The Best Laid Plans

by TittySparkles

Don't judge a Changeling by its cover

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The changeling hive buzzed with life, and the sound of chittering wings filled the dark and twisted halls of the ever shifting home. As the changelings went about doing their duties, excitement filled the air. An electric feeling that had been building up for years was present and it was thanks to the queen of the hive. Queen Chrysalis’ careful planning would shake the very foundation of Equestria. She and her army were ready to take over, thanks to carefully planted sleeper agents masquerading as important ponies in key locations. Soon all four princesses would be at her mercy, and none would be able to oppose her undeniable might. The only thing left was to wait for the last group to head out of the hive to capture and swap her final targets, those being the bearers of the Elements and the final princess, Twilight Sparkle.

Thanks to her previous failed invasion, Chrysalis took what happened and learned from her errors. She was rash, foolish, arrogant, too shortsighted in her first conquest, and too overly eager to feast on the endless supply of love that Equestria had. She knew better now and was ready to sweep the land and take over. With the pre-invasion going according to plan, she and her changelins would be ready in a few short days.

Chrysalis walked her darkened halls, smiling and humming quietly to herself as she watched her drones go about. As she passed, every drone would stop what they were doing and bow at her feet, showing their undying loyalty to her, thanks to all the promises of love that awaited them. They were eager to please her, considering what was upon them, and she smiled smugly in return, content with their show of loyalty, before she waved them off to return to their duties. As much as she loved the attention and admiration she received, she had other plans on her mind. With how well everything had been going and high morale was, she felt the need to give back to the hive. It wasn’t fully for them though, with her imagining just how much love was waiting for her once her conquest was complete, it made her mind and body excited on many different levels.

One such level she wanted to act upon was her sexual desires.

Her smile deepened and her body shuddered with anticipation as she continued to navigate her halls. Her destination was the room with the infiltration team that was ready to take over Ponyville. Twelve changelings awaited her, without them even knowing of her planned arrival. Seven of which were assigned to replace the pesky princess of friendship, her pet dragon, and her merry band of element bearers, while the other five were set to replace a few other key ponies in the small town. As she thought about them, her mind went to one particular changeling and her expression turned sour.

“Wonder if that traitor is hiding in Ponyville,” she snarled under her breath, her tail flickering in annoyance.

The changeling in question was a defector named Thorax, one that was managing to evade detection. She loathed speaking his name and for months she sent out stealth units to hunt him down and bring him back for her to deal with him personally. Her units never found him, and even with how well her plans were going, she hated having one potential loose end wandering about unaccounted for. What irked her more was Thorax was born from the same clutch as one of her most respected and feared captains, and she further loathed how a pacifistic and weak-minded changeling like Thorax tried to spread an ideology of making peace with the ponies.

Chrysalis hated the ideals Thorax tried to spread. Kingdoms aren’t built on peace, a notion conjured up by the weak minded, and Chrysalis knew it was easier to rule with an iron fist than to govern dissidents and naysayers. Equality among races was a hoax, a fabrication built on the illusion of having an eternal peace. Sure it looked good on paper, but in the long run, civil wars would break out as creatures segregated into their own groups over the years. It was better to have one ruling class overall, rather than multiple creatures with different opinions fighting for slices of political power. She knew this to be the reality, and she knew it was coming, thanks to Equestria's current ruling figureheads grooming a certain purple sow of a princess to lead it. All she cared for was her hive and her race; every other creature was just a source of nourishment on the food chain of love, and she planned to beat the coming winds of change by being the first one to blow over Equestria. She had plans to make Thorax see the errors of his ways and conform to her ideals by instilling this truth upon him. Lots of her ideas revolved around locking him in the dungeons and breaking his feeble mind until he was a proper and obedient pet. If he refused and his will was too strong to sway… she had a more effective, but less desirable, alternative.

She gave her head a hard shake and refocused on the task at hoof. She wasn’t going to let a traitor ruin her mindset and distract her from what she wanted, and as she came around a corner where no changelings were present, she stopped in her tracks. She looked about, making sure none were present or even in ear range of her position. Aside from the distant buzzing, it was quiet, and flaring up her horn, she cast a shapeshifting spell upon herself. The spell was instant, and in a flash of green light stood a much smaller changeling. Moving her body and shifting herself around as she grew accustomed to her new form, she noticed a small pool of condensation on the ground that had been building up near the wall. Stepping toward it, she could see it was big enough for her to make out her own reflection, letting her inspect herself fully.

She was indeed small, smaller than the average changeling, while her body was supple and looked like it was ready for its first ever breeding session. She focused on her eyes, the part that would be the thing that makes her males more interested in her. They shone a tinted, rosy pink, a far cry from her green pupils she once had, signaling to any interested male that she was a brood breeder found deeper within the hive.

“Perfect,” she hummed in her natural voice, before she cleared her throat. “Now. Which. Tone. Shall. I. Use?” her voice range shifted as she spoke; her words sounding brash and arrogant, wholesome and country, bookish and smart, prim and proper, robust and cheerful, and finally, timid and quiet.

She debated her choices and went with the last. On top of being timid and quiet, it was also full of naiveté; a voice that the more dominant changeling males wanted to hear. She knew what made the male mind tick, thanks to her ability to transform into all genders. Practice makes perfect, and considering she was the queen of the changelings for countless years, she long since mastered her art.

She refocused her mind as it went back to what she craved, before she began to walk the beaten path again. While she simply wanted to enjoy copious amounts of unbridled sex, she had to be careful. Though there were designated females born for the sole purpose of procreation, Chrysalis herself was also able to be impregnated, thanks to her being a brooder herself before her ascension to the throne. She didn't hate it, but having to lay clutches of eggs as a whole was something she wasn't fond of. Sure she was a queen and a mother figure to most of her hive, but she couldn't play favorites. When she first got crowned the hive’s queen, she outright designated herself as a caretaker of the nursery to avoid unwanted pregnancies and made sure when a clutch was ready to hatch, her face would be the first they see.

Also taking in the fact that she was the hive’s queen, Chrysalis knew it was very unfitting of a ruler of her stature to engage with common drones on a sexual level, considering she had consorts that were skilled in many areas of pleasure. For the time being, she wanted to interact with her drones and see what they did under the guise of not having their queen present to hear them. It was a social experiment she performed once in a while, in order to find any problematic changelings in her ranks, while helping her locate potential candidates for her growing harem.

It didn’t take her long to reach her destination, and as she passed unsuspecting drones, she could only smile with amusement as her changelings barely reacted to her presence, even going so far as to bump into her without looking back. It did annoy her, but as she came to a shifting door, her thoughts got erased as she peered inside and saw her marks. Her mind shifted into full sexual alert as she looked in and saw her group of twelve sitting around a large stone table, talking amongst themselves as scrolls detailing plans were sprawled about. She peered on, inspecting each visible set of eyes, making sure none of her purple eyed drones were present.

Like the pink eyed brooders, there were purple eyed breeders that performed like most common drones, but had the extra ability to impregnate. While her blue eyed drones couldn’t procreate, they still had sexual urges like most living creatures, yet lacked the ability to lay any eggs inside a female. Thankfully the group she had intentions for lacked any purple eyed procreators, but she knew they performed directly under Captain Pharynx, who was currently on a routine patrol outside of the hive.

She continued to inspect her drones, quickly noting that six of the twelve were female. She frowned knowing those six females would want nothing to do with a brooder, yet she was more excited by the six males present. Most of them were lean yet average for a changeling, and at first glance they could easily look like a black smudge in the sea of changelings she ruled over. However, there was one particular changeling she found herself eyeing up.

Sitting at the head of the table was a large changeling, much larger than most, even by her standards. The alpha of the group, a battle scarred brute built for combat that loved hunting and scouting. He was simple and narrow-minded in his goals. Fight, conquer, indulge in the rewards and repeat the process. He would be the one she targeted first, and once the brute had his way with her, the other males would step in for their turns.

"Seems like we got a new gueeeeest~" a cheerful, raspy, and feminine voice sang, causing Chrysalis to turn her vision to a different changeling at the table.

As their eyes locked, the rest of the table turned to her. The few eyes she couldn't see prior were now visible, and her wings fluttered briefly as twelve sets of blue eyes watched her.

"Looks like one of the brooders got lost," another raspy, yet well-mannered voice spoke out, coming from a male. "What's a little lovebug like you doing in this part of the hive? Your chambers are another fifty meters deeper."

"I-I'm sorry," Chrysalis answered in her timid voice as she walked in. "It's my first day and I was on my way to see the queen for a summons."

"What's the queen doing calling up one of the stupid love sluts?" another female voice spoke, not as raspy as the first, but carried a prominent tone that was very reminiscent of a posh and elite individual.

"First timers are always summoned to the queen's chambers for a body inspection," the large brute spoke finally; his voice carried a subtle rasp, while at the same time it was deep and menacing, almost oozing with authority but carrying a very egotistical tone at the same time. "Wouldn't expect a bunch of you barren females to know that."

Five of the six females turned their attention to the brute and Chrysalis could see utter malice and ill mannered intent in their eyes as they hissed at him. The last female and a few of the males laughed in return, while one male in particular just shook his head and looked away, unamused.

"What's wrong, Pandinus? You don't agree with me?" the brute spoke up in a smug manner as he turned his attention to the male.

"You know the queen hates gender discrimination within the hive, Culex," Pandinus spoke up, his voice carrying no rasp in it as his tone was that of a bookish tactician that sounded more gender neutral than actual male.

"It's not discrimination when it's true," Culex laughed. "Besides, Auralius is just as guilty as me, yet you didn't get on her ass about it."

The posh female that spoke prior just huffed and looked away, showing she had no intent of apologizing for her words.

"I'm not the leader of this group, that's your responsibility to address, Sergeant," Pandinus replied harshly as he turned his eyes to Culex. "Besides, there's a difference between being an ass and giving reminders, plus considering a first time brooder is on her way to the queen's chambers, you two best watch your tongue."

The room went silent and Chrysalis could see Culex and Auralius got taken down a peg by the comment. Unfortunately the reaction was momentary before the large brute spoke up again.

"Don't be so uptight, Corporal," Culex spoke casually as he turned his attention to Chrysalis. "I'm pretty sure our new visitor can be persuaded to keep her mouth shut on certain comments. Isn't that right, miss…"

Most of the eyes in the room turned to Chrysalis, and while she was content with listening and studying her drones further, she knew she had to make a response to the question that was directed at her.

“Catharsis, but my brood parents like to call me Cathy, so you can call me that,” Chrysalis spoke without hesitation.

“Interesting name you got there, Cathy. You sound more timid than one with a name like that would speak,” Culex replied as he studied her body.

“Oh, don’t take what you see for face value,” Chrysalis replied, keeping her tone timid, while becoming more steadfast. “I may be quiet, but I don’t feel fear or pity when I think of any other races.”

“And what do you feel for other races?” Culex asked as he brought one hoof to his chin and rested his elbow on the table.

“I feel the need to crush all opposition under my hooves, while I make sure I support the hive to my fullest capabilities,” she replied as she straightened herself up and stood proudly.

“You sound like our queen. You’ll fit in quite nicely around here,” Culex jested.

Chrysalis couldn’t help but grin.

“Now as much as I would like to chit chat with you, I have a more suitable conversation in mind,” Culex said as he leaned back in his chair. “That being said, I’m certain you know exactly what I meant when I said persuaded, correct?”

Chrysalis tilted her head slightly and twitched her ears as a small smile started to form on her face.

“Uhh, Sarge?” a new female voice played out, carrying no rasp, yet it had the accent of a countrified bumpkin. “I know what you’re gonna imply and I’m fine and dandy with it... but I really don’t think the queen would take too kindly to receiving damaged goods, if you catch my drift. You do know those body inspections are full ones, right?”

Culex said nothing and groaned in defeat as the changeling finished speaking.

“Umm, I’m… actually experienced,” Chrysalis spoke softly as she looked around, feigning embarrassment as all the ears around her perked up. “You wouldn’t be my first drone, and I’m very much interested in how well you can please me.”

Silent glances were exchanged between all changelings present, and Chrysalis knew she shifted the momentum fully in her favor. She knew very well that some brooders were tested before she got to meet them, and she had no remorse for changelings who played with them without her own consent. It went against her rules and regulations, considering all brooders’ first sexual experience always resulted in a larger and healthier clutch of eggs, but even with that in consideration she knew views of rules would be skewed. If she came across as already being experienced, then interested drones knew they wouldn’t be the only ones at fault. Can't get punished when there are too many to punish in the first place. A childish mentality, but one that seemed to run deep within her hive, and all she did was lay the web to trap her prey.

“You hear that, Aphius?” Culex said with a grin as he turned to the female who addressed him prior.

“Ehhh, I don’t know, Sarge,” Aphius spoke up, a hint of resistance in her voice. “Two wrongs don’t make a right… buuuuuttt, if we aren’t the first, then we definitely won’t be the last. I’m not saying no, that’s for sure,” she finished with a casual shrug.

“Exactly. Makes it even better to know she’ll be able to handle us quite nicely,” Culex butted in, his voice now more eager than before. “Besides, we’ll be departing for Ponyville soon so we’ll be disconnected from the hive for a couple of weeks. By the time we are done here, and miss Cathy here is on her way to the queen, we’ll be halfway to Ponyville. Plus I highly doubt the captain or even the queen would be happy with making any last second changes, considering the fact that we’ve been specially trained to follow our assigned ponies’ behavior.”

Some changelings nodded in agreement, while some weren’t too keen on his reasoning. Chrysalis just smiled and knew under normal circumstances she would haul him off to the dungeons for his devious response. Sadly she knew he was right in certain aspects. Their group was specially trained for months on end to make sure they got their assigned ponies’ personalities to a near perfect match. With how Equestria was running its course, she didn’t have any time to retrain any changelings and had to regrettably withhold her frustrations.

“So you would throw it all away for a quick rut?” one quiet and raspless female changeling spoke up, sounding very much like Chrysalis did with her voice.

“I’m not throwing anything away,” Culex replied with a stern look on his face. “We were chosen to infiltrate Ponyville thanks to our natural abilities and skills. We’ve been loyal to the hive for countless years and I think we clearly deserve a small parting gift before we head off. Is that so wrong?” he finished, his voice overloaded with smug arrogance.

"He's got a point. I know I wouldn't mind a quick tussle in someone's room before we left," Aphius spoke up, causing a few males along with Culex to give her a lusty look. “And since little miss Cathy is looking to get a dicking, I say we take what we can get!”

“You two and your insatiable lust for sex,” Auralius spoke up with disgust as she shifted her eyes between Culex and Aphius. “I don’t approve of this one bit.”

“I could honestly care less about your approval, Corporal,” Culex spoke up, his voice filled with annoyance as he directed it to Auralius. “If you don’t like it, then you can leave. That goes for anyone else who has a problem with this.”

Almost all the changelings present, including Chrysalis herself, were taken back by the comment as a tense silence filled the room. Auralius looked more horrified than any of them, and Chrysalis could tell she wanted to give her superior officer a piece of her mind. Though she was visibly seething and upset, she stayed quiet and wasted no time in leaving her seat, before trotting for the door. Turning her head back to the table, Chrysalis watched a fair amount of others start to filter out. Taking in the conversation as a whole and what she learned, Chrysalis watched the cheerful, and the quiet changeling quickly follow behind Auralius, and while a few notable ones who never spoke followed, four changelings stayed behind. The first two didn’t surprise her, that being Aphius and Culex, while a more notable one that caught her by surprise was Pandinus, and the final changeling was actually the first well mannered male to notice her when she first entered the room.

“Seems you got good taste, Drax,” Culex smugly noted as he focused on the changeling sitting beside Pandinus. “Yet, I’m surprised you’re still here, Pandinus.”

Pandinus took a deep breath.

“You know I don’t approve of this, but I’m not going to turn a blind eye to what is going to happen. As such I plan to stay here and watch over Catharsis. Even with her implied consent on this, I’m going to make sure no boundaries are overstepped,” Pandinus replied, his voice stoic and authortic; a trait that Chrysalis couldn’t help but respect.

“Overstep? I’m as gentle as a ladybug. Well… maybe I’ll break her butt a little bit,” he mused with a chuckle.

“I’d rather not take that chance with you, considering the size difference between you two,” Pandinus replied. "If you do step out of line and harm her, I will report this."

“Fine, do whatever you want. I’ll even be extra gentle just to shut you up,” Culex finished, his expression starting to bear a dark smirk as he leaned forward in his chair and focused on Chrysalis. “As for now, how about we get on with the show?”

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