Cordyceps militaris is an entomopathogenic fungus that forms its fruiting body. The gene expression change in C. militaris and silkworm larvae were analyzed using RNA-seq to investigate the relationship of C. militaris with the host, silkworm larvae before the death by mycosis. At 144 h after the injection of C. militaris conidia, genes encoding proteases, protease inhibitors, and cuticle proteins in the fat body of silkworm larvae were upregulated, but genes encoding lipoproteins and other proteins in hemolymph were downregulated. On the other hand, at 168 h after the injection of C. militaris conidia, genes encoding amino acid and oligopeptide transporters and permeases in C. militaris were upregulated, suggesting that C. militaris may use peptides and amino acids in silkworm larvae as a nutrient to grow in vivo. Additionally, one gene cluster composed of genes putatively involved in the degradation of phenolic substrates was also upregulated. The addition of 4,5-dichlorocatechol, an inhibitor of catechol 1,2-dioxygenase, inhibited the in vivo growth of C. militaris, Beauveria bassiana and Metarhizium anisopliae.These results also suggest that the expression of the gene cluster may be crucial for the in vivo growth of C. militaris and entomopathogenic fungi. This study will clarify how C. militaris grows in insect hosts by avoiding host's immune systems.