• 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 2

Chapter 2: I Become A Spy in Her Majesty’s Royal Service

You know, I was pretty happy with my life. Good job, okay friends, healthy amounts of entertainment, a really nice car that existed to help compensate for my nonexistent ego…nothing about it was super exciting, but it was really a good life.

Then I blacked out, or died, or…something, and woke up as a changeling and…oh God, I qualify as a princess, but as the whole changeling gender thing is a little iffy and Mommy Dearest showed me I could be a guy or girl, I’m just going to hold onto what is left of my man card until I start laying eggs or something. Then I can start having an existential crisis, thank you.

As to what I was doing in Equestria? That would be a conspiracy to commit train robbery, kidnapping, espionage & regicide. I think there’s some other minor stuff in there like fraud, but when the whole idea revolves around killing a princess…I don’t think you can get more than one death sentence.

As to how I got here…that’s a bit of a story in and of itself…


I’d just like to start out by saying: Chrysalis is a moron.

Yeah I know, she was a cartoon villain and all that, but think about this for a second. The Bitch Queen has an entire race of creatures with varying intelligence that can take the shape of any pony they can lay their eyes on long enough to get a good read. The intelligence agencies we (or should I say humans now?) have today would sell what’s left of their collective souls to get their hands on something that could do a tenth of what your most bare bottom changeling could do.

I’m not talking about some stupid cosmetic change that’s only skin deep either. When a changeling becomes a pegasus, they physically turn into that pony minus the memories and talents; which we in turn make up for with the hundreds of bits of information floating around in the hive mind. There is a bit of a mass problem involved when a changeling tries to change into something too big, which is why only Chrysalis could replace someone like Celestia. I’m more along the lines of Princess Twilight’s size when it comes to height and weight. But the average changeling can pretty much replace any pony at will, provided they can talk.

And that’s another thing that kind of gets to me. Changeling intelligence is determined solely by how much magic Mom pumps into the eggs during gestation. Most of the changelings in the hive can’t even speak beyond a few simple phrases. They all follow commands of course, but that’s more mind control and that hive mind crap than anything like a high IQ score. The actual number of changelings that can think for themselves is around 2500 out of an even 10,000.

But hell, with 2500 shape shifting monsters that could share a consciousness when they needed to, I could take over any government in existence! I wouldn’t even need to knock out Celestia and Luna, I’d send my guys to replace their pencil pushers. Doesn’t matter how powerful the uber-god-queens are if they don’t know what’s going on.

But what does Chrysalis do with this kind of advantage? The last time she tangled with Twilight, after the wedding, she snuck several unintelligent changelings into Ponyville, managed to pod about ½ the town without being detected, and then kidnapped the CMC to lure Twilight into a trap. All while Twilight was still a damn unicorn. Hell, she even managed to lure Twilight into some weird castle with kittens (I think they were the previous owners) for a one on one duel, and STILL managed to fuck it up.

Unfortunately, Chrysalis doesn’t seem to like reliving her mistakes, so I’m a little iffy on the details of just how that happened since the ending was apparently removed from the hive mind.

So plan C for taking over Equestria was apparently making a new changeling monarch and sending it to infiltrate Ponyville to get close to Twilight and take her down. Then invade Canterlot again with Shinning Armor and Cadence still away in the Crystal Empire. From there, she would rule Equestria.

That was the plan IN ITS ENTIRETY!

It took me about five seconds to figure out that wasn’t going to work. Five minutes to actually explain this to the queen, five days to recover from the beating she gave me for telling her no, and five weeks to put a better plan in place that actually had a chance of working while I learned how to use magic, do more than just fly forward with my wings, learn a little history about Equestria, the changelings, and get over the fact that I was a FOUR LEGGED TAKING MAGICAL COCKROACH PRINCE…SS.

As for what the plan actually was… I won’t bore you with the details, but Chrysalis sent a team of intelligent changelings to Canterlot and replaced a few nobles, as well as one of Celestia’s advisers to stir up a fuss about Princess Twilight not having a royal guard in Ponyville. We also had them throw in some concerns for the life of the rest of the Element Bearers. Yeah, sure they were heroes and could take care of themselves most of the time, but what if a changeling was to come along and strike when they weren’t looking, or asleep? Sure they couldn’t use the elements anymore…or they couldn’t by the time our rabble rousers were done complaining, but that just meant they were all the more vulnerable! Hell, what if something killed Fluttershy and Discord went nuts from grief?

Eventually, panicking ponies won out, and even Princess Twilight herself signed off on allowing a small group of guards in the town and around her friends to deal with unexpected events. Just three guards, and their squad captain.

Which brings me back to the story, you see…

The guards we talked Twilight into taking, they were the ponies on the train we were fixing to hijack. It was a special military transport, which meant nobody else was on it except the four poor soldier saps, the conductor, and a few other guys to shovel coal, all of whom were fixing to be replaced by myself and the thirty odd changelings I brought with me that were all waiting in that nice dark tunnel that the Friendship Express has to go through to exit Canterlot Mountain.


The train came into view, and as it drew closer, I could feel the rumbling of the tracks beneath me and I placed my hoof on the large empty crate would need to transport some food in when the operation was over. The rest of the changelings were flying up as close to the ceiling as possible, waiting for their moment to strike. It kind of annoyed me that my part in the plan didn’t have me doing anything but actually stopping the train, but that was life. I was out to succeed, not have fun.

As soon as the Express went into the tunnel, I channeled as much magic as I could manage through my horn and surrounded the entirety of the engine with a telekinetic field. The whole thing came to a dead stop a second later.

I got to tell you. Magic really is crazy. While there are several rules surrounding it, the whole thing is a giant middle finger to physics, the absolute laws of the universe that once controlled everything I knew. When I stopped the train, there was no screeching of wheels or a need to make a giant push, it was just field on and movement off. No excess inertia pushing from the back cars, no displaced rush of air, or anything like that you’d expect to see. It just stopped.

Then the changelings attacked. One third went into the engine, but the other twenty flew into the two other cars on the train. There was some shouting and a little light-show, but the fight didn’t last all that long. Judging by the quick wave of panic I smelled that replaced the confusion coming from the train in front of me, the guards had been caught with their pants down and paid for it. Or the sudden stop had sent them flying forward out of their seats harder than a car crash, but I tend the think the worst of the royal guard.

But, that was what happened when you have a military that didn’t participate in a war for at least a generation. Sure there was the odd monster or crises, but the ability of Celestia’s guards was pretty low considering the sun princess handled most of the major threats against her country personally. The EUP was mostly there to find problems for Celestia to deal with and act a cannon fodder when it came down to it. They weren't nearly as well trained as say, a race of beings that shared 92% of the memories containing the totality of their very existence since the first changeling queen was born.

Once I got the signal that all the ponies were restrained and the train’s brakes had been put on, I dropped my TK and headed inside the engine. The conductor and his ponies needed to be dealt with first. If the guards pulled some last second resistance out of their asses, I didn’t want them to just jump into the engine and drive off.

There were three of them in all, the conductor, the coal shoveler, and another pony that probably supported one or the other when it came to doing their jobs. I placed my horn to each of them in turn and channeled a bit of magic into their minds.

Even for changelings, mental manipulation is a dangerous thing. Too much turns your subject into a vegetable, or a green-eyed zombie that can’t even think for himself. The little stuff is usually best, a mental command to have a princess chalk up a few minor errors the thing that looks like her niece makes as nerves about a wedding, or an aura to induce a feeling of trust from a pony when they first meet; of course that only really works if they don’t already have an opinion of the pseudo-pony they’re talking to.

But what I was using on the ponies in front of me had nothing to do with that kind of stuff. No, the magic I used was a basic amnesia spell that would have them forgetting everything between now and when they woke up this morning. Then the changelings could take the train back to Canterlot, dump the dupes off, and head on up north to join Chrysalis in the Crystal Empire with the rest of the more active changelings as they did their job in our revenge scheme against Cadence and Equestria as a whole.

“They’re done,” I told my evil minions. “Three of you stay here and take their forms, then shove them in the first car after we’ve cocooned the guards. The rest can come with me.”

When I got into the first car, I found all four of the royal guards pinned to the ground in various stages of having the crap beaten out of them. It was a pair of pegasi and two unicorns. I don’t know if no earth ponies tried signing up for the detail, or Celestia just didn’t think they’d be able to run away fast enough when the real shit only heroes could deal with went down. Seriously, despite their lack of formal training, AJ, Rainbow, and Twi stood head and shoulders above more than 95% of their respective tribes when it came to what they could do.

I’ll admit, the part of my plans involving the guards had me feeling sorry for them, and a little sick with myself. I mean, the conductors we were just knocking out and sending home. The guards on the other hand, well…we couldn’t just let them wander off since their orders said ‘Go to Ponyville’. If they came back to the castle going ‘Gee Princess Celestia, I just don't know why we can’t remember getting out of bed this morning’ things would become problematic.

Plus, with the semi-long term timeline that our operation would become, I needed to ensure there was something for us to eat on a regular basis that didn’t rely on the three other changelings I was stuck with draining it from the ponies around town. These guys were going to be our food. Well, guys and girl, one of them was female.

Then I actually saw the pegasus who was in charge of the detail, and all thoughts of feeling sorry for any of these pieces of shit went right out the window.

He looked a bit odd for you normal background pony, and REALLY odd for your average guard pony. He didn’t have that white coat and gold armor, or a dark brown coat that the animators probably threw in when some guy somewhere accused MLP of being racist with its pure white military and goddess overlord. No, he had a nice orange coat that really clashed with his stupid golden armor and a blue mane that matched the top of his helmet which had been knocked off.

“Flash Sentry,” I growled.

Yeah, it was Flash Sentry.

Flash FUCKING Sentry.

The worst creation in all of MLP history, the one pony that needed to die a horrible, screaming death that involved being drawn and quartered, or some other ironic death for a talking horse.

I grit my teeth and literally shook with rage as I looked down on He Who Should Not Exist as if the creature was some demon from outside the perfection that was Equestria.

“H-Hello, have we met?” he asked between groans while one of my minions stepped down on his wing, getting a wince from the orange abomination.

I couldn’t help it. My rage kept me from controlling myself. I wanted to play the part of a cool, aloof evil mastermind, get a real Darth Vader thing going in front of my minions, but…this insult to the bronies of the world made me lose control. “WHAT THE HAY ARE YOU DOING HERE?” I demanded as I leaned down in the pegasus’s face.

Seriously though, even IF Flash Sentry was (dare I say it?)…cannon (ugh now I feel dirty) he should have been in the Crystal Empire! The stupid movie clearly showed his out of place ass standing around in the frozen north! The fact that he was ANYWHERE other than fulfilling his role as some glorified background pony with a couple of speaking lines was just…the greatest sin imaginable!

“I-I…there was a call for volunteers for Princess Twilight’s new guard-”

And that was about as far as he got before I smashed face in with a nice cry of “BUCK YOU!”

Then I said some other stuff too as I continued to hammer away at him. “There’s…no…way…you’re…getting…near…Twilight…you…cock…sucking…ass,” I told the equine as I wildly struck him over and over again, punctuating each word with a strike.

“P-Princess!”

I froze, and looked over to the changeling who dared address me by my ‘official’ title. Everything in the hive knew that I was to be called Boss, Master, Overlord, Great One, and Highness. The changelings who called me Princess ended up carrying the targets during my magic training when I practiced blowing shit up. Most of them didn't survive the experience.

“What?” I asked changeling #619. Yeah, we can tell each other apart. It as to do with our olfactory senses and glands that produce certain smells. Hell, half the changeling language is conveyed through the nose.

“If you kill him your highness, then we won’t be able to infiltrate Ponyville,” the changeling managed to stammer out under my gaze.

I looked back down to the half beaten to death pony and frowned mostly due to the fact he was still alive. For all our abilities, changelings actually didn’t have much in the way of natural physical strength. If I had been a real alicorn or something, Flash Sentry would have probably been little more than a carpet stain, even with his armor and pegasus magic that seems to protect them from blunt trauma.

“Fine,” I grumbled. “One of you check their stuff for identification. See if they have badges or something. If Celestia was even half as competent as Chrysalis, then Twilight at least knew the names of the guards that were coming to see her.

“All of you need to head out now, except for…”

I took a moment to select three changelings who would be coming along with me for the mission. There were plenty to choose from, since most of the changelings with me had normal IQ and speaking abilities. I still snagged one of the stupider ones to use as Flash’s stand-in though.

If Flash was cannon, then going by the movie, Twilight thought he was hot. I had to dissuade her from going after him by any way possible. So turning him from somepony she found slightly charming thanks to a couple of stupid lines and his inability to keep out of her way into a mute, dumb as shit buffoon who couldn’t put on his own armor should work. And if not, I can always out him as a changeling and get that accomplishment under my belt.

The other two changelings I selected were #619, and #666. I’d been using The Beast for my personal slave since well...since I learned his number, and #619 actually had enough balls to point something I was doing wrong out while I was pretty pissed off as second ago, so…it/she/he/whatever might actually be more useful than a yes man.

By the time #619 had found all the guards ID, the rest of the changelings had taken off and I was left glaring at the identification she (as #619 took the appearance of a dark female unicorn) floated over to me.

After failing to ignite the thing with my eyes alone, I looked back up at #619. “Is this some kind of sick joke?”

“Highness?” the dark unicorn asked.

“Never mind,” I grumbled before snatching the thing away with my magic and sampling my doppelganger-to-be’s aura in disgust. I was really going to miss being able to use magic.


The trip to Ponyville was uneventful, from where we started it anyway. After we slimed and packaged the guard squad, we just sat down and waited for the train to pull into the station. Thankfully, there wasn’t a crowd. This train was running on its own schedule, so nobody was there thinking to go to Canterlot. Only one pony was there to meet us, and she had brought along her…whatever the hell Spike was to Twilight. There’s some real arguments about the relation of his position to assistant/son/brother. After five plus weeks of living with emotional vampires, I’m going to have to go with slave.

I stepped off the train and motioned for the goons to start hauling all our cargo out. The less time it was around, the less chance Pinkie had to just show up and start messing with everything. Even my ability to turn ponies into mind slaves, I seriously doubted it would stop her from just doing something weird to fuck up my whole plan.

As for Twilight, she didn’t waste any time in trotting up towards me to introduce herself.

Twilicorn was, well, an alicorn of course. Thanks to all the weeks of preparation and living with monsters as well as taking my place as the number two on the totem pole, I wasn’t completely fangasming over meeting her, but…she still looked pretty impressive. Especially considering the ponies I was used to seeing were haggard, scruffy things covered in goo that hadn’t moved since we nabbed them.

Like everything else in this technicolor world, she looked brighter than natural, as if someone really had colored her fur with a marker or something. A purple marker, with other shades of purple to take care of her mane, eyes, and horn. Also, like all her species, she didn’t really look all that much like a pony.

Okay, she had four legs, a mane, and all that other stuff, but that was where the similarities ended. Her hooves were so lacquered and purple it was hard to tell where her coat ended and her hoof began. The alicorn’s face wasn’t all that much like a horse’s either. Trust me, I’ve owned, ridden, brushed, and done all that other stuff with race horses and they look nothing like a pony from the top of the neck up (and everything from the neck down wasn’t all that close either). Compared to a horse, Twilight’s eyes were way too close together, her muzzle did not just look like an extension of her head as a whole, her nostrils were too small, and the range of motion she had with her lips and mouth were far too controlled for anything a horse was capable of doing.

Speaking of which, the first thing she said to me was, “Hello, I’m Twilight Sparkle, and this is Spike.”

I noted a lack of a princess in her introduction, and was glad for it. The mystery as to why she didn’t introduce herself formally helped me choke down the bile that threatened to force its way out of my throat thanks to my own words. “Greetings Princess Twilight,” I said with a respectful bow I hoped looked right. Learning how to do that kind of stuff wasn’t really in the instruction manual for changeling royalty.

“I am Lt. Flash Sentry, the commanding officer of your royal guard.”

And I hated myself more than you could possibly imagine at that moment.