• 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 12

Chapter 12: I Become an Overlord of Evil Insects

Laying on the cold ground in the snow, I realized that having a conscience without the balls to do what it wanted all the time sucked worse than a high-powered vacuum cleaner. With neither, I probably would have been the second in command of a changeling dominated planet, probably taking Luna’s place as the boss of the moon and owning a nice little harem of six certain mares to satisfy me morning, noon and night. With both, I would have probably been the big hero of Equestria taking down Chrysalis with some plan that made me out to be either totally awesome, or kept all the ponies in the dark while I continued to fulfill some background role and not get a target painted on my back. As it stood, I had barely managed to get my act together in time to pull a victory out of my ass.

With everything over, I was quickly given a reminder that I wasn't in much better condition than the corpse laying next to me. Moving so quickly after healing my body was like a martial artist trying to break bricks ten seconds after the doctor had taken off the cast. The wounds I had stitched closed had torn open again, while the glue holding my internal bones together had come undone, leaving me in an even worse shape than before.

Then Celestia came to stand over me and frowned. From my position on the ground, she looked even more imposing than the first time I had saw her in Ponyville, where before there had been an over-sized horse, now stood a massive giant with pillars for legs. “Are you alright?” she asked gently.

I quickly gave a snappy comment that made sun butt look like the idiot she was for asking such a stupid question and I hadn't been thinking she was just about to smash my head in with her golden horseshoe armored feet. It’s sounded something like, “Uggggghhhhmmmgh.”

“I’ll take that as a no,” she said with a smile before her horn lit up and some of the feeling in my body returned. Unfortunately, most of that feeling was pain and several burning sensations.

“I’m still waiting for an explanation beyond ‘Twilight you friend is in danger and we need to go help her’,” Cadence said as the pain started to dissipate and I found it easier to breath.

I really wish these ponies would make up their minds about my gender. As long as they settled on male, I mean. Being thought of as a girl was really starting to get to me. At least Pinkie and the others had managed to get things right.

Celestia chuckled as she continued to look me over, going so far as to pick me up in her magic to turn me around and look at what passed for my mangled chest, where the Alicorn Amulet had once been. She didn’t bother hiding the look of…disgust at the wound. I didn't blame her. What passed for actual skin among changelings was not meant to be exposed to the air. It was more like a thin cover to keep our organs from spilling out.

“Well, considering how Luna reacted…I think it’s best to hear it straight from the horse’s mouth,” Celestia said as she continued to patch me up.


The moon shone bright on the crystal kingdom at night as I sat on the palace's largest balcony with the royalty of Equestria. Although to be honest, I was laying down on the ground as Celestia did her best to repair the extensive amount of damage that Mom had done to my body. Thanks to my breathing difficulties, the third explanation (or halfway bullshit story) I had given about why I was a changeling, yet not obsessed with draining the life out of ponies based on their emotional state had taken the entirety of the trip back to the city. The reactions to me finishing my tale were...mixed.

“I see you’ve learned to curb your lashing tongue this time around,” Celestia commented as I finished telling Twilight I was some inter-dimensional traveler.

“Hey, I put the blame for all that on the amulet,” I replied a little too defensively for my taste when it came to the princess. She had saved my life and all, but I still didn’t like her all that much. “And what is the deal with that thing, anyway? I would have thought some ancient artifact would have had more kick to it.”

Celestia looked at me for a moment before she sighed and shook her head. “I wouldn’t call that thing ancient, being only three hundred years old,” the princess told me before moving on with a quick explanation. “One of my former students who was risen to princess-hood crafted the artifact when she was approaching the end of her life. She had been hoping to give Equestria the means to protect itself because Luna was still gone, and I would have been left alone again. It gave a unicorn the power of an alicorn, but…well, they say power corrupts, and there is your proof.”

The explanation of the amulet’s origins made me frown. “Are you saying you let me run off and fight something that took down a love filled changeling queen, two alicorns and a unicorn of Shining Armor’s caliber with only the power of a single ascended alicorn?”

“You teleported away from Ponyville before I could say anything,” Celestia reminded me.

Before I could counter that with the point she was supposed to be some all-knowing god empress of pony-kind and should have predicted that, Twilight slammed her hooves on the ground. The action brought an end to our conversation, and all of our attention turned to the youngest princess. “AM I THE ONLY ONE JUST A LITTLE DISTURBED BY THE FACT THERE ARE MILLIONS OF THESE HUMAN CREATURES WATCHING EVERY MINUTE OF OUR LIVES?”

Wait, she doesn’t know what a human is? I asked myself. Although…I didn’t remember Twilight asking that ‘what am I’ question to any of the counterparts of her friends when she went through that mirror. So, her not knowing what a human was without the information to connect the word to her experience kind of made sense.

“Because such a thing is so unknown to princesses with our own subjects,” Cadence told her sarcastically with a smirk.

“We for one welcome the adulation and promise to live up to the title of Best Princess,” Luna commented while seeming to stand a little taller before she looked away to grumble. “Besides, considering all the plays that depict me as some foal-eating monster for the past thousand years, it’s good to see something is telling things like they are.”

“Please stop rubbing it in Luna, I know how you feel now, okay?” Celestia told her sister before turning to Twilight. “And Queen Fairy said they can only observe events of historical or personal importance. If anything, Fairy has been watching you more these past two weeks than he has before. Correct Fairy?”

Fuck you too Celestia, I thought as the sun princess used my new nickname so many times. But she had managed to calm Twilight down, so I didn’t actually say it out loud. “Yes Tia, if you were combine all the observation in the past year, I doubt it would total more than forty-eight hours. Not to mention there’s a hell of a lot missing, I didn’t even think you ponies had premarital sex before Twilight zapped me into her bedroom and-”

“OKAY MOVING ON!” Twilight shouted before shooting me an angry glare while her cheeks glowed red while Cadence frowned in confusion at me.

“Why would two ponies wait until marriage to express their deepest love for each other?”

I wisely shut my mouth, and looked over to the sisters. There was no way I was going to talk about sex for fun in front of Cadence, she might have actually killed me for it. “And what was the deal with dropping a meteorite on me?”

Luna smirked. “With so many observers, We had to make an entrance worthy of-”

Celestia cut her sister off. “My idea was to make Chrysalis drop her anti-teleportation field so she would escape the impact, then come down to rescue you before it hit. Shining Armor was left back in the city to protect it from the damage. I didn’t expect Chrysalis to simply…remove the threat the way she did. I am not some all knowing ruler that can see how everything will play out before it even begins,” she said with a smarmy smirk as she looked at me.

I had to wonder how long it took immortal beings to let something go. You make one little comment about how opinions of Celestia swig between all-knowing sun tyrant who puts her subjects in danger on a whim, or incompetent ruler who can’t take care of her own dirty laundry, and she goes on about it for the rest of time. “Why did you bother saving me at all anyway? The plan was for Tia and Lu-na,” I said, catching myself before I went with Lulu, “to get the ponies out, not…chase me down and…put yourselves at risk.”

That question confused the hell out of the alicorns. Even Celestia was unable to stop from scrunching up her face in puzzlement. “Why wouldn’t we?” she asked. “Chrysalis would have killed you otherwise.”

Right…ponies, I told myself. Apparently, letting all their troubles just disappear in a giant explosion caused by dropping a rock on me from orbit and letting the ensuing explosion wipe out a dangerous race of monsters wasn‘t in their playbook, but never abandoning even a sort-of ally was. I was never going to get use to their lack of cynicism. “And how come you’re not screaming my head off?” I asked Twilight. “I’m empathic, so I know you’re angry. I can feel it."

“Trust me, I’ll have plenty to say to you when your bones are healed,” Twilight grumbled before she looked down at the ground and let out a sigh. “Right now I’m just glad you’re alive.”

“But…I lied to you…about who I was, what I was, everything!” I replied.

Twilight took a deep breath, and I could practically feel the anger churning inside of her as she let it out. “Yes…and I am very upset with you about that,” she told me with gritted teeth. “But…” She paused and looked over to the other three alicorns. “Could we have some privacy?”

“Oh, there is no way I am missing your first fight with your colt-slash-fillyfriend Twilight,” Cadence told her with an almost childish glee.

Luna cleared her throat and looked away. “Apologies, but We believe that this historic event would detract from Our audience and wish to give them the best of shows,” the newly made reality TV star explained.

“Watched you from the very first day, remember?” Celestia reminded her with a small smile. “I really don’t see why you’d have a problem with it now.”

The three alicorns got a glare from Twilight in turn, then she spun around and headed inside the palace. “Never mind, I’m going to bed,” she said before looking back at me with a glare. “When you wake up tomorrow, expect one hay of a lecture.”

Celestia sighed as Twilight started to depart and called out to her in a slightly cheerier than usual tone. “If it helps, try to think of it like a play!”

“Or a magical biography!” Cadence suggested.

After the door slammed shut from Twilight’s magic, I looked over to Celestia. “Look, I know rescuing me wasn’t part of the deal…but…I’m not going back on what we agreed to.” With Twilight safe, I needed Celestia to uphold our deal or...well, to be honest, I would have to move back to the Badlands; red wastes where the changelings made their home at the moment. Even then, I'd have to scratch out a meager existence for the tribe, hunting buffalo and whatever other sapient creatures we could find other than ponies.

Celestia’s face was stoic once again when she looked back to me. The alicorn raised an eyebrow as she spoke. “Do you honestly believe that I shall break my vow? My actions may have been hidden from your view, but I thought there would have at least been enough talk about me to know I am a mare of my word,” she told me with a half- smile. “You shall be given stewardship of the Everfree Forest and its surrounding areas until Princess Twilight Sparkle is agrees to take on full royal responsibilities, even if that day should never come to pass.”

The last bit of words surprised me a little. That stipulation hadn’t been said outright when we had worked things out in Ponyville, but she had figured it out. Ruin all my fun why don’t you. I tried to give the pony an unnerving smile, but it didn’t seem to have any effect. “What, got me all figured out now, do you?”

“Please, I had you figured out ten minutes into our conversation in Ponyville,” Celestia told me before I was wrapped in her telekinesis again and brought down the hall behind her. “If anything, I have to wonder why changelings aren’t more like you…or ponies in general, I suppose.”

Since I didn’t have anything better to do, I figured I might as well answer her. “Well, after living as one for seven weeks, I can probably give you some insight on that one Tia,” I told her. “Changelings aren’t born evil or anything like that, but the second we fall asleep, the hive mind gives us several bit of information like: ponies are food, water is wet, fire is hot, changelings are better than everything else, and how to work stuff like magic as well as fly and perform certain other tasks to fake a talent when we need to later on in life, but it’s the absolute information that is always the first thing we need to know. The thing is, it’s presented as one-hundred-percent factual information, and without anything to contradict it like what I had, it becomes a changeling's philosophical truth.

“Then there’s other things that reinforce darker behaviors, like our empathic abilities. We kind of…smell the emotions of others, and they cause a sensation within us as well. Things like fear and pain actually give off a pleasant aroma, conditioning young changelings to cause such emotions in others and enjoy doing it. Then there’s our lifestyle. Food restrictions limit our numbers to several hibernating drones that don’t have the ability to speak and barely think for themselves, and around twenty-five-hundred changelings that can think and speak when they need to. But to insure that none of them grow too lazy and insure the hive remains strong, Chrysalis kept breeding changelings. Still a limited food supply means we had to limit numbers to ten-thousand, meaning every day was a fight for survival. Unless you could gain enough knowledge or strength to pull ahead of the herd, that is.” The commander type changelings that were able to get a lion’s share of food for awhile thanks to their intelligence and build up energy reserves had to work to keep their position a little less thanks to that fact.

Instead of being unnerved like I thought she’d be, Celestia wore a downcast expression. “It pains me to hear that you had to go through such an existence…and I’m even more sorry to be thankful for it,” she admitted after a moment. The goddess looked up and gave me a sympathetic smile. “I hate to think what would have happened if a real changeling princess would have come to Ponyville that day instead of you.”

For a minute I thought about telling her it probably would have ended with Twilight easily seeing through the creatures disguise and never come to this, but…what the hell did they have to know something like that for? I had no desire to tell Tia convincing the pegasi to practically rebel against the Empire was my idea.

I was also a little miffed about being called princess by something I couldn't just smack down. “…You know I’m a guy Tia,” I grumbled at the annoying alicorn without much in the way of anger behind it. Stupid overly gentle ponies and their fluffy natures. “The title is prince.”

Celestia let out a tiny laugh as we came into what I assumed was the guest bedroom I’d be staying in and put me in the bed. “Prince’s don’t lay eggs my dear Fairy,” she said with a smirk. “Good night my friend. Get some rest, I think Twilight will have quite the rant for you come sunrise.”

I should have went with her other nickname instead when we were back in Ponyville, I told myself before closing my eyes and entering the hive mind. After putting most of the changelings in the Crystal Empire into hibernation upon my return, I knew it was going to be one headache of a night.


I awoke a few minutes before sunrise the next morning to the sound of loud pacing outside my door. After it didn’t go away once five minutes had passed, and seemed to only grow more frantic, I made the mistake of calling out to whomever was in the hall to knock it off. Then Twilight stuck her head in my room and frowned at me.

She held her expression for a few seconds, then it became a little more neutral. “Sorry,” she told me. “But um…if you’re awake, can I talk to you now?”

Might as well get this over with, I told myself. “Okay, come on in.”

The alicorn walked into the room, then sat on her haunches. “I,” she paused and took a deep breath. “I’ve been thinking and…I…well…how much do you know about me?”

I frowned. That…was not the way I had expected this to start. “Um…enough, I guess. Why?” I asked tentatively.

“Because I can’t form a proper conclusion without proper data,” the alicorn told me before a notepad floated out from where she had tucked it under her wing when I hadn't been able to see it. She had a quill too, and ink as well. “So…just tell me everything you’ve seen. Of me and my friends I mean.”

A second later, her eyes widened for a moment. “Not anything super personal! Unless…well, it’s me, that much I need to know, but…”

I couldn’t repress the tiny laugh, and my ribs made me regret it. Still, I was able to raise a hoof. “Okay, I get it Twilight. “Well, umm…everything…that’s going to take some time,” I mumbled. Still, I took a deep breath, and began. I told her about how it all started with the first episode, and went from there. Surprisingly, it didn’t take nearly as long as I figured it would, and what ate up the most time was having to answer Twilight’s questions about certain events I had no idea about, like the time she apparently turned the whole town upside down with one of her experiments, or something called a Summer Wrap-Up Festival.

Hell, an offhand comment about Nightmare Rarity from the purple princess had me gasping and demanding more details on that incident and the whole affair became a trade of information on what I knew and what I’d apparently missed. On the other hand, some of Twilight’s questions made me a little disturbed in how she thought I had been able to look into their minds or something. By the time it was over, I had realized the bronies had gotten jipped out of the cool adventures, and Twilight was looking...rather annoyed.

“So, me becoming a princess, the Smarty Pants incident, the Elements,” Twilight mumbled before she looked over to me with a frown. It wasn’t angry this time, but one I had seen on her plenty of times in the past week, the frown of a pony trying to figure something out.

As for me, I was sitting up in my bed, with my back resting against the headboard to prop me up, feeling more like a human than I had in a long time thanks to the similar position offered by the Lyra-style way of doing things.

The sun was already well into the sky despite it being only fifteen minutes past sunrise, a fact of Equestria I would never get used to, and I had spent every second explaining the basics of what I remembered from FiM.

When that was done, simply watched while Twilight had paced back and forth from my place in the bed while she finished going over an incident list she had brought with her, checking off various things. Although since she only made one check on a few pages, it was obvious what she considered important events didn’t correspond to everything I knew. The again, for all knew, her boring experiments counted as events, and no kid would ever watch something like that!

What disturbed me even more than my missing Ponyville events though, was her physical state. Twilight’s mane was frazzled, her eyes were a bit bloodshot, and her whole body had the jitters. It wasn’t quite Lesson Zero bad, but…I made a mental note to keep her away from any stuffed dolls for the next few hours.

Everything stressful in my room aside, the sight outside the window also had me a little edgy. With the return of the Crystal Heart and the freedom of the crystal ponies, the weather shield had been put back in place last night, banishing the winter weather and restoring the Crystal Empire’s permanent Spring. But, sometime when I was talking with Twilight, a purple energy dome had surrounded the city, and I couldn’t understand why.

Twilight had only taken one look out the window and gone ‘Oh yeah, that makes sense’ before going back to her notes for another ten minutes. When the alicorn finally stopped walking around and started trying to glare a hole in the notepad in front of her, I decided to risk setting myself in the cross-hairs. “Twilight, what’s wrong?”

“Wrong?" mildly perturbed. "You were supposed to know me as well as some of my friends, some of my deepest, darkest secrets! I spent the entire night awake, afraid you had a window into my soul or something! But no! You don’t know anything more than somepony who collected the Ponyville Gazette gossip column for the past year!”

I sighed and shook my head. “I told you, that’s not how it works,” I lied. Of course there was no way I was going to tell her the truth. Hell, I wasn’t even sure what that was anymore. “Only two…episodes had it where there was snow on the ground, and one of them involved Winter Wrap Up! So unless Equestria just shuts down for Winter, or the season only lasts five seconds, I’m pretty sure there’s a lot of stuff you’ve done that that I’ve never seen.” Then there was the inconsistency of Fall Weather Friends coming AFTER Winter Wrap Up, but I wasn’t even going to try and sort that chronological problem out. My head would either explode, or I’d come to a dark conclusion that I didn’t like and go crazy.

The thoughts made me shake my head. After a week of being able to think clearly without thousands of voices whispering into my dreams, or encounters with what should have been fictional characters even in Equestria, I was really starting to give up on the whole ‘this is all a dream/delusion’ thing and just roll with it. After all, I had suffered way too much pain for this all to be some kind of hallucination the other night.

“Then if its not so bad, maybe you should get some sleep,” I suggested to the ragged mare.

Twilight went back to glaring at me. Having the purple princess mad at me hurt like crazy, but it was better than her freaking out about nothing. I knew how all this was going to end anyway. Still, knowing what was coming didn’t help me deal with it any better. The fact I knew I deserved it did though.

“Not until I figure this out!” Twilight shouted.

“What this?”

“US!”

I took in another breath, and swallowed my feelings. Thankfully, changeling’s couldn’t cry unless we were in pony form and had near perfect control of our voices. “Fine, let me help you,” I said, then kept going before she could tell me to stop. “I lied to you and your friends. I betrayed your trust when I didn’t warn you about Chrysalis. I was cruel and selfish when I accepted your kisses and affections, knowing that what we had couldn’t last…knowing a day would come when it would crush your happiness Twilight, and I still did it. I’m surprised you're even taking this long to make up your mind. Just dump me and get it over with. We both know you’re way too good for me.”

As I finished my quick rant, I sucked in breath, and let it out just as quickly. That hadn't been as painful as I thought it was going to be. But then, knowing something is coming always did help me prepare for it mentally. I was one of those kids in the doctors office that was better with seeing the needle.

The alicorn looked at me across the bed with unshed tears in her eyes. “I-Is that what you want?” she asked between breaths. I didn’t need to empathic senses to tell me she was in pain.

Anger bubbled inside of me. Why in the hell did she have to make this so hard? “It’s not about what I want, it’s about what you deserve!” I nearly shouted. When Twilight flinched like I had just smacked her, I looked away from the alicorn. “Sorry.”

It was almost three minutes before she spoke. “What I can’t understand is…why?”

I sighed and shook my downfallen head. “Twilight, I just said-”

“No! Why did you save me from Chrysalis!” she nearly shouted. “The pyramid, I understand. With your abilities, I doubt you were in any real danger…but…you almost died! You…the changelings had won! A few days in one of those cocoons, and you could have just-just mind controlled me however you wanted!”

That actually got me to look up at her, and a bit of anger gave me courage. “I’m a coward, not evil Twilight! I’d never do something like that to you or any…pony,” I mumbled, remembering my ponyism at the last second.

Her eyes widened for a minute, then she looked away a second before I could apologize. “Sorry.”

“No, I'm the one who should apologize,” Twilight replied. “I know you’d have never done something like that, it’s just…you started saying all those things, and it made me so angry. And…did you ever really love me?”

The question stopped me in my tracks. It wasn’t because I didn’t know the answer. However much I might have wanted to deny it. It was because the answer was the wrong thing to tell her. But I couldn’t stop myself from saying it. I couldn't lie to her about this. “Yes,” I told her in a whisper…although it seemed Twilight heard it just find when she sucked in her breath and looked up at me with hopeful eyes.

Before Twilight could say or even think something that could potentially wreck her life, I kept going. “But sometimes love isn’t enough!”

Then, one of those damn alicorn’s decided to come trotting in with a tray of food with an assortment of strange crystal vegetables and fruits floating behind her left side. There was also a giant heart made out of crystal that matched her tramp stamp on her right. Cadence took one look around and shook her head before putting the try of food down on a table next to Twilight, before turning to glare at me. “Are all hugh-manes as stupid as you?” she asked with a frown.

I frowned and opened my mouth to try and correct her, but Twilight spoke first. “Cadence? What’re you doing here?” she asked, a look of complete befuddlement written across her face.

The pink alicorn sighed and shook her head. “When you didn’t come for breakfast, I thought you might be in your room…thinking about things,” she said in a way even I could tell thanking was a stand-in for ’freaking out’ before looking over to me with a frown. “Although to be honest, I’m not sure this is much better.”

“Maybe you should mind your own business,” I mumbled. I hated it when people got involved with my social life. What was it with married people and them trying to make everyone as miserable as they were anyway?

The strength of the glare Cadence gave me wondered if she could use the Stare, and I found myself gulping as the ferocious pink Alicorn of Love nearly got nose to nose with me. “Love is my business!” she said before throwing out a hoof towards Twilight. “My family is my business!” Then she practically threw the crystal heart to the space it came to rest above my bed after saying, “and love is always enough! It is the most powerful force in Equestria! With it you can overcome anything! Hay! You’re a changeling! Love is quite literally all you need!”

Despite the terrifying look the pretty pink pony princess was giving me, I could only stare at her dumbfound. Those words… Those stupid, inane…silly words… I couldn’t help but crack a smile.

Then came a chuckle.

“Heh.”

And another.

Hehe…”

And yet another before it erupted into a small bout of laughter. While Twilight and Cadence just tilted their heads and stared at me like I had gone crazy.

“Hehehe hahaha-oah ow!”

…and of course the pain that followed put the worry back on Twilight’s face. “Flash!”

I groaned in emotional agony. “Twilight…you know that’s not my name,” I mumbled while Cadence’s horn lit up in what I could feel to be some kind of probing spell.

The purple alicorn cleared her throat and looked away. “Sorry,” she said. “Although it’s pretty obvious you hate your real one.”

“Yeah, but it technically fits,” I grumbled, getting odd looks from both the ponies. Looks like it was time for another 15% BS explanation. “Changelings do fit the definition of what a fairy is…if one of the nastier versions of them. Where I come from, they’re thought of monster that shows up and take the place of a foal for various reasons. Although I suppose Equestrian changelings could also be considered a parallel to a modern succubus, another type of fae that can take the form of another creature and feeds off the life force of those close to whomever it replaced.”

Cadence let out a ‘humph’. “If creatures like changelings are so common where you come from, no wonder you left,” she mumbled. “And just what was with that laughter earlier?”

I had to repress another chuckle. “Sorry, it’s just…that love stuff you’re spouting it…well it sounds unbelievably corny,” I apologized. “I think if you kept going I think you’d have kept going with lines like ‘you can never defeat the power of love’ and ‘love is the most powerful force in the universe’ or…well, okay that’s all I got.” Cadence had already used the love is all you need line and I couldn't think of any others off the top of my head.

Apparently the Alicorn of Love didn’t like me saying such things about her little deific portfolio, because her friendly curiosity turned right back into scorn. “That’s because you can’t, and it is,” she said before her expression softened into one filled with pity after she frowned at me for a good ten seconds. “But you really don’t believe that, don’t you? How could you not possibly believe something like that?”

Cadence stared at me with wide eyes and her mouth slightly, slowly turning her head without taking her eyes off me, as if I were some kind of horrible car accident or something that she couldn’t look at directly. Then, she looked over to Twilight, who had been struck silent since I talked about fairy lore. To be honest, I half-expected the purple alicorn to start asking about other realms or something, meaning I’d have to be lying through my teeth for the next ten years just to get out all the myths and legends I knew in order to satisfy her. But, she just stood there was a strange look in her eyes. If anything, I would have had to of called it…empty.

“Okay then, why not?”

I blinked and looked back to Cadence. “What?”

“If you love my little sister, then tell me, why do you think my can’t be together with her?” Cadence demanded.

The alicorn’s glare held me stiff, and a found myself answering after I let out a breath that I didn’t know I was holding. “Okay…for starters, she’s a pony, and I’m a changeling. Even though we have an emotional connection, we’re physically incompatible. Even if I made myself look like a normal pony, we couldn’t have children. I mean, foals. We can smile at each other all we want but she can’t build a family-”

“A-Actually,” Twilight spoke up, cutting me off, “Alicorns are sterile. I couldn’t have foals with anypony if I wanted to.”

Her words floored me, and I could only think to myself for a second before Cadence kept going. Twilight and Cadence can’t have kids? But what about their family line?

“You can adopt, next problem!”

I gulped. “Umm…I…like I said, as things are, we’re physically incompatible…I mean, I could…use my mouth to…you know…have sex with her that way…but…”

“You’re a shape shifter!” Cadence exclaimed as her frowned deepened and she somehow seemed to tower over me without even moving. “Meaning that Twilight can have sex with any stallion or mare she wants! You didn’t seem to have a problem with it when you were bucking her three times a day in the body of a pegasus on our way to the Crystal Empire! Next problem!”

Part of me winced at the ‘or mare’ part of Cadence’s…solution. I hated to think about it, admit it, or even halfway consider the possibility but…I was just a little…tiny bit curious to know to know what it would have been like as a girl. With another girl! Just once! OUT OF CURIOSITY!

I had been living with Twilight after all…for Science!..and all that other crap.

That was the only reason.

As my mind settled back onto the moment, I tried to think of something else to apprise the angry alicorn, or make the purple one see sense. But…I just couldn’t think of anything.

So I did the cowardly thing and put it all on Twilight’s shoulders. “And when it really comes down to it,” I said before taking in a breath. “I know Twilight would be happier without me.”

“No…I wouldn’t,” she said, making me look up at the mare, “I…I’ve had so long to think about it and…these past few days…well, the ones where I haven’t been captured by a changeling queen, fighting for my life, or thinking you were dead…I was happy. And if you honestly think I’d be better off without you…then you have got to be the stupidest pony in all of Equestria!”

The pink alicorn let out a sigh and shook her head. “All I came here was to give you breakfast,” she mumbled before offering me the heart. “Here, its been partly filled, but just take as much as you need to get back on your hooves. I need to get it back to its proper place before Shining runs out of energy. Crystal crops can survive the cold well enough, but not if the temperature keeps shifting back and forth in the blink of an eye."

Guess that explains the force field, I thought to myself as I looked out the window at the purple dome of energy covering the empire and keeping out the cold.

With a sigh, I leaned forward and drew on the magic of the Crystal Heart. It wasn’t the best love I had tasted, but the energy that came along with it did go a long way to restoring my power. After reaching about 20% of what I’d had in my first confrontation with Chrysalis, I drew myself back. Too much love would have put me in a stupor, and I still needed to talk to Twilight.

Cadence trotted towards the door and took one last look at us before leaving. “I do not know how things work where you come from, but here, we do not run from our hearts desire because of foolish notions of guilt. Just like you decide who is worthy of your heart, Twilight is the one who decides who is worthy of hers.”

And with that, she left.

And also left me wondering just how long she had been standing outside my door. Damn snoopy alicorns.

But I couldn’t deny that she had a point, a ton of points in fact. Still…well… The thought of being together with Twilight after all I had done… It just didn’t sit well with me. The guilt ate at my stomach. Just hearing it from a pink pony of love was one thing, accepting it was another. “Twilight…”

“I want to stay with you.”

The statement made me look up at her with wide eyes.

“Now, what do you want to do?” she asked with a steady gaze.

I took in a deep breath, and swallowed. I did, but… But what?

The guilt of what I had done was still with me, but… “Why don’t you hate me for what I did?” I asked in a whisper.

“If you really have to ask me that, then I’m wondering how much attention you paid to me the past year,” she told me before walking up and smiling at me. “Now, your turn to answer a question. Do you want to stay together?”

I took in another deep breath and gulped down the saliva forming in my throat. Did I want to stay with Twilight? Was that the cause of my reluctance? I reminded myself that first and foremost, I was a Rainbow Dash fan, but… For some reason, I just couldn’t picture myself breaking Twilight’s heart…or getting into a relationship with…well… any other mare for that matter.

Half a dozen mental images of attempted romances faded from my mind, and I rolled my eyes at my thoughts. How long ago was it that I had been telling myself that I wouldn’t be getting together with a pony? A week?

Well, I suppose my thoughts still ran along those lines. I certainly didn’t think any of them were super hot, or sexy or anything, but…

I shook my head to help clear my thoughts, then looked back over to Twilight and smiled. “Yes,” I told her with a smile. “I do want to be with you Twilight.”

The mare smiled back then propped herself up on the bed and leaned in for a kiss. Two seconds after our lips met, Twilight’s eyes widened and she pulled away, spitting as if she had tasted pure ass. “Belch! Yeah…okay, we really need to find you a pony to copy. No wonder Rainbow hated it when you kissed her. Ugh!”

I let out a groan and sunk low into the bed. “Gee thanks for the ego boost Twilight,” I grumbled.

After a good thirty seconds of spitting the taste of me out of her mouth, the alicorn looked back up with a raised eyebrow. “By the way…just what is a human?”

"Well...you remember how Sunset Shimmer looked on the other side of the mirror?"

Neither of us got much rest after that.


So it's been three days since the princesses left the Crystal Empire, and things have gone back to normal across Equestria as Cadence was able to start broadcasting love in the Crystal Empire. The whole Pegasus Union ended up dismantling itself with the exception of its Canterlot branch, which I had nothing to do with. But that turned out to be a good thing in the end, as Celestia actually found herself agreeing with their position and hiring five pegasi to handle the weather above the capital. Apparently, the only places that get ton of flying ponies are farming communities that actually need the rain…go figure.

As for the changeling infiltrators, I had them reveal themselves and release their hostages. Ironically, the Celestia decided to keep the changeling adviser. He had been more agreeable than her old one, and it allowed the two of us a semi-direct connection in case of emergencies. The rest of the nobility that we had replaced made a fuss for a few days, but were mostly ignored over the cheers of Celestia defeating the changeling menace.

Officially, the changelings surrendered to Equestrian rule in an agreement between me and Celestia in which I agreed to have the Badlands where the Changelings currently held sway to be annexed back into Equestria in return for land and a title of nobility, making me the Lady Regent of the Everfree Forest and Steward of the territory until Princess Twilight Sparkle decides to take the throne. I’m not holding my breath.

As for the rest of the Mane Six aka the Element Bearers, I managed to get back into their lukewarm graces after a groveling apology that had most of them rolling their eyes before accepting it with an favor or two thrown in. Rainbow Dash took a little extra work but…well, let’s just say if there’s trouble in town between the months of August and September, then don’t ask the pony with the rainbow mane who’s out bucking clouds. The real hero's probably off napping.

Although I’ve taken ownership of the Everfree, I probably wont be moving there for a month. At least, that’s how long Twilight said it will take for some fifteen hundred changelings to repair the castle thanks in part to magic, so I’m crashing at the library. We’re also adding on space to my new home in the forest to make room for the some eight thousand other changelings that need to go back into hibernation, but until then they’re staying at the old hive. As per our separate deal, Zecora has nearly a dozen changelings to fetch herbs for her and accompany the zebra on her trips through the woods, and a good five hundred bugs guard the mirror pool where our food is manufactured.

Thankfully, we managed to get rid of the Twilight Guard. Apparently, failing to do their job before it even started and letting an enemy get close to the princess for two weeks didn’t look good on the whole job performance record. Of course there was also the fact that its entire creation was due to changeling manipulation, but Tia is wanting to sweep that little fact that I controlled her kingdom from the shadows if only for an instant under the rug.

But, maybe I’m being a bit too hard on old Tia. She did point Twilight out to a spell to solve a little problem we’ve been having. Although I could change into a pony to sleep with her…I just don’t feel it would be right. And physical interaction with a creature who has an exoskeleton is hardly comfortable on any level. Plus, going around in my natural form is apparently scaring the tourists away; something that had been on the rise since Twilight got wings. So, Celestia mentioned an old spell she remembered from her time in the castle, and even helped us find it. Apparently changelings aren’t the only ones to know something about changing species.

“Fae, are you done yet?”

Twilight calling out my nickname that I was able to compromise with Pinkie into accepting (as I'd never be going by Fairy) to make up for just ditching her in Ponyville when I went to the Crystal Empire made me look up from the over-sized diary and over to the two alicorns standing in the center of the library.

I put down the quill and walked over to the center of the room while Celestia finished reading through the book. I found it strange that she needed to actually read through the spell, but when you’re older than dirt… I shook my head to kill that line of thought.

Celestia really wasn’t all that bad, or bad at all really. Sure she let stuff happen to a few of her subjects, but no pony was perfect. And, if the supreme sun goddess took care of everypony’s problems, how would anyone grow?

After all, though overcoming adversity does one grow stronger. It’s not an easy road, or a pleasant one, and beginning the journey down it is one of the most terrifying things a person can do since we all know change is both hard and involves risks. Some people want to take a simpler path, and that's fine too, but it's also limited. But if one chooses that harder path and perseveres, the rewards are limited only by your desires.

Hmmm, I should write that one down, I thought to myself before glancing at the diary for a moment, then shrugging it off. I could take care if it in a minute.

“Are you ready?” she asked.

I popped my neck and checked everything, but nothing was out of order. Although… “Okay one question,” I began. “If this spell changes species, then…couldn’t we theoretically use it to say…turn the other girls into alicorns?”

A frown crossed Twilight’s face. “Why would they want that?”

“You mean aside from the godlike power and guaranteed safety of Equestria?” I asked in a deadpan tone.

Celestia chuckled. “The change is purely physical,” she explained after a moment. “Your magic and…other needs won’t be affected, just your looks. Although, I suppose any increase in mass might offer additional physical strength, adding wings and horns to the others wouldn’t actually give them the related magic.”

“Okay fine,” I mumbled. Just don’t come crying to me when all the girls are old and gray and Twilight’s getting pissed at you making her outlive them. Well, if she’s immortal anyway…I really do need to find out about that.

“Twilight, if you would,” Celestia nodded, gesturing for the younger alicorn to stand next to me with her horn. As soon as the purple princess was in position, Celestia’s horn lit up and zapped Twilight. She was covered in a sphere of bright light, then the light came to envelop me as well.

The next thing I experienced was a wave of vertigo, and then the feeling of my insect wings turned to feathers. A second later, I regained my balance and looked over to Twilight. I felt something a little…odd, but shrugged it off as strange but new transformation magic.

Unfortunately, when the spell washed over me and I experienced it, my natural understand of shape shifting magic told me Celestia was correct. So there wouldn't be an alicorn mane six anytime soon. Still, the spell was a little interesting and I made a mental note to learn it myself some time in the future in case I would need it for something.

“Uh…Fae?” Twilight asked.

I looked over to the alicorn and frowned at her expression. She looked…afraid was to strong a word…Twilight’s wide eyes and somewhat toothy smile gave her more of a nervous air, which agreed with her scent.

“Wait, I didn’t turn on my empathic abilities,” I reached up and felt my throat. “What the…is that my voice?” It was…kind of…deep, and…naturally sultry? A very cold shiver ran across my spine. “Twilight? Why do I sound sexy?”

A second later, Twilight conjured a mirror for me, and I was looking at myself. I was indeed the spitting image of an alicorn, with a long spiral horn, thicker than normal wings, and a light blackish-brown coat. However, my hair and eye color remained unchanged. Then I noticed the oddities of the physical nature. While my natural changeling form was on par with Twilight’s height, I did have a few inches on her. As I looked at her now, we were of perfectly equal height. On top of that, a few inches wasn’t the only thing I was missing…I didn't even need to look to feel a lack of certain equipment.

I looked at the princess responsible for my predicament and practically growled. “Tia…why am I a mare?” I asked through gritted teeth.

Celestia cleared her throat and looked out the window. “Oh look at the time, the sun’s not going to set itself! I’ll just leave this here with you to see if you can get the kinks worked out. Bye!” she said before vanishing in a flash of light.

Before even another second passed, I felt Twilight nuzzle my neck, and looked over to see the alicorn giving me the most terrifying look I’d ever received from her: a sensual one. I gulped. Right…how long has it been since we’ve…oh boy… “You know, it’s not so bad being a mare,” she told me. “In fact, now I can even give exemplars of proper…techniques.”

The images that brought to mind made my whole body shudder but, as it also counted as lesbian intercourse so…I unfortunately discovered that wingboners did indeed exist thanks to the confused sex drive that I currently possessed.

“Uh…one second Twi,” I apologized before snatching the shared diary.

Okay so, the moral of my story?

NEVER TRUST TROLLESTIA!

I looked over to the summoned mirror one last time, and sighed at the alicorn that kind of resembled Chrysalis who stared back. This better be fixable, I told myself. I could use my own magic to undo the transformation any time of course, but...I really wanted a male alicorn body so I could one day reclaim my man card that had been burnt to a crisp just now by Celestia.

“Oh student, class is in session and the teacher is waiting,” Twilight called out to me from the bedroom.

Then I learned that a pony’s dejected whines sounded like a whinny, and called out to the princess. "Yeah, okay I'm coming, but you are NOT showing me how it's done!"

Author's Note:

One chapter in 24 hours. I'll probably have to go back and edit it, but what the hell. 24hr chapter achievement achieved!

Expect an epilogue that skips ahead a month to show what the changeling presence in the Everfree means for Ponyville, and that'll be the end to Fae's adventures in equesria for a little while as I work on some other stuff. With the Season finale of MLP coming I'll start working on take two again, and there's some other stuff I want to at least put out there.