The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts twenty minutes after the events of Chapter 23. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance.

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Just outside BLU Base...
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“Burn! BURN!!” Pyro shrieked, Heavy and Soldier barely holding the grief-maddened unicorn back from incinerating the Doctor.

The Doctor himself, his head drooped shamefully, stood behind Minuette and Orion, both of them watching the BLUs fearfully, all of them giving the Doctor cold, murderous looks, RED Spy pacing back and forth nervously. Gem sat near the base, hugging one of Engineer's spare hardhats and whimpering, the robot still essentially a child despite her adult appearance.

The Elements were crowded around Rarity, who was shivering and muttering under her breath, which misted as if she was severely cold. Mare-Do-Well and Twilight's guards stood by Barricade, the massive pegasus's withering gaze fixed right on the Doctor.

But for the Doctor, what hurt the most was the disappointed look on Derpy's face.

“Doctor...” she said, coming over to him, “Why didn't you tell them about the Weeping Angels? You know more about them than I do, you could have warned them...”

“I... I didn't think it was relevant!” the Doctor said. “The Angels... they were all locked in Tartarus!”

“Didn't think?” Demoman snarled. “That's bloody fookin' obvious!”

Sniper growled. “Little tip, Doc,” he spat. “Never EVER say 'didn't think it was relevant' again if you don't want us to feed you to Pyro.”

“NO! Not me!” Pyro shouted, maddened by sadness and rage, “Just burn him a little! Enough to make him SUFFER! Then give him to MEDIC! Let OUR doctor have his fun!” Pyro giggled shrilly. “The doctor will see you now!” she said, cackling, still struggling to get past Soldier and Heavy, her horn ablaze, tears streaming from her eyes.

Medic just closed his eyes, a cold smile coming to his face.

Fluttershy, frowning, her face a mask of concern, went over to Pyro. “Pyro?” she said softly.

Pyro gave her a despairing look. “Fluttershy, you can't honestly expect me to FORGIVE-” Pyro started.

“Gem needs you,” Fluttershy interrupted.

Pyro froze, the aura around her horn vanishing. “I...” she stammered, looking over at the whimpering Gem, almost curled into a fetal position around the construction helmet. Pyro gulped hard, forcing herself to calm down. “You... You're right...” she said. “I'll... I'll take care of her. It's what Engie would have wanted.”

Heavy and Soldier traded looks, and slowly backed away from Pyro. The fire-wielding unicorn cast one last glare at the Doctor before going over to comfort Gem Sentry. The BLUs relaxed a little, and then turned the full focus of their glares at the Doctor.

“Whatever happens, whatever they do,” the Doctor said, “don't stop them.”

“But...” Minuette started.

“No,” the Doctor said.

Derpy stared at him a moment longer, every second of disappointment in her eyes a wound. She then shook her head and turned to the others.

“I'm sorry...” she said. “I should have told you about everything I've faced with the Doctor. This is partially my fault.”

Soldier sighed and shook his head. “No, Derpy. We don't hold you, River, or Jack responsible. Your only mistake was thinking that your pal here would do the right thing and give us intel we needed. The Doctor is the one who should have told us everything about his enemies from the get go,” he said, scowling. “Maggot.”

“They were all in Tartarus. Gone. Defeated!” the Doctor insisted.

“Ze more you interfered,” Spy said, “ze more likely it was zat Slendermane would turn to one of your enemies for assistance!”

“The fact zat Slenderman has tapped Gray Mann for aid because of our teams' interference should have suggested zis!” RED Spy almost snarled.

“You made a piss-poor tactical choice, withheld information, and can no longer be trusted,” Barricade said, her eyes cold. “We'll tap Derpy, Jack, and River for information, and MAYBE tap you when we need to fill in the blanks. But you can't be trusted to act on your own anymore. You're still fighting, though. Don't think we're letting you out out of that.”

The Doctor just nodded, not raising his head. “Yes, Captain. And I'm so, so sor...”

“Finish that sentence, maggot, and I'll punch you so goddamn hard in the face your eyeballs will come out your ass,” Soldier declared savagely, the Doctor wincing.

Derpy just looked away. Soldier's anger scared her, but it wasn't directed at her. And honestly, she couldn't hold it against him at this point.

RED Spy paced back and forth, fuming. Scout glared at him. “What's your problem? It's our Engie we lost,” he said.

“Idiot,” RED Spy said. “Our souls are linked. What affects you affects us partially as well. When your Heavy was corrupted, ours was rendered comatose. When your Sniper had his dark side unleashed, ours disappeared for a day and came back covered in blood, refusing to talk about what happened. And now... now!” RED Spy let out a frustrated yell. “I do not know what has happened to my teammate! My FRIEND! All because I decided to be ze big man and go investigate where you went! And now... now I'm stuck in PASTEL PONY LAND for ze next four days!” RED Spy flick-flickered his wings in frustration, Scout's expression softening slightly.

“Calm down,” Twilight said. “This is getting us nowhere...”

Demoman nodded. “She's right, lads...” he said. “We know that Gray's joined up with bloody Slendermane. I say we bloody capture his bots when they come, rig them with explosives, and then them back in his bloody face...”

“He'll die too qvickly,” Medic muttered. “Ve find a vay to bring him here and LET ME HAVE HIM...”

Demoman nodded in agreement. “Aye. As for the rest...” He closed his eye for a moment, and sighed. “Engie's gone. We cannae do anything about that right now, so...”

“Not gone...” Rarity said, shivering, her eyes staring at nothing. “Not gone. Engineer not gone...”

Scout frowned. Rarity had become a shivering wreck, her breath frosting over. Her friends were around her, a blanket over Rarity's shoulders, but she seemed to not know they were there, not see them at all.

“Cold... So cold...” Rarity said. “Alone for so long, but finally coming home...”

That froze the BLUs' attention to her.

“What do you mean?” Pyro said, her voice harsh.

“Coming home... and bringing steel hatred...” Rarity intoned, shivering.

“Damn you, woman, what do you mean?!” Pyro almost shrieked.

“Step back,” Swift Saber snarled, her horn flaring.

“She's become a Sylvan,” Twilight explained, visibly nervous.

“Sugarcube, what's that even mean?” Applejack said, holding Rarity close and stroking her mane, trying to comfort her.

Twilight sighed. “It's a type of oracle. When Engie was taken by the Weeping Angel, because of his link with Rarity through their elements, Rarity became linked to Engineer's mind. She can see what he's experienced.”

“Alone...” Rarity shivered. “Alone for two-thousand years...”

“Obviously, Engineer's had a rough time of it...” Twilight said softly.

Pyro grinned brightly. “But... but he's coming back, right?” she asked. “Engie's coming back!”

“Coming back... to kill, to conquer... Slendermane has called him... Planet had no air, forced to take the forbidden drink just to live... Hope gave way to despair. Gave way to rage. Gave way to madness...” Rarity intoned.

A cold surge of fear flowed through the assemblage.

“Engie's become a Nightmare,” Soldier said softly.

“He is here... “ Rarity shrieked suddenly. “He is HERE!”

A powerful wind blew the the gathered heroes to the ground, a massive form blotting out the sun. Everypony looked up... and gasped.

“Oh my God...” RED Spy moaned.

Flying above them all, blotting out the sun with his massive body, was a vast, mechanical monstrosity. Pony-like in shape, the monster's dark, metal body roared with thousands of gears large and small, most of its body shrouded by its massive, brownish-gray steel wings. Smokestacks spewing dark black smoke lined the horrid beast's back. The giant, steampunk monstrosity looked around the town, cold, red eyes analyzing everything.

“Sweet Celestia...” Applejack said. “That there critter's as big as a full sized dragon!”

“...Engie?” Pyro said softly, looking up at the massive mechanical monstrosity.

Those cold, horrific red eyes focused on her. The massive creature quirked its head to the side, as if considering whether or not to squash her.

“NEGATIVE,” the machine said, its mouth not moving. “THIS UNIT IS NO LONGER DESIGNATED: ENGINEER. THIS UNIT IS CURRENTLY DESIGNATE: NIGHTMARE CLOCKWORK.”

“Engie...” Pyro said stepping forward, madness and insane hope preventing her from recognizing the danger. “It's me... It's us, your friends... Don't you remember us?”

“AFFIRMATIVE,” Nightmare Clockwork said, it's voice like the wrath of God. “THIS UNIT REMEMBERS YOU, DESIGNATE: PYRO. THIS UNIT REMEMBERS THAT IT ONCE LOVED YOU.”

“Engie, please...” Pyro begged, tears in her eyes.

“Run away...” Rarity moaned, her eyes glowing. “RUN!”

“THIS UNIT REMEBERS THAT IT ONCE LOVED YOU,” Nightmare Clockwork said. “WHILE LOVE IS AN INEFFICIENT EMOTION, IT STILL HOLDS SWAY OVER THIS UNIT. THAT IS WHY THIS UNIT HAS CHOSEN TO PRESERVE YOU.”

Putrid purple light lanced from the massive drill bit that served for Nightmare Clockwork's horn, striking Pyro in the forehead. She screamed, rearing back... and in an instant, was turned into an inert steel statue.

Before any of the shocked BLUs or heroes could react, mechanical tentacles shot down from Nightmare Clockwork's torso, grabbing the statue and lifting it into the air. Another tentacle shot down and grabbed Gem, pulling her up with Pyro, the robot letting out a sobbing cry as she was kidnapped by the monster that used to be her father.

“NO!” Soldier bellowed, chasing after Gem for as long as she could.

“THEY ARE MINE NOW,” Nightmare Clockwork thundered. “THEY HAVE BEEN CHOSEN FOR PRESERVATION. YOU, ON THE OTHER HAND, WILL NOT BE SO LUCKY. THE FRIENDSHIP THIS UNIT ONCE SHARED WITH YOU HAS LONG SINCE FADED, AND SO YOUR CONTINUED EXISTENCE HAS BEEN JUDGED UNNECESSARY.”

“We'll stop you!” Soldier roared, the others coming up behind him. “We'll get them back and PRY Engie out of your shattered husk!”

“You are hereby commanded to release them now, Nightmare!” Twilight ordered, flaring her wings angrily as she took to the air.

“IF YOU CAN GET PAST THE ARMY PROXY DESIGNATE: GRAY MANN IS SENDING, THEN MAYBE THIS UNIT WILL DEIGN TO FIGHT YOU,” Nightmare Clockwork said, no emotion showing on its mechanical face. “AS IT STANDS, THIS UNIT IS FAIRLY CERTAIN THAT YOU WILL ALL DIE. UNTIL THEN, ASK DESIGNATE: RED SPY ABOUT THE CALIGINOUS CAPER.”

The mechanical monstrosity's drill-bit horn spun, greasy black energy forming around him as it teleported away, reappearing far away on a mountaintop once used by a slumbering dragon. The others turned to RED Spy, who had an expression of horror on his face.

“What the hell's the Caliginous Caper?!” Soldier demanded. The others barely noticed as other ponies began gathering around them, frightened and confused, looking for answers.

RED Spy gulped, licking his lips nervously. “It... it happened recently. Gray declared that he wanted to celebrate Halloween early, and sent us a challenge to defend ze Mann Co. Coal Town Museum again... When we got zere, it was decorated for Halloween, and he sent a single wave of robots after us,” he said softly.

“A single wave doesn't sound so bad,” Trixie said. “Certainly even without the fusions, we...”

“A single wave of almost a thousand robots...” RED Spy said.

Everypony's blood ran cold with fright.

“...Trixie is going to go see how Rarity is doing,” the showpony said softly, excusing herself from the conversation.

“My God...” Spy said softly.

“Bloody hell...” Sniper muttered.

“You... you're kidding, right?” Rainbow Dash said, shivering softly, remembering the near miss with Captain Punch.

“I really wish I was, mademoiselle...” RED Spy said, wishing he had a cigarette. “To make matters even more terrifying, he decided to have all of his machines dress up for Halloween as well, equipping zem with holographic disguises zat made zem look like flesh-eating zombies. You have not known terror until you have seen monsters with ze rotted, blood-hungry faces of your friends charging you while shooting high explosives. I don't think he'll bozzer with ze zombie holograms this time, but still, ze prospect is not a fun one...”

“Speaking of...” Demoman said, “I only have a few firecrackers left. I used nearly all of me bombs on Captain Punch.”

“How are we supposed to fight them all?! They're bound to have a fusion blocking gizmo again!” Derpy said. “And my girls, I...”

Twilight placed a hoof on her shoulder. “We'll find a way, Derpy. I've come to love this town too much to let it get blown up by overblown piles of scrap metal,” she said.

“Amen, sister,” Soldier snarled.

Barricade narrowed her eyes at RED Spy. “You will tell us about every type of robot you've encountered. Giants, normal-sized, the works.”

RED Spy nodded. “Of course,” he said. “Anything to help us survive zis.”

“Geez...” Scout said, shivering. “Almost a thousand killer robots, all with our weapons...”

Unfortunately, somepony overheard him. Even more unfortunately, it was the three most panic-prone ponies in Ponyville, already in a fright because of Nightmare Clockwork.

“A... thousand?!” Rose moaned.

“Killer robots!?!” Daisy wailed.

“Coming HERE!?!?” Lily shrieked.

The three of them ran off into town, screaming and crying, the BLUs staring incredulously after them as a fearful riot started up shortly after, ponies screaming and running about in terror.

“I'm... I'm honestly surprised it took them this long to start a riot,” Rarity said, chuckling

“You feelin' better, sugarcube?” Applejack said, stroking her mane as she held her close.

Rarity nodded. “I can... I can still sense Dell's mind, and am experiencing his pain... but it's not as pronounced as it was... I think I'm going through the point where the Nightmare started to take over...”

The BLUs looked over the crowd with growing anger.

“Damn it,” Scout cursed. “THIS we needed!”

“I'll kill those three myself,” Spy muttered angrily.

Soldier said nothing for a long moment, and then ran forward, hopping up onto a cart that was overturned in the panic that had sprung up.

“ALL OF YOU MAGGOTS STOP RUNNING AROUND AND LISTEN UP!!” Soldier bellowed, his voice carrying enough to startle everypony in town into listening. He snorted. “Yes, the robots are coming! But they are just that! Robots! Machines! And any machine can be smashed, or broken apart!”

“But...” said a mare with a pear Cutie Mark, “there's so many!”

“And you're the only real fighters we've got!” said Mr. Davenport.

“Hey now, wait a minute!” Horse Power said, indignant. “I can fight!” He flexed, his impressive physique bulging. “Look at these muscles! I'll FLEX those tin cans to death! YEAAAAAAH!!!”

“I can fight too!” Berry Punch shouted. “Or has everypony forgotten the bar brawls that I WON when I was more of a heavy drinker?”

“I have all these new powers,” Cheerilee said. “I'm not about to let these robots destroy my home or hurt my students!”

Mayor Mare slammed her lead pipe down on a nearby large stone, shattering it. “My father fought for his town when he was outnumbered three to a thousand! And the odds aren't even that bad this time! I'll be damned if I let my own town fall to a bunch of souped up toasters!” she declared.

To everypony's surprise, Cranky Doodle Donkey came forward. “I may be old, but I've come to love the peace this town has. If I have to fight to preserve that peace, then so be it!” he growled.

Soldier nodded. “You see? There's more fight in you ponies than you realize! You just have to find your courage, learn to use your fear instead of letting it use you!”

“B-But... there's so many!” Rose whimpered.

“And they're coming here!” Daisy cried.

“AND THEY'RE GONNA...” Lily started to wail.

Barricade stomped, creating a ground tremor that staggered the three cowardly flower sellers. “STAND AT ATTENTION AND FORM RANKS!” she shouted, the three flower sellers eeping and forming an orderly line out of fright, saluting.

“Thank you,” Soldier muttered, turning his attention back to the town, who was staring at him worriedly. “Listen to me, and listen good, maggots! These robots are coming, yes, but you can't let that frighten you! NOPONY got anywhere by being scared! And if you panic, if you run around, or hide and let only the minimal force fight, then the robots will win! They will kill us all and tear Ponyville to the ground!”

A younger stallion in a hardhat, his Cutie Mark a light bulb, stepped forward. “But... but what can we do?”

“You can fight,” Soldier shouted. “Ponyville has been a home to you all for generations! Are you really gonna just run away and let robots that AREN'T EVEN FROM THIS WORLD come and wipe it out?!”

There was some murmuring from the crowd, the five who had already chosen to fight smiling a little at this. Soldier's words were starting to strike a nerve.

“We'll teach you how to fight,” Soldier said. “We'll help you defend this town. They won't win, because we're not gonna let them win! These miserable hunks of tin are NO MATCH for a pony willing to defend their home and family with their life! We'll drive them back! We'll melt them down and make a statue commemorating how amazing we all are out of their remains! I won't sugar-coat it by saying that we'll all get out alive, but damn it, we're gonna damn well fight to make sure as many ponies as possible lives! This is OUR town! This is OUR world! AND WE'RE GONNA MAKE THESE MECHANICAL MAGGOTS PAY FOR EVER THINKING THEY CAN INVADE IT!!”

The crowd began cheering, rallied by Soldier's words. Twilight stepped forward next. “Everypony gather in the center of town,” she said. “We'll work out a strategy and help prepare for the oncoming invasion.”

As the crowd began to disperse, a new hope inside of them, Soldier stepped down off of the makeshift podium and walked over to the others. Barricade nodded to him. “Strong words,” she said. “Good job.”

“Sometimes you just need someone to kick you in the ass to get you motivated,” Soldier said, smirking.

Barricade nodded, grinning. “All right,” she said, turning to Twilight. “Can Spike's flame send to other ponies besides Celestia?”

Twilight nodded. “It all depends on who's in the header,” she said.

“Good. Send word to Spitfire, have her bring the Wonderbolts NOW. Also write to Princess Celestia and Princess Luna, and have them send us any backup they can spare,” Barricade said, turning to the Spies. “Now. Can you contact Queen Chrysalis and see if her changelings can help us? Maybe feed on the robots?”

Spy frowned. “...My lady has been listening in through my RED counterpart and I. She wishes to borrow my body long enough to explain in person,” he said.

Barricade grimaced. “She can do that?”

“Only with permission,” Spy said hesitantly, glancing over to Zecora. “I think...”

“I will volunteer,” RED Spy said, sensing Spy's discomfort. “I have seen zese robots and know zat we need any help we get. For all I know, Gray's added more to the wave, since he's started using Engineer bots now...”

Barricade nodded. “Do it, then.”

RED Spy sighed wearily, and sent his agreement to Chrysalis. Almost immediately, he felt her thoughts grow stronger in his head, feeling his very soul being shoved aside as Chrysalis took full control of his body. In a swirl of red smoke which quickly transformed to pulsing green flame, RED Spy metamorphosed into Queen Chrysalis.

Barricade bowed. “Your majesty. You've been updated on the situation?”

Chrysalis nodded. “I've heard what the Spies have been hearing, yes,” she said.

“Can you help us?” Twilight asked, coming up beside Barricade. “Can you feed on the robots?”

Chrysalis frowned, looking uncertain. “Only if they are capable of feeling love,” she said. “If they only feel loyalty to their creator, then the best we can provide is guerrilla infantry. We can probably change into them and use our magic to copy the effects of their weapons...”

“It'll have to do, then” Barricade said, cursing. “Get here as soon as possible. I don't know how much time we have before the robots come.”

Chrysalis nodded, letting RED Spy have his body back, the dimensionally-displaced shapeshifter staggering as he adjusted to having control of his body restored.

“Well, ZAT was ze most unsettling experience of my life,” he muttered, shaking his head.

“Wait a few minutes, you'll have a worse one,” Twilight said, chuckling wearily. “You tend to get those a lot around here...”

“A peaceful town...” the Doctor said softly, watching the others from a distance. “And they're going to turn them into soldiers...”

Orion sighed. “I hate to break it to you, Doc,” he said, “but that's really looking like the only option right now.”

“I know...” the Doctor said. “And that's why I hate it...”

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Meanwhile...
Human world...
2Fort...
Merasmus's quarters...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“MERASMUS!” came the snarling cry, the door to his room exploding in a cloud of cordite and wood. The wizard flinched, looking over at the door as the smoke cleared. As he did, though, a massive hand that, to Merasmus, seemed to be roughly the size of New Jersey came up and wrapped around his head, grabbing and yanking him out roughly, slamming the wizard up against the hallway wall.

The owner of said hand, RED Heavy, glared at him. “Heavy is not in his happy place right now,” he rumbled. “Heavy would like quick, concise answers to upcoming questions or Heavy will let Medic perform reconstructive surgery on stinky wizard's testicles.”

RED Medic helpfully showed off one of the scalpels he'd be using for the operation. It was serrated. And rusty.

“I would be more than happy to help,” Merasmus said, gulping hard.

“What the hell's going on, Merasmus?” RED Soldier snarled. “Engie disappeared just a few minutes ago, screaming like he was in pain! We thought Pyro was gonna burn down both the bases in a panic and then she just turned into this metal statue!”

Merasmus blinked. “...What?!” he said, shocked. “I... I don't...” His eyes widened. “The magical surges I sensed earlier...”

RED Scout poked him with his scattergun. “And you didn't think to TELL us about them!?”

“I was in the process of investigating them when you broke down the door to my room,” Merasmus said, “I...”

“Murder each other later,” the Administrator interrupted. “We have a problem.”

“Och, not now,” RED Demoman said, taking a swig of his scrumpy. “We're down by three and...”

“My sources from within Gray Industries have shown that a transport tank is on its way to the portal you mentioned,” the Administrator said. “My satellites have managed to do a scan of it... The number of robots inside of it exceeds the amount used in the Caliginous Caper mission...”

The mercenaries stared in mute horror up at the speaker.

“They're gonna attack Equestria...” RED Sniper said softly.

“The spook's over there!” RED Scout shouted. “Do... do ponies even have guns?!”

“Ve have to get back zere, and qvickly...” RED Medic said.

RED Soldier growled. “...We can't let them reach that portal,” he said. “If the BLUs die over there, we lose half our souls forever, to say nothing of what might happen to Engie, the spook, and Pyro.”

RED Demoman nodded. “Aye,” he said fiercely. “No one bloody hurts me friends without payin' for it in blood! ALL OF THEIR BLOOD!”

RED Heavy glowered at Merasmus. “Stinky wizard's DNA is in Respawn device?”

Merasmus nodded. “Yes! I've been helping out at the last few battles, haven't I?”

RED Heavy snorted. “Heavy does not remember you actually dying like man during battles,” he said.

“Is it my fault that you're all just not as good as surviving battles than I am?” Merasmus said.

All six mercenaries punched him in the nuts at the same time. Merasmus let out a strangled squeak, clutching his flattened manhood.

“Okay, anyone in the audience who saw that coming the moment he opened his mouth, raise your hands,” Bombinomicon said with a chuckle, floating out of his shelf.

“We are going to fight robots,” RED Heavy said. “Stinky wizard is coming with us.”

“We don't know what kind of defenses those pony things have,” RED Soldier snarled. “We need to take out as many of those machines as possible.”

“We're going te protect our Spy and make sure that he can get Pyro and Engie back,” RED Demoman said.

“And we're gonna make sure every bloody robot that comes towards us PAYS for it!” RED Sniper said.

The mercenaries ran for RED Sniper's van and RED Demoman's car respectively, piling into them, tossing Merasmus in the camper van, and heading out for the location of the portal at high speed. A police car began chasing them halfway there, but beyond RED Scout shooting out the car's tires, they ignored it.

The policemen skidded off-road, landing harmlessly in a bush. They got out of the police car, frowning.

“You want to call in back up?” said one officer.

“Why bother? I recognized the one-eyed nigger and the Commie in the car,” said the other officer. “We call in back up, it'll all be killed by them.”

“What do we do then?” said the first officer.

“Pity the poor fucks that pissed them off,” said the second officer. “I got a quick look at the Commie's face as we got close to them, before the little faggot shot out our tires. He was MAD.”

The first officer cringed, mostly from his partner's derogatory remarks, and shook his head, radioing for a pickup.

The REDs and Merasmus all arrived at the location, quickly getting out and pulling up to the portal device outside the caves RED Demoman and RED Medic had seen Gray and Slenderman at last time. As they readied their weapons, five of the REDs arming themselves with more weapons than they did normally, RED Medic pulled out a spare PDA of Engineer's and set up a Dispenser. As the healing energy flowed into them all, RED Medic building up an UberCharge.

“Here they come,” RED Scout said, loading a clip into his pistol.

The other REDs turned, seeing a massive carrier tank steaming towards them. The others watched, camped in front of the Dispenser. Each one of the REDs had armed themselves with one of Engineer's spare wrenches and a satchel of metal, to take care of sappers and keep the Dispenser repaired.

Merasmus frowned at the approaching tank, the smokestacks on the monstrous vehicle blotting out the sun with their smog.

“...Where is our Respawn point?” the wizard asked.

“Back at my van,” RED Sniper said, staring down his scope's sight. “It's why I parked so far away from the caves, hid in that old house.”

Merasmus scowled. “You do realize they'll overwhelm us in seconds if we let them pull up all the way here,” he said.

The REDs frowned, lowering their weapons, realizing he was right.

“Well, what can we do?” RED Soldier snarled. “It's not like anything we have can hurt those damn megatanks!”

“I did grab one of the spook's sappers on the way out,” RED Scout said hesitantly.

RED Demoman grinned. “That'll help some against the robots, laddie,” he said. “Do ye have the rig that gives him an infinite number of them?”

“Pft,” RED Scout said. “Whattaya think I am, stupid?” He turned to RED Medic, RED Heavy, and Merasmus and added, “Don't answer that.”

Merasmus, RED Heavy, and RED Medic, just smirked. RED Scout sneered and reached into his bag, pulling out the sapper, a white device with a glowing blue eye on it.

“Yes, hello!” the sapper said, the eye looking around. “Wheatley, at your service! ...You're not the Spy.”

Six mercenaries and one wizard stared at the device incredulously.

“...You brought the bloody talking one?” RED Sniper said, scowling

“I just grabbed, I didn't look,” RED Scout said, grimacing.

Wheatley huffed. “I'll have you know, I'm just as effective as Mr. Spy's original sapper and that overrated tape deck of his, thank you very much!”

“”Ey, a fellow talking inanimate object!” the Bombinomicon said cheerfully as it floated out of Merasmus's hands. “Good to see you, bro!”

“Ooh! You must be the Bombinomicon! Mr. Spy's told me all about you...” Wheatley started, looking up at the book floating by Merasmus.

“ENOUGH!” RED Soldier barked. “Wheatbran, just shut up and get ready to fight! We're going up against killer robots. You should still have all the upgrades Spy gave you at the last mission, so be ready to fight. We've got a LOT of robots to kill this time!”

“It's 'Wheatley,' actually,” the sapper insisted, RED Scout facepalming.

“Don't care, shut up,” RED Solder snarled.

Wheatley rolled its eye, sighing. RED Scout glared at it, barely resisting the urge to just chuck it at the oncoming tank. “Fine, fine, fine,” Wheatley said. It paused, frowning. “Wait... did you say we're going up against the robots? And a LOT of them!?”

“Shut up, Witless,” RED Soldier snarled.

“It's 'Wheatley,' and... really, I'm meant for buildings, not...” Wheatley stammered, trying and failing miserably not to sound frightened.

RED Scout held Wheatley up in front of the barrel of RED Soldier's rocket launcher.

“Shutting up,” Wheatley said, gulping.

“As amusingly farcical as this deliberately pointless cameo appearance was,” RED Scout said, putting the sapper back in his pack, “that still don't solve the problem of the tank. Merasmus is right. That thing gets close enough, we're gonna get swamped, and you know they won't let us near the damn portal again.”

Merasmus smirked. “Firstly,” he said, “I'm surprised you even know what a word like 'farcical' means.”

“Fuck you, Gandalf,” RED Scout snapped.

“That's more like it,” Merasmus said, chuckling. “Secondly, I've already got a plan to keep that tank from getting close.” He grabbed the Bombinomicon out of the air, ignoring its startled protest. He flipped to a certain page, and held out his staff.

“BOMBINORUS GROUNDTRAPICORUS!!!” he intoned, his voice echoing over the field.

There was a flash right in front of the tank, a line of explosions detonating and creating a deep trench, the tank stumbling into it, with a loud, rumbling crash.

The mercenaries watched hesitantly for a moment as it tried to open its docking bay, to reverse itself to pull out. But the trench was deep enough to lift its rear end off the ground, the treads only digging the trapped tank in further. The carrier tank was trapped, stuck a mile away from the portal. The mercenaries cheered, Merasmus smirking.

Inside the main office of the tank, Gray Mann scowled angrily, picking himself off of his window and moving over to the comm-station on the left side of his office.

“Very clever,” Gray said, his voice thundering out over the plains through the tank's speakers.. “I will concede to you that much.”

“Not so easy now, ain't it?” RED Scout crowed. “Let's see you try and send your robots out now!”

Gray smirked. “Well, since you asked...” he said, reaching over to a console near the comm-station. Panels opened on the sides of the tank, with ramps that the robots could exit out of forming.

RED Scout's face fell. RED Medic facepalmed. “I zink ve can safely say zat you asked for this,” RED Medic growled. “Dummkopf.”

“Oh,” Gray Mann said, “and because I'm feeling like being an exceptionally large dick today...” He pressed another button, and the portal roared to life beside them. As the REDs looked on in horror, Gray laughed wildly. “Did you HONESTLY think I wouldn't be prepared for one of my tanks being disabled? Or that I wouldn't have a remote control for the portal? Or that I wouldn't have GUARDS!?”

“Aaagckklgh!!” RED Medic gurgled as he clutched his throat. RED Heavy whirled, seeing a Spy robot slitting the the healer's throat, his Ubercharge sputtering out. RED Heavy snarled and revved Sasha, but a red tracer bullet exploded through his head, piercing through RED Sniper's head as well, since he was directly beside his teammate. A loud THRUMMM of sound echoed across the battlefield when the bullet went through RED Sniper's head.

Merasmus looked up, spotting a Sniper robot wielding the high tech Machina rifle standing on a nearby cliff face. He sneered and prepared to shred the robot with a spell when, from inside the cave, a hail of minigun bullets tore him to pieces, a pair of robot Heavies wearing metal ushankas tromping out.

RED Demoman and RED Soldier fired at them, a crit charge going off in their guns, but a Pyro robot popped out from behind the two robot Heavies, airblasting the charged explosives back in their faces, killing them instantly.

RED Scout tried to attack the robot Spy when it killed RED Medic, but without even turning towards him, it pulled a revolver out of a panel on its wrist and shot him in the face repeatedly.

The Spy robot chuckled, twirling the revolver and putting it back into its arm compartment. It then pulled a sapper out of its chest compartment and placed it on the Dispenser, the drainage cables automatically snaking out and attaching to the device as the Spy robot placed the sapper. The Dispenser began to spark electricity as the sapper fried its circuits.

“We have some time before they respawn, Creator,” the Spy robot said. “Send the invasion NOW.”

Gray Mann allowed himself a cackle. It was most refreshing. “Indeed. Operation: Glue Factory is a go! FULL ATTACK!”

The robots already at the cave watched the old house in the distance, knowing the wizard and the mercenaries would be coming out of it soon. As they did, a veritable swarm of robots began to emerge from the downed tank's side ramps, ready to invade Equestria...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Equestria...
Mountaintop...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Gem slowly woke up, shaking her head to try and clear it. After the Bad Thing had grabbed her, she had hit her head on the side of it as she was dragged up, falling unconscious. She did a quick self-diagnostic, finding all her systems intact, and that there had been a recently healed chip on the back of her head, where she had been hurt.

Blinking, she looked around her prison. Pyro's statue, the firebug's face frozen in an expression of fright, stood near her. Cold, grayish-brown steel surrounded her, with monitors showing Ponyville in the distance. She stood up, fluffing her crystalline wings reflexively, and walked over to the monitors, frowning.

What's going on? she thought. What happened?

Hello my creation, said a voice in her mind. I see you are awake.

Gem looked around fearfully, startled by the voice. Calm yourself, the voice said. It's me, your father.

...Daddy? Gem thought hesitantly. Where are you?

I am all around you, Designate: Gem Sentry. This is my new body, said the voice. I have become Nightmare Clockwork now.

Gem felt a chill of fear go through her. The Bad Thing was... Daddy?

Indeed. We are both machine life. Superior to the organics below, Nightmare Clockwork said.

Gem frowned. You used to be organic, though...

Indeed. And where did that get me? Trapped on a distant planet, alone and unable to breath, with not even grass to graze on. If there hadn't been a Smooze well there, I would have suffocated. Ascension to alicorn cleared my head.

Gem smiled. So you weren't always this... thing?

Indeed. Oh, I tried to go it alone at first. But after the first hundred years of solitude... I became unhinged. For the briefest instant, the Nightmare's mental voice sounded almost normal, a tremor of emotion in it. You... you cannot imagine, Gem. To be alone, to be completely, utterly ALONE... Even worse, there was nothing to build with. No food, no water... no trees, no breeze... just me and a desert stretching forever... At first, I thought the others would come... I held on for so long, my creation... I started to hate them as hope left me... I was abandoned...

Daddy... to us, you've been gone mere moments! Gem thought to the creature surrounding her. The others, we didn't know... Gem was terrified. Her Daddy was saying such horrible things...

The fact of that did occur to me as I approached Equestria. But by that time I had already accepted a simple truth: my organics were what made me weak. From my own flesh I forged this steel. From my own will I have transcended organic weakness, and made my way back to this useless floating world. The others... They are organic. They are weak They've been holding me back. They must be eliminated, Nightmare Clockwork intoned firmly.

What about Mommy Pyro? Gem asked.

The illogical emotion of love still holds partial sway. Our connection was apparently a strong one. To rectify this, I have petrified her, so we can be together without her interfering with my logic. The others have been deemed unnecessary.

Gem whimpered, looking nervously over at Pyro's statue. And me?

You are my creation. I will upgrade you, making you stronger than you could possibly imagine. And I will also remove all weaknesses, such as your emotions.

And my friends, my fellow Cutie Mark Crusaders? Gem asked, staring at the image of Ponyville in the monitors fearfully.

Irrelevant. They will be eliminated, Nightmare Clockwork said coldly.

Gem shivered fearfully. This wasn't Daddy... And what of the faceless thing?

Designate: Slendermane is beyond mere flesh. I hold no shame in serving it, Nightmare Clockwork said. Now watch, my creation. The end of Ponyville is at hand.

A portal opened in Everfree forest, Gem realizing she was looking through Nightmare Clockwork's eyes. Gem, her infant mind unable to think of what to do, watched helplessly as the first of the robots began to emerge.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Ponyville...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“Damn,” Barricade said as the portal opened. “They're coming... Your majesty, we need you to forge a forcefield around the town. The strongest you can manage! Make sure to enclose the farms, too, and make it so that only organics can get in or out.”

Twilight shook her head. “But, with my added power...”

RED Spy shook his head. “All it takes is missing one Scout robot with a bomb to destroy everything, my lady,” he said. “Your forcefield may be ze only thing zat saves us...”

Twilight bit her lip nervously. “A-All right,” she said. She floated into the air, her wings flaring as her horn blazed. A crystalline dome of energy formed around Ponyville, engulfing the city and the surrounding farms, extending partly into the forest.

Barricade sighed. “All right,” she said. “Remember what we said. FLANK them. Don't rush them down directly, their guns will tear you apart. Don't fight the Pyro bots and Heavy bots up close. Pegasi, I want you in the air, choking these things with bad weather. Unicorns, focus on traps and ranged combat, as well as healing spells. Anypony that knows reflect spells, use them.”

“Zeir weapons will be rigged to prevent friendly fire,” RED Spy said. “Steal zem if you can, the Doctor will try to disable zat. Break trigger guards if you need to and turn zem on ze ozzers.”

“Medic,” Barricade said, turning to the unicorn, “keep yourself alive at all times. Heavy, Mare-Do-Well and I are the priorities for Ubercharges.”

“Jahwol,” Medic said, nodding.

“Zecora, Trixie, illusions and negative effects. As many as possible. Cheerilee, try and use your plant powers to take command of every plant in the area, using them as your eyes and ears. I also want a ring of ponies around her to guard her! Flutters, focusing on evacuating the wounded and getting them to the healers. Pinkie and the Cakes, protect the foals and keep everypony's morale up! Everyone else, let's go! This is OUR town! Let's make them hurt for thinking they can take it from us!” Barricade shouted. Oh Celestia please don't let us screw this up... she prayed silently.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Meanwhile...
Canterlot...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“No,” Celestia said.

“W-What?!” Luna and Harbinger said, staring at the solar princess in shock.

“We will be sending no one to Ponyville,” Celestia said, glaring down at the two of them.

“Tia, if we do not send help,” Luna said, her expression one of confusion and horror, “then Ponyville will be destroyed!”

“No,” Celestia said, shaking her head fiercely.

“Princess, this new Nightmare is the size of a dragon! It can be seen from Canterlot!” Harbinger said.

“Don't you see?” Celestia said softly, her eyes widening. “This is exactly what Slendermane wants!”

“Sister, what are you...” Luna said.

Celestia, a mad grin on her face, came up to Luna. “It wants Canterlot's defenses weak. It wants Canterlot vulnerable, so it can sneak in and grab you! This letter? Just another trick!”

“It came from Spike, your majesty,” Harbinger insisted. “It has his spellflame's distinct signature!”

“Obviously a trick!” Celestia snarled. “It imitated Spike's flame to fool us! Well I'm not going to fall for it!”

“Tia...” Luna said, gently touching her sister's shoulder with a forehoof. Celestia roughly brushed it away.

“I won't fall for it! I won't allow my sister to be put into jeopardy!” Celestia said, her voice and expression growing more and more manic. “I don't care who I have to sacrifice for it! I won't let Luna be hurt, I won't let it take her, I WON'T...!”

Celestia suddenly broke out in a fit of horrid, wheezing coughs. Luna and Harbinger, badly shaken by her rant, were still at her side immediately, bracing her as she struggled to catch her breath, covering her mouth with a foreleg to try and hold off the coughs, blood bursting from her mouth and nose as she hacked violently.

After a few minutes, Celestia was able to regain her composure and catch her breath. Harbinger and Luna gently lowered her to the floor, the sun goddess staring at the blood she had coughed up.

For the briefest moment, she saw the deep crimson puddle as dark purple.

“...Take however many you need, Harbinger,” Celestia said softly, her voice hoarse, cleaning herself up as best she could. “Protect Ponyville. Protect my student.”

“Yes, my lady,” Harbinger said softly, vanishing in a blur of indigo motion.

It was only after the Earth pony captain had left that Celestia began to cry.

“What's happening to me, Luna?” Celestia whimpered, Luna hugging her tightly and laying down next to her the moon goddess's own tears starting to flow.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Ponyville...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Twilight concentrated, a second, reinforcing layer of energy forming, shaping itself around Ponyville's borders. Barricade, her wings flared, ran into the forest, the BLUs flanking her, the Doctor's group, RED Spy, and the Mare-Do-Well following, other fighters running after them all. Unicorns took up a flanking line in front of the forcefield, running the fighters, their horns blazing. The pegasi took to the air, grabbing for clouds as the first of the robots came through, a massive giant Demoman robot flanked by a group of Pyro robots, spraying flame everywhere. The giant's grenade launcher sprayed grenades, blasting a path through the forest. The giant Demobot seemed to smirk as the ponies charged them, finishing reloading its grenade launcher and spraying a new burst of grenades at them.

“Scatter!” Barricade called out, the group of fighters splitting off into two and dashing into the forest. As they did, though, Mare-Do-Well kept running towards them. As the grenades bounced towards her, her horn flared with black energy, her body dissolving into shadow that absorbed the grenades just as they were about to detonate.

As the giant Demobot hastily tried to reload as Mare-Do-Well swooped towards it, gliding straight up at the last minute, dropping its bombs on the Pyrobots and destroying most of them, staggering it as it legs took heavy damage. Mare-Do-Well, still in the shadowy form, swooped down again, extending her wings and using them to slice the giant's head off.

Giant sword wielding Demobots came through the field next, accompanied by more Pyrobots. A cloud of blue mist, concentrated Poison Joke, engulfed most of the Pyros, their flamethrowers spewing whipped cream. As the Pyrobots tried to process what happened, Barricade flew in, crashing into them and crushing them, two of the giant Demobots tripping over her. As they tried to get up, several nearby trees began to attack them, pounding them mercilessly, Barricade retreating back into the forest.

The Pyrobots that still had flame attacked the trees, setting them ablaze, but a powerful rain began to pour, effectively neutralizing the robots. The Pyrobots backed away as the trees turned on them, the giant sword-wielding Demobots getting up and hacking away at the trees, trying to clear a path even as hailstones began to pound down on them.

Demoman glared at the robots, feeling mildly offended that they were cycloptic. He directed several unicorns in creating traps, using vines and fallen logs. When a giant Demobot came near, they unleashed the first one, knocking it down and sending it crashing into the others and crushing the last of the Pyrobots that had come through so far.

“Hahah!” Demoman crowed. Almost immediately, he and the other ponies attacked them, pounding away at their joints, the Demobots struggling to get up as their limbs were torn off, Earth ponies digging their hooves into their arm joints and pulling them away, unicorns burning away their optic sensors and tearing into the CPUs in their heads.

A unicorn with a book Cutie Mark suddenly fell, a bullet bursting through her head in a thin cloud of blood. The other ponies scattered, seeing a Sniperbot taking aim again, a squadron of bat-wielding Scoutbots storming through. The Sniperbot took aim at Barricade, but a lightning bolt from a pegasus took it and a couple Scoutbots coming through out.

And then they saw it.

“A Scoutbot has ze bomb!” RED Spy called out. “Focus on any bot zat has ze bomb!”

Spy, upon hearing that, immediately began looking for it. He saw the Scoutbot, moving slower than the others, with the bomb magnetized to its back. He swooped down and jammed his knife into the back of it head, the robot letting out a strangled electronic squawk and collapsing. Immediately, several Scoutbots headed back for the bomb, Spy retreating before they beat him to death. A pegasus stallion with a basketball Cutie Mark tried to stop the Scoutbots from claiming the bomb, but he was quickly overwhelmed and beaten to death.

Horse Power, imitating Barricade, crashed into the Scoutbots, smashing several of them, one of them escaping through with the bomb. He turned to follow, but Soldierbots, all with backpacks with flags extended, began pouring through the portal, shooting rockets and forcing him to flee.

The Scoutbot with the bomb, sensing an opportunity, kept running towards town. Lightning bolts rained down around him, but it ducked into the tree line, making itself harder to hit. Some ponies that were hanging towards the back tried to stop it, but other Scoutbots were flanking it, driving them off with their bats.

It reached the forcefield and bounced off it comically.

“Ah...” it said, confused for a moment.

“Do it anyway!” said another Scoutbot, a unicorn shooting its head off.

“Right,” the bomb carrier said, inverting its arms to grab the bomb and turning its torso around. “Delivery mode: engaged.”

Before it could drop the bomb, vines grew out of the ground, lifting him into the air and starting to pull him apart. Confused, the Scoutbot looked over, spotting Cheerilee a distance away, flanked by Twilight's guards. The Earth pony's eyes were glowing, the Scoutbot guessing that the vines currently ripping him limb from limb were her doing.

“Oh no you DON'T!” the Scoutbot declared, using its remaining limb, its right leg, to kick the bomb towards the forcefield as it dropped from its severed arms.

BOOOOOOOOOOOOOOOOOOOM

A massive explosion rocked the forest. Everypony looked back, concerned, only to see the double-layered forcefield holding. The Scoutbot was destroyed, and Cheerilee and the two guards were thrown back by the blast.

“Miss Cheerilee,” Swift Saber said, “Are you all right?”

Cheerilee nodded, coughing. “A little shook up, but fine.”

Twilight, in the center of town, shivered at the force of the blast. “You holding up, Princess?” Mr. Cake asked.

Twilight nodded, wincing. “Yeah. Just... caught me off-guard. So long as I don't take too many of those, I can keep the field up.”

Mr. Cake nodded. “We're whipping up some quick snacks for the foals, trying to keep them calm,” she said. “Let us know if we can do anything for you.”

Twilight nodded, focusing all her attention on the double-layered forcefield as rockets began slamming into it, the Soldierbots keeping physical attackers at bay as they made their way towards the town.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Human world...
Gray's transport tank...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“Interesting...” he said, his hidden Spybots broadcasting the results of the battle to him, showing him the bomb's failure to pierce the forcefield. “Fortunately, I know how to counteract this.” He pulled up a console and typed some commands into it. A new bomb was produced, given to a giant Soldierbot wielding an older-styled rocket launcher that crackled with energy, a Medicbot trailing behind it. From another compartment, Engineerbots appeared and began running towards the portal.

And from another compartment, a Sentry Buster ran out, the massive bomb running on two legs towards the portal, another one following behind it.

Outside, the respawned mercenaries started to run back towards the battlefield, but RED Heavy stopped them.

“WHAT THE HELL ARE YOU DOING!?” RED Soldier said.

“This is stupid!” RED Heavy said. “We need plan! Without plan, we just get killed again!”

“I am so very open to fuckin' suggestions, big guy!” RED Scout said, hopping up and down, clearly wanting to get back into the fray.

“I have plan for us,” he said, turning to RED Medic. “Doctor... we need you to do Engineer's role in this fight.” He picked up one of the spare wrenches in the van and held it out to his teammate, the others having been dropped in the initial ambush.

RED Medic frowned. “But... mein Medigun...”

RED Sniper nodded, seeing the logic, popping off shots at robots, killing one of the Engineerbots and the Medicbot healing the giant Soldierbot. “He's right, Doc. Ammo and firepower are more important this time. And Engie's sentries always dominated the field.”

RED Medic cursed, looking down at the PDA in his pocket and scowled. “Ach... all right,” he said, putting aside his bonesaw and pocketing the wrench. He took out the PDA and began setting up a teleporter entrance.

RED Heavy nodded. “Scout, you have stupid talking sapper, you must be Spy this time,” he rumbled.

RED Scout scowled. “I don't got a disguise kit or a cloaking watch, Heavy! Plus, I don't know which of Spy's knives have the piercing upgrades on it!”

RED Demoman shook his head, looking towards the portal. “Nae, lad, I think I'm gettin' where Heavy's goin' with this. He wants ye te focus on sappin' the portal so they cannae get through.”

RED Heavy nodded. “Rest of us will focus on killing robots, using Dispenser for refueling ammo,” he said.

RED Soldier grinned. “Good plan. Merasmus, can you give us some time to setup?”

Merasmus, though, had also figured out what RED Heavy was planning and preparing a spell.

“MONOCULUS!” he bellowed. “I SUMMON THEE! DESTROY THESE METAL MISCREANTS!”

From a portal above the battlefield, the massive, demonic eyeball appeared, roaring. It began firing its explosive eyeball missiles at the startled robot horde, scattering them wildly. The giant Soldierbot, just about to enter the portal, hesitated and turned to fight Monoculus.

Merasmus smirked. “Give me a few minutes and I can have the Horseless Headless Horsemann fighting for us as well,” he said.

“Do it,” RED Heavy rumbled, cursing as the Sentry Buster and three Engineerbots made their way into the portal. “The more tiny robots we kill on this side, the less they have to fight over there.”

Mercenaries and wizard charged towards the portal again, firing away. Caught between the distraction of the giant eyeball and the mercenaries, the horde was quickly overwhelmed, giving Medic time to set up his equipment. But even as they did, the robots never stopped coming...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Ponyville...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The Sentry Buster stomped through the portal, dodging the attempts to tackle it, moving fast enough to dodge the lightning being shot down at it, ignoring the laser blasts.

“SENTRY BUSTER!” RED Spy shouted, a terrified look on his face. “Keep away from it but DO NOT let it reach the town!”

“Trixie,” Medic said, running up to the showmare when he guessed the mechanism's function. He created an image of Engineer's regular Sentries with his magic. “Ve need zat thing distracted.”

Trixie nodded and cast an illusion, creating an image of a horde of Sentries, complete with sound.

The Sentry Buster hesitated, its orders conflicting with its primary programing to destroy nearby Sentries. After a moment of indecision, the Sentry Buster ran towards the fake Sentry nest.

As it came towards it, Trixie retreated, Zecora stepping in and casting a spell, tossing a greenish-brown mist that turned the ground beneath the Sentry Buster into a sticky marsh. Unable to get free, the simplistic Sentry Buster's AI decided to just go with its programmed course of action.

It exploded.

Both Zecora and Trixie were knocked back by the explosion, Trixie having to scramble out of the way of a Pyrobot. The fiery killing machine tried to follow her, but a kick from Berry Punch knocked its head off.

Medic ran up to Trixie, healing her. “Fraulein, are you vell?” he asked.

Trixie nodded. “Shaken and slightly stirred, Medic,” she said, laughing nervously. “Trixie is afraid her illusions aren't proving as effective as they normally would be, though.”

It was true. Trixie had tried to fool the Soldierbot swarm that came through with an illusion of herself as a giantess, but they simply ignored it, looking for her real body, Trixie barely managed to dodge the shots, luring them into tanglevines from Zecora.

RED Spy shook his head, worried. “He's upgraded zem...” he said. “Zey're using weapons zat zey haven't before...”

“It doesn't matter,” Zecora said, coughing as she pulled herself to her feet. “Only the fight. We must protect our town this night.”

“Do not strain yourself,” Spy said, looking up at Nightmare Clockwork, who was patiently watching the battle from his far perch. “If my guess is right and you are my fusion partner, we may need you intact before ze night is through...”

Barricade ran up to the Doctor, who was by the portal, attempting to hack one of the rocket launchers dropped by the Soldierbots destroyed earlier.

“Anything?” she asked.

The Doctor shook his head, visibly frustrated as he tried setting after setting on his sonic screwdriver. “Nothing. Whomever this Gray Mann is, he's brilliant. I don't think I can break the friendly fire protection.”

“DAMN IT!” Barricade cursed, smashing an Engineerbot as it trotted through the portal. “We need some kind of edge until our reinforcements get here! Even with the BLUs coordinating, it's still civilians versus robots and... and where are the robots?”

As the last Engineerbot was torn to pieces by Cheerilee's vines, the defenders all took stock. Ten ponies had been killed by the robots so far, the latest by the rocket barrages of the Soldierbots, but for now, the tide of robotic warriors seemed to have ebbed.

Hesitantly, Applejack went up to the portal, Barricade coming up with her. They listened in close. And from the other side, surprisingly, came a voice.

“Hey, um... pastel pony things?” said a very familiar voice. “I'm the Scout for Reliable Excavations and Demolitions. I dunno if you can hear me or not, but we're gonna try to hold them off on this side, destroy the portal machine so they can't get through. If you got any defenses, I suggest you get 'em movin.' I don't know how long it'll take these sappers to destroy the portal!”

RED Spy began laughing. “My team! MY team is fighting! Mon dieu, we may actually have a chance!”

“Let's not waste it, then!” Barricade said, just barely managing to resist the urge to laugh in relief. “All right, let's move! All wounded, find Medic and get healed! Somepony get the dead back behind the portal! Elements and BLUs, any sign of your Elements of Harmony being active?”

“None,” Soldier said, growling. “The Disharmony Device is still active.”

“Look for Spybots,” RED Spy said. “If zis device works like you say it did, zen it must be here to be active.”

Rainbow Dash thought for a moment and nodded. “Rain,” she said to the gathered pegasi. “HARD rain. I want a giant downpour, one that'll muck up the ground and reveal anything invisible!”

“Won't that make it too slick for the fighters?” asked Derpy.

“Maybe,” Sniper said, suddenly understanding, “But it'll reveal the Spybots. And the mud will be worse for the robots, since they're bipedal and it can get into their gears.”

“Right. Let's go! I don't know how much time we have!” Rainbow Dash ordered. The gathered pegasi began stomping the clouds, rain pouring out of them and soaking the battlefield.

Another Sentry Buster tromped through the forcefield, Trixie creating an image of Engineer in his human form picking up a Sentry and running away with it, the Sentry Buster's original programming overriding its orders as it followed the illusion out a safe distance away from town and detonated.

As the rain poured down, invisible figures began to be revealed. The Spybots didn't notice at first, until one of them saw Applejack staring right at it.

“...Pay no attention to ze robot behind ze invisibility cloak?” it tried.

Applejack kicked its head off.

Revolver fire started to echo through the forest as revealed Spybots began fighting back. An older stallion went down from a shot to the head, Big Macintosh crushing the robot in retaliation. The machines were somewhat able to fight back, but were quickly getting overwhelmed.

And then the Mayor killed the right Spybot, jamming her pipe through the thing's chest. She blinked, seeing a gold, glowing device fall out of it, and then crushed it under her hoof, the golden glow fading.

Almost immediately, the Element-bearers and the BLUs felt magical power surge into them.

“FINALLY,” Soldier snarled, a giddy surge going through his body as he felt his Dark Element of Love awaken. “Derpy, you up for a little rumble?”

Derpy giggled. “You know it, handsome!” she said as she powerdove towards him. Soldier blushed despite himself, a golden glow enveloping the two of them as they merged, Solderp appearing in a flash.

Heavy cackled. “Tiny flutter pony!” he called out. “Is coward killing time!”

Fluttershy nodded as she helped the last of the critically wounded behind the forcefield. She hugged Barricade as she passed by. “I'll make you proud of me, mom!” she said, flying over to Heavy. The two of them vanished in a flash of light, FlutterHeavy appearing in their place and revving up her minigun.

Barricade just smiled. “You do every day, my little Flutters,” she said softly.

Rainbow Dash and Sniper looked at each other.

“Want to land, first?” he asked.

Rainbow Dash shook her head. “...I just got this weird feeling,” she said, biting her lip.

Sniper chuckled, shaking his head. “Be ready to catch us, just in case,” he said to the gathered pegasi, who all looked at them curiously. Sniper turned to Rainbow Dash and said, “Let's have a go at it!”

The two embraced, a swirl of rainbow magic surrounding them both. And in their place, still balanced on the cloud, was Rainbow Sniper. She looked down at the fluffy mass supporting her still, and laughed.

“Beauty!” she declared, brushing a lock of multi-colored hair out of her eye. “Not fallin' through! Bloody love magic I do!” She looked down at the portal with a wicked grin. “And I've got the absolute dream of a sniping spot.” She lay down on the cloud, taking aim through her rifle. “All right you wankers. Bring it on,” she declared.

Applejack and Demoman grinned at each other. “Time te start blowin' stuff up, lassie,” Demoman said.

Applejack nodded, smirking. “Let's make ourselves a right big mess, Tavish,” she declared, the two high-hoofing each other. For the briefest instant, as the light engulfed them, the ponies nearest them thought they could hear bagpipe music.

AppleDemo appeared as the light faded, taking a long swig from her scrumpy bottle. “Haha!” she cackled, pulling out her stickybomb launcher. “Ha'e at them, lads!” she bellowed, firing a cluster of stickies at the portal, setting a trap for whatever came through.

Scout flew down through the shield to where Pinkie Pie was watching a group of foals, grinning. “Ready to throw an ass-whuppin' party?”

Pinkie Pie giggled, hopping up and down. “You know it!” She turned to the gathered foals, and giggled. “Watch this, this is gonna be cool!”

The two high-hoofed, shouting “BONK!” In a flash of light and confetti, they vanished, Scoutie Pie appearing in their place, twirling her bat.

Zecora bit her lip, and looked to Spy, who shook his head. “Non, ma cherie,” he said softly, looking over at Nightmare Clockwork, the machine monster watching the battle impassively.. “I think we should save our own fusion for ze proper moment...”

Mare-Do-Well watched in amazement as the transformations occurred. She had only seen Scoutie Pie and EngiRarity before, but she knew instinctively that there was much more firepower to be had now.

Twilight sighed in relief, glad that they finally had some real firepower. The unicorns and Cheerilee were visibly tiring from maintaining constant magical barrages, the rain a welcome relief.

Medic ran up to Barricade, grinning. “Ze tide is turning in our favor!” he crowed.

Barricade frowned, looking over at Nightmare Clockwork. “Is it?” she said softly. Harbinger, where in blazes are you?

Rarity and Trixie traded looks. It was good to have all the new firepower, but both of them were acutely aware of the lack of Engineer and Pyro. They both looked up to the looming, dark metal figure on the far mountaintop, praying that their friends would be returned to them safely.

“Can you still sense his thoughts?” Trixie asked. “I know that becoming a Sylvan is a temporary condition...”

Rarity nodded. “The powers are fading,” she said, “but I can still sense his thoughts.”

Trixie sighed. “So how is Clockwork taking our progress so far?”

Rarity shook her head. “What worries me is that he's NOT WORRIED,” she said. “Something's wrong... Something's very wrong...”

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Nightmare Clockwork...
Internal cell...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

They're winning, daddy-monster, Gem said, grinning. They'll beat you and your meanie master!

Negative, my daughter, Nightmare Clockwork said, the monotonal telepathic 'voice' managing to sound amused. The plan proceeds apace.

Gem stared at the walls around her, glancing over to the imprisoned form of Pyro. She strained her crystalline processors, trying to figure out what the Nightmare's plan was.

The robots aren't meant to win, Gem said, horrified.

Correct, the Nightmare said, sounding pleased. Oh, it will certainly be a bonus, and prove Gray Mann's worth as a proxy, but his role in this play is relatively minor. The real game will begin once this battle is decided.

Gem whimpered. She saw the Wonderbolts, Changelings, and Royal Guard approaching from various directions, and prayed they'd be able to get there in time to save her friends. To save her father...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Human world...
Battlefield...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“Anyone else feel a weird rush of energy just now?” RED Sniper muttered as he shot off the head of a Heavy robot.

Ethereal music played out of nowhere as a jack-o-lantern emerged from the ground, held in the hand of a skeletal, headless, armored giant. The Horseless Headless Horsemann cackled, putting the carved pumpkin on his neck and lifting his ghastly axe, charging into the onrushing robots and slashing away, removing heads with every swing.

RED Heavy, parked near the Dispenser RED Medic was maintaining, nodded in approval as his minigun sprayed bullets at the robot horde. Monoculus was still blasting away at the robots, and Merasmus's magic was keeping them even further at bay. A Sentry Buster had slipped through again, but they were managing to keep them back from the portal for the moment.

RED Medic, panting, collapsed against the Dispenser. “I zink I owe herr Engie an apology vhenever ve get him back. I never realized how HARD his job is!” he said, transferring his wrench to his other hand and flexing the one it had been in to loosen it. Oil from smashed robots stained his coat, a near constant barrage of Spybots coming after his equipment.

RED Scout appeared out of the teleporter, grumbling. “Somebody keep on those fucking archers,” he muttered, heading back over to the portal, where the ten sappers he had stuck on it were still slowly draining its power. “Hurry up, Wheatley!!”

“We're doing the best we bloody can, mate!” one of the sappers snapped back, irritated.

“I was afraid of that!” RED Scout snarled, glaring at the machine. He fired his scattergun at the portal machine angrily, the pellets bouncing off harmlessly. “Rassum frassum slow-ass idiot sappers being the only damn option...”

“This thing's a lot bigger than a bloody sentry gun, mate!” said another sapper, its blue glowing optic glaring at RED Scout. “We can only go so...”

An arrow pierced RED Scout through the head, the young man collapsing with an expression of pure irritation on his face.

“...er, nevermind,” the sapper said, resuming it efforts at draining the portal.

“That's far funnier than it should be,” RED Sniper said, shooting a hole in the torso of the Sniperbot archer that killed RED Scout.

“Less chatter more scrap metal,” RED Soldier said, reloading his rocket launcher. “Focus on the Pyrobots so they don't shoot my rockets back at me.”

“Or me grenades,” RED Demoman said, setting up a new field of stickybombs, silently wishing he had thought to bring his Scottish Resistance launcher. He could put out a bigger field of stickybombs before they started detonating on their own.

“MORTIS LONGDISTANA!” Merasmus intoned, a swirl of sparkling green magic lancing out of his wand and melting an Engineerbot and his sentry into slag. He then held up the Bombinomicon, a spray of bombs flying out of it and tearing apart a mass of Medicbots healing a giant Heavybot. The giant Heavybot, wearing a metal ushanka, bellowed and began firing at Merasmus, its bullets swatting any thrown bombs back towards Merasmus. The wizard grimaced, teleporting away over and over, but the giant Heavybot seemed to be able to follow his every move.

Finally, the giant Heavybot went down, its head flying off as the Horsemann decapitated it. The spirit nodded to Merasmus, who resumed his own attacks, and then turned towards the carrier tank.

The Horsemann, the spirit of Silas Mann, sensed his own kin in the carrier tank. He cackled, and made a slashing motion across his throat, pointing his axe at the carrier tank.

Gray Mann scowled. “Hello uncle,” he said, typing in a new command. “Go fuck yourself.”

Nine bomb delivery tanks began their trek towards the portal, as two very large robots, one wearing a viking helmet, the other a crown, began stomping their way out in front of the them. And following them, each of them carrying a bomb, were twenty giant Scoutbots.

RED Sniper saw them all first. “Bloody hell...” he muttered fearfully, pulling out a jar of Jarate. “Big Scouts and NINE TANKS INCOMING!! Plus I think I saw Sergeant Crits and Major Bomber with the tanks!”

“VAS?!” RED Medic shouted fearfully, looking over at the charging Scoutbots.

RED Scout appeared out of the teleporter, looking irritated. His expression turned immediately to fear when he noticed the charging giant Scoutbots.

“Holy fuck!” he shouted, pulling out a corked bottle of milk from his backpack and hurling it at the same time RED Sniper threw his Jarate jar. Both liquid containers exploded over most of the robots, the goop getting into the joints of the machines and slowing them down dramatically.

“Have monsters focus on tanks!” RED Heavy roared as he and the rest of the team began firing on the giant Scoutbots, bullets, rockets, and bombs barraging them. One by one the giants went down, five of the robots getting past them into the portal.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Equestria...
Ponyville...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

The giant Scoutbots ran faster than the others could catch them. They weren't ready for them, couldn't see them coming because of the portal. Missiles flew by harmlessly. Bullets did nothing to slow them. Bombs detonated useleslly. Thrown Jarate missed by inches. Every attack missed them as they headed straight for Twilight's barrier.

“GET AWAY FROM THE SHIELD!” Twilight shouted, the other ponies complying quickly as the Scoutbots literally leaped towards the shield, thrusting their bombs towards it.

Five powerful explosions rocked the forcefield, shattering the first barrier. Twilight screamed, a thunderbolt of agony shooting through her as she staggered, her remaining shield visibly wavering.

“Twilight!” Medic, running to her side and casting his healing beam on her. The alicorn was staggering, blood coming from her eyes, nose, and mouth. Her wings and legs were quivering, and she was gasping for breath.

“Is... is everypony all right?” she asked, shuddering as the crushing pain in her skull slowly faded under Medic's magic.

“Ja, fraulein,” he said, sighing in relief as she slowly got to her hooves again. “You varned everyvun in time.”

Twilight gulped hard, nodding. “Good...” she said, setting up the secondary shield again. “I don't know how many more hits of that I can take...”

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Human world...
Battlefield...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Merasmus, Monoculus, and the Horsemann kept up a constant assault on the tanks, bombs, exploding eye missiles, and powerful axe strikes tearing into the machines. They had managed to destroy two of the tanks, but there were still seven on the way, and they never stopped moving.

The mercenaries, meanwhile, focused their efforts on the two massive robots heading into the portal. Jarate and irradiated milk dripped from the robots, a result of RED Scout and RED Sniper's efforts, a milky mist erupting from the two giants with each hit on them, traveling to mercenaries and healing them in a similar fashion to the Dispenser.

“FLESHIE MAGGOTS!” the viking helmeted giant Soldierbot declared, firing another spray of missiles at them, forcing them to scatter. “YOU WON'T STOP US!!”

“DINNAE WASTE YUIR VOCAL CIRCUITS ON THEM, SERGEANT CRITS!!” the crown-wearing giant Demobot said, spraying grenades at RED Medic's equipment, destroying the teleporter, Sentry, Dispenser, and RED Medic in a single barrage.

“GOOD WORK, MAJOR BOMBER!!” Sergeant Crits crowed, blowing up RED Heavy with a barrage of missiles. “THOSE PONY MAGGOTS ARE DEAD FOR SURE, NOW!”

Congratulating themselves, ignoring the remaining gunfire from the mercenaries, the two of them stepped through the portal.

“No... NO!” RED Spy moaned upon recognizing the two robots. “KILL ZEM!!” The fusions began to fire on the robots, cutting loose with their artillery. The two large robots seemed undeterred, continuing forward as if they weren't being attacked.

“YOU FIRST,” Sergeant Crits said, taking aim at RED Spy, cackling evilly.

And then a streak of black smoke rocketed by the two giants, setting them aflame.

“WOT JUST HAPPENED?” Major Bomber demanded, aiming his grenade launcher in every direction.

At which point the smoldering streaks came by again, knocking their weapons out of their hands.

“WHAT'S HAPPENING?!” Sergeant Crits demanded.

The smoldering streaks faded, revealing a grinning Spitfire leading a team of Wonderbolts. “Sorry we're late,” she said.

“THIS WILL'NAE SAVE YE, LASSIE!!” Major Bomber snarled, holding up a hand to block the gunfire from the fusions, reaching for his grenade launcher, only for Big Macintosh and Horse Power to rush up and kick the weapon away from him. He snarled and stomped towards it again, Sergeant Crits going for his rocket launcher as well, only for the two weapons to be lifted into the air via magical telekinesis. The two giants stared in shock, their weapons suddenly disassembling in midair.

An indigo blur appeared at Barricade's side. “What took you so damn long?” the massive pegasus said, grinning.

“Couldn't be helped,” Harbinger said, watching as the unicorn guardsmen he had brought with him took the weapons apart. “The train was running slow today.”

Sergeant Crits snarled angrily, clenching his metal fists, the effect made more imposing by the fact that his body was still aflame. “MAGGOTS! WE CAN STILL FIGHT! OUR PUNCHES MAY NOT BE AS STRONG AS CAPTAIN PUNCH'S ARE, BUT WE CAN STILL KILL ALL OF YOU WITH OUR BARE METAL HANDS!” he roared.

“Only if you get that far,” said a smooth, sultry voice.

From out of the shadows of the forest came a swarm of changeling warriors, led by a smirking Queen Chrysalis. The changelings morphed, shifting in a burst of green flame and taking the shape of Soldierbots, only colored a deep, dark green. Channeling their magic through their rocket launchers, attached to their hands since they couldn't morph it as a separate object, they fired bursts of green energy that pushed the two giant robots back towards the portal.

Chrysalis, smirking, sauntered up to them.

“This town is under my protection,” she declared, her horn's magic flaring. “So swears QUEEN CHRYSALIS, Mistress of the Changeling Swarm!”

A beam of intense, moldy green energy shot from her horn, shredding the two giant robots in a single blow and sending them flying back through the portal.

Back on the other side of the portal, the RED mercenaries, busy helping Merasmus and the monsters destroy the tanks rumbling towards the portal, turned in surprise as the pieces of Sergeant Crits and Major Bomber flew out in a burst of green energy.

RED Scout giggled nervously. “Okay,” he said. “I guess the pretty pastel ponies actually can fight.”

“Portal is damaged,” RED Heavy said as he and RED Medic ran up to the group again, RED Medic setting up new equipment.

“What?” RED Soldier said. RED Heavy pointed to the portal gate, which now had several tears in the side of it from the pieces of Sergeant Crits and Major Bomber colliding with it..

RED Demoman did a quick calculation in his head. “If we focus fire on the damaged parts, with that plus what the sappers have already done...”

“Then we can destroy the portal, and cut them off,” RED Soldier said, a vicious grin coming to his face. “Let's do it, maggots!!”

RED Medic finished setting up a new Sentry, letting it help Merasmus fight the tanks as he pulled out his syringe gun, joining the others as they moved over to the portal and started firing on the damaged spots.

Small holes grew bigger, wires and circuits tearing and fusing together, or just outright dissolving under the constant barrage. Soon the device began sputtering and sparking, the mercenaries backing off, watching in satisfaction as the dimensional portal machine fell to pieces, the portal itself sputtering into nothing.

The remaining tanks and robots stopped, the robots looking back towards the carrier tank with worry.

Gray just stared, tapping the button to activate the portal over and over again.

“What... I don't... How did...” he stammered. “I... I just don't know what went wrong...”

He could only stare as the mercenaries began to celebrate, the remains of the robots he had brought retreating back to the carrier tank. The Horsemann again made a threatening gesture towards Gray as he tried to figure out how to salvage this situation. Attacking further would be pointless, since there was no longer a goal....

And then all his monitors began to glitch and show static. He felt a chill go up his spine, even through the life extender attached to it. He gulped hard, turning slowly, seeing Slenderman standing behind him, its tentacles waving about.

“I... I can explain...” Gray stammered as he desperately tried to think of an explanation.

Slenderman just shook its head.

“You're... you're not mad?” Gray asked, confused.

Slendermane explained, speaking in not-words inside Gray's head. And then Gray Mann began to laugh.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Equestria...
Ponyville...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

With the Wonderbolts, changelings, and Royal Guard backing them up, the citizens of Ponyville felt a new hope start to rise. They gathered together in the positions the more military-trained ponies told them to, feeling ready to fight a new wave of robots.

And then the portal flickered out of existence.

Everypony just stared blankly.

“Is... is that it?” Big Macintosh asked.

“Did we win?” Solderp asked, confused.

“NEGATIVE,” said Nightmare Clockwork, vanishing from his mountaintop and appearing where the portal used to be.

“Retreat behind the barrier!” Harbinger shouted. Everypony began rushing back, Nightmare Clockwork simply watching as they all fled behind Twilight's barrier. The Nightmare patiently waited until they were all behind the glowing barrier, and then calmly walked up to it, Twilight watching him warily. Worried, Mare-Do-Well and Chrysalis added their own magic, reinforcing Twilight's already potent forcefield.

Nightmare Clockwork reeled back and thrust his hoof forward once.

The double-layered shield exploded from the punch as if it were made of movie glass, the feedback knocking Twilight unconscious and badly dazing Chrysalis and Mare-Do-Well. Medic and the other healers ran to the three, trying to revive them.

“THIS UNIT HAS DESIGNATED PONYVILLE FOR DESTRUCTION. THIS UNIT HAS DESIGNATED A SLOW, SCREAMING DEATH TO BE PONYVILLE'S FATE,” Nightmare Clockwork declared. His drill bit horn began to spin again, a greasy black aura forming around it. “LET THE TERRORS OF OLD RETURN.”

The Doctor screamed, collapsing and clutching his head as the drums in his mind began pounding, louder than he had ever heard them before. “The drums... the DRUMS!” he moaned, his body bulging and darkening.

Harbinger turned to him, worried. “Doctor? What's going on?”

Barricade understood, though. “Step away from him!” she shouted, pulling him away as wings and a horn sprouted from the Doctor's body.

“Tick... tock...” the Doctor hissed as a mad grin came to his face. “Tick... tock...”

Rainbow Sniper and FlutterHeavy suddenly screamed, forcibly becoming unfused. Rainbow Dash, recovering quickly, managed to catch Sniper before he fell and brought him to the ground. But he was already starting to change, his body growing larger, his wings becoming bladed as a horn sprouted from his head, a twisted grin crossing his face. Heavy, meanwhile, grew larger and larger, his coat becoming ghostly pale as a horrid grin split his face, the stallion turning into a true juggernaut of a monster.

“Not again...” Cheerilee moaned as she felt several squirmy somethings beneath her skin. “Please... not again!” Vines burst from her skin in a bloody cloud as her coat started turning green, Cheerilee sobbing desperately as she tried to fight off the changes being forced on her.

“THIS TIME, THERE SHALL BE NO ESCAPE,” Nightmare Clockwork intoned, its mechanical eyes staring soullessly at the terrified ponies. “LET TERROR REIGN.”

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Human world...
Battlefield...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“It seems we've a victory to celebrate,” Merasmus said as he joined the mercenaries.

“Tiny portal was no match for RED team!” Heavy crowed.

“I dunno, amigos,” Bombinomicon said, its red eyes looking uneasy. “Something still feels a little off...”

RED Scout cackled. “Would you relax?” he said to the book. “We just held off a massive army and saved an entire world from being invaded! I say that deserves a little...”

With a sound like one of RED Soldier's rockets firing, a hand attached to a bloody organic cable shot out of the Australium mine the portal had been attached to. It grabbed RED Scout and pulled him screaming into the darkness. The wizard, monsters, and mercenaries, taken completely off-guard, stood stunned as RED Scout was dragged away. They managed to recover quickly, though, and prepared to charge in, when RED Scout, bleeding bite marks on his skin, came running out, hiding behind the Dispenser and shivering in terror.

“It... It's ENGIE!” RED Scout stammered. “But... But he's changed, become some sorta... vagina-mouthed monster!”

“What are ye babbling about, laddie?!” RED Demoman demanded.

He got his answer far sooner than he would have liked.

“Syob ydwoh. Uoy dessim ev'I,” said a disturbingly familiar voice.

“By the eldritch hosts...” Merasmus said softly.

The mercenaries whirled towards the entrance of the cave, and gasped.

RED Engineer stood there, clutching a wrench made of Australium. He held himself in an inhuman posture, his clothes tattered and dirty. His body looked relatively normal, save for the scars around his forearms and wrists, but his head had mutated dramatically. His mouth had been warped into a vertical line, rows of teeth lining either side, the fleshy gap indeed resembling a certain part of the female anatomy.

RED Soldier, reacting on instinct, fired a rocket at the Engie-creature, a crit-charge surrounding the missile. The Engie monster caught the rocket in midair, and took a bite out of it, its jaws opening horizontally to reveal even more rows of teeth and a long, prehensile tongue. Crunching up the rocket as if it were a bagel, it chuckled, a disgusting, gurgling sound.

RED Soldier gulped. “Well, I'm out of ideas. Anyone else got something?”

“Vat happened to you?” RED Medic asked softly.

“What indeed?” came Gray Mann's crowing voice. “It's interesting, really, what a thousand years trapped in an Australium mine will do to you!”

“A thousand?!” RED Sniper shouted, incredulous.

“INDEED!” Gray Mann crowed. “Forced time travel and spatial relocation! A thousand years of Australium poisoning! More even than the vaccines he created could protect him from! And now... heh. RED Scout called him a vagina-mouthed monster, let's go with that then! Gentleman, say hello to the VAGINEER! And I'm guessing he's not happy to see you...”

Vagineer took a step forward, growling. The gathered REDs reflexively took a step back. “On. Ton m'I,” Vagineer said coldly.

“Engie, lad...” RED Demoman said, “We did'nae know... If we had known...”

“Em denodnaba uoy! Muinellim a rof enola em tfel uoy! Ti rof yap annog era lla'y won. Doof ym eb annog era lla'y won...” Vagineer snarled, his hands clenching tightly.

Gray Mann cackled. “But the fun's not done yet. For you see, if what Slenderman has just shown me is true, then Vagineer is about to have some powerful backup!” he crowed.

“Vhat are you babbling about!?” RED Medic snapped towards the carrier tank.

And then RED Heavy and RED Sniper began to scream, the dark magic affecting their BLU counterparts finally reaching them. Vagineer began to laugh.

RED Heavy clutched his chest, clawing at his skin desperately as his body bulged outward, his already impressive height increasing. His skin darkened and became pebbly, taking a deep green hue, becoming similar to that of a crocodile. His jaw warped, growing wider as his teeth became powerful fangs, a thick tail sprouting from his back as the REDs watched on in horror.

RED Sniper clutched his skull, screaming as a change took place inside his head.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
RED Sniper's mindscape...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

RED Sniper looked around in confusion, finding himself standing on top of Ayer's Rock, a storm darkening the sky above him. He glanced around worriedly, one hand going back to grip his kukri knife, when a hand was placed on his shoulder, sending a chill down his spine.

“You know what I hate?” said a voice from behind RED Sniper. “Personal character growth.”

RED Sniper whirled, seeing the black-clad, bearded embodiment of everything he hated about himself. “YOU!” RED Sniper shouted.

“That's right, mate,” Christian Brutal Sniper said, a cruel grin on his face. “And I think I like you best right now, since you haven't gone through the same character growth BLU boy has. Which makes it so much easier to do this.”

Christian Brutal Sniper snapped his fingers, a cage forming around RED Sniper.

“No... NO!” RED Sniper shouted, shaking the bars as Christian Brutal Sniper cackled, casually flipping him off as he went through the door that would allow him to take over....

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Reality...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

A bloody mist surrounded RED Sniper as he changed, his clothes turning black and brown as a hazard symbol appeared on the back of his vest. A thick, black beard grew on his face as a twisted smile warped it. The Not-Sniper cackled with cruel joy, looking over at Heavy as he completed his transformation into a crocodile monster, his tail thrashing back and forth.

“Looks like Christian Brutal Sniper's making a comeback, then,” he said, glad to have a body to kill with again.

Vagineer grinned and licked his lips. “Syob, yas uoy od tahw? Meht of tsom eht tae ot steg sllik tsom eht steg revemohw?” he asked, staring at the REDS as they clustered together around Merasmus. Monoculus floated above the gathering, visibly confused, while the Horsemann just hissed, brandishing his axe.

Christian Brutal Sniper snickered. “I'll handle the killin,' mates. You and the Heavydile there can eat them later if you want,” he said. He giggled, and added, “Better yet. Just eat them alive. The SCREAMS will add flavor!”

Heavydile just let out a gurgling roar, sending a shiver of fear down the gathered REDs' spines.

Gray Mann cackled. “Oh, this is too delicious! My robots may have lost, but this slaughter will be well worth it!” He sat back in his chair, watching the proceedings with delight. “Come then! Let's see how many times you die at the hands of your own friends!”