My Little Fortress: Night of the Living Dead

by Timeless Toaster

Rating: mature
Tags: Human, Main 6, Princess Luna, Gore, My Little Pony: Friendship is Magic, Dark, Cutie Mark Crusaders, Other, Princess Celestia, Crossover
Length: 29548

When Twilight sends out an SOS during an undead uprising, nine mercenaries from another world answer the call.

Nightmare Night and Halloween: What do they have in common?
Candy, costumes, decorations, and a night of fun.
But one has something the other doesn't: the undead rising from their graves.
On Nightmare Night, Ponyville is bouncing with the nighttime festivities. However, dark forces in the Everfree Forest go wild and start raising the dead, sending them out to attack the living. Holding out in her library with her friends, Twilight sends out a distress call through the Ether to anypony, or anything, for help.

WHOA! FEATURED ON 2/1/16!! I think that maybe a first for me! Thanks everyone!

Published 2014-06-29 21:30:04 UTC
Last updated 2017-06-16 02:16:26 UTC

Preperations

Ponyville, October 30th.

Stepping back from the cart with a smile on her face, Applejack took one last look over of her apple stand. The lights she had hung were glowing black and orange as they adorned the stands' wooden sign. Hanging from said sign were some paper bats and jack-o-lanterns Apple Bloom had made in school earlier in the week. On the stands' counter top, sections for the various Nightmare Night snacks Granny Smith was making were set up, ready and waiting for the delicious stock of mini-apple pies and caramel apples. Applejack turned her gaze from the apple stand to the rest of Town Square. The various vendors that neighbored Applejack were also getting their stands and stalls decked out in Nightmare Night decorations, readying for the massive party that was going to be held in the Town Square. Over by Town Hall, Vinyl Scratch could be seen carrying her various musical equipment in a white levitation field as she approached the skeleton of her DJ stand.

"Isn't this gonna be the greatest party ever!?" screamed a shrill voice. Applejack yelled and spun around to see who the perpetrator was. As she should've expected, it was Pinkie Pie, dressed head to hoof in a candy covered witches' outfit.

"Land's sake, Pinkie! Ya'll nearly gave me ah heart attack!" Applejack retorted, putting a hoof to her rapidly beating heart. "And who are ya' suppose ta be, anyway?" she adds.

"I'm the witch from the fairy tale 'Hansel and Gretel'!" Pinkie Pie said cheerfully, giving a quick spin around to show off the rest of her costume. Applejack raised an eyebrow.

"Come again?" she asks simply.

"Oh! It's this story of a colt and filly who go into the woods and find this candy house! There's this mean ol' witch who lets them inside to have some candy, but what she's really doing is fattening them up so she could eat them up! Except I don't give candy to colts and fillies to eat them, I give candy because candy is so sweet!" Pinkie says, giggling at the end of her rant. Applejack snickers a bit and shakes her head.

"Well, nopony can't say that ya'll ain't creative." she says. "But ya' do know tha' Nightmare Night is tomorrow, right?" she asks.

"Well duuuuh! But I just can't wait to get things started!" Pinkie says, bouncing in place. She suddenly stops and looks around the area. "Hey, have you seen Dashie anywhere? We have to finalize our plans!"

Applejack just raises and eyebrow again. "Plans for wh- ya' know what, I'm not even gonna ask. Yes, Ah've seen Rainbow Dash. She's over with Twilight next to Mayor Mare." Applejack says pointing Pinkie in the way of the three mares across Town Square.

"Thanks Applejack! See you later!" Pinkie says, bouncing off to the three mares.

"...and Vinyl Scratch will declare the party on. Anything else, Princess?" Mayor Mare asks, looking up from a clipboard.

"One thing, you don't have to keep calling me 'Princess', Mayor. You've known me long enough." Twilight says with a small giggle. "Other than that, I do not think that we're missing anything else. This party is going to be great!" she adds. Mayor Mare nods and walks off to help with other preparations.

"This party is going to be sweet! Especially when Pinkie and I set the fireworks off." Rainbow Dash said with an eager smile.

Twilight nods in agreement. "I know! It's going to be even greater with the fact that a Blood Moon is due to rise tomorrow night. It'll add to the atmosphere!" Twilight says with an eager smile of her own.

"Uh, what's a 'blood moon'?" asks Rainbow Dash.

"Well, it's when the planet passes between Celestia's sun and Luna's moon. The planet casts it's shadow on the moon, giving it a red coloring from the sun being behind the planet." Twilight explains going into full bookworm mode.

"Jeez Twilight, you really need to get out more..." Rainbow Dash says with a small snicker as Twilight scowls.

"You asked, and I answered!" Twilight retorts, stamping her hoof a bit to the ground.

"Yeah, yeah. Don't get worked up, Twilight. Hey Pinkie!" Rainbow Dash says, waving at the pink mare.

"Dashie! You ready for tomorrow night?" Pinkie asks happily.

"Of course I am! The Dash is always ready! You got those fireworks, right?" Rainbow Dash asks. Pinkie produces the fireworks in question from her saddlebags under the costumes' skirt.

"Yup! We just gotta get them all set up, and when the time is right; KABLOOIE!" Pinkie cheers, putting the fireworks away.

"Good job Pinkie! Let's go take care of setting them up now. I'll catch you later Twilight." Rainbow Dash says, trotting away with Pinkie to the back of Town Hall. Waving good-bye to the pegasus, Twilight began her trot back to the Library, humming a small tone as she went along.

* * *

Badlands, New Mexico, 2Fort Facility, October 30th.

"This. Sucks." Scout said simply as he hid behind a wall, his Baby Face's Blaster held close to him. On the opposite side, the enemy Heavy was laying down a hail of death from his Tomislav as he stood in front of the desk where the Blu Intelligence was located.

"You're telling me..." Spy said as he lit a new cigarette.

"How can you be so calm about this!?" Scout asks angrily, taking a pot shot.

"I am used to this sort of thing. He'll eventually run out of ammo and we can storm in. It's all about patience; something that you severally lack." Spy replied with a small smirk.

"Go ta' hell Spy." Scout said sourly. Suddenly, the roar of the Tomislav ended and Scout looked at Spy with a glare.

"I told you." Spy said, going invisible, whistling an ominous sound. Scout rolled his eyes and ran in, blasting the Blu Heavy with his Blaster. The Heavy tried charging Scout with a pair of spiked knuckles, but screamed in pain as he fell to his face, a Big Earner sticking out of his back. Jumping over the body, Scout landed on the desk and grabbed the Intelligence, and strapped it to his back.

"The Intelligence has been taken!" cried the voice of the Administrator. Scout let out a groan as he began his run out of the Blu base. He could hear the jeers and cries of the Blu Team as they gave chase.

"Have at 'em, lads!" scream the Blu Demoman as he charged Scout with an unsheathed Eyelander, and a bloodied Chargin' Targe strapped to his left forearm.

"Ah crap!" Scout yelled as he ran for the door way. The whooshing of the Eyelander could be heard as it slashed through the air, aiming for Scout's neck. Scout ducked and slid along the floor, blasting the Blu Demoman with his Blaster. The Scottish cyclops yelled in agony as the pellets struck his legs, falling to the floor in a heap.

"Medic!" cried the Blu Demoman.

Scout regained his footing and blitzed out of the Blu Base, running for the Red Base.

"Sniper! Get 'em! Get 'em!" Scout called to the perched marksman.

"I got ya' Scout!" Sniper called, raising his Hitman's Heatmaker. A muffled shot shot rang out, striking home in the forehead of a Blu Pyro. Scout managed to make it into his base before a shot from the Blu Sniper caught him in the ankle. Scout went down in the hall with a scream of pain.

"Someone take the briefcase!" he yelled. Pyro came up and knelt down, taking the briefcase from Scout's back.

"Thanks Pyro. I owe ya' one." Scout said with a smirk. "Where's Medic?" he asks, clutching his bleeding ankle. Pyro was suddenly enveloped in a blueish cloud of smoke, emerging from it as the Blu Spy.

"I do believe I had just killed him." Blu Spy said as he leveled his Diamondback at Scout's forehead.

"Oh for-" but before Scout could finish that sentence, Blu Spy blasted his head to pieces. Everything went black, then came surging back from the darkness as Scout respawned in the Red locker room. "Fuckin' snake!" Scout yelled in frustration, stomping a foot on the tiled floor.

"You've failed. Such a disappointment..." muttered the flat voice of the Administrator. Scout sighed and sat down on a locker room bench, waiting for his teammates to come in. About five minutes later, the other seven members of his team came in, sharing the same looks of shame and disappointment with Scout.

"I was so close...if only I was a bit fasta'." Scout said with a scowl as Engineer sat down beside him.

"Don' take it personally, son. We're not always going ta' win. But look on tha bright side, we've got Halloween tomorrow, so that means ah ceasefire. Ya'll can get your rest and try again later." Engineer said with an encouraging smile.

Scout chuckled and nodded. "Yeah, I guess you're right, Hardhat. I bet I can get a sugar rush with some candy when I try again." he said, planning his tactics in his mind. Engineer chuckled and stood up, going over to his locker. Scout looked to Heavy, who was enjoying one of his sandwiches. "Hey big guy, think you can go in with me next time? Spy wasn't all that great this time around."

Heavy took a bite of his sandwich and nodded as he ate. "Da, tiny Scout. Heavy will help you." he said. Looking around, Heavy frowned a bit. "Where is Spy?" he asked to the others. The others all stopped and looked to each other, realizing that they hadn't seen their french teammate come in with them.

"He vasn't with you on the vay out?" Medic asked Scout. Scout shook his head as he opened a can of Bonk! and took a sip.

"Nope. Fancypants went in with me, but he didn't come out." Scout said.

"Is someone asking about me?" Spy suddenly asked as he entered the locker room, putting out his cigarette.

"Where have ya' been, laddie?" Demoman asks.

"I'm not too sure, but I think I felt a surge of...magic, while in the Blu base. I went to investigate and followed the feeling to the Blu's Command Center. I entered and the feeling immediately became stronger. As I approached the Blu's map of the world, I began hearing strange voices; as if they were speaking in tongues. I recorded them on my Red Tape Sapper." Spy said, pulling out his sapper and pressing the 'Play' button. Immediately, the locker room became filled with harsh whispers and unclear sayings. The recording abruptly stopped. "That was all I could get before I ad to leave." Spy said, tossing his sapper into his locker nearby.

"I'm not going to be able to sleep tonight..." Scout muttered, his tone carrying that of slight fright. The others all agreed with him in small mutters and grumbles.

"With the ceasefire tomorrow, I may try and get back in there to investigate more." Spy said as he lit a new cigarette. "Gentlemen." he said, taking his leave.

"Well, get somethin' ta' eat boys. We should get our Halloween shipment in the morning." Engineer said as he took his leave as well, going towards the kitchen to get a bite to eat.

"Who's turn was it to cook anyway?" Sniper asks as he and the others went towards the kitchen as well.

"It is Heavy's turn to cook!" Heavy said happily, cracking his knuckles.

"Ugh, can we please have somethin' else besides sandwiches?" Scout asks sourly.

"Tiny Scout will eat Heavy's sandviches, or Heavy will eat Scout for dinner." Heavy growled dangerously.

"Right! Got it! Oh boy, I can't wait for those delicious sandwiches!" Scout said in a suddenly eager tone, raising both thumbs up with a fake smile. Heavy seemed to accept this and enter the bases' living area. As Scout entered and lock the door with the fifteen various locks and deadbolts, he stopped at the sound of someone whispering right next to him. Looking around, Scout saw he was completely alone in the hallway, the sounds of far off chatter in one of the rooms farther down the way.

"That totally wasn't creepy..." Scout muttered as he walked to the dining area.

Darkenss Awakens

Ponyville, October 31st.

Cries of fright and joy echo throughout the night air above Ponyville. Fillies and Colts run to and fro from house to house, gathering candy and other goodies in their bags. Parents watch their children with smiles as the kids meet friends and go house to house. In the town center, the single and childless residents of Ponyville party to loud music provided by Vinyl Scratch. The costumes here were more risque and less innocent than the costumes of the younger residents. Ponies drank and danced as if there were no tomorrow, not having a care in the world.

Outside the eighteen and up party, Twilight, Applejack and Rainbow Dash were making the rounds with Apple Bloom, Scootaloo, and Sweetie Belle. Apple Bloom was dressed up as a crow, matching with Applejack's scarecrow costume. Scootaloo was decked out in a WWII style infantry outfit, the helmet coming down over her eyes, going with Rainbow Dash's costume of Commander Easyglider of the Wonderbolts. Sweetie Belle was dressed as a winter fashion model, much to her displeasure.

Rarity had practically turned Sweetie Belle into a living advertisement for her upcoming fashion line.

Luckily, it was only for tonight.

"Applejack, you were a scarecrow last year. You couldn't come up with a different costume?" Rainbow Dash asked.

"T'aint nothin' wrong with doin' tha same thing. 'Sides, ya'll had ta' borrow that there costume from Twi." Applejack countered with a smirk. "So don' come at me with not havin' any ideas." she added. Rainbow Dash grumbled a bit, the others all giggling.

"How much candy do you girls think you have?" Twilight asks the Crusaders.

"It's kind of getting hard to carry this thing around..." Scootaloo said, gesturing to the infantry saddlebags that were filled to the brim with various sweets. "Starting to hurt my back." she said with a wince.

"I'll take that for you, Squirt." Rainbow Dash said, taking the saddlebags off of Scootaloo and onto her own back.

"Granny Smith said I shouldn't get that much candy tonight. I gotta help with the orchards tomorrow." Apple Bloom said. Her own saddlebags had candy, but only one was filled about half-way with candy.

"I didn't get any candy because all the adults would do is gawk over Rarity's outfit!" Sweetie Belle said with a grumpy expression, looking to her empty saddlebags.

"It's okay Sweetie Belle, I'll share some of my stash with you!" Scootaloo said cheerfully. This seemed to have improved Sweetie Belle's mood a bit as she nodded in agreement.

"Okay Scoots, that sounds great!" she replied happily. Twilight suddenly stopped, looking to the skies above.

"Girls look, the moon!" she said. The other mares stopped beside her and looked at Luna's majestic moon as it hung in the night sky, the marble white replaced by a deep crimson.

"Whoa..." muttered Rainbow Dash in amazement as she lowered the aviators over her eyes.

"It's amazin' that it happened tonight..." Apple Bloom said as her eyes took in the sight before her.

"Kinda creepy, if ya'll ask me." Applejack said with a raised eyebrow.

"Hey, come on! Enough of the moon! I gotta go an offer my half to Nightmare Moon!" Scootaloo said, suddenly remembering the Nightmare Night tradition.

"Oh! Right! Come on girls! Can't forget tradition!" Twilight said cheerfully, leading the way to the statue of Nightmare Moon that resided in a clear section of the Everfree Forest. As they walked, the sounds of fireworks going off could be heard going off over town hall, filling the skies with a multitude of colors and shapes. Rainbow Dash stopped and watched as the display went off.

"Wow, Pinkie sure did a great job!" she said with a smile.

"She sure did! Come along, RD. Yer' fallin' behin'!" Applejack called with a small wave of her hoof. Rainbow Dash turned away from the fireworks and trotted back along side the group as they walked the path to the statue. The surrounding trees looked ominous and seemed to be closing in at some places, mostly because some of the trees were absolutely massive. Soon, the trees started widening out, opening up to a clearing. Right in the center of the small hill, a large stone statue of Nightmare Moon stood, depicting her in a rearing back stance. In front of the statues' base, evidence of other fillies and colts giving half their candy was seen in a large pile. Scootaloo approached the statue with Rainbow Dash, dumping the contents of one of her saddlebags onto the pile.

"There! Now we can go and party!" Rainbow Dash said with an eager smile. Scootaloo giggled at Dash's eagerness and trotted back with her to the group.

"Stay a while..."

Rainbow Dash stopped dead in her tracks, her ears swiveling around.

"Did...anyone else hear that...?" she asked, looking around.

"Hear what?" Twilight asked, tilting her head to the side curiously.

"Join us..."

"That!" Rainbow Dash said, looking at the others with slight panic in her eyes.

"Ah definitely heard a voice that time..." Applejack said looking around now also.

"Oh come on girls, it's just the wind playing tricks." Twilight said, trying to deliver a valid explanation to the spooked mares.

"Twilight, be serious. Do you feel any wind? Are the trees rustling? No. Something is out there..." Rainbow Dash said warily.

"Join...the family..."

This time, the Crusaders huddled closer to each other, their eyes looking about now also.

"Come on girls...let's get outta here..." Applejack said, turning and taking the lead. "AH! WHAT IN TARNATION?!" she yelled suddenly. The others all turned to see what happened and let out a scream of fright at the sight before them.

Standing on the path was a pony; or at least half a pony. The pony's features were too far rotten to determine sex, but the jagged remains of a horn show it was a unicorn. It's fur was a light purple, covered in pockmarks, slashes, and dirt. It's internals hung low and exposed from the belly, the upper half rotten away to nothing but torn ligaments and exposed bone. It's eyes glowed a dirty yellow, locked on the six mares before it. The only evidence of a past life was the torn remains of a cutie mark on it's right flank.

"Uhm...does anyone recognize the cutie mark...?" Twilight asks nervously, her mind starting to come undone by the lack of logic behind what was happening. Rainbow Dash squinted her eyes at the flank, trying to determine the torn symbol. Suddenly, she gave a gasp of horror.

"It's a stem of wheat! It's Forsythia!" she yelled.

"An' she's suppose ta' be dead..." Applejack said, her voice going quiet as fear started to grip her. But, before anyone else could speak, the rotting corpse let out an unholy roar and lunged for the mares, it's mouth a hyper-extended maw of teeth. The six mares all screamed in terror and scattered, avoiding the snapping hooves and teeth of the zombie mare. Regrouping, the six ran for their lives down the path, back towards Ponyville. In the surrounding darkness, more roars and glowing eyes could be seen as the ponies ran. Rainbow Dash picked up Scootaloo and carried her under herself, while Apple Bloom and Sweetie Belle rode on Applejack's back. The sounds of numerous hooves stomping through the foliage could be heard behind them as the opening to Ponyville rapidly approached.

"Put the lead out girls!" Rainbow Dash yelled as she sped ahead. Applejack and Twilight put as much of their strength as they could into running, not slowing down one bit. The mares tore into Ponyville, passing by the Library. Twilight suddenly stopped in front of the library.

"You five take shelter in the Library! I'll go grab Rarity and Pinkie and warn the rest of the town!" Twilight said as she panted, gasping for breath. Applejack and Rainbow Dash nodded and sped to the library, entered, then slammed the door behind them. Twilight's horn flared and she vanished...

...Reappearing in front of Vinyl's DJ booth.

What she then saw would forever scar her mind.

2Fort Oddity

When night fell on 2Fort, the two teams were busy having their little Halloween parties in their respective bases. Unlike the previous years, there were no axe wielding apparitions, no gigantic floating eyeballs, and no poor excuses for a dark wizard flying around and causing chaos.

Instead, a massive bread monstrosity was rampaging through the Blu base, killing and eating all it came across.

Red team all stood on the spot Sniper usually took during battle, and watched as smoke rose from the Blu base, followed by the screams of terror and agony from the nine Blu mercenaries.

"Should we go down there and help?" Heavy asked. The others all gave him a 'are-you-serious' look. Heavy shrugged simply and folded his arms as he watched the Blu Pyro be thrown out a window and into the water between the bases.

He didn't come back up.

"We dealt with that freak show four months ago. Let the Blu's handle it this time." Scout said as he turned around and went back inside. The others all looked at each other, giving shrugs and nods of agreement. One by one, they all turned and went back inside to the party.

All save for Spy.

Instead, he stood and flicked the blade of his Big Earner in and out of it's handle, a cigarette resting between his lips.

"Hey, Spy. Aren't ya' comin' in?" Engineer asked from the doorway.

"Nope. I am simply waiting for the fight to end so I can go in and investigate my earlier findings further." Spy said, his eyes never leaving the Blu base.

"Well...alrighty then..." Engineer said, returning to the others inside the base. Spy simply flicked his blade in and out in silence, waiting for the rampage across the way to end.

* * *

Once the bread monstrosity had decimated the Blu team and move on out of 2Fort, Spy had only five minutes before the Blu team respawned. Before leaving, he had grabbed Engineer with two teleporter toolboxes. The teleporter entrance was set up in Red base, and the others were instructed to enter it once the exit had been set up. Once inside the deepest part of Blu base, Spy had Engineer set the exit and enter the Blu's command center with him.

"Keep on your guard. It's only minutes until they respawn." Spy warned. Engineer nodded and kept his Lugermorph close by.

"So, what exactly are we lookin' fer?" Engineer asked, looking around the desk of a command terminal bank.

"Not looking for, listening for." Spy said simply as he approached the massive map display.

"Okay, what are we listenin' fer?" Engineer restated.

"The voices..." Spy said simply, looking over the map. As he looked, he began to realize that the locations marked on the map were not points of attack, but actually points of where the Blu's had also heard the voices, "Looks like I wasn't the only one to hear the voices..." Spy said as he grabbed a nearby clipboard and pencil, marking the locations down.

"We all are one..."

"Uh...Spy?" Engineer called, looking up suddenly from where he was sitting.

"I heard it too..." Spy responded, looking around. The air suddenly became more heavy, as a stench of some kind began to fill the air. In the hall outside, the sounds of active teleportation were heard, followed by the low voices of the other mercs. The first one to enter the command center was Medic as he cleaned his glasses with his lab smock.

"I'm honestly surprised zis part of zhe base vasn't totaled..." he muttered, looking about as he placed his glasses on. "And vhy does it smell of rotten flesh in here?" he asked suddenly.

"Ah was wonderin' what that smell was..." Engineer said with a groan of unease.

"Medic, have the other look around here. Look in the break room, upper offices, data recording, everywhere. I want to find where that voice is coming from." Spy ordered. Medic nodded and signaled the others to start looking around. Suddenly, there was an ear piercing collection of screams that rattled the air.

And as soon as it started, it stopped.

Demo poked his head in, wedging his pinkie into his ear. "What in the bloody hell was that!?"

Spy, Medic and Engineer all cleared their heads and looked at each other with unease.

"Help! Somepony, please help!" cried a young woman's voice.

Silence fell around the mercenaries.

"Uh, did Ah just hear a lady screamin' fer help?" Engineer asked simply.

"If anypony can hear me, we need help badly!" continued the woman's voice.

"It's comin' from that there speaker, Spy." Engineer said, pointing to the communications suite.

Spy went over and turned on the intercom microphone, the small red light showing it was ready to broadcast.

"Uh, hello? Can you hear me?" he asked warily. Silence followed the question for a short time. "Hello?" he asked again.

"Hello!? Hello!? Oh thank the Goddesses, somepony replied! Yes, who is this?" came the voice.

Spy looked to the other mercs that had now entered the command center, each of them giving the same look of unease and uncertainty. Spy looked at Medic, who simply gave a shrug.

"This is Spy. And you might be?" Spy asked.

"I-I'm Princess Twilight Sparkle. S-sorry if I sound nervous...things have been happening outside and I have no ability to stop it...my friends and I are held up in my library..." said Twilight, her voice cracking slightly.

"Can you please tell me what's been happening?" Spy asked, his voice rising with slight determination. The others all gathered around him, listening in as well to the speaker.

"My friends and I were out when this...thing...attacked us and gave chase! When we got back to town, I told my friends to hold up in the library while I got my other friends from a party...when I got to the party..." Twilight said, breaking down into tears on her end.

"Mademoiselle, please calm down. What happened?" asked Spy.

"Everypony was dead! Massacred, annihilated, wiped out!" Twilight screamed as she sobbed harder.

"Listen guy, you better get over here now! We're in deep trouble here! Now, can you help us or not!?" asked a new woman, this time the voice was slightly high-pitched.

"Am I the only one who's getting weirded out by this?" Scout asked simply. Heavy gave the back of his head a hard slap as an answer. Scout yelped and mumbled darkly under his breath.

"Well gentlemen, what do we say?" Spy asked, looking around at his teammates. The others took glances at each other, awaiting the answers. The silence stretched out longer than it needed to, which began to aggravate Spy. "Well?" he asked more firmly.

"Ah hell, Ah'm in." Engineer said with a firm nod.

"Da." Heavy stated simply.

"There better be some booze when I get there..." Demoman said with a readjusting of his pants.

"Jawohl!" Medic chirped.

"Right on ya', mate." Sniper said with a tilt of his hat.

Pyro let out a muffled 'I'm in!' through his oxygen mask.

"Screamin' Eagles!" yelled Soldier as he jugged his grenades.

"Hey! Easy there Nutso!" Scout proclaimed as he jumped away from Soldier's juggling. Spy met Scout's gaze and the Bostonian gave a sigh. "Alright, I'm in."

"Good. Mademoiselle Sparkle? Are you still there?" Spy asked through the microphone.

"Y-yes, I'm here. Can you help us?" Twilight asks, her voice slightly broken.

"We can help. Where do you need us?" Spy asks with a smile.

"I'll open a portal for you..." Twilight said, followed by odd sounds. In front of the world map, a shimmering appeared, then it expanded and remained open. On the opposite side, the sight of a homely library of sorts could be seen, illuminated by multiple candles.

"Wait, Spy. We need our stuff!" Scout pipped up, signalling that they were all weaponless.

"Zhe Blu's haven't vesponded since us being here. Ve can just take zheir items, zhey vill not miss zhem." Medic said. The others seemed to agree to his statement.

"Miss Sparkle, we will be there shortly. We're just going to get some things we are going to need." Spy said into the microphone.

"O-Okay...I didn't know there were going to be more of you..." Twilight replied simply.

* * *

After the mercenaries had loaded up on weapons and some minor cosmetics, they all regrouped in the command center and stood before the portal.

"Y'all ready?" Engineer asked as he clutched a Frontier Justice. The others all nodded firmly and Spy spoke up.

"We are coming through!" he called, spinning the barrel on the Diamondback he was holding.

"Okay! We'll clear some room! How many are coming through?" Twilight asks.

"Nine of us. You asked for the best help around!" Scout declared confidently.

"Nine? We're going to need more room. Rainbow, move that desk over. More...more...right there. Okay, that should be enough. You may come through now." Twilight declared.

The mercs of Red Team all looked at each other, making sure no one was going to back out at the last minute.

"This better not hurt...I can't lose me other eye." Demoman said as he checked the load of a Loch 'N' Load he grabbed from the Blu Demoman's weapon stash.

"We go! Zaryadka!" Heavy declared loudly, jogging into the portal. Medic was quick to follow after turning on his Quick-Fix pack. Demoman did a long drink from his scrumpy bottle as he walked into the portal. Pyro giggled insanely as he waltzed into the portal. Sniper removed his hat as he entered the portal, followed by Scout who took a drink from a can of Crit-A-Cola. Soldier marched professionally into the portal with Engineer, with Spy entering last, a cigarette burning between his lips.

Once Spy entered the portal, the portal sealed itself behind him, leaving the Blu command center empty once again. Both Red and Blu base sat empty, devoid of any life save for the occasional rat and the flock of doves in either Medic's offices. Suddenly, the Administrator's intercom crackled to life.

"Where have they all gone!?"

First Contact

To say that going through the portal was painless, is a major understatement. All the mercs went through the feeling of being pulled, shrunk, de-atomized, re-atomized, twisted, bloated, and constipated.

All at the same time.

On the opposite end of the portal, the mercs fell through and landed in a pile on a wooden floor. All of them groaned and curled up in pain and uncomfort as their senses slowly came back to them.

"Ugh...my head..." Scout muttered as he rubbed his temples.

"Oi! Where's me scrumpy!?" Demoman said, sitting up immediately and looking for his lost drink. "It was in me hand when I stepped in!"

"Stop whinin' about yer' drink, Demo! I got it right 'ere..." Engineer mumbled angrily as he readjusted his goggles and helmet,

"Vhere did ve end up?"" Medic asked as he shook his head clear of the disorientation.

"Uh, mates..." Sniper said, sitting on his knees, looking at their surroundings. "We have some company..." he added quietly. The others all slowly looked up with Sniper. The walls were adorned with a multitude of books, the shelves having been carved into the walls. The floor was solid wood; no paneling what so ever, with an age spiral twisting through the oak. A door and windows were present, showing that it was nighttime outside. A set of carved stairs curved up to a second level sat off to the side of the room.

However, despite the fact that the room was very homely, that didn't change the fact that the company sitting with the Reds, weren't exactly what they were expecting.

Sitting on the floor in a small group were ten ponies, all of various coloring. Some had horns on their head, while others had wings. Some lacked those two features all together, save for one. Their eyes were wide with fear and slight curiosity as they stared at the Reds. By the way they were shaking, it was obvious that they had been through an ordeal of sorts recently.

"Uhm...we're looking for the one named Twilight Sparkle." Spy said, standing up and brushing off the dust from his suit. The ponies all looked at Spy, taking in his height in features. Slowly one of the ponies, a lavender colored one with horns and wings, stepped forward.

"I-I'm Twilight S-Sparkle...are you Spy...?" she asked nervously.

"Oui. I am Spy, and these are my teammates." Spy said, gesturing to the slowly standing mercs. "Gentlemen, introduce yourself."

"Soldier!" said Soldier, giving a crisp salute.

"Scout. What's up?" "said Scout with a nod of his head.

"You may call me Medic." said Medic with a small curtsey.

"Tavish DeGroot. But I go by Demoman also. Want some?" Demoman asked, offering his drink with a smirk.

Pyro simply waved his hand, giving a giggle.

"I am Heavy Weapons Guy." said Heavy in a low tone.

"Dell Conagher; but y'all can call me Engineer." said Engineer with a tip of his hardhat.

"Mr. Mundy. But I'm known as Sniper." said Sniper.

"And together, we are Red Team." Spy said, finishing up the introductions. Twilight and the others behind her stared with amazement now, no longer scared of the new arrivals, although some still had a look of unease on their features. "What is it you need help with?" Spy asked.

"To put it simply? We got zombies running around outside." said a cyan pegasus. Twilight looked to the pegasus.

"Uhm, before we let them in, shouldn't we introduce ourselves?" she asked. "They went through the trouble of introducing themselves to us." she added. The pegasus rolled her crimson eyes and groaned.

"Fiiine. The name's Rainbow Dash. The uptight unicorn over there is Rarity-"

"I am not!" retorted Rarity with a scoff and scowl.

"The scarecrow is Applejack and the crow next to her is her sister Apple Bloom. The two next to Apple Bloom are Scootaloo and Sweetie Belle; her friends. The one cowering behind her mane is Fluttershy, and the passed out one is Pinkie Pie, and the mare with the crazy hairdo is Vinyl Scratch. And the baby dragon next to Pinkie is Spike. There, now you know us, can we please move on to more important things?" Rainbow Dash asked impatiently. Twilight scowled at Rainbow Dash.

"She's right though...as she said earlier, we have zombies running around the town. They...they tore apart the party at town hall..." Twilight said, her voice trailing off as images of the massacre flashed through her mind. "I found Pinkie Pie and Vinyl in the town hall, but Pinkie had passed out and so Vinyl and I carried her here. That was when I called for help." Twilight summarized.

"Short, quick, and to the point." Scout said with a nod. "Just how I like it." he added. Rainbow Dash gave a small smirk of approval at his statement.

"Do ya'll have any form of communication?" Engineer asked.

"I've had Spike send some letters to the Princesses, but they haven't responded back." Twilight said.

"How can he send letters when it's too dangerous out?" Sniper asked, raising an eyebrow.

"W-Well...as a dragon...I can use my flame to magically send letters." Spike said, letting out a small spout of his green flame.

"Interesting...a natural flame that can instantly send messages..." Medic said, kneeling down to Spike and scrutinizing him. Spike looked at him with fright and slowly began to back away.

"Easy Kraut, no experimenting on the locals!" Soldier said, pulling Medic away from Spike.

"So what do you want us to do?" Heavy asked, his voice low and rumbling.

"Well, if I'm not able to get in contact with the Princesses, we need to get to the train station and travel to Canterlot." Twilight said, going over the plan in her mind.

"How far is the station from here?" asked Engineer.

"It's across town." Applejack pipped up. "Right next to tha' town clock. But Celestia knows how many of them rotters are wonderin' around." she continued.

"We also don't know who else has survived." Twilight added in. "This kind of situation can make anypony snap and attack us." she continued.

"So we 'ave zombies an' insane ponies to watch out for while we trek across the town to get on board a train to go see some princesses." Demoman said. "Anyone else think this is too easy?" he asked with a chuckle.

"Bah, we've had worse. This'll be like a cakewalk."" Scout said confidentially. Over in the corner, Pinkie groaned as she stirred.

"Meh...who said cake...?" she asked, slowly opening her eyes. Her mane was somewhat flattened and a darker pink. "Oh...hi...welcome to Ponyville...I'll plan a party right away..." she said with a weak smile to the new arrivals. Medic went over to her and sat her up.

"Post-traumatic stress und fatigue. Ve're going to have to stay here for a vhile until she is able to move under her own power." Medic said, finishing his diagnosis of Pinkie Pie. Pinkie giggled a bit.

"You talk funny..." she said weakly. Her gaze shifted to Vinyl, who was muttering to herself and wringing her hooves. "Hey Vinyl...you okay...?" Pinkie asked, stretching out a hoof to the DJ.

"Huh!? Oh, yeah, perfectly fine! Nothin' to worry about here!" Vinyl replied with a nervous smile. "Can we please leave soon? I wanna check my apartment..." she added quietly.

"Once Pinkie is back in order, we'll leave Vinyl. Ah'm sure Octavia is fine." Applejack said with a encouraging smile. Vinyl smiled weakly and gave a shaky sigh.

"Alright. Scout, you go up to tha' roof with Sniper an' Soldier to recon tha' area; try an' find a clear path to tha' station. Heavy and Demoman, y'all two take the rear entrance. Twilight, if you'd be kind enough to take them there?" Engineer asked, looking to Twilight. Twilight nodded and gestured for Heavy and Demo to follow her into the kitchen. "Right then. Me an' the others will set up here in tha' main room with y'all and watch tha' windows." Engineer continued. "Medic, attend to tha' ponies; make sure they're all right." he finished.

"Jaowhl." Medic said with a nod, returning to Pinkie. "Herr Spike, if you could please go und grab some vater for miss Pinkie." Medic asked. Spike nodded and jogged off into the kitchen. He came back a minute later with a glass and full pitcher or water. "Danke." Medic said, taking the glass and letting Spike fill it. "Drink up." Medic said, passing Pinkie the glass. Twilight returned, watching the mercs split up to their assignments. She approached Spy and tapped his leg.

"Yes?" Spy asked.

"How long until we can go?" she asked.

"Once Scout and the others find a safe path to the station and your friends are well enough to go, we will disembark" Spy said. "Plenty of time to try and contact your princesses."

"Okay, I'll get started right away." Twilight said, trotting over to her desk, her horn flaring up and taking a quill as she began to write on a piece of parchment. Spy gave a sigh of satisfacation as he approached a window, taking a peak outside. The streets were occupied by a couple of shambling zombies, wandering as they looked for their next kill.

"Gonna be a long fight, ain't it?" Engineer asked. Spy nodded as he left the window.

"That it is." he said simply as he readied a new cigarette. He pulled out his lighter, ignited the cigarette and took a ling drag. With a long exhale, smoke left his nostrils and floated away.

"That it is."

Operation: "Choo Choo"

Ponyville, October 31st, 10:15 PM

"Got some news." Scout said as he hopped down from the second floor loft. not even bothering with the stairs. "Sniper says that there's a clear path to the station. Bad news is, there seems to be a horde developing at the town hall nearby. Could possibly move across our path while we're out there." he says, walking up to Spy. Spy lightly scratched his chin as he took this news into consideration.

"Is there any other routes?" Spy asks.

"Nada. Every other street is choked with brain eaters." Scout says with a small shake of his head.

"Hmmm...if there be no other choice, looks like we gotta take it." Engineer spoke up.

"I agree. Scout, tell the others to regroup here. We're going to go over the plan." Spy ordered. Scout nodded and bounded up the wooden staircase in two strides. As Scout left, Twilight entered from the kitchen.

"I heard you had a plan?" she asked Spy.

"Oui. I require of you and your friends to be in attendance also." Spy said.

"Okay, I'll go tell them." Twilight said with a small smile as she trotted down a conjoined hallway. A couple of minutes later, Twilight re-entered the library with her group in tow. Pinkie Pie was being carried cradle-style in Medic's arms, still looking a bit weak. Medic approached a chair and put Pinkie in it, turning to rejoin his team.

"Thank you Mister Medic!" Pinkie said with a small cheer, trying to return to her old self. Medic gave a smile and a nod and joined the other at Twilight's desk.

"So, vhat iz zhe plan?" he asked.

"It's simple really, nothing special. Miss Sparkle, if you would please find us a map of your town?" Spy asked.

"Oh, sure! I have one around here somewhere..." Twilight said as she began to search through drawers and cabinets. By this time, Soldier, Sniper, Scout, Heavy, and Demoman all entered the room and joined at the desk on one side, while the ponies all stood on the opposite side of the desk. Twilight gave a small cheer of discovery and trotted over to her desk with the map in a field of telekinesis. Using her magic, she unfolded the map and spread it out over her desk.

"Thank you. Now gentlemen, we are here," Spy said, pointing to the area labeled 'Golden Oaks Library'. "The station is here." he continued, taking his finger and pointing to the area labeled 'Train Station'. "Between us and our goal is the entire undead population of this town. What I had in mind was this: Demoman, Sniper, Heavy, Soldier, and Scout. You are the Advanced Team. You are to attack and wipe out the undead on our way there." Spy said, connecting the Library and the Train Station with his finger to show the path. "Pyro, Engineer, Medic and myself will be the Rear Team. We shall escort Miss Sparkle and her companions through the path the Advanced Team cleared." Spy continued, repeating the precious motion of action. "Once the Advanced Team is there, you shall clear the station. Miss Sparkle, how long until the train arrives?" Spy asked, looking to her.

"This late? About ten forty-five. After that, the train doesn't arrive until seven in the morning to start a new round." she says.

"Uhm, may Ah say somethin'?" Applejack asks.

"Go ahead." Spy permitted.

"Ah'd like ta' go with tha' Advance Team. Help clear tha' way." she said.

"Yeah, me too! I can help keep the skies clear. There's bound to be zombie pegasus." Rainbow Dash said, putting her hooves on the tabletop.

"Advance Team. Are you alright with this?" Spy asked.

"Aye, it'd be nice to 'ave someone cover us from above." Demo said with a nod.

"Alright then. Applejack and Rainbow Dash, you're part of the advanced team." Spy said with a nod. Applejack and Rainbow Dash gave a nod and small smirk.

"Are we agreed on the plan?" Spy asked.

"W-what if we c-come across survivors...?" Fluttershy asked quietly.

"We'll be the first to see 'em, so we'll tag 'em along with us." Scout said.

"O-Oh good! I'd hate to leave somepony behind." Fluttershy said with a small smile.

"So, we are agreed?" Spy asked again.

"What about provisions?" Rarity asked, raising an eyebrow.

"Ah have a device that gives supplies." Engineer said, hefting up his dispenser kit. "Ah can modify it to accommodate all ya'll needs. Set it up once we're all on the train to tha' capital."

"I'll ask again. Are we-"

"WE NEED A NAME!" Soldier barked suddenly, making everyone jump as he slammed an open palm down on the table. "Everyone knows a good mission need a good name!"

Spy pinched the bridge of his nose and sighed. "And what is it you had in mind, Soldier?"

"Operation: 'Choo Choo'." Soldier said with a grin under his helmet.

"I like that name!" chirped Pinkie Pie from her chair. Her features had seemed to brighten up, her mane and tail somewhere between flat and frizzed out.

"See? The pink one agrees with me!" Soldier said.

"Ugh, fine. We'll call it Operation: Choo Choo! Now, are we all agreed on the plan!?" Spy said, his temper starting to rise.

"Agreed." chorused everyone together.

"Good. Now let's get this impending disaster under way..." Spy grumbled under his breath as everyone left to get ready to leave.

* * *

All was silent in the Golden Oaks Library. Engineer's dispenser hummed as it spat out extra weapons and ammo for the Advanced Team. Twilight was speaking to Engineer about how he designed his machines and how they operate; greatly interested in what he had to say. The Advanced Team were loading ammo into their weapons while standing by the door. Soldier was fitting on a pair of Gunboats to the bottoms of his boots by the staircase. Once he was ready, he ran up the stairs with a Direct Hit slung over his shoulder along with his Buff Banner.

"Once Soldier gives the signal, Advanced Team will storm out and begin clearing. When Soldier gives the second signal, we'll be right behind you." Spy said to the mercs by the door. They all nodded and turned, to the door. Scout took a grip on the door knob and waiting for the bugle. Heavy gave a small grumble as he switched the safety off on his minigun. Demoman took a swig of scrumpy, singing a small drinking song. Sniper was busy sharpening his Tribalman's Shiv with a small whet stone. Rainbow Dash and Applejack were preoccupied with stretching their limbs and popping their necks, ready for the fight ahead. As for the other ponies, they were all grouped up together, being counted by Medic as he took down a list.

Silence lingered in the air as they all waited for the first bugle call.

Soldier stepped out onto the highest balcony of Golden Oaks and scanned the ground below. He watched as the undead milled about in the streets below. Taking off his Buff Banner, he flipped the satchel flap and removed a dented bugle from with in. Wetting his lips, he brought the instrument up...

...And blew a mighty call to battle.

"CHARGE!"

Path of Carnage

"CHARGE!!"

In a blur of motion, Scout ripped the door opened, allowing Heavy, Demoman, and Sniper to charge out, each of them letting out a war cry. Heavy's minigun revved up and began laying a wall of lead down on the zombies as they turned and began to charge the new prey, unholy roars tearing out of their bloody throats. Demoman's Loch-N-Load spat out two grenades, blowing massive holes in the rapidly developing horde. The Scotsman laughed maniacally as he ran, firing and reloading with the speed of an ordinance expert. Heavy fired bursts and long periods of fire, occasionally bashing a charging zombie with the barrel of Sasha. Sniper was a blur of movement as he dodged and jumped over the zombies, his Tribalman's Shiv slicing into the undead flesh like butter. Scout ran along the rooftops, firing his Baby Face's Blaster into the horde as he jumped from building to building. Rainbow Dash and Applejack turned into a tag-team of Equestrian fury, their hooves bashing into rotting skulls and torn bodies.

A second bugle call rang out.

The Rear Team stormed out of the library with the ponies in tow. Soldier jumped from his balcony, landing and sprinting after the Advanced Team, firing his Direct Hit and reloading after each shot. He soon joined the Advanced Team as they entered the inner town limits, blasting the undead to chunks.

"Keep up with us!" Engineer called to the ponies as he ran. The group of ponies ran for their life, the younger ones being carried by their guardians as to not have them fall behind. As they two teams entered the town itself, the smell started to become unbearable; the stench of a hundred fresh and rotting corpses combining into one nose killing smell.

Even Pyro was choking on the air as it passed through his masks' oxygen filter.

"That is the most foulest thing I have ever smelled! And I thought Sweetie Belle's cooking was awful!" Rarity called out. Sweetie Belle let out a small sound of resentment, but immediately went quiet when a zombie earth pony tried lunging for her. Luckily, Spy's revolver blasted a hoof sized hole into the zombies' head, dropping it.

"Yo guys, we're halfway through." Rainbow Dash said, her features bloodied and caked in blood.

"Goodness Rainbow! Are you alright?" Rarity asked, shocked at her appearance.

"Yeah, I'm fine. I'm gonna need a wash right after this though." she replied with a small chuckle, looking at her blood caked hooves. She swooped away, returning to the others as they blasted the undead away.

"Keep up. We're passing town square now." Spy said to the group. That seemed to put a little more adrenaline into all their bodies as they remembered the possibility of a horde rising from the town center party. Up ahead, the Advanced Team was being held up by a small horde.

But the horde was facing away from them.

Flying from the very center of the horde was the decapitated head of a earth pony mare, landing with a sickening plop.

"What in tarnation is going on?" Engineer asked, running up to the Advanced Team.

"No clue. We turn the corner 'o there and see this pony goin' absolutely mad!" Demoman says, pointing to the horde. "Next thing we know, 'e's takin' on thirty 'o them by 'imself!"

From the horde came the maddening cackle of a stallion as he tore through the ranks of undead. When the last zombie fell, the stallion was finally revealed. He was normal sized, nothing outrageous like Buff Biceps. His fur was a toffee colored, with a head of chocolate and caramel for a mane and tail. He wore black framed glasses and wore a khaki vest. His cutie mark was a silver toaster with an hourglass in the middle of it. But the most interesting feature of this pony was what adorned his back.

Stretched out and dripping with blood were a pair of mechanized wings. The 'feathers' matched the bucks' fur color, while the metal was a polished silver, streaked with the crimson of blood as it ran off him. His chocolate eyes turned and spotted the nine humans and ten ponies.

"Oh! Hi there! Guess you saw that, huh?" he asked with a slight grin.

"Uh...yeah...who are ya'? Never seen you around before." Applejack said.

"Oh, the name's Timeless Toaster. I just moved into town not too long ago. I'm uh...actually on an assignment by orders of Princess Celestia." Timeless said, giving a meek smile and a nervous chuckle as he rubbed the back of his head with a hoof.

"Princess Celestia? You've had contact with her?" Twilight asked.

"Not since yesterday. I tried getting a letter to her when things went down, but my dragon hasn't returned." Timeless said, looking to the skies above for a moment.

"You have a dragon also?" Fluttershy asked curiously.

"Yup. His name's Tulvir. Speedy little bucker." Timeless said. As if on cue, there was a harmonious call in the night sky above. One of the gray clouds above was punctured, dissipating it. "Well I'll be damned. Here he comes now." Timeless said with a smile. With a whoosh of speed, a white blur sped by the group, turning up and banking to the left. It completed the turn and shot right for Timeless. "Tulvir. Heel." Timeless said. The white blur slowed, revealing a Chinese style dragon with scales white as frost. It's wings were equal to a Pegasus wingspan. Long twin whiskers hung from its' snout, while its' eyes were emerald green. The dragon chirped a bit and landed on Timeless' back, wrapping its' body around his torso. Fluttershy gave a gasp of amazement and wonder as she stared at Tulvir.

"This is Tulvir. Nice of you to join us." Timeless says, reaching into one of his khaki vest pockets and producing a small amethyst. Tulvir looked at gem and took it into his mouth, chewing on it happily.

"Not to be rude, but we do need to continue on our way. I'm surprised the undead haven't attacked during this little meeting." Spy said. "If you'd like, you can come with us. We're heading to the train station and going our way to Canterlot." he offered.

"Sure, why not. Lemme just go tell the others." Timeless said, starting to turn away.

"Others?" Rarity asked.

"Yeah, I ran into miss Cheerilee and her students. They were held up in Sugar Cube Corner with the Cakes." Timeless said.

"The Cakes!? Oh please tell me the babies are all right!" Pinkie Pie said in a worried tone.

"Yeah, they're all okay. I'll be right back." Timeless said, trotting away.

"Well, set up a perimeter. Engineer, a Sentry will be of great help." Spy said. Engineer nodded and opened his PDA, starting on constructing the sentry. As the other mercs fanned out and secured the area, the ponies all remained in a small cluster, keeping an eye out on the areas the mercs missed. About five minutes later, Timeless came trotting back with Cheerilee, the students, and the Cakes in tow. Pinkie Pie immediately rushed to Mr. and Mrs. Cake, embracing them and the kids in a crushing hug. Cheerilee and the students were all dressed up for Nightmare Night, but some of the costumes were torn up or dirtied. There were only about six students with Cheerilee, all of them with wide eyes from past trauma.

"Great, more to watch for..." Scout muttered. Heavy once again smacked the back of Scout's head with a large hand.

"Alright, let's roll." Timeless said with a smile.

"Alright then. Advance Team, continue on. Everyone else, and new comers, we will explain who we are once we're on the train." Spy said. Everyone nodded, some looking at the mercs with fright and worry on their faces. Immediately, the Advance Team took off, hunting for more zombies to eliminate. The rear team took a couple of minutes to count the new arrivals and get them listed on Medic's list, then took off after the advance team.

* * *

After another twenty minutes of running and slaying zombies, the large group soon came up to the train station. The Advance Team stormed into the station, followed by the sounds of gunfire and minor explosions. Afterward, Scout poked out from the station's entrance and waved the second team forward. The mercs and ponies all filed into the station, sitting down in chairs or on the floor.

"Well, that went well." Demoman said with a small chuckle.

"Now we just wait for the train." Twilight said, as she stood up and trotted to the platform, looking down the line.

"Everyone get your rest. We may be here a bit." Engineer said, setting up a Dispenser. The machine self built and started to hum as it began giving bottled waters and packages of peanuts. A line started to form as Engineer gave out peanuts and water to the ponies and mercs.

"Here, allow me to take attendance..." Medic said, looking to his clipboard. "Hmm...Cheerilee?" he called. Cheerilee raised a hoof in response. As Medic took roll, Spy approached Twilight and stood on the platform with her.

"Are you alright?" he asked, lighting a cigarette. Twilight nodded and gave a heavy sigh.

"I'm just terrified by what's been going on. I hope that Canterlot is okay and that the Princesses have an answer as to what is going on." she said, looking up to Spy. "Thank you for getting us here."

"Think nothing of it. We do our best." he said with a smile. The smile dropped as the sounds of something rumbling along the lines could be heard.

"Oh, that's the train!" Twilight said with a smile as she leaned forward to look down the line. Smoke could be seen behind a hill, growing closer as the train approached the hill. Spy sniffed the air.

"Do you smell something burning...?" he asked. Twilight sniffed the air too and raised an eyebrow.

"I...yeah...what's it coming from?" she asked. Suddenly, the train crested the hill.

On fire.

As it came down the hill, the train burned brightly, racing towards the station. Twilight gasped at the sight, but was yanked back by Spy as the train surged past the station. The train cars were bright lanterns of fire, the sight of burning corpses hanging out of the windows at various intervals. As quickly as it came, the train vanished from sight, leaving the smell of burning flesh and wood in its wake.

"Well shit." said Timeless simply. Spy and Twilight looked to him as he stood on the platform with a face of 'Well shit'.

"Now what...?" Fluttershy asked, her voice starting to crack as tears threatened to fall down her cheeks. Rainbow Dash went to her and hugged her, trying to keep the shy pegasus calm.

"Well, if I know Equestrian railways, which I don't, there should be a second engine around here. Probably in a shed or something." Timeless said, rubbing his chin with a hoof as Tulvir chirped.

"Well, there is the Ponyville Railway Museum nearby. Miss Cheerilee took us there for a field trip one day." Snips said with a small smile. "I remember there being a big train there still on the rails. The rails led out to a connector down the way a bit."

"Very good Snips!" Cheerilee praised. Snips's smile grew a bit more.

"Are there passenger cars we can use?" Sniper asked.

"Yeah! There's these fancy ones that the big train used to hook up too." Snail said with a lazy smile.

"Well, looks like the field trip was useful after all..." Cheerilee said with a small smile.

"Alright then. Looks like we're goin' to tha' museum." Applejack said.

"Aucun. Heavy and Engineer will go to the station and retrieve the train. We will stay here and wait." Spy said, gesturing to Heavy and Engineer. The two nodded in response.

"Heavy used to shovel coal into camp trains. Keep them warm and ready to go." Heavy said, hefting his minigun as he and Engineer left the station.

"In the mean time, we shall set up a defense in the event of more zombies. Gentlemen, go find somewhere to be. Medic and I will stay here with the ponies." Spy continued. Demo, Pyro, Sniper, Soldier and Scout all nodded and split up to various points around and inside the station.

* * *

Two and a half hours passed since Heavy's and Engineer's departure. Outside, there was the occasional roar of undead through the night air nearby, but a shot from Sniper would silence the culprit. Suddenly, there was a heavy chugging on the train line.

"Train incoming!" Sniper called from the roof. The ponies and mercs all stood up and gathered at the train station, watching as the black behemoth of a train lumbered into the station with a single train car hooked up to it.

"Choo choo babies! All aboard Heavy Express!" Heavy called from the driver's cabin, a train engineer's cap adorning his head. Engineer stood on the exterior entrance to the train car, wearing a conductor's hat.

"Step on, if ya' would. One at ah time, please. Pick ah seat an' we'll be under way shortly. Hey, stop ya'lls bickerin' over there Crusada's. Ah don' care if they started it, Ah'm endin' it." Engineer said warily. The Crusaders had gotten into an argument with Diamond Tiara and Silver Spoon over which seats they were going to take. Cheerilee giggled and smiled at Engineer.

"Thank you sir, but I can take care of them."

"Not ta' intrude ma'am. Just can't be havin' the youngin's arguin' over tha' smallest thing." Engineer said with a chuckle. Cheerilee nodded in agreement and went to sit with her students. Once the ponies and mercs were all seated in the plush seats, Engineer rang a small bell to signal that they were ready.

"Choo choo! We go now!" Heavy yelled happily as the train leapt forward, the wheels spinning to catch the rails. Once the wheels caught some traction, the train began to pull away from the station, carrying the survivors to Canterlot.

The Heavy Express

The black locomotive rumbled along the rail lines at a steady speed. Heavy was busy in the drivers' cabin, shoveling coal in to keep the steel behemoth warm and happy with a small smile on his face. As for the others, they were enjoying a luxurious ride in the only train car attached to the engine. While ponies some were getting a small nap, others were talking idly amongst themselves, taking glances at the strange creatures that had helped them escape a horror show. Scout and Rainbow Dash were bickering back and forth, trying to claim that one was faster than the other, or telling stories of how fast they went once. Most of Scout's stories fell short after Rainbow Dash told him of the time she pulled off a sonic rainboom for the first time.

Twilight and Engineer were talking about science and technology in the front of the train car, giving each other tips and advice on their theories and algorithms. Much to Twilight's surprise, most of Engineer's algorithms matched hers exactly on the topic of arcane sciences. Applejack sat nearby, not really taking part in the conversation, but mostly listening to Engineer talk. She held a small smile as she listened to his voice.

"Looks like somepony has a crush~" Pinkie Pie said in a low, sing-song tone. Applejack spun around to the party mare, a blush erupting over her cheeks.

"A-Ah do not! Ah just like his voice..." she mumbled quietly. Pinkie giggled behind a hoof and patted Applejack's shoulder.

"It's okay Jackie! I won't tell anypony!" she said, bouncing away to group in the back of the train car. Applejack sighed a bit and turned back to the conversation, her blush slowly vanishing from her cheeks. As Pinkie bounced closer to the group, she passed by Medic, who was wrapping Cheerilee's leg in some gauze.

"Zhere, all fixed. Just try und stay off it for a bit." Medic said, looking at the teacher.

"I just can't believe I didn't notice it was sprained." Cheerilee said meekly. "It's a good thing this is your profession." she added.

"Adrenaline und a sense of determination can block out any pain." Medic replied simply.

"I can't thank you enough. How are the kids?" Cheerilee asked, looking to the group of napping students.

"Most of zhem are fine. All of them have been through trauma und may need to see a psychologist. Vhere vere zhey vhen zhe attack happened?" he asked Cheerilee.

"We were visiting the concession area of the town square party. We had stopped by the Sweet Apple Acres stand to buy some small snacks, when we heard somepony scream. We figured that somepony had gotten spooked and ignored it. But when this crazed mare tackled Big Macintosh out of nowhere..." Cheerilee trailed off, her features going pale as flashbacks of her coltfriend being attacked and devoured ran through her mind.

"Frau Cheerilee, stay vith me." Medic said, snapping his fingers a bit. Suddenly Cheerilee lunged for him, putting her hooves on his shoulders. Her eyes were wide, the pupils shrunken, full of fear.

"Promise me." she said quietly. "Promise me you'll protect them if I'm finished off..." she continued quietly. She stared long and hard into Medic's eyes, pleading him to promise.

"I-uh, I...I cannot promise anyzhing...but I vill do mein best to keep zhem alive." Medic said solemnly. Cheerilee smiled a bit and back off from Medic, laying down on the bench.

"Thank you." she said simply. Medic nodded and stood up, closing his medical bag.

"Anybody else who needs assistance?" he asked. The mercs and ponies all looked up and shook their heads in response. "Good." he said simply, sitting down on an empty bench and staring out the window. On the horizon, a large mountain loomed over the lumbering train. "Fraulein Sparkle. Vhat iz zhat mountain?" he asked. Twilight trotted over to the windows and looked out, a smile forming on her lips.

"It's Mount Canter! We're close to Canterlot!" she said, staring at the capital city that jutted out from the face of the mountain.

"Ah'll be. Ya'll certainly know how to build cities." Engineer said as he started out the window also. Soon, the mercs and ponies were all staring out the windows to the capital city. Soon, the train rounded a corner and approached a tunnel at the base of the mountain. Heavy pressed a button and the engine's light sparkled to life, illuminating the dark tunnel.

Only to have thousands of eyes reflect back in the darkness, an unholy collection of screams unifying into one terrible shriek as the train approached.

"Trouble on tracks!" Heavy yelled over the train's intercom. When the engine entered the tunnel, it meet a river of rotting flesh and hungry maws. The cow catcher on the front of the engine split the rotting river like a plow through fertile soil. Zombies were swept aside in an unending wave, some being dragged under the engine and crushed to a bloody pulp as the train sped along. As the train climbed the dark tunnels inside Mount Canter, it would often plow through horde after horde of undead. As the train crested the final curve in the mountain, the exit could be seen, leading to the Canterlot train station. "We're almost there." Heavy announced over the intercom. As the train began to slow down, Twilight looked out the window at the Canterlot skyline.

The skyline was devoid of light. The tall spires stood like tombstones over the smaller buildings of Canterlot. Smoke was rising from a point in the back of the Royal Castle.

The sight put Twilight's heart into a vice grip of fear and worry.

"It looks..." she began.

"Empty." Soldier finished. Twilight looked at the merc in surprise. His jaw was set forward, his lips holding a small sneer, the brim of his helmet hiding the possible rage in his eyes.

"We can only hope your leaders are safe." he said simply, turning away from the window. Twilight turned back to the skyline just as the train came to a steady stop. With a hiss of air, the train whistle blew to announce its' arrival to any survivors.

"We're here." Spy said, his face set with grim determination. "Come, we shall disembark and make our way up to the castle."

"Can we stop by the Eastern End first?" Vinyl asked suddenly. "I...I want to make sure Octavia is okay..." she said.

"Fine. Scout and Soldier, go with...Vinyl, was it?" Spy asked. Vinyl nodded in confirmation. "With Vinyl to her home. As for the others, you go with us up to the castle. We need to find refuge for the civilians." Spy said. Scout and Soldier nodded, leaving with Vinyl.

"And what about me?" Timeless asked, approaching Spy.

"You? You go with the civilians, of course." Spy said simply.

"Afraid I can't." Timeless said simply. He pointed to a small patch on his khaki vest. It was a white circle with the silhouette of an alicorn spread eagle in front of a rising sun. "Part of the Celestial Dawnguard. I got with you and your team and report to Princess Celestia; if she's alive that is." Timeless said simply. Spy gave a small sigh.

"Fine. You can go with us. Engineer, Pyro, and Demoman. You three go with the civilians. Try and find a community center to hold up in. Heavy, Sniper, and Myself will go with Twilight and Timeless up to the castle." Spy ordered.

"Whoa whoa whoa there buddy. If Twilight goes, we go also." Rainbow Dash said with a determined stomp.

"Always 'ave. Never went without 'er. 'Cept that one time with tha' mirror." Applejack said. "Princess said we'd disrupt some sort of cosmic balance in anotha' universe." she continued.

"Fine. You six, stay close to us then. We don't need to be loosing you." Spy said. The Mane Six all nodded together and left the train with Spy and Sniper. When they passed by the engine, Heavy was busy finishing off the zombies that had gotten stuck in the train's cow catcher. Sniper whistled for Heavy to come along. Heavy hefted his minigun and joined the mares and two mercs as they left the station and stepped onto Mane Avenue.

As the three groups split off into Canterlot, each became overwhelmed by the sense of being watched.

Author's Note

Not as action packed this chapter, sorry.
But I hope you enjoyed it!

Recovery (Vinyl, Scout, and Soldier)

Canterlot, 12:16 AM

It was quiet.

Too quiet.

Canterlot sat in a state of silence, equal to that of a graveyard. There had been definite signs of panic and retaliation in the streets; discarded pikes and spears used by the Royal Guards along with some forgotten helmets, over turned side stands and signs from a panicking population.

A forgotten pony dolly, possibly dropped by a little filly in the panic.

"Jeez, this place is givin' me the creeps..." Scout mumbled as he walked beside Soldier. Vinyl was ahead of them, stopping every now and then at a distant sound. Soldier mumbled in agreement as he scanned the area from beneath his helmet brim. The street was dark, only being illuminated by Luna's moon as it hung in the night sky. The lack of light or signs of life from the surrounding buildings only added more to the creep factor. "Are we there yet?" Scout called ahead.

"Yeah, it's around this corner..." Vinyl called back, her sunglasses hiding the look of worry in her eyes. As they rounded the corner, evidence of evacuation was present. Windows were shattered, with various belonging on the ground, some broken from the impact. Papers littered the ground, some flapping in a low wind that came through the street. "Oh jeez..." Vinyl whined slightly, picking up her pace as the three came up to an apartment complex.

The sign hanging beside the door was slightly askew as it read Canterlot Heights.

"Oh jeez..." Scout muttered as he scrutinized the sign. Not only was it askew on its mountings, but its pristine white pain had been covered over by a large amount of blood. Without a single word, Vinyl barged into the building's lobby, leaving Scout and Soldier behind.

"After her! Gotta protect the civilian!" Soldier called out, running in after Vinyl with Scout on his heels. Ahead of them, the sounds of rapid hoof falls could be heard ascending the stairs. Scout zoomed by Soldier with ease as he began taking the stairs four at a time. Soldier blundered up the stairs in pursuit, only taking them two at a time as he tried to keep his helmet on his head. When they had reached the fourth floor, Vinyl could no longer be heard running up the stairs.

"Oi, pony! Where'd ya' go?" Scout called as he breathed heavily, leaning against the doorway for support. Ahead of them, the hallway was a solid darkness, giving an ominous feeling as it invited Soldier and Scout in. "I ain't goin' in there. Nope. No way." Scout said simply.

"What's wrong Squirt? Afwaid of tha dark?" Soldier jeered with the snicker. Scout scowled at him and turned his gaze at a Emergency Provisions box mounted to the wall.

"Hey, lookie here." Scout said as he swaggered over, unlocking the boxes' clamp. The lid fell forward and revealed a small medical kit, along with some flares. "Good, now we can see." Scout said simply as he tossed soldier the medical kit, while taking the four flares in the box. With a twist of the cap, the flare sparked to life and hissed as light poured from it. Giving an underhand toss, Scout tossed the flare down the hall and raised his Baby Face's Blaster to his shoulder. The light traveled through the hall, the red light giving the dark hallway a more ominous feeling. Some of the apartment doors were wide open, leading into empty apartments.

Suddenly, sobbing could be heard from one of the rooms.

Scout and Solder's heads perked up, turning to give each other a nod. Jogging forward with their weapons raised, they came up to the last apartment on the floor. The sobbing was more clear in the dark apartment, a faint mote of light coming from within.

"Go in and clear it..." Soldier said quietly. Scout nodded and opened the door further, stepping in and panning his shotguns' barrel from side to side. The faint light came from an conjoining hallway. The living room was destroyed; the couch was turned over and torn apart, along with the glass coffee table, laying in shattered ruins. Scout and Soldier moved past the ruined living room and proceeded down the hall, keeping their senses alert.

"Vinyl? Ya' in there...?" Scout asked cautiously as they approached the room at the end of the hall.

"G-Get in here...guys..." Vinyl choked through tears. Soldier stepped forward and entered, his jaw dropping with a small gasp. Scout followed in and frowned, slightly saddened by the sight.

"Ah crap..." he mumbled, stepping past Soldier. Vinyl was sitting on the bedroom floor beside a disheveled bed, holding a gray earth pony mare with black mane and tail in her forelegs, a treble cleft adorning her flanks. Blood caked a portion of her face, originating from a large gash across her forehead. Vinyl had removed her sunglasses prior to their entering, revealing her bright red eyes as tears streamed down her face.

"She barely has a pulse..." Vinyl said quietly.

"Has she been bitten?" said Soldier, asking the obvious question. Vinyl shook her head in response.

"I checked her over...but she hasn't woken up since I found her..."

"Well, we gotta patch 'er up before we can get rollin'. Soldier, med kit." Scout said, slinging his shotgun and taking the medical kit from Soldier. He knelt down across from Vinyl and cracked open the kit, taking out a roll of white gauze wrappings. Breaking the rolls' seal, he placed the start of the roll on the gash, giving a small grunt of disgust as the blood met his fingers. As he began wrapping Octavia's head in the gauze, Soldier departed the room, saying something about looking for food in the kitchen. At that moment, Octavia groaned as she began to wake up.

"Octy? Octy! Wake up!" Vinyl said, bringing the mare closer to her chest.

"V-Vinyl...?" Octavia asked quietly as her lavender eyes opened, looking up to the DJ.

"It's okay Octy, I'm here with some friends. We're gonna get you outta here..." Vinyl said as her behavior began to calm down, relieved that her marefriend was alright.

"Friends...?" Octavia croaked, looking to her right. When her gaze met Scouts', she jerked back a bit in fright, her eyes widening slightly.

"Nice ta' meet'cha. Name's Scout. Can ya' hold still? I'm almost done wrappin' your head." Scout said with a small smirk as he came near the end of the gauze wrappings. Octavia's jaw opened and closed a bit, trying to figure out what to say to the alien patching her up. When Scout came to the end, he reached into the medical kit and produced some white medical tape. Ripping two pieces from the tape roll, he attached them to the gauze wrappings to secure them. "There. All fixed. Hey Soldier, you find anything?" Scout called.

"I found some bread!" Soldier said, poking his head into the bedroom, his arms full with loaves of bread. Octavia began to stutter at the sight of a second alien in her bedroom. Soldier noticed Octavia and gave a crooked smile. "Hello ma'am! I found some bread!" he said, gesturing to the bread he was holding. Unsure of what to say now, Octavia simply nodded her head with a confused look on her face.

"And so you did..." she said simply, looking to Vinyl who gave a shrug and small smile.

"Can ya' tell us what happened?" Scout asked. Octavia looked at Scout as she tried to remember what happened earlier.

"I...I don't exactly remember...there was this...fog outside. Some Royal Guards were out on a patrol outside the apartment. I could hear them complaining about the fog. Then..." Octavia trailed off, wincing as pain shot through her head. "Ow...ow...Uh...there was a scream from one of the guards...I looked out the window to see what was going on...and I saw a group of...well there's no other way to describe them; zombies attacking the Guards. It only took them five minutes to disarm and infect the Guards. Next thing I know, the air raid alarms began to wail, signalling the population to evacuate. I was about to leave the apartment...and there was a zombie buck standing there. I didn't even get a chance the scream as it lunged at me, driving me back into the apartment..." Octavia said as tears began to roll down her cheeks.

"It's okay Octy, take your time..." Vinyl cooed.

"E-Everything happened so f-fast! It chased me into the bedroom, a-and I threw the lamp at it. It dodged the la-lamp and tackled me into the n-nightstand. My forehead caught the table's edge and I blacked out...t-then I woke up to you three..." Octavia finished, struggling to keep her demeanor calm. But her ruse failed as she began to wail, curling into Vinyl's chest and crying.

"Shhh...shhh...it's okay Octy." Vinyl said, hugging the crying mare.

"I-I was so scared Vinyl!" Octavia wailed. Scout and Soldier looked at each other, giving a simple shrug.

"Look you two, I hate ta' be the bearer of bad news, but we gotta go." Scout said, standing up. "Are you good to walk?" he asked Octavia.

"I-I believe s-s-so..." she said, freeing herself from Vinyl's hold, attempting to stand on shaky legs. Vinyl stood with her, keeping Octavia at her side in case the mare fell. "I'm not a f-filly Vinyl...I'll be fine..." Octavia retorted gently. Vinyl gave a snicker and stepped aside a bit more, giving the mare room. After a couple of calming breaths, Octavia regained her composure, getting her legs to stop shaking. "Okay, I'm good..." she said quietly.

"Then let's go. Where did Spy said to meet them?" Soldier asked.

"That fancy castle up north." Scout said, as he unslung his shotgun and held it low. "You know how to get there from here?" he asked the two mares.

"I could help lead the way..." Octavia said, looking to Vinyl. "I often make a yearly trip to Canterlot Castle to preform at the Grand Galloping Gala with my ensemble." Octavia informed them. Her face suddenly dropped in horror as a thought ran across her mind. "My ensemble...oh what of my ensemble!? Did they get out of the city? Are they alive?!" Octavia said, panic quickly taking hold of her.

"Whoa, whoa, easy there little lady. I'm sure they're somewhere safe." Scout said, attempting to calm the panic stricken mare.

"How can you be certain!? I don't even know you or your friend! For all I know, you could be lying to my face!" Octavia retorted, her panic quickly changing to anger.

"Octavia! These guys, along with their friends, saved me and so many others from the attack on Ponyville! He's not lying!" Vinyl responded, grabbing Octavia by the shoulders and shaking her slightly.

"Vinyl, Vinyl! My head still hurts! Let go of me!" Octavia demanded.

"Then calm down and let's go!" Vinyl said, stepping back from Octavia. Octavia gave a recollective sigh and frowned.

"Alright Vinyl, I'll take your word for it.Shall we?" she asked, looking to Scout and Soldier.

"With pleasure. Soldier, take point you nutcase." Scout said. Soldier nodded and stormed out of the apartment, shotgun in hand, with the others behind him. As they walked, Vinyl and Octavia fell slightly behind the two mercs.

"Vinyl." Octavia said in a quiet tone.

"Hmm?"

"Where did they come from, exactly? I've never seen their kind in Equestria before..." Octavia muttered, keeping her eyes on the two mercs.

"I'll explain once we meet up with their friends." Vinyl replied. Octavia's jaw dropped slightly.

"There's more of them...?" she asked slightly shocked.

"Yeah, nine of them. Some of them are actually pretty funny." Vinyl says with a small giggle. "They're some team from another world." Vinyl said.

"Well...this night possibly couldn't get any weirder..." Octavia mumbled under her breath.

"Come on you two, you're fallin' behind." Scout called from ahead. Octavia and Vinyl picked up their pace and caught up with the two mercs at the staircase, ready to leave the apartment building and return to the quiet streets of Canterlot.

Discovery (Engineer, Pyro, and Demo)

Canterlot West Side, 12:16 AM

Canterlot Market Square was an absolute disaster area.

Vendors stands were destroyed, while some sat enveloped in flames. The once pristine cobblestone was now splotched with small lakes of crimson blood. Chewed off limbs and discarded guards' pikes were strewn about, marking where Canterlot's elite had fallen.

"Ah hell..." Engineer muttered, his fingers scratching the back of his head as he stared at the destruction. "They didn't stand ah chance..." he added.

"Aye..." Demo agreed gravely, his one eye scanning the scene. "Where be a map o' this place?" he asked. Over to their right, Pyro was calling for their attention. Engineer and Demo looked at their teammate and saw he was in front of a small directory for the area, pointing to it.

"Nice work Pyro." Engineer said as he and Demo approached the small map. On it, there was a golden circle with 'You Are Here' over the area marked 'Canterlot Market Square'. To the north was housing, while to the east was more of the shopping district.

"Looks like we're at the very corner of this place." Engineer muttered as he looked the map over.

"Aye. An' if we be lookin' for a community center, we need to be lookin' in the housing." Demo said, pointing his finger to the northern housing.

"That makes sense..." Engineer said, his voice uneasy.

"I know that tone o' yours, lad. Somethin's wrong." Demo said glancing to Engineer.

"Just not used to tha' quiet, is all. More used to tha' sounds of war. Know what I mean" Engineer asked.

"Aye. The quiet is unsettlin'." Demo said, as he looked around their surroundings; as if he were waiting for an ambush. Pyro seemed to sense his teammates' unease and unslung his Degreaser, sparking the starter flame.

"Come on lads. Let's get goin'." Demo said, leading the way out of the market. Engineer fell in behind him with Pyro immediately after as the three mercs entered a smaller side-street.

As they left the market, dirty yellow eyes began to shine from within the darkened buildings, following the mercs.

* * *

Even though Canterlot was known as the Playground for the Rich, the government was gracious enough to offer housing to moderately-low income families. Though these houses were for families who weren't quite upper crust status, the architecture was as grand as the rest of the city.

"They sure know how to make some fancy houses." Engineer commented as they walked along the street. Demo and Pyro both gave small grunts of agreement. Ahead of them at the end of the street stood the East Side Community Center. It was a simple rectangular building with two additional halls connected to the main building. The faint smell of chlorine told that there was a pool at the center, most likely in the back of the complex. The windows were all dark, save for one on the main building, the signs of movement coming from within the building due to the fading then sudden brightening of the light.

"Alright, there's the center. Pyro, ye' take point. Engie, ye with me." Demo said. Pyro nodded and jogged forward as the Scotsman and Texan grouped up with the weapons drawn and ready. As they approached the building, distant roars pierced the air, drawing closer.

"Ah don' like that." Engineer said warily.

"Just keep walkin' laddie." Demo said as he stayed on track. Pyro could be seen running up to the main doors and setting himself up to kick down the door.

Again, the distant roars sounded, this time from right down the street behind the mercs. Engineer stopped and turned to look down the street as the roars died away.

"Engie? What are ye' doin'?" Demo asked as he stopped to look at Engineer. He watched as Engineer pulled out his building PDA and began scrolling through it.

"Ah'm gonna hold the area. Git inside with Pyro and find them folks." Engineer said as his PDA produced the toolbox for a Level III Dispenser. Once he set the toolbox and opened it, the inner mechanisms began working to unfold and build the machine.

"Are ye' sure? They'll tear ye' apart." Demo said, looking at his friend with a worried expression. Engineer gave a sharp chuckle and shook his head.

"They won't even get past mah sentry when I get it hooked up to my Wrangler." he said. The dispenser finished building itself to Level III and began to hum and produce some scrap metal for Engineer to use. Without hesitation, Engineer's PDA produced a Level III Sentry toolbox, allowing Engineer to immediately get that built. Once the sentry began beeping and sweeping the area, there was a third and final roar that filled the air. Down the street, a large black mass shifted on the horizon. Engineer gulped a bit as the shape and individual features of the ponies that made up the horde began to clear up.

Only it wasn't a horde.

It was a single mass of bodies.

"Ah hell..." Engineer said as he produced his Wrangler, the Sentry beeping as soon as the wireless connection was established. "Git inside Demo. Ah'll hold 'em." Engineer ordered. Demo nodded and signaled Pyro to enter the community center. Demo followed Pyro in, taking a moment to take a final look at Engineer.

"Good luck lad." he said as he closed the door behind him. Engineer nodded and looked back to the undead abomination. The creature gave a challenging roar as it began to pick up speed, charging at Engineer. The Texan began laying down a hail of machine gun fire and rockets as the creature charged, a snarl of determination on his face. Engineer continued to fire at the creature, blowing chunks of biomass off of its' frame as it charged. But, the sentry wasn't enough, and the creature rammed right through the turret. Engineer dove clear of the exploding sentry and pulled out his Frontier Justice, the shotgun glowing and crackling with a red glow. Slugs began to pepper the creatures' hide, blowing off heads and sections of the conjoined ponies within the mass. The creature swung a grotesquely large arm at Engineer, making him duck to avoid being flung across the street. Engineer continued to pour on the slugs blowing more off the creature, but only making it angrier. The abomination grabbed the dispenser and threw it at Engineer, striking him in the chest. Engineer gasped at the air was knocked out of him, accompanied by the sounds of breaking ribs. He flopped to ground, coughing up blood. The creature seemed to give a distorted laugh at his pain, the laugh made up from the warped and disfigured mouths within its' bulk. Engineer tossed aside his shotgun and produced his Lugermorph firing off shot. The smaller caliber shots bounced off the creatures' hide as it slowly approached Engineer, getting ready to kill him.

Engineers' Lugermorph clicked empty.

The creature lunged and pinned Engineer, pinning his arms to the ground with ten-tons of weight. The creatures' midsection loomed over Engineer and began to split down the middle, revealing rows upon rows of jagged teeth within its' gory core. Engineer cringed, waiting for the feeling of those teeth sinking into his flesh.

The sounds of something impacting the behemoth could be heard, then rapid beeping, followed by a massive explosion. The monster roared and reared back, freeing Engineer and allowing him to scramble away. Engineer looked up to see Demo throw aside his sticky grenade launcher and strap on his Chargin' Targe. The creature turned on Demo, the fires of hell burning behind its' eyes. Demo smirked and reached behind him, pulling his Eyelander free from its' sheath. Gripping it with both hands, Demo got into a charging stance and gave a war cry.

The creature reared back, the torso mouth giving a deep, guttural bellow.

Demo charged forward, his features blurring as he brought the longsword back to strike. The creature tried to squash Demo with a massive fist, but the Scotsman was too fast. He blurred by the behemoth, the Eyelander severing the lower arm, making the creature roar in pain as it staggered back, struggling to maintain its' balance. Demo came back around and ran up the creatures' back, ramming the Eyelander into the base of its' skull. The creature gave a mournful cry as it staggered forward and collapsed to the ground. Demo stepped on its' contorted face and turned to look at it.

"Burn in Hell ye' disgusting worm." he said as he rammed the spike of his Chargin' Targe into its' forehead, ending the creatures' miserable existence. Removing the shield, Demo looked for Engineer. The Texan was picking himself up from the ground, holding his arm across his chest. He gave a shaky thumbs-up to Demo and limped to the community center with the Scotsman.

"Good work." Engineer gasped as he patted Demos' shoulder.

"Thanks mate. Now, let's go meet up with Pryo." he said, leading Engineer inside the building.

* * *

The inside of the community center was clean.

No overturned furniture, no blood caking the walls, and no signs of struggle.

It was just clean, like the nighttime janitors had just come through and straightened up the place a bit. Pyro was preoccupying himself with a small wick of flame, tossing it back and forth between his hands. However, the flame went out when Pyro looked up to his teammates. He tilted his head to the side and raised a thumb, as if he was asking if things were alright.

"Engies' a bit banged up, but other than that, things are all quiet." Demo said. Pyro gave a shrug and stood up from the chair he was sitting in.

"Ye' look fer them ponies?" Demo asked Pyro. Pyro shook his head and said a series of muffled sounds, explaining that he just sat down as soon as Demo went to help Engineer. "Right then. Engie, git yer dispenser set up and heal yerself up. Pyro an' I will look fer the ponies." Demo said. Engineer nodded, wincing as he brought up his PDA and got started on the dispenser.

Once Engineer was all set, Pyro and Demo went into one of the center's wings to begin looking. Room after room, it was all clean and tidy, just like the main lobby.

"I don' like this. Not one wee little bit..." Demo muttered as he peeked into yet another clean room.

Pyro stopped in his tracks and began sniffing the air.

"Ye' got somethin'?" Demo asked. Pyro nodded and pointed at a closed set of meeting room doors. The bottom of the doors were a charred black, like they were being eaten away by flames. Reaching forward and grasping the door handle, Demo yelped in pain and immediately pulled his hand away. "Cripes! It's hot as hell!" he said, shaking his hand to rid the pain.

This time, Pyro reached forward and opened the door without any pain from gripping the handle.

As the doors opened together to reveal the room inside, Demo and Pyro gave horrified gasps at what was shown before them.

* * *

Demo and Pyro re-entered the main lobby, their shoulders slumped over as they looked down at the ground. Engineer looked up at his teammates, about to speak when Demo raised his hand, shaking his head in silence.

Engineer's jaw dropped.

"They committed a mass suicide. They cooked themselves with some magical flame to save themselves." Demo said, giving a brief explanation of their discovery. Engineers' head dipped down as he gave a heavy sigh.

"Well...guess that'll do...come on boys. Let's get up to tha castle an meet tha others..." he said solemnly as he stood up from the chair. After packing up the dispenser, the three mercs left the community center in pure silence. As they passed the dead behemoth's corpse, Demo gathered his Eyelander and returned it to the sheath on his back. Pyro simply gave the dead creature a kick and walked away with the others.

Above them, Canterlot Castle loomed over them, awaiting their arrival.

Author's Note

Sorry this took so long to get out guys, but life is a bitch.
Between writer's block, college, and studying, it's gotten harder to do some writing.
Anyway, hope you enjoyed this chapter!

Meet Up

To say that getting to Canterlot Castle was easy is a major understatement.

In fact, the main garden in front of the castle was like running through a rotting maze from Hell.

The remaining mercs and ponies rushed into the Main Hall of Canterlot Castle, some collapsing on top of each other, some scrambling away to get clear. Heavy was backing himself slowly into the castle as his minigun tore through the charging undead. When the minigun clicked empty, Heavy put the weapon down and grabbed the doors, slamming them shut. Immediately, he pressed his hulking mass against them to keep them closed.

"Go! Get furniture!" Heavy ordered. The others all nodded and within seconds, came back with various pieces of furniture. After throwing it all together against the doors, the undead mass outside could be heard banging and scratching outside, making the doors jerk with their attempts to kick them down. With a sigh of relief, Spy withdrew a cigarette from his disguise kit, pulled a lighter from an inner jacket pocket, then lit the cigarette and gave a long drag.

"Well, that was a near disaster. Is anyone injured?" he asked, looking at his teammates and accompanying ponies. They all shook their heads 'No' as they panted for air, some collapsed to the floor as they panted. Timeless wiped some sweat from his forehead with a hoof as he gathered himself.

"Alright. So what do we do now?" he asked, looking to Spy.

"You need to see your superiors, no?" Spy asked. Timeless gave a simple nod in return. "Then Heavy and myself will accompany you and look for them. Medic and Sniper; would you stay here with the ponies to keep them safe?" Spy asked.

"You got it, mate. Timeless, do you know anywhere around here that's safe?" Sniper asked. Timeless scrunched up his face as he pictured a mental map of the castle.

"I think the safest place is the Pantry. No windows, and there is only one door to guard. Plus, there's tons of food if you're hungry." he said. He pointed a hoof down the hall to their left. "Pantry is that way."

"It is a plan then. Heavy, come." Spy said, gesturing for the Russian to follow. Heavy gave a nod and followed Spy and Timeless as Sniper, along with Medic, guided the ponies to the pantry.

"Wait a minute!" Twilight called out. "Let me go with you! I need to see the Princess to make sure she's alright." Twilight said, trotting up to Spy. Spy looked to Timeless who simply gave a shrug and turned to continue walking.

"If y'all go, then we go Twi. Us ponies stick together." Applejack said, the rest of her friends giving nods in agreement. Timeless gave an exasperated groan and turned to face them.

"God almighty ladies! It's safer if just us four go and you go with the others. If you all come with us, then there's a higher chance of being ambushed by whatever is lurking in here. Smaller number, better safety." he said, stamping a hoof to secure his point. Applejack frowned and knitted her eyebrows.

"And who put you in charge, mister know-it-all?" Rainbow Dash asked with a frown. Timeless simply pointed to the Celestial Guard patch on his vest with a deadpanned expression.

"I minus well be in charge here, seeing as how I have connections." Timeless said, his tone flat and annoyed.

"He has a point girls. Besides, I'll be fine!" Twilight chirped, trying to cheer her friends up. They all looked at her, then to each other. Finally, Applejack gave a sigh.

"Alright Sugarcube. But if anything happens, you come find us." she said.

"I'll remember that." Twilight said with a smile. Timeless face-hoofed and groaned.

"Can we please move on now?" he asked. With a nod, Twilight began to trot off with Spy and Heavy in two. Twilight's friends all rejoined Sniper and Medic as they continued on to the pantry.

* * *

The sounds of hoofsteps and foot falls echoed through the dark hallway. The only source of light that filled the halls was the moonlight as it spilled in through the windows, basking the halls in its' light blue hue. At times, there was hisses and clicks coming from the dark parts of the hallways, putting the two humans and two ponies on edge. The only casualty they came across was a Royal Guard, his back rigid and pressed to the wall.

Upon closer inspection, the guard was being pinned to the wall by a crossbow bolt that had been fired through his mouth and out the back of his skull, the steel tip embedding itself in the wall.

"He was bitten." Timeless said, raising the guards' limp foreleg with a metallic wingtip to show the swollen and infected bite mark. "He panicked and ate his bolt." he added quietly as he returned the foreleg to its' previous position.

"Come, we must press on." Spy said. As they walked, Spy sparked another cigarette, the smoke trailing behind him as they continued.

"Spy must stop smoking. Is bad for health." Heavy said in a low rumble.

"I have been smoking for about twenty years now. Nothing has come up in my medical check-ups." Spy countered.

"Not yet." Timeless added. "Smoking can-"

"I know what it can do." Spy said, cutting off Timeless. "But you must remember, I am allied with a combat surgeon who can use a machine to heal a blown off limb. He is practically a saint." he added.

"You speak highly of him." Twilight noted as she walked beside him.

"That man, although his methods are very questionable, has saved my life more times than I can count. But not only mine, but the lives of everyone else as well. Without him, I doubt he'd be able to win half our battles." Spy said, looking down to Twilight. "He's a good friend and an excellent teammate."

"We're coming up on their private study. If I'm remembering my orders correctly, once I have gathered my intel, I am to report to the study to show them what I've gathered." Timeless said as he picked up his pace from a walk to a steady trot.

"You never told us what you were looking for anyway." Spy said.

"All will be known soon enough." Timeless replied. Once they had reached the doors to the Princesses' private study, Timeless gave a series of knocks on one of the doors. There was a click, and the doors swung back, allowing them entrance. Directly ahead of them laid Celestia and Luna, their forms surrounded by small mountains of books and volumes. Both sisters had their muzzles buried within the tomes before them, turning page after page. Timeless stepped up and cleared his throat.

"Celestial Guard Timeless Toaster reporting as ordered, your highness." Timeless said in a professional tone. "With me are Princess Twilight and two mercenaries we picked up in Ponyville." he added. Celestia and Luna looked up from their searching and gave looks of relief. Celestia stood and gestured for them to approach. Twilight trotted up to her mentor and gave Celestia a relief-filled hug.

"I'm glad to see that you two are alright." Twilight said with a smile.

"As are we, Twilight. Our protection spells are strong enough to keep the undead at bay." Celestia said, looking up to Spy and Heavy. "And, who might you two be?" she asked, curiosity glimmering in her eyes as she scanned them over.

Spy gave a light bow as she spoke. "I am Spy, madam. My teammate here is Heavy." Spy said, giving a small gesture to the hulking mercenary. Heavy gave a grunt as he folded his cannon like arms across his chest.

"Hello big pony." he said simply. Celestia raised an eyebrow and looked to Timeless for an answer.

"I met them with Princess Twilight in Ponyville. They, along with the rest of their team, managed to help a group of civilians escape Ponyville." Timeless said giving a shrug. "Pardon my language, but they kick ass." he added. Celestia looked back to Spy and Heavy with a grateful smile and bowed deeply to both of them. Spy and Heavy exchanged glances of slight confusion at the bowing, neither of them used to this sort of treatment.

"Thank you both for saving Twilight and the others. May I ask, how many of there are you on this team?" she asked.

"There are seven others, all of varying skill and lethality." Spy said grimly. But, before Celestia could continue, Timeless cleared his throat.

"Uhm, ma'am? But wouldn't you like to hear about my findings?" he asked, patting his saddlebags. Celestia nodded firmly and turned to Luna, who's horned flared up with a telekinetic spell to clear away a nearby table. Once cleared, Timeless placed his bags on it and opened one of them, dumping the contents within. Bones, photos, a journal, a pencil, and some spirit charms clattered to the table. Timeless sorted through it all, chuckling at Twilight's face of disapproval.

"Something the matter, Princess?" Timeless asked with a smirk.

"Your lack of organizational skills is very bothersome. How has nothing been damaged or lost in there?" Twilight asked. Timeless simply shrugged once again, giving Twilight no answer. Twilight frowned and rolled her eyes at this gesture and pulled aside a photo to examine it.

"So Timeless. What have you found in your travels?" Luna asked, placing her hooves on the table.

"About three months ago, I was assigned to an investigative mission to seek out the source of some odd magic near Vanhoover. When I arrived, I asked the locals some questions, and they told me that an evil force was dwelling within their boneyards, and that I should not anger it. One night, I staked out one of their graveyards and waited for hours before anything interesting happened." Timeless said, opening his journal to the first page. "July twenty-fifth, three forty-four in the morning. A weak magical energy entered the graveyard in the form of a dark mist. Once inside, it hovered over the graves for about fifteen minutes. After the fifteen minutes were up, it simply dissipated. Five minutes later, skeletons began to rise from the graves, and began to shamble towards the graveyard gate. But due to the magics' weak nature, the cadavers simply fell to pieces right outside the gate." he read aloud, gesturing to the photo that Twilight was looking at.

"After Vanhoover, I got a tip that there were similar occurrences happening within White Tail Woods. The locals there have been reporting sightings of the dead entering their villages during the night, but with no attacks. When I arrived to one of these villages, they had already captured one of the zombies. One of the villagers told me that it was the previous mayor of the town, and that he had died two weeks before. I was allowed access to examine the subject." Timeless continued. He passed forward a photo of a unicorn buck. He had been in the process of decaying, one of his milky eyes dangling from the socket. "Upon examination, I found that it was the same dark magic that had been occurring outside Vanhoover. But this time, it was strong enough to fully reanimate, lasting three times as long as the Vanhoover skeletons."

"But what does this mean? How does it relate to the attack on Ponyville? Get to the point, please." Twilight said, annoyed with the story telling.

"I was getting to that, good lord woman." Timeless said with a roll of his eyes. Celestia and Luna both smiled at the light bickering and gestured for Timeless to continue. "I used one of my charms to entrap this dark magic within it to track down the source. After two months, I finally found it within the Everfree Forest." Timeless said. He pushed forward another photo, this time one of a weird looking altar of sorts. It was obsidian black and had a warped ape skull acting as a sort of crest above a slab of stone. "It seems that someone was using this altar as a magical amplifier. When I approached it, I found a sacrificial slab of stone, and that it was recently used due to the still drying blood splatters."

Celestia and Luna suddenly gasped and looked to each other, looks of horror on their faces. "What. What is it?" Timeless asked.

"Sister, you don't think...?" Luna asked worriedly.

Celestia shuddered and nodded. "I fear so, dear sister. The signs are all leading up to it." she said.

"Mind filling us in?" Spy asked. Celestia and Luna exchanged one more glance and nodded.

"When my sister and I defeated Discord, we went on a mission to eradicate any and all dark magic that he had brought upon the land. Our travels too us far and wide, and when we found the sources of the magic, they were originating from the same altar. One day, the magic led us to the Northern Tundra and to a ancient castle. When we entered, we were assaulted by necromantic magic. During our fight, we were forced to retreat into the main hall of the castle. Once within, we discovered the skeleton of a tall, ape like creature." Celestia said, looking to Heavy and Spy. "Much like you two." she added. Heavy's and Spy's eyes widened and they looked to each other in surprise. "When we approached to investigate, we were repelled by the same necromantic magic that had attacked us." Celestia continued, shaking heavily. Luna put a hoof on her sisters' shoulder.

"We had been told a name. One that still lingers within our minds." Luna said grimly.

"What was the name, Princess?" Twilight asked.

"Smert'." Celestia said darkly. Heavy gasped a bit in recognition of the name.

"You know it?" Timeless asked. Heavy nodded slowly.

"Da. In my language, Smert' is translated to Death. The Grim Reaper." Heavy said darkly.

"Smert' forced Luna and I to run from the castle. We had made plans to try and expel him from the land, but the duties of rebuilding Equestria took over and we had since forgotten about it." Luna said in an ashamed tone. "It seems that he has been able to build up strength over these many years." she added. Celestia looked up, her face solid.

"Timeless, I'm assigning you a new mission." she said.

Timeless groaned. "Please don't tell me..." he whined.

"Do not complain, this is your profession. Besides, you have back up in the event that things get overwhelming." Celestia said, nodding to Spy, Heavy, and Twilight.

"Don't worry Timeless, I can research advanced ways to repel and defeat strong magic." Twilight said with a smirk.

"Let me guess, we have to defeat Smert'?" Spy asked. The others all nodded in confirmation.

"Heavy does not like this, but Heavy never backs down from a fight." Heavy said, cracking his knuckles and popping his neck.

"I can help you research, madam Twilight." Spy offered.

"Thank you, that would be greatly appreciated!" she said happily.

"Alright then, looks like we have a-" Timeless began, but before he could finish the sentence, the doors exploded open and a pile of bodies tumbled within the study. Heavy and Spy turned and aimed their weapons at the bodies. From within the pile, a hand wrapped in batting tape punched up, followed by the rest of the body. Heavy growled and lowered his minigun.

"Scout!" he said with a frown. "Heavy almost killed tiny baby man!"

"Hey guys! Sorry ta' drop in in yous' like dis." Scout said with a chuckle. Spy sighed and folded away his knife, putting it in an inner jacket pocket.

"What are you all doing here?" he asked, looking to the other mercs as they stood up and brushed themselves off. From outside the hall, the surviving ponies all looked within at the bickering mercs. Soldier spoke up.

"We blasted our way through the zombies and found the others in the pantry! I even found some more bread!" Soldier said, patting the wrapped loaves of bread hanging from his belt.

"Idiot! We do not need another bread incident!" Medic said, slapping the back of Soldiers' head.

"It's for when I get hungry!" Soldier countered.

"Everyone inside." Celestia ordered. "We do not need to attract the presence of more undead here." she added. Without a second thought, the mercs and ponies all crowded into the study. The ponies bowed to the princesses upon seeing them.

"I assume you are the rest of Heavy's and Spy's colleagues?" Celestia asked. The other mercs nodded in confirmation as they gathered around the table.

"We can get to introductions later." Timeless said. "We start researching spells and tactics now. I'll fill the rest of you in on what we've been discussing." Timeless said.

"We can break off into teams and search the study. It's fairly large, so there should be something buried here." Twilight said. "Get some rest, princesses. We can take over from here." Twilight said. Celestia gave Twilight a light hug and sighed in relief.

"Thank you. Good luck everypony." Celestia said. With a nod, she and Luna both ascended up a flight of stairs to seek some rest.

"Okay everyone! I need three teams! Alpha, Bravo, and Charlie!" Soldier said, going into drill sergeant mode. The mercs and ponies all lined up into a single line with Soldier pacing before them. "We will find a way to beat the enemy! We will not give up! We will not surrender! We will go through every book and tear apart every book if we need to!" he said. Twilight seemed to pale at the last bit, grimacing at the images of torn apart books. "Alpha. You will search the north end! Bravo, the east wing, and Charlie, the west wing! Move out!" Soldier ordered. Everyone saluted and broke off into their teams, gathering in the areas assigned to them. As they did, Soldier took one of the bread loaves and bit into it, eating with a satisfied smile.

On the floor over looking the study, Celestia and Luna watched as the three groups gathered books and shared information amongst each other.

"Do you think they will find something?" Luna asked with a worried frown. Celestia closed her eyes and gave a small sigh before responding.

"I have faith in Twilight and her friends. These...mercenaries, however...I can only hope for the best from them." she said.

"If they managed to save Twilight and the others, then I'm sure we can expect good things from them. They seem nice enough." Luna said.

"I hope you're right, Luna..." Celestia said, giving a small yawn.

"Come sister, let us get some sleep." Luna said, leading Celestia down the hall and to the guest rooms.

Author's Note

Here you go guys! And explanation to what the hells' going on!
Figures it's a Necromancer BUT WHO CARES?!
Necromancer enemies are awesome anyway!
Hope you enjoyed!

Forced Evac

Hours passed by with an atmosphere of heavy researching and extensive note taking.

And by research, I mean that the nine mercenaries and their pony acquaintances did little to no research. It only took a mere five minutes for the whole idea and any ambitions of researching on how to defeat Smert' to be thrown out to the hungry hordes below.

"Listen here horn head! I claimed this book, and I WILL read it!" Soldier snapped bitterly as he held a thick book away from Twilight.

"Horn head?! Look here ape boy, that is my book, AND I'M GONNA READ IT!" Twilight yelled angrily as she tackled Soldier, her hooves scrambling to grab the book from his grasp. Soldier used his free hand to push her muzzle away, keeping her at arms length. At a moments' notice, Twilight's horn flared up and plucked the book from his grasp, then proceeded to thwack him over his helmeted head with the object. Soldier grunted angrily with each impact, trying to bat her away with his hands.

Off to the side, the remaining ponies and mercs watched with a collective bemused smile as they watched Soldier and Twilight tussle.

"I warned him to not get in the way of her when she's researching." Pinkie Pie said simply.

"That's Soldier for ya'. He's gonna do whatever he wants to complete a task given to him." Scout said he reached over to the tea cup next to him and took a sip. "Ya' know, this tea stuff ain't half bad." he commented as he set the cup aside again. As the two fought before them, Rarity gave an unamused sigh and trotted forward, her horn flaring up in a field of blue as she enveloped the two combatants in a field of levitation magic.

"That is enough out of you two! Honestly, act your age, not your shoe size!" Rarity said bitterly as she floated Soldier and Twilight away from each other. "Twilight, you stay in your corner with your book." she said, looking over to Soldier. "And you. You just stay by the window and watch the sun rise. It's quite lovely when it crests the mountains." she said, giving a satisfied nod now that the two were away from each other. "As for everypony else, we must gather some notes on how to defeat this Smert' character." she said, trotting over to a large bookshelf and scanning the spines.

"Uhm, I hate to interrupt..." Soldier trailed off as he pointed out the window. "...But why is there a maggot farm flying straight towards me?" he asked. Immediately, Sniper lunged and pushed Soldier out of the way. In a fluid motion, he drew his Bazaar Bargain rifle and flung the window open, sighting through the scope. With a crack, the rifle fired, but Sniper gave a cry of shock as he dived out of the way opposite of Soldier. The target in question roared through the window and impacted the ground with an nausea inducing CRACK!!. Immediately, everyone in the room back away from the new arrival, keeping a wary eye on the rotting corpse.

"Oh no...it's Derpy..." Rainbow Dash said sadly as she recognized the bright blonde mane under the layer of rot and gore. She slowly approached the rotting pegasus as it laid on the floor, caked in a layer of dark, dried blood.

"Be careful..." Medic growled as he kept his Blutsauger trained on Derpy's form. With a twitch, Derpy's neck craned up, popping in multiple places as her bloodshot eyes stared at Dash. Rainbow gave a cry of fright as she bolted away from Derpy. The wall-eyed orbs in Derpy's skull panned around the room, her exposed teeth and jaw giving the living a grim grin.

Slowly, the zombie stood onto her hooves...

...And gave an unholy roar. Immediately, there was a cacophony of contorted roars from outside the window. On instinct, Medic fired a burst of syringes into Derpy's torn features, dropping her and silencing her roar.

But it was too late.

"Uh, guys? We might wanna move." Scout said as he pointed out the window at the approaching cloud of zombie pegasai. With a lavender field of Twilight's magic, the window was sealed shut just as the first of the undead slammed into the exterior wall. In a second, the wave of undead began to slam their rotting hooves and forms into the window, trying to break it down to gain entry. Soon though, more began to pile against the other windows, hoping to break in. Twilight's magic stretched from just one window to cover the entire wall, reinforcing it.

"We need to move now!" Dash yelled as she sped for the entrance to the study. With the others hot on her tail, the group ran away from the window, the humans keeping their various weapons trained on the windows in the event of a breach.

"I'm struggling here! There's too much force outside! My magics' starting to break!" Twilight yelled as she poured more magical force into her horn, sparking a second layer of over glow, soon followed by a third and a fourth layer as she planted her hooves. "Where are the Princesses?!" she screeched, her face contorted in pain and concentration.

"Right behind you..." came the rattled voice of Princess Celestia. As one, the group of survivors turned to look at the solar ruler as she stood on the balcony above them.

Rarity gave a scream of terror and fainted on the spot.

Her pristine white coat was stained red with fresh blood. A deep bite mark adorned her neck, accompanied by a chunk of flesh and fur missing from her form. Her once majestic mane now laid flat and unkempt, splotches of blood adorning the grey colors. At the corners of her mouth, foam collected and popped as she wavered from side to side, struggling to keep her balance.

"Holy crap! What happened to Sun Butt?!" Scout commented as he turned his Shortstop to train on Celestia, his grip slightly shaky by nervousness.

"Luna...was bitten in the night...a dead guard got into her room and infected her...I went to check on her and..." Celestia was cut off by a jolt of pain that visibly surged through her form. The remaining white of her coat turned to a murky grey as her stomach and chest began to rapidly become thinner and thinner, revealing her ribcage and stomach cavity. "GO!" Celestia roared as her horn flared a dirty yellow to fling the study doors open.

"But Princess!" Twilight countered as she maintained the magical barrier.

"I SAID GO! YOUR FINAL LESSON IS TO LIVE ON! MOVE TWILIGHT SPARKLE!" Celestia roared as what was left of her Equinity left her. Without hesitation, Rainbow Dash scooped up Rarity's faint form and sped out of the room, followed by the rest of the pack. With a cry of pain, Twilight released her magical barrier and began to run, taking one final look at her mentor's corpse.

At that moment, Celestia rose and roared, forcing Twilight to run for her life before she became a meal for the undead alicorn.

As Twilight ran, tears streamed down her young face as she ran towards her friends, her memories of Princess Celestia flashing through her mind.

"Let's go bookworm!" Soldier yelled as he kept his Direct Hit raised, ready to blow anything and everything to Hell. As the pack ran out of Canterlot Castle, they were greeted by the sight of Celestia's sun rising into the sky, sharing the space with Luna's moon. Everyone and everypony gawked in shock as the moon passed before the sun, purging the sky and land into a blood red. Behind the group, an unholy roar sounded as a group of undead royal guards came surging from an adjacent hallway, making a bee line right for the survivors. Spy turned to Twilight.

"Can you get us out of here!?" he asked in a panicked tone. Twilight nodded, her eyes still flowing with fresh tears as her horn flared up. In a moments' notice, the entire group was surrounded by a lavender dome of magic, then they were all engulfed by a bright light that sparked from the center of the dome.

A second later, the survivors were gone...

...Only to reappear on the abandoned platform of Canterlot Station. Sitting on the rails before them was the black behemoth of a steam locomotive.

"Everyone on train!" Heavy roared as he ran for the driver's cabin with Engineer. Without hesitation, everyone clambered into the luxurious passenger wagons and locked them down, the mercs training their weapons out the windows, ready to fend off any attackers.

"Come on Heavy! Load the coal faster!" Engineer yelled as he got the various valves and pressure gauges up to where they needed to be. heavy grunted angrily as he grabbed whole handfuls of the coal, throwing them into the open furnace that was the trains' heart. In a matter of minutes, the train had enough steam to begin surging forward, the mighty wheels squealing against the rails as they tried to grab some traction. Soon though, the train began to move forward towards the dark tunnel that led out of Canterlot mountain.

As the train moved into the tunnel, Twilight and the others took their one final look at Canterlot Castle, saying a last good-bye to Princess Celestia and Princess Luna. Twilight sent a tear filled prayer up to Faust, wishing that she looked over their souls as they ascended to join the Heavenly Herd.

~~~ooo000ooo~~~

"Did we even learn anything on how to beat Smert'?" Spy asked, looking to the ponies and mercs.

"Spy, we were only in d'ere a few hours before we could really do any diggin'. We probably would've found something if Soldier hadn't started shit." Scout said bitterly as he flashed a glare to Soldier.

"Look here munchkin, it was the purple ones' fault for getting pissy over a book!" Soldier retorted, pointing an accusational finger at Twilight as she sat on a bench, sulking over her closest loss. At the mention of her though, her head perked up, her face contorted with sorrow and anger.

"Me!? ME!? YOU'RE THE ONE WHO SAUNTERED OVER AND GRABBED THE BOOK I WAS TAKING NOTES FROM!! DON'T YOU DARE TRY TO PUT THIS ALL ON ME!!" Twilight screamed, fire raging in her bloodshot eyes as she jumped to her hooves in anger. "I LOST MY MENTOR! I LOST A SECOND MOTHER!"

And that's what sent Twilight over the edge.

Her voice hitched, the anger immediately leaving her features as she fell to her haunches and began sobbing, her speech comprised of nothing but gibberish and hiccuping. In an attempt to comfort their heartbroken friend, Applejack, Pinkie Pie, Rainbow Dash, Rarity, and Fluttershy gathered around Twilight and gave her a group hug, Twilight burying her features into the hug as she wept.

"Ya'll might wanna go inta tha next car. Give her some space fer a bit." Applejack suggested softly as she petted Twilight's mane as the others gave signs of agreement with the farm pony.

"I couldn't agree more. Come." Medic said as he walked past the group hug and towards the second train car where the civilian ponies were. Close behind, the eight other mercs followed in a glum silence, some of them giving quiet apologies as they passed by. Upon entering the car, Medic asked the civilian ponies to go into the third train car, as to give the mercs some space. Once the door was closed behind the back of the pack, Medic lunged and pinned Soldier to the train car wall with a roar of anger, a syringe ready to strike in his grasp.

"YOU DUMMKOPF!" he yelled as he readied the syringe with Soldier's eye.

"NOT YOU TOO OKTOBERFEST!" Soldier retorted as he tried to pry Medic's forearm off his throat, but the German just was not having it. Medic simply applied more pressure to Soldier's neck.

"If it were not for your proclamation of "I'm the best reader around!" and proceed to take Mademoiselle Sparkles' book, we might have had an advantage of some kind over our foe. But now, we are down two Princesses, and have no idea where this Smert' character is!" Spy scolded angrily, his eyes sharing the same fire that danced in Twilight's previously. "I say we let herr doktor give you a lobotomy and feed you to the undead hordes!" he said venomously. Medic seemed to agree with the suggestion as he gave a maniacal grin, a maddened look occupying his eyes.

"FINE! FINE! I'M SORRY!" Soldier said angrily as she began to struggle for air, trying his best to kick Medic's mid-section. With a lucky shot, Soldier's boot tip slammed into Medic's solar plexus, causing his to suddenly have the air knocked out of him. Both Medic and Soldier fell to the floor, Medic gasping for air as Soldier rubbed his throat.

"Sorry is...not good enough...for vhat you've done..." Medic gasped as Scout helped him onto his feet. At that moment, Timeless peaked his head into the train car, a deadpanned expression present on his face.

"If you two are done trying to kill each other, you'll notice that the train has stopped." he said tonelessly. The mercs all looked around, indeed sensing that the train wasn't in motion.

"And what be the cause o' this, laddie?" Demoman asked.

"Well, there's something on the tracks ahead. A wall of sorts." Timeless said as he backed out of the train car, signalling for all of them to follow. After exchanging a few glares at Soldier, the Mercs all ventured out of the train car and met Timeless outside. He raised a hoof, pointing at the wall sitting on the tracks a few yards ahead of the train.

"If there's a wall, then there's gotta be survivors, right?" Scout asked.

"You're right in assuming this. I've asked Rainbow Dash and Fluttershy to go ahead and make a fly over. They should be coming back here in a bit." Timeless said as he looked towards the blood red skies, looking for the two pegasai. A few moments later, the two pegasai in question swooped down and landed, using the momentum to trot over to Timeless. "Report."

"There's survivors alright. We even managed to make contact with them. They said they'll raise the barricade to let us in, but we've gotta be quick." Dash said.

"Alright then. Go ahead and tell them to raise the barricade. We'll get this thing rolling in." Timeless said as he and the Mercs began to climb back into the train car. With a wave of his hoof, Timeless signaled for Heavy to get the train moving, which was replied with a few whistle bursts as the wheels began to spin for traction again as the makeshift barricade was lifted off the tracks.

Eventually, the train moved under the barricade and past a sign that read "Welcome to Vanhoover".

Author's Note

Sorry this took so long to get out guys.
Life and all, followed by harsh writer's block.
Also, I apologize for suddenly killing characters, but this needs to keep rolling on.

Meeting the Locals

The black locomotive rolled under the floating barricade and along the rails, the wheels and pistons driving the train towards the Vanhoover Train Station as the scrap metal barricade reasserted itself over the rails. Eventually, the train approached the station and Engineer began to slow the black steel behemoth down to stopping speed. As they approached, the sight of ponies patrolling the station platform came into sight, their forms armed with various weapons from the Vanhoover Armory.

"Approaching Vanhoover. Ah repeat, approaching Vanhoover." Engineer said over the inter-carriage speakers. At once, ponies and humans alike began to gather their items and readied themselves by the carriage doors. The Mercs were still quite pissed with Soldier, due to the fact that they continued to glare daggers at the crazed American. As soon as the train stopped, the doors were opened and the passengers disembarked.

Almost immediately, the human Mercs were met at spear point.

"HALT FREAKS!" roared a unicorn mare survivor. She had the look of the punk rock crowd, due to her numerous piercings and the eye-catching dual-colored mane of bubblegum pink and white. "STATE YOUR BUSINESS!" she yelled, glaring daggers at Spy.

Spy, taken aback by the sudden hostility of the survivors, simply cleared his throat and bowed a bit.

"Apologies Mademoiselle, but we are not the ones you should worry about. In fact, we saved these ponies from the middle of Ponyville." he said gesturing to Twilight and the other pony survivors as they exited the train carriage. "Mademoiselle Twilight requested our help and we answered the call. After seeing what we were up against, we took to getting anypony we could out of hostile territory. We've just come from Canterlot, in fact. I am sad to say that it is lost." he said, giving a solemn nod.

"Canterlot? It's...gone?" asked the mare, her hostile resolve quickly falling to pieces as a defeated look entered her eyes. "What about the Princesses?" she asked.

"Ve...ve veren't able to save zhem." Medic said sadly from behind Spy. "Zhey vere turned as vell." he added grimly.

"What were you...things...doing in Canterlot in the first place?" asked a nearby survivor buck.

"We went there to share and gather information from Princess Celestia and Luna. Unfortunately, while we were gathering information in their study, Luna was assaulted by a turned guard and in turn attacked Celestia. Celestia had enough equinity in her to keep the undead pegasus horde chasing us at bay long enough for us to reach the station and escape." Timeless said flatly as he approached the survivor mare. "Lower your weapon. They're with me." he added, giving her an authoritative look.

"Oh yeah? And just who are you exactly?" she asked, squaring her jaw and glaring.

Timeless simply patted his Celestial Guard patch. "Celestial Guard Timeless Toaster- Paranormal Division. And I'm ordering you to lower your weapon and allow them in." he said, raising an eyebrow. The mare looked at the patch, her eyes filling with recognition at the sight of Celestia's sun with a phoenix in the center, spreading its' wings in song.

"Whoa...I heard rumors of your guys...but I never knew the Celestia Guard was the real deal..." she mumbled as she lowered her weapon. "Fine. You freaks can come in. But I have to take you to our leader first. Granite! Get those survivors to the barracks and get them set up with some beds and food." she barked to the nearby survivor buck, Granite. Nodding, he lowered his bloodied pitchfork and gestured for the ponies to follow him.

As they began to move off the station platform, Twilight and her friends gave the Mercs and unsure look. Spy and Medic both nodded simply, gesturing for them to go along. "Ya'll been through a nightmare. Ya' be needin' some rest after all that action. We'll meet up after meeting their leader." Engineer said, giving them a warm smile. With a nod, Twilight turned and began to catch up with the other group, her friends following her lead.

"I'm tagging along. Figured I can give these survivors some information on what's going on." Timeless said, joining the group of Mercs.

"Fine. We could do with the intel anyway." said the mare bitterly as she began to turn, ready to leave.

"May we get yer name, lassie?" Demo asked the mare.

"Barbed Wire. Now come on." she ordered as she began to lead the Mercs and pony out of the station.

~~~ooo000ooo~~~

"Sinny? Ma'am?" Barbed Wire asked, poking her head between the tent flaps of her leader's tent.

"Hmm? Yes, what is it Barbed?" asked the mare within.

"We've got some visitors. Figured you'd want to meet them." Barbed Wire said, pulling back a tent flap. A snow white mare decked out in cobbled together armor with a cherry red mane and tail walked out of the tent, her crimson eyes scanning the new arrivals with surprise and intrigue. A few piercings adorned her features, but they were only limited to some ear piercings and twin snake bites on her lower lip. Suddenly, her eyes landed on Timeless and brightened with happiness almost in that instant.

"TIMELESS!" she cried joyfully, tackling the buck to the ground with a heavy hug before he could get a single syllable out.

"S-SINNY! AIR! I N-NEED AIR!!" Timeless begged, trying to free himself from her crushing hug as she buried her muzzle into his chest.

"But I missed you! It's been ages since you've been out this way!" she whined, pulling back from Timeless. The two exchanged glances before diving into each other with heavy kissing.

All the Mercs could do was stand there and watch in amusement as the two wrestled on the ground.

Barbed Wire wasn't going to have any of it.

"MA'AM! Please!" she scolded, stamping a hoof to the ground. The Mercs snickered and shook their heads at Wire's behavior.

"Aye, leave 'em alone lass. They obviously not seen each o'ther fer quite a while." Demo said with a chuckle.

"I agree with the Scoltish cyclops." Sinny said happily as she and Timeless got onto their hooves, her form standing close to Timeless. Demo simply blinked his one eye at her remark, then busted out in laughter.

"Oh laddie, I be likin' her!" he said in an amused tone.

"IF WE COULD PLEASE GET BACK TO BUSINESS!" Barbed Wire said, fuming now.

"Jeez Barbed, calm down. We'll get there, we'll get there. Besides, I'm sure you guys are hungry and stuff, right?" Sinny asked, gesturing to Timeless and Mercs, who all nodded in agreement. "Barbed, can you please tell Ladle to get some soup put together and brought to my tent with some water?" Sinny asked sweetly, fluttering her eyelashes at the punk rock mare. Barbed Wire stammered and flustered, but she gave in and sighed, drooping her head in a defeated manner.

"Yes ma'am. Would you like any cheddar bay biscuits with that?" she asked in a snarky manner.

"You do not kid about those biscuits. I'VE TOLD YOU THAT BEFORE!" Sinny snapped playfully. Barbed Wire simply waved her off with a hoof and began trotting in the way of the mess tent. "Anyway, come in, all of you! Get yourselves relaxed and adjusted! Plenty of room in my tent." Sinny said as she led the Mercs and Timeless into her tent.

"I'm surprised to see so many of you punk rockers alive." Timeless said.

"Are you kidding me? We formed a Punk Army and drove those deadheads out of the Lower District a while ago! For now, we've got patrols going along the old quarantine zone in the north and east of the city." Sinny said as she plopped herself into a comfortable looking cot.

"So. Mind introducing us to her?" Sniper asked, nudging Timeless.

"Jeez...I feel like I'm introducing her to my parents again..." Timeless said as he gave a sigh. "Her name's Sinful Vengeance. She had two sisters and a brother, but I have not seen them since last winter."

"Yeah, they all went their own ways after Hearth's Warming Day. Family had a huge fight and we've been distant ever since." Sinny explained quickly.

"Anyway...Sinny, these fine fellows are Red Team. The one who sounds like he's from Prance is named Spy. Next to him is Medic. Then you have Scout, Heavy and Pyro. The one with the country accent is Engineer, followed by Demoman, then Sniper. Lastly we have...wait a minute..." Timeless trailed off as he raised a hoof and began to count the Mercs. "Where's Soldier?" he asked abruptly.

"He did get off the train, right?" Scout asked, looking to the others.

"Aye. I made sure he got his stupid ass off." Demo said with a nod.

"Then where could've he gone?" Sniper asked, crossing his arms in minor frustration.

"I didn't see him come in with all of you. In fact, I think we split off while I tackled Timeless." Sinny said, rolling her hoof a bit.

The Mercs all exchanged glances at each other, each coming to the same conclusion.

"No." Spy said simply.

"But Spy! We need to go look for 'im!" Scout countered.

"And why should we? He is the reason why we're at such a disadvantage against Smert'. He started show boating and boasting about himself and created a lack of a productive atmosphere. He maybe a great warrior, but we do not need an idiot helping us protect these ponies." Spy said angrily. The air quickly became cold at his statement and he received many surprised looks by his fellow comrades.

"Wow Spy. I knew you were a jerk, but not this much of one." Scout said as he turned to go look for Soldier. "Anyone who wants to help look for him, let's go before he hurts himself." he added. One-by-one, the other Mercs all followed Scouts' leave, except for Demo who stayed behind to speak with Spy.

"He's me best friend. If sometin' were to 'appen to 'im, I wouldn't forgive me self. He maybe a complete arse and lacking some knowledge at times, but he's still a friend to us. It's about time ye' be seein' that Spy." Demo said, placing a hand on Spy shoulder as he walked out of the tent. Spy simply pinched the bridge of his nose and began the process of lighting a cigarette from his disguise kit.

"Hey! No smoking in here! Get out if you want to do that!" Sinny snapped. Spy looked to her, then blinked in surprise at the sight of Timeless' and her bodies entwined on the cot, looking as if they were about ready to get wild.

"I'll just leave you two alone then." he said simply, dismissing himself from the tent. At that moment, Barbed Wire bumped into Spy, her magic imploding and dropping the soup bowls and water cups.

"OH FOR- You know what? No. I'm done. I'm just going to go to my tent and go to sleep. I'm so done with today." she said, turning on the spot and storming off to her tent. Spy simply stood there dumbstruck as he watched the mare storm off. Looking down at his suit, Spy grimaced as he noticed the large soup stain that occupied the upper and lower abdomen of his suit jacket. With a grimace, Spy unbuttoned and removed the stained jacket and began to walk through the camp, looking for the laundry tent.

Talking with a Psycho

"Solda! Solda, where are ya'?!" Scout called as he walked through the refugee camp. Stopping and scanning, Scout spotted a pile of supply crates and made his way over to them. Climbing up the crates, he shielded his eyes to help him see better. Ponies roamed around the camp, some looking at Scout as he scanned for his friend, curious of him. Hopping off the crates, Scout stopped a pegasus buck..

"Hey, you seen a guy wearin' a helmet, same colored clothin' as me? Err, human, like me?" he asked, his voice carrying uncertainty at the end of the question.

"Oh yeah, I saw him sulking over by the vehicle compound. Either he was sulking, or angrily crying, I couldn't tell." said the buck. Scout thanked him and took off in the direction the pegasus had gestured in. Reaching the compound, Scout was stopped by a mare decked out in full tank operator gear.

"Hold it Speedy. Authorized ponies only. And you sure as hell ain't no pony." she said.

"Sorry. You seen a guy in red like me? He's either sulkin' or cryin' angrily." Scout said, repeating what the pegasus had described.

"Oh, him? He's your friend? Yeah he's over in one of our tanks. We tried getting him out, but he wouldn't budge. Think you can get him out?" she asked.

"No problem. Which tank is it?" Scout asked, looking at the line of eight tanks. The repair crews and technicians looked rather pissed at the fact that some weird creature was crying in one of their tanks.

"Look for the one called 'Boomtown'. It's written on the barrel." said the tank mare. Nodding, Scout entered the compound and approached the tank nicknamed Boomtown. Stopping for a moment, Scout realized that the tanks looked a lot like the Sherman tanks America had used in World War Two.

He only knew what they looked like and were called because Soldier had gotten a model tank for his birthday and went on a eighteen hour rant about the tank and its' history, even talking about it in the middle of combat.

Hopping onto the steel beast, Scout opened one of the hatches on the turret and poked his head in. Sitting in the driver seat, Soldier sat all alone, his frame slumped and shuddering. This was an awkward sight for Scout to see; Soldier was always stone cold and rather happy in a psychotic way. Seeing the Nazi hunter isolated and crying put a new perspective on Soldier for Scout.

"Hello Scout." Soldier said, his voice low and cracked. Scout eased his way into the tanks' belly and hopped into the assistant driver seat, looking at Soldier. He wasn't wearing his helmet, revealing the shaved head and puffy blue eyes that usually hid beneath the helmet. Instead, his helmet sat in his hands, the object of which his gaze was locked on.

"Hey Solly, you's alright?" Scout asked, genuine concern in his voice. Sniffing, Soldier looked up and out the driver window, squaring his jaw in an attempt to look strong in front of the young man next to him.

"I'm fine. I just needed to be alone for a bit." Soldier said, wiping his nose with his sleeve. Scout looked around the tank, trying to find something to spark a conversation. Seeing the ammo rack mounted to the sides of the tank, he got out of the seat and removed one of the shells, almost dropping it.

"This is an armor-piercin' round, right?" he asked. Soldier barely glanced over his shoulder at Scout before resuming his sulking.

"That's a high-explosive round Scout..." he grumbled. Scout nearly freaked out over the fact that he almost dropped a high explosive round and placed it back into the ammo rack and returned to the seat. Silence fell between the two, and Soldier slowly returned his gaze to his helmet. "I could've served..." he whispered.

"Say again?" Scout asked.

"I said, I could've served. The Army. The Marines. Hell, even the Navy. But I was told that I was mentally unstable and unfit for duty. I know I'm not the smartest of the team, and that my intentions and ideas are often misinterpreted as a result of my mental instability. But hearing that I was the cause of all that trouble back in Canterlot reminded me of the final time I tried enlisting. I tried going into the tactics and logistical branch of the Army, but the recruiter said that the battle plans I put down on the test would have gotten a lot of young boys killed. He said I would've been the one to blame, the one to pin the mistakes on. When I joined Red, I vowed to myself that I wouldn't repeat those mistakes and try to lead the team to victory against Blu. But as the years went...I never learned from my mistakes..." he said, trailing off.

Scout wasn't sure of what to say. He never heard Soldier talk this long, or this deeply, and in all honestly, it was kind of creeping him out. Reaching over, Scout patted Soldier's shoulder, trying to ease the merc.

"There...there...big guy. We all make mistakes." he said, searching his brain for something positive to add. "I'll agree in that your plans and ideas are rather stupid, but sometimes it's the crazy ideas that work out in the end." Scout added, nodding his head. "Yeah, or somethin' like that." he added, unsure of how to continue at this point. With another sniff, Soldier suddenly put his helmet back on and squared his jaw, rising from the driver seat.

"Your right Scout. I shouldn't let the others get to me! My ideas are perfect! Even if they are half-baked! Like half-baked cookies...mmmm..." he said, rubbing his stomach in thought of soft oatmeal cookies fresh from the oven.

"Uh...yeah. Yeah, let's go with that." Scout said, getting up from his seat. Soldier suddenly grabbed Scout my the shoulder and pinned the Bostonian to the turret ring of the tank.

"If you tell the others that my eyes were crying, I'll personally load your sorry ass into the gun of this tank, and fire you out of it!" he yelled, spittle splashing Scout's face.

"Gah!! Okay, okay! I won't tell!" Scout said, trying to pry Soldier off him. "Just tryin' to cheer you's up!" he added.

"Good! Now let's go get some cookies!" Soldier said, releasing Scout and lifting himself out of the tank. Following Soldier out of the tank, Scout signaled to the repair crews that they can work on the tank now. Grumbling their approval, the ponies got to work with their tools and fuel hoses. As the two walked towards Sinful's command tent, their paths were intersected by the path of Engineer.

"Solly! There ya'll are!" Engineer said, relief in his voice. "Nice work Scout." he added. Scout nodded, giving a quick thumbs up. "What in tha hell were ya thinkin' there Solly? You actually worried some of us." Engineer asked, crossing his arms.

"I just needed to find some cookies. Do not question my thinking!" Soldier said, jabbing a finger into Engineer's shoulder. Looking to Scout for an answer, Engineer raised an eyebrow beneath his hard hat.

"Uh...what he means is, he needed to...to...sit in a tank for a bit. Yeah." Scout said lamely, giving a meek smile. Shaking his head, Engineer sighed and signaled for the two of them to follow him.

"Come on you two, we're gettin' ready to move out. Twalaght talked to that Sinful character about the rotters. Sinful says that they came from the north. And if I were ya'll, I'd gear up in some winter clothin'. From what Sinful said, it's mighty cold up there." Engineer said. Approaching Sinfuls' tent, Engineer pulled the flap back to allow Solider and Scout in, following the two in after them. Inside, the six other mercs were gathered around a table, discussing among themselves as they stood over maps and photos of the areas outside of Vanhoover. Off to the side, Timeless was talking with Twilight in private while the rest of the ponies discussed with the human mercenaries. At the arrival of Engineer, Solider and Scout, everyone turned to look at them, Solider especially. Silence filled the tent, the tension slowly rising between them all.

"Vell, gut to see zhat you are alive after all. Have anyzhing to say?" Medic asked, raising a questioning eyebrow.

"Yes. I demand cookies!! Tiny punk horse, where are your cookies?!" Solider asked, marching up to Sinful Vengeance.

"You lay one finger on my cookies and I'll personally end you!" Sinful growled, dashing in front of a small, nearby cabinet.

"But I want cookies! And I WILL get those cookies!!" Solider yelled. While Sinful and Soldier bickered, Scout shook his head and looked to the others.

"He...he needed to be alone for a bit. We talked, and he's basically sorry. Where he got the cookie idea, I have no clue." Scout said, waving his hands a bit to defend himself.

"Regardless of the cookie situation, is he going to actually think this time?" Spy asked.

"Yeah yeah, he will. So what's this about going north?" Scout asked, trying to change the subject. Shaking his head, Spy gestured to the maps on the table next to him.

"From what our friend Sinful said, these zombies came from north of the city. In short, we go to the source and try to extinguish the metaphorical flame." Spy explained quickly. "Miss Rarity is already sewing together some winter apparel for us. I must say, she is rather talented at making measurements just by observing us." Spy added.

"Did somepony call for me?" Rarity called, poking her head into the tent, a pleased smile on her lips. "Oh, wonderful! The whole team is here! Now, if you would please step out here, I'll give you your jackets and hats!" Rarity said happily, withdrawing her head from the tent entrance. After pulling Soldier away from Sinful, who clearly was not going to give up her cookies, the mercs and ponies all left the tent, stepping up to Rarity as she stood next to a clothing rack.

"What ye make fer us, lassy?" Demo asked, gesturing to the clothing rack.

"Well, taking your rather violent and professional lives into account, I tried not to go as extravagant as I usually do with my designs. But, each piece does have a bit of flare from yours truly." she said, her horn flaring up and plucking one of the hangars from the rack. "Scout dear, this is for you. The material is very light and breathable, but the insulation will keep you rather toasty." she explained, passing the winter track jacket to Scout.

"Aw yeah! This is what I'm talking about!" Scout said happily, slipping the jacket on. "Fits like a glove!"

"Erm, Soldier. This next one is for you. Heavy duty fabric and insulation with a wool collar to wrap around your neck in case of harsh winds. It even has a hood for you to pull up. Pyro, I'm not quite sure how to work with yours, seeing as how you use fire as a weapon. But, remembering that you're wearing rubber which freezes quickly, here is a thermal jacket and head wrap for you!" Rarity said, passing Soldier and Pyro their clothing.

"Thanks!" Solider said simply, slipping into his jacket as Pyro did the same.

"As for the rest of you, your gear is similarly made, using light fabrics with heavy duty insulation." Rarity said as the mercs all approached the clothes rack and donned their new jackets. All except for Heavy. "Heavy darling, please do bundle up. It will be frightfully cold." Rarity said, her caretaker side coming through a bit as she spoke.

"Nyet. Heavy does not need jacket. Heavy born in Siberia, colder than here. Is like tropical vacation here compared to Siberian work camps." Heavy said, using a large hand to pat his stomach, a content smile on his lips. Unsure of how to respond, Rarity simply blinked and frowned a bit as she put the jacket for Heavy back onto the rack.

"Very well. At least wear a hat." she said, passing him a rabbit furred Ushanka. The Russian gaped a bit at the hat as he felt its' soft fur. "Assuming that Siberia is similar to our Stalliongrad, I took the liberty to make you a Ushanka." Rarity said, pleased with the happiness coming from the large human.

"Is just like what mother used to sew for Heavy and siblings!" he cheered, picking Rarity up and giving her a crushing hug.

"GAH! Yes! That's all quite nice and such but -OW!- LET ME GO!" Rarity demanded, beating her hooves against Heavy's massive arm. The mercenary released her, making the unicorn gasp for air as she plopped down onto her hooves. After everyone was suited up and ready to go, Scout raised his hand in question.

"Uh, how're we gonna get north? As far as I can tell, them train lines don't go that far north." he pointed out. Murmurs began circling the zombie-killing group of ponies and mercs as they debated about how to go north.

"It's simple. You walk there." Sinful said simply. Everyone looked at her, eyebrows raised in question. "What? I'm serious! The only way to go north is to walk the Frozen Trails. Ancient native tribes used them for their pilgrimages to some sort of spiritual site. And as far as I can tell, all those rotters that first attacked Vanhoover came from that way." Sinful said as she munched on a cookie. Scout and the others all looked at each other, trying to find another alternative. With none coming to light, Spy nodded.

"Alright. If that is our only option, then we must take it." he said, turning to Twilight and kneeling down to her height. "I'm afraid I cannot ask you and your friends to join us."

Twilight looked at him agape. "Excuse me?" she asked simply.

"The road ahead is too dangerous. I do not doubt you and your friends remarkable ability to hold for yourselves, but this leg of the journey is too dangerous. I request that you stay here and assist around the refugee camp anyway you can." Spy said, placing a gloved hand on Twilight's small shoulder. The mare didn't look happy at his request, even held a bit of hurt within her lavender eyes. She cast her gaze to the other mares, seeing their ragged expressions and worn out bodies for the first time. Looking back to Spy, Twilight seemed to sag as she stood, eventually falling to her haunches in exhaustion.

"You're right Spy. I haven't had a solid stretch of sleep for roughly two days. That and some of us needs to get the blood off their hooves." she said, casting a snicker to Applejack and Rainbow Dash.

"We are agreed then. Men, we go." Spy said as he stood and checked his Revolver.

"Hold it Fancy Pants." Timeless pipped up. "I'm a member of the Celestial Dawn Guard. I have to go with you to make sure that the job is taken care of and prevented from happening again." he said, squaring his jaw authoritatively. Understanding the bucks' commitment to a now dead Guard, Spy nodded and gestured for him to follow. Timeless turned to Sinny, giving her a solemn look. Seeming to understand the message behind his eyes, Sinny reached her hooves up and wrapped the buck in a hug.

"Still friends?" she asked quietly.

"Of course." Timeless said, stroking her mane a bit. Releasing the punk rock mare, Timeless turned to the humans he was going to accompany into the frozen maws of hell.

"Gentlecolts." Timeless said, walking forward towards the camp entrance. In his wake, nine mercenaries of various ethnicities from a different world walked, weapons of various natures clutched in their grasps. Their faces held grim expressions, forged from years of harsh combat. But in their strides, they showed their pride, showing the bravery that came with their jobs. Of the ten that approached a frozen hell, nine of them were a single entity, relying on each other to get the job done. The last one, the sole survivor of a post that died with its' creator, the Celestial Dawn Guard.

Leaving behind them were six mares that symbolized the Harmony that united the land, left to help the refugees of a city under siege from the damned.

Combined, these ten souls would brave the darkness and horrors that are set before them.

Combined, these ten souls would liberate a blood soaked world, hoping to save the living from the hungry maws of the rising dead.

Combined, these ten souls would bring a new dawn to a world that was in its' darkest hour.

Tonight, the living enter the Home of the Damned, ready to fight back the dead.

~...End of Book One...~

Author's Note

Did anyone get goosebumps from those last lines?
Because I certainly did while I was writing them!!
So this wraps up Book One of My Little Fortress: Night of the Living Dead.
Book Two will start its' writing process sometime after Halloween.
Speaking of Halloween, I am planning on writing a party chapter. Basically all the characters will be at a massive Halloween party in either TeuFort or Ponyville, haven't decided yet.
Hope you enjoyed this chapter!!

Off the Record: Party Time!!

Teufort. October 31st. 6:30 PM

The legendary battlefield known as Teufort sat in an empty, abandoned silence. The RED side, with its' red wood farm-style building, sat across from its' vastly different, more industrial twin once occupied by the BLU Mercenaries. The two sides were connected by a simple, wooden covered bridge that sat over a sewer system that ran under both buildings. In the night skies above, the moon sat in its' dark cradle in full, revealing the dark gray pockmarks that littered the lunar surface. The silence was almost eerie; the kind you'd experience when you roamed an abandoned building.

Suddenly, a portal of magical origins ripped into existence in the middle of the wooden bridge, swirling in a combination of pinks and purples. Striding forth from this portal was a young woman, clad in a series of wizards' robes and artifacts that dangled from around her shoulders and neck. Tied to her chin was a false, long silver bead. Her lavender eyes opened in amazement as she exited the portal, gazing around the close-quarter battlefield.

"Wow! Another place aside from a high school! This is just amazing!" she gawked, her small hands clasping together as she skipped forward a bit in eagerness.

"Calm down brainiac, this place ain't anythin' special." called a young man as he exited the portal, his accent heavy of the Boston region. As he walked out, he was covered from head to foot in wrappings, aged to look ancient and withered. As he stood, he looked around the area, unimpressed. "Yup, same ol' Teufort." he grumbled.

"Cheer up Scout. You're home!" called a raspy voiced girl as she ran out of the portal in a dark jumpsuit, bomber jacket, and flight goggles. However, her small gait was cut short when she suddenly stumbled over her new legs, sending her crashing face-first to the ground. Groaning in pain a bit, she shakily gets back onto her feet and clutches onto the nearby bridge railing for support. Once balanced, she looked around the area, an eyebrow raised in questioning. "Wait. You guys live here? Jeez this place is a dump!" Rainbow Dash said, her voice carrying the same tone of being unimpressed, her arms folding across her bust.

"It may not be glorious, but its' home." Engineer called with a chuckle as he stepped out, his hardhat replaced by a stetson that had teeth and glowing red eyes. His left hand, normally exposed and ungloved, was covered by a false metal prosthetic hand and forearm. "'Sides, we never get tha chance ta fix the ol' place up, on account of bein' shot at most of the day." he added on a slightly grim note. Behind him, four more girls in costumes with seven other men, also in costume, emerged from the portal. Once everyone was assembled, and the new arrivals got used to being on two legs, Twilight turned to speak to them all.

"Okay, so I can only keep the portal open until morning. So, let's not waste anytime!" she said eagerly, a smile stretching across her lips.

"Oh! This is so exciting!!" Pinkie cheered out. "I've never been to a party in another world! Well, there was this one dream where me and Miss Flour Sack went to this really high end ball and it was all, like, BORING! So I pulled out, like, twenty-party cannons and then the ball became this crazy slobber-knocker of a party..." Pinkie Pie ranted on, her form dressed as a...giant chicken...

"I can't take her story seriously with her in that outfit..." Sniper grumbled, decked out in his Camper Van Helsing costume. "Not that I can even take her seriously in the first place..." he added. Spy snickered a bit, pulling a cigarette from an inner jacket pocket and lit it. He pulled a drag from the cigarette and released the smoke.

"Partake?" he asked Sniper, offering his cigarette case to the Australian. Sniper nodded, picked a cigarette and leaned over as Spy lit it for Sniper.

"Thanks mate." he said, taking a drag. "I still prefer my pipe though." he said, flicking away some ash.

"Well, the moment has passed. Come comrades, let us party!" Spy called joyfully. The others all agreed with his statement and began moving towards the Red base. Once everyone was in the Intelligence Room, Engineer sat behind the desk and pressed a concealed button. The drab overseer office had dual-sided walls that rotated around to reveal party favors, food, and drinks. Halloween themed balloons and decorations seemed to pop out of their own little cabinets, filling the corners with black and oranges. In front of the large windows that overlooked the operations floor, a DJ booth raised and powered up.

At that moment, Vinyl Scratch stepped out in a scantily clad, form fitting vampiress outfit. Once she reached the turntables, the mute DJ placed her signature headsets over her ears and picked a record. Placing the needle on top of the vinyl surface, the music began blasting from the large sets of speakers, along with a group of laser projected skeletons of various colors that danced to the beat.

"Now it's a party!" Scout cheered, immediately rushing to the dance floor and breaking into a spontaneous break-dancing routine. As Scout danced, Heavy moved up to the dance floor and began doing the dance of his people; the Kazotsky Kick. While the Bostonian and Russian had their dance off, the others all split up and grabbed their food and drinks.

"Engineer? How do you keep things from spoiling?" Twilight asked as she bit into a black-frosting cupcake.

"Oh that's an easy one. There's massive refridgeratin' units behind tha panels. We just take tha time ta restock the food an' drinks, then keep it cool until a party happens." the Texan explained as he munched on a cookie.

"That's smart thinking right there. Although I'm surprised you find the time to bake or make the drinks." she says, crumpling up the cupcake wrapper. Engineer chuckles and shakes his head a bit.

"We mostly do that stuff at night when the ceasefires' go inta effect." he replies. Nodding, Twilight looked out to the party, observing her friends mingling with the mercenaries of Red Team. Her eyes landed on Rainbow Dash as the athletic girl tried to dance-off against Scout. But, being being the athletic type she was, Rainbow Dash didn't quite have the rhythm in her.

Still, she looked like she was having a good time, even as she got tripped up and fell on her rear, laughing all the while. Rarity was busy talking with Spy about fashion choices and styles they both enjoyed the most. Pinkie Pie seemed to be partying her head off with Demoman as the two got into the drinks, blending together liquid atrocities and delicacies. Fluttershy seemed to be entranced and frightened by Pyros' minor ability to wield physical flames with only his hands. The effect was enhanced by the fact that Pyro was dressed up in a scorched dress with a burnt wig, making the pyromaniac look like a nightmarish version of Goldilocks. As for the rest of the mercs, they were simply enjoying the party, seeming to be glad that they could relax for the first time in a while.

However, Applejack looked like the odd one out in the party environment.

Walking to the Scarecrow girl, Twilight tapped her shoulder.

"You alright Applejack?" Twilight asked, furrowing her brow a bit.

"Hmm? Oh, yeah Twilight, I'm alright." Applejack said, rubbing her forearm a bit. "Just...not used to..." she gestured to her human form. "This." she finished.

"I understand Applejack. It took me a while to get used to being a human when I first arrived in this world, but it eventually becomes second nature." she says, her tone full of reassurance for the farmgirl.

"Are you sure?" Applejack asks, looking to her friend. "It all feels so weird. It's one thing to be seein' things from a different height, it's another to have these-" she says, flexing her new fingers. "-And to be on mah rear legs." she finishes, stamping her foot once.

"Believe me, you get used to it quick." Twilight says with a giggle, understanding Applejacks inability to quickly conform to being a human. Seeming to take her word as truth, Applejack nodded and casted her gaze to Rainbow Dash as she sauntered over to the drinks and asked for a drink from Pinkie Pie. The chicken-girl already looked absolutely sloshed, and gave the Shadowbolt a tipsy grin as she grabbed a cup of punch for her friend.

"It maybe a different world, but it sure feels like home." Rarity says, walking up to Twilight and Applejack. "I could get used to living here. Oh, just imagine the fashion possibilities I can bring to his new world!" she adds hopefully.

"I'm afraid your counter-part is already ahead of you on that one Rarity." Twilight says with a small smirk. The phrase seemed to deflate Rarity a bit, but she nodded in understanding. The three girls all looked to Rainbow Dash as she tried to pry a brown liquor bottle away from Pinkie Pie. Nearby, Demoman was already down for the count, having collapsed in the corner surrounded by countless bottles. Rarity glanced to Twilight, then took a double-glance at the bearded wizard girl. The girls' eyes were slightly glazed over, her lips curled in a small smile as she watched the Shadowbolt.

"Oh darling, it's painfully obvious." Rarity says simply, waving her hand in a gossiping manner. The statement snapped Twilight out of her trance and a furious blush raced across her cheeks.

"Wh-what!? What are you talking about?!" Twilight says, waving her hands in a defensive manner. "I-It's nothing like that!" she adds.

"What's goin' on over here?" Engineer asks, approaching the girls with Sniper and Spy accompanying him.

"Oh, Twilight has a crush on our Rainbow Dash, that's it really." Rarity says, taking a dainty sip from her drink.

"Heh, I bloody knew it. You owe me Frenchie." Sniper says, nudging Spys' side. The Frenchman grumbled as he rolled his eyes and withdrew a twenty dollar bill from his inner pocket and passed it to the Australian who pocketed the cash.

"You guys were betting!?" Twilight says in a shocked manner, revealing the fact that she did indeed have an interest in Rainbow Dash without actually saying it.

"Sugarcube, ya' should see tha red that paints ya'lls cheeks when ya' see Dash with her hair back in a ponytail." Applejack says with a snicker.

"Oh, you mean like now Applejack?" Rarity points out with a finger. Her gesture causes all of them to look at Rainbow Dash as she pulls her long rainbow hair back into a high, tight ponytail. The simple movement made her adorableness factor increase by 20%. Twilights' entire face erupted into red within seconds.

"If I may give some advice madame. Do not wait to tell her how you feel." Spy said simply, placing an encouraging hand on Twilights' shoulder.

"Please darling. The waiting will start to hurt if you do not tell her soon." Rarity says, then leans in. "That, and it will bring Pinkie's fanfiction to life. I want to see her reaction when she hears about you and Rainbow." she whispers with a giggle. Looking to her friends and the mercs, Twilight nodded a bit as she timidly stepped forward towards the girl of her desires. Once across the dance floor, after having to maneuver her way around the furiously dancing duo of Scout and Heavy, the two girls began to talk.

"Well, looks like we've planted the seeds. Now it's up to them to let it bloom." Rarity says. The others all nodded in agreement with the statement as they watched the two girls.

"Well come on ya'll, let's keep this party goin'!" Applejack cheers as she moves her way onto the dance floor. Immediately Engineer follows, starting up a square dance with the farm girl. The rest of the mercs and girls followed suit, moving onto the dance floor and starting their own forms of dance with one another. As the club music about spooky skeletons came to a close, a much more happier song began to play, bringing a 'feel good' mood with the blaring trumpets and catchy beats. The girls and mercenaries continued to party into the night, enjoying themselves with drinks, food, and conversations.

At one point, another club song began to blare from the speakers. While being a very simple and repetitive beat, the Mercenaries couldn't help but jam out to the song. The girls stood off to the sides while the men danced and jammed, laughing and cheering them on.

Eventually, the hours began to wear on, and exhaustion began to overcome everyone. At some point, Vinyl Scratch had fallen asleep at the turntables, having curled up under the DJ stand as the records continued to spin, playing nothing but static and the occasional skip of the needle. At some point, a fight had broken out, and Demoman was draped over the drinks table, his form unconscious and unmoving. Nearby, Solider was laid out flat in a corner, a sizable dent present in his helmet; a likely result from getting smashed in the head by a beer bottle from Demo. Heavy was busy emptying the contents of his stomach into a nearby trashcan while Medic was pouring a pink liquid into a small cup, passing the consumable to the large Russian.

"Here's some Pepto Heavy..." Medic grumbled as a twinge of pain shot through his head, forcing him to pinch the bridge of his nose to alleviate the pain. The Russian accepted the tiny cup, knocking back the chalky pink substance in one go.

As for the rest of the men, they were scattered about the room, nursing themselves or sleeping off the after effects of the hard partying. Pyro and Spy were the only ones who weren't severally hung over, rather they were cleaning up the mess that had become the Intelligence Room. The girls who had come through the portal with them earlier in the night were all sitting on a ledge where Sniper normally stood during combat hours against the Blu Team. Their young faces conveyed exhaustion, but all had happy grins on their faces.

"That was...the best party...EVER!" Pinkie tried to cheer, but she quickly gripped both sides of her head from a severe headache that plagued her.

"You bet Pinks..." Rainbow Dash said, looking down to the purple hand interlocked with hers. Twilight had fallen asleep at some point, having rested her head on Dash's shoulder as she lightly snored.

"I must say you two look quite cute together." Rarity said, giving Rainbow Dash a thumbs up and a small smile. Rainbow returned the gesture, careful as to not move to much.

"Ya'll realize, we have to go home here soon..." Applejack said, gesturing to the incoming sun rise.

"Yes dear, we do. But let us savor this moment. It maybe the last time we have any peace before going back to Equestria and dealing with Smert'." Rarity said, her voice carrying some slight annoyance at Applejack's statement.

"I agree with Rarity...I quite like it here...I'm more sad with the fact that Twilight said there can't be two of us here or else there'd be issues..." Fluttershy said, pulling back a few loose strands of her pink hair behind her ear.

"We have a home to get back to." Twilight suddenly said, waking up and stretching a bit. "As nice as it is here, we have a duty to perform to Equestria." she said, looking to her exhausted friends. With a smile, she pulled them all into a group hug and gave them a hard squeeze. Releasing them, she spoke again. "Come on girls, let's go wake up the Reds." she said, standing up in one fluid motion. Down on the wooden bridge, the magical portal back to Equestria continued to pulse, but was visibly losing its power.

After getting all the Mercs awake with the help of Spy and Pyro, the nine mercenaries quickly switched out of their ruined Halloween costumes and into the heavy winter combat apparel Rarity had made for them back in Vanhoover. Armed and ready, the nine men and six girls all entered the portal back to Equestria as a group, ready to get back into the fray.

Author's Note

I know I said this was going to come out on Halloween last year, but I got swamped by school and my responsibilities as a boyfriend.

Sorry for the delay guys, I really am!

From the Author.

Hi guys, Captain Suicide here to chat with you.

If you haven't noticed, My Little Fortress: Night of the Living Dead has been an inactive story for nearly a year and a half now. The simplest way I can explain this is that life had gotten in the way big time.

The longer explanation is that I've lost all influence for the story. Between getting out of my TF2 phase, my recurring attempts at a Fallout: Equestria story, and my lack of interest in MLP lately, the story has fallen off and, well, died.

Now, I'm not saying I'm done with the show or fandom; Not in the slightest. I just haven't had the time to catch up on Season 7 and the EQG specials. And with being torn between long work hours and (at the time) web design class, Team Fortress 2 ended up being uninstalled while I went over to War Thunder (I highly recommend the game if you like WWII tanks and aircraft. We've got naval forces on the way soon!).

But! Does this mean that I won't revisit the idea of a decent TF2/MLP crossover? Not at all, I'll definitely reinvent the story at some point. Maybe not have as many OCs in the story next time around.

Another factor for the story ending for now is that I've been through a lot of rough personal stuff lately. Between having been hurt by someone I thought loved me, my cat dying, and the struggle to get out of a rut I find myself in, not much writing has been done. Same can be said for drawing. I haven't touched my drawing tablet in close to half a year now.

What I can say for now is that MLF: NotLD is going to be put to rest for now. But, a story is brewing right now in the Fo:E camp. Maybe a story involving War Thunder will be attempted, maybe not. Can't say for certain.

I will leave two hints with the Fo:E story: It's going to be a very cold experience. Also, expect a lot of real life parallels in terms of technology. In recent months, in a way to kind of ease the hurt, I've dove deep into the history of the World Wars and have become quite the history nerd. It's tough being the only one in your group of friends who appreciates history has much as I do, but, I know my shit.

Any who, enough ranting for now. I hope you guys and gals are cool with this update. Again, I apologize in advance for putting the story to rest. In the meantime, I've got a wasteland to build. Hope to see you next time, when I release Fallout: Equestria - The Ruined City.