A Wolf in Sheep’s Clothing
By Dee Pad
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Bonus Chapter 6: Exhaustion

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The brisk chill of the late-autumn air had, for some reason, vanished unexpectedly, but it was not due to abnormal weather patterns or the weather pegasi not doing their jobs. On the contrary, today's schedule called for no wind and clear skies. The sun spread its warming embrace all across Ponyville, melting the minute layers of frost that had been forming on everypony's windows as of late. It was almost as if the season had begun anew, starting at the beginning for some unknown, arbitrary reason.

Of course, the townsfolk weren't complaining. The mild nip in the air made outdoor activity slightly less tolerable and, on days like that, most people only went outside if they absolutely had to. Though not completely intolerable, it was a small inconvenience to have to throw on a scarf or insulated saddle just to pay a trip to the grocery store or visit a friend. But nopony had to worry about that today, or the next week or so for that matter. Sunshine and still air was in the forecast for a while. Why? So everypony could aptly prepare themselves for the upcoming event.

Many ponies had gathered at the park in Ponyville, stretching and exercising in preparation for what was planned next week. Several were just out for a light jog while others trained their bodies more rigorously with weights and other equipment. An oval track was outlined in one flat area of the park and was maintained all throughout the year should anypony wish to use it. Perfectly drawn, white lines ran around the length of the course to mark the racers' lanes, but only one pony was occupying the track at the moment.

Winter Maple stood at the starting line, crouched down and wiggling her flank in the air like a cat preparing to ambush its prey. Upon her face was a determinate smile, an expression that showed she was serious but excited all the same. Her beloved changeling partner stood at the sidelines holding a small stopwatch with his ethereal aura, ready to begin at a moment's notice. He kept his eyes firmly affixed to the eager pegasus, awaiting her signal. Through the corner of her eye she looked in his direction and gave a quick nod. Shade nodded back and lifted the stopwatch.

The instant Shade clicked the button to start the timer, Winter bolted off the starting line. Shade watched with a proud smile as she rounded the first turn, his eyes never straying as he carefully observed her performance. However, he found it much easier to track her as she began her approach toward the second turn. The changeling's smile faltered slightly and he raised his eyebrow in confusion. It was taking her twice as long to get around the second bend. As Winter closed the distance to the finish line, Shade watched as a haggard pegasus shambled through the last few feet, reaching a hoof out before collapsing to the ground, her leg barely missing the line.

Winter lay on the track, her tongue hanging out, her wings lying limp and panting with exhaustion. "How...was that?" she wheezed.

Shade, his eyebrow still raised, looked at the stopwatch. With a sigh and a shake of his head, he set the watch down. "I don't think your time is relevant here."

The exhausted pegasus managed to weakly prop herself up into a sitting position. "What do you mean?"

He stared at her and blinked. "You barely ran one lap and you're already completely worn out."

Winter groaned with exasperation and let herself drop to the ground again, rolling over onto her back and staring up at the clear, blue sky. "I know. I guess I was so excited about The Running of the Leaves that I didn't take my physical condition into consideration. I suppose I could be in better shape."

"You fly around all day and you never really seem too worn out," Shade pointed out.

"That's because I'm flying. My wings are fine, it's my legs that don't get much exercise."

Shade thought back for a moment about something Winter had regaled to him months ago. "Didn't you escape from a swarm of changeling larvae before? How'd you manage that?"

Winter shrugged weakly. "Adrenaline? I was literally running for my life, I didn't exactly take the time to think about how my body felt."

"So what do you plan to do then? The Running of the Leaves is in a week. You think you can get yourself in shape before then?"

Winter, her heartbeat returning to normal and breathing more controlled, stood back up onto her hooves. "I don't know, probably not. A week isn't really a lot of time to prepare for something like that." She breathed a regretful sigh. "Guess I should've thought about this a long time ago and started training a couple of months early."

Winter looked at Shade with a determinate smile. "Of course I am. It's been my dream since I was a little filly to participate in The Running of the Leaves, I'm not going to wait another whole year. I'll just have to...try my best I guess. That's really all I can do."

The sound of flapping wings alerted the two to the presence of another pegasus touching down next to them with a somewhat smarmy grin creasing her cyan muzzle. Rainbow Dash ran a hoof through her mane confidently. "Yeah, giving it your all is all well and good, but don't get your hopes up about winning. That first place award's got my name written all over it."

Winter didn't seem at all bothered by Dash's boasting and responded with a light chuckle. "Well, I never really expected to actually win. I'm happy just to be competing."

Rainbow Dash draped a hoof over Winter's shoulder with a cocky smirk. "That's good. Guess that means you won't be disappointed then. Heh heh."

"What makes you so confident?" asked Shade. "You're the best flier in Equestria. This is a hoof race."

"What, you think just because I'm a good flier means I can't be a good runner? I don't know if you've noticed, but I'm pretty athletic all around." Rainbow Dash punctuated her defense by performing a series of impressive flips with her wings tucked firmly at her sides. "I got agility and stamina for days."

Winter enviously watched as Dash displayed her feats of athletic prowess to everypony in the area, earning the cyan mare some light applause. "Even if I don't care about winning, I still want to be at my best for the race. I want to have the endurance to at least finish."

Rainbow Dash tapped her chin in thought. "You know, what you need is a training regimen. An intense exercise program to get in shape in very little time."

The ivory mare stared at Rainbow Dash with wide, eager eyes. "And you could whip me into shape?"

Dash paused, slightly befuddled. "Huh? Me? Are you kidding? If I trained you, you might actually become a threat to me during the race. I ain't training the opposition." Winter's ears fell flat and she looked away, dejected. Rainbow Dash grimaced, a twinge a guilt in her brain, and glanced at Shade who wasn't exactly giving her a pleasant look. "Well, maybe we can arrange for somepony else to train you. A professional."

Winter perked up again, her face filled with curiosity. "A professional trainer? You know somepony like that?"

The prismatic pegasus nodded. "Yup, and I'm sure he'd be more than willing to lend you a helping hoof. Actually, he's probably around here somewhere. I'll go look for him. Wait right here." Spreading her wings, Rainbow Dash took to the air and began to survey the area for her target.

Winter looked over to Shade once more who was passing her a proud smile which she excitedly returned.

"I guess there's reason to look forward to the race after all, huh?" Shade said.

"I'd be looking forward to it anyway. I'm excited to be a part of it, but if I can actually do at least decently well then that's a nice bonus."

It always warmed Shade's heart to see Winter in such high spirits. It wasn't often she got this excited about something, but when she did, her enthusiasm turned out to be pretty infectious.

"Hey, listen," Winter said, stepping closer to Shade, "I like having you here for moral support, but why don't you go on home. I think I'm gonna be here for a while. I'm sure there are other things you'd rather be doing than watching me run myself ragged."

Winter nudged him playfully. "I gotta focus on my training. I can't have you distracting me with your loving nature and supportive words. Go home."

Shade couldn't help but chuckle as Winter continued to shove him away jokingly. "Alright, I can take a hint. Just don't push yourself too hard, okay?"

Shade gave his loving pegasus a quick kiss and, with a buzz of his wings, took off and made his way back home, leaving Winter behind to wait for Rainbow Dash to return. Admittedly she was a tad nervous about having a professional trainer. No doubt whoever this pony was was going to put her through some rather rigorous exercises. Whether or not her body could handle it was still up in the air, but she wasn't about to wuss out.

Winter heard the familiar voice of Rainbow Dash call out from behind her. The other pegasus was making her return on hoof which struck Winter as kind of odd. Maybe the professional was an earth pony and she was walking back with him. That would make sense considering she was looking to work out her legs and thus her wings would be left out of the equation entirely. It wouldn't make any difference what race the trainer was.

It wasn't until Winter caught sight of the trainer himself that her eager smile vanished and a sudden pensiveness began to overtake her. Trotting with purpose behind Rainbow Dash—her body doing nothing to obscure him from view—was an enormous, white stallion with herculean muscles. The guy looked more like an ox than a pony. As they got closer and his features became more distinct, Winter could observe his blonde, crew-cut mane, a pair of piercing, red eyes and a cutie mark depicting a large dumbbell, not to mention every minute detail in his beefy muscles. It wasn't until the two stopped in front of Winter that she even noticed that this stallion was, in fact, a pegasus. She failed to notice his wings from a distance, probably because they were no bigger than that of a foal's and completely disproportionate to the rest of his body. Could he even fly with those wings?

Rainbow Dash couldn't hide her smirk as she observed Winter's dumbfounded reaction to seeing the hulking behemoth of a pony. "Winter, this my good friend Bulk Biceps. He's going to be your personal trainer in preparation for The Running of the Leaves."

Winter gulped audibly as she looked up at the stoic expression on the stallion's face. "It's, um...nice to meet you." She cautiously extended her hoof in hospitality.

Bulk Biceps received and shook enthusiastically. Winter felt like shock waves were rippling through her body from his forceful shake as if she were a piece of wire. "Pleasure's all mine!" the gargantuan pegasus bellowed in her face, causing Winter to wince as if she had suddenly been assaulted by a freak gust of wind.

She took a moment to readjust her mane and wipe the spit off her face before speaking again, if only to make sure her eardrums hadn't ruptured. "So...he's going to be training me?" she asked with more than a touch of trepidation.

"I know what you're thinkin', but he's actually a real nice guy," Rainbow Dash affirmed. "Not to say this isn't gonna be an intense workout for you. I mean, you don't get to be like this..." She prodded Bulk's massive and taut shoulder. "...by playing hopscotch and jumping rope."

Winter brushed the nervous sweat from her forehead. "Well, I'm not really looking to be...like you. I just want to work on my stamina so I can run longer without getting tired too quickly."

"Right then," Rainbow Dash said, flaring out her wings. "I'll just leave you guys to it. I gotta get ready for the race myself. Can't have you gaining ground on me, right?" She gave Winter a teasing nudge and chuckled before turning back to Bulk. "Go easy on her, dude. We don't want her to wind up in the hospital."

With more force than what was probably necessary, Rainbow Dash rocketed off into the air and went about her own business as usual, leaving the two, white pegasi behind.

Winter once more gazed up into the bright-red eyes of the behemoth stallion. Though she was blatantly pensive about her upcoming trials, she was still having some difficulty reading his expression. He stared back at her with a stern, yet somehow vacant, gaze, one that made her nervous, but also a little amused, like looking at a child trying to act grown-up. A child who could easily crush her if he lost his balance.

Bulk inhaled a long breath through his nostrils. "Laps!" he yelled with the force of a small and humid gale.

Winter rubbed her poor ears. She began to wonder if a trip to the hospital was inevitable even without exercising. Bulk stepped up to the start line of the race track, getting into a ready position. "You gotta work through the pain! Show pain who's boss!" He bolted from the start line and barreled around the track like a loose freight train. Winter was surprised that his small hooves didn't shatter under the force and weight being applied to them. After just a few seconds, Bulk completed a whole lap and skidded to a stop next to Winter. "Now you!"

With a hesitant gulp, Winter positioned herself at the start line as she did before, not putting the determinism into her stance that she had earlier. Though she had caught her breath, her hooves still pounded from her first attempt. It wasn't likely this time was going to be any better. But true to her dedication, she ran. Bulk watched analytically as she rounded the first turn, but, just as she had earlier, Winter's pace slowed dramatically throughout the second half of the lap. As she laboriously shambled back to the starting line, she once again fell to the ground, panting and sweating like she had just run a marathon.

Bulk wore the same puzzled and mildly disappointed expression that Shade had when he witnessed her performance. He steeled his gaze and bent down to the prone mare. "It's too early for a break! You gotta show more hustle!"

"I'm hearing a lot of quitter talk! You gotta get back up and own that track! Let's go!"

A hoof prodded Bulk's flank from behind, eliciting a surprised and very feminine shriek from the muscular pony. He spun around in shock, almost falling over in the process, and ducked behind Winter's prone form. Winter looked up to see exactly what it was that would cause such an uncharacteristic response from such a burly stallion. Another pegasus mare stood there, coat of light-gray and a blonde mane. She glared harshly at Bulk Biceps with her golden eyes—or at least one of them; the other was staring off into the sky.

"Derpy! Don't sneak up on me like that!" Bulk whimpered, his voice having dropped to a more tolerable level, though still fairly loud by the average pony's standards.

The wall-eyed pegasus continued to glare sternly at the stallion. "How many times do you need to be told, Uncle Bulk? Yelling doesn't do anything to motivate people, it scares them."

Winter managed to return to her hooves and kindly backed away from the pair of arguing pegasi. Bulk Biceps almost looked like a cowering foal being scolded by his mother for misbehaving. And for Derpy of all ponies—known throughout town for being both kindhearted and very accident prone—to be the one to deliver the scolding was more than a little unexpected. Winter watched in stunned silence as Bulk continued to shrink under Derpy's corrective words.

Whimpering like a small puppy, Bulk looked Winter in the eyes and spoke so quietly she could barely hear him. "Sorry."

Satisfied with her work, Derpy's scowl vanished instantly, replaced very quickly by a happy, unimposing smile. She looked at Winter and giggled. "Sorry about that. He really is a nice guy at heart, but when it comes to fitness, Uncle Bulk can go overboard occasionally. He just needs to learn that you have to tell people that they can do something rather than forcing them."

Winter's eyes darted between the two of them, one particular word that Derpy had mentioned a couple of times sticking in her mind. "Wait, Bulk Biceps is your uncle?"

"Uhh..." Winter took a moment to think, sizing up the pair side by side, eyes going from Derpy to Bulk, then back again. Several times. The more she compared the two, the more different they seemed. The only thing these two appeared to have in common was the dopey grins they were both wearing. "Sure?"

"I guess I can try taking things a little easier from now on," Bulk muttered, clearly putting a lot of effort into keeping his voice down.

"That's okay, Uncle Bulk," Derpy said kindly as she pat his beefy shoulder. "Just try and remember that this time." The golden-eyed mare looked at Winter quizzically for a moment. "What's this all about anyway? You training for the Running of the Leaves too, Winter?"

A smile returned to Winter's face. "Yeah. I've been eagerly anticipating the race since I moved to Ponyville. It's something I've always wanted to do. What about you? Are you participating?"

Derpy chuckled and shook her head modestly. "Oh no no, I'm not joining in this year. Even if I prepared all year, I don't think I'd perform well. I've always felt like I have four left hooves. And two left wings for that matter. I'd probably spend more time with my face in the dirt than actually running. But if you want I can cheer you on from the sidelines."

Winter laughed at her offer. "That's nice of you, but you'd be better off cheering for somepony who actually stands a chance at winning."

Winter shook her head. "Not by a long shot. The only reason I'm getting help from your uncle is to reduce the chance of me passing out from exhaustion in the middle of the race."

Derpy frowned at her response. "Well that's not a very good attitude to have. If you want to win you need to have confidence and stay optimistic."

"Actually I have no interest in winning. I just want to be a part of it. That's good enough for me," Winter said with a soft smile.

"Oh. Well, in that case, go nuts. And have fun!" Derpy looked up at Bulk Biceps who had been sitting quietly the whole time as if waiting until the grown-ups had finished talking. "I guess I'll get out of your way then. You two have work to do. Just don't get all crazy again, okay?" she added, poking Bulk firmly. He gave a silent salute in response. With a smile, Derpy bid Winter farewell, leaving the two white pegasi to continue their training session.

Winter looked up at the musclebound giant beside her with an eager grin. "Should we pick up where we left off?"

A tiny, yet determined, smile returned to his face and he took a deep, sharp breath. "YEEEAAAH!"

The kitchen of Shade and Winter's abode was filled with the bubbling sound of boiling water as steam rose up and dispersed itself across the ceiling. The changeling himself stood at the stove, watching as the pot of water atop it gradually increased in temperature. A small scrap of paper floated near his head surrounded in a vivid, green aura. Shade consulted the paper for a moment, taking in its carefully laid out instructions. He levitated a small thermometer into the boiling water and waited, watching as the dial inside moved to inform him of the current temperature of the water. Shade nodded his head, seeing that it was just about right and ready to proceed with the next step.

However, Shade's plans were interrupted by the sound of the front door swinging open and the heavy panting of his exasperated lover as she finally came back from her workout. Silently looking her over, Shade immediately noticed how disheveled and damp with sweat her mane had gotten, not to mention that her knees were visibly shaking. It had been a little over three hours since he had left her to her training. Three hours straight of rigorous exercise? No wonder she looked so drained. Without saying a word, Winter hobbled over to the couch in the living room and unceremoniously plopped herself onto it, letting out a sigh that sounded equally pained and relieved.

Winter propped her head up onto the arm of the couch to look at him. "I feel like...*huff*...I'm walking on four towers of jelly."

Shade frowned, concern showing in his expression. "It was pretty rough, I take it."

"The worst part...*huff*...is that he was taking it easy on me." Winter paused to take another deep breath. "I'm not cut out for this kind of thing."

Shade tried to put on a reassuring smile. "Maybe you'll feel better after you have something to eat. I heard somewhere that a lot of athletes eat spaghetti when preparing for a race, so I thought I'd try and make some for when you got back."

With that signal, Shade turned the heat down on the pot, leaving it at a simmer so he could console his knackered girlfriend. He took up a seat next to her on the couch. "You don't have to torture yourself like this, Winter. Winning this race can't be so important that you'd risk seriously hurting yourself, can it?"

"It's not about winning!" Winter exclaimed with a hoarse voice. "This is just something that I...have to do."

Winter's eyes met Shade's. She had told him about it briefly a long time ago, back when they were first dating. It seemed like such a simple dream to have, yet Shade could clearly see just how passionate she was about it. He had poured his heart and soul into telling her everything about himself and the dreams he had. The dreams that were crushed and the dreams that he fulfilled. It was about time to get her point of view.

"Why is it your dream to run in The Running of the Leaves? What was it that made you decide that that's what you wanted to do?"

Winter turned away from him, laying on her side and staring off into space. "Because of my cutie mark."

Shade took a brief glance at the red maple leaf adorning her flank. The connection to The Running of the Leaves was easy to make here, the question was: why did she have such a cutie mark if she had never participated before?

"Both of my parents worked at the weather factory in Cloudsdale for years, before and after I was born. So it's easy to see how I could be inspired to work there myself."

Winter nodded weakly. "Yeah, but that was when I actually had a paying job there. That was only a year ago. I interned on and off at the factory for a while too, trying my hoof at different positions to see what I enjoyed and what I was good at. As it turned out, I wasn't good at much. I tried making snowflakes, but I was too clumsy and ended up breaking them most of the time. "I tried creating rainbows, but couldn't properly mix the colors, so that didn't go well either unless you like brown rainbows. I got zapped by storm clouds, tossed around by high winds, and battered by hail stones."

The slightest hint of a smile tugged at the corner of Winter's lips. "You'd think so, but no."

"See, no matter how much went wrong, I was always eager and willing to move onto the next task. Failure never held me back from trying and I always approached the next task with enthusiastic optimism. Even in the face of my dad's lectures."

Shade thought back to his first encounter with that infuriating stallion. How anypony could have the willpower to put up with him was beyond his comprehension, but he respected Winter all the more for doing it.

"I spent a lot of my time with preparations for the coming winter. It's always been my favorite season and not just because I share my name with it. Because it's pristine and pure and beautiful. I've heard a lot of people liken winter with cruelty with how it kills the plants and forces the animals to take shelter, but I see it as a new beginning, the start of something fresh and new as it leads up to spring, like remodeling your house. You strip everything down, even though you put a lot of effort into it before, but it looks even better when you're finished."

Shade nodded knowingly, recalling the words she had said to him several months ago when they were first getting to know one another. "And it was that dedication that earned you your cutie mark, right?"

Winter was wearing a blissful smile, clearly lost in her memories. "Mm-hmm. I'll never forget that day. It was one of the only times my dad ever said that he was proud of me. I mean, I know he's always proud of me—he's my dad after all—but it's something else to actually hear him say it. That's the little blessing with having a father like him; you don't hear a lot of praise from him, but when you do, it's so much more meaningful."

"Everything really. If my 'talent,' as it were, is my dedication to the transition from fall to winter, then I need to run in that race. The Running of the Leaves is perhaps the most important part of that process and that's why this is something that I have to do and why waiting 'til next year is out of the question."

Winter managed a quiet giggle. "Yup. And if I'm gonna keep up, I gotta take care of my health, including a hearty diet. Think you can get back on the spaghetti? It's sounding pretty good right about now."

Shade hopped off the couch and made his way back to the kitchen to tend to the simmering pot of water. "You got it."

The commotion around the town limits was enough to attract the attention of anypony, even if they had no idea what was happening today. The grand event that everypony had been preparing for the past week was finally upon them and each and every one that intended on participating was present and accounted for in addition to the slew of spectators and supporters. Many of the participants were stretching their legs and psyching themselves up for the big race. It wouldn't be long now.

Shade had to watch everyday for the past week as his beloved partner ran herself ragged in preparation for The Running of the Leaves, coming home each evening damp with sweat and on the verge of passing out. Even after hearing why she felt the desire to do this and just how committed she was to it, he still found himself wondering if it was really going to be worth it in the end. He had attended her training sessions on a couple of occasions to see how well she was progressing only to watch as she stumbled and staggered about like an overworked mule. He wouldn't say it out loud, but her chances weren't looking good.

Not far in the distance, Shade could see the primary location of the race: Whitetail Wood. In the spring it just looked like a normal forest with a dirt path running through it, but at this time of year it almost seemed to glow with vivid reds and oranges, and the cascading waterfalls flowing down from the high, rocky hills around it only accented its beauty. It was far more beautiful than the Changeling Kingdom to be certain.

Shade stared toward the starting line of the race where all the racers were making their final preparations. He managed to pick out Winter from the crowd, having a last minute chat with Rainbow Dash. "How do you think she'll do?" he asked the gray pegasus standing with him.

Derpy had been present for several of Winter's sessions as well, mostly to keep her uncle in line in case he got a little too excited. She looked over to Winter with an unsure expression. "I don't know. She has been making a little progress I guess. She managed to run a full lap before she got worn out yesterday."

That essentially meant she was twice as good as she was when she started, but that didn't ease Shade's mind much. "The track is a mile long. One lap isn't even a tenth of that distance. I'm worried about her well-being of course, but I think I'm even more concerned that she's going to be disappointed in herself. I mean, I support her with all my heart, but, let's face facts here, she's not going to win this thing. What if this really hurts her self-esteem?"

Derpy shrugged. "I guess we won't know until it's over. Besides, if she starts beating herself up over it, you'll be there to cheer her up, right? I think being her boyfriend gives you that obligation."

Shade chuckled at her comment. "Yeah, I suppose it does. And I'll do my absolute best to make sure she gets over it if that turns out to be the case."

Derpy giggled cutely. "Good. Look, I'm gonna go give some of my friends a little pep talk before the race. Wish Winter luck for me, 'kay?"

Going in separate directions, Shade and Derpy dispersed and the changeling made his way over to Winter. Despite the nervousness she had displayed on the way over here, she looked surprisingly carefree and eager. Rainbow Dash had stepped away and gone to talk with other friends, leaving Winter to smile fondly at the approaching changeling.

Winter took a deep, calming breath. "A little, but I think I can push past it. It's hard to believe the big moment is finally here, you know? I've been waiting for this day my whole life and now I'm finally doing it. It's making me kinda anxious."

"Well, I just want you to know that, no matter how this turns out, you'll always be number one in my heart."

Winter delivered a light punch to his shoulder and groaned loudly with a roll of her eyes. "Come on, don't get all cheesy on me. You're better than that."

The voice of Ponyville's mayor rang out over the crowd, amplified by a megaphone and grabbing everypony's attention.

"Your attention, everypony. The race is about to begin. All racers are to approach the starting line and spectators are asked to stay clear of the track. I repeat: the race is about to begin."

Winter gave Shade a quick kiss and began to make her way to the starting line. "Okay, I gotta get going. Wish me luck."

With a brief flap of her wings, Winter covered the remaining distance to the starting line and joined up with the other racers, taking up the position that had been assigned to her, indicated by the number taped to her flank, sixty-seven.

"Racers ready!" The mayor called out when each participant had taken their positions.

Winter breathed one more deep breath before leaning down, preparing for the race to finally start.

The race hadn't even started yet, but Winter's heart was already beating out of her chest. Whether it was anxiety, excitement, adrenaline, or some combination of the three she just couldn't tell anymore. All she knew was that her dream was about to come true.

In contrast to the earlier goings-on within Ponyville—the crowd of loud spectators and excited athletes—the town had now gone quiet. As the sky faded into orange, the air became dead silent with no sign that anypony had been there all day, with the exception of the thousands of fallen leaves that littered the ground around Whitetail Wood, the result of the stampede of ponies that had passed through recently.

Now, though, only one individual remained there, sitting underneath an almost-bare tree—only one leaf remained clinging to its branches—and eyeing the banner that hung above the finish line of the race. Shade shivered as he waited patiently. With the day reaching its end, the usual autumn chill was making its return. Not enough to be uncomfortable, but definitely noticeable even without any wind. The changeling inhaled the crisp, evening air. With the mild concern that lingered in his mind, the cool air circulating through his lungs was a refreshing sensation. Considering how long he'd been waiting, that concern was beginning to weigh more and more heavily.

A minute, almost indiscernible sound diverted his otherwise unoccupied attention. Were it not for the absolute silence in the air, Shade most certainly would not have noticed the soft sound of hooves clomping slowly through the dirt. It eased Shade's mind when he caught sight of a bedraggled pegasus laboriously lumbering her way out of Whitetail Wood

Exerting an enormous amount of effort given what little energy she had left, Winter slowly and painstakingly forced her hooves to carry herself forward, albeit at a snail's pace. Her crimson mane was soaked with sweat and matted to her face and she hadn't even enough energy left to keep her wings folded against her sides, instead hanging limply beside her. She was in an absolutely pitiable state, but Shade couldn't help but smile. He continued to watch from the sidelines as she gradually closed the gap on the final stretch to the finish line. She staggered slightly just mere feet from the line, but, through sheer force of will, managed to keep her balance and keep moving. She lifted her hoof up as if it weighed more than her body on its own, let it fall heavily on the scuffed, white chalk of the finish line and promptly collapsed onto the dirt.

Shade breathed a sigh a relief and casually rose to his hooves to make his way over to the fallen mare. Seeing her reduced to a wheezing pile of sweat and dirt wasn't exactly a pleasant thing for him to see, but he couldn't help but smile proudly with a touch of sympathy. Winter's eyes turned up to meet his and a small, satisfied smile graced her tired lips.

Shade chuckled softly, trying not to make it sound patronizing. "Dead last. Sorry."

Winter rolled her head around and eyed the surrounding area curiously. "Where...*huff*...is everypony?"

Shade leaned down and lifted Winter's hoof over his shoulder, helping her get back to her hooves and leading her over to the tree he'd been waiting under. "They all went home. The race ended an hour ago."

When the pair reached the tree, Winter plopped her flank down into the dry golden grass, still leaning against Shade so she wouldn't fall over. "I guess...I did take a...a long time. At least...someone waited for me." She rested her head gently against Shade's neck.

The changeling wrapped his hoof around her shoulder and held her against him, paying no mind to how damp her coat was. "I'm sorry it had to turn out like this, Winter. I know how much effort you put into preparing for this. I just want you to know that I'm here for you if you need some cheering up."

Shade glanced down at the softly smiling face of his favorite pegasus. Despite the tremendous loss she just endured, she still managed to wear her optimism proudly.

"You still don't get it, do you?" she said quietly with a poke to his chest. "I told you before that this was never about winning. Heck, throughout this whole week I've had a chance to size up the competition. I had no doubts that I was going to place dead last."

"Then...why did you still go through all this? You knew you were setting yourself up for failure."

Winter sighed with mild irritation. "How many times do I have to say it: it's never been about winning. You know when I told you how no matter what I tried at the weather factory I always screwed it up? Well, despite that I still moved on to the next thing with what I suppose was oblivious optimism. If I had just given up because I knew I was going to do poorly, then where would I be today? Nopony ever got anywhere without trying. Besides, this hasn't even been about the competitive part of The Running of the Leaves. The only reason I trained for this was to make sure I could actually do it. My goal was simply to reach the finish line. I don't feel like I have to validate my cutie mark by winning the race just because it's the most important part of the seasonal transition. I'm proud to simply be a part of it. I never got this chance growing up in Cloudsdale. And come on, how many ponies can honestly say that they lived their dream? That's a big deal." Winter glanced around at all the leaves that littered the ground and her lips curled into a frown. "It's a little disappointing that all the leaves were shaken loose before I could get to them though."

Winter let herself fall back against the tree with a hollow thud, the numbness in her muscles allowing her to ignore any pain. Shade looked up at the barren branches when he spotted a lone leaf drifting lazily down. But before it could join the rest of its fallen comrades, a neon-green aura gently enveloped it and halted its descent. Winter watched as Shade lifted the leaf to her head and placed it behind her ear, nestling it cozily into her wet mane. She gave Shade a grateful and bashful smile.

Winter gently wrapped her hooves around Shade's neck and hugged him with what little energy she had. When she leaned back to look him in the eyes, Shade produced something from behind him.

He passed Winter the object and she looked it over. It was a narrow strip of decorated, white paper with the logo of The Running of the Leaves emblazoned upon it. In the middle it read "Participation Award". Winter gazed longingly into Shade's green eyes. "It's what I've always wanted."

She leaned in and tenderly kissed her compassionate lover. After a moment, Shade held her back, grimacing slightly at the bitter taste of sweat that had suddenly entered his mouth. "Before we take this any further, you need a shower. Desperately."

Winter lifted her leg, sniffing under her foreleg. The pungent odor managed to even curl her own nose and she let out an embarrassed giggle. "Yeah, no kidding."

A Wolf in Sheep's Clothing

by Dee Pad

Bonus Chapter 6: Exhaustion