Darkness Acsending

by Timeless Toaster

Rating: teen
Tags: Adventure, Crossover, Dark, Human
Length: 9115

Discord has returned to his evil ways. Can Twilight and her friends defeat him once again with the help of some new, and rather odd, companions?

Nightmare Night: A time for frights and treats.
Halloween Night: A time for late night parties and getting the shit scared out of you.
Both of these nights resonate in the worlds of Equestria and the TF2niverse.
However, a darkness is rising, and its' name is Discord. He's returned to his evil ways.
And what better way to show off his news powers and reign in a new era of terror than on Nightmare Night?
In a last ditch effort to save Equestria, an S.O.S was sent to anyone who can help Twilight and her friends save their home.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-06-18 01:52:15 UTC

Prologue One: Fright Night at TeuFort

TeuFort, Halloween Night

The sun had just set on the battlefield, taking with it the sounds of war and cries of Medic!. After a while, the moon began to rise, but it wasn't its usual white and grey. No, the moon was red. Blood Red. And it couldn't come on a better night. It was Halloween and the two rival teams of TeuFort had retired to the basements of their bases to celebrate the night. And they knew exactly how to celebrate it:

With lots of beer, scary movies, and a prank on the Blu Team by the Red Team.

Over at Red base, the nine Mercenaries were getting into their costumes to get the party kicked off before returning to combat the next day. As they dressed, they chatted amongst themselves and told stories of the day's combat experiences.

"I'm tellin' ya' mate, that damn Spook of theirs keeps findin' me no matta' where I hide." Sniper told Heavy as he put on his Camper Van Helsing outfit.

"Heavy agrees with Sniper. Heavy is tired of sneaky Spy always taking his Sandvich." Heavy said as he put on the hat to his Franken-Heavy outfit.

"What we outta' do is lure the creep into a trap-" Sniper snapped his fingers. "And take care of 'Im."

"I sure hope you two are not talking about me." Said Spy as he came up to them in his Invisible Rouge outfit.

"Nah, talkin' about the Blu Spook." Sniper replied.

"I'm tellin' ya' guys. Dat Spy is a pain in my ass." Scout said as he applied the mummy wrappings to his Cure-A-Nature outfit.

"Has everyone else been having issues with zhe enemy Spy also?" Medic asked as he spiked the hair to his Mad Doktor outfit.

"Will you ladies shut up your gossip and get ready to party? That is an order!" Soldier said poking his cardboard Tin Soldier head in.

"Aye, quit yer' whinin'!" Demoman said from behind his Highland Hound mask as he took a swig of Scottish Handshake.

"Pyro, Engie, back me up here!" Soldier said looking to his two teammates. Pyro gave a shrug as he put on the wings to his Infernal Imp outfit as Engineer gave a chuckle from behind his Buzz Killer mask. Spy cleared his throat as Soldier grumbled beneath his breath.

"Ahem. Gentlemen, shall we?" He asked. Calls of approval came from the others as Spy led them all into the basement meeting room of the Red Base. On the large table sat plates upon plates of Halloween themed food and drinks. The booze was off in a cooler in a corner and music was playing over the bases' intercom. The music was some Halloween Hardstyle, and it sounded actually pretty good to Scout.

"Eh yeah. This music ain't half bad." He said walking in. As the mercs gathered their food and drink, Sniper was plotting with Medic and Demoman,

"Alright, how are we gonna do this?" He asked taking a bite of food.

"I zhink Demo should place confetti sticky-bombs at their base exits and Scout will lead them out of the base right into Sniper's range of fire. Once their in, you hit them with your sniper rifle and cover them in paintballs. Got it?" Medic asked. The others all nodded and they disbanded to go enjoy the party. Sniper approached Scout.

"Be ready to move here in a bit." He told the young Bostonian.

"Way ahead of ya' Snippey." Scout said as he stood up and popped his back.

"When we give the signal, you run off. Got it?" Sniper asked.

"Yeah yeah. I know what to do." Scout said a bit too cockily.

"Just makin' sure." Sniper said as he turned and walked off.

About twenty minutes later, Sniper, Medic, Demoman, and Scout were all outside of their base in the Blood Moon's red glow. The surrounding area looked a bit eerie to Scout as he went over the path he had in his head. Demoman was busy prepping his Sticky-Bomb launcher to get ready to fire. Sniper was loading paintballs into his rifle as he turned to the others.

"Alright, shall we go over it one more time?"

"Aye. Scout goes in an' creates a disturb'nce to draw the rotten Blu Team from their little cozy base. Once they're out, I detonate me bombs and they get hit with confetti." Demo summarized.

"At which point I open fire and hit them with paint." Sniper said.

"And aftervards I shall hit zhem with a sedative that makes zhem fall asleep. And when zhey wake, zhey will all zhink it vas a dream!" Medic said with a small evil giggle.

"Easy Doc. No need to get too excited." Scout said.

"I'm sorry, I just can't vait!" the German doctor said in reply. The four men walked across the wooden bridge and stood in front of Blu Base.

"Alright Scout, get movin'!" Sniper said. The Bostonian took off like a bolt of lightning into the Blu Base.

"Fire Demo." Medic said as Sniper ran back to Red Base to take up his sniping position. Demo fired the confetti bombs and they stuck to the frame of the doorway, glowing faintly, signaling that they were ready to be detonated. From within the base came sounds of anger and Scout laughing like his cocky self.

"Here they come fellas!" He called. Scout exited Blu Base with a rather livid Blu team hot on his heels. They too were all dressed up in their Halloween costumes. Demo detonated the Sticky-Bombs and confetti exploded from the eight bombs, at which shots could he heard as Sniper hit each one with a couple paintballs. Cries of surprise and shock could be heard as Medic shot nine needles into the nine Blu mercs and the sedative took action immediately. Like heavy potato sacks, the nine members of Blu team fell into a deep sleep and the four Reds started moving their unconscious bodies back into Blu Base, clean off the paint, and left the base quickly.

Upon entering the basement meeting room, the four men were bursting out with laughter as they wiped tears of joy from their eyes.

"The look on their faces was priceless!" Scout said as he clenched his sides.

"Aye!" Demo said taking a swig of Scottish Handshake.

"I vas surprised at how quickly zhe sedative took action." Medic said.

"Now they'll think it was all a dream!" Sniper said as he sat down and took a swig of beer.

"I'm assuming your little childish prank went well?" Spy asked.

"Couldn't have gone better, laddy!" Demo said.

"Well that's good to hear-" Engineer started, but he was cut off when wind rushed into the room and the sound of nails against a chalkboard could be heard. All nine Red mercs grabbed the sides of their heads as the sound went on. Then, as suddenly as it came, it vanished. On the wall at the foot of the table was a white oval. The inner part of the oval was a spiraling light grey. The mercs all looked up at the new anomaly.

"What is that?" Engineer asked.

"Is it from Merasmus?!" Soldier asked as he hopped onto the table, knocking some food and drink off. "COME ON OUT, YOU SPINELESS MAGICIAN!" He yelled.

"Soldier, laddy, if it were Merasmus, wouldn't he be here by now?" Demo asked. Soldier looked at the Scotsman and grumbled. He stepped off the table and looked at the portal.

"Besides, it ain't puke green." Demo added. Suddenly, a voice came out of nowhere.

"Hello!? Is anypony there!? We're in dire need of assistance! We have multiple...dead...and we need help!"

The voice sounded young and feminine. Scout looked at the others with a small smirk.

"Well fella's, it's been good knowin' ya', but some dame needs a knight in shinin' armor!" Scout said as he started to step forward, but was held back by Heavy. "Hey, off me big guy!"

"Heavy is not sure voice can be trusted." The Russian said.

"Sure sounded like whoever that is was in a serious spot of bad luck." Sniper said. Silence fell around them all. Finally, Soldier broke the silence.

"What are we going to do then?" He asked.

"Let's try and communicate vith zhem." Medic said taking a step forward. "Eh, hello? Iz anybody zhere?" He asked. Silence came back and he tried again. "Hello?" Again, silence. Medic turned to his teammates and shrugged. Suddenly, the same voice from before came back through.

"Hello?! Oh thank goodness somepony responded! Are you still there?"

"Yes, ve are still here. Vhat is is you need help with?" Medic asked.

"We've been attacked and many of the townspeople are dead! None of us can fight back against his powers! He's too strong!"

"Mind telling us who 'He' is, toots?" Scout asked.

"His name's Discord. Now hurry, enter the portal, there isn't much time!"

Medic turned to the others.

"Sounds like they really need help." Engineer said.

"Heavy is willing to help." Heavy said.

"All zhose in favor of helping?" Medic asked. Everyone raised their hands. "Zhen lock and load. Miss, we'll be with you shortly." Medic said.

"Oh thank goodness! Thank you all so much!"

In about five minutes, the mercenaries of Red Team were out of their Halloween costumes and in their combat gear, weapons at the ready. They stood in front of the portal, nerves getting to them.

"Ready boys?" Soldier asked.

"Medic, Ready!"

"Mhmm, Hmmh!"

"Ye' bet'cha!

"Don't have ta ask twice!"

"Heeyaw!"

"But of course."

"Heavy and Sasha are ready!"

"It's be nice to get outta' here."

"Alright, Miss? We're ready to go through zhe portal." Medic said. Silence came back and it became palpable.

"Eh, hello?" Scout asked. Suddenly, a bright flash of light sparked and the nine Red mercs were whisked away into the portal. The portal blinked into nothing, leaving no trace of its presence there.

Prologue Two: Clear Skies, With a Twenty Percent Chance of Undead

Nightmare Night, PonyVille

The night was filled with the sounds of laughter, cries of fear, and playful screams of young fillies and colts as they ran about, gathering candy to offer to Princess Luna when she arrived. Off in a corner of PonyVille, a more adult party was going on, and that's where Twilight and her friends were currently. The reason for separating the Adult Party is because alcohol was being served there and nopony wanted the younger ones to accidentally take a drink of Hard Cider. Vinyl Scratch was blasting her PonyStep over the massive speakers set up and she bobbed her head rhythmically with the bass kicks and snare drums that were the backbones to her music.

Twilight was sitting at a table off in a corner, her head in her hooves, trying to get rid of a nagging headache that was plaguing her all day. The party environment wasn't helping her condition either, and for the life of her, she couldn't remember how she had gotten dragged to the party when all she wanted to do was stay inside and curl up with a horror story.

"Although this party is sure a horror story to my headache...Why couldn't Fluttershy be here also...?" She thought to herself as she looked up to see a staggering Rainbow Dash coming over to the table she was sitting at. Twilight couldn't help but smirk at the sight of the athletic pegasus.

"Got into the cider, eh Rainbow Dash?" Twilight asked.

"Wha-Twi?! What are you doin' over 'ere?" Rainbow Dash asked, her speech patterns slurred.

"Yup, definitely under the influence." "Oh nothing, I was just taking a break from the party. You know, resting my hooves and such." Twilight said, rubbing her hoof in fake soreness. Rainbow Dash just looked at her with a half-closed eye and a scowl.

"You're a terrible liar Twi. Come on an' party!" Dash said, reaching over the table to try and grab Twilight's hoof. Luckily, Twilight was able to pull away before Dash got a hold of her.

"No Rainbow. I'm not going to party. To be honest, I don't even want to be here right now." Twilight said with a sigh.

"Whaaaaaaat? But Twilight, it's Nightmare -HIC- Night!" Rainbow Dash said shocked.

"I'm aware of what night it is. I just don't want to be here." Twilight said scowling now. Rainbow Dash slid up next to Twilight and put a foreleg around her friend, smiling as she looked at the Bookworm pegasus.

"Eh, can I help you Dash?" Twilight asked, raising an eyebrow.

"Stick with me kid, and -HIC- I'll show ya' how to parrrtay!" The pegasus replied, casting a hoof as she spoke.

"I said no Rainbow Dash. Go home, you're drunk." Twilight said trying to escape Dash's hold on her.

"Oh no ya' don't! Come on! Live a -HIC- a little Twi!" Rainbow Dash said dragging the unicorn away from the table, ignoring Twilight's pleas to be released.

Over in another section of the party, Applejack, Pinkie Pie, and Spike were taking cider shots. Although for Spike, the first sip of hard cider that he took immediately made him fall onto the ground, knocked out.

"Aww, poor little guy." Pinkie said looking down at Spike.

"Little fella' shouldn't brag about how he can stand hard cider. He's too young still." Applejack said kneeling down and throwing the sleeping Spike onto her back. "Besides, tha' brew's a tad bit too strong for us Ponies." She added. "I don't know how ya' can down ten of them shots Pinkie."

"I dunno either! I guess I'm just immune to hard cider!" Pinkie said as she stood on her four hooves, and started listing off to her right side. "Eh, Applejack? Why are you going left...?" She asked before slumping over onto her side and giggling like a mad mare. At this time, Rarity decided to grace the two ponies with her presence.

"I say, darling, why are you on the ground, rolling in the dirt?" She asked, raising a hoof slightly.

"Ah, Pinkie dipped too much inta' the Cider." Applejack explained. Rarity shook her head and sighed.

"Honestly Pinkie Pie, you're going to regret ever drinking that horrid liquid in the morning." said said. At this time, Rainbow Dash and Twilight both showed up. Twilight looked rather agitated and was glaring daggers at a still drunk Rainbow Dash.

"Hey everypony! -HIC- What you all doing?" She asked grinning.

"Oh Rainbow Dash, dearie, now you're drunk as well?" Rarity asked.

"I'm not drunk! You're drunk!" Dash said pointing an accusing hoof at Rarity who rolled her eyes. Applejack nudged Twilight, which made the unicorn stop wishing Dash to be dead.

"Ya'll right sugarcube?" the farm pony asked. Twilight was about to answer when her eyes saw Spike slumped over on Applejack's back.

"Am I alright? What happened to Spike?!" Twilight asked as she used her levitation magic to float the sleeping baby dragon over to her. Applejack gave a sheepish smile.

"Eh...tha' little guy tried ta' be a big boy...So...he tried some cider..." She said rubbing the back of her head.

"He did what!?" Twilight asked, rage coming into her voice.

"We tried ta' stop him Twi! We honestly did! But he was as stubborn as a mule and insisted he try some." Applejack explained.

Twilight grumbled darkly under her breath. "Spike, when you wake up, you're in serious trouble..." Just then, the music stopped and Vinyl Scratch started speaking on the microphone.

"Alright everypony, it's time to go to the town square and welcome Princess Luna! If you would all just leave in an orderly fashion, that would be wub-tastic." Vinyl said chuckling at her own joke. "Thanks for coming tonight!" The crowd started to disperse and leave towards the town square. Twilight and her friends grouped up and all left with the crowd.

In the center of town, a small stage was set up. This stage was where Princess Luna would land and greet all those who came to see her. After the formalities, she would then mingle with the crowd and a new party would start in the town square. A large crowd of ponies were all waiting near the stage. The fillies and colts that had candy to offer to Luna were in the front of the crowd, eagerly waiting to see the Princess of the Night. Twilight and the others arrived just in time to see Fluttershy come hovering a bit off the ground towards the town square.

"Fluttershy! Glad you could make it!" Twilight said as her friend drew close.

"Oh, hello everypony. Sorry I couldn't make it earlier. There was a tiny emergency I had to take care of." She said with a gentle smile. She noticed Spike and raised an eyebrow, but Twilight gave a look of "I'll explain later" to her and Fluttershy nodded. The six ponies all moved their way to the front behind the eager foals.

"Excited to see Princess Luna?" Fluttershy asked one of the young colts who was dressed up as a Royal Guard.

"You bet'cha! I love Nightmare Night!" He said excitedly. Fluttershy smiled and looked to Rainbow Dash, who was looking back with a half closed eye and was slightly waving back and forth. "Uhm...is Rainbow Dash alright...?" Fluttershy asked. Twilight looked at the blue pegasus and slapped her with a hoof. Rainbow Dash snapped out of her drunken stupor and looked side to side quickly.

"Who? What?!" She said quickly.

"Had to sober you up for Princess Luna." Twilight said with a mischievous grin.

"So you slapped me?!" Dash asked.

"Only thing I could think of." Twilight said shrugging. Rainbow Dash grumbled a bit as the clouds over head started to grow darker and come together. The fillies and colts started smiling widely as the clouds formed. A small tornado of clouds started to form and the Ponies Ooo'd and Awww'd. The twister touched down on the small stage and it soon became a smokescreen, hiding a figure within.

"Yay! Princess Luna's here!" A young filly squealed as she picked her candy bag up in her mouth and started to run forward. She was nearly there when a pair of yellow and red eyes pierced through the smokescreen and a evil cackle pierced the night.

"Not quite your petty Princess..." the figure said. Twilight's eyes widen and the others' jaws dropped. "No...it can't be..." The filly came to a halt and spat the candy bag strings out of her mouth.

"What do you mean..." She asked. Another round of evil cackling and the smokescreen vanished to reveal the figure.

"Behold! It is I! Discord!" He said giving a show entrance stance. Ponies screamed in shock and gasps could be heard. Discord looked at the crowd and raised an eyebrow. "Tough crowd. Come now, my little ponies, surely you're happy to see Uncle Discord again, right?" He asked giving a wicked smile. Some ponies shuttered and flinched back.

"After what ya'll put us through? I'd say not Discord. Besides, didn't ya' go good?" Applejack asked. Discord gave a dramatic sigh.

"Alas, the good life was not one for me. I soon started to miss reigning chaos upon the land. So I broke my promise to Celestia and disappeared to study some new powers. And I've come here tonight to show them off. And what better night than on Nightmare Night? Under a blood moon?" He said. A grin came across his lips and he snapped the fingers on his lions' paw. The clouds overhead pulled back to show the Blood Moon. The land below became covered in its' evil red glow. "Now, for my demonstration. You, little one. Care to help me out?" Discord asked, pointing to the young filly from before. Her eyes opened widely and she screamed. She turned to try and run, but the ground beneath her opened up and a ghastly moan could be heard. In mere seconds, rotting hooves snatched the little filly. She screamed as the hooves began to pull her down into the ground. The crowd gasped once again and watched in shocked horror at the show before them.

"And this, my little ponies, is something I like to call, necromancy." Discord said. He snapped his fingers again and a rotting stallion's head came up and started biting into the young filly. Other rotting heads appeared and began devouring the filly. The group screamed and began running in different directions to a form of safety. All that was left was the Elements of Harmony.

"Discord, stop this immediately! This is wrong on so many levels!" Twilight cried out. The others all nodded and looked at the God of Chaos.

"My dear Twilight Sparkle. How good to see you and your little friends again!" Discord said smiling.

"Enough of your games Discord! Stop this right now!" Applejack said taking up a fighting stance. The others joined her in taking up stances.

"Games? My dear, this is just my path back to the throne! I told you all the good life wasn't for me." He said, the smile now leaving. "Now, let's get down to business. See, I've learned from my mistakes in the past. If I want to win, I have to get rid of you six first!" He said snapping his fingers once more. His yellow eyes became a full yellow glow as Undead Ponies began to rise from the ground. Soon, a mod of dead stood infront of the ponies and Discord chuckles.

"Feed." Was all he said and the Undead let out a collective bloodcurdling screech.

"Run!" Twilight said turning heel and taking off. The other five followed her example and ran after Twilight, the Undead hot on their heels. "To the Library!" Twilight called as she took a right onto the street that would lead her and her friends to safety. More Undead started to appear out of alley ways and stores. Their yellow eyes followed hungrily as they began to run after the retreating mares. The library was close, and Twilight started feeling a sense of hope.

"Once in there, we can start thinking of how to reach Canterlot and get the city into lock down before-" But her thoughts were interrupted when an undead colt stood between her and the library. "Girls, avoid him!" She said jumping over the colt. The zombie reached up and snapped at Twilight, but missed her. She landed and continued running, the others following. Applejack stopped to buck the undead colt far away and she continued running. Twilight reached the front door and opened it. She ushered her friends in quickly. Once Fluttershy entered, Twilight and the others began barricading the front door with random pieces of furniture. After that was done, they all collapsed and panted heavily. Rarity let out a sound of uncertainty.

"Uh...girls, where is Spike...?" She asked. Twilight's eyes shot open and she checked her back. She didn't see her number one assistant there anymore.

"HE MUST STILL BE OUTSIDE!" Twilight said bolting up to the window to look out.

In the street outside, Spike laid there. He slowly shifted and he sat up, rubbing his eyes. He looked around and saw the street was empty. Panic set in and he looked to his left to see the library. He began to stand up when the undead colt from earlier tackled the baby dragon and pinned him to the ground. Immediately, more zombies began circling around the flailing dragon and began their feast.

"NOOOOOOO!" Twilight screamed as she slammed her hooves on the window. The glass panes shook violently, threatening to fall out if she continued.

"Twilight, there's nothing we can do!" Applejack said as she started to pull Twilight away from the window.

"There must be something we can do! We can blitz them and quickly grab Spike and run back in!" Twilight said as her eyes began to tear up.

"That would get us all killed! There's too many out there even for me to handle!" Rainbow Dash said. Twilight just began to cry and fell to the floor.

"I PROMISED I WOULD TAKE CARE OF HIM! AND NOW HE'S DEAD!" She screamed slamming her hooves once again. Her friends all sat and watched her, pained expression on their faces. Rainbow Dash looked to Rarity.

"Isn't there something you can do?" She asked. Rarity thought and and idea popped into her head.

"I can send a message for help!" Rarity told Dash.

"Then do it!" Dash said. Rarity's horn began to glow a bright white and it started to power up. Suddenly, a bolt shot out from the tip of the horn and a white portal appeared on a vacant wall in the library.

"Hello!? Is anypony there!? We're in dire need of assistance! We have multiple...dead...and we need help!"

Departure on Line One

PonyVille Train Station, Nightmare Night

"Move yer arses lads!" Demoman yelled out at he fired both grenades from his Loch 'n' Load. The two rounds impacted and detonated immediately, blowing a good chunk of the horde to pieces. However, more were still coming, and they weren't about to give up. With the force of a gale wind, the undead roared as one. The roar made the horde sound like a single beast, rather than fifty hungry ones. Heavy stepped forward, his Hue-Long Heater revving up, giving a deep, guttural growl as it did. Flicking a switch, Heavy deactivated the Flame Ring that would be deployed, and opened fire. The flame to form the ring instead came out as a stream of fire, heating the custom-tooled cartridges into bright red streaks. The bullets pounded into the horde, cutting more down as Heavy let out a war cry and laughed.

"Oooh! Run! Run, I'm coming for you!" He yelled at the zombies.

Pyro and Soldier charged into the fray. Soldier swung an Escape Plan while Pyro smashed zombies with a Powerjack. Zombies were either impaled on a pick end by a insane veteran, or had their cranial vaults smashed to pieces by a psychotic masked creature. Soldier and Pyro fought back-to-back, taking on more and more zombies per second. Soldier smashed away a zombie and looked at Sniper, tilting his head up to look under his helmet's edge.

"Move it, Outback boy! Get to the train with the ponies and--" But he was cut off when a pony launched onto his back and its muzzles clamped down onto his shoulder. Soldier's blue eyes went wide with shock, and in the most frightening scream he'd ever let out, grabbed the zombie pony by the ears, tore it off his shoulder, threw it onto the ground, and started curb-stomping it until the skull broke like a bloody pumpkin. In an instant, Soldier fell to his knees right as Pyro managed to clear a path to the veteran. Switching his Powerjack out for the Reserve Shooter, Pyro hefted Soldier up with one arm and fired the Reserve Shooter one handed.

"Move Pyro!" Medic yelled as an arc of syringes spewed from his Overdose. The group moved as one, only breaking off to engage the undead. Heavy continued his Hue-Long Heater slaughter as everyone ran past him. The train was close by when an unnatural roar, even for the zombies, was heard. The fighting stopped, and the undead horde parted. In the center of the group stood a Zombie Tank Pony. Its once white fur, now stained red, covered its bulging muscular structure. The brick like jaw was lop sided, obviously broken, and its tiny red eyes were locked onto the group of humans and ponies.

"Oh my goodness, isn't that Roid Rage?!" Twilight asked shocked. As if to confirm her suspicions, the Tank began to hover ever so slightly, a small buzzing of wings could be heard. In a blur of movement, the Tank shot forward towards Engineer. The Texan's jaw dropped and he began to shield Applejack with himself. But, in a thunderous clash of bulk meeting bulk was heard and Heavy was heard grunting. Engineer looked up to see the hulking Russian putting the Tank into a headlock.

"Go! Heavy has this covered!" He yelled. He met Pinkie Pie's eyes and smiled. "Go tiny Pony. Heavy will be on train soon." Pinkie Pie nodded, knowing now wasn't the time to be silly. She hopped off and galloped with the others towards the train. Heavy watched them go and he looked at the muscular zombie pegasus. "Alright tiny coward. Let us fight." He said sneering.

The sounds of a lone combatant was heard in the distance as the others all continued to run. Moments later, they finally reached the train. Tearing the door open, Engineer ushered everyone inside the train car. He stayed behind to blast some zombies away, then he too got onto the train. He closed the door behind him and walked into the seating compartment.

"Alright ya'll. Who knows how to operate this here train?" He asked, giving a hopeful smile. He was given a silent reply, and the smile dropped. "Well shit." He muttered. Pyro laid Soldier down on one of the benches and Medic stepped up. Soldier was muttering darkly as the adrenaline wore off from his fight. Medic peeled back the torn fabric of his uniform and winced slightly. The bite was deep, almost to the bone. The immediate area around the puncture marks were a greyish-blue, showing the skin had bruised, then died off. Blood still poured from the broken blood vessels. Applejack and Twilight both approached, but quickly turned around upon seeing the blood, trying not to vomit. Engineer and Pyro looked to Medic. The German gave a grave sigh.

"I'll zee vhat I can do." He said as he opened his lab smock and began producing small tools for battlefield operations. He went too work right away, Soldier wincing as Medic attempted to close the skin. Scout sat down as he attempted to catch his breath. Rainbow Dash was doing the same, and Scout chuckled.

"Why are you breathin' hard? You didn't even run!" He said as he gave a small cough.

"I guess the action took my breath away." She joked.

"And another thing. Why didn't you fly here with Fluttershy?" Scout asked pointing to her wings.

"Well, pegasai also live in PonyVille. I'm sure there would've been some that were zombified. The skies were a danger if that were true." She said.

"Can't argue with that." Scout said as he looked around. "So when are we gonna get rollin'?" He asked. Almost on cue, the train lurched forward and began to pull out of PonyVille Station. "Hey, look a' that! It listens to me!" Scout said smiling smugly.

"No you ankle bitter. Someone obviously started it up. Question is, who?" Sniper asked. Everyone gave shrugs and looked to the car entrance door. Moments passed in silence as the train rattled along the rails. Then, the door handle jiggled. It shifted down, and the door slid to the side. In the doorway, stood a hulking figure. A head poked into the light to reveal a tired, but smiling Heavy.

"Hello!" He said happily. Cries of happiness and cheers of joy erupted. Heavy slid sideways through the small doorframe into the train car and sat down on a bench. "Heavy is tired...evil pony can put up fight, but Heavy won." He said, the smile dropping as the exhaustion took over. "Ugh...I need sandvich..." He said opening the ammo box on his belt. He produced a sandwich and started to munch on it.

"So, how long until we reach where ever we're going?" Spy asked. Twilight began to think.

"Uh, I'd say about five hours..." She said, trailing off.

The train ride was silent from that point after, save for the small grunts of discomfort from Soldier as Medic operated on his bite wound. Scout eventually fell asleep, and Rainbow Dash curled up against him and fell asleep. Heavy fell asleep sitting up, bobbing only slightly from side to side with the train. Everyone else had fallen asleep, except for Applejack and Engineer. The two went to the front of the train to maintain the train's fuel as it chugged along the dark rails.

Arrival

Somewhere between Earth and Equestria

To say that going through a portal to God knows where wasn't comfortable is a major understatement. In fact, it hurt. A lot. The nine Mercenaries of Red Team were warped, fused, separated, had their molecules torn apart, then put back together, all at the same time. They all screamed in pain as they transferred through and it seemed to go on for an eternity. The only thing to go through their minds besides pain was:

"Where am I going, and what will I see when I get there?"

The answer to that question was soon answered when the mercs were all thrown onto a wooden floor with a collective "Umph!".

~Mere minutes earlier~

Rarity gave a sigh of relief and hope.

"Fear not girls! Help is on it's way!" She said giving a weak, but hopeful smile to the others.

"Did they say who they were?" Applejack asked. Rarity's eyes widened a bit, realizing she should have asked the other voice before sending them through.

"Eh, no. Not at all..." She replied sheepishly. By this time, Twilight had stopped crying, for there were no more tears to cry. She looked up with red, puffy eyes and sniffed a bit.

"H-help is c-coming?" She asked, hiccuping slightly as she spoke.

"Yes dear, help is on the way. I'm just not sure who exactly..." Rarity replied.

"So we could be having a friend of Discord coming over?! Rarity, you need to ask who somepony is before bringing them over!" Rainbow Dash said shaking her head a bit.

"I know, I know. All I can say is there were many of them, and a couple of them had very peculiar accents." Rarity said as she walked over to Twilight and rested a caring hoof on her shoulder.

"I c-can't believe he-he's g-gone..." The librarian said looking downcast.

"I'm sorry Twilight...he was a good friend..." Rarity said. She gave Twilight a hug and pulled away. Twilight gave the smallest smile possible as her friend drew away. A moment later, there was a cracking sound, then the sounds of many things being dropped onto the floor was heard, followed by a collective "Umph!" The ponies all turned to see a pile of- something laying there. It was mostly red, with some secondary colors thrown into the mix. It moved in small places here and there, showing it was alive. What the ponies weren't ready for, was that the large pile, was actual a pile of separate things.

~~~

Scout peeled himself off of Pyro's oxygen tank with a strangled grunt. He sat up on his knees, only to feel them pressing into Heavy's massive wrist. The Bostonian shook his head to clear it of distortion and rubbed his temples.

"Man, I neva' wanta do that again!" He yelled as he picked up his headset and mic. He put on the headset, adjusted it, then looked down at Pyro and gave him a small jab. "Get up Flameboy." He said as he moved for the flame user to get up. Pyro rose and shook his head also. He looked at Scout and gave a mute shrug, which the kid returned.

"Mhhmp hmm hmm?" He asked. Scout gave another shrug and Pyro gave a muffled sigh. Eventually, the others all got up and cleared their heads.

"Doc, do me one favor. IN THE FUTURE, ASK WHERE WE'RE GOING BEFORE WE GO THROUGH A PORTAL!" Soldier roared as he picked up his helmet and put it on. He squared his jaw and gave a snarl of disapproval to the Medic. The Medic merely scoffed and folded his arms.

"Az if I had any clue as to vhere ve vere going, dummkopf!" Medic said giving a small roll of his eyes.

"Will you two pansies quit bickering? It seems we have company..." Sniper said quietly as he pointed. The eight other mercs all followed to where the Australian was pointing. In front of them were six ponies, all ranging in fur color and mane-styles.

"Great, we got zapped to some hicks farm!" Scout said aggravated. Engineer gave a hard slap to the back of Scout's head.

"Watch what ya'll sayin, City Slicker." Engineer growled. Scout quickly realized his mistake.

"No offense to you, Hardhat." Scout said sheepishly. Engineer grunted and returned to the matter at hand.

"There appears to be an exit. Come." Spy said as he started walking forward. The ponies in front of them gasped- wait, gasped?- as they approached, and Spy was taken aback.

"Did they just gasp like a person..." Soldier asked, wedging his pinkie into his ear to make sure he was hearing things right.

The Mercs and Ponies all stared at each other as a thick silence came over them all. The first one to make any movement was Heavy. Pulling out his sandwich from the small ammo box on his belt, he broke off a piece and offered it up to a yellow pony near him. The one thing to catch Heavy's attention was the pony's mane, which looked like a pink, personal shield. The pony looked from him to the piece of sandwich that was dwarfed between his index finger and thumb. The pony actually gulped in nervousness and back up a bit, shaking nervously as it did.

"Is alright, little pony. Heavy will not hurt you. Is just sandvich." Heavy said giving a warm smile. This did nothing to calm the pony down and it hid behind its pink mane.

"Humanistic traits and actions...interesting..." Medic thought as he observed the interaction. Suddenly, he felt a weight on his back, then he saw two pairs of large blue eyes looking into his cold, brown, calculating ones.

"Hiya! I'm Pinkie Pie! Who are you?" The pony said suddenly and Medic jumped back with a cry of surprise.

"That pony did speak!" Soldier said, his jaw dropped. Medic looked from the crazy mercenary next to him, back to the pink pony before him. The pony's mane was pink also, but fluffy and curly. Medic cleared his throat nervously and adjusted his glasses.

"Ehm...hello." He said, waving his hand a bit. The tension in the air lifted a bit when a purple unicorn stepped forward towards Red Team.

"Uhm, hello, there." She said nervously. Medic observed her eyes and saw that they were a little red and puffy.

"Looks like they can cry like humans..." He mentally noted. The purple unicorn pressed on.

"What are you...?" She asked looking from Medic to the others. Medic wasn't sure how to reply to this, realizing this was a First Contact scenario, like in the old Sci-Fi films he's seen in the past back at TeuFort. He regained his composure and cleared his throat once more.

"Ve are human beings." He spoke in a clear tone. "Ve come from a planet called Earth." He added. Amazement came over the ponies as the others stepped forward a bit. The ponies all took them in fully with wide, curious eyes.

"Why are you here?" The unicorn asked.

"We got a call for help." Sniper put simply. Realization came over the white unicorn's face.

"Oh my, it was I who called you here." She said putting a hoof to her chest.

"Wait, it was you? We got called 'ere by ponies?" Demo asked, his jaw a bit dropped.

"Yeah, you got a problem with ponies?" The blue one with a rainbow pixie cut mane said, bolting up to the Scotsman.

"Lassy, if I were ye', I'd back off right now." He warned.

"Or else what?" She asked, her eyes glaring into his good eye. The blue pegasus was about to answer when she got yanked back by the tale.

"Easy sugarcube. We don't want ta' anger them." The orange pony in a brown stetson said as she pulled the pegasus back.

"Come on Applejack! Let me at 'em!" Rainbow Dash said, swinging her hooves in an attempt to his the Scotsman.

"GIRLS!" the purple unicorn yelled. Applejack and Rainbow Dash both looked at her.

"Sorry Twi." Applejack apologized.

"Yeah, sorry Twilight." Dash said. Twilight returned her attention to Medic.

"So you're the ones who answered our distress call?" She asked, stating the obvious.

"So it seems. And vhat is is ve can help you vith?" Medic asked.

"Well, we're in quite the situation..." Twilight started.

About half an hour later

Red Team were either sitting on the floor, or leaning against the wall, listening to Twilight retell the events that occurred before their arrival. Scout was rubbing his fist with his palm as his knee bounced a bit.

"So you's tellin' us, that there are zombie ponies running around out there?" He asked. Twilight nodded in response.

"And this, er...Discord, was it? He's some sort of evil God of madness?" Soldier asked.

"God of Chaos, and yes. He's extremely evil this time around." Twilight said.

"He's more than evil! He's super-duper-zuper evil!" Pinkie Pie said, waving her forelegs for emphasis.

"So, what are we suppose ta' do about it, lassy?" Demo asked crossing his arms over his EOD armor.

"We were hoping...that you could help us get to the train station so we can get to Canterlot and warn Princess Celestia?" Twilight spoke in a single breath.

"Playing escort to some ponies so they can reach their leader?" Soldier asked. The six ponies nodded. "Hell, I'm in." He said. Heavy nodded and cracked his massive knuckles.

"Heavy will help." he said lifting his Huo-Long Heater mini-gun. Pinkie Pie 'Ooo'd' at the guns Dragon designed and Twilight choked up a bit when she saw it.

"You're gonna need a Runner, so I'm in." Scout added pulling out his Shortstop.

"Sentry support is crucial." Engineer said as he pulled out the Southern Hospitality wrench.

"Mhm hmmm phm phmm hmm!" Pyro said as he started up the gas on his Degreaser. The ponies looked to one of the others to translate.

"He said 'My Flames will Burn Them'. I too, am in." Spy said, spinning the chamber in his Diamondback Revolver.

"Obviously you'll need a Medic." Medic said snapping on his rubber gloves.

"There will be a One Thousand Year Rain of Blood!" Demoman proclaimed as he locked the barrels on his Loch 'n' Load. The yellow pony, which they learned was named Fluttershy, seemed to pale at the mention of blood.

"Aw hell, you guys would be nothin' without me watchin' your backs." Sniper said as he readied the Machina sniper.

"I expect medals at the end of this!" Soldier said putting on the Battalion's Backup and readying his Reserve Shooter shotgun. The ponies all smiled as they looked at the nine mercenaries getting readied up. After they were, they stood and looked like heroes. Alien heroes, mind you.

"How's the front door looking?" Twilight asked. Applejack ran over to the window and paled a bit.

"There's got ta be at least thirty of them things!" She said, looking back at everyone, her emerald green eyes shrunk down to pinpoints. Twilight and the others gulped.

"Thirty against...fifteen...fifty-fifty chance of making it out alive..." Twilight calculated in her head. She turned her eyes to their new acquaintances. She saw their determination and smiled a bit. "But they look tough. I hope we can make it..."

"Looks like we'll have ta' use the back door, provided there is one." Engineer said scratching his chin.

"Of course there's a back door! Come on, let's go check out how it is out there!" Dash said zooming into the kitchen where the back door was. The other ponies and the mercs all followed the rainbow speedster to the back door and waited for her to report the condition of the outside. She turned and gave a large smile.

"It's clear!"

"Alright, form a circle around the ponies an' make sure none of the zombies get to 'em." Sniper said loading a fresh round into the chamber. The ponies grouped up, their nerves starting to set in. Fluttershy gulped and 'eeped' as she waited for the signal to move.

"Wait guys, why don't we just carry 'em? Less chance of loosin' them." Scout suggested. The mercs looked at each other then to the ponies.

"Do ye' mind?" Demo asked. Twilight looked to her friends, fear of what happened to Spike would happen to them was in her eyes. They gave her reassuring nods and she turned back.

"As long as you can keep a hold on us...go ahead." She said giving a fearful sigh. So much could go wrong with this plan. Many scenarios ran through her mind in mere seconds, each more gruesome than the last. Engineer coughed.

"So, uh, how much do ya'll weigh?" He asked. "Not to be rude, mind you." He added. Applejack gave a snort and a small chuckle.

"We're probably light enough for you to carry, sugar." She said with a smile. She walked over to Engineer and signaled to be lifted. Engineer picked her up gently and cradled her like a newborn child.

"Hope ya' don't mind. Only way I could carry ya' and shoot." He said. Applejack wiggled herself into the crook of his arms and smiled.

"It's fine." She said. The other mercs picked up a pony, some didn't. Scout took Dash, Heavy took Pinkie Pie, who was asking for a bit of Heavy's sandwich. Heavy smiled as he broke a piece off for the pony.

"Heavy likes little pink pony." He said. Sniper rolled his eyes and looked at Twilight as Medic gently lifted Fluttershy. Spy had Rarity hoisted onto his back and she clung to his back with her four legs. She kinda looked like a living backpack on the stealthy man.

"Looks like you're stuck with me." Sniper told Twilight and she nodded weakly. Lifting her up, Sniper placed her between his Darwin's Danger Shield in a small cargo container that was inside. Twilight was a bit uncomfortable, but it would have to do until they boarded the train. She placed her forelegs on Snipers head and leaned forward. Soldier, Demo, and Pyro stood by the door, weapons at the ready.

"Alright lads. On three. One..." The air became tense.

"Two..." Soldier gripped the doorknob with a firm grip.

"Three!" Sniper yelled. Soldier ripped the door open, and off its hinges, and charged out. Demo and Pyro each took the left and right, weapons raised.

"Move boys!" Soldier called back. Sniper and the others charged out into the chilly night. Distant sounds of screams and undead roars filled the night sky and the ponies cringed in the holds of their escorts.

"Which way to the station, missy?" Demo asked Twilight. Twilight looked around from atop of Sniper and pointed a hoof to the west.

"That way!" She told them

"Alright boys! Stay close and don't let the ponies go!" Soldier ordered them. They all nodded in response and began to move out. The street was bloody and eaten pony corpses could be seen around the area. Twilight looked and saw the destroyed body of Spike on the ground. His youthful features were ravaged by teeth marks and torn flesh. One of his green eyes was torn out of the socket and laid on the ground near by, while the other was wide and looked towards the night sky. Twilight began to sob as she tried to hold back her tears,  trying not to alert the undead in the area.

"T-take me a-away from h-here..." She said quietly to Sniper. He gave a grunt and continued to move.

"I'm sorry for your loss." He said to her, trying to calm the crying pony down. Twilight sniffled.

"T-thanks...He was li-like a little br-brother to me..." She said sadly.

"I'm sure he was Twilight." Sniper replied.

"Have y-you ever lost an-anypony...?" She asked.

"No, I haven't actually. Back where I'm from, I was in a war, an' so were the others. We never actually died, per say. There was this great invention that made it so if you were killed in battle, the DNA in the machine would do some scientific mumbo-jumbo and bring ya' back to life, memories an' all. However, the guy the others an' I worked for threatened to harm out families should we have ever left and tell what we did." Sniper told her as they walked. Twilight seemed to stop crying and became partially interested in what Sniper was telling her.

"So, you never actually died?" She asked.

"Oh no, we did. Sometime we were blown to pieces. But we always came back in one piece." He said.

"Wow...that's something..." She said. Sniper took a handkerchief out of his vest pocket and handed it up to Twilight.

"Dry your tears. Go ahead an' keep it." He told her. Twilight used her magic to levitate the cloth and wipe the remaining tears. She noticed a symbol was embroidered into it and tilted her head.

"What does this symbol mean?" She asked.

"That, my friend, is the flag of Australia. my home country. Born and raised in the Outback near Sydney. Worked on a farm with me mum an' dad." Sniper told Twilight.

"Is Australia nice?" She asked.

"Is it nice? Let me tell ya' a lil' somethin' about my home. The Outback is the most beautiful piece of land on the continent. Endless horizon, beautiful sunrises and sunsets, rare and exotic animals here and there. The coast is where humanity mostly resided. Sydney is a beautiful city, with the Sydney Opera House on the bay, it was a perfect place to visit." Sniper said as his eyes faded a bit as he remembered his times in the city and at home.

"It does sound beautiful. I'd like to see it one day..." She said laying down on Sniper's head as she pictured what Sniper had described.

"Maybe one day you--" He began, but he stopped and watched as Soldier used odd hand signals. Twilight watched the movements with curiosity. Soldier was making a fist and was flattening it out in a downward movement. He did this a couple more times and pointed forward. He then signaled them all to move to a side-alley.

"We got some stiffs ahead it seems..." Sniper said hunching forward and moving up closer with the others. They hid behind a building corner and looked at the street ahead.

"Sniper, scope in and tell me what you see." Soldier ordered. Sniper lifted his Machina and peered though the scope. He moved from side to side a bit as he scanned.

"What do ya' see?" Applejack asked.

"Looks like...seven of 'em. Nope, make that nine." He said removing the scope and reached into a vest pocket. He pulled out a cylinder shaped object and began screwing it onto the end of the rifle's barrel.

"Take 'em out quietly." Engineer suggested.

"One step ahead of ya' mate." Sniper said raising the rifle again. "Hang on Twilight. She's got quite the kick, this one." He warned the pony. Twilight shrunk down a bit, her four knees digging into Sniper's back, causing him to grunt in discomfort. "Oops, sorry..." She said.

"You're fine. I've been in worse." He simply said, his voice toneless.

"Aye, he's gettin' in the 'Zone'." Demoman said as he looked forward.

"What do you mean the 'Zone'? What kind of zone? An end zone, fun-zone, happy-zone?" Pinkie asked from Heavy's arm.

"You'll see what I mean." Demoman simply put. Sniper's breathing became slow and barely audible. He was as solid as stone.

"Firing." He whispered. The shot let out a THUMP as the recoil kicked Sniper in the shoulder and jerked Twilight a bit out of the space she was in. One of the undead ponies ahead exploded into pieces as the .44 XXL round hit the center of mass. The ponies all let out a gasp at the power of the weapon. Sniper readied another shot and another THUMP was heard right after. A small undead colt turned in time as the round pierced its rotting skull and blew the head into nothingness. A few THUMPS later, the undead ponies all were gibbed into nothingness. Sniper stood up and his knees popped as he did. He removed the silencer and placed it back into his vest pocket.

"All clear." He told them. The ponies all looked at him with wide eyes and dropped jaws. "Never seen that kind of power, I'm assuming?" He asked. They all shook their heads. "Heh, that's just a part of my job. However, it's usually aiming at my own kind, rather than undead." He told them.

"Let's go." Soldier ordered. The group moved out of the side-alley and quickly moved, scanning all sides as they did. On the horizon sat the train station. The train to Canterlot sat a bit out of the station, an obvious sign the crew was attacked before they pulled into the stop.

"There it is!" Rainbow Dash said pointing at the train.

"Gah, too girly lookin'. You sure there ain't a different train we could take?" Scout asked as he scrunched his face as he looked at the colorful train.

"That train has been runnin' all over Equestria for close to fifty years now! Watch what ya'll say." Applejack said in a scolding tone. Engineer chuckled a bit. "Some people don't understand the value of a good machine." He said. Applejack gave a small smile as he said this. She may not be used to being around machines, being on the farm and using manual labor and all, but she agreed with the human. The group continued to run and the train drew close.

"Ain't it weird how there haven't been any stiffs since the street?" Scout asked. As if on que, a massive horde emerged from the station platform, all moaning and yelling with ravenous hunger. The group stopped running and all eyes landed on Scout, who stood there with a 'Well Shit' look on his face.

"Well Shit." He simply said. He looked to the others, all glaring, and he gave a sheepish smile and shrug. Soldier loaded buckshot into his Reserve Shooter and sighed.

"Looks like we're fighting to get on board." He said. Soldier, Pyro, and Demo made a three-man firing line, the other six forming into a tight circle, various weapons pointing at all sides.

"Ready boys?" Soldier asked. They all nodded and gave grunts.

"Good, because it's about to get loud..."