

The statement made her business demeanor slip for a brief second, showing hurt on her face. She quickly recovered, however. "That was far in the past, and I would like it to stay there. No, I am here on a matter of business. a congratulatory matter. You see, RED has broken the terms of the war, by sabotaging a key piece of equipment. Therefore, BLU is declared the winner"

"It's over?" The Heavy asked.

"You mean..." The Medic pieced it together.

"We can go home?" Scout jumped up, excited. "I can see my ma again!?"

"I'm afraid..." She pulled out her revolver. "Not"

Fluttershy cowered, seeing the gun from her nightmares come into reality.

"You are in possession of precious knowledge that the companies of RED and BLU would like to keep private. And as they say, 'Dead men tell no tales'"

She took aim at the closest merc, which happened to be Scout. "I'm sorry it has to end like this" She slowly pulled the trigger...

Then swung quickly, firing a bullet into the wall. A shower of sparks burst out and a piece of paneling fell off, revealing a broken camera. She turned again and fired at another spot on the opposite wall. Another camera was revealed. One more shot, and a third camera high above their heads was dismantled. "Ok, we're clear. She can't see us," She signaled to the train, and it pulled away from the base.

"What the hell is going on!? I want answers! Now! Why are you here!?"

"Yesterday the Administrator saw the RED Spy disable the regenerator, which as I said violated the terms of the war. She told me to come out here and terminate you. But I want to help you escape"

"So ya send away the only means of travel we have in a desert!?"

"You mean that train?" As if on cue, a massive explosion destroyed the train, lighting the night sky orange for a moment. "I found the bomb on my way here. She was going to kill you and me, no matter what. We no longer have a use to the companies, so they've planned to dispose of us"

"So what's the plan, then?"

"I... don't know..." The confidence in her voice simply drained. She adjusted her glasses. "I honestly didn't think I'd make it this far. But the point is that we've got one day to think of something, because she's probably already put some goons on a new train, and I don't think they'll be as sympathetic to your plight as me"

"Puh-leaze. You expect me ta trust some dame who was about ta kill us? No dice" Scout turned and walked away. "I'll find my own way outta here. I'll get home. I've got to see Ma"

"I don't think you realize what's going on here!" She yelled at him. Some deep seated anger that she had been harboring for a long time found an outlet. "You're wanted! They will go to any lengths to find you!"

"I don't care! My ma's the only reason I've been doin this"

"Please, stop..." She was starting to flush red.

"You think I enjoy doin the same damn thing every day? No!"

"For your own sake, stop..." Her voice was starting to lose the refined edge it had.

"I do it because I know my ma's getting the money I make!"

"Scout, you mother thinks you died five years ago!"

Never had a silence been so heavy. Not a soul breathed. Even the wind seemed to stop for that one moment. Scout didn't turn. The only sound was a softly uttered "...what?"

She'd broken down. "She sent them out! Death reports, on all of you! Anyone who knew you thinks you died within a year of coming here. You'd all said to give your money to your families. BLU faked your deaths so they didn't have to keep pay for anything bigger than hats or weapons!" They all stood in silence, as they looked to each other.

"So my ma... my brothers... they all think I'm dead? How do you know!?" He had gone from the silence to a boiling rage.

"I'm sorry, I didn't know what was in the packages! They told me years later... It's all my fault..." She collapsed to her knees, the force knocking her glasses off. Scout stood a while longer. He tromped away, presumably to find somewhere to be alone. As he walked away, he threw a mean punch at the wall, busting a hole in it. He continued in silence.

Fluttershy tentatively stepped toward Miss Pauling, picking up her glasses. She lightly nuzzled the weeping woman, until she calmed down enough to raise her head. Fluttershy dropped the glasses into her palms. "You dropped these"

Miss Pauling sniffled, putting her glasses back on. "Thank you..." She looked up at the concerned eyes of everyone in the court. "I guess I'm making a fool of myself... again. I won't blame you for not forgiving me. I can't say I truly forgive myself..."

An uncomfortable amount of time passed, but Sniper sighed. "Ya did what ya had to, Miss. it was part of the job," He said plainly. "As an assassin, I'd have to call myself a pretty big hypocrite for getting mad at someone for doing their job"

Slowly the mercs forgave, or at least put their feelings aside for a later time. Miss Pauling looked slowly around, having a hard time looking anyone in the face. The air in the court was broken by Engi walking out to the top of the stairs.

"Hey y'all! I gotta wrap this up, y'think y'could..." He gestured that he needed his helpers back. Sniper and Dash traipsed back into the spawn room. The Engi walked down to the still bleary-eyed woman in the court. "Listen. What ya said... I believe ya. You don't seem like a bad person... But these things are gonna take a lot more time, y'hear?"

She didn't respond, only looking at the new colt in amazement. "Mr. Conagher?"

"Heh, I haven't been called that in a long time"

"You... you're a pony now?"

"Part of a spell. I didn't have much choice, it was either this or dyin'"

"But... I... What are you going to do? You can't go back into the real world, even if you could get out! You're a talking horse"

"That's why I was gonna follow 'em to their world" He pointed a hoof at the mares. "Speakin of which, I gotta keep workin, especially now that we've got a time limit"

"That's... ingenious! That's how we're getting out of here!" She got to her feet. "Who's the one who cast the spell?"

Trixie, now with a new audience member, put her showmare attitude back on. "That would be moi!"

"How long would it take to do that to everyone here?"

"For one as powerful as myself, no time at all!"

"So you can do it before tomorrow?"

"Of course, as long as my participants are willing," She turned to Twilight. "Especially if I could get a little bit of assistance?" Twilight nodded.

"What are ye goin on about?" The Demo chimed in.

"Don't you see? We have a way out of here! To their world!"

"So we're all gonna be turned into horses?"

"Look, I know it's a stretch, but it's all we've got. So who's first?" No one moved. "Guys, this is the only chance! We're not getting out of here alive as humans! But you have a teleporter out of here if you're ponies!" Still, no one moved, looking uncomfortably towards one another. "Fine then," She turned to Trixie. "I'll go first"

"You do understand that this is permanent, don't you?" She nodded. "Then let us begin. Close your eyes" Trixie's horn began to glow brilliantly. A bright light overcame Miss Pauling. the lights grew brighter and brighter, acting as a beacon in the dark night. Everyone averted their eyes. When they turned back, a violet Pegasus met their eyes, dark purple hair still in her signature buns, glasses perched on her nose. She looked startled, then began looking herself over. "A Pegasus?"

"The spell bases everything on your personality, I have no control over what kind it turns you into"

She took a few flaps of her new wings, slowly rising. "I think I'm getting the hang of this!" She hovered over the heads of the team. "Ok, now have I proven myself trustworthy?"

The Medic stood. "I still don't know how to feel about ze news, but it does no good to have died in vain. Doctor?" He cast a sly grin at Trixie. "If you would?" Trixie's horn began to glow, followed by the bright light. When it faded, standing in his place was a white unicorn, a shock of red for a mane. He perched his glasses back on his nose. "Well?"

"Perfect. Who's next?"

The Heavy moved forward. "Heavy will go" The Russian placed his weapon on the ground and plodded over to the Unicorn. She cast the spell, and the bright light overtook him. He looked over his sky blue hooves, then felt his head, bumping a horn but no hair. "Even as pony, I have no hair"

"If I give you a mustache for a while would that help?"


Twilight put a black mustache on the smiling Ruskie's face.

The Pyro stepped forward next. "One... Two... THREE!" The spell hit and enveloped the pyromaniac. Pegasus wings flared. The coat was yellow with orange hair, like a living fire. Bright red eyes shown where a mask had been, now disappeared. But something seemed different than the two that went before. The muzzle was pointed more, similar to Miss Pauling...

"Yer a girl?" The Demo was the only one to say it, but shock went through almost everyone present.

"Uh... yeah? Duh," She looked around at the shocked eyes. "Wait... Seriously? None of you knew? I've been here all this time and you never knew? The Purse in my cubby? The gardening hat?"

"I always thought you were just a fruit," The Soldier sat, unmoved. The Pyro and Soldier started arguing. Dash listened over the speaker in the spawn.

"Pyro's a girl?"

"Makes sense to me" Engi didn't even look up, while Sniper was upside-down up to his waist in a large box, trying to reach a part at the very bottom.


Deep in the intel, he sat, looking at the only picture he had left. A faded portrait, taken one family holiday, when he was eight. His brothers surrounded his mom, mid fight captured forever. The eldest held two of them by the scruffs of their Christmas sweaters while he was being held apart from another by the length of his mother's arms. In the corner, His other brothers stood scoffing and shaking their heads. Half of them had seemed to inherit their fathers fiery spirit, while the others got his mother's cool head. He could never remember what had set the family off, but he loved the picture as he grew older and wiser. So many mistakes he wished he could set right. As he looked at it he played with the dog tags around his neck.

'I'll always love them' He stood up, slipping the photo into his pocket.


He came up to a scene that he never thought he'd see. A large Blue unicorn, holding apart a white Earth pony with a helmet on his head and a fiery filly shouting profanities at each other. It took him a second to register what was going on. His brain finally clicked, and he decided to stop the chaos with a trick his mom taught him. He put two fingers to his lips and let out a shrill whistle.

Soldier fell over, clutching his ears. "Loud! The Helmet doesn't help at all!" A purple unicorn with an eye patch over one eye laughed at him "'s what ya get, mate!"

A gold stallion turned to him, brandishing a pair of signature sunglasses and a vest around his chest. "Feelin better, mate?"


A bright light caught his eye, and he saw a dark blue Unicorn step away from Trixie. "Merci," he could pick that accent out of a crowd of millions.

"I'm goin with you tomorrow"

Sniper cast a glance at him. "You sure, mate?

"I've been thinkin about it pretty hard. And what happened was five years ago. Five years. By now they've gotten over it. And even if I did get to them, then what? Go back inta hiddin, never get to see them again anyway? Make em experience my death twice? Not a chance. I can't do that to them"

Trixie trotted over to him. "You are the final performance of the night. I suggest you remove anything that you find valuable" He pulled the dog tags off of his neck, then put them in his hat, along with his picture. He set them on the ground. "Ready"


The group gathered into the spawn, all 19 standing in a semi circle. Behind them was a sealed crate, filled with items of sentimental value from all the classes. They looked expectantly at Engi.


He hooked a large wire into the base of the object, now looking like a doorway. After a few quick adjustments of the various knobs and levers on the device, he flipped a large switch. A formidable spark surged through, and the device began to whir as the power surged. Bulbs on the frame lit up, one by one. The final light shone, and they began to arch. Energy built quickly, and with a mighty sound, the portal formed. It was like looking at a postcard. The dense amount of trees signaled that it was to drop them off somewhere in the Everfree forest in the middle of a storm, but it was definitely home. They cheered, Pinkie practically bursting with excitement. "Well, y'all, say yer goodbyes. Cause once we step through this, we ain't comi...anyone else hear that?"

They listened for the new sound, and sure enough, they could hear it in the distance. "...haaaaaaaaAAAAAAAALLLLLLLLEEEEEEEE!!!!"

"Oh no..." Ms Pauling put a hoof to her face. The sound of splintering wood outside the steel door was drowned out by an exclamation of "PROPERTY DAMAGE!" that seemed to shake the walls themselves. They ran outside to see a gargantuan man standing in front of them, with a large bag full of what appeared to be bloody and battered protest signs.

"Mr. Hale, what are you doing here!?"

"Ah, Miss Pauling! You're here!" He didn't turn around, still working his right foot out of the wooden floors. "I came to deliver the new weapons! You did say that protest signs were acceptable, right?"

"Yes, but-"

A crack broke a part of the boards off, Saxton Hale's foot still firmly stuck in them. He turned around expecting them to be at eye level. He looked down and gasped "Blimey! You're ponies! The ponies!" He picked up a panicking Fluttershy. "I can't believe it! I must be dreaming!"

"Please help me," Fluttershy quietly asked in the Australian's arms.

"Wait, you watch it to?" Scout cocked his head to the side.

"Of course!"

Miss Pauling stepped forward. "Mr. Hale, the war is over"

"What do you mean the war's over?"

"I mean that RED cheated, therefore BLU is the winner"

"So I... 'borrowed'... All these hippie protest sticks for nothing!? No, that won't do. Is RED still spawning?"

"Well I suppose so, they haven't shut everything down yet"

"Perfect!" He let Fluttershy down and patted her head. Then he picked up a sign with 'Give Peace a Chance' emblazoned on it. "Fillies, Gentlecolts, I've got a war to continue" He ran away, yelling at the top of his lunges all the way. Engi cleared his throat.

"As I was sayin', Say yer goodbyes, everyone. Cause we ain't coming back"


Zecora strode along the familiar path, heading toward a large group of flowers for her potions. Though it stormed around her, she needed the flowers desperately, A sound startled her into dropping the set of flowers she had just picked. A large doorway seemed to open up in a nearby oak, and a large group started trotting out of it. She shook her head and rubber her eye, not believing it at first. "Are my eyes deceiving me? Or is that Twilight Sparkle I see?" She ran towards the unicorn, nuzzling her friend who had been gone so long.

"We did it! We're home..." Twilight looked wistfully over the landscape, taking in the sight of her colorful world as she remembered it. Even in the rain, she knew this place. Her heart fluttered and it felt as though a tremendous weight had lifted off her shoulders.

"Two months and a half since we saw you last. Where did you go after the blast?"

"It's a long story, and I'll tell it to you at another point, but I think we need to check in with Ponyville first," She looked around.

"Of course, my friend. Over that hill, You’ll find the road to Ponyville," The group thanked Zecora, and stopped on the crest of the hill. A few miles away, she could see it clearly. Her home.


Mayor Mare shuffled a new set of papers onto her desk. Legislation that she didn't really care about. The entire day had been dreary. Life had been dreary since they disappeared, and it was taking it's toll on her. Through all the trouble they caused the fact of the matter was the Ponyville needed the keepers of the elements of harmony. Search parties had been searching the land day and night, but to no avail. She put a pen to the paper, an order to stop the search parties. 'If they were going to be found,' she thought, 'We'd have found them by now'

A loud slam on her door followed by frantic knocking interrupted her. She grumbled as she answered the door to a grinning pegasus. "Yes, Cloudburst?"

"They- the-I mean- down the- Fillies" He was sputtering and pointing toward the town entrance.

"Spit it out, I don't have all day"

"They're here!"

"Wh... You mean?"

The pegasus shook his head so hard she thought he might hurt himself. "Down Mane Street! C'mon!" He flew off in a hurry, the mayor giving pursuit.

The town went into a deafening roar of applause as the Keepers of the Elements of Harmony, along with their new friends, stepped foot onto Ponyville soil.

Rarity spotted a shuffling in the crowd, Ponies making way for the mayor. The tan mare adjusted her glasses. "It's true! you're back!" She turned to the Pegasus that followed her. "Call back the search parties! And alert the families!"

A million questions bombarded the group at once, but Twilight brushed them off. "We'll answer questions at another time. We've been through a lot, you know"

"Rarity!" Sweetie ran through the mayor's legs, running to her sister. The two affectionately nuzzled. "Oh Sweetie, I've missed you so much!"

A dog ran barking up to Applejack, followed by her sister and brother. The Apple family shared a group hug, finally reunited.

Pinkie's faithful yet clueless gator waddled up to her, as if she never left. She smiled at him, and he replied by applying a vice grip with his jaws to her hair. "Aw, I love you too, Gummy!"

Dash stood, waving at those who were welcoming her, but slightly concerned. Of all the people she expected to see, Scootaloo was the top of the list. But the filly was nowhere in sight. She flew high, looking for her biggest fan. She spotted her, far away, on a hill under a tree. "Hey Twi!" Twilight looked up. "I'll be back later! Don't start any parties without me!" Twilight nodded, before hearing a sound so sweet that she couldn't help but feel herself tear up.

"Mommy!" The purple filly ran to her mother, the golden eyed postmare. She leaned down and the filly jumped up, knocking her mother onto her back from the jump.

"Muffin...!" The two locked in an embrace, so tight that Twilight thought the two may never come apart. 'Although,' she thought, 'I think that would be just fine for them' She searched for her own assistant, but the Dragon wasn't making an appearance. She moved toward the library, but the crowd was in her way.

"Excuse me, I need to get through"

"Just one thing, Miss Sparkle" The mayor pointed a hoof at the ten ponies following them. "Who are they?"

Twilight castigated herself for forgetting something so simple. "Ponyville, if you please, I'd like you to meet the Team"


The walk to the library was surprisingly quiet. She figured most of Ponyville had shown up to see their return, which left very few out in the streets. She slowly looked around, the sights and sounds of a world that had started fading from her memory in that unfamiliar world.

"Twilight!" She turned around, and saw Trixie galloping toward her.

"Trixie? What 's up?"

She slowed to a walk as she approached the Violet unicorn.

"I just wanted to..." Trixie's sentence trailed off, mumbling her last few words.


"To say... g...b..." Again, she mumbled. Twilight leaned in.

"One more time?"

Trixie huffed, then straightened her shoulders, Locking eyes with Twilight. "Good bye. I'm leaving town once I find my cart, and I... well... I couldn't have my rival not know about my departure!" She'd regained the ego that The Great and Powerful Trixie was known for. Twilight giggled.

"Will you be coming back, 'Rival'?"

"Count yourself lucky, Twilight Sparkle, for this will not be the final time you see The Great and Powerful Trixie!" Trixie looked around, as if some invisible entity would see her drop the facade. "Besides... if every time I come to town is this exciting, I may just come back more often," Trixie rose up on her back legs. "Farewell, Twilight!" A puff of smoke, and the mare ran off at a full clip. Twilight rolled her eyes, but smiled.

She stepped to the library door, pushing it open quietly. The house was dark, but in the darkness, she could make out her purple assistant snoozing on the sofa in a ball. She quietly walked over to him and nudged him. "Spike... wake up Spike..."

He rolled over, rubbing his eyes. "Stupid dreams. You don't have to keep reminding me, y'know" He rolled back over.

"Spike, this isn't a dream"

"That's what the last one said, so prove it" He held his arm out. "Pinch me"

Twilight prodded the dragon lightly with her horn.

"Ow! Wait..." The dragon's eyes lit up. He jumped at Twilight, hugging her around the neck. "It's you! You're back!" She wrapped a foreleg around him, tears flowing freely. "I'm not dreaming this time"

She was content to staying as close to Spike as possible for the moment. After a few minutes, the two let each other go. "Spike, I need you to take a letter"


'Dear Princess Celestia,

It has been months since my last letter, and I apologize greatly. due to a magical mishap, I was sent to another world. One so different from our own it's shocking. But even in the strangest environments, you can learn the majesty of friendship.
Over the months me and my friends, new and old, learned our lessons. From the grip of obsession and finding ones place to forgiveness and just plain letting go of your inhibitions. While I will follow with more detailed reports, I wished most to say that we have all returned, intact and okay. But we do not return alone. Friendship takes on many forms, and these new ponies are no exception. Originally they were the only ones around to help us return, and we repaid them by saving their lives.

I will write again soon, but to be honest I need rest badly. So I will end with this: A good team and a good friendship are very similar. Neither can function without mutual trust, and cooperation. An just like friendship, teamwork can accomplish tasks even greater than ever seems possible.

Your faithful student,

Twilight Sparkle'

Comments ( 87 )

Cool. Now comes the wrap-up wherein Twi helps Derpy with her image problem....and perhaps with her speech impediment.

The crazy thing is, I can imagine Hale doing just that...
And I thought that the Demoman would be a zebra. After all, Zecora is the Equestrian equivalent of a black woman.
Oh, and can you provide a rundown of who became what kind of pony? Some are obvious, but a few are pretty vague. To me, anyways.

that was an epic story i hope there is a sequel but that is probably unlikely, thanks for the great story

... They left the portal untouched...


Making Demo a zebra is kind of a cool idea, but than I can't give him the unicorn magic, which works well with someone into explosives.

As for the species list:
Scout, Pyro, and Miss Pauling are Pegusi
Soldier, Engi, and Sniper are Earth Ponies
and Demo, Heavy, Medic, and Spy are unicorns

See, I agree that Twilight makes a better Sniper than Demo. However, the only spot that I feel I can justify having Fluttershy in is Sniper. She would never accept Medic for a mentor, what with his being a complete sadistic psychopath, while Sniper comes off as a man just doing his job. Plus, Twilight needs to lighten up a bit, and a Demoman is just the class for the job.

You sir, are in luck.:pinkiehappy: There will be a sequel, I;m putting up a blog post with a bit more information.

I read all 10 chapter in one day, this is one of the best stories I've ever read. I love crossovers, and with the amount of bronies in TF2, this story seemed so much more satisfying. :yay:

As for, pretty much, the first Series I've read when I joined, It was awesome:twilightsmile:

Now I can't stop thinking of Hale standing outside RED Spawn with a protest sign yelled 'HAAAAAALLLLLLEEEEE!!!!' , even if it makes me crack up every time I think it:rainbowlaugh:


I see that in my head now, and I can't help but laugh

<Slow clap>
<Turns to roaring applause>
<Turns to Standing ovation with multiple whistles and screams of delight>
This is by FAR the best crossover fic that I have ever read. Considering that it is one of my favorite games, and what is quickly entering my Top 10 Favorite Cartoons, this is not hard to see. But, my opinion is far from bias do to these happenings. Your technique as a writer is fantastic, in the way you not only paired each pony (and Angel) with their perfect match, and with good reasoning behind it, but also in the way you gave Team Fortress 2 a back story that fit the scenario perfectly. I was truly captivated as each character was not transformed, so much as transitioned into their new roles, receiving lessons and tips on how to better themselves from their mercenary counterparts. Each chapter was a delight as nothing seemed to be too far-fetched that it was unbelievable, considering both components of the story are fiction to begin with, but not too dulled-down to be drab and boring. I commend you, good sir/madam, bravo/brava!
-A Very M.A.D. Man


It's stuff like this that makes it worth it. To know that someone appreciated my writing so much makes me glad that I took the time to finish. Thank you very much, because it means a lot to hear that.:twilightsmile::heart:

p.s. it's Sir, for future reference. :pinkiehappy:

You make a good point, but what about a zony? A zebra/pony hybrid? Then you can give him the horn and stripes. And it would make sense, given the Demoman's family history.


That might be interesting...
Ah, the points a bit moot now anyway. I've done my assignments. Although I may borrow the zony idea for another story, if you don't mind:scootangel:

Hey, go for it. I was just pointing out what seemed to me like a logic derp. What's done is done.
Hell, if I ever write a TF2 crossover, I might use that. Or use the TF2 MLP HUD mod I downloaded as source material. Heavy Macintosh and Pinkie Pyro? And Zecora the Demomare...

Yes. This is beyond the best ending ever. Thank you for being awesome. :rainbowkiss:
That is all.

And that is how "VS Saxton Hale Mode" came to be.
Very touching ending. RED Spy is a dick.

Best story I've read so far in my whole time of being a brony! KEep up the good work!:pinkiehappy:

I can imagine heavy with a moustache. :moustache:

SAXTON HAAAAAAAAAAAAAAALE. he is a brony!!!!! to be honest i am not surprised but... SERIOUSLY!!! that is the best thing evar! scout i always imagined as a brony but saxton hale? epic beyond measures.

You gave a storyless MMOFPS a touching story and made it into something amazing

Bravo good sir.

Since nobody/nopony was going to respawn anyway, why didn't the original BLU team help out at all during the final assault?


The reason all 16 didn't go is that Engineer ended up modding all of the weapons to work with the ponies. This makes all the guns unusable, and having a bunch of guys who can't regenerate running around with melee weapons is a recipe for disaster.

Um mm if twi was demo does that mean she's an alcoholic now:rainbowhuh:

#24 · Jan 3rd, 2012 · · ·

I am a big fan of the game and admitably a fan of the show and this combined them both perfectly. i congratulate you sir on a fine piece of fanfiction.

Never played TF2, though I have played several online vs games. Love the show, write my crap, and loved this story. I eagerly await the next bit! :pinkiehappy:
If you're female, I could kiss you!:rainbowkiss:
If you're a dude, I'd like to shake your hand! *Oopsnoemoteforhandshake*

Scout: Hey looky here! Nice storie ya got!:rainbowdetermined2:
Soilder: You deserve a medal!
Sniper: Bloody hale! Nice storie!:yay:
Medic: Zat was a good storie!:trixieshiftright:
Spy: Ze storie was was well written!:raritystarry:
Pyro: MUFFFLLLLEEEEEE!:derpytongue2:
Heavy: This is better than SANDVICH!:pinkiesmile:
Me: This did not just happen!

so basically this takes place in 2013?


I suppose, although When season 3 comes out it'll have to take place after it... 2015! that's far enough away that I won't care when it comes and I'm wrong.


Well played, sir. Well played

25743 Well duh. THIS IS THE SAME GUY


Too late, the author already replied.

Plus, calm down.

548874 Oh Im not even worked up. THISISWORKEDUPSTRFHSRTFHDYRJDTYJILKFGSNFRAHDTYHJDSJFGDYJ:rainbowwild::rainbowwild::rainbowwild::rainbowwild::rainbowwild:


No, that's just an attempt to be funny on the Internet. :derpytongue2:

NOIMACTUALLYREALLYWORKEDU ok let's stop there :rainbowlaugh: No, worked up for me is
1: Going Half insane
2: Mad
3:Tear waterfall
THATS worked up (Number 1 is NOT a lie, it has happened, but not too bad.)

681652 Actually no, i have a pre-reader myself. I think that it's when ur writing, and u know the story urself so well, u tend to overlook tiny errors. It's defiantly my problem.

"Ponyville, if you please, I'd like you to meet the Team"
I love this story now. I will be re-reading when I need a spiritual lift. :twilightsmile:

i'm back. my favorite part of the story just played out. and now i must sleep, for it is almost 3 am here.
however, before i go i have an obligation to look for the squeal that has been rumer'd (buck spelling) about.
if it exsists, you will see me there.
signing off,
-Pyrus Nightwrite

34710 Dude. I thought it was mentioned only ponies (And probably Angel?) could go through the portal. So unless the clo- oh wait. :facehoof: RED was CLONES. *Insert very long curse here*


There was a few bits of continuity that I had to kind of throw out, since it either didn't fit or would just muck up the story. If I wanted to bring them to Equestria, then they'd have almost no reason to if they could just leave whenever they wanted. Nevertheless, it does pain me to have to disregard parts of TF2's canon.

Have I really never posted a comment here? Wow...oh, it must've been because I read it all on dA. Anyway, this fic was utterly mind-blowing (I'm currently enjoying your second story) and it's what inspired me to write Lyra's Pyro Predicament.
Keep up the awesome!
Also, how did you decide on what to write about for a second story? I'm kinda stuck on ideas for what to do...


Well thank you kindly, and glad I inspired you

When I started Changing Worlds, a big part was the ideas of how the classes would react going from a daily war to a (semi-) normal life. I try to think of situations that would lend themselves to good interactions. I do enjoy what you've done in Lyra's Pyro Predicament. (The Something Special For Someone Special was a very nice touch), but I'm afraid that I may not be the best one to ask for ideas. I tend to go chapter to chapter with stories, and rarely is there a large overarching narrative outside the premise.

801810 That's how LPP went; Pyro's in Equestria and....hmm, this could be harder than I thought.
:twilightblush: And thanks, the ring idea came about once I saw the season finale and I just had to add it.

Wow, that explains how Vs Saxton Hale was created :pinkiegasp:



I just read LPP and what you have so far of TDD today. Then this. And now you say yours were inspired by this?


1068323 Yeah man, AxelandWheel is the boss!

That twist ending...
That right there sums up how I felt when I got to the part where Scout had his flashback.

...I think I need some tissue.


I could hug you for that, I've been saying that ever since everyone decided Pinkie was a pyro

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