That Time I conquered Equestria... As A Colt

by Timzocker201

The higher They rise, the farther They fall

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Frosty and the CMC sat in their most favourite spot on the schoolyard. The three fillies had huddled close to him again, just as they did every day since the day they formed their herd. Of course, this behaviour earned them some very jealous looks, especially from the other colts in the yard.

Frosty ignored these looks for the most part, as they mattered little to him. If anything, he actually found them to be quite amusing, seeing as most colts in the yard wouldn’t even know what a herd is at this point. There was, however, one look he received that made his lips visibly and involuntarily curl up.

Diamond Tiara and Silver Spoon passed by, talking to each other as they went. However, when they passed Frosty’s group, Tiara glanced over to him and the moment their eyes met, she adopted a very fear-filled look, but also sported a fierce blush and looked away. She tucked her tail tight between her legs and quickened her pace a little, giving Silver Spoon slight difficulty to keep up without trotting.

“Did you notice that we haven’t heard anything from Diamond Tiara for a while now?” Sweetie Belle asked, slightly muffled by Frosty’s chest fur which she was pressing her face into.

“Yeah. Whatever ya told her, Ah think it worked, Frosty.” Applebloom agreed.

“Yep. It seems all it takes sometimes is a good talk.” Frosty said.

‘Or a case of rape with subsequential implantation of a psychic parasite.’

“Heh, yeah. Should’ve tried that sooner. Would’ve spared us a lot of trouble.” Scootaloo piped up, sighing contently into Frosty’s fur.

With three fillies seeking the closeness of his body, radiating their warmth and love directly into him, Frosty, for the first time in decades, felt content. The last few months had been wonderful, in more ways than one, but somehow, it all was overshadowed by the simple—

Frosty suddenly tensed up, as he felt a strange sting coming from somewhere.

‘I’m being watched.’ He somehow knew as if on instinct and immediately scanned the area, though nopony seemed to be particularly interested in him, at least none that he didn’t know about already.

He switched to soul-vision and scanned the area anew and this time, he actually found somepony. Far off, in a small bushline, he saw a lone soul standing and looking directly at him.

‘Huh, standing in a bush and watching foals play in the school yard? Pff, what a perv.’ Frosty thought to himself, but couldn’t help but adopt a devious smirk as he thought of something.

He raised his hoof slightly and gently traced it down Sweetie Belle’s back, while smirking at the unknown onlooker. The result was a barely supressed moan, as well as a blush on Sweetie’s face, which she quickly buried even deeper into Frosty’s chest.

“Pfff, what was that?” Scootaloo chuckled.

“I don’t know. Frosty just ran a hoof down my back and it felt… weird.” Sweetie answered.

“Oh really? Hey, let me try!”

Chuckling lightly to himself, Frosty did the same to Scootaloo, which caused her to react in much the same way.

“Wow. Yeah, that is weird.” Scootaloo chuckled with her muzzle still pressed into Frosty’s side.

With another devious smirk, Frosty glanced back to the bushline, only to see that the pony was no longer there. That was when he suddenly felt another sting… from behind him… and it was closer. A LOT closer.

He whipped around, immediately activating his soul vision, however he saw nothing this time and the sting also vanished as soon as he turned around.

“Frosty? Is everythin’ okay?” Applebloom asked in concern.

“Eh… yes, I just… I just had to shake off a leaf, is all.” Frosty said dismissively, even though his breathing was quickened and his heart rate had tripled.


After school, Frosty joined the CMC in their pursuit to find their Cutie Marks. It was less because he actually wanted to help them – after all, he knew how they would get them eventually – and more because he felt like he should stay close to them for the day.

The encounter – or lack thereof – in the school yard was still bothering him. Not only that, but he has actually felt that same sting throughout the school day, though he could not confirm whether the stalker had really returned or if he was just becoming paranoid. What he did know, however, was that whoever it was that he had found was not an ordinary pony.

They entered the marketplace, where Scootaloo and Applebloom were immediately debating their plans for the day, while Sweetie Belle just meekly tagged along. Frosty, however, didn’t even listen to their conversation. Instead, he scanned his surroundings, his skin shedding more water than the Neighgara Falls and his ears were on a constant swivel, trying to make out any noise that might not fit into the ambience.

It was back.

The stinging feeling he had all day had followed them into the marketplace… and not only that one. It were more this time. Four stings from four different directions. At first he thought that maybe the other ponies in the marketplace were causing that sting as well, but he saw quite a few of them looking at the group and none caused that same sting.

He checked his surroundings with his soul-vision again and again, he saw vaguely pony-shaped figures standing only barely far enough away for them to remain concealed by the crowd, without losing track of Frosty.

He looked around, quickly trying to find some sort of way to get them off their track and the first thing he spotted was a certain gingerbreadhouse at the edge of the plaza.

Frosty subtly steered their group towards the bakery, before yanking the three fillies inside with him when they were close enough. He sped through the building all the way to the back and into the kitchen, where Pinkie Pie was currently making Cupcakes.

“Oh, hey Frosty!” the cheerful mare greeted, unperturbed by their sudden entrance. “What’cha doin’ here?”

“Hey Pinkie, we, uh, we are playing hide and seek, so could you please pretend we aren’t here? And please don’t tell anypony where we are. Seriously, I mean ANY-pony.” Frosty told her.

“Okie Dokie Lokie!” Pinkie chirped, going back to watching the cupcakes grow in their forms, completely ignoring Frosty and the CMC.

“Frosty? Wh-what’s going on?” Sweetie asked anxiously.

Frosty didn’t answer at first, instead looking around and out of the window, making sure that they weren’t followed, before he answered. “We’re being watched. I don’t know why and I don’t know by whom, but we’re definitely being—“ He suddenly stopped, when a cold shudder ran down his spine. They were still being watched… and whoever it was, they were close by.

He activated soul-vision and went out into the café, where he immediately spotted the one that was watching him.

They made eye contact and Frosty decided that it was time to go into the offensive, closing in on the stalker. He was a deep brown earth pony with a white collar and a red tie around his neck. He saw Frosty advancing towards him with a look on him that told pretty much anyone in the vicinity that whoever he was moving towards better had some damn good answers.

The stallion started sweating profusely, trying to look away and somehow become seamless again, but his cover had been blown. Thus, he decided to use the last trump card in his repertoire and make a hasty escape. Frosty was immediately hot on his heels, with the CMC trying to keep up, but slowly being left behind.

The stallion fled into the marketplace, where he hoped to lose Frosty in the crowd. What he hadn’t thought of was the size difference between the two. Obstacles that the stallion had to forcefully push away, Frosty simply evaded or avoided altogether. Ponies who were passing by, who had to be pushed aside by the stallion, Frosty could simply slip underneath.

When they cleared the marketplace, the distance between them had shrunk significantly, however it wasn’t enough yet for Frosty to catch him… if catching him had been his goal in the first place.

They entered the Everfree Forest and immediately as they did, Frosty slowed down and increased the distance between them, activating soul-vision to keep track of the escapee. When the distance between them had increased so much that neither could see the other through normal means anymore, Frosty stopped and smirked to himself.

‘Now off to find their hideout.’ He thought

“Hey! Frosty! WAIT!” Scootaloo called from behind him, as the CMC finally caught up.

He whipped around, looking at them with no small amount of surprise. “What are you doing here?” He asked them. “I thought you stayed at Sugarcube Corner!”

“We were! But you were talking about such strange things and then you just ran out, chasing this strange pony and we… we jus— we didn’t know what else to do!” Sweetie whined, on the verge of crying.

“Okay, but you should really go back. It’s dangerous out—“

Danngerous, yes. Frosty looked around and noticed that they were in the middle of the Everfree. The only thing holding off the monstrosities that lurked within these woods was likely the stench of death that had to be wafting off of him by now. Sending three little fillies on their own through there would be a death sentence.

“Okay, change of plans. You can come along, but you have to stay close to me.”

“Heh, I’ve got no problem with that.” Scootaloo said, immediately rushing to his side and leaning against him.

“Me neither.” Sweetie Belle piped up as well, taking the spot on his other side.

“Me neitherest!” Applebloom chirped, after she jumped on his back and let him piggyback her.

Sweetie Belle and Scootaloo pouted up at their herdmate, mainly for not having thought of that before her. Frosty, meanwhile, was wondering if Applebloom was just remarkably light or if he was abnormally strong for his age, as he didn’t even notice the additional weight on his back.

‘Well… something for another time, I guess.’ He thought to himself, as he ushered his group along to catch up with their stalker.


It had taken them a while, but eventually they caught up with the stallion. However, just before they did, they left the trail and hid themselves in the underbrush. They followed him along for a while, until they came upon a cave, which the stallion was standing in front of. He looked around a few times and when he was sure that he was alone, he suddenly burst into green flames.

‘A CHANGELING?!’ Frosty barely managed not to blurt out, as the brown stallion was suddenly replaced by a black insectoid.

The Changeling looked around a few more times, before turning and vanishing into the cave.

Frosty waited a few seconds before he followed him in, lest he be detected before he could gain any intel. However, that also meant the he had to guess which way the changeling went whenever they came to a junction. Luckily for them, there was only one. It was a three-way junction with the way they came from and another running almost in parallel, while a third went directly ahead from them. It wasn’t hard to figure out, which way the Changeling went.

They followed the path further into the cave, until they suddenly heard voices echoing through the halls. They snuck further, careful not to make any unnecessary noise, all the way into a large cavern, where they found the source of the voices.

A small infiltrator cell had set itself up in the caves. They weren’t many, only around twenty or thirty changelings, but given the unaware state of the ponies, that was more than enough to capture Ponyville, if they wanted to.

‘So why don’t they?’ Frosty asked himself, just as the changeling they were tailing appeared to be reporting to his superior.

“Infiltrator-General, drone Pharynx reporting back!”

“At ease, drone. What is your report?” The General acknowledged.

“Sir, I’m afraid, my disguise has been compromised.”

The General seemed surprised by his report. “Your disguise has been compromised? How did that happen, Pharynx? You’re one of my best agents!”

“I don’t know, sir. I was shadowing the sisters of our targets, when one of their acquaintances somehow noticed me. I tried to blend back into the crowd, but in the end, I had to flee.”

“So be it… well, it seems we’ll have to advance our plans a little then. Do you have any intel on our targets?” The General inquired.

“Yes, sir. Based on my intel, Loyalty and Honesty seem the most capable in combat, so they should be aducted first.”

“THEY WANT TO—HMMPH” Scootaloo and Applebloom blurted out before Frosty could stop them, but it was too late. Every Changeling in the cavern was now looking directly at them.

“Fuck, we better get a move on!” Frosty cursed, dragging the fillies along as he fled down the same way they came from. However, just as luck would have it, another group of changelings came down the entryway just as he reached the junction. Thus, the only choice left for him was to take the other route, of which he had no idea where it led.

They ran through the dark tunnels, the only light being the magic glow of Frosty’s horn as he was levitating the fillies with him. The light barely shone far enough to give Frosty enough time to brake, as suddenly a large ravine came into view and the only way to cross it was a small suspension bridge.

‘Oh bollocks.’ Frosty thought, setting the fillies down, so he could test the integrity of the bridge. The timbers creaked under the weight Frosty put on them, but they held and the swinging didn’t seem too bad.

Deciding that further testing would cost too much time, Frosty sent the CMC ahead, so he could fend off the Changelings if necessary. And necessary, it would seem, as their pursuers came into view, just as they reached the middle of the bridge.

“There! Stop them by all means!” The General shouted.

‘By all means? Oh no, you don’t mean…’ Frosty though, hurrying the fillies along as two changelings started charging their horns and blasted the ropes that held the bridge.

The wood beneath them succumbed to the influence of gravity, as did the foals, as they now found themselves accelerating to the depths, where a small underground river snaked its path through the rocks.

Frosty used his magic to slow the fillies down as much as he could without killing them and realigned their paths, so they would fall into the water.

He finished doing so only moments, before he felt something pierce his back and make its way through his chest. And just as the lights went out, he heard three consecutive splashes behind him.


Applebloom heaved in a big lungful of air as she surfaced again. Had she not screamed throughout the entire fall, she might’ve had a bit more air to spare, but she couldn’t know that back then, couldn’t she? Also, she had other concerns right now. For example: where were—

“Sweetie Belle? Applebloom?” Scootaloo called from almost directly beside her. Applebloom gasped and the two turned to each other, looking at each other in shock, before going down in a giggling fit.

“Yeah, har har, you two.” Sweetie Belle said, as she dragged herself out of the water. They looked at her for a moment, then at themselves. Their furs clung to their skin like barnacles to cloth. Applebloom’s bow had become undone and was now lazily hanging from her mane and Sweetie Belle’s locks didn’t fare any better.

Long story short: they looked awful... so much so that it resulted in another giggling fit that all three took part in. That is, until Scootaloo remembered that they were missing somepony.

“Wait, where is Frosty?!”

Immediately, the giggling ended and all three turned to the water, hoping to see him crawl out, just like they did.

They waited and waited and waited and then waited some more, but no Frosty as far the eye could see. That is, until they heard wet coughing from a few metres upriver. They pushed through the darkness that surrounded them, only a few luminescent mushrooms shedding some light.

They came upon the broken remains of the suspension bridge they had fallen from and searched the immediate area. However, none of them could find their friend. That was when another wet cough drew their attention to one of the surrounding stalagmites, atop which they found what they had hoped never to see.

Frosty had been impaled by the sharp rock, the bloodied tip sticking out through his chest. His eyes were closed with him only barely drifting on the rim of consciousness, so he didn’t notice the three fillies until Sweetie Belle called out to him.

“Frosty!” She cried, utterly shocked by what she saw. Frosty opened his eyes slightly and, as he saw them, wheezed out a single order.

“Run!”

“But Frosty, what about—“ Sweetie Belle said back, just as Frosty threw his head back in pain.

A weird, black fog oozed out of both sides of his wound, coating the floor around him and slowly creeping towards the three fillies. His eyes flew open again, devoid of any white and with a red dot floating in place of his pupils, as he screamed at the CMC. “RUN YOU FOOLS!”

They didn’t have to be told twice. The fillies turned around and ran as fast as they could, barely faster than the fog spread out. Dead fish drifted to the surface of the river, as the fog covered it, only to immediately turn into ash. Insects, mushrooms, bacteria, everything living that touched the fog was immediately devoured by it.

As the fog spread, Frosty’s wound slowly closed, pushing him upwards on the stalagmite. When he reached the tip, it broke off, sending him falling to the floor. The spreading stopped and reversed as the wound fully closed, pushing out a few last bits of rock. For a few moments, Frosty just lay there, taking a few heavy breaths, before getting back to his hooves.

Upon doing so, Frosty looked up, directly into three terrified faces.

‘Oh bollocks.’ He thought.

“Yep, I’m a Necromancer. Now you know.” He stated, not knowing what to do now – and he didn’t have to, as he was suddenly tackled by a crying Sweetie Belle.

“I told you not to do that again!” She cried into his fur, the other two joining her and shedding their combined relief directly into Frosty’s chest.

“Wait… you’re not afraid?” Frosty asked in surprise. He thought that the three would be just as xenophobic as the rest… but maybe there was hope after all?

“Why would we? This is awesome!” Scootaloo sniffled with a smile.

“Heh… yeah, it actually is.” Frosty agreed, but his smile fell quickly as he realized something. “But you can’t tell anypony else, understood?”

“What? Why?” Applebloom asked.

“Because… from what I gathered from miss Twilight’s books, sending me to the moon would be the mildest thing they would do to me…” Frosty implied.

“What?! But that’s not fair! You’re not an evil pony!” Sweetie protested.

“The world isn’t fair, my dear. Don’t worry, I’ve gotten along well enough without anypony else knowing. As long as you three are by my side, I don’t need anything else anyways.” Frosty smiled at them and they returned the smiles. “Now, let’s get out of here, okay?”

“But how? We can’t get back up an’ we don’t know where we are!” Applebloom pointed out.

“Actually, I think I do. If I’m correct, this should be the source of the Ponyville River. So, all we have to do is follow it downstream and we should reach Ponyville at some point.

The CMC looked at each other for a moment, gave each other encouraging smiles and nodded their agreement.

“Alright then, let’s go.”


“Sergeant Keen Eye and Private Quick Shot reporting in, your Highness!”

Princess Celestia sat on her throne, working her way through a tower of papers, while the two Guards stood before her. “At ease, Sergeant. I take it you have news from the Whitetail Woods?”

The Sergeant rubbed his foreleg uncomfortably. “Err, yes and no, your Highness. The news are that there are no news. The strange circle has remained undisturbed for a whole week now. Even the animals seem to avoid it at all cost. Whatever it is, it cannot be natural.”

“That was out of the question from the beginning, Sergeant. Have you found any more trails?”

“No, your Highness. No matter how many times we searched the area, there is only a single trail, leading from the middle of the circle directly out of it.” The sergeant answered.

“Maybe, whatever created the circle was summoned there?” The young private cut in, making the Sergeant quickly hush him.

“Please excuse him, your Highness, he doesn’t have too much experience yet and—“

“I don’t know what you’re apologizing for, Sergeant. This is a very strange phenomenon and a summoning might very well be a possibility…” Celestia trailed off, as she – coincidentally – pulled a report on the incident at the Best Young Fliers Competition from the pile. “… maybe not summoned, but fallen?” she muttered.

“Your Highness?”

“During the Best Young Fliers Competition, a young colt jumped to the rescue of an athlete, but didn’t return to the clouds. Instead, he apparently fell into the Whitetail Woods without a parachute.” The sergeant winced as he heard that. “My student and her friends apparently knew the colt and immediately went down searching for him. They found him, though strangely unscathed.” Celestia finished, taking a short pause.

“I will immediately send a letter to Twilight. Sergeant, have all the guards in Ponyville be on the lookout for any strange behaviour from a colt with an entirely white appearance, who is generally seen around a group called the ‘Cutie Mark Crusaders’. Apparently they already have a reputation, so there is no need for further details.”

“Yes, your Highness!”


Author's Note

So, now the CMC know Forsty's secret. And there's Changelings. what do you think the guards will do once they hear of that?

Also: Deleted Scene. (When they were hiding at Pinkie's)

He jerked around, to see what was going on and the sight he got was one straight out of the worst nightmares.

Behind him, there stood Pinkie Pie. Her mane hung down and she wore the most psychotic smile one could ever imagine. In her right hoof, she held a knife, lifted above her head and ready to strike.

“Time to make Cupcakes.~” She sang in a disturbingly distorted form of her voice.

And the knife went down.

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