Mane co Mercenaries: The Battles

by PaintPaws

Rating: teen
Tags: Princess Celestia, Crossover, Gore, My Little Pony: Friendship is Magic, Princess Cadance, Other, Changelings, Queen Chrysalis, Adventure
Length: 8644

(Tf2 Crossover) Changelings will attack Equestria for the first time in a hundred years, but the Royal Guard aren't trained to fight off changeling so Princess Celestia calls in her secret weapon, her hired mercenaries

Before Twilight and the return of both Princess Luna and the elements of harmony there was just Princess Celestia and her niece Cadence, when a changeling spy approaches the princess speaking of an upcoming attack on Canterlot she has no choice but to plan a defence, but her royal guard aren't trained to fight off Changelings, in fact Equestria hadn't seen changelings for over a hundred years.

The princess decides that now is the time to unleash her secret weapon, eight hired mercenaries that she had collected from around the know lands of Equestria and beyond, plus the new changeling Spy. Hopefully they won't fail in their first real mission.

((This is pretty much what would happen if the tf2 mercs were born in the mlp universe, so things are probably going to be a little different about them, you have been warned. Takes place a few years before the return of Nightmare Moon))
((This story is not related to my other tf2 x mlp crossovers, it's just an idea that I had))

Published 2014-12-22 15:30:05 UTC
Last updated 2015-08-14 20:39:57 UTC

Chapter 1: Preparation

Author's Note

So this story had a few headcannons about the mlp universe, just a warning.
When a character speaks in another language it will have brackets around it.

Chapter 1: Preparation

Celestia's sun had just risen over the magical land of Equestria, the land was quite and still, nopony had yet disturbed the fresh new day. In a town, far south from both Canterlot and Ponyville, things were different. Ponies were already awake, some had been for hours, others were still drowsy and needed tea or coffee to keep themselves alert. The reason for them being awake at such ungodly hours, they were preparing. For a fight.

Nine creatures stood, sat or floated around a square table in the middle of a large room, the table held a map of all of Equestria and beyond into the known realms, the creatures looking at and discussing the map and some instructions that had been hastily written on parchment. Around the room were more maps, plans, posters and photos depicting various things ranging from celebrities of Equestria, such as the Wonderbolts to pictures of the creatures themselves.

Among the creatures, three of them were arguing. One stocky, grey pegasus with a dark blue helmet covering his eyes was barking orders to a changeling wearing a dark red ski mask and a paler red suit, the changeling took a long drag from a cigarette being held in his green magic, glaring angrily at the pegasus while a short, tan coloured unicorn desperately tried to keep the peace between them.

The other creatures didn't seem too bothered by the trio, either they were used to the bickering or just didn't care, or maybe both. The only ones who showed any interest was a dragon and a second unicorn. The reptile was relatively small for a dragon, only just being taller than a pony, she itched absent mindedly at the mask she wore over her face while watching the three fight, staring at the short unicorn, her emotions unknown due to the mask. The unicorn was a dark red with a black mane and tail and a patch over one eye, he took a swig from a bottle of scrumpy as he warily kept an eye on the pegasus, ready to stop him if he attacked.

At the opposite end of the table sat a giant earth pony, he towered above the the white unicorn he was calmly chatting to in a foreign language. They too were discussing plans, the white unicorn occasionally adjusting his round glasses or flicking his dark curled mane as he spoke, the pale greyish blue earth pony squinting down at the map or some notes every so often.

Next to the pair was a griffon, adorned in a brown hat and sun tinted glasses, he sat there, quietly sharpening arrow heads as an energetic young pegasus in a baseball cap told him about a baseball game that had happened the day before, the griffon wasn't really listening to the pegasus rant about unfair scoring and the other team cheating, but nodded his head every now and then as if to show interest.

"Listen to me you love eating MAGGOT!" The helmeted pegasus roared, breaking the somewhat calm atmosphere and sending the other creatures into silence, "I don't like you, I don't TRUST you! So when you tell me that we SHOULDN'T attack the hive head on, what in Celestia's mane do you think I will say to that!"

"Solly, please!" The tan unicorn pleaded, "Spy has a point, it could be a trap."

"It is a trap." The changeling hissed, rubbing his temples, "But if you want to go charging in without a plan, no less, I'm not going to stop you."

"We do have a plan!" Solly snapped angrily, "We storm their base, Medic deploys the ubercharge, we drop the bomb, Engie teleports us out and we watch the explosion over cans of beer! It's faultless!" The pegasus insisted, seeming quite proud of his plan.

The white unicorn tutted, "Herr Soldier you know I can only uber one pony at a time.", he said with a German ring to his voice.

"And laddie, I don't think wiping out an entire species is really what the princess wants us to do." The red, Scottish unicorn added.

The dark blue pegasus blinked, as if considering this for the first time, before he could speak however he was interrupted by the door to the room swinging open. A purple unicorn mare stood in the doorway, she wore cateye glasses and had her black mane tied up in a bun.

"Sorry I'm late guys." She said briskly as she trotted into the room and set her saddle bag down on the table, "Anything new Spy?" She asked the changeling.

Spy shook his head, "Either they know I'm working for you or they are sending instructions differently, I haven't been getting any for a while now."

The purple unicorn nodded, "So the attack is still coming as far as we know, alright... we can work with that."

"Hey Miss Pauling," The light blue pegasus spoke up, "Doing anything after tonight?"

"Not now Scout," Miss Pauling said, "If we don't take care of this first then we won't be able to do anything after tonight."

Scout frowned and lent close to the griffin beside him, "Is that a yes?" He whispered, the griffin chuckled but shook his head, the pegasus grumbled.

"The hive is here." Spy said, pointing at a black and green area on the main map on the table, "Chrysalis cannot teleport all of her drones and soldiers to Canterlot, from what I heard they will be passing through smaller towns like Ponyville in order to get there."

"Because they all so spread out we don't know which way the Queen will go," The tan unicorn chimed in, "Hell, for all we know she could already be in Canterlot."

Miss Pauling sighed, "If Engineer is right then this could already be over, changelings have never made contact like this to Equestria in a long time, nopony will know how to react."

"Probably why they want to attack now then, if your family member or lover starts acting differently, regular folks aren't gonna think it's a changeling, right?" The griffin said.

"Ohh ohh! Tell her my plan." Soldier loudly whispered to Spy.

"I am not telling her your plan Soldier."

"Wait." The large stallion suddenly spoke, everybody turning to look at him, "All changelings are coming to Canterlot, they surround it, yes?" He said, drawing a circle around Canterlot with his hoof.

Spy nodded, "They plan to close in on the capital city, yes."

"You onto something, Heavy?" Scout asked.

"If you told hive that they were discovered, that tiny sun princess was setting trap and only way past is through Teufort, would they come?" Heavy asked

"...Tell them that Teufort was a blind spot to Canterlot" The griffin muttered, catching on to Heavy's plan, "That it's unguarded."

"Da, they come here, see no guards think it's safe."

Spy thought for a while, "It could work..." Miss Pauling said quietly.

"If I tell them what Sniper said, that we are the blind spot, she would likely send her more powerful soldiers through here, their disguises aren't as perfect as the drones or spys but they are more powerful fighters."

"Aye, we can take 'em" The Scottish unicorn said.

"And those pansy guards can deal with the drones," Soldier added, "and the spys will run away because they are cowards." He said glaring pointedly at Spy, who simply rolled his eyes.

"Okay, Spy send that message, I'll update the princess." Miss Pauling said picking up her things and beginning to leave, "And try to come up with a plan that doesn't endanger the town."

There were mummers of disappointed agreement in the room as Miss Pauling left, Sniper set out a map of Teufort on the table. "Trukie, if you set me up a teleporter about here," he pointed a claw in the forest surrounding one side of Teufort, "Then I can tell you if I see them."

Engineer nodded, "Alright, but don't shoot, we need to get them into town before attacking them, then it's harder for them to retreat."

"Can't they just send a message saying that it ain't safe and that it's a trap." Scout piped up.

Spy waved him off, "These soldiers are like our Soldier, just dive right in without thinking."

"It's the only way to do it." Soldier beamed proudly, Spy facehoofed.

"Demo, set up some stickies in the centre of town, I'll hide some turrets there too." Engineer continued, Demo nodding, "Pyro and Solly attack from the air, Heavy and Medic from the ground doc, try to build an uber before they get here."

"Already on it." Medic said, a trail of blue magic swirling around his horn and attaching itself to Heavy, the magic having small blue crosses bubbling in it.

"Spy, you gotta get them here, me, Demo and Scout will stop them leaving. Sniper, get any that get too close or run too far away. Everyone clear?"

The creatures agreed and left the meeting room to begin setting up for the impending attack, Spy, Sniper and Engineer leaving the town and heading into the forest, not before Engineer set up a teleporter. Soldier and Pyro took to the air, Soldier and Pyro hiding behind the thatch roofs of houses, Scout lent on the wall of one of the houses, twirling his baseball bat in his hoof. Demo began enchanting small, spiky orbs, making them sparkle with the same red magic as his horn, after strategically placing the orbs in different places he tossed a saddle bag up to Soldier.

"It's fireworks and bombs laddie," The unicorn said in response to the pegasus' confused expression, "Throw em down if they get too clumped up."

"Right." Soldier said, attaching the bag to his back and fumbling with some matches, the dragon made a low mumbling sound. "No I do not need your help Pyro."

"Well she could light them on the way down laddie."

Soldier grumbled and Pyro made a muffled sound as though she was laughing.

On the other side of town Medic and Heavy stood together and watched everyone set up, Engineer had just teleported back and had begun setting up sentry guns in hidden places, turning off their sound so their positions wouldn't be given away. Medic tittered to himself.

"Oh this is exciting." He muttered.

"(What, because this is our is our first fight altogether?)" Heavy asked, speaking better in Russian then he did in English.

"(That and these creatures, oh how I would love to get a hold of one just to see what makes it tick.)" Medic responded in German. Heavy laughed, happy to have found someone who could adleast understand his mother tongue and didn't mock him for his poor Equestrian when they first met.

Engineer finished setting up a third sentry and then folded them all up into red tool boxes, ready to deploy them at a push of a button. He trotted over to Demo and joined him in pretending to window shop.

"I told the shop keepers not to panic if they hear explosions, didn't tell them about the changelings though." Demo said to Engineer in a hush tone.

"The Princess will probably want to do that herself," Engineer muttered, "Right now all we need to do is wait."

"I always hate this part." Scout said, overhearing the conversation.

"Me too boyo," Demo sighed and looked down the path Sniper and Spy had left down, "Me too."

Chapter 3: Traitor

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 4: The Hive - Part 1

Author's Note

Sorry this took so long, exams got in the way, I made this chapter into two shorter parts otherwise I'd never get it out, sorry about that :twilightblush:
Okay so I sorted out some headcannon problems here to do with the tf2 comics and such, I also made it so when Heavy or Medic are speaking in their respected languages they have brackets around them. If it doesn't look good then I'll change it back.

Chapter 4: The Hive - Part 1

A soft yet bright yellow light blinded the mercenaries vision momentary, once their senses had cleared and their eyes had readjusted to the dimmer light of the world around them they saw that they had been brought to a forest, the trees themselves seemed darker then normal trees, the bark was almost black and the leaves where leathery.

Princess Celestia raised her head and examined their surroundings, then nodded to the mercenaries, "Travel north, you cannot miss the hive." She flared her wings, "Remember that the easiest way of getting Spy out is getting in without being seen." The Princess of the Sun said before taking gracefully to the sky.

As soon as she was in the air the mercenaries began their short trek to the changeling hive, once Princess Celestia was out of sight Princess Cadence glared at the mercenaries.

"She told you no fighting." She hissed angrily, gesturing to the packs of weapons brought by the mercenaries.

"She said, no fighting if we could help it, your highness." Engineer said calmly, "And honestly, the're more to protect you, if we get in trouble. Which is likely to happen, considering our luck with changelings so far.."

Princess Cadence dropped her glare, feeling slightly guilty for the mercenaries, but then raised an eyebrow, "What about Spy? You'd consider that luck, right?"

Demo snorted, "More like one of them changelings have finally come to their senses and realised that their Queen's a bloodly power hungry psychopath, that's not luck lass, that's common sense."

Cadence was about to argue when Scout interrupted her, "Why are you and the Princess so obsessed with Swiss cheese legs anyway?" He asked hovering above the group. "There's hundreds of them just the same."

The Princess of Love sighed, "There isn't hundreds that would turn away from the hive like he did," She paused, "To turn away from their only home and their own kind... That's not something a lot of ponies could do."

"So he's a rarity?" Sniper asked, "Valuable?"

Princess Cadence nodded, "Aunty said that she tried to make with the Changelings a long time ago, but they refused for some reason. Every so often a changeling has come to Celestia because they had, like you said, come to their senses." She sighed again, "Aunty said that whenever this did happen, that changeling would be marked a traitor and be hunted down by the hive. She said that it happened every time no matter how well hidden or protected they were. Spy was the one she decided, that she would go all out on saving."

Engineer frowned, "She didn't really put much effort into it then... no offence."

"She thought that he would be safer with you, especially with a dragon." Cadence said, Pyro chirped happily overhead.

"Izzat why she'd risking you and her self for him?" Demo asked, turning to the Princess

Cadence didn't answer, she stared ahead with wide eyes. When Demo followed her gaze he saw it. The Changeling Hive.

The hive was a greenish black, matching the trees that grew around it and it had holes that matched the creatures that lived inside. Yet it was large but not very tall, the mercenaries guessed that the rest of the hive must be underground. Sticky green patches of something were around and hive, some spilling out of holes that might be windows, there were also cobweb like substances, similar to a changeling's mane and tail. that reached out from the hive and stuck to the ground.

Guarding what was supposedly the entrance stood a group of four large guards, they wore thick, dark blue armour, unlike the thin more metallic type that the attackers of Teufort had worn, their horn's stuck out of their helmets and were tall and jagged, clearly built to fight with. Their wings poked out too, seemingly larger and had less holes.

"How we gonna get past?" Scout asked.

"We're invisible, remember." Demo hissed, not quite sure if he had to keep his voice down or not.

Scout landed hesitantly and looked out at the guards, "Yeah but what if we're not."

"Are you saying that you don't trust Celestia?" Princess Cadence asked, looking pointedly at Scout.

Before Scout could answer back, Soldier grabbed him, "Only one way to find out!" He said, then launched Scout towards the changeling guards before any of the mercenaries could stop him.

Thankfully, Scout could recover quickly from falling. He spread his wings out, tensing them to slow himself before aiming himself skywards and beating his wings quickly so that he would be far enough away from the changeling guards to have an advantage on them if they did attack. Which they didn't.

Scout beamed and turned back to the group, who where hiding amongst the bushes, "It safe!" It called over to them while keeping a wary eye on the guards in case they reacted to his voice. Which they didn't.

The young pegasus landed slowly in front of the four guards as the others approached, he was about to wave a hoof in one of the guard's faces when Demo stopped him.

"Careful lad, don't wanna push our luck." He said, releasing Scout, "And they probably ain't like the Brattish royal guards." He added as he and Scout crept past the guards and into the entrance of the hive, the other mercenaries and princess following them, Heavy going last.

Only Medic noticed the changeling guards glance at the giant earth pony, before the unicorn could warn the others or even take note of the action another headache made it seem irrelevant.

Once inside the hive, the group looked around at the many passageways and quickly realised that they didn't really know where Spy might be. As a group they decided to head downwards, hopefully to where the prison cells would be, they followed paths at random and sometimes ending up back where they started. The mercenaries unable to agree on a route.

After what felt like an eternity of aimlessly wandering, Cadence stopped and stomped her hoof, "Do any of you actually have a plan or are we just lost!" She demanded, trying not to slip into Royal Canterlot tone in her frustration.

The mercenaries grinned sheepishly, Cadence blinked, "Not even a follow the left wall?"

"We would do, but Sniper thinks that will get us more lost." Demo muttered.

"Keeping to the left would just lead us in a circle, not get us lost." The griffin growled.

"Well if you're so good at it then you lead us." Scout said with annoyance.

"I've suggested mapping the area but you blokes don't wanna do that." Sniper snapped back.

Before a fight could start, Heavy interrupted them, "Why don't we split up?" He asked.

The other mercenaries stared at him, Engineer looked to Princess Cadence and then to Heavy, "Is that really wise partner, what about the Princess?"

Cadence was about to complain when Heavy spoke again, "Like Princess said, she can look after herself, does not need as much protecting as you think." Cadence smiled at this.

"And what if one of us gets inta trouble?" Scout asked.

"Shout. Changelings cannot hear us." Heavy said simply, the others seemed satisfied by this.

"Ah still think that Pyro and me should go with the Princess, just to be sure." Engineer said.

"So we split into four and five?" Sniper asked.

"Nyet, less to cover more ground. Like threes and twos." Heavy said.

Engineer frowned slightly but Sniper nodded, "And if we get into trouble or wounded." The griffin added with a cynical tone.

"Da, Engineer and dragon with little Princess, you with Scout, Soldier and Demo, me and Medic." Heavy sorted the groups and nodded.

Sniper groaned inwardly at the thought of being stuck with Scout in a fight, Soldier and Demo cheered and Pyro purred at the Princess, who nodded, "Now that sound more like a plan." She said.

"Good choice of teams too," Demo added, "But where too?"

Heavy looked around quickly surveying the area and thought, "Head downwards, Engineer, Pyro, Princess, Soldier and Demo go right but keep to left wall. The rest go left but keep right wall. We can meet up in centre." The stallion paused, "If there is one." He added quickly.

Engineer thought for a moment, "There might be a mainframe type place, well not a mainframe but..." He shook his head, "We don't wanna get to the throne room."

"If we find it throw everything you've got at the Queen then get our asses outta there." Soldier said with a nod that made his helmet wobble.

The other mercenaries agreed and set down their designated paths, yet Engineer was still worried, so Pyro kept her guard up. Princess Cadence frowned, "I thought that you guys all worked well together."

Engineer sighed, "To be honest we haven't really been in any real fighting, not anything like this anyways. We were only recruited about a year ago, sure we've had time to bond and all but.. not really fix together as a team, the Princess didn't wanna risk us."

Cadence gave a comforting smile, "She does speak rather highly of you all, even if the guard captain hates you."

The unicorn couldn't help but blush a little at the complement, "Heh, a bunch of misfits like us.." he chuckled, "Well your guard captain's awful old, 'bout time someone replaces him."

"Aunty wants that, but none of the guards really have the..." She searched for a word, "The right feel, I guess."

Engineer blinked, "That because they all look the same or something?" Cadence giggled.

"No silly, that's just an enchantment. Did you really think that Aunty could find so many stallions that all look the same." Even Pyro sounded like she was laughing, Engineer chuckled again.

Elsewhere in the hive Demo and Soldier trotted beside one another, Demo quickly looked behind him, "Maybe we should start leaving breadcrumbs." He muttered, mainly to himself.

Soldier blinked, "You brought snacks?" He asked.

Demo sighed, "No I dinnae mean..."

Soldier cut him off with a gasp, "Are you going to teleport bread?" He asked excitedly.

"It's a figure of speech lad." Demo said before he could be interrupted again, he shook his head, "I don't want ta get lost, that's all."

"We'll just blast this place to hell and go home for a beer." Soldier said.

"Aye, go down to the pub for pint." Demo added and laughed, "That reminds me, not that Engie's not here..." Demo pulled out a bottle of scrumpy with his magic, uncorked it and took a long swig.

Soldier snorted, "So you did bring snacks."

"For me lad, not for you." The unicorn said before taking another sip, "If we do get in a fight here it's gonna be one hell of a show."

The pegasus nodded in a agreement, "And we're gonna send each and every one of those love sucking maggots back to their mamma's in a box."

Demo laughed, his bottle was nearly empty already and he could feel the scrumpy starting to have an effect on him, "Aye, those sneaky little snakes in the grass are gonna get blasted into thin gruel." He pulled a second bottle out his saddle bag, "Gonna make me bag as light as a wee feather by the end of this."

In the next passage over Scout and Sniper quietly glided along, the griffin was trying to make plans for what he would do if they were found by changelings, the pegasus had quickly gotten bored at Sniper's silence.

"So, er, what's it like in the Griffin Kingdom?" Scout asked, snapping the griffin out of his thoughts.

"Didn't come from the Griffin Kingdom." Sniper muttered.

"...But you're a griffin..." Scout said after a moment silence.

"Yeah, so?"

"A griffin not from the Griffin Kingdom?" The pegasus asked, "Are your parents griffins? Did you move?"

"My parents are Minotaurs, just like the rest of Austneighlia." Sniper said bluntly.

Scout squinted at the griffin for a long time, trying to work out if he was serious. Sniper was as straight faced as he was before, as though he didn't notice anything wrong. The pegasus scrunched up his face, "..right." was all he said before finding a more interesting topic of conversation. Himself.

"My ma raised all eight of us all on her own," He started, "We all different types of ponies and my brothers were in a lot of gangs and stuff but they were always faster then me so little old Scout said you know what, I'm gonna fly faster then any of these losers and he did. Like we were like wild dogs man, no one could stop us."

"What about your dad?" Sniper asked.

Scout shrugged, "Don't know, don't care, why should I care, he don't care enough about my ma to stay with her so I don't care about him. Probably don't even know he has an awesome little pegasus but that's too bad for him 'cause he missed out on having a perfect son like me."

"Right." Sniper muttered.

In the passage furthest from Princess Cadence, Heavy and Medic walked silently, the giant earth pony seeming quite happy to stop if Medic's headaches forced him to stop walking.

"(We should have seen somebody by now.)" Medic groaned in German, Heavy just nodded.

"(Remind me how your ubercharge works.)" He said abruptly in Russian.

Medic blinked, "(What? Why?)"

Heavy shrugged, "(Might take your mind off the pain, I don't know.>)

The unicorn sighed, "(It's an old spell that I manipulated to my magic, it takes pain and damage and converts it into pure magic that makes flesh strong enough to survive anything and it...)" He rubbed his temples and started moving again, "(And this really isn't helping.)"

"(Can it survive alicorn magic?)" Heavy asked, following him.

"(God I don't know, I've never really felt like slapping Princess Celestia across the face in the hopes that my magic is stronger than hers.)" Medic said shaking his head, he sighed and stopped walking again, "(This isn't right.. something isn't right..)" He muttered.

"(What's not right.)" Heavy asked, standing nearby the unicorn.

"(Everything.. you and..)"

"(Me?)" Heavy said with a tone of annoyance, "(I'm not the crazy one.)"

A hurt look crossed Medic's expression, he shook his head and turned to leave, "(I'm going back to find the others... I..I don't like this.)"

Before the unicorn could take more than three steps away he was slammed into the walk by a powerful forelimb and held there by his neck, his vision blurred for a moment as a second pain started throbbing in his head. Once his vision restored it'self he saw Heavy, his eyes glowing a strange green, Medic met his eyes and before he could do anything his mind went blank.

'Heavy' chuckled cruelly, dropping his voice disguise, "Aww, crushes are cute aren't they?" He said mockingly to the now fully hypnotised Medic, he inhaled deeply, "We don't get much power from them but it's more than enough to take down you petty little ponies, then the love princess will be ours."

Medic rolled his head to one side and pushed his back legs against the fake Heavy's chest, as though he was trying to push him away and defend himself, the fake Heavy simply tutted, "I'm not the one you'll be fighting, dear doctor."

Chapter 5: The Hive - Part 2

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 6: Hunting

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 2: First Fight

The townsfolk went about their day as normal, they were still very wary of the eight new guests that had moved in a year or so ago, especially now that they had some sort of bug-like equine among them. But they decided to leave them be as they set up in the town centre. They still greeted them politely when they saw them later in town, they seemed nice enough to talk to, even if some were a little scary.

It had been just about a year ago when they all arrived, and that building appeared with 'Mane co Mercenaries' painted in white. An enthusiastic minotaur called Saxton Hale and a young purple unicorn called Miss Pauling had arrived with them insisting to the townsfolk that the new arrives meant no harm to the citizens of Teufort, and were "Just like trainee royal guards". They didn't tell the townsfolk about the dangerous outlaws part of the mercenary's story , so they were accepted.. reluctantly.

And now here they were, a year later and fitting in rather well. Engineer and Demo browsing one of the local hat shops, they were even trying some on and buying a few, Heavy and Medic chatted by a café, as though deciding whether or not to get lunch or not and Scout stood near to a radio, likely listening to a live baseball game as his face changed from nervousness to panic to a shout of "OH COME ON!" and back again.

That's when the griffin Sniper stumbled out of an ally, looking slightly dazed and sick. He looked around before wandering over to to Engineer and Demo.

"They're coming, gonna be looking like tourists, Spy's gonna be a green pegasus." He hissed to the two unicorns, Engineer nodded and pulled a calculator type device out of one of his bags of hats and pushed a red button, there was a flash of light down the ally Sniper had just came from and the clatter of metal.

Demo nodded, "Everything's ready to go lad, go find a perch, quick." Sniper nodded, holding on to his hat as he took to the air. First gliding over to Scout to remind him of the impending battle before flapping up to a broken, abandoned buildings and hiding within.

Heavy watched him fly up and draw his bow, putting the arrow in place and waiting patiently. He turned back to Medic whose horn was now giving off blue sparks.

"Charged." Medic muttered, Heavy nodded, the two then returning to their previous conversation. They didn't have to keep their act up for much longer as a large group of around twenty ponies happily trotted into view.

The group looked off, the ponies were all oddly shaped, either they were too thin had oddly shaped body parts. Few ponies looked normal, one of them was the one in front, who stopped all of a sudden and looked around, causing the group behind him to stop in the town centre and stare at him, not loosing their cheerful demeanour.

"Hey pass me the map Crackers, I think we're lost." The pony said, he was a green pegasus with a yellow mane, he looked over to bulkiest pony in the group, an orange unicorn. He was big, but didn't surpass Heavy in size.

The unicorn tutted and shoved a map in the green pony's face, the pegasus spat it out and scanned it over with his green eyes, "Yep, definitely lost." He sighed and tossed the map back at Crackers

"I thought you said you knew where you were going.." Crackers growled, the pegasus raising his hooves defencelessly.

"Alright alright, I'll go and ask for directions." The green pegasus said, ignoring the glare he got from Crackers and flying over to Engineer and Demo.

Before Crackers or any of the other ponies in the group could protest to the green pegasus, Demo's horn flared a bright red as explosions went off around the group of tourists, throwing them off their feet, maiming a few and killing two. The group's wounds bled turquoise.

As the group recovered there were three separate beeps and chrrrs that came from different directions, the source of the noise were three sentry guns, red with laser guns and firework launchers. "It's a trap!" 'Cracker' yelled to his group as they tried to flee, some of the maimed creatures got pelted with rapid magical blasts before getting finished off with a bright firework, black and turquoise gibs sent into the air.

Out of the group of twenty, six had been killed already, the rest had ran out of the sentry's range. The green pegasus took to the air and hovered above them, smirking. 'Crackers' growled and dropped his disguise, the others following suit.

"You... traitor!" 'Crackers' roared, the yellow unicorn had become a brutish changeling adorned in dark blue armour, carried by powerful legs, "You dare disrespect the Queen."

Spy dropped his disguise too and glared down at the changelings, "She is not worthy of my respect." He hissed before vanishing.

The large changeling laughed mockingly, "And you've taught yourself pretty pony magic, how cute." He looked around for Spy when he was tapped on the shoulder, he whirled and glared at the drone that had distracted him, who pointed ahead of them.

When the brute changeling followed his gaze he paled, towering above the group was Heavy, Medic stood close behind with an amused expression on his face. The changelings all lit up their horns and fired magical green blasts at the pair, before they could hit Heavy's body turned blue and metallic, the blasts bouncing off harmlessly.

Heavy snorted before charging at group with a roar, Medic chased after him. Most scattered, only the largest changeling attempted to counter Heavy's attack only to be knocked aside and thrown into a nearby wall. The small changeling drone was stomped under Heavy's hoof just as the metallic armour flickered out.

Two other changelings, upon realising Medic had caused the armour, chose to attack the smaller stallion. One dove at the oblivious Medic only to receive a baseball to the skull and getting knocked to the ground.

"Coming through knuckleheads!" Scout called as he swung his baseball bat at the second attacking changeling sending it flailing. The pegasus turned to the first changeling and brought his bat down on it's head while shouting, "BONK!"

Eleven changelings remained, two drones and nine soldiers, they all grouped together watching to see if any more ponies would start attacking. The townsfolk of Teufort had already fled into shops and buildings at the first explosion. That's when they heard a whistling sound came from above them.

"Scatter!" One of the soldiers yelled as a firework shot towards them, exploding in a red and yellow flash and sending them flying in different directions.

One of the two drones recovered quicker then the rest, he lifted his head and charged green magic in his horn before releasing it into the air where it exploded in a green flash with a loud 'bomb'. Soldier narrowly avoided the blast and glared down at the drone.

"You missed, MAGGOT!" He shouted, diving down and throwing a firework directly in the changeling's face, destroying it.

"That light could've been seen for miles." Demo mused as he darted around, placing more bombs towards the entrance to Teufort to prevent the changelings from retreating, "This has been too easy..." Demo watched as Pyro swooped down and incinerated eight of the ten changelings remaining, the insect like creatures apparently being highly flammable.

There were only three changelings left, the brute facing off Heavy and Medic and the two survivors of the firework attack, both the survivors making a charge for Scout, who was taunting some of the changeling corpses. As one reared up to bite Scout with his sharp fangs an arrow buried itself into it's skull, killing the changeling instantly. At the same time the other was killed with a bite to the neck from Spy, who appeared behind it.

Spy groaned at the blood splattered onto his suit from both Sniper's arrow and his own bite, "Ruined." He muttered.

"Why the suit, traitor?" The changeling drone spat, he was being pinned to the ground by Heavy, any small cuts or bruises on the stallion's body were being rapidly healed by Medic's magic.

Spy casually pulled a cigarette case out of the inside pocket of his suit, removed a cigarette and lit it, "So my colleagues know who to aim for." He said just before an arrow pierced the brute's eye.

Heavy snorted and stood up straight, "That was too easy." He rumbled, the other nearby mercenaries agreeing.

"I understand that changelings are better stealth fighters, but that was pathetic." Medic added.

"Maybe they are.." Spy began, but was cut off by a pair of shouts.

"INCOMING!" Demo and Engineer chorused, the two unicorns quickly retreating from the entrance of Teufort, followed by an even larger group of changelings, possibly three times the size of the first batch.

Demo flared his horn again, an explosion going off amongst the changelings, but many were flying and were unharmed.

"There's more coming the other way too!" Scout shouted, backing away from an equally large group of changelings flying down from the sky, "Really starting to hope we didn't get trapped in our trap you know." He said, laughing nervously.

"Bring it on you love eating MAGGOTS!" Soldier bellowed as he dove down into the small army with magical grenades in his hooves, he threw them down only for one to be shot back up and explode close enough to Soldier to send him off balance and crashing into the ground, his saddlebag of explosives breaking and falling away. Medic quickly ran over to heal the pegasus.

Pyro then dipped down and washed the changelings with her fiery breath, as she came low enough to them, the changelings began firing magical blasts at her, forcing her to fly higher.

The changelings came to a stop, surrounding the grounded mercenaries, who had retreated into the centre of town. They all were seemingly keeping their distance between themselves and the mercs.

"Oi Medic," Demo hissed while searching his saddle bag for more grenades, "You got a charge yet."

Medic shook his head as he helped Soldier to his hooves.

"A plan like, right now, would be nice." Scout said, hovering nervously over Heavy.

"They get too close and they'll get blasted." Engineer whispered, "But I think they already know that."

Back in the abandoned building Sniper swore quietly, there were too many changelings to shoot effectively and so much as one arrow could give away his position. He was forced to just sit and watch his team, but still prepared his bow, just in case he saw an opportunity.

The match on the ground was at a standstill, there were too many for the mercs to attack head on, but the sentries stopped the changelings from attack any further. The two groups were just glaring at each other in silence. Spy decided to make a move, he sneaked back into the centre of the group and turned invisible, his movement went unnoticed by the surrounding changelings.

Soldier pushed Medic away to glare at the changelings around him, "I'll tell you what we're going to do stallions," He snapped, "We are going to fight! We are going to tear every last one of these maggots limb from limb and crush their brains to make BEETLE JUICE!"

Almost instantly after Soldier spoke laughter broke out around the mercs, the older pegasus growling as the other mercs winced at the changeling's shrill laughter.

One of the changeling's managed to catch their breath, "There's only six of you idiot ponies," The changeling called out to the group, "Six ponies, one dragon and one traitor against over a hundred of us."

Engineer blinked and exchanged looks with the other mercenaries, all of them realising the same thing; the changelings didn't know about Sniper.

Soldier simply continued to growl, "Alright love bugs, you asked for it." He addressed the changeling army, the pegasus grabbed Medic with one forelimb, before the unicorn could protest Soldier screamed, "ATTACK!!", and took off into the air, taking Medic with him.

The remaining mercenaries were in shock for a few seconds, as were most of the changelings, until a spitball of fire fell from the air, the distracted changelings not noticing quick enough to move out of the way got hit. As the fire spread from the panicking changelings, the other mercenaries choose this opportunity to attack.

Engineer used his magic to pack one of his sentries away and take it closer to the fight. Some of the uninjured changelings fired their magic at Engineer and his relocated sentry to force the unicorn from retreating to collect another, instead he stayed to repair and protect his first. The short unicorn hid behind his device as he made constant repairs with his wrench to stop the magical blasts from destroying it, the sentry firing magical blasts back at any changeling that got too close. Engineer looked helplessly back over towards his other two sentries, one was still out of range of the changelings, the other was firing every so often at the changelings that swooped too low to it. If the unicorn had had enough magic left over he could of teleported one of the sentries over, but inorder for his sentries to work he had to sacrifice a large portion of his magic to them, building one would have been fine but building three left him with only the strength to do basic levitation.

Elsewhere Demo had collected the broken saddlebag that had been dropped by Soldier, inside he found around half a dozen fireworks but no magical grenades. It'll have to do, he thought. He darted back to a safer position and levitated a match box out of the saddlebag, he wasn't surprised to find that not many were left, but he would have to make do. Demo took three of the fireworks in his magic and held them horizontally, using a spell to enchant them with more power, the enchantment making the explosives glitter with the same red magic that came from Demo's horn, he then lit a match and fired all three at once. The fireworks wizzed towards a group of changelings charging towards Engineer from behind the unicorn's back, one firework exploded in front of the group, blinding them, the two exploding in the middles of the group, scattering and maiming them.

Heavy however, wasn't finding it as easy to fight the horde of changelings, especially with Medic gone. If he charged in to them he would get swarmed and taken down, but he wasn't fast enough to dodge the changeling's magic. He found himself feeling quite useless in the middle of the town centre.

Scout seemed to sense this, he swooped down close to a small group of changelings, "Yo knuckleheads, over here." He taunted, hitting one over the head with his bat. The changelings hissed angryily and chased after him, Scout luring them straight to Heavy, flying over the giant stallion's head.

"All yours, big guy." He said as he flew away to find some more changelings to fight/lure. Heavy grinned and turned back to the changelings, who had stopped chasing Scout and stared at Heavy before trying to scramble away. Despite his slowness, Heavy still caught up with the changelings with ease and stomped on them, Scout luring more changelings over to the giant.

Spy appeared and disappeared amongst the army, tearing out throats of lone changelings. He was unable to disguise as other changelings, changelings had the ability to know who other changelings were disguised as, so it would have been pointless to try. The amount of changeling blood in his teeth and mouth, a lot of it getting on his suit. If only he had something else to kill with. Perhaps a knife or something, the changeling thought to himself.

Meanwhile, up in the air, Soldier and Medic hovered high up in the sky. Medic making quiet nervous noises while he kicked his legs around as though treading water, Soldier glaring down at the fight, ignoring the sounds coming from the unicorn he was carrying. Pyro was gliding around the sky as well, she and Soldier were focused to stay up high, flying too low would result in being shot at by the changelings.

"You got that charge yet doc?" Soldier asked.

"N-nein." Medic answered, trying not to look down, "I don't know what you'd do with it anyway."

Soldier looked thoughtful for a moment, as if just realising that he didn't have a plan, Medic sighed shakily.

"Ghh hmm trr mmrr." Pyro mumbled, as she landed on a nearby cloud. The two stallions in the air exchanging confused looks.

"Speak up smokey joe, that's an order." Soldier snapped, Medic wincing from being so close to the pegasus' shout.

"GHH HMM TRR MMRR." Pyro said a little louder then before, Soldier and Medic still looking confused.

"We are going to have to teach you sign language fraulein." Medic muttered, mainly to himself.

Pyro made a sighing sound through her mask, "Ghh hmm," She pointed at Medic, "Trr mmrr." the dragon then pointed at herself.

"You should have said so then private." Soldier said, Medic yelped as Soldier threw him at Pyro, the dragon catching the distressed unicorn with both her arms.

"DON'T DO THAT!" Medic shouted at the pegasus after catching his breath from the mini-heart attack he had in the air, "Bitte."

"Not now oktoberfest, I've got a job to do." Soldier waved Medic away, the unicorn huffed in irritation. Soldier swooped down to a lower cloud, dragging it down closer to the ground to protect him from any magical blasts. "Charge!!" He cried as he suddenly swooped down to a clear area by Demo, the unicorn having run out of explosives and was now attacking with a board with nails hammered into it.

Pyro and Medic remained in the air, the dragon looked down at the unicorn and asked, "Chrrr?", before Medic could question her the dragon pointed a claw at Medic's horn.

"Oh." Medic said, attaching his healing magic to the dragon, "Nearly, just a little longer." Pyro nodded and looked back down to the battle.

Sniper watched the fight take place from a safe distance, the griffin had a limited amount of arrows, so had to make them count. He picked off any changelings that tried to disguised as the mercenaries, like the changeling that crept up on Engineer disguised as Demo, or the Scout that was moving slower then the real one could, as he tried to get the best of Heavy while the giant was distracted. He also kept a weary eye on Spy whenever he saw him. The griffin didn't quite trust the changeling, not after the cut close to his eye when they first met, although Sniper had sliced Spy's ear in return. Sniper allowed a smirk as he remembered their first meeting before taking aim once more and firing.

The team of six mercenaries still fighting on the ground were doing surprisingly well against the army, Pyro's first fire spit having drastically eaten into their numbers, the mercs still chipped away at the remaining changelings. But the ones that remained seemed to be smarter and able to take more hits then the ones that had fallen, even with Soldiers added help there was still many changelings left. Heavy especially was getting swarmed by some of the stronger changelings. The majority of the insect like creatures had grouped together to defend from all sides.

Pyro waited patiently on the cloud, holding the 'apparently-afraid-of-heights' doctor in her arms. When Medic's horn began to sparkle he nodded, "I am charged." he said, "Do you have a plan?", Pyro nodded and put Medic on her back, the unicorn looked down, "I'll charge you when you get close to the ground." Pyro nodded again and flared her wings.

She swooped down low to the ground, the grouped changelings noticed and began to shoot upwards, before they hit Pyro's body became blue and sparkly, the magical blasts from the changelings doing nothing. She took in a breath then breathed a wash of fire over the changelings in the group, incinerating them with ease before the ubercharge flickered out.

"Alright Pyro!" Scout cheered as he darted away from the burning changelings, he and the other mercs looking around and seeing Heavy, still surrounded by changelings.

"Come on y'all!" Engineer called to the group, he carried one of his remaining sentries closer to the surviving changelings, leaving the other to defend the fire in case a changeling somehow survived. Pyro set Medic down and joined the fight, Medic healing Heavy once the changelings had been killed.

"Are you okay mein kamerad?" The doctor asked, he and Demo pulling the giant stallion to his hooves.

"Da, da, Heavy is fine doktor." Heavy replied as Sniper glided down towards the group.

"Sorry to break it to you mates," He said, landing beside Pyro, "But we missed about four of the pikers, ran out of arrows before losing sight of 'em." He looked around, "And where the bloody hell is Spy."

Heavy shook his head, "Cowards have run away, no point going after them." He said.

Engineer frowned, "You sure partner, they could be warning the Queen."

"Tiny Spy will take care of them, am sure." Heavy nodded, Engineer's frown lightened, but didn't leave his features.

Before the team could argue further they heard a shout, "Guys! Guys!" They turned to see Miss Pauling running towards them, she stopped next to Scout, "Did you get them all?"

Demo nodded, "Spy's after the ones that got away, did the princess get the news?"

Miss Pauling nodded, "She wants to thank you all in person," The mercenaries exchanging excited looks, "Once you've recovered that is.. and cleaned up." she added, gesturing to the state of Teufort, the amount of changeling bodies, burnt ground and small craters, not to mention the terrified citizens of Teufort.

"We better get to work then lads and lassies." Demo said, laughing weakly, "Hey, maybe we'll even get Spy to do some work when he gets back."

"if he get's back," Sniper muttered coldly, "He's probably gonna stab us in the back, you know that right."

"We'll see slim," Engineer said, "Can't be sure that all those things are bad right."

"But anyway," Miss Pauling continued, "You guys deserve a rest, Celestia has sent some guards to do clean up here, nobody knew how bad it would be, and you all survived, you should celebrate."

The surrounding mercenaries cheered to this and began to head back towards the Mane co base on the other side of town. Scout flew over to Miss Pauling, likely attempting to ask her to join in the celebration. Heavy stayed behind from the group, Medic looked at him worriedly.

"(Are you okay my friend?)" The doctor asked in German.

"(Yes, I'm fine.)" Heavy replied in German.

Medic blinked in confusion and looked Heavy in the eye, "(Since when can you speak Germane?)" He asked.

Heavy hesitated for a moment before answering, "Er, have been learning it," He said in English.

Medic was about to question his friend further when the thought suddenly became unimportant to him, a sharp pain sprung up at his temples causing him to stagger backwards, almost tripping on his own backlegs.

"What's wrong doktor?" Heavy asked, catching Medic before he fell, the unicorn shook his head and brought a hoof up to his head.

"I'm.. I don't know." The unicorn shook himself again and after a moment tittered, "Probably just a rush from that battle, ja?"

Heavy smiled, "Will be okay for party though?"

"Of course!"

Demo called Medic over to discuss alcohol with him, thee two unicorns beginning to chatter about the different types and what would be suitable for the evening. Heavy hung back behind the group, the other mercenaries deciding that the giant stallion, who wasn't the fastest on his good days, was just tired, so they continued planning the night ahead.

They were too caught up with celebrating noticed that something was very wrong.