• Published 9th Apr 2014
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My Secret Life as an Evil Insect Overlord - LordBrony2040

I find myself inserted in Equestria! WOOOOHOOO-wait, oh great I’m a changeling prince(ss). So much for love and tolerance. Time for world domination!

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Chapter 10

Chapter 10: I Become An Evil Insect Overlord

The biggest problem with being a changeling was that we are unable to draw mana from the surrounding area to fuel our magic, hunger, and growth. For me, the Alicorn Amulet changed that. It could draw on the natural magic of the world by itself and feed me on top of offering a larger mana pool that could be used to use as an extra power source should I ever find my limit like Chrysalis had with the heart. The extra power allowed me to heal my damage almost instantly and reinforce my natural armor by both increasing its thickness and density as I closed the wound my mother had made.

There was also the internal spell library. I always wondered how Trixie had been able to cast so many spells outside her venue. I mean, if the age spell had only been usable by the highest level of unicorns, then how the hell had she even known how to cast it? With the amulet, spells relating to my predatory nature were no longer a limitation. Hundreds of new spells entered my mind and I perused them all in an instant.

With the kind of power I now held, I felt a surge of confidence and pride that had been missing moments ago. I didn’t need to go get the others for help, I could kill Chrysalis myself! It would be safer for them in Ponyville anyway.

“It would seem that I might have been mistaken,” Zecora mumbled to herself for some reason while I laughed at the mental image of a broken Chrysalis at my feet…hooves…whatever. Then, before Zecora could complete her stupid rhyme, I looked over and took away her mouth.

“Do you have any idea how annoying the way you speak is?”

“Mmmmummmpth,” she replied calmly with a raised eyebrow.

I rolled my eyes. “Umm yeah, I have no idea what you’re saying.”

The zebra replied with an exasperated sigh, despite her mouth handicap, and walked over to a nearby table, pulled out a pen and quill as well as some parchment, then jotted something down on a piece of paper before handing it to me.

Do not be such a fool, I need my speech for the mirror pool.

I looked back up at the Zebra, my mouth agape. “You even write in rhyme?” I yelled. Still, I couldn’t argue the fact that she kind of had me slightly over a barrel…just a tad. Plus, I did kind of owe her for enabling me to stay awake long enough to kill that undeserving bitch that birthed me.

The thought of Chrysalis made me remember her stupid gloating. She would have still been stuck down in her wasteland hole if not for me! I came up with the plan, I kept the majority of the hive under wraps while she ran of to do god knows what, hell I even provided the distraction she needed to get the damn Crystal Heart! Then she just goes and snags the stupid thing without thinking two steps ahead!

So what if she had the heart? It only worked on the love of the crystal ponies! It only offered a limited amount of growth and I wouldn’t have been surprised if the damn thing needed to be in the Crystal Empire to work! The damn cockroach gave away our biggest advantage to rule over a frozen popsicle of a kingdom!

So, after restoring Zecora’s mouth and leaving her to get things ready, I built up the magic in my horn and headed to the next destination on my to do list. The comparison with how Twilight did things reminded me of the state Chrysalis had put her in, and helped build the anger I needed.

A second later, I was standing in the Ponyville town square and looked around at all the astonished ponies just gaping at my sudden appearance. Since that was all they were doing, I rolled my eyes and decided to help them make up their minds on which course of action to take.

“Oh for crying out loud. Yes! I am a big evil changeling monster! RAAAAWR! NOW GO AND ALERT THE GUARDS!” I shouted before firing a few blast of magic around to overturn carts, break some glass, and conjure a dress onto Big Macintosh. With as little action as that guy got, he might as well have been a girl.

Hmmm…you know I wonder if I actually could turn him into a girl, I thought to myself. Hell, if I had to be a semi-female equine-xenomorphic-hybrid, I didn’t see why he got to stay a member of the gentleman's club.

“Hey Flashy…say, why are you wearing that meanie necklace?”

The sugary sweet voice from behind made me groan. “Oh dear god why?” I mumbled before turning around. As my genius intellect had expected, there stood a pink party pony pattering on about things she had no business knowing. “Pinkie?”

“Yeah Flashy?”

“How do you know it’s me?” I asked.

The pink pony blinked, as if were the stupidest question in the world. “Because all the other changelings are still in your house.”

I had to resist the urge to shove my hove into Pinkie’s skull and let whatever passed for grey matter inside that thing leak out. “And how do you know we were changelings?”

“Oh! Well there’s tons of reasons!” Pinkie began. “None of you and the other changelings eat more than one cupcake at any of my parties, you’re the only one that ever eats anything at all because Twilight‘s with you all day, the White Knight changeling won’t talk to me no matter I say to him, I never see any of your feathers out of place, oh! And I saw you turn into Twilight a few nights ago!”

The…normalcy of the reasons left me stunned. “Wait…so you didn’t get some kind of Pinkie Sense warning?”


“Just some magical, unreasonable surge of knowledge to explain everything?”

Pinkie raised an eyebrow, her confusion evident. “How would I do something like that?”

“…read the script?”

“What script?” she asked before a worried look overtook her. “Now you’re just talking crazy Flashy. Is the necklace making you crazy?”

Finally, I touched on the last little thing that was bugging me. "Okay so, if you found out I was a changeling, then...how come you never went and told the others?"

"Well I was going to, but the night after I found out, you and Twilight and Rainbow went of to go do something with Do, and then Twilight sent this really wet letter saying you might have gotten hurt saving her," she explained. "Then everypony got really sad, and I realized that you were a nice changeling, and Twilight's friend, and if you're Twilight's friend then that makes you my friend, and friends don't tell other ponies their secrets!"

Although I was getting a little agitated by Pinkie Pie’s voice going on and on, the fact she wasn’t suddenly divulging impossible information and had several logical reasons for her realizations made me a least a little happy. “Pinkie, I think I like you again.”

“Aww thanks Fla-”


And here she comes to wreck the day, I thought to myself as I turned around and catching sight of Rainbow Dash flying right at me with a rainbow trail coming from behind her. A few seconds before impact, I grabbed the flier in my TK and smirked. “Hey Dash. Next time, try not shouting at me before attacking from behind.”

Rainbow Dash struggled against the magical field for a few moments before she glared at me. “Yeah right, that’s what a sneaky, backstabbing, underhanded changeling would do!”

“Hmm…okay, you’re brave, I’ll give you that,” I admitted before snagging Pinkie in my TK field as well and hauling her up to alongside Rainbow. “Now come on, I may need hostages on my next stop and you two will do nicely.”

Pinkie let out an excited cheer while Dash continued to struggle in vain. “Alright, road trip!”

There were some more shrieks of terror as I made my way through the town until I finally came to the house that was serving as the guard barracks. I was going to bust the door down, but decided to go for a better shock and awe factor by just removing the whole thing from existence and leaving a hole where the basement had been. Down in that hole, the three changelings still in their disguises stood next to the cocoons with the ponies we had been feeding off of for the past few days.

“Hey guys, you didn’t want to come and save the town, and all that?” I asked. “I mean, what kind of fake guards are you exactly?”

#666 gulped. “Hey boss, umm…how’s it going?”

#619 just giggled nervously and backed away until she ran into the cocoons.

“Ummm…why are there two of everypony down there?” Rainbow asked, proving that wings weren't the only thing she had in common with birds, but also brain size. “And…Flash? Hey! You let him go you creeps! I swear when I get out of here-mmph!”

Mouth off, I thought as Rainbow Dash’s lips disappeared. Out of the corner of my eye, I could see she looked over to glare at me. Honestly, the little twerp was lucky I didn’t snap her wings off or something. It would have been an interesting sight to observe how she got along without them, or if Twilight could grow them back, but I didn’t have time for weeks of psycho analysis of a crippled mare at the moment.

...Plus, if I got rid of Dash’s wings, we probably wouldn’t be hanging out anymore. So as tempting as the prospect was of quelling her with fear, I decided to exchange a little annoyance now for increased pleasure down the line.

“You know, it occurs to me that Chrysalis knew an awful lot about what I was doing despite me telling her nothing whatsoever,” I told the three changelings in front of me as I narrowed my eyes at the three of them. “Meaning, one or more of you idiots must have been informing her directly." It was the only explanation I could think of when it came to how she knew about me and Twilight. Whenever we had exchanged information, I never once told the queen I had been feeding off the alicorn, or anything aside from I had managed to place myself close to her inner circle of friends.

“So the one who points to the changeling, or changelings responsible gets to die painlessly and I’ll torture the other two of you during my free time for the next several years, how’s that sound?”

Below me, the three changelings flinched, then all three of them turned to point at the other two. “S/He did it!”

“Flashy you can’t do that!”

“Mmmph?” Rainbow asked Pinkie.

I looked back at the two ponies still held in my magic. “Oh, right, you guys are still a little too innocent for this stuff…umm…” I paused to think to myself for a moment, quickly putting an energy dome over the hole before the changelings could escape while I was just a little distracted.

“Okay, no need for you guys to watch or anything,” I told the two ponies before looking over to Rainbow Dash.

The mouthless mare glared at me for another minute, and I resisted the urge to laugh. She really was adorable when she was angry and helpless. After my time with Twilight, I didn’t really have any reservations about certain interaction with the Equestrians, and my fan fueled curiosity demanded to certain things to be done.

“But first, I really should take this opportunity to get something I‘ve been wanting.” A second later, she had her mouth back, and I drew her in for a kiss while keeping the rest of her body frozen so she couldn't struggle.

“Mmmmph!” Rainbow replied that had more to do with my lips against hers than any magic.

The mare didn’t struggle too much against my tongue, and why not? I was the most awesome thing around, and if I wasn’t going to get to see what a wingless Rainbow would be like, then I was at least going to get some lip service from her. Unfortunately, I didn’t get to taste anything since changelings didn’t have anything in the way of taste buds and I knew the red kryptonite was the only thing that gave me the balls I needed to do it but hell, it was still awesome. I was kissing Rainbow Dash! After my tongue had managed to get a good feel for the layout of the ponies mouth, I broke the kiss and stepped back.

Dash spent a good ten seconds gagging and spitting. “H-Hey! That was my first kiss you jerk!”

“Seriously?” I asked. That seemed kind of…pathetic actually. “Well, thanks to me, you’ll be getting plenty of time to improve in the future. Now go to sleep.”

A second later, both her and Pinkie went limp in my magical grip, and I turned my attention back to the three changelings. “And as for you guys, I said the first one of you to point out the others would get off easy, but since you tied…well, that means nobody wins. Looks like you’re all going to be having extreme amounts of pain and suffering in your futures!”

I dispelled the barrier around the hole that had been my home, then accessed some conjuration magic before building what I wanted in my mind and making it materialize. A few seconds later, each of them were wearing a golden collar that held an enchantment that produced electricity.

“Now, you three are going to fly back to the hive and awaken all the drones from their stasis, or this is going to happen,” I explained before clapping my hooves to turn the collars on.

A second later, I was treated to the wonderful sight of the three changelings writhing in agony while screaming in our very inhuman language various profanities and begging me to make it stop. The sight was so exquisite, I would have let it go on for a few minutes as I just sat there watching the idiots writhe in agony, but I was a little pressed for time.

Another clap of hooves deactivated the enchantment, and I watched them drop to the ground while groaning in pain. I leaned down into the hole and grinned. “Now hurry it up and get going,” I told them in a cheery tone before my mood darkened considerably, “and if you don’t want to do this little favor for me, then I’ll turn those things back on and leave you like that till you starve to death!”

With that, I snagged the unconscious guards and brought them in close for what would be my next teleport. On my next stop, it would probably be a good idea to have some hostages I was willing to kill in case someone tried to call my bluff when I demanded to see Celestia or ponies would die.

“Let our friends go you beast!”

The high class accent of a marshmallow unicorn made me roll my eyes before I looked over and saw the other three Bearers standing in the street. Apparently Rarity had enough intelligence to grab the rest of her friends before confronting me unlike Rainbow Dash. Unfortunately, it also meant I had to deal with the other members of the Mane Six before heading out. I hated needless distractions.

“Ugh…seriously?” I asked.

“What?” she replied, apparently thrown off by the question.

I groaned and decided to ask the obvious question. “You see me wearing this, right?” I asked while pointing to my ancient artifact of awesome power. “You saw it enabled a no talent hack like Trixie to take on Twilight Sparkle herself in a contest of magical ability, and now you’re actually challenging a changeling monarch that’s sporting one? Are you girls suicidal or something? You all know I could kill you just by thinking about it too hard, right?”

With the reality of the situation thrown in her face, Rarity faltered…but only for a moment. “Yes…well, be that as it may, I will not simply abandon my friends!”

As the other two of the mane six voiced their agreements, I found myself a little impressed on how they were facing certain death and weren’t batting an eye. “Hmm, no wonder I like you girls so much,” I mumbled before sending out a wave of magic to nab them all in my grip.

Rarity tried to use her horn to resist as I brought them all closer to me, but it was overpowered easily enough by my magic.

“Umm…excuse me, Mr. Changeling sir?” Fluttershy asked, drawing my attention. “Would-”

“Wait,” I interrupted her before looking to the ponies. “Why’d you just call me sir?” I was quite female in my current form after all. It seemed a little odd that Fluttershy of all ponies would throw a gender-bender insult at me.

As Fluttershy seemed to just wilt under my attention for no good reason apart from the fact I had her trapped in my magic, Applejack took up the question. “Ummm…because you look like a stallion.”

I blinked at the explanation. “Really?” To be honest, I hadn’t noticed that much difference between stallions and mares apart from the size, which was kind of negated by the fact Chrysalis stood head and shoulders above me.

“Plus your voice is quite masculine darling,” Rarity added.

“Oh…thanks, I guess,” I mumbled. “But changelings are asexual…or both, it’s really confusing to be honest.” My need for some kind of sanity actually kept me from asking Mother just how we did breed, but I didn’t see her sleeping with any of the drones and every changeling looked the same, it may have been complete autonomous reproduction.

Banishing that disturbing thought, I looked back to the cute little pegasus. Not the sexy kind of cute like Twilight, but more like pet cute that I wanted to put a collar on and leave to roam around in the back yard. “Now what were you saying?”

“Umm, well…I was just wondering…would you mind letting us go?”

“Tempting…but…no,” I told her as I looked away and thought to myself what would be the best way to proceed next.

With just Rainbow, Pinkie, and the guards in tow, I could have just teleported to the castle in one or two jumps, but talking with the six Elements had given me time to reconsider my plans. Although I was an invincible being of godlike power and infinite strength, blowing my way through Canterlot would end up taking too much time, and just trying to walk into a alicorn’s place of power was probably not the best of ideas.

I really didn’t want to have to fight Princess Luna.

Okay so, new plan, I told myself before clearing my throat and casting a quick spell to amplify my voice for the next few seconds.

“Hey Spike! Get your scaly little butt out here or Rarity’s going to regret it!”

While the talking marshmallow called me several pony profanities for using Spike’s crush against him like that, it only took Sparkle’s little slave a few minutes to make his way out of the library and confront me. I could see the fear in his eyes, but there he was, standing in front of me. Once again, I found myself a little impressed. The ponies and dragon stood no chance of winning against me, but here they were, trying anyway.

“Okay I’m here, just don’t-”

“Yeah, yeah whatever, now take a letter,” I told him before conjuring some paper, a quill and ink. The quill and ink took two tries since I attempted to make a pen, but…nothing came of it, so I apparently couldn’t just make anything appear out of thin air. But nearly cosmic power was more than enough for me. It wasn’t like I was overly prideful, or greedy after all.

“Dear…holy cow,” I mumbled to myself. “I’m actually going to get to do a dear Princess Celestia…hehe…hehehaha…HAHAHAHAHAHA!” Overcome by the joy of the moment, I jumped up on my hind legs and clapped my hooves in excitement.


Then I frowned at the distant sound of screams before clapping my hooves again to turn the collars off. “Opps, kind of forgot about those collars. Now…where was I? Oh right…

“Dear Princess Celestia,” I began, making sure Spike was jotting the message down. Let’s see, need a good moral. “Last night I learned that when stabbing somepony in the back, be sure to guard your own! Or maybe a better pay attention to your surroundings would be a better lesson…anyway, long story short, Chrysalis took over the Crystal Empire and captured Shining Armor, Cadence, and Twilight."

While there was a collective gasp behind me, I motioned for the dragon to continue writing. “New paragraph. Now before you go rushing off to save them, you should know that I currently have Twilight’s friends as my hostages and want to meet with you in the next five minutes, come alone. If you do not show up here by…let’s go with ten-thirty-eight Spike, I’ll…oh I don’t know…tear off Rainbow Dash’s wings, clip Rarity’s horn and…um burn Applejack’s Stetson. No wait, go with her farm, that’s more threatening.

“Now go to the closing and say, Your future lord and master Omnifarious,” I concluded before looking back down to the dragon. “Did you get all that?”

Without waiting for a reply, I snatched the letter away from Spike and checked it over. The handwriting was a little messy, but I gave him a break since the guy was currently shaking in terror. Then I rolled the little thing up and gave it back to him. “Okay, send it.”

As I watched the smoke rise and float off into the distance, I conjured some clouds and formed them into a semblance of a recliner before jumping back to rest on them . Then I snagged Spike so he could join his friends in the air, and looked over to the Mane Six. “Hey, you mind if I ask you guys a couple of things?”

“Mind if Ah ask you something if we answer em?” Applejack replied in a dry tone.

Considering the way things worked in Equestria, the opportunity for a villainous monologue that would probably come from her question was too good an opportunity to pass up. “Sure!”

I took a moment to think, then brought both Rainbow and Pinkie out of their magically induced slumbers. After Rainbow had realized the situation they were in and stopped struggling against my magic, I lined her up with the others. “ Now tell me, how come I never see any of you or any pony ever eating grass?”

“GRASS?” Rarity cried in indignation. “I know you’re evil sir, but that’s just disgusting!”

“Yeah dude, that’s just…eww.”

“Them greens fer walkin, not chewin,” Applejack said, as if repeating some old sage advice.

“But…it…that doesn’t make any sense!” I exclaimed while sitting up in my chair. “You eat hay for crying out loud! I’ve seen cows and sheep eating the stuff, so…no, wait, two questions…not going to waste time on this. You find grass disgusting, I get it.” It made no sense, since I knew animals preferred fresh grass over hay if given a choice, but it might have been some cultural thing. “Okay, fine, second question…

“I’ve been here for over a week, and I haven’t seen Spike send a single letter to Princess Celestia,” I told them. “And I know I’ve given you guys and Twilight at least two revelations! But I haven’t seen Spike send a single smoke signal up to Canterlot!”

Rainbow Dash frowned at me. “What do you mean you’ve been here for over a week?”

Before I could respond, Pinkie Pie spoke up. “Yeah, the changelings took the place of all the guards from Canterlot,” she explained. “That one’s the Flashy doppelganger.”

“When the hay did this happen?” the pegasus demanded.

“We hijacked the train before it got here and replaced the guards before they even met Twilight,” I answered before realizing what was going on. “Look, that’s not important! I’m wondering why the hay Twilight or any of you haven’t been sending letters to Celestia!”

After the group shared a look of confusion with each other, they turned their heads back to me and asked with one voice, “Why?”

“BECAUSE THAT’S THE WHOLE REASON FOR YOU ALL AND TWILIGHT BEING HERE!” I yelled while waving my forelegs up in the air. “You don’t have the Elements anymore, so Celestia’s got no real reason to keep your bond intact! The day after you put the things back in the stupid tree, Twilight should have been shipped back to Canterlot for princess training or something if she‘s got nothing more to learn! And don’t give me some junk about all of you learning everything there is to know about this stuff, or I’d be looking at five alicorns right now! For that matter, how is the shut-in who’s only had about a year of social interaction risen to the state of princess based on her understanding of friendship, magic and harmony when she’s had next to no time at all to learn this junk? IT MAKES NO SENSE!”

As I panted in an attempt to get my breath back, Pinkie broke the wide-eyed silence of the other ponies. “Wow Flashy…you um, you feel really strongly about this, huh?”

“You have no idea Pinkie,” I deadpanned. “And don’t call me that! Flash Sentry’s over there.” To emphasize the point, I directed my hoof over to the captured pegasus.

Surprisingly, it was Fluttershy who spoke up. “Oh umm…well, Mr. Changeling Queen sir…we have a shared diary now,” she mumbled before explaining how it all worked. “That’s where we put down our epiphanies.”

I gave them all a deadpan expression. They had been downgraded from corresponding with divinity to…writing in a diary like a bunch of grade school children? “That’s stupid.” Not to mention they just ruined the one thing Spike could actually do with any competency. But, I wasn’t going to say that. The Alicorn Amulet may have made me a little more ballsy, but I was hardly a monster.

With our conversation apparently over, Equestria Timing started to kick in again, and I felt a tingle of magic before turning to the spot a second before Celestia appeared in the center of the town. When she appeared, I actually blinked at how she looked. She was wearing golden armor that looked very similar to the type her royal guard usually sported. It covered her hooves along with a good amount of her legs, her chest, and the helmet allowed even allowed her horn to come through. I was honestly surprised she showed up at all.


Just seeing sun butt’s presence got the adrenaline flowing, and I dispelled my cloud to land on all fours and gave her an evil grin. “Ohoh-ho! Celestia! I’ve been waiting for this!” I told her while gathering power from the amulet while focusing the magic I already had and preparing to go a few rounds for the fun of it. I needed to test my limits after all, and once I’d knocked the princess down a few pegs…

“Hey! We had a deal and Ah still have a question Ah get to ask,” Applejack yelled from behind me.

I paused, then let out a groan. Not taking my eyes off Celestia, I pulled the farm pony over in front of me. “Fine, just make it quick.” Deities had to keep our word after all, it was probably in some old rulebook on one of Twilight’s shelves.

Applejack frowned down at me and crossed her forelegs. “You been here a week watchin us, helped out a little on my farm, saved Twilight and yer…um…you know, with her,” she said before clearing her throat. “Now you slap on that necklace thing and show up causing a ruckus, puttin my brother in a dress, and talkin big…but Ah ain’t actually seen you hurt nopony...and I don’t think you will.”

“…this is why I don’t hang out with you,” I told the orange mare.

Although the vast majority of Equestria was a place that consisted of endless green, be it forests, hills, or just lots and lots of grass, there were a few patches of desolation in its usually unblemished landscape that the majority of living creatures avoided. One of these areas was a huge tract of dry land and red sand referred to as the Badlands. A range of little food and water, dotted with small mesas and the occasional cactus. Such a place was where the changelings made their home.

Five teleports through the wasteland, and I landed at the foot of plateau that housed the changeling hive with everything I needed. Dealing with Celestia had been…disappointing, but I supposed beating Rainbow Dash’s goddess into the ground would have wasted valuable time. Twilight needed me to move as fast as possible…if she was still alive that is.

The thought made me pause for a moment. “She wouldn’t actually do that, would she?” I mumbled.

“What is that I hear? Come now, tell me your fear.”

I didn’t bother to look back, and Zecora trotted up next to me before I started to lead my entourage into the lower entrance of the hive. “Twilight…I’m worried that Chrysalis may have already killed her.”

The zebra nodded. “A dark thought indeed, however, you should pay it no heed.”

Resisting the urge to snap the zebra’s neck for such a stupid suggestion, I bared my fangs at her and spoke. “If you’re telling me that Twilight’s life isn’t worth worrying about, yours will end right here.”

“Be assured, a mistake is what you heard,” Zecora quickly said while holding up her hooves in defense. “The meaning of my words, are something not so absurd. Worrying now will do no good, put your attention where you should.”

I turned back to talk along the hall until we came to the bottom floor of the hive. Zecora followed me in, and I signaled to the others to wait.

The bottom floor of the hive was a graveyard in every sense of the word. When our food eventually died from draining, age, or the occasional accident, it was tossed down to the bottom level. Pits of green gooey chitin, kept in liquid form with heat bubbled and cast the large cavern in an eerie light.

Behind me, Zecora gasped. “How can this be? These are not the bones of a pony!”

I didn’t bother looking up as I dipped my hooves in one of the green pools, then used magic to shape the gunk that came out with my hoof into protective footwear. “Yeah, surprised the hell out of me too when I saw them,” I told her before turning around to look at the elephant skeletons. “But, come on, a species called changelings only being able to turn into one type of creature? Where’s the sense in that?”

“Your words give me cause for rumination, but I’d much prefer an explanation,” Zecora rhymed.

“Well I do like to brag,” I admitted as my horn took a glob of the pool’s material with my telekinesis, then I began shaping into what I needed. “You remember when I said I was of the third hive? It’s not because there’s two other hives out there, or they got killed off somewhere earlier on in history, it’s because they ate everything that they looked like at the time.

“Back in the old days, the base form we had was something akin to a buffalo, until we nearly exterminated them. In fact, the hive thought they were all dead until we found a few around Appleloosa a few years ago. So the first hive ate buffalo and chased them south except for the one tribe that apparently went north towards Equestria, hunting and eating all we could find.”

Still in a malleable form, I brought the chitin closer and wrapped it around my body before making the final adjustments to form the extra layer of armor. For a moment I considered crafting a helmet, but discarded that idea. When it came down to it, the armor was mostly symbolic. The increase in my power had made my natural carapace much more resistant to damage, but when gods went to war, they needed to do it in style.

“We ate them all in fact, or captured them, I should say,” I corrected myself after a moment. “The problem is, all things eventually die, and we had to find another food source. While our prey does produce an artificial kind of love while it is entrapped, it kind of becomes hard for them to have children while floating alone in their little bubbles. So they just grow old and die without making replacements for themselves.

“But the changelings adaptive nature allows us to tweak certain things, and before the last of the buffalo in captivity died, we created a new type of changeling based off these big things,” I said while tapping the tusk of the dead elephant. "And once again, we infiltrated their herds, cut down their numbers one by one, and eventually got them all! Although there are some reported sightings of an elephant every now and then south of here…well a few dozen survivors isn’t going to save a species. They’ll be dead in five generations, maximum.

“So then we encountered the ponies! Creatures bred and living in a land of harmony! Something much more magically potent than the buffalo could ever be. The changelings snagged a few ponies, created a new queen based on Celestia and the cycle continues.

“The predator empire. I think that’s what we are, you see?” I asked rhetorically.

“Ponies, and I guess zebras are the herbivore society, while sheep, goats and cows don’t seem to have enough of a drive to exist as anything more than they are. Griffons are well…griffins, and dragons don’t really have a society beyond their tribe-flock things. Well, while you’ve also got the hydras, the manticores, and the chimeras that are content to just live in caves and shit, changelings actually build things. Then we grow our numbers and spread. We devour everything we can find, then move on to find a new thing to eat and begin the cycle over again.

“I’m hoping to change that. The mirror pool will provide an infinite food source, and the Everfree with its predators to help keep our numbers in check will make sure we don‘t go insane trying to fit into a society of peace and love by giving us an outlet by hunting the creatures that live there. Well, maybe fitting in is too harsh a word, but it's better than killing everything in a dozen centuries or so and getting replaced.

“But Chrysalis! The stupid fool wants to do things the way we’re supposed to. Take power, wipe out a species and move on like we’re this world’s version of natural selection. Makes me wonder what will happen when we’ve eaten everything,” I mumbled more to myself than my witch doctor accomplice.

For her part, Zecora nodded and was actually quiet for a moment before speaking. “An interesting solution to your problem indeed, but how to quell the changelings greed? To eat and breed is your only desire, there is no purpose you can claim as higher.”

I shrugged. “Yeah but I’m the only one laying the eggs, and we only have about two-thousand changelings awake at any one time, barring special emergencies. The rest stay in stasis to preserve the hive mind and keep the need for food down. Least until we want to invade a city or something.”

Zecora looked behind for a minute, then up above as I charged my teleportation spell. “Ten thousand await above? Their lips salivating for my love,” she said before the world disappeared.

As the light from my teleportation faded I found myself in the grand hall of the hive. Like everything else in the changeling home, the place was lit by glowing moss, and a few pits down into the basement allowed for the illumination to come up from the level below.

Like the floor below it, the area was one gigantic room, although the horn-crafted roof had been coated in a thick layer of chitin to allow it to still support the weight of the mesa that hid our home while giving the hive what served as a giant meeting place.

I was also greeted quite enthusiastically by my future minions.

“Die traitor!” about a dozen changelings that could talk screeched as one as they came at me.

I threw up a shield done and expended it with enough speed that the insects that crashed into it died like bugs on a windshield before I dispelled the magic and took potshots at several more changelings coming in from the holes in the ceiling above. As the bodies dropped, I looked around to get my bearings and find the fixed balcony that Chrysalis used on the extremely rare occasions when she gathered and spoke to her conscious subjects.

With my destination located, I teleported myself and Zecora up to the platform, then surrounded myself in a shield bubble before conjuring a tornado in the center of the great hall that sucked every changeling currently heading for the area into it at breakneck pace.

From my safe little perch, I watched as hundreds of the insects were sucked in, thrown around, and didn’t bat an eye when several of them ended up as splatter on the walls. After a good ten minutes, I dispelled the sucking hurricane, and looked at the several thousands changelings that lay about the room.

“Is that really all you can do?” I shouted to the mass of insects. “No wonder you were left behind, barely getting by on the scraps that Chrysalis left while she took all the changelings with half a brain up north and left you all here to rot! You can‘t even fight off a single intruder!”

I notched a changeling with a collar around his neck come forward from the mass. Judging by the fact it was actually speaking to me I guessed it was #619. “Hey now, that’s a little harsh. I spent a lot of magic getting here you know.”

“Awwww, is the whiney little bug hungry?” I asked before focusing my magic and releasing a blast to open a path to the floor below, then conjured some stairs. “Fine then, I’ll give you some takeout.”

Without even thinking about it, I put my hoof to my mouth and whistled. Then, after realizing that I was doing, I pulled it away and frowned. How the hell did I even do that? I asked myself while the sound of several hooves made their way up the stairs I had just created.

A second later, a zebra walked in.

“Ah here is a new room”

“Why does it feel we’ve come to our doom?” the second Zecora asked the first.

I watched as the hundreds of Zecoras made their way into the grate antechamber of the hive, all saying some stupid line that either rhymed with an earlier comment a different clone said, or they actually managed to speak two sentences; quite the feat for a mirror clone.

The changeling horde fell on them in an instant and I watched as several of the walking happy meals were drained of their essence while reminding myself of just how much of a genius I was to come up with such a plan.

I didn't feel bad for the stupid things as they walked to their deaths. The mirror pool clones were just that, a reflection of the pony that walked into the water at a certain point in time. They were nothing more than a copy of an instant. They couldn’t grow more beyond the few thoughts that dominated their mind when they were made, or feel anything else.

When Pinkie had used the pool, she had probably been thinking of all the fun she was going to have, so that was what all her clones had wanted to do. It was all they could do. Their brains couldn’t think beyond the scope of ‘let’s have fun’ and so, they ran amuck, not caring about anything else.

So if a pony who had a focused mind like Zecora used the pool while thinking about an old boyfriend, her family, or friends, then they were an easily edible meal for changelings.

A loud pop, like the sound of a balloon being punctured drew my attention out congratulating me on my own genius, and I looked down in time to see one of the zebras the changelings were feeding off of disappear in a loud flash of light. “What was that?” I mumbled to the real Zecora.

“It would seem that once the magic inside them is at an end, my clones disappear like dust in the wind.”

I nodded. “We can always make more.” All in all, it wasn’t that much of a problem, I had already planned to relocate to the Everfree anyway. They had a castle nobody was using these days and just leaving what was probably the most powerful magical artifact in the world unattended was just stupid.

“As long as you hold to what we agreed, your children will always be able to feed.”

I told the damn zebra in no uncertain terms that the hive wasn’t full of my kids and I had not laid a single egg, or would be any time soon, then looked back to the mass of changelings as they finished off the zebras.

With their food gone and still more mouths to feed, the changelings started to grumble and even fight amongst themselves when the number of striped equines started hitting the single digits. A few flew up to try and take the Zecora I had next to me, only to be turned to ash, which dissuaded any others from trying.

As more changelings flew into the room, increasing the volume of the bickering and amount of fighting, I cleared my throat and added the voice enhancing enchantment to get their attention.


Once that had gotten all the changelings attention, I turned down the volume and continued in disgust. “Is this all you are now? Filthy mongrels fighting over a few scraps?”

“Hey Chrysalis ordered us to-”

“DO NOTHING!” I shouted the changeling who I think was #6754 down. “Since she left, I have been the one giving the orders, I have been the one telling you where to go! It was my idea to infiltrate Canterlot! My idea to replace Twilight Sparkle’s royal guard! I was the one who told Chrysalis to go to the Crystal Empire. Through my efforts, we captured over two hundred pegasi from all over Equestria, young and stupid little things that were just heading out on their own, who would have gone unnoticed for weeks if not for Chrysalis becoming greedy taking a few extra on her way north! I was the one who devised the plan to bring Equestra to its knees, and when it finally starts to show fruit, SHE RUINS IT!”

Another changeling started to speak, and I cut him off. “What that you want to say? But she has the Crystal Empire now? We have the Crystal Heart? Big whoop! She has revealed us to our enemies for nothing but ice, snow, and a food source that will one day dwindle to nothing!

“Wait. Did I say us?” I asked. Although my amazing powers of public speaking were incredible, even they were not infinitely as infallible. But, I quickly recovered and even turned the slip to my advantage. “She and her chosen thousand feast while the rest of you sit here, so far away you can barely hear her orders. So far away, she can ignore you in favor of those close to her. You fools say you blindly follow Queen Chrysalis, when in fact she’s left you behind ages ago.”

Although I was too far away to make out any scents, the rumbling of thousands of changelings filled the hall. Down at the front of the floor, where my three other infiltrators stood, #619 looked up to me with the closest thing a changeling had to a snaky expression. “And what’re we supposed to do? Kill her?”

In response, I grinned at the little bug. “Precisely,” I mumbled before sending out a burst of magic to cause a drum beat in the surrounding cave before I jumped down to meet the greater mass of changelings that were still on the floor.

I know that your powers of retention

Are lacking with a skull empty inside

But when I speak, pay attention!

My words are a matter of pride!

I crept along and grabbed one of the mute bugs in my TK and dragged him along as I made my way around the large gathering in a prowling manner.

It’s clear from your vacant expressions

That the lights aren’t all on upstairs

But we’re talking queens and successions,

Even you can’t be caught unawares

A second later, the insect flew into the others, and I leaped over the mass, my wings assisted me in getting enough height and length before gently landing next to the three cronies that had been mine in Ponyville.

So prepare for the chance of a lifetime

Be prepared for sensational news!

A shining new era, is tiptoeing nearer

“But where do we feature?” #616 asked.

I turned back and smacked the changeling in the face for interrupting me. “Just listen to teacher.”

I know it sounds sordid

But you’ll be rewarded

When at last I am given my dues!

An injustice deliciously squared

Be prepared!

As I ascended back into the sky, #666 asked “Umm…prepared for what?”

“For the death of the queen!” I told it.

“Why, is she sick?” the changeling asked.

The idiocy of #666 made me growl and I snatched him up to talk to him face to face. “No you idiot, I’m going to kill her,” I told him before throwing the cretin back down to the floor.

#666 and #619 shared a confused look for a moment before #619 looked back to me. “But then, who’ll be the queen?”

“There will be a king!” I yelled back at them. I was putting a stop this this gender confusion before it could get any worse.

“Ummm, who’s that?” the beast asked, now completely confused.

“You idiots,” I yelled before my wings too me higher into the air and I slowly rose towards the platform where Zecora waited.


Landing on dais that was attached to the wall, I spread my arms out and addressed the mob as more and more changelings came into the chamber. “JOIN WITH ME, AND YOU’LL NEVER KNOW HUNGER AGAIN!” I shouted before demolishing a good amount of the floor below us so the insects could march down and prepare for war.

As thefirstt lines began to form and goose-step in motion towards the lower level where the chitin pools awaited, the changelings floating in the air let out a cheer before the changelings on the ground took up the song. “LONG LIVE THE KING! LONG LIVE THE KING!”

It’s great that we'll soon be connected

To a king that we’ve oh so adored!

“Of course quid pro quo, you’re expected, to take certain duties on board,” Zecora reminded me from behind.

I grinned and watched as my minions began equipping themselves and prepared a spell.

The future is littered with prizes

To curb problems that may come to be

A point that I must emphasize is...

I teleported down to the pools and overtook the green glow wit that of the magic from my amulet, turning the area red as I stomped the ground with a magically charged blow that shook the room and got everything’s attention.


So be prepared for the coup of the century!

Be prepared for my glorious scheme

Still wrapped in my amulets power, I began to slowly rise up into the air while continuing to proclaim my glory to the masses.

Meticulous planning

Tenacity Spanning

Unwanted revile

It’s simply why I’ll

Be king undisputed

Respected, saluted


So with my teeth and ambitions lay bare


Ten minutes after my little song and dance number ended, I watched my army prepare for war as I sat upon a newly conjured throne. “Well, that went rather…well,” I said, a little disappointed in my inability to say anything really eloquent. When I didn’t hear the zebra make any stupid comments, I looked over to her with a frown. “Zecora?”

“Apologies future king, my mind is a little disturbed,” she mumbled with a frown. “When I saw your army marching, I became somewhat perturbed. However, now matter how hard I try, I can not fathom the reason why.”

“Hmmm…weird,” I mumbled. I knew the imagery in the Lion King movie of the hyenas marching in goose-step was meant to drum up Nazi imagery, and it did kind of fit with the changeling’s position of a superior species wiping out the lesser ones.

I frowned for a moment at the thought, then looked down to the Alicorn Amulet around my neck. Nah, it’s probably nothing… I was much too smart and powerful to be affected by the amulet’s corrupting influence.

Author's Note:

and of course here's a link to the video

What? You thought the plot twist of the main character talking to Zecora this whole time was just a last second plot twist? I had planned to put this song in at the begging what with the similarities between the three changelings and the hyenas, Zecora's presence and how the hive was explained, although talking too soon about the 1st two hives and how one was made of elephants would have been a bit too much foreshadowing in my opinion

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