The Spider and The Changeling

by PowerPhantom

Rating: mature
Tags: Princess Celestia, Dark, Sad, Anthro, Princess Luna, Changelings, Gore, Original Character, My Little Pony: Friendship is Magic, Queen Chrysalis, Romance, Adventure, Sex
Length: 4251

A changeling has been capture and placed into the custody of the commander of the Royal Night Court Guard.

A mysterious past...
An unclear motive...
And all with a smile...
A spider gets what it wants by constructing a complex web. It drains whatever has the misfortune to fall into it's trap. The same could be said about Commander Spider.
On the surface, he's the prefect soldier, but underneath it all, he's constructing a web of deception to accomplish his ultimate goal... But something unexpected happened.
When he finally catches the missing piece to his plan... he feels something deep inside...
Will he be able to burry these feelings and continue his mission? Or will they further spur him and all around him into his madness?
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(This takes place roughly between season three and season four. This is my first fan fic ever, so constructive criticism is welcomed. I'll try to edit any mistakes. Be advised: some chapters may feature some disturbing scenes of violence. Also, there will be some sex in later chapters. Please read at your own discretion. Thank you!)

Published 2015-09-07 14:50:02 UTC
Last updated 2015-10-04 17:24:03 UTC

Chapter one: I'm going to die here

“I’m going to die here…”

These were the only words the poor little colt could think of. He didn’t know where he was or if anyone else was there. All he knew was darkness and the pain in his hands.

“I’m going to die here…”

He closed his hands to feel the hooks that had been stabbed through his hands. His feet didn’t even touch the floor, so he knew he was being suspended by something that was attached to the hooks. He tried to use his magic, but he feel that something on his horn was preventing him.

“I’m going to die here…”

He could faintly smell a mixture of dried and flesh blood within the room. His head throbbed as he tried to remember how he got here, how a monster slaughter his entire village, and how he was the lone survivor.

“I’m going to die here… That’s what’s you're thinking, ain’t it?” said a deep and gravelly voice.

The colt whipped his head around to find the source of the voice, but his movements caused him to swing, which made the hooks pull up, and caused him more pain. He yelped out and quickly stopped moving. He heard the voice chuckle, apparently amused by his pain.

“Now, now…” light began to fill the room from a red crystal on the ceiling. “Don’t hurt yourself too much...that’s my job.”

The colt could now clearly see the beast standing before him. It was seven feet tall, had skin blacker than night, and the only hair it had was on it’s head, red and shaggy looking. It had razor sharp teeth, two horns that stuck out a foot from it’s fore-head, and two black eyes with red irises. The only thing it wore was tattered black pants and a wicked smile.

“I hope your ready,” the demon said, holding up a butcher’s knife. “We’re just about ready to start the fun.”

The colt looked around the room, slowly this time, and his eyes widen in horror. He was in the middle of a 20 ft by 120 ft room and every wall was covered in blades of all shapes and sizes. The only piece of furniture was a workbench with drawers on side, to the left of him.

The demon walked toward the bench and set his knife down on top of it. He then pulled out the top drawer and rummaged around in it, looking for something. When he found what he was looking for he gave out low laugh.

“First things first,” he said as he walked toward the colt. “You’re going to be in a lot of pain soon. The best way to deal with it is to enjoy it. I know I will!”

He laughed a hearty laugh that shook the colt to his soul. The demon the showed the colt what he was looking for: a needle and some thread. He placed the needle between the index and thumb of his right hand and held the colts chin with his left.

“And the first step to enjoy something… is to have a big ol’ smile!” flashed his teeth to the colt, as his right hand went to the colt’s mouth.

As he felt the needle pierce him right above the corner of his mouth, all he could think was “I don’t want to die here…”
-------------------------------------------------- 20 years later -------------------------------------------------

“I’m going to die here...I don’t want to die here!”

Keelie thought as she kept her head down with her hands covering it. Back at her hive, she had heard all the horror stories about changelings that were caught within Equestria. She had scoffed at them all, but now that she was living one of those stories, she couldn’t help but scream internally.

It has been at least one year since the wedding invasion and collecting love for the hive became more dangerous than it ever had before. Each week since then, it seemed, the ponies would come up with new ways of find and capturing infiltrators like her. She even knew they found some of the hive’s secret checkpoint’s.

“Why? Why did they have to ask me those questions? What, does everypony have to practice trivia now in order not to be accused of being a changeling?”

In reality, the questions could have been answered by anypony, all she had to do was name the three of the four princesses, who one in the flying relay at the Equestria games, and name the six elements of harmony and the names of the bearers.

She got the first two right.

“How I am suppose to know their names when all ponies practically look alike? Ugh… why didn’t I study more?” To be an infiltrator, changeling’s had to take rigorous training courses, be socially adept -by pony standards-, and pass a pony culture exam. She was passed the first one with flying colors, socially she could carry a conversation, but with the culture exam she barely squeaked by.

Once she calmed down a little, she looked up and her eyes scanned the small interrogation room. The only light source was coming from a lone covered bulb that hung from ceiling. The entire room was covered in a shiny non-reflective metal, even the table Keelie was chained to was metal. To the right of her was the only door and in front of her was a mirror. She knew that on the other side the mirror was a window, but she couldn’t tell if any pony was on the other side or not. However, she was able to see the herself in a prison uniform.

Her hair covered her right eye and hung down to just below jaw line, her hair was the the same shade of blue as the middle of her uncovered eye, which was just a blue orb that got lighter as it reached the middle. There were a few holes in her hands, in her bottom hooves and her bug like wings. Her slightly curved horn came out of her forehead about 4 inches and her her fangs slightly poked out above her lower lip. The clothes the wore now was a basic orange prison jumpsuit, which bore the numbers 00036 across her left breast, and if she could look behind her, she would see the letters N.C.P.- which stood for Night Court Prisoner- was printed in black across her shoulders.

“Calm down...They don’t know anything. As long as you don’t say anything, they won’t be able to use any information to attack us,” was what Keelie reasoned.

She knew that information was a very powerful weapon, all changelings knew this. The reason they were able to hold their own against the massive resources that Equestria had was that the ponies knew almost nothing about the changelings. Any information would be beneficial to the ponies fight against her kind. The only thing she could do now for her hive was to not let even the most trivial information pass her lips. Whatever happened after that, she could find comfort in the fact that she wasn’t a traitor.

There was no clock in the room, although it may have been a couple of minutes, to her, it felt like days since the ponies chained her to the table and slipped a metal ring around her horn. She tested her magic and not surprising enough, she couldn’t use her magic. She couldn’t even sense the emotions of ponies so long as she had that magic inhibitor.

She used the mirror to study the ring from afar; while she was lost in thought on how the ring might be taken off, the door suddenly opened, which caused her to jump a little. She tried to regain her composure, but quickly failed once she looked at the stallion who just entered.

He was a grayish-blue unicorn, with a similarly grayish-blue mane and tail. His eyes were an icey-blue and his horn was easily 6 inches and came to a sharp point. In his hand he held a yellow folder. He wore a military uniform that even Keelie knew meant that he was one of the two commanders of the royal court guard. His was colored a dark almost navy blue, which meant he was part of the Royal Night Court. Keelie was in an interrogation room with one of the most powerful ponies (second only to the princesses of course) in all of Equestria. This fact, however, was not the reason she was so unsettled. Plastered on his face was the most widest, creepiest smiles she had ever seen, and the fact that his teeth was almost as sharp as hers didn’t help.

He silently made his way to the opposite end of the table, pulled out the chair, and sat down. He laid the folder down in front of him, clasped his hands over, and stared at Keelie. His smile never wavered.

“Hello there,” he said in a honeyed voice, his smile never leaving. “I am Commander Spider. Would you like to save your race?”

Author's Note

Thank you so much for reading the 1st chapter! Please leave a comment and give it a thumbs up if you like it. I don't know when the next chapter will be out, but please be patient and I'll try to get it done as fast as I can. Again, thank you for reading!

Chapter two: The offer

Two unicorn guards stood watch behind the two way mirror, silently observing the female changeling who held her head down on the table. There was tension in the room, but it wasn’t because of the changeling prisoner, the source of the tension came directly from their disdain for each other.

They were both stallions, the one on the left had a white coat with a blue mane and tail, he was wearing gold armor and his helmet’s crest was the same color as his mane. The other guard was a dark grey with a black and purple mane and tail. His armor was also black and purple and the crest of his, which he held under his arm, was in the design that resembled a bat’s wing.

Neither one had said anything for quite awhile and the silence was only broken when the changeling raised her head to look around the room. It was the guard on the right who broke the silence.

“I think she’s sweated long enough,” he said as he put his helmet on. “I’m going in.”

He turned around to leave the room, when the other guard stopped him by placing a hand on his shoulder. “Hold on, I’m going in too,” said the white unicorn.

The gray unicorn sighed, “Look… uhh?”

“Vigilant Tower,” said the white unicorn, rolling his eyes.

The grey unicorn nodded, “Hallow Eve. Anyway, Vigilant, you already did your job, you captured a an enemy spy. You did your job well, however, now this is my job,” Hallow Eve pointed at the changeling. “She is now in the custody of the Night Court and we will handle any and all interrogations. Let the professionals handle this,” Hallow Eve made his way to the door but Vigilant Tower was able to block the door.

“Hey, Day Court caught so she’s our prisoner, ergo we get to question her,” using his slightly taller stature to his advantage, Vigilant Tower stared down Hallow Eve. Something that Hallow Eve was more than able to return.

“Get out of my way,” Hallow Eve stared.

“This is my suspect,” Vigilant Tower retorted.

“Actually, you’re both wrong,” said a new, pleasant voice. “She’s my suspect, so both of you get out of my way.”

The two guards straightened up then froze. They recognized that voice anywhere, it was the voice of the one stallion that every royal guard knew never to piss off. Their heads slowly turned to the back of the room. They watched as Commander Spider emerged from the shadows, with his signature grin chiseled on his face.

The two guards gulped, then quickly turned toward the Commander and saluted him, simultaneously saying “Commander Spider Sir!”

Spider looked at them, his steely blue eyes piercing their very souls. He slowly approached them, each step he took seemed perfectly calculated. As he walked it seemed as if his eyes pierced deeper and deeper, seeing and knowing everything the guards were. Much to the despair of the guards, his smile never once changed.

He looked over the pair one final time, “At ease.” The duo stopped their salute, but they were as far from at ease as possible. Hallow Eve seemed to show the least amount of fear, but in actuality he was the most terrified one in the room. Maybe more terrified than the changeling.

“You both will return to your post and tell nopony of the prisoner nor of my presence here, is that understood?” even though his voice was pleasant, it demanded the utmost respect. Hallow Eve was about to answer, but Vigilant Tower didn’t have that much experience dealing with the Night Court Commander.

“Sir, permission to ask why, sir?” Hallow Eve was barely able to keep his jaw from falling off and hitting the floor. He slowly inched away from Vigilant Tower as discreetly as he could.

Even though Spider’s smile never changed, his eyes did. They were the eyes of an angry god ready to strike. As soon as Vigilant Tower saw this, he knew he made a grave mistake.

“No you may not as why, you only do,” Spider’s pleasant voice did not change, but somehow he made it seem menacing than a manticore’s roar. “If that order was unclear, then maybe have something in your ears, because it was very clear to me. Maybe you need a new way to clean those ears. I’m sure I can come up with something. Would you like to be apart of my... experiment?”

The guards both started to sweat as soon as Spider emphasized that last word. Every guard has one rumor or another about the Commander’s experiments, but it was nothing anypony could prove. They heard everything, from cold remedies to using live guards to test the vulnerability of new metal alloys for armor… the guards would wear the armor while being stabbed with a spear. The duo did not want to find out if the rumors were true.

Spider saw the fear practically drip of the pair, “Now, weren’t you two just leaving?”

They salute and shakingly said, “Sir, yes sir!” They both hurried to the door and practically jogged down the halls to get as far away as possible from the wrath of the Commander.

Spider sighed as he stared at the door. “Really,” he thought, “this ridiculous competition between the Courts is just so unproductive.” He stared through the mirror and observed the changeling in the other room.

As he stared at the prisoner, he felt something… and it startled him. He felt a tightness in his stomach and it seemed as if his lungs just wanted to giggle. He pieced together these feelings and finally came up with the conclusion that he was, in fact, feeling giddy.

His eyes lit up,” Of course I’m feeling this, and why shouldn’t I? This could quite possibly be the last piece I need. Feeling giddy would be the most socially appropriate response. Yes, this is giddy.”

From his uniform he produce two thing, a yellow file and a vial of pink and purple mixture. After checked the contents of both, he placed the vial back into his uniform. He stared at the changeling one more time.

“How should I approach this? Hmm… I’ll catch of guard, show my data, and then give her my offer. That will most likely be the most efficient way.”

He composed himself, mentally prepared what he was going to say, and headed for the door. “Time to for her to become part of my web.”

Keelie blinked. “What did he just say?”

She just stared at the pony in front of her, as if he grew a second head. Her mouth was slightly agape and her eye was wide open. Spider noticed this and chuckled softly.

“Oh, I’m sorry. I misspoke, what I meant to say was, would you like to save your kingdom? I don’t know about your race in its entirety, but I know your kingdom, specifically, in dire straits,” he turned his attention to the folder he brought and looked through it.

Keelie just sat, eye even wider and jaw even lower. Her first thought was, “How does know this? What else does he know?” Her second thought was, “How can he keep smiling?”

Spider organized his papers, tapped them on the table, and looked at Keelie. “By reaction, I’d say my hypothesis was correct,” confusion flashed across her face, but was instantly replaced by annoyance. “Although, I already knew I was correct. Do know why your uniform has the number 36 on it? From after the failed invasion last year to today, there have been 35 changelings, in total, that were captured by the royal guards and brought to the palace for holding and questioning. Do you wish to know what happened to them?”

Spider spread the papers in his hands out on the table. Keelie’s face turned into one of horror and disgust. Spider had just presented her with four autopsy reports, with pictures, of dead changelings. Keelie placed her chained hands over her mouth as Spider continued to talk.

“The first 15 died within 3 months, the next 8 died with a month and two weeks, the next 5 in two and a half weeks, and the last 7 died in less than week. The autopsy reports said each changeling died of either malnutrition or starvation. Since they died faster each time, it was reasonable to assume that they food supply of your kingdom is running very low and the fact that we are now aware of your existence makes it harder for you to restock it.

“Another disadvantage to your invasion is that most ponies are less than willing to help and give love. Even if we could find ponies willing to give love, we just can’t allow prisoners to use magic, as you have probably noticed, the inhibitor denies you access to other’s emotions. So, what are you to do with a food source that is decreasing in accessibility? We tried to feed you pony food, your kind can digest our food, but you are unable absorb any nutrition.”

Keelie finally stopped looking at the reports and directed a murderous glare straight at Spider. First they capture her, next he shows her dead bodies of her people, and now she’s getting a lecture about her own race’s biology?! She made sure that all her hatred was concentrated at Spider’s dumb, smiling face.

Spider noticed this and thought to himself, “Time for another shock.” He stood, reached into his pocket, and produced a pair of keys. He walked around to Keelie’s side of the table and unlocked her cuffs and magic inhibitor. Her rage was replaced with confusion, slowly processing she was now unrestrained. Spider walked back to his of the table and sat down.

“Now, I’ve been-” he wasn’t able to finish his sentence before Keelie blasted him in his face with her magic. She knew it wouldn’t be much, but it was enough to topple him over in his seat. She made a mad dash to the door, knowing if she could just make it out change she would be free. Her hand reached for the knob… but she couldn’t grab it.

Her body was completely frozen, arm outstretched and legs stuck in a mid run. She tried to move but it felt like something was holding her in place. Tested this force more, it felt some kind of rope was digging into her body at various places. She slowly turned her head and saw behind faint glints of light appearing in air. She realized that she was being held by thin yet strong wires, barely noticeable. She followed the wires to their source and found that they were being held in the clenched fist of Commander Spider.

He was on his back, but still in his chair and his smile was still there. Though, Keelie could tell by looking into his eyes that the Commander was way more than a little annoyed. She saw his fist clench tighter, which somehow made the wires dig into more.

“Please, sit back down,” he said, his voice no longer covered in honey, but in annoyance. “Don’t want to make you sit down, but I will.”

Keelie felt the wires slack only a little and as she returned to her chair, she could no longer feel the wires, yet she somehow though they were still there, ready to catch her again if she fled. The Commander finally got up from the floor, dusted himself off, and positioned his chair as he sat back down in it.

The just stared at each other for the longest time, until Commander Spider steepled his fingers and resume talking in his pleasant voice as if nothing happened.

“I apologize for being completely rude,” Spider said. “I’ve been talking this whole time and I don’t even know your name.”

Keelie sat there, staring at Spider. She thought it over, “What good would it do to keep my name hidden? It’s not like I’m a notorious changeling. Plus, if those wires are still on me, I probably don’t want to make him mad.”

“Keelie,” she said. “My name is Keelie.”

Spider nodded his head and said, “A pleasure to meet you, Keelie. Now, back to what I was trying to say before, I’ve been studying changelings for quite some time. I’ve been to every autopsy to learn about your biology, I’ve observed how you act in groups, and I even asked about your culture directly, but that didn’t go very far. While I’ve been studying, I was also brewing a new potion recipe, just for changelings.”

He reached into his uniform, produce the small vial of pink and purple liquid, and placed it on the table. Keelie stared at it quizzically, she also felt something coming from the liquid. She felt a strange, yet familiar power.Spider uncorked the vial and she could feel the power better than before.

“I call this, Liquid Love,” Spider said, as he light swirled the vial around. “It’s a love potion of sorts. It doesn’t beings to fall in love, in fact, of all the creatures I tested this on, it had no effects at all. Although, I’ve never tried it on a changeling. In theory, it is an alternative, artificial food source for your kind. To test it, I want you to consume this whole vial.”

Keelie attention snapped from the potion to Spider as she asked, “What!?”

“I need to know the effects of the potion on changeling, I also need to know if a change to a liquid diet will have any effect on a changeling’s system, so I would have to move you to a secret, undisclosed location where I could observe you.”

Keelie just look at him in confused horror, “What the hell?!” she thought, “He has to be batshit insane! There’s no way I can believe him! That’s probably a truth potion or something. This is all trick to get me to talk, but it won’t work!”

*Guurrguul*

Her stomached, which caught her completely off guard. She didn’t realize how hungry she was, maybe the potion was a food source. “No, that can’t be it, she thought, It must be him, his emotions must be… Oh… I don’t have the inhibitor on anymore… Which means…” she bowed her head so that Spider wouldn’t see her smirk. “I’ll just use him! If i feed off of him, he won’t have any leverage over me to try his potion! I’ll just use my magic to reach out and…. Huh?”

Her head shot up to look at Spider, trying to figure out why she couldn’t sense him. If she wasn’t looking straight at him, she could’ve sworn she was the only one in the room. “How is this possible?”

Keelie’s fear was not lost on Spider as he started to speak “By now you have realized that you cannot feed from me. I cannot reveal to you why this is, but it doesn’t matter now. You must choose, my experiment or a prisoner of Equestria, what will it be?”

Once again, fear flooded Keelie’s mind. “This is wrong, this is all wrong! None of this makes sense! “She stared back at the potion, her hunger becoming more fierce. “That must mean, it was this potion that made me hungry...So either I drink a potion that might kill or I stay in a cell that will kill me. Even if the potion doesn’t kill me, being with this psychopath will.”

As she went over her options again and again, she couldn’t help but stare at the supposed miracle potion. There was only one thought left in her mind…

“I’m going to die…”

Author's Note

Sorry it took so long for this chapter to come out. If your wondering, I am considering that each season is at least one year in their world. I don't when I will work on the next chapter, but until then thats for reading!:pinkiehappy: