• Published 11th Jul 2013
  • 4,878 Views, 246 Comments

Wolf In Pony's Clothing - Ardashir

Ardi the wolf is hiding out in Ponyville from an angry dragon and enraged ponies. Oh, and he's disguised as Rarity. AND a fear of Changelings and other monsters pretending to be ponies stalks the land. What could possibly go wrong?

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Day Five: Movie Night

Day Five: Movie Night

The setting sun tinted Canterlot’s alabaster domes and spires golden as “Flash Bulb” returned to Prince Blueblood’s townhouse.

Blueblood’s press conference had told Vespid little more than how this particular Royal liked to sound mysterious and wanted everypony to see him as far more important than he was. In other words, nothing I – and all Canterlot – don’t already know. But all through it he’d kept hinting at a “plan” to deal with Changelings in some permanent fashion. Normally Vespid would have laughed it off as the pathetic self-importance of a drone, but she’d seen those cursed lamps. If the Princesses knew anything about her and her hive, she needed to find out what.

And take the opportunity to leech emotions to feed Hive Vespid. This wasn’t the first time Blueblood had “entertained” a Changeling without knowing it, and the harvest from him had never been of quality. But the Hive was starving. The nymphlings need to be fed. Just smile, lie back, and think of the Hive.

The sun was dipping behind Cloudsdale, changing Canterlot from golden to rainbow, when the service entrance opened before her.

* Shoo be doo, shoop shoo be doo… *

“Yay! Movies movies movies! This is gonna be great!” The three fillies all but charged down Library Lane, headed for the town square which already sounded very busy indeed with the snorts and whinnies of ponies buying and selling and talking about what they were about to see.

“Come on, you guys!” Scootaloo called back to their two escorts. “They’re gonna have a great scary movie!” She turned and dashed along after Sweetie and Apple Bloom. The unicorn mare trotted along behind her, only to stop when she noticed that the butter-yellow Pegasus seemed frozen in her tracks.

“Oh, come on, Fluttershy.” Ardi or rather “Rarity’s” hooves clicked lightly over some stones in the street as he walked back to her. He absently licked his nosepad and rumbled a soft growl. Everything still smelled like flowers. In a softer voice, he said, “You said you’d help me keep an eye on those three.”

“I did, but – a scary movie?” Fluttershy ducked her head, hiding her face behind her mane. “Ah, maybe I should go and keep an eye on Angel Bunny or Opal. They might get frightened all by themselves.”

“I think those two will be fine,” Ardi said back to her with a shudder. Right after bringing the girls back from school Fluttershy brought her little bunny over to play with Opal. Remembering his own treatment at their paws, Ardi half hoped he’d see one make a meal of the other. Instead they’d joined forces and kept the mare-suited wolf dodging Opal’s claws and Angel’s home-made traps for the rest of the afternoon. “How the heck did a rabbit make a snare inside the bathroom, anyway?”

“Oh, I’m sure he didn’t mean it.” Ardi just gave her a glare. Fluttershy wilted. “Well, ah, if you want me to help keep an eye on those dear fillies, we’d better get going.” She hurried after the Crusaders. Ardi shook his head and followed her, remembering to lift his head and start bestowing warm smiles and fluttering “her” eyelashes at the stallions and male griffins in the square. He felt some gratitude for those books by “Merry Mare Publishers” that Rarity kept by her bed. If not for them then even with Fluttershy’s help he’d have had no idea how to act like a mare.

The square looked busier than he’d ever seen before, even on that Nightmare Night when he’d first met Fluttershy. Ardi smelled a feast of scents even through the mare-suit – pony, excitement, joy from the herd milling around, griffin from the tents and caravans clustered around Town Hall, and from the largest of the tents, the lovely bloody metallic smell of real meat.

Following the griffin scent, he picked out the feathered and beaked heads among the ponies – two in a ticket-booth pavilion before Town Hall, two more on the porch guarding the doors, a pawful more circulating around the market stalls, eagle’s heads and wings pale against their leonine coats. He headed towards the building, tallest in Ponyville, now hung with movie posters instead of equine banners. According to Fluttershy and the pony-pups, the “movies” would be showing in the main assembly hall on the lowest floor.

He caught up with the Crusaders and Fluttershy between the ticket-booth tent and a stand occupied by the fluffy-maned pink poisoner. The three fillies bounced around like excited pups everywhere while Fluttershy tried to ride herd on them. Trying and failing.

“Now, girls, you really shouldn’t eat too much candy, you’ll get sick and have bad dreams.” Ardi came up as the three little terrors mobbed the sweet-smelling poisoner’s stand. He fought down a shudder.

“Let them eat, darling.” He looked around, noticing that no pony seemed interested in them, before lowering his voice and added, “They’ll fill their bellies and sleep it off. Sweetie’s a nice pup, er, filly, but I can go a night without more of her singing.”

“That’s not how sugar works! Or ponies!” The shy pegasus hissed back at him. “They’d stay awake all night long, and when they do sleep they’d be having nightmares. And these movies look like they’ll give them plenty of nightmare fuel.” She pointed at the posters hanging from the Town Hall’s balconies, the ones Ardi had been rushed past earlier in the day. Now he actually had the time to get a good look at them and actually read the titles.

One had shown a terrified Earth Pony pup fleeing from a dark mass of Changelings; now he could see the details. The fleeing pony-pup resembled that “Diamond Tiara” from the schoolhouse, a balconied tower like Town Hall rose above the sea of Changelings, and two of the Changelings in flight above the others looked like Fluttershy and Rainbow Dash as horseflies. The title in huge Equestrian glyphs across the top read Invasion of the Pony Rustlers. The maresuit changed his snirk to a ladylike snort as he went over to the other poster – and froze.

A golden-barded alicorn made of flame and sunlight stepped out of a blazing sun, surrounded by the heads of seven dragons, great wyrms larger than the one who’d chased him into town. A triple-pointed tiara crowned her head, her mane was made of fire, and her horn and eyes were like looking into the sun as she glared out of the poster directly at him. The title The Song of Syhlex showed proudly above it, and some sort of cryptic quote below.

“Tis’ Equestria below us, fair for the taking!

The Mare of the Night has fallen,

And who fears the day?”

The… The… The Burning Queen… Ardi started shaking; Fluttershy stretched her wing over him, pulled him against her until the shuddering faded away. The Burning Queen…

“Dears, maybe we’d better go light on the sweets,” Ardi said as he dashed out from under Fluttershy’s wing and over to the fillies. They already looked well loaded down with various candies and sweetmeats. The mare-suited wolf returned Pinkie’s smile and wave with a nod as he herded them over to the next stand. It smelled of apples and only when he found himself facing both that big sorrel stallion and the palomino mare with a lasso and a passion for wolf-catching did he realize who they were. Ardi just gave them the best grin he could. The stallion snorted and took a wary step back. Ardi smelled nervousness from him and wondered why. According to those books of Rarity’s, stallions enjoyed having mares flirt with them. Another part of the wolf felt relief. Pretending to like stallions while in-suit was one thing; actual returned interest from them was something else.

A long pink mane appeared beside him. “Oh, hello, Applejack, Big Mac,” Fluttershy took a few bits out. “I’ll have some of those fritters, unless you think you’d need some later. Oh, not that I’m trying to tell you how to run your business.”

“Howdy y’self, ‘Shy,” Applejack responded. Looking from her brother to Ardi, she added in a somewhat cooler tone, “Hi, Rarity.” She took hold of Ardi’s “mane” and leaned in closer. “Y’all ‘member what we talked about afore, with that you-know-what?” He nodded. She leaned back and added, “One more thing. Y’all think it’s right takin’ the Crusaders ta this movie?” She jerked a hoof back at the poster for Pony Rustlers. “It’s supposed ta be real scary, from everything I hear.”

”Yeah, it’s gonna be great!” The three fillies chorused in unison. Applejack frowned, and Fluttershy seemed to suddenly go pale as they added, “A whole town fulla ponies just like ours gets turned into Changelings!”

“Oh, they’ll be fine. Er, darling.” Trying to sound more like Rarity, Ardi said, “Fluttershy and I will be there with them, won’t we – Fluttershy? Fluttershy?” The shy pegasus was gone. All the ponies looked up to see her giving them all a nervous smile from atop a lamp-post.

“H-heh!” She fluttered to the ground, folded her wings. “Ummm, anypony sure they don’t want to spend a nice, quiet night at home?” Ears down, Fluttershy peeked at them from behind her mane, squimpered at their reaction. “Oh, dear. I suppose not, then.” She and Ardi followed the fillies to the theater doors. Behind them he could hear Applejack get back to selling her tasty treats to the assembled ponies.

Then an evening breeze blew past them from the big tent, drawing shocked and irate looks from many ponies and curious ones from a few. Ardi caught the scent of griffin, then another odor that filled his mouth with drool. He hoped no one noticed the way “Rarity” suddenly swallowed.

“Er, Rarity, what’s wrong?”

“Fluttershy,” Ardi turned and stared into her eyes, “they have meat in there. Real, fresh, bloody meat!

“I know, but shush! Rarity’s like almost every pony, she doesn’t eat meat! Maybe a few pegasi do, but only a few. And hippogriffs…” Ardi looked away from her and into the tent. He barely heard her whisper, “Umm, Ardi, you’re drooling, and Rarity really doesn’t do that. Well, once when she saw this really big diamond and maybe once or twice over some stallion, but…”

“Okay.” He grumbled. “Fine.” He and Fluttershy climbed the steps to the Town Hall’s porch. The fillies were there, giving the pegasus mare ticket-taker angry glares.

“We wanna see the movie!” Scootaloo said, hopping up off the ground, her buzzing wings keeping her airborne for a few moments. The mare just snorted.

“And I told you, you’re too young…” Ardi cleared his throat. She looked up. “Madam, may I help you?”

“I trust so,” Ardi said in his best Rarity voice and reached into the small bag he’d brought along, filled with small gems. “How much for two adults and three foals for the show?”

“For this show? You’re sure?” The mare looked from ‘her’ to the fillies. “Confidentially, ma’am, neither of these films are for fillies. Pony Rustlers is pretty raw, and this version of Song of Syhlex isn’t much gentler…”

“Yeah, Ah heard that in this one, ya can see Celestia blast a whole army o’ wolves ‘long with that nasty dragon king an’ his seven sons!” Apple Bloom sounded entirely too delighted to be saying that. She glanced at Ardi. “Heh, whoops, sorry ‘Miss Rarity’.”

“That’s fine, you little darling,” Ardi half growled, giving Apple Bloom a very enthusiastic mane rub. The little filly jerked away with a disgusted look as Ardi turned to the mare. “I think they’ll be just fine. Besides, I don’t think we do pup – foals any good by not showing them scary things. My parents did that with me, and look how I turned out.” Trapped inside a spear-head mare-suit, being blackmailed by three pony pups. The ticket taker just shrugged, took the bits and gave them their tickets. Ardi started leading them inside.

“Umm, Apple Bloom,” he heard Fluttershy ask as they passed through the doors, “what were you talking about with an army of wolves in Song of Syhlex? I read that poem when I was in school, and it never mentioned anything like that.”

“Oh, they added it ta make it long ‘nough for the theater,” Apple Bloom said with a shrug, somehow managing to balance her drink, her candy, and her apple fritter all at once. Ardi watched with a certain admiration in spite of himself. The filly said, “They kept most everythin’ else. Except for the stuff they hadda drop, Ah guess.”

Ardi snorted at that. If it had the usual equine anti-lupine sentiments, he knew when he’d be sneaking out for that tent with the meat. He glanced down to see Sweetie smiling up at him.

“Oh, you should love that one, ‘big sis’,” she said with an innocent look, “I know how you enjoy all those fancy costumes in movies and plays. Every pony in town knows that.”

“Great,” Ardi groaned, quickly amending it to, “I mean, that will be simply wonderful, dear little sister.” He followed them to their seats, long pallets on the floor close to where a screen had been hung on some sort of internal balcony or pulpit. Behind them were the cheap seats, where ponies would stand through the show or lie on the floor. The cheapest seats of all were reserved for flier-ponies. They just hovered in midair, wings beating. Ardi saw the gray mare from before, holding a little spear-head filly on her back. He wondered how she’d ever see the show with her eyes looking in different directions like that, but they seemed happy.

“Oh, that’s Derpy Hooves, her real name’s Ditzy Doo, and her little daughter Dinky.” Fluttershy spoke softer than usual, even for her. Ardi strained to hear her over the low buzz of conversation. “Don’t worry about her, she’ll be careful with her little muffin, she always is.”

“How long ago did she get hurt?” When Fluttershy didn’t answer, he looked at her and asked the question directly. “It can’t have been too long, or else your pack, I mean herd, wouldn’t have let her stay so long.” Fluttershy’s eyes widened in realization.

“Oh, no no no! We’re not like wolve – I mean like your relatives! Derpy’s always had eye trouble, but we didn’t chase her out and we never will. We’re not, not savages.”

Ardi said nothing.

Fluttershy broke the silence with a hesitant, “Ardi, did I hurt your feelings? I’m so sorry, so very sorry… Eeep!” She fell silent as several of the ponies nearby gave them dirty looks and shushed them. She gave him an apologetic look.

Ardi just wondered what it must be like to live in a place where you didn’t have to expect to send the sick and maimed out to die when the pack couldn’t help them anymore. Confusion swirled in him. He wanted to hate the ponies, envy them, and see the wolves become something like them, all at once. He looked away across the crowd and froze. The heck? Is that the little dragon?

It was indeed, and the little scaly stood back among the cheaper seats. The ponies around him were giving him odd looks at his attire – some sort of long overcoat, a sort of lens set over one eye, and a large mustache. As soon as the little purple dragon noticed his attention, he turned and slipped back into the crowd with such in such an obvious effort at secrecy Ardi wondered if he wanted to be noticed. He frowned and wondered if he ought to track him down and find out what was going on. Just then the credits began to roll.

Oh well. Show’s started. Ardi laid back with a sigh. Hopefully this would be a nice and quiet evening.

He was owed one, wasn’t he?

* * *

In what was obviously a private boudoir, red velvet drapes and all, His Mortal Highness Prince Blueblood closed the heavy doors behind them. The doors decorated with carvings of Princess Platinum. In the shape of Flash Bulb, Vespid wondered if that long-dead Princess knew what her Royal line had come to.

“There is no need for you to worry, my dear lovely lady,” Blueblood said. “As soon as we spoke, I knew that you were the only one among them clever enough to recognize the importance of my words, and the need to reassure the commoners that Aunty, I mean Princess Celestia, is doing everything she can to protect us all from the Changeling scourge.” He turned away towards a table set nearby with a carafe of wine and two bowls. With a cold smile, Vespid let the proper pheromones flood out from her body.

“My lord,” she purred out, strolling over to him. She put the right amount of sway into her hips, lightly whisking her tail back and forth. She tossed her head, spilling her mane just as she’d seen actresses doing in those new ‘movies’ the ponies seemed so fond of lately. Judging by Blueblood’s sudden intake of breath and the spike of emotion she absorbed, she had his full attention. He stepped forward with a hungry snort and a grin. Not so fast, lunch.

“Your Highness, I would love to speak of more personal matters later, but first I do have my job.” Her horn glowed golden and her notepad and pen floated up between them. Blueblood looked like a foal denied a Hearth’s Warming present. She added, “Of course, the sooner we are through with this, the sooner you can tell me more about yourself.” She lowered her head, batted her eyes, and secretly prepped two spells. The same sleep spell she’d used on the real Flash Bulb, and the one to clamp down on his mind so she could feed without problems.

“O-of course, my dear!” Blueblood went over to a plush couch of velvet cushions and gold-inlaid wood beneath a large golden-framed portrait of himself, the carafe and two full crystal wine-bowls floating along behind him. Beside them something else lay on the table, an oddly ornate gold and ivory lamp with a faint aura of magic. From the memories handed down by previous queens, Vespid judged the couch to be several hundred years old, a real antique that would rarely be seen outside of a museum. Blueblood sank down on it, ignoring as some of the wine slopped from one bowl onto the cushions. He frowned and floated that glass over to her. “Here, dear lady. Fine wine from Prance, not common cider. I wager a commoner like you will never have had the like.” As she took the bowl in her magic, he said, “Now then, where were we again?”

“We were talking about your aunt, I mean the Princess’s plans for dealing with any potential Changeling infiltrators within Canterlot, Your Highness.” Vespid sank down close enough beside him to feel the warmth of his body. He moved a little closer to her as she sipped at the wine, keeping her notepad and pen circling nearby like a juggler playing for the crowd’s attention. She lapped lightly, carefully, at the wine. Ponies had a high tolerance for alcohol; drinks strong enough to give them a warm glow could send even minotaurs staggering. Ah, she thought as she tasted it, light and sweet on her tongue. Something for polite social occasions, not to get a mare as drunk as possible as fast as possible. She smiled at him and said, pen hovering over the pad, “Isn’t the Princess working on something with that student of hers from Ponyville? Midnight Glimmer, I think her name is?” That was the name from the pulp-magazine story, anyway.

“Oh, no!” Blueblood half-laughed, half-snorted. “Oh, my dear, please, that’s her name from that pulp story Terror of the Changelings. Er, not that I would know anything about such lowbrow literature.” Out of the corner of her eye, Vespid noticed the garish magazine cover sliding under the couch and out of sight as the unicorn continued. “And really, your readers should know that Twilight and her little friends may be heroes of the realm and all that, but really, when it comes to important matters it’s we Royals who get called in. Why, just a short time ago, Aunty asked me to overlook the Royal Library for her…”

“Fascinating, my lord, but what about plan to deal with the Changelings?” Vespid asked, wondering if this oaf actually knew anything at all. “I mean, there are so many rumors about how the Princess and her student were planning to,” she swallowed, “planning to kill them all with some spell?”

“Spell?” Blueblood looked at her blankly. He shook his head as though it jogged his memory. “Oh, yes, of course! The, er, ‘anti-Changeling spell’! Oh yes, it’ll kill all those nasty emotion-sucking bugs. Tested it on a few of them; they shriveled like moths in a fire! I helped Aunt Celly and her mages develop it, you know,” he neighed, tossing his head and golden mane. “Even her student Twilight said it would have been impossible without my invaluable skill – oh, blast!” As he’d spoken the glow of his magic around the wine bowl faded and it dropped. Vespid barely heard its contents splatter across the imported Saddle Arabian carpet and polished wooden floor. She just stared ahead, wondering what would happen when that spell got cast over her and her hive, the panicked and agonized chitters of the nymphs as they withered before her dying eyes…

It’s a lie. It must be. Celestia would, would never kill… What? The monsters who ponynapped her niece, who tried to transform her, who almost made her hive into theirs? Discord you, Chrysalis! She forced her chittering fear down and kept a broad and inviting smile on her muzzle for Blueblood as he looked back up, grumbling about his imported rug and wine. Whatever this fool of a drone knows, I have to find it out. Now. She saw how he watched her, his eyes almost aglow.

“Even though it’s secret, my lord,” Vespid said, hoping she sounded just breathy enough, “Is there anything specific you can tell me about that anti-changeling spell? Like who would be needed to cast it?”

“Well, not normally, but for you?” Blueblood leaned in close enough for her to smell the wine on his breath as he spoke. “Aunty and her student said they’d need the Elements for it. You know, those commoner mares from Ponyville who ruined the Grand Galloping Gala?” Blueblood frowned like he wanted to look thoughtful. Vespid thought he looked more like a petulant colt. “Well, I suppose they’re technically nobles now. No real titles, though, just honorary ones so they can show off to their hayseed neighbors. Though I hear that the unicorn mare, Rarity, has learned enough manners to be made welcome at the Sun Palace and by some of the other nobles. She never did apologize to me, though.”

Vespid thought, in other words, they have titles as meaningless as yours. And apparently this “Rarity” is the most important of them after Twilight. She’s less powerful than Celestia’s apprentice, and she has connections enough to be listened to by the Princess. She filed the information away, readied the mind-clamping spell.

He brushed his flank against hers. She dared to reach out and feed on him, fought down a shudder at the sourness of self-love. Urrgh…

“But my dear,” he said, nuzzling at her ears. “Haven’t we spoken enough on such tawdry topics? I mean, I do have some small fruits of my genius in anti-Changeling magic and technology that I’d love to show you.” He set his hoof on hers. “Later, that is.” His eyes all but glowed as he locked gazes with her.

“Why, of course, my prince.” Vespid returned the look, fighting down a shudder at the thought of the taste feeding on him would leave in her mouth. This is going to be bad. Smile, lie back, and think of the Hive. Then clamp his mind, drain and feed, and find out the rest.

Vespid just sighed inwardly as he pulled her into a kiss, right before she pulled back with a snort. It was one of the worst she’d ever gotten.

“My lord, just what is that lamp there?” She pointed at the magical lamp she’d seen before, hoping she could distract him somehow. It worked.

”Oh, that? Just another product of my genius!” His horn glowed and, with effort, he pulled it over beside the couch. Vespid smiled at his struggle to move it; the smile vanished from her face as he leaned in close to her. “That’s one of those new Changeling-detecting lamps. We’ll have them all over Equestria before long. One of those hideous bugs comes within range of its light, and –” He pulled her in for a kiss even as he lifted its cover, exposing the glow-crystal within.

Oh, no, no!

The warm velvet of mare’s lips against his turned to hard chitin – with fangs. A couple heartbeats for his brain to connect and Blueblood’s eyes engulfed his face. His pupils went to pinpoints as the lantern’s light revealed Vespid in all her glory – ebon skin, golden carapace and mane and tail and dragon eyes, membranous insect wings, all perforated with holes like a moth-eaten garment. And behind her suddenly-sawtoothed horn, the “crown” of a Changeling Queen. With her chitinous lips locked on his to suck out – whatever Changelings suck out of a pony! Ears down and eyes wide, suddenly reeking of fear, the Royal unicorn drew back. His mouth kept moving, but no sounds emerged.

Queen Vespid drank in his fear for the Hive, spoke a single chittering, buzzing word.


Then she cold-cocked him with a perforated hoof followed by a sleep spell.

* * *

Spike pulled his trenchcoat up close around himself and made sure his false mustache was on properly. The last thing he wanted was for anypony to recognize him. He carefully watched the false Rarity as much as he could over the next hour, while the flicks showed on the screen, at the same spot where Nightmare Moon had first appeared.

The first part was easy; newsreels bored him and besides, he’d been AT the royal wedding. He felt a little thrill of delight at one point when he saw Twilight appear in it, even if it was just a stock photo of her standing with Celestia and Luna. Several of the ponies recognized her, cheering and clapping their hooves against the wooden floor. He glanced and saw that while Fluttershy and the Cutie Mark Crusaders looked happy, ‘Rarity’ shrank back a little in her couch.

Huh, scared of Twilight? You’d better be, you big phony! He frowned as he watched closer. No, “Rarity” didn’t seem scared of Twilight, but when the camera focused on the Princesses, the false unicorn gulped and shivered. Okay, now what’s all that about?

He kept an eye on her during the comedy short as well, though he would have loved to watch it more closely. It was one of his favorites from the “Surprise” series. Equine neighs of laughter filled the theater as the white Pegasus with the floofy mane like some sort of winged Pinkie Pie saved a foolish and snobby unicorn colt who bore a certain resemblance to Blueblood along with his clodhopping earth pony assistant from a gruesome-looking wolf who slipped into a mare’s hide – one covered with big off-color patches and sporting a hole for his tail, no less – to lure them into a stewpot. Even with his self-appointed task of keeping an eye on the false Rarity, he felt some relief that Twilight wasn’t there. He remembered her once starting a lecture right there in the Town Hall over “crazy stories about wolves hiding as ponies” and how “magically impossible it is to hide under a polymorph effect, it’s only long term on an inanimate object” all through it. Huh, now that he thought about it, he remembered Twi and Rarity talking deeply together after seeing this one before, with plenty of amused laughter as though they’d come up with some funny idea.

The short finally ended amidst gales of laughter from the audience, with Surprise luring the greedy wolf into his own stewpot. He jumped right out of the mare’s hide and raced off over the horizon. Spike stopped laughing long enough to look over at “Rarity”.

To his shock, she looked terrified. As laughter rose all around “her”, she shrank down in her couch until she could barely be seen. Her blue eyes were wide and her ears lay flat against her head. To Spike’s greater consternation, Fluttershy set her mouth by Rarity’s ear and, wait, was she whispering reassurances to her – it?

“Ohmigosh,” Spike said, feeling a thrill of horror all the way down to his tail tip. “The changelings got Fluttershy too! Wait, maybe they’re controlling her, and…” He broke off as somepony bopped him on the back of the head. Rubbing his head, he turned and saw Berry Punch scowling at him.

“Yeesh, do ya mind?” She lowered her head and whispered, “Talk about your crush later; we’re trying ta watch the show here!”

“Well, if you knew what I know…” Spike loftily responded, only to stop as several more ponies glared at them both. He grumbled but fell quiet. Too much noise and he might warn that changeling that he was on her tail.

He stayed quiet as the first movie came on and began to run, even though it was based on one of his favorite pulp-horror stories. To his annoyance he saw that they’d spiced it up with several scenes not from the original, both mushy ones between the mare and stallion who helped the little filly and some fights between them and the invading changeling horde. He remembered Twilight and her other friends once telling him that few fights were as dramatic or showy as the movies made them. Most were quick and over with as fast as you could make them.

Still, the crowd seemed spellbound, with the odd whinny of fear or hissed call from the audience of “Get out of there, dummy!” or Fluttershy’s squimper or Lily’s “The horror! The horror!” And then the big fight scene began, and…

Rarity’s laughter filled the theater.

The hay?

Spike saw heads turning from all over the theater, along with hisses to be silent. Fluttershy shrank into a yellow-and-pink ball, ready to die of embarrassment or fear or both. The CMC just looked annoyed. Spike bit down on a giggle to see that they’d been embracing each other in fear.

Rarity paid them all no heed. She just pointed at the fight on the screen, where very obviously fake blood ran, and rolled on her couch, holding her sides and laughing.

“Oh, everypony, I–I’m so sorry, but t-this…” She looked at the screen again. A “Changeling” bit at the hero only to be kicked away by him. Rarity fell back laughing. “Mwa-Ha-Hahahaha! Does somepony think this is what a fight is like? Forget Surprise and that Diamond Dog, THIS is real comedy!”

By now the snorts from the crowd were getting menacing. Rarity got up from her couch and headed down the aisle for the exit, biting down on her giggles. Spike stared after her in disbelief. He’d wondered how that Changeling had been hiding itself for the past few days, but after this? It wasn’t even trying!

More curious than ever, Spike got up and followed the fake Rarity out of the theater. He stopped by the doors, next to the brass commemorative plaque. What the hay was she doing?

Fake Rarity looked around as soon as she got outside. Applejack and Pinkie seemed to have left, probably for a resupply run, and only a few ponies were around, none of them ones Spike knew. Several of the stallions gave Rarity admiring glances. She grinned back at them and flirted, lifting her tail high. Spike forcefully reminded himself that this was a fake Rarity; the real one was entirely too much of a sophisticated lady to act like that. He dug his claws out of the wooden frame of the door and followed her as with a downright hungry smile she headed for…

The tent serving meat?

“Okay,” he asked aloud as he headed for the tent entrance. “What the hay is going on?”

* Shoo be doo, shoop shoo be doo… *

“Meat,” Ardi almost sang as he entered the tent, taking a deep breath and licking his, or rather Rarity’s, nosepad to sharpen the delightful scents within. “Finally, after all this time. Real meat!”

He looked around the tent with a contented smile. A few lanterns hung here and there – oil and firefly, not glow-crystal – but the tent still had its share of dark corners. There were mostly griffins at the tables, speaking to each other in their screeching language that made every conversation sound like a fight. Some of them, males by their brighter plumage, eyed him with a mixture of curiosity and amusement. And one not-quite-flier-pony, a little colt with a griffin’s foreclaws, eyes, and beak, wandered underfoot bringing drinks and bussing tables.

To his surprise a few ponies, mostly fliers, were also eating in the darkest of the corners, though rather more gingerly, sneaking looks around. Many of them seemed entirely too eager to douse their dinners in some sort of hot-smelling sauce in small bottles, keeping the little hippogriff busy replenishing the bottles. In its center several portable grills were set over a brick-lined firepit, and Ardi sniffed disgustedly when he smelled what they were doing. Still, he trotted over to the row of tables set before the firepit, with enough room in between for the griffin cooks to move. Once there he plopped down, setting his or rather “Rarity’s” rump on the sawdust-covered floor. And setting on more tables behind the grills, he saw the loveliest sight imaginable, bloody, white-marbled chunks of dead animals. Even as he watched one griffin in a white apron speared a particularly mouth-watering piece, painted it with some brownish stuff, and plopped it onto the fire. A funny sweetish smell joined itself to the meat as smoke began to rise.

“No! Don’t burn it!”

“Yeesh, lady, what’s your problem?” The griffin behind the counter, gold-feathered with a near ebon “hood” and feathery crest, just looked at “Rarity” and gave a short screech of amusement. “Ya think ya can eat it raw?” It wiped its claws on the apron. “That’s just some barbeque sauce anyway, you ponies seem ta take it easier that way.” His crest ruffled up a bit in a show of amusement as he added, “Less ya think ya can eat it rare.”

“Good griffin, right now I can eat it raw.” Ardi half growled at the griffin’s squawk of laughter. It began to turn away. Ardi reached over and tugged on his tufted tail. The griffin wheeled back around, and Ardi snapped, “Just try me if you want to see!”

“Fine.” The cook reached back and flung a chunk of bloody meat down before Ardi. “Bet you can’t even touch – hey!”

“What?” Ardi said, delighting in the feel of it sliding down his throat. He reminded himself to go slower the next time so he could actually taste it. Remembering who he was supposed to be, he said, “I can eat whatever you put on this table, darling.” The griffin looked ready to say something, only to stop when a familiar scratchy voice spoke up behind him.

“Wow, Rares, I never thought I’d see you here.” Ardi almost jumped out of his, er, “Rarity’s” skin as Rainbow Dash plopped down next to her. Her eyes were wide with surprise as she said, “Just when you think you know a pony, too! Oh, hey, Slitclaw,” Dash said to the cook, “the house challenge.” Ardi wanted to ask what “the challenge” was, but stopped at an evil chuckle from Slitclaw.

“Ya really think ya can manage it without any help from Gilda? Just ‘cause she taught ya how ta eat like a griffin?” Ardi saw a hurt look pass over Dash’s face like lightning, gone so quick he wondered if he’d even seen it. Slitclaw jerked a thumb-claw at him and added, “Or do ya think Whitey here is gonna help ya?”

“I’ll do fine,” Dash said with an annoyed snort even as Ardi asked, “What’s the ‘house challenge’?” They both looked at him in surprise.

“Yeesh, Rarity, sure ya wanna know? I told Twilight about it once, and she turned kinda green.” Ardi’s eyes must have answered for him. Dash sighed and said, “Fine. Back when Gilda an’ I used to pal around,” the look on her face turned sour again, “we used to eat at these griffin places that offered special challenges for anypony that dared to try them.” She stopped as though unsure to continue. Ardi nodded at her. Dash said, “Geeze, you’re determined, aren’t you? It’s, well,” Dash rubbed along her mane with one hoof, “If ya eat a whole plate of meat in a certain amount of time, ya get your meal free. Griffins usually let ponies bring a helper along, because…” Her voice trailed off.

“Because you ponies can’t handle meat the way a griffin can, heh-heh – URRK!”

Ardi gripped his beak, holding it shut as he drew the attached griffin close enough to look right in the eyes.

“The house challenge, for both of us,” Ardi almost purred. “Right here. Right now.” He let the griffin go. Slitclaw gave “her” a cold smirk that turned uncertain halfway through. He shrieked to the tent.

“Hey, flockmates! We got a sucker here!” Most of the other griffins in the tent began to gather around, eager looks on their faces. Slitclaw pointed at Dash and Ardi, saying with an evil glee, “These two ponies think they can eat like griffins.” Shrieks of amusement filled the tent. The few other ponies looked over. Ardi thought they looked dismayed. For a moment he thought he could see a flash of purple scales down near the floor, but he returned his attention to Slitclaw as the griffin went to the cooking meat, sliced off a gigantic chunk, doused it with that sauce, and slapped it down on a trencher of thick dark bread right before them. “Ready ta start?”

“Rarity, sure ya wanna do this?” Dash shrugged. “I won’t be bugged if ya back out. I mean, I know how most ponies are about meat, and you’re, well – hay!”

“Stop talking,” Ardi looked up from the meat, dripping strands of it hanging from his jaws, and growled, “And start eating!” His tail literally wagging with joy, Ardi lowered his muzzle to the meat and dove into pure delight.

* * *

Spike stared from where he stood. Sawdust rustled unnoticed under his claws as he watched the loveliest pony in all Equestria – or at least the creature looked like her – inhaling a mound of meat nearly as big as he was. Like Pinkie Pie inhaling a layer cake. Rainbow Dash sat beside her. Rather, she’d been sitting there. After the griffins brought the third tray over to them both, a groaning Dash pulled away from the table and dashed out the entrance.

“Oh, man,” she moaned as she passed Spike without even seeing him. Her belly hung and sagged beneath her. Spike could smell the barbecue sauce on her as she walked by, groaning, “No more!” Then from outside the sounds of retching.

“I’ll take up the slack for you, Dash, darling,” Rarity called after her before returning her full attention to the food before her. Spike shuddered at the literally inequine sounds she made as she feasted. The sight of crimson sauce dripping from Rarity’s lips and smeared along her muzzle didn’t help. He’d planned on confronting the Changeling with his accusation, but now?

“So, little Spikey-wikey wants to tell everyone what I really am, does he?” Changeling-Rarity cackled like the wickedest of mares as she stuffed an apple in his mouth where he hung, tied to a spit. “Let’s see if you’re still so brave after twenty minutes to the pound!”

“Mwuaaa-blah!” Spike spat the apple out and yelled, “Hah! Fire doesn’t hurt dragons!”

“Really?” False Rarity picked up a salt shaker. “Thanks so for letting me know, my dearest little lunch. I’ve so wanted to try raw dragon for the longest time!” And Spike yelled for help as the fiend closed in…

“Wow, babe, you’re good,” a griffin voice said. Spike glared at Slitclaw as he gazed at Rarity in something like adoration. He was the only non-pony who got to look at her like that! Rarity gave Slitclaw a curious look as the griffin leaned on the tabletop, his crest rising as he said, “I’d thought I’d seen pony gals who appreciated good meat before, but you? You are something else. Sure you don’t have a little bit of griffin in you?” He reached over and lightly set his talons on her foreleg.

“Er, why, thank you, Slitclaw,” fake Rarity said, sounding unsure. Sauce and meat were smeared along her muzzle. Spike felt some relief that the imposter at least had enough sense to keep that lovely mane and tail clean of it. She tugged free of the griffin’s grip as she said, “Have I won the bet, yet?”

“You sure have!” Slitclaw leaped into the air. His wings flapped once and he flew over the counter and dropped down beside her. Spike suddenly remembered something from one of Twilight’s books on cultures. Namely, that male griffins still courted girlfriends by hunting and sharing the kill with them. The more she ate, the more of a catch they figured her for. It looked like Slitclaw was willing to be open-minded and apply it to ponies as well, as he ran one claw along Rarity’s muzzle and said, “I never saw a gal that could eat like you! Hey, my shift’s over. Wanna go back to my caravan and…” The griffin leaned in close, his beak working as he whispered something into Rarity’s pointed ear. The look of confusion on Rarity’s face changed to one of stunned horror as he finished with, “And I even have more of the barbeque sauce!”

“My dear fellow!” Rarity rose to her hooves and began backing away. Slitclaw followed her, somehow impossibly smiling as his tongue ran along his beak as though he licked his lips. His long tufted tail lashed as the unicorn mare began stammering, “I-I-I must be getting back to my little sister and her friends! Yes! They’re watching the movie, you see, and…” She broke off with a shocked “Mrrf!” as Slitclaw pulled her into a kiss. When he came back up for air Rarity’s eyes were rolling and she looked like she was fighting to keep her recent meal in her belly. She backed away, only to stop when her flank hit one of the main support poles for the tent. She rose up on her hind legs, forelegs out before her ready to flail.

“Don’t worry, we won’t be that long!” Slitclaw assured her with a chuckle. He stood upright before her and pressed in close. “Fifteen minutes oughta be long enough. It ain’t like I wanna marry ya, after all!” He slapped her on the rump, right on her cutie mark. Rarity made a sound oddly like Winona when she got frightened and looked around frantically for the exit.

Spike rose up, his internal fires a blaze within him. True, that wasn’t the real Rarity, just some imposter, but even so! And what if she replaced the griffin while they were off, and she snuck out of town, and he never saw the real Rarity again? And, and, he couldn’t just stand by and not do something!

The tiny purple dragon stomped up to Slitclaw as hard as he could stomp, which wasn’t very hard. The leering griffin was preening Rarity’s mane with his beak. Spike got a glimpse of angry looks on the faces of the ponies and other griffins in the tent, but none of them said anything as he walked right up to the leonine Lothario and grabbed his long tail.

“C’mon, toots,” Slitclaw said, digging his claws into Rarity’s flank hard enough to elicit a pained yelp. She tried pushing him back, but he only chuckled and rubbed his beak against her cheek. “Ya can see I’m half lion, wanna know what parts are the lion parts? I… EEE-YOWW!”

“Let her alone!” Spike snarled as Slitclaw turned around, clutching at his tail right where Spike had bitten it. “You better back off if you know what’s good for you. I’m a dragon, buddy! And – hey, leggo!”

“Ya look more like a salamander ta me,” Slitclaw snarled. He grabbed Spike by his tail and yanked him up. “Now, ya wanna take a hike? I’m pitchin’ here and she’s about ready ta start catchin’ it.”

“Y-you better be careful!” Spike looked around the tent, wondering if anyone would interfere. The ponies looked dismayed, but none of them were friends of his. The griffins looked more amused than anything; after-dinner fights were common entertainment among them. Spike heaved a sigh of relief to see false-Rarity drop back down on all fours and head for the tent exit. Once there, though, to his surprise she stopped and looked back at him, her face a mixture of concern and confusion. He thought, at least she got away, but why do I care? She’s a fake, right? He folded his arms across his scaly chest and said, “Let me down, or, or I’ll breathe fire on you!” He hoped Slitclaw would set him down, apologize, and let him go. After all, who wasn’t afraid of dragonfire?

“Is that supposed ta scare me?” Slitclaw shrieked the screaming laughter of a griffin, and shook him until Spike’s teeth rattled. “Everybody knows dragons can’t breathe real fire until they’re at least as big as a pony, shorty!”

“Oops.” Okay, plan B. Spike took a deep breath and let him have a face full of magical green fire. Slitclaw shrieked and dropped the dragon as his face vanished behind emerald flames, but only for a moment. When the green fire vanished, Slitclaw’s glorious feathered hood was gone, leaving behind the face of a plucked chicken with an eagle’s beak. Looking around, miserable, he caught a glimpse of himself in a polished steel plate; his eyes went wide and with a shriek he teleported out of the tent the hard way, leaving a heavy odor of burned feathers behind him and the mocking laughter of amused griffins. Spike looked around with a confident smile.

“Anypony else wanna try their luck with me?” He puffed his chest up and walked out with a swagger. He kept it up until he’d gotten outside and around the corner of the tent. Only then did he get the shakes, his legs turning to rubber beneath him.

That griff coulda killed me! The little dragon looked around, still shaking, still unable to stand. To his surprise he saw false-Rarity going back into the theater. What the hay is she up to now? He felt some surprise that her lack of congratulations for fighting for her honor hurt him. But if she was a Changeling, what did it matter?

Collecting the shreds of his disguise, Spike slipped after her.

* * *

And in the Sun Palace in Canterlot, Princess Celestia and Twilight Sparkle both looked down in confusion at a pile of burnt griffin feathers on the inlaid marble floor. Celestia looked at her student and cocked one equine eyebrow in an unspoken question.

“Princess,” Twilight said as she looked back at her, “I have NO idea.”

* Shoo be doo, shoop shoo be doo… *

Ardi spat in disgust as he headed back into the Town-Hall-turned-theater, wiping his muzzle and mouth clean of both his meal and Slitclaw’s kisses. Ugh! That griffin – he had his tongue – how can ANYTHING taste that awful? He snorted and shook himself. Thank Father Fenris that little dragon was there. The only ways he’d seen out would have blown his cover for sure. Something told him that spear-head mares didn’t beat up griffins in public.

Thinking back on the dragon, he frowned. He’d wanted to find the little fellow, but why was the walking flamethrower following him around? Was he just that badly head over tail with Rarity? And if he was, then what? Ardi gulped at the idea that he might have to fight off yet another ardent pursuer. Some other ponies were leaving, and they gave “her” wide-eyed looks. He caught a glimpse of “Rarity” in a side mirror and took a moment to carefully primp ‘her’ mane and tail and make sure that the sauce was properly wiped off. Fussy ponies.

He carefully opened the doors leading inside the theater proper, snorted to hear the sounds of yet another “battle” from within. Angry whinnies and loud roars filled the air, along with gasps from the audience.

“Well, let’s see how badly they handled this one,” The mare-suited wolf muttered under his breath as he passed through the blackout curtain, “Silly ponies, they think they know what fighting for your life is like, they think they know what it is to be scared…”

He looked up and froze as he locked gazes with the Burning Queen herself.

On the screen, the Sun Princess reared in midair with a neigh of fury as a small army of great dragons, seven all told, closed in around her. Her mane turned from a luminescent rainbow to raw flame, her coat to brilliant light, her golden barding to pure lava dotted with bits of hardened crust. The sun itself blazed behind her, the sun itself tipped her long horn, her eyes became miniature suns devoid of mercy or pity as she became the Sun and brought down the Sun on the attacking dragons, reducing them to bits of bone and charcoal. Celestia Solaria Invicta, Celestia the Unconquerable Sun, destroying all who prey on her little ponies.

And her burning eyes were locked right on his, and Ardi instantly remembered every puppyhood nightmare about the terrible Burning Queen coming right into his den and burning him down into nothing without even hesitating.

“OH YOU FOOLS!” she roared, and her golden gaze stabbed at him; he stepped back with a whimper as her voice accused, “KNOW YOU NOT FROM WHICH MY POWER FLOWS, THAT WHICH GIVES ME MY VERY MARK? KNOW THIS NOW, AND DESPAIR! AND DEATH CLAIM YOU IN THIS MOMENT, FOR SONS HAVE YOU – YET I AM THE SUN!”

With the visuals and audio came a magical special effect – a blast of searing heat from behind the screen into the audience. Ardi felt the heat-blast through the suit and somehow did three things all at once: He left a puddle on the floor; his legs started working to seek escape but he somehow stood perfectly still; and he screamed at the top of his lungs.


The next thing he knew he was galloping out the entry doors, ponies scattering from his path with yells of shock and fury. Ardi didn’t care. He wouldn’t stop until he was away from this town and Equestria and the Burning Queen and he was safe and he didn’t care if he looked like a spear-head mare the rest of his life just so long as he got away…

And then something small, purple, and scaly was in his path.

“Rarity, what’s wrong – AAAAAAAAAH!”

Ardi ran right into Spike like a bowling ball into ten pins; both went rolling into an area between two of the parked caravans. Ardi jumped up with a yelp, or tried to. He put one paw down on Spike. The little dragon promptly yelled and grabbed hold. Ardi heard frantic hoofbeats behind him along with the sound of flapping wings. His ears went flat against his head.

“Ahhh!” He yelped, and Spike got a wonderful look right into a mouth filled with sharp and most un-equine fangs. Something with hooves grabbed him from behind and he shrieked, “The Burning Queen’s got me!”

“Ahhhh!” Spike turned and raced away, or tried to before three small figures leaped on him. “Rarity’s been replaced by a – hmmf!”

“Both of you, calm down! I mean, if you don’t mind.”

Ardi and Spike both froze. Fluttershy lay atop Ardi, holding the mare-suited wolf down. He opened his mouth to yelp again. Fluttershy frantically gagged him with her forehooves, holding his muzzle shut. He and she both looked at Spike and saw the Cutie Mark Crusaders were piled atop him. One of them had stuffed a caramel apple into his mouth. Spike’s jaws worked frantically around the sticky treat, but nothing came out.

“Oh, dear!” She looked down at him. “Ardi, are you okay? You recognize me, right?” Ardi relaxed as soon as he saw who held him. Fluttershy backed away slowly. Ardi slowly rose, making sure that everything was still in working order. Fluttershy asked, “Ardi, what went wrong?”

“The Burning Queen… Killing those… Dragons…” he panted, and through his diminishing fear he could already realize how foolish he’d been, “and I heard what she said, and felt that heat, and…” Ears lowered, he looked down at the dirt and grass. “I’m sorry. I panicked. I shouldn’t have.” Fluttershy shook her head and gave him a gentle wing-hug.

“Oh, it’s all right,” she said. “I know you were scared, but everything’s all right now and…” She looked over at a wide-eyed Spike, still working his jaws around the caramel apple and with the Crusaders still holding him down. “Oh dear.”

“Bleahh!” Spike finally spat the apple out with impressive accuracy. Ardi growled and ducked as it sailed past his head to bounce off the side of the caravan. He stabbed a claw at Ardi and said, “You guys, listen! That’s a Changeling! She’s not Rarity…”

“Well, duh, Spike, we all knew that already,” Scootaloo said from where she held him.

“Yeah, we’re not dumb,” Sweetie Belle added. “But he’s not a Changeling either.”

Spike looked at them in confusion.

“Wait, you knew?” When he showed no signs of yelling his head off or running for help, Fluttershy nodded to the CMC and they backed off, letting the little dragon rise. He rubbed his spines and gave Ardi a wary look. “And, whaddya mean, ‘him’?”

Fluttershy looked at Ardi as though seeking permission. He just sighed and shook his head yes. She walked over to Spike and said, “Well, remember that wolf a few days ago? He’s right there.” Spike’s eyes went wide with disbelief, and Fluttershy quickly added, “But he’s a nice wolf and I’ve been helping him hide along with the girls and he got stuck inside a Rarity-suit that Rarity and Twilight were working on as a surprise for next Nightmare Night and now we’re waiting for Twilight to return from Canterlot so she can get him out of it and please don’t say anything, okay?” Fluttershy gasped and swayed on her feet as though she’d used up all her words for the day and felt exhausted. Ardi figured that maybe she had, at that. He was going to say something but froze when the dragon came stomping up to him.

“Wait, wait,” he said, shaking his head. Pointing a finger at Ardi, he said, “You’re nor Rarity, and you’re not a Changeling, you’re really a wolf…” He began to giggle. At Ardi’s growl, he only giggled all the more as he said, “A male wolf, at that – who got stuck inside of a costume of Rarity?” He fell down and began rolling on the ground, laughing and holding his sides. “A-hahaha! Only in Ponyville!”

“Yeah. Funny,” Ardi spat. He thought. “Wait, you’re some sort of flunky for the spear-head who made this, can you get it off?” He held out one foreleg, giving what he hoped was a suitably desperate look.

“Hmm.” Spike sat up with a frown, rubbing his scaly chin. Ardi saw the CMC and Fluttershy all watching hopefully as Spike reached out and grabbed a handful of the suit on his right foreleg and yanked. At Ardi’s yelp of pain he said, “Naah, didn’t work. Hey, maybe if we sliced it off? But that’d take all the fur underneath with it.”

“No! No no no!” Ardi said, cutting into an eager cry of agreement from the Crusaders. His mind’s eye flashed on an image of him stripped of the suit and utterly furless. He shuddered and said, “Isn’t there any other way?”

“’Fraid not,” Spike said. “I remember Twilight talking about this. She always felt there was a way around the limits of polymorphing spells’, and she was working on some idea about a full-body suit that had the spell cast on it, but I didn’t know that she and Rarity,” he sighed dreamily, “were actually working on one.” Ardi didn’t like the look in his eyes as he spoke. Spike’s gaze suddenly went from sappy to worried. “Hey, wait, you’ve just been in that suit a few days, right? I mean, it’s not like…” He waved one claw as a tone of horror grew in his voice. “Like… you’ve always been Rarity?”

“What? No! Your mare friend just went on a trip to Manehattan so fast she didn’t have time to tell anywolf about it.” Ardi growled as the little dragon slumped in relief. “Okay, so now what? Will you stay quiet until your mistress or whatever she is returns and gets me out of this?”

“Mmmmaybe,” Spike said. Ardi didn’t like the way he leaned on his tail, idly buffing the claws of one hand. He liked even less what Spike said next. “If, until Twilight gets back, you give me a day or so to practice what I’ll say to Rarity when I finally ask her out on a date.”

“What! You miserable two-legged blowtorch, you think I’ll…” Fluttershy shook her head no at him frantically. He snorted and sat back down. “Okay. Fine. Whatever you want.” He closed his eyes, shuddered, and screwed his mouth up to say, “Handsome.”

“Great! Dawn tomorrow be good? Over by Fluttershy’s house so we can have some,” The scaly little blackmailer leaned in close and batted his eyes, “Privacy?” Caught, Ardi could only nod helplessly. The dragon almost cackled as he rubbed his claws together. Ardi wondered that the friction didn’t raise sparks. “Good. I’ll bring a picnic breakfast. So until then?” Before Ardi could do or say anything, Spike kissed him on his right forehoof. The little dragon walked or more like floated off. It wasn’t until then that Ardi realized that he’d failed to ask about him about how to appease dragons. Oh well, plenty of time tomorrow when we’re, he made a disgusted noise, flirting. Guess I’d better study those books of Rarity’s again tonight.

Meanwhile the Crusaders were giving him big smiles. Ardi darted them a glare. “Don’t you three have a movie to see, or candy to eat, or something?”

“Movie’s over,” Sweetie said, “and it’s getting kinda late. We were gonna go and help Apple Bloom with her evening chores on the farm before we slept over there.” At Ardi’s surprised look, Sweetie added, “Besides, tonight’s the first night Spoony and Dee Tee have to muck out the barn.”

“Yeah, and we wanna see that!” Scootaloo added happily. Ardi just sighed and waved for them to go. The three fillies raced off.

“I guess they’ll be okay,” Ardi grumbled. He began trotting out of Caravan Alley, but before he actually made it into the lamplight, he turned to Fluttershy and said, “Just one thing. If we have to tell anywolf else about me, how about I just go up on a stage and tell the whole town at once? It’ll be so much easier that way.”

* * *

Twilight Sparkle floated in the midst of an odd dream. She was at Pony Joe’s Donuts with a pile of her favorite crispy-glazed in front of her, and she wasn’t alone. Sharing the pile of sweet treats with her was a little filly she’d never seen before but somehow she knew – a black-coated blank-flank alicorn who resembled nothing so much as a foal version of Nightmare Moon.

The little alicorn looked up at her with turquoise dragon eyes, then without a sound started growing larger. The size of Apple Bloom, the size of Twilight herself, the size of her brother, the size of Big Mac. The plate of donuts disappeared; Twilight leaped backwards across the room as the alicorn’s blue mane exploded into a nebula of stars and constellations.

Then Twilight was on her back halfway across the room, expecting to see Nightmare Moon looming over her in silver barding. Instead it was another Alicorn Major, midnight blue with an obsidian tiara and chamfron blazoned with a crescent moon.

“P—Princess Luna?”

“TWILIGHT SPARKLE!” the Royal Canterlot Voice thundered through the dreamscape, sweeping away Pony Joe’s. “AWAKE IMMEDIATELY!”

She jolted awake. SPIKE! Where’s Spike? This isn’t the library – where am I? Then she remembered as she took in the huge silk-sheeted bed and the shadowy room beyond. Oh, yeah. Guest suite at the Palace. Weird dream…

Then she shrieked as hooves pounded on her door. “LADY TWILIGHT! WE HAVE A SITUATION! HER HIGHNESS DEMANDS YOUR PRESENCE!”

Twilight managed to get a crystal-lamp lit, pulled the door open with her horn and found herself looking into two pairs of yellow cat-eyes attached to two bat-winged pegasi in Night Guard barding. “Wha-what?”

“We’re to escort you to the Princess. Immediately.”

With a neigh she sprang past them, heading for Celestia’s chambers at a full gallop, the two Night Guards trying to keep up with her through the maze of passages and rooms.

Royal Guards filled the passages – mostly Night Guard, but some white-coated Day Guards, their golden armor obviously donned in haste. It had to be well past midnight – why all the activity? Did Discord break free?

Her two escorts caught up with her, herded her towards a set of doors flanked by Spellguard unicorns – and two magically-glowing floor lanterns. Changeling detector lamps – had Chrysalis returned?

She halted before the doors; the two unicorns let the light from the lamps play over her a moment, then they opened the doors and ushered her into the same conference room from two days ago. The door shut behind her, leaving her alone with the long cluttered table and glow-crystal wall sconces.

A few minutes later, the doors opened and two familiar stallions entered – Professor Yorsets and Spell Nexus, both without their trademark clothing and both looking as bleary as Twilight felt. Another minute, and the room filled with sunlight as Princess Celestia entered, accompanied by a Day Guard whose helmet crest marked him as an officer. She didn’t look happy. Twilight felt her mane start to frazzle. What did I do?

“Professor, Archmage, Twilight,” the Princess began. “Around an hour ago, Prince Blueblood awakened me in my chambers, looking much the worse for wear. He claimed to have been accosted or attacked by a Changeling in his townhouse in Old Town, and sported a black eye as evidence. When he calmed down enough to be coherent, I was able to get the story from him. Surprisingly, his account was credible. We have Changelings in Canterlot.”

Then all three unicorns were talking at once, Spell Nexus and Professor Yorsets looking stunned and unbelieving at what they were hearing. Twilight was all attention, but even she looked skeptical. More at the source than at the claim.

“Your Highness,” Twilight said, “Was, I mean is Prince Blueblood sure of what he says he saw? I mean,” she looked out a nearby window over Canterlot, gold-inlaid ivory towers and roofs gleaming peacefully under Luna’s moon, “Changelings in Canterlot? Blueblood’s so foolish, isn’t it possible…” She gasped and began to bow her head as she realized what she’d said to Celestia about her family-by-adoption. Celestia raised a hoof and stopped her.

“No, dearest Twilight, what you said is true. My nephew Blueblood can be,” she shook her head, “a trifle annoying at times.” She smiled sadly at a memory. “His father Prince Astron was also a pain in the flank, but nothing like his son. Blueblood is certain of what he saw; both my sister and I entered his mind to make sure it was true.” Her voice went from sad to stern, and the light shining from her turned from a reassuring glow to something harsher.

“He described not only a Changeling, but a Changeling Queen. With yellow saddle-carapace, not teal. We have a Hive in or near the capital, not just surviving stragglers from Chrysalis’ Swarm.” She looked directly at all of them. “And thanks to my idiot nephew, she knows what we’re planning to do – or more likely what he thought we were planning.” Yorsets and Nexus both looked horrified. So did Twilight, but she recovered first.

“Princess Celestia, what do you want us to do?”

“I want to cast that working the three of you have been planning. As soon as possible.” She turned to the barded pegasus. “Colonel Destrier.”

The Day Guard officer spoke for the first time. “Yes, Highness?”

“How long will it take to send orders and alerts to all garrisons and cities in the realm?”

“With my fastest couriers? Between one and two days, Highness.”

“Then do so.” Celestia turned back to the three unicorns. “Two days. Will your working be ready in two days?”

The three unicorns whickered for a moment, then turned to the Princess and nodded. Spell Nexus spoke first. “We will need a large room to house the spell patterns and containment circles, approximately the size of the main Throne Room. All the equipment and materials needed are at hoof in the Palace and School. Our only problem will be metamagical – extending the range enough to cover all Equestria.”

“That may not be a problem. Twilight?”

“Y-yes, Princess?”

“Can the working make use of the Elements of Harmony?”

Twilight started on a long explanation with many caveats, only to have Celestia cut her off.

“Twilight, focus! Can the working use the Elements of Harmony?”

“Y-yes. The spell should be able to channel through the Elements; theoretically, we should have the required range.”

“Then after I raise the sun tomorrow, we shall summon the other Element Bearers to assist.”

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