Gnarl and I wandered the halls of the fortress as the sounds of construction echoed around us. Often we would have to step to one side to avoid scaffolding or minions carrying things to their destination. Despite not being the brightest of creatures they seemed to take to tasks rather quickly.

“I must say Master, it has been a blessing that no minion has taken the position of jester. They always tend to be rather… annoying.”

I rolled my eyes with a smile as another group of minions ran by carrying a chunk of pillar. “I can only imagine.”

We entered the throne room from the far entrance and made our way down the hall. “His role was more of a punching bag anyway. I’m sure you can find another minion to pound should you ever feel inclined.”

“Lookout!” A minion cried from above as the sound of stone falling apart warned of what was to come. I leapt back, making sure to grab Gnarl by the back of his cloak, just as a pile of rock landed where I once stood. Once I had placed Gnarl back on his feet I looked up at the new skylight with a scowl. The minion standing on the nearby scaffolding took one look at me before falling over himself, landing on the pile of stone.

With more minions about I had discovered that I could tell the name of a minion just by looking at them. Not sure why that matters but I suppose it helps when they all look the same. “Grubby! You worthless pile of shit!” The minion shook with fear as I grabbed him by the neck. “Clean this up before I dismember you and feed what’s left to the wolves.” I didn’t give him a chance to respond as I threw him on the ground. Gnarl and I walked around the obstruction while Nightmare Moon chuckled at the display.

“It has been too long since we- or rather, I have seen such an act of brutality. Even in the swamps the residents were rather kind toward each other.”

What’s the point of being Overlord if you can’t enjoy it? Also, what’s with the change in dialogue?

“I figured I should adapt to the new era and have been using your memories to do so. I even amazed myself with how quickly I took to the modern dialect.”

Didn’t you say something about not wanting to look through the memories of a beast like myself? I could tell Nightmare was flushing with embarrassment and anger despite not seeing her myself. It had been a week since I had allowed her to stay in my mind. Since then I had found that I could ‘sense’ her emotions when strong enough. Sometimes I would just know how she felt at the moment while other times I would be given a mental picture of her.

I took her silence as an end to the conversation as I sat down in my throne. Thankfully one of the first tasks that had been done was to fix up the throne so it no longer was a broken stone chair. Now it at least looked regal having been cleaned up as well as adding dark red cushions trimmed with silver to the back and seat of the throne. It’s certainly a lot better but it still needs improving.

“So Gnarl. Where is the next nest?”

“Apologies sire, but we have yet to find out where any of the other nests are hidden. The red nest once rested within a rather fiery part of Equestria but a couple hundred years ago the environment changed. We don’t know where they could have gone now. The greens are rather troublesome as well being that they resided in the hills to the northwest. Add that they are naturally stealthy and finding them is nearly impossible. And the blues just seemed to have disappeared. We know they went far north but beyond that who’s to say?”

I sighed, allowing the side of my head to rest against my hand. “So we’re stuck. Again.”

“For being the Overlord, you aren’t very good at this are ya?” That sneer came from a gryphon as she stepped out from a stairwell between the pillars of the room. The fur that adorned the lion part of her body was dark brown while her front talons and wings seemed to be made of silver and adorned with wicked barbs. The end of her tail was a curved blade made of the same material. The faint coloring around her eyes and at the end of her gray feathers was blood red, giving her yellow eyes an unnatural glow.

I shrugged. “I’ve only been at this for a little over a year. Besides, you’re the one who’s suppose to be out there finding the nests Gilda.”

She growled. “Don’t call me that.”

“Do you seriously want for our sire to call you by that stupid name you made up?” The new voice was that of a sultry female with a slight country twang. I looked to my right to see that a dark yellow mare had walked up next to me. From what I had learned about what constituted as beautiful with ponies, I knew this mare would be getting looks from every stallion she passed. Her cutie mark depicted a pony with a large thorny rose piercing its heart. Her long red mane had been braided simply, tied off at the end with a dark pink bow.

“It’s not stupid! Besides, it makes sense to lose our old names since we aren’t those people anymore.”

The mare rolled her eyes. “Please. You’re just the same as you were before you joined. Takes more than some shiny new claws to be different.”

“You want to see what these claws will do to that pretty face of yours?!”

“Bring it bird brain!”

“Ladies! Please, your both terrors waiting to be unleashed on the world.” My joke seemed to calm the two down for now. “So what’s this new name you want to be called by?”

“Silvertalon.” I sat there waiting for her to say it was a joke but the mare next to me spoke instead.

“See? I told you it was stupid.”

“I must agree. That title is rather bland.” Nightmare Moon chimed in.

I just shook my head as I waved my hand. “Fine, but I’m calling you Talon for short. There’s no way in hell I’m saying that mouthful every time.” The now-named Talon grumbled a bit but otherwise accepted the nickname. “While we’re on the subject, do you want to change your name Bloom?”

The adult Applebloom put a hoof to her chin in thought. “Now that you mention it, I think the name Rosebloom would suit me better now. ‘Specially since my talent has nothing to do with apples.”

“Great, so I just keep calling you Bloom. Makes life easy for me. Now is there a reason you two are here and not out looking for the nests?”

Bloom answered just as Talon was about to. “We’ve been searching around for leads on any strange happenings dating back a year ago but ponies aren’t the best recordkeepers. So far we’ve checked most small towns and we’ll soon be searching cities but those’ll take a while.”

“Anything on our enemies?”

Talon made sure to speak before Bloom this time. “A squadron of royal guards showed up in Murky Bottom a day after you left. They interrogated the ponies there on your whereabouts and set fire to a local tavern. Either Celestia knows more about you than you realized or it was the Evermore in disguise.”

“More likely the latter. I doubt Celestia would authorize such methods of force even if it was to track me down.” I adjusted myself in my seat so that I was leaning back. “It seems the cult is more extremist than I originally thought. Faust’s teachings must not have held up too well after three thousand years.”

“You want me to take care of them?”

I held out a hand. “Don’t bother. They may know about Zecora now but that still is little to go on. She looks like a pony when wearing her cloak so they’ll be looking for me since I stand out.” I stood up and headed toward one of the curving stairways on either side of the throne. “Rest assured, the Evermore are a small nuisance compared to our other threats. What information you find on them will be useful but don’t go out of your way to get it.”

I yawned. “Anyways, I’m getting tired and I have yet to see my newly renovated quarters. I expect you two to be out there searching before I wake up.”

“Yes sire.” They chanted in unison. I grinned a bit as I walked up the stairs. It’s good to be the Overlord.

* * *

I was sitting in the center of Ponyville on the edge of a fountain. It was the middle of the night as a crescent moon sat in the center of a sea of stars. Not a single soul could be seen or heard as if all other life had disappeared. All of this combined made it pretty easy to figure out I was dreaming. Especially when she approached.

“You don’t seem disoriented at all, though I suppose I should expect no less.” I turned to see who it was only to have my jaw drop. It was a human woman and a breathtaking one at that. She had an amazing body; average sized breasts, beautiful curves, stunning blue eyes that glowed in the moonlight. Her tan skin was covered by a dress made of ocean blue that hugged her body perfectly. Her hair, along with her wings, were midnight black and seemed to blow on a wind that did not exist.

“Why are you looking at me like that?” I was unable to respond as my brain was still trying to comprehend this black winged angel. After a few seconds I managed to find my voice.

“N-Nightmare? Why are you…”

Nightmare Moon looked down at herself before addressing the elephant in the room. “Oh this? I figured if I was going to be in a human body I might as well get used to it. I put together some traits of my own form with what I managed to gather about human females from your mind. Is there something the matter with it?”

Before I could speak I felt a small buzzing in the back of my head. I realized what it was but I was too late to react as Nightmare slapped me so hard I hit the ground. When I looked back up her eyes had become the slits I was used to seeing.

“What the hell were you thinking that for?! That’s indecent and wrong and… argh!” She turned around in a huff, her face red with anger. Over the past week, Nightmare had shown to be rather controlling, though she hasn’t crossed any lines yet so I allowed her to have her fun. This was one of those cases where I didn’t feel any need to push back so I picked myself up before trying to explain.

“Honestly you should have expected a reaction like that. I’ve been in pony world for over a year with no human women in sight. Then you walk in looking drop dead gorgeous and not expect me to think a few dirty thoughts?”

I stood there ready to be struck again but instead Nightmare calmed down. “I suppose you are not entirely at fault. I am stunning in every form I take.” She turned back around and put a hand on her hip. “Besides, this is distracting from my reason for bringing you here. This is a dream I created so that we can train.”

I glanced around at the town before looking back at her. “You chose Ponyville?”

“I figured it would be fun destroying this town in the inevitable crossfire. Besides, I-” Suddenly Nightmare stopped and glanced up at the sky. Before I could say anything her body turned into shadow and melded with my own.

“What are you doing?”

“I’m not here!” She hissed. I raised an eyebrow at this strange behavior before looking up at the sky. It was hard to spot against the night sky but a familiar alicorn princess was flying towards me. Within a few moments Luna landed without making a sound.

“Hello Don. How has your dreaming been?”

Well that explains it. “Good. The nightmares are going away and there’s no sign of that disease returning.”

“Excellent. I trust your judgement is sound. My sister wonders how your trip goes so far?”

“So far it’s been a real eye opener to how vast Equestria really is, though all that’s succeeded in doing is making me want to explore it further.”

She regarded me with a smile. “I can imagine. Well I wish I could stay longer and chat but my duty calls. I will check in on you again some other night.” With that she flew off. Once it had been a minute or so I watched my shadow split into two as Nightmare returned to a physical form.

“What did she mean by disease? She wasn’t talking about Star Rot, was she?”

“Yes, but it’s all a misunderstanding. I once had an armband that would replace my dreaming with access to the fortress so I could train my martial and magic skills. Unfortunately Luna mistook this for a symptom of the disease so I had to stop to make it seem like the cure was working.”

“Well that makes sense, though I suppose that doesn’t matter with me in your mind. Unlike normal dreams that are limited only by your imagination, I can limit you to your natural abilities and skills. This way you can get experience fighting and I can teach you how to use my magic.”

“What about Luna though? Her visits don’t have any pattern to them so she could drop in at anytime.”

“I will be able to sense her before she enters the dream. By the time she actually makes it I will have changed the scenery and disappeared.”

“Well than what are we waiting for?”

She crossed her arms and pouted a bit. “I’m waiting for you to stop thinking those thoughts.”

“Then we’re going to be here all night.” I chuckled.

And then I got slapped. Again.

Author's Notes:

So this chapter's kinda short but that's because I wanted everything that happens next to be in one chapter since it will probably end up being rather long.

Also I'm pretty sure Mad Maudlin is a psychic as she made this comment:

Please tell me that NMM is somehow given form as sexy human NMM. Seriously, sexy evil mistresses are basically obligatory for evil Overlord.
And somehow I think Zecora would object to the leather panties and 6 inch heels.