hia guy! before we begin this crazy adventure, I quickly want to say that this story got inspired by KnightMysterio AU- crossover: Waking Nightmares.

fair warning to you hardcore Grammarly people. I am terrible writing accents, so the tf2 dudes' accents are at the minimum. and if Zecora's lines are a bit, well wonky I will apologize and say it's harder to the rhyme than I thought.

Also, this story has a slow burn because (like the MLP show) I want to do character development and write some Slice of Life chapters. so if you don't like a Slice of Life/ Adventure fanfiction, then this is probably not for you.

I can and will go into dark territory but only if the plot calls for it, I don't like edgy and come on guys, this is a Team Fortress 2 and My Little Pony crossover! the mane six and mercenaries are all stupidly awesome and that's where I am aiming to make this story.

She is running, running for her life, running for her very sanity. She speeds down the dark hallways of her and her sister's once home, but wherever she looks, the shadows of her alter ego keep getting closer. A shadow shots out from the darkness, wrapping itself around her hind leg. She shoots a burst of magic at it, shouting: "You won't claim me again!" Never again she will give into the shadows.
A shrieking laughter echoes through the hall, she flinches both from the pain of the laugh but also from how much the owner enjoys her torment.

"You don't have a choice!" The shadows gather around the throne, taking form as a black mare with eyes cold as ice. The remaining darkness settles as this mare's mane and tail, gently swirling around her in a hypnotic manner. Fooling lesser ponies to think this night mare is no threat. The mare smirks down at the trembling thing before her. "No matter how much you try and deny it: I am who you really are."

But she knows better, she knows what she is capable of because... she had been that mare. And now looking at what horror her subjects—her sister had to face... "No! I am not you!" Luna cries up to Nightmare Moon, but her voice is not as sure as she would like.

Nightmare Moon laughs loudly, "Oh is that doubt I hear?" She giggles gleefully, Luna flinches when the shadows start to surround her. "Did you really think an artifact like the Elements of Harmony fixed you up? You may be good now, but I will always be here!"

The shadows swallow Luna, but for a moment, the darkness shatters in a burst of light of a rainbow. Forcing Nightmare Moon back.

"What?!" The dark ponies cry, glaring at the rescuers.

Looking up Luna sees ten glowing figures, several of them are alicorns. One of those alicorns steps towards her, offering her a hoof. Luna, feeling safer around this unknown alicorn and reaches out for it. But just as she is about to touch their hoof, Nightmare Moon transforms and the massive darkness attacks her saviors.

"THE ELEMENTS HAVE BEEN DESTROYED"

Two of the stranger looking alicorns get swallowed- destroyed by the darkness. The one there has reached out for her tries to attack but is exiled into the abyss, the light of is shattered. The six others do get attacked by the darkness, like the three others they did not stand a chance. They got destroyed but unlike the three others; their light survived.
Luna stares for a moment of these faint glowing lights of hope, then the darkness takes her as well, forcing her mind bend to its will. For a horrific moment, she is broken, once again Nightmare Moon. She finds herself before that purple unicorn and smashes the six elements of Harmony.

"THE SEALS ARE BROKEN AND THE DARKNESS IS FREE ONCE AGAIN"

Out from the darkness appears several beings such as a unicorn made out of shadows, a bug looking alicorn, a far too familiar Draconequus and a centaur with large horns. Those and the many others from the shadows destroys everything and anypony. Part of her wants to stop it, but the darkness surrounding her gives her the sickly sense of enjoyment watching the world suffers.

"JOIN US ALICORN OF DARKNESS"

"NO!" Luna jerks up, breathing heavily from a far too real nightmare. Looking around for a moment, realizing she is back in her room in Canterlot. She sighs but the fear from the nightmare is still very real. Nightmare Moon is right, even with the darkness cleansed away from her, she can still feel her darker self deep inside. It feels her with dread and fear that she feels more like a ticking time bomb than a reformed princess of the night. For honestly... nothing has changed, the ponies still cower away from her beautiful nights and the common ponies still fear her. So how long until she reaches the edge and turns back into Nightmare moon again?

"Luna?" A softly call behind the door, it opens and Celestia walks carefully inside. "Luna, is everything alright?" She asks her younger sister worried.

Luna wants to speak out her worries, but... "Just a bad dream." What can Celestia do anyway? Force the subjects to love her? Luna doubts that's ever going to happen. And it's not like Celestia can help her deal with the nightmare. She has no power in the dream realm. No, this is something she has to deal with on her own.

"Alright," Celestia muses, she hesitates but walks over and nuzzle her sister. "I'll be here if you ever need to talk." and leaves her sister to her rest. Celestia will be more than happy put her many duties aside if her sister needs a lending ear, that's the least she can do after have exiled her for so long...

The door closes and only then Luna drops the facade that nothing is bothering her. She turns her gaze up to the morning sky, hoping that dream was just a dream. Yet something tells her that dream was more of a vision, a warning of what is coming.

***
(a month later)

Deep inside the Everfree forest, Zecora, a zebra with great wisdom and knowledge of potion making searches the forest floor for a certain herb she needs for her potion. She does stop her search when a noise she has never heard before appears and that's saying something when she spends most her time inside this forest. The zebra looks around for the source but cannot find it, instead the source finds her. A creature made out of metal, standing on two legs and holding a knife over her appears out from nowhere, about to stab the knife into the zebra, but another stops it.

Zecora spins around in shock, first now realizing she had been in grave danger. The black insect creature there has tackled the metal one away lets out a pained hiss when the metal creature stabs the knife into its shoulder before disappearing in a cloud of smoke. The wounded insect horse staggers once before dropping to the ground unconscious.

Zecora hesitates; she knows what the insect horse is: a changeling. A creature there feeds on love and those it steals it from are often left comatose for weeks. But this one did save her life. Against her better judgment, Zecora walks over to the wounded and now unconscious changeling and brings it back to her hut.
As she has no wish ending up as this one's next dinner. Zecora wraps a sort of bandage there suppresses pony magic, she can only hope it works on a changeling as well. After have bound the hole filled hooves she starts treating its wound, the changeling wakes up not long after.
It struggles against the binds, hissing at her. It is hard because of the blue reflection-less eyes but Zecora thinks she sees fears in them. That is something new.
"Do not quiver, you are quite safe with me my changeling savior." Zecroa tells the changeling, nodding down to the bindings. "These bindings are for my safety as someone like you find ponies like me quite tasty."
The changeling stops struggling, it lowers its gaze, seemly thinking about something.
"I understand yours disincline towards me in your mind." Zecora tells it understanding, very sure she too would not be happy if she found herself in such a situation. She takes a bowl with a potion for disinfection. "You will be freed when your wound has been healed. You are far from home where you let yourself get seen."
The changeling meets her eyes; it takes some willpower not to flinch at those glassy blue eyes.
"Thank you." It says with a smooth male voice, not raspy or high pinched as those few changelings Zecora has met over the years. This is also the first time a changeling has thanked her.
"May I be so bold asking what such a beautiful creature like you is called?" He asks with a very charming smile and Zecora can't help but blush of it, even though changelings aren't beautiful to look at, she must admit this one is handsome compared to the last one she met. Polite as well. "You are a very charming speaker, my name is Zecora my love eating creature." She is feeling way calmer around this one, still not enough to let him free just yet. "And what name may I ask do you proclaim?"

"I am afraid I cannot tell you my real name, my dear. You may call me Spy."

Spy? So this changeling is an infiltrator? Zecora ponders, but if he is then why did he straight out say it? "Changeling spy out to comply or have defied your queens desires?" She asks him.

"Neither," Spy replies, not sure he should but he has to tell this zebra the truth about his incredible weird situation if he has any wish getting back home. "I am not from around here: this isn't my true form. Before I came here; I looked closer to the one there attacked you. I still do not fully understand how, but that robot and I got transported here after my team's Pyro set it on fire. I found myself in this form and—"

"And now you wish to tell this place goodbye wayward changeling spy?"

Spy nods, but like coming here; he has no idea how to get back home. Perhaps. "Any chance you could offer me assistance for that little mission?" He asks the zebra, realizing he did rhyme a bit.

Zecora gives him a smile, deciding to trust this other world being. He does sound sincere. "Perhaps the princess can help you out of your worldly mess." And lets Spy free from his bindings.
He gives her a curious look. "I take they are some kind of horse as well?"
She nods. "Equestria is home to many pony kind, but changeling is not taken friendly try; keep that in mind." Fortunately, his changeling magic can solve that problem. "If you are true about your friendly intend I will help you use the magic of pony pretend."

He had been hoping this Zecora would bring him right away to this princess, but from what he has gathered, this changeling species he has been turned into is not one of the good guys. Figures as he doesn't consider himself a good guy either. He also understands the residents fear if what he has been turned into feeds on love–- no matter how stupid that sounds.
Makes him wonder; does that feeding leave the target as a husk? Spy maybe be a man who will kill without a second of hesitating but even he shudders at the thought of leaving a victim as a mere husk. And if that's the case then he fully understands why Zecora is wary around him. "I will stay on my best behavior." He promises the zebra, but it would be easier if he didn't feel like starving all the time. "You said I feed on love; how does that work exactly?"

"You steal the love of magic leaving behind a pony filled with tragic," Zecora replies.

Spy feared that was the case, but he has to feed somehow. Only two days of being stuck here and he can already feel his body is breaking down from hunger, he needs food and soon. If not, then not even his strong will can stop him from giving to his into the hunger and steal the love as Zecora said.

Seeing the worry on the changeling's face, it is clear this one hasn't been dealt with this all his life. This is a new problem for him. Zecora chooses to believe this one has indeed been something else and decides to offer him a substitute for the love he needs to survive on. "I can make a potion to keep you fit, however the hunger for real love will always be your conflict."

Better than starving he guess. "It'll have to do."

Zecora nods and starts brewing the potion for her new changeling companion.

(two weeks later. the human world)

The Spy of Reliable Excavation Demolition or RED for short doesn't know why, but he has been feeling tense ever since his clone of the Builder League United or BLU got torched along with the Spy-bot and did not respawn for some crappy reason. It confuses him to no end why he is feeling like this after BLU Spy disappearance, he and his clone–- or whatever they are towards one another has never felt any connection to one another or cared for their look alike in that case. They have been hired to kill one another and in all the time here, both he and the BLU have been doing just that, no question asked. Well the only question asked was why they looked like one another, but it's not like the ice-cold heart to the Administrator is ever going to answer them that.
Speaking of the devil; that woman had demanded they found his look-alike, but none of them has found a clue of what happened. Engineer thought it was a respawn failure, and had put up a few moments of ceasefire with the BLU Engineer so he could ask some questions.
The Texan returned not long after, a deep frown on his forehead. Spy dreads the answer but he much rather wants to know than be in the dark. "What did he tell you?"

"Well, at first he thought Medic had his head captured again like last time." Engineer replies with his soft-spoken voice.

That had been the only time he had ever felt sorry for his counterpart. He is sure Scout had a hand in with that incident for not long after he showed Scout those pictures of what BLU Spy did in his free time with... her– no, he shouldn't think about it and his counterpart was stupid in not ending it sooner. BLU Spy got decapitated not long after that whole mess; kept alive and stuffed into a freezer by his team's Medic. Must've been hell for the BLU Spy; enough that Spy decided to end his suffering. None of them ever mentioned it again but Spy is sure BLU Spy was thankful for the mercy kill. He wonders if Medic have decapitated and taken his head again? Wouldn't surprise him honestly.

"I checked our refrigerators, but didn't find any BLU Spy head." Engineer continues, "I told my clone that. It took a while but I got him to tell me that BLU's respawn says he's alive but out of range."

Not sure that is good news or not, for respawn can pick them up pretty much everywhere in the world. But if it cannot track him then that creates the question. "Any idea where he might be?" Engineer shakes his head. "BLU doesn't know either." The shorter man says. Spy thought that was the case, he wonders where his counterpart ended up and why he is feeling a strange sense of hunger all the time.