• Published 11th Jul 2013
  • 4,931 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 Seven: And the Horseapples Hit the Fan

Day Seven: And the Horseapples Hit the Fan

[Then after We saw Rarity-pony go crazy in garden and talk to statue, We came back here, O Queen.] The Changeling scout – fresh out of the cocoon, like too many of the Hive – buzzed his wings in excitement as he reported his discovery to Queen Vespid through pheromone scents and empathic link. His wings stuck out through rips in the Canterlot sewer-worker’s uniform he wore; Vespid kept some around for when her Changelings had to wander through the drains and tunnels beneath the city in pony form. His wings whirred in the rank-smelling air of the storm drain. [So now We go take Rarity-pony? OW!]

He dropped, rubbing his chitinous horn where Vespid had swatted him.

[‘We’ do no such thing] she chitter-buzzed, annoyance filling her scent. The other drones with her, the few she dared to spare, looked at her in confusion. Vespid sighed inwardly at the need to explain, but then she’d left the older and wiser Changelings back at the Hive with the nursery-keepers. She went to a nearby drain grating and pointed out, staying back so the few ponies passing by at this early hour couldn’t see her. [Remember those?] She indicated one of those cursed lanterns hanging across the street. [If We even get near one, We will be exposed, and the Hive with Us!]

Realization filled the drones’ scents. Ashamed, they dropped on their bellies in the sewer. Their queen gave them a dirty look and sighed. [Oh, get up,] Vespid said. [Just remember to be careful when I go into the Palace. And if anything goes wrong, or I am captured or fail to return,] Vespid snarled their chittering fear and promises of a rescue down, [Return to the Hive immediately. Collapse the adits. Open the escape tunnels. Take the nymphlings, as many as you can, and fly as far from here as you can. Do not stop until you are out of Equestria.] IF they can outrun the ponies’ spell. [I have given Royal Jelly to the strongest Nymphling. If I am lost, raise her as your new Queen of a new Hive Vespid, far away from here.] If they escape the ponies’ magic.

She went to a nearby ponyhole cover and “listened” with her empathic senses. The only traces of love, grief, joy, anger, and other emotions were weak, so much so that even in their hungry state they didn’t tempt the Changelings. Vespid’s horn glowed golden as she raised the cover and looked out. No ponies in sight. Good. Golden fire flashed along her body as she shifted into the shape of a unicorn mare with Yellow Jacket’s golden coat and ebon mane but of average shape and size and with a common Cutie Mark. When Vespid took the form of that Rarity-mare, the less she had to shift the better. She then opened the bag she’d brought with her and pulled out the uniform of a palace maid which she quickly slipped into. She checked once more, felt nothing outside, and started to leave, only to stop at a tug on her tail. She turned to see the young scout looking at her sadly.

[Take care, O Queen,] he said. He rose on whirring wings and nuzzled her. [Without a Queen there can be no Hive.]

“You worry about nothing,” Vespid said gruffly. Her horn glowed and a spark flew to lightly zap him on the muzzle. “Now all of you, retake pony form and rejoin the Hive. I’ll be in touch with you later.” Or not at all, she thought, but kept it to herself. She eyed them as they slowly changed back in blasts of gold fire and slipped away down the tunnel. The young scout was the last to go, looking back over his shoulder. Only when she no longer sensed them by smell or empathy did Vespid slip into the dark chamber above.

Hive Vespid had long known of these forgotten passages and chambers, from a time when the ponies of Canterlot feared outside attack and had to keep a secure water supply and covered escape routes and sally ports. Over the centuries, the Castle and Sun Palace had been expanded and remodeled again and again, each time leaving forgotten passages and chambers. Forgotten by the ponies, but not Hive Vespid.

Slipping to the door, Vespid checked through it with her empathic sense, then cracked it open with her magic. The hall outside was a service hallway, only slightly less lavish than the rest of the palace. And more important, empty. No ponies, no Discord-taken lanterns.

Balancing a silver tray on her back and moving with the air of somepony on a very important task, Vespid started down the service hallway. Her main worry was that she’d have to stay in the wider and more commonly used hallways to so she could move and stay out of the radius of those lanterns.

By now the Changeling Queen found herself passing by other servants, maids and valets and the like. They took one look at how she hurried and made sure to give her room. Vespid smiled when she passed two young maids busily dusting, more fillies than mares, and heard one whispering to the other, “You’d think she’s heading for the throne room, the way she’s trotting along!”

“Or the Gala Hall,” the other responded. “They’re working that big spell there; maybe one of the Element Bearers needs something.”

“Probably that white unicorn. Or the other one.”

Vespid trotted past them, reaching into her memory for the location of the Gala Hall. If she hurried from here in the south wing, she could get there before they should have the time to do any spell casting.

Going past white-coated pegasi and earth ponies and gray-coated Spellguard unicorns in golden barding who gave her no heed at all, Vespid soon found herself at one of the side entrances to the hall. Nopony else was there, only one of those lanterns. With a snarl Vespid used her magic to extinguish it. Or tried to. Her magical “grip” simply slid off. Worried, she began checking out the other service entrances. All of them were warded with those lanterns, and all the lanterns she dared to try and affect were protected against Changeling magic. Vespid found herself back at the first servants’ room, fighting against the dread that sent chills along her carapace.

Now what do I do? Vespid opened the door a crack and peeked around carefully. She snarled as the lantern’s light shone over her, revealing a Changeling in a maid’s uniform. Within she saw Celestia, her sister Luna, those Ponyville mares with the Elements around their necks and both Spell Nexus and Bastion Yorsets, two of Celestia’s best unicorn mages. She grinned to see that fop of a drone Blueblood staying back by the throne. One of his eyes still looked swollen.

Vespid looked at the Gala Hall floor and bit down on a soft hiss of fear. By necessity Changeling magic was more specialized than that of ponies. Even she, their queen, had more power than her swarm-mates or even most ponies could wield, but her skill with and knowledge of how to use it was limited. But she knew a few things, and judging by what little she could tell of the chalked focusing diagrams on the floor, this was no joke. This was something designed to affect every Changeling in Equestria.

Unless she stopped this, here and now, both she and her Hive, every hive living in Equestria, would be destroyed.

* * *

Ardi shuddered inside the ponysuit as he stood in the Gala Hall at the edge of the lantern-filled chalk circles with Fluttershy and the four others, facing the Burning Queen, the Nightmare, three spear-head stallions, and dozens of Royal Guards. The Nightmare looked as bleary as he felt.

I’m dead I’m dead I’m dead I’m dead I’m dead…

Fluttershy slipped up beside him, brushed her wingtip along his costumed side. It didn’t help much.

How do I get out of here? Without any of them seeing?

What passed for breakfast – oats and barley, ugh, at least they had some fruit – kept churning in his stomach. He’d spent the remainder of last night hiding beside Fluttershy in her bed, wondering if any more statues were going to come after him. And whether he’d be joining them in the sculpture garden after today. Permanently.

With her golden magic, The Burning Queen brought a small casket-case – gilded and set with gems – floating towards him. It opened in mid-air, revealing one gem-studded tiara and five golden necklaces, each with one huge oddly-shaped jewel. The ponies reacted; whatever this was, they acted like it was Important.

Then the tiara and necklaces floated out of the casket towards the six ponies by the circle; one, bearing a large blue gem, floated over to Ardi.

“It’s your, er, Rarity’s Element,” Fluttershy whispered to him. “Quick, put it on!”

Oh. Scat.

Ardi hesitated, staring at the angular blue gemstone that hovered before him. He, every wolf, heard stories of the Elements of Harmony, of how they’d been used time and again to destroy the enemies of ponykind. And right then, he doubted if he counted as a friend. He suddenly remembered every single story of what would happen to a wolf who touched these ultimate artifacts of pony witchcraft. Would he explode? Would it burn him? Or would it just turn him into the mare he was hiding as?

“Rarity?” Ardi looked at Twilight. She and the rest, Dash and Applejack and Pinkie, all looked at him in confusion. “Is something wrong?” More eyes were upon him – the Burning Queen’s, the Nightmare’s, that white spear-head with the shiner who was supposed to be some kind of Royal. All except that blue spear-head with the starry capelet, who kept inspecting those chalk outlines on the floor.

“Oh! It’s nothing dears, I just, well…” As he spoke in Rarity’s voice, Rarity’s element set itself around her neck. Ardi gulped at the feel of something like a warm summer breeze as it settled. Okay, he thought. No blowing up, no turning into a mare. I think. He stepped clear of Fluttershy’s wing. “Oh, never mind. It was nothing.”

“Spell Nexus? If you would explain the working to the Elements?”

“Highness,” the spear-head in the capelet bowed to the Burning Queen and Nightmare before turning to the Element Bearers. And the wolf looking for an escape route. Door behind me, only four guards, all the other ponies between me and Them…

“What you see before you are two concentric containment circles, marked with a calculated resonance pattern…” He indicated the chalk lines with a chalk held in his magic.

Only four guards, leads to that hall with all the side halls going every which way…

“Miss Twilight Sparkle, Element of Magic, will be standing at the center of the configuration; the other five Element Bearers will be spaced between the two circles to form the classic Six Elements Configuration. At the start of the working, we will first cast a containment ward on the inner circle. Once that is cast, Miss Sparkle will uncap the Changeling-detection lanterns aligned in the inner circle for maximum constructive resonance…”

His horn glowed; the chalk lines Ardi had seen him snapping the night before shined in response. Ardi nodded with the others, understanding little more than he had that night; from the looks on the faces of Applejack and Rainbow Dash, he wasn’t the only one. Slowly as if stalking prey, the maresuited wolf started sliding towards the door as the spear-head continued.

“The lanterns’ enchantment – an Objectivized form of Truesight – will resonate down the pattern, building magical energy within the containment ward by constructive interference. Once the energy level reaches saturation, the second phase will begin at Miss Sparkle’s discretion.” He indicated Twilight with his horn; she seemed ready to start bouncing like Pinkie Pie. “Miss Sparkle?”

Ardi kept easing towards the doors, ready to halt at any sign of trouble. They haven’t noticed…

“Oh, thank you!” Twilight bounced up beside Spell Nexus, went into lecture mode herself. “This is where we come in, girls. When the energy level in the inner circle reaches its peak, the rest of you will take your positions in the Six Elements Configuration between the inner and outer circles. The positions are marked with your cutie marks; place your hooves in the hoof-marks around your cutie mark for proper alignment…”

“Rarity”s ears quivered as Ardi kept slipping towards the doorway, trying to move without moving. The last thing he wanted was for massive amounts of magical energy to be focused through any part of himself.

“Um, there’s only gonna be five of us, Twilight,” the pink poisoner cut in. Then she bounced up and down and said in a wildly enthusiastic voice, “Oooh! Are we gonna meet a seventh element so we can have six outside?”

“Uhh, no, Pinkie.” Twilight snorted and rolled her eyes. “At that point, Princesses Celestia and Luna will cast an alicorn-strength containment ward on the outer circle. Once they’re satisfied it’s in place, on their signal I will dispel the inner ward, exposing the Elements of Harmony. The Elements will judge their bearers – us – before they activate on their own initiative as they did before, against Discord and Nightmare Moon.”

Ardi froze. That’s IT. I’m outa here.

He was close enough to the doorway now, the guardsponies were giving him grim looks. All the others seemed to be focused on Twilight. He stepped over to the nearest door guard and smiled. Here goes…

Meanwhile in the room Twilight went on in her best lecture mode. “When the Elements activate, the Rainbow of Light will supercharge the existing Truesight, focused on the Element of Magic – me – at the center of the Six Elements. It should then break the outer containment, radiating the Truesight all over Equestria like when we dispelled Discord’s Chaos. And every Changeling or shapeshifter within range will revert to their true form.”

“Umm, uh, pardon me Twilight,” Fluttershy’s voice was barely above a whisper. “I know you’ve probably worked on everything until nothing can go wrong, but…” She gulped like she was facing a full-grown dragon. “W-what if the Elements don’t activate?”

“The spell would still be cast,” Twilight shrugged. “Just with much less power. It would probably only reach a few furlongs’ radius – the Castle, the Ravine, and the northern half of Canterlot itself.”

“Hay, what if something still goes wrong?” Rainbow Dash flew over, looking concerned. “What happens to all that magical energy we’ll be gettin’ together?”

“The Professor,” Bastion Yorsets bowed, “the Archmage,” Spell Nexus bowed even lower, “and both Princesses will be standing by to pull us out and deflect the energies.” Twilight said, bowing herself to the two Royal Alicorns Major, who didn’t bow at all. She walked to the center of the circle and took up her position above her chalked cutie mark, only to stop at a question from Spike.

“And if THAT doesn’t work?” The little dragon looked at her, worried.

“As the focus of the Six Elements Configuration, Miss Sparkle will be at the center of an incredible amount of magical energy.” Spell Nexus broke in. “She will either become an Alicorn Minor, or a scorch mark on the floor.” He made a small laugh which trailed off when both Spike and Fluttershy gave him horrified looks. He looked abashed when Celestia stepped forward.

“Remember, my little ponies,” the Sun Princess’s voice echoed through the hall, more than a voice should have. “The Elements of Harmony don’t destroy. They pull away and dispel Chaos and Darkness, as they did with my sister.” The Moon Princess looked like she didn’t want to be reminded of it.

“And if that’s enough?” Twilight looked at her friends. They hurried to their positions. Four of them did, anyway. “Let’s do this. We’re going to be saving a lot of ponies in Equestria, and the sooner we get started…:” She looked at one blank position. “Wait, where’s Rarity?” Five Element-bearers, three unicorn stallions, one baby dragon, and two immortal Princesses all looked at the guards by the open door.

“Eh…” The one with the tallest helmet-crest said, his white cheeks flushing red. “She said she needed to use the little filly’s room.”

Twilight snorted in annoyance. “Rarity, you have got lousy timing.”

* * *

“You killed all those ponies?” Sweetie Belle asked her big sister, her eyes wide. “Could you get rid of Dee Tee and Spoony, too?”

“Rarity Belle of Ponyville,” Princess Celestia intoned in a voice that set everypony in the courtroom trembling, “You have been convicted of the deliberate murder of twelve ponies, two fillies, one griffin, and one minotaur. As Princess of the Sun and Ruler of Equestria, I sentence you to death by permanent petrification, to be carried out within the day…”

Sweetie Belle screamed, a high-pitched ear-flattening shriek.


Rarity shuddered awake, Sweetie’s scream transforming into the squeal of wheel flanges against rails as the Canterlot Limited backed down the wye into the throat trackage of Canterlot Station.

Must have dozed… Can’t sleep! I won’t sleep! Never ever again!

Bags under bloodshot blue eyes, mane and tail as frazzled as Twilight’s during the Smarty Pants Incident, the white unicorn bounced from hoof to hoof like Pinkie Pie on Dark Roast’s special espresso. She’d taken a coach ticket on the overnight train – no sleeping car, NO COMPARTMENT – spending the past fifteen hours pacing from end to end of the train, stopping at the dining car every two-furlong lap for another of “the strongest tea you have”, that yerba mate from the far south she had to cut half-and-half with honey to offset its bitter taste. Then, after the dining car closed for the night, ordering the same at the all-night bar in the observation/club car at the train’s tail end.

Pacing through twelve hours of intermediate stops and engine changes and cup after cup of yerba mate and its urinary aftereffects, while Luna’s night yielded to Celestia’s day. Through the hour-long layover at Colton in the valley below, Canterlot mocking her from its mountaintop above, while the train crew swapped out the locomotive for a heavier one that could handle the mountain grade to the capital. Through two hours of the twisting mountain grade, stopping at every siding to rewater the engine, fighting down panic when the air went foul from coal smoke in the tunnels and long snowsheds.

And now, fifteen sleepless hours after leaving Manehatten, the Limited was finally backing into Canterlot. Too slow… Too slow…

When last DID I sleep? The night before last? Before I saw… that movie…

Her bloodshot eyes slowly eased shut, only to jerk wide and awake as the car jolted through the station’s throat trackage, wheels squealing.


She snorted, hooves stamping a tattoo on the swaying floor.

“Sweetie, little sister, I didn’t mean to, I’m, I’m not that mare, I…” She looked down the interior of the club car, past the mares and stallions giving her strange looks, to the newspapers in their racks. The Manehatten Times, with that front-page picture. Her friends, Princess Luna, and that, that other her! That Changeling! Or impostor, or whatever she was. Who knew what they were after or could be doing to her friends even now?

“Fluttershy, Pinkie Pie, all of you, I swear I’ll save you! If it’s the last thing I ever do!”

The conductor gulped, stepping forward as the brakes began to hiss. His coat and mane matched one of the murder victims in the movie.

“Ma’am, I…”

“NO TIME!” She whinnied, rearing up, flailing with her forehooves. “I HAVE TO SAVE MY FRIENDS! AND THE PRINCESSES!”

Brakes hissed as the train squealed to a stop on Track Six. While it was still moving, the observation-car door slammed open and a white-and-purple streak galloped down the station platform.

The conductor’s face popped out the open doorway. “MISS! MISS! WHAT ABOUT YOUR BAGGAGE?”


* * *

Three lengths above the floor, Rainbow Dash shot through the Gala Hall’s door and braked to a hover. “I checked the crapper—”

“DASH!” Twilight neighed; the blue pegasus recovered.

“—I mean the little fillies’ room. She’s not there. Nopony’s seen her.”

Unicorns in Palace livery appeared below Dash, announcing the same for the other “facilities” in that wing of the Sun Palace.

Celestia looked pained; Luna rolled her eyes.

“FIND HER!” chorused both Alicorns Major and Spell Nexus, the Royal Canterlot Voices of the Princesses shaking the room.

The Royal Guards in the room snapped to attention; a quick exchange of whinnies, and half their number – including Spellguard unicorns – headed for the doors.

Celestia turned to Blueblood. “And you, Nephew.”

“If I have to go,” the white unicorn quavered, “can I take one of the lanterns with me? To make sure there are no Changelings?”

Now it was Twilight’s turn to roll her eyes along with Luna. A couple Royal Guards within earshot whickered.

The Sun Princess did not look happy. “Fine. Go.”

Four mares and a minor Royal charged out the door with the Royal Guards, Rainbow Dash and the Pegasus Guards airborne, Blueblood snatching up one of the Changeling-detection lanterns by the door as he passed.

Fluttershy brought up the rear, barely off the ground, yelling to the others as loud as she could. Which wasn’t all that loud.


A sun-gold aura enveloped the yellow pegasus, pulling her back into the room, hooves flailing on air. Then she stopped, spun around in mid-air, and found herself looking right into the violet eyes of Princess Celestia.

“And just what is it that we should know about Rarity?”


* * *

The reek of Rarity’s own sweat filled her nostrils; the thunder of her hooves filled her ears, punctuated with yells and neighs from the ponies and carriages she dodged in the flagstone streets of Canterlot. Her breath foamed from her mouth, her sweat dripped and sprayed from her matted white coat as she galloped through the city like the mare that raced Death in the old filly tale. Well-dressed unicorns stared and hurried out of her path with panicked whinnies. Even cart-ponies reared and backed away from the mad mare that passed them, her mane and tail a matted purple mess, blue eyes wild and rolling and bloodshot from her non-stop gallop across the entire length of the capital. She was in the Old City now, the north end near the Castle; towers and buildings of marble and gold and faience blurred by; the stone of the streets rang under her hooves.

Then she was past the city proper, Epona’s Tears roaring in her ears as she crossed the marble bridge over its headwaters. Beyond, the South Gatehouse of the Castle shone like a diamond, blazoned with the Princesses’ cutie marks, Sun and Moon banners fluttering in the late-morning breeze.

Chest burning and froth dripping from her lips, she crossed the roundabout where Twilight’s rental carriage had dropped them all off for the Grand Galloping Gala; her nostrils flared, fighting for breath as she approached the golden-barded ponies guarding the gate.

The two gate guards, both earth ponies the size of Big Mac, scraped armored forehoof against paving stone and moved inward, blocking the carriage-sized gate with their sheer mass. Rarity’s horn started to glow.

“HALT! None may pass unless – HEY!”

“NO TIME!” Rarity yelled, barely aware that she’d reached out with her magic and snatched them both up. The two earth ponies kicked, caught within the violet glow of her magic. She flung them aside, into the rosebushes that flanked the entryway. “MUST STOP OTHER ME! BEFORE SHE DOES SOMETHING HORRIBLE! MWA-AHAHAHA!”

Ignoring the screams of equine pain from behind her, Rarity charged inside. She was here, in Canterlot Castle, in the Sun Palace, now all she had to do was find that, that impostor and…

And a portcullis slammed down in front of her; another crashed down behind her, and a grey glow of magic surrounded her, lifting her into the air and off her hooves.

Rarity kicked and shrieked, all four legs galloping on air. Sally ports opened on each side and they entered, a pair of stern-faced, grey-coated unicorns in Spellguard barding. Their horns glowed as they exerted their effort to hold her in place. Groans of pain came from behind as the two earth pony gate guards pulled themselves off of the thorns. The flat-eared looks they gave Rarity through the portcullis belied their angry snorts.

“That’s her!” The younger earth pony guard yelled again from outside the portcullis grating. He pointed a hoof at her, wincing a bit, Thorns studded him and his senior thick enough to leave them looking like porcupines. “That’s the wild-looking, crazy mare that attacked us!”

“Did you call moi ‘wild-looking’?!?” The guard flinched back as Rarity craned her head out on her long neck. Her mane hung around her face in witch’s locks, like it had when she’d encountered Poison Joak for the first time. Sweat streamed down her sides. “Oh, I suppose I do look a bit of a mess, and – NEVER MIND THAT!” All the guards flinched back, as much from the reek of unbathed and filthy mare as from the volume of her voice. “I’M RARITY! OF PONYVILLE! COUNTESS OF LIPPIZAN! ELEMENT OF GENEROSITY! THE RARITY IN WITH THE OTHERS IS AN IMPOSTOR!” They looked at her skeptically until she added, “OR A CHANGELING!”

At that the guards’ eyes widened. More Royal Guards, earth ponies, came through the sally ports along with another Spellguard, this one with an officer’s helmet-crest. The new Spellguard went to the wall and took down a simply garish lantern worked in brass within which a greenish crystal glowed. He held it before Rarity’s face, then her Cutie Mark. The light of it turned her coat a hideous shade of green. Rarity felt a dim surprise that she noticed something so inconsequential – well, so not as important as usual – as she yelled at him, “Now let me down before that, that FAKE, does something terrible to my friends and the Princesses!”

The Spellguard officer gave her a fierce glare, then turned to the other barded unicorns and ordered “Free her!” The magic glow faded; Rarity settled onto the flagstones as with a creak the portcullis began to rise.

“Lady Rarity, please let us escort you – Not again!”

The instant Rarity’s hooves got traction she was off, squeezing under the portcullis and racing out of the gatehouse across the South Gardens towards the Inner Gatehouse and Sun Palace.

Her friends were in danger. The Princesses were in danger. From some phony who thought it could steal her – HER! – appearance to work whatever wickedness it wanted against her homeland.

She would catch that fake, and when she did, she would do to her what her green-maned copy in the movie did to –


* * *

Ardi crept as silently as he could down the hallway, keeping clear of guard patrols and those magical lanterns alike. Thankfully none of the guards or servants seemed interested in questioning “Rarity” about what “she” was doing. For his part Ardi tried sniffing his way along as unobtrusively as he could, seeking to use the halls with the weakest and thus oldest scents in them. All he needed was to find a door that led outside, where he could hide or escape or both.

That proved easier said than done. He found himself in a chamber of marble, the walls set with brilliantly-colored tapestries of The Burning Queen to one side and more somber ones of The Nightmare to the other with three halls leading from it. Several of those magic lanterns hung between the tapestries, shedding a soft green glow. He tested the air at the ways leading off to the right and left, only to pull back with a disappointed soft growl. Both smelled strongly of pony even through the flowery Rarity-suit scent. Worse, he could hear faint voices from down both of them. He went to the one going down the opposite way. It smelled promising, only to end in either a balcony or landing platform overlooking the gardens. Ardi shuddered as he headed back to the chamber he’d just left. After last night and the, the Twisting One, he’d take his chances with the ponies. That thought in mind, he entered the room and froze.

“Where’s Rarity at, anyway?” He cringed as he heard that spear-head Twilight’s voice coming from the direction he’d originally come from and getting closer. “Honestly, couldn’t she have done that before we all got together?”

Then, even worse: “Ah dunno, Twi. Somethin’ bout the way Rarity’s been acting these past few days is making me kinda wonder ‘bout her…”

Eeeep! That’s that wolf-killer Applejack! Ardi backed away. No way out in that direction, and the voices from down the right and left-paw halls were getting louder too. Worse, he could hear more hooves coming closer, clopping hard over the marble flooring and thudding soft against the carpet. That and the sounds of metal barding clinking. Not just servants, but those guardponies. What to do what to do?

“Lady Rarity?” Ardi almost let out a yelp at that voice so close by. He turned to see a black and gold spear-head mare in a maid’s uniform standing by some of the drapes hanging against the wall. She stepped out of sight, holding the drape open with her magic to show a tunnel worked in stone behind it. “If you want some privacy, nopony ever uses this.”

“Thank you!” Ardi hissed as he lost no time slipping in beside her. She looked him over. Ardi wondered at the almost predatory look in her eyes, but as he heard somepony hurrying into the chamber, he asked, “Where’s this place to hide? I mean, so I can freshen up.”

She eyed him dispassionately, tilting her head first to one side and then the other. Ardi shifted uneasily. What was she looking for? He almost snapped at her to get moving when she finally said, “Something’s odd about you. But this way.” She turned and trotted gracefully down the short hall towards a door at its end. Ardi gratefully hurried after her.

He sniffed and grinned, showing fangs. This hall smelled of mold and dust, the walls were of brick instead of stone, hung with lanterns of black iron rather than those magical brass ones. A hint of dust in the air almost made him sneeze. The floor below was wooden planking worn smooth and stained near-black from what must have been decades if not centuries of use. He felt glad for his lupine vision. It got dark after you went a few lengths in.

“So what’s down here?” He asked. The answer showed before him, in the form of an iron-bound wooden door. It seemed to have no draw-latch or other way to open it, and he saw why with a shudder. Emblazoned on it at slightly above eye level in gold, shining in the dark, was a Royal sunburst – just like the one on the Burning Queen’s flank, repeated through all the mosaic and terrazzo and tapestries of the Sun Palace. One ear twitched as he thought he heard hooves behind him; he hurried up alongside the maid. “Can we get in there, please?”

“But of course, Miss Rarity,” she said. Her horn glowed softly, like the soft pale glow of foxfire around old logs or floating in swamps; the door creaked open. “Inside, please. Hurry.”

He did as she said, relief flowing through him at his escape – and promptly yelped as a golden glow filled the inside of the room. Another yellow flash seemed to come from behind as the maid closed the door.

Ardi blinked, his eyes filled with stars, and stared at what he saw. He’d wondered where Celestia remembered her victories over wolves and other creatures, and now he saw them.

Or did he?

The room was filled with small wooden tables and cabinets, none of them fancy like the ones elsewhere in the palace, but all of them looking made to last for years. And set atop and on them all he saw various objects. A set of seven dragon horns, still showing blackened from great heat. That made him gulp. Nearby an arrangement of griffin feathers and in the middle, an old and delicate cameo of a spear-head mare. And more, pictures and statues and tapestries and paintings, some of them treasures even to a wolf’s eyes, some of them looking like they’d been done by foals. And in every one a different pony, most spear-heads with an occasional fliers or earth ponies. One or two even looked like those bat-winged fliers, and was that a griffin? All of them framed and preserved and mounted in a way that made their meaning clear.

“These are ponies the Burn – that Celestia knew,” Ardi said, confusion washing through him. He looked around the room in awe and sudden embarrassment. “She, there’s nothing here of her victories over wolves, of all the times she and her sister killed – their enemies. Are they that insignificant to her?” Or, Ardi realized with a shock, does she only remember the ponies that worship – that she loved?

But the Burning Queen and Nightmare Moon are monsters, they hate wolves, they keep the ponies as slaves, they don’t love anything…

“Miss Rarity,” the maid said behind him. For some reason she sounded very familiar, and what was that scent? He got the idea that he knew it. “Miss Rarity, please do turn around. I need something from you.”

“What?” Ardi said and turned to see – RARITY LOOKING BACK AT HIM?

His eyes bulged, his jaw dropped, and a golden glow went along the other-Rarity’s horn that spread to him. He felt something tug at his mind, and then that glow vanished as the other-him/her/it recoiled with a hiss.

“You…” she began, her eyes narrowing. “You’re not a pony. But you’re not one of Us, either.” Those eyes went wide, and Ardi almost choked on the promise of blood in her scent as her rage filled the chamber’s air. “Chrysalis sent you to deal with me.” Her voice became a roar as she vanished in golden fire. “Assassin! She won’t steal my Hive!

The magical flame cleared and a snarling Changeling Queen stood before him, her black and gold armored carapace gleaming, eyes and horn aglow with fury, wings buzzing and fangs bared.

She took a step closer as Ardi stared in horror.

The door opened with an eldritch green glow; they both turned to look, the Changeling flashing back into the other Rarity.

“Oh, what are you doing here?” That golden-maned spear-head stallion – the minor Royal with the black eye – snorted at Ardi in annoyance. One of those magical lanterns hung in the air beside him. “Aunty wants you in the Great Hall so you can cast that spell to get rid of those disgusting bugs –” Then he caught sight of the second Rarity; the light from his lantern fell over her and she was again a Changeling Queen. Blueblood’s voice choked off in a whimper.

For a long moment Ardi, Vespid, and Blueblood all stared at each other as if a cockatrice had turned them all into stone. The unicorn Prince worked his mouth, but no sound emerged except for a Fluttershy-ish squeak.

“You idiot!” Vespid spat at Blueblood, just as Ardi un-petrified and raced for the door, his lupine fangs showing past “Rarity’s” lips and very un-ponylike yelps tearing from his throat.

“YIPE YIPE YIPE! I’m gonna get burned alive! Or eaten! Or both!”


* * *

Once when she’d lived in the Library Tower, Twilight had tried to count all the rooms in the Sun Palace, and lost count at three hundred seventeen. And it seemed like Rarity was determined to be found in number three hundred eighteen. She sighed in frustration as she walked into number forty-two, one of the smaller reception rooms she remembered, Spike riding on her back and Dash flying overhead. A pair of Spellguard unicorns accompanied them.

And to make matters worse, Spike kept trying to tell her some “shocking” news about Rarity. Now of all times!

“Yeah, Twi, you really need to hear this,” the little dragon’s voice came from her withers. “Uh, it’s about Rarity. She’s not exactly herself right now… WHOA!” Twi reared, bucking Spike off her back as Prince Blueblood raced screaming into the room from an old side passage Twi remembered seeing Celestia use once. That lantern he’d carried thumped on the floor, slid across the floor leaving scrape marks; the two Spellguards lowered their horns.

“Yeesh, buddy!” Dash yelled down at Blueblood as the stallion ran to duck behind Applejack, pushing her ahead of him. “Just what is your problem?”

“And did ya find Rarity or not?” Applejack asked him. Blueblood just whimpered and pointed back at the drapery as it whipped aside to reveal –


“Please, you have it all wrong!” The first Rarity wore her Element, but she backed away in terror from the second. The other Rarity following her face-to-face, her eyes blazing. First-Rarity said, “I’m not here to take anywolf’s hive from them, I just want to go home! And I want to get out of…”

“Spare me your lies!” Second-Rarity advanced towards First-Rarity, backing her towards the fallen lantern. Twilight’s eyes widened as she got closer to the lantern and her coat darkened, going from hair to gleaming chitin; holes began to appear in her forelegs. “Chrysalis sent you! She won’t take…” And she stepped close enough for the lantern to reveal the truth. Long legs, insectile wings, jagged horn, a gold-trimmed black chitinous carapace and tattered golden mane and tail and yellow eyes that glowed like phosphorence.

Twilight gasped. Her friends yelled, and even the guards let out shocked whinnies.

“I told you!” Blueblood pointed a hoof at her. “The Changeling Queen! She’s after me!” He cringed back as she wheeled on him.

“I couldn’t care less about you, you worthless drone…”

Then to Twilight everything shifted into slow motion. She began charging her horn for a magic blast; beside her, the Spellguards did the same, their horns glowing with the grey-green aura of Spellguard magic. And First-Rarity, the one wearing the Element, backed against the lantern as she yelled, “That’s right, fellow ponies! Get her, that nasty monster pretending to be one of us – EEEYOW!”

Rarity shrieked, but it was a white-furred young wolf with Rarity’s ribbon of mane and tail that leaped into the air clutching at his scorched backside. He landed with a yelp still standing almost astride the lantern, and looked at Twilight and her friends.

“Hey, what’s the problem?” He said, his voice sounding bizarrely like Rarity’s before adding, “Er, darlings?”

“Oh, so that’s where the wolf was hiding!” Pinkie said in her normal cheery tone. “Hey, did you get that costume from the same place I got my Fluttersuit?”

“That’s where that low-down sneakin’ wolf was hidin’!” Applejack snorted in fury. “He done ate Rarity an’ made a pony-suit outa her hide! An’ now he’s trying ta steal her Element!” With a whip of her head, she snatched her lasso from her saddlebag.

“Not Rarity!” Dash yelled and almost snarled herself. “Hey, even if she was a prissy pony, she deserved better! I’m gonna yank that wolf’s tail out by the roots for this!” The wolf’s eyes bulged in horror.

“Ardi didn’t eat Rarity!” Spike yelled as he scrambled up from the floor. “He didn’t hurt anypony! Uhhhhh, I don’t know about the Changeling, though.”

“That wolf!” Twilight looked from the changeling to the wolf. “What’s he doing wearing my Archmage’s Thesis? Spike, you better have some sort of explanation for this!” And with those words she turned and unleashed her horn’s power at the Changeling Queen.

Or tried to. The yelping Rarity, wolf, whatever, charged right into her just as she cut loose at full power. She yelled as her magic blast brought down a large chunk of the ceiling, set two tapestries by Old Master on fire, and sent everypony scattering. Including both Spellguards, their own magic blasts taking out two windows in a hailstorm of lead chips and colored glass. Lupine yelps, shocked whinnies, equine snorts, a changeling’s angry chitter, and a draconic howl of pain all sounded at once.

“Oh, no!” Twilight got back up, her head spinning. “Girls, somepony, stop that wolf! And that Changeling Queen…”

She looked around in dismay. Eyes rolling and horns smoking, both Spellguards tried to get to their hooves while Spike winced and kept kissing the tip of his tail, a rather obvious hoofmark on it. And yelps and neighs and shrieks came from down both the halls leading right and left.

A purple glow of magic enveloped Spike, pulling him off the floor to face Twilight.

“SPIKE!” Twilight fought down an eye twitch as she looked into her Number-One Assistant’s purple-scaled face. The little dragon attempted an innocent smile. “When this is over, you are going to explain EVERYTHING to me!” She let him go and then they both raced down the hall.

“But first let’s catch that wolf. We can’t let him get away with that Element!”

* * *

I’m dead! I’m dead! I’m dead! I’m dead! I’m dead!

Ardi fled from the enraged Dash and Applejack, the Element slapping against his chest as he somehow managed to keep ahead of both. He wondered just how many times he’d ended up running for his life over the past few days. Too many, he decided. Palace servants scattered from his path or stared in shock as he fled down the hall. He could hear the furious cries from both Applejack and Dash behind him, just like in Ponyville a few days ago.

“Ya pony-eatin’ vermin! Ya ain’t gonna steal any o’ the Elements of Harmony on our watch!”

Which way out? Which way out? Ardi sniffed. The scents with those voices from ahead, flowers and green grass and a strong, very strong, stink of pony sweat. Outside smells. The wolf put his head down and raced for it. Right around a corner and –

More Royal Guards stood there, along with – WHAT?

Ardi screeched to a stop as he found himself muzzle to muzzle with a spear-head mare. At least he thought it was a mare. Stinking from the sweat and dirt that crusted her hide, filthy purple mane and tail hanging like rags, those wild bloodshot eyes somehow focused on him.

“YOU!” The bloodshot blue eyes wandered – no, twitched – down to the Element. That hoarse voice rose into a madmare’s shriek. “YOU FRAUD! GIVE ME BACK MY ELEMENT, IMPOSTOR!”


* * *

“YOU!” Rarity roared in a fashion that would have impressed a dragon. That, that thing before her, wearing her form, wearing her Element, backed away in horror as Rarity called on her magic to seize it. Her horn began to glow blue. The Royal Guards behind her tried to force their way forward.

“NO! THIS ONE’S MINE!” She gave her escorts a murderous madmare’s look, turned back to that fraud just in time for him to turn and kick out with his rear hooves, catching her square in the lip. She whinnied at the sudden pain and he raced back down the hallway yelping in panic.

“IT! IS! ON!” The madmare lowered her horn and charged, Spellguard and both earth pony guards charging with her. Within five lengths she’d pulled ahead of the others. Past fleeing palace servants screaming in terror; trays of food, mops, brushes, and other things flying in every direction. Green-grey magic blasts shot past her, just missing the fleeing thing in her form but leaving smoking holes in the carpeting underhoof and the tapestries against the walls. The madmare ignored them all, leaping over cowering Palace staff like obstacles in a steeplechase, tunnel-visioned on the impostor who kept just out of her reach.

“Not again!” It howled as it ran, “Please, let me go – Hey!”

“Never!” Rarity mumbled out through the mouthful of purple tail she’d snatched with her mouth. “I’LL TRAMPLE YOU! IMPOSTOR! EEEK!” It pulled away from her with a mighty yank and a doglike yelp, leaving a long mouthful of ribbon-like tail hanging from her jaws. She spat it out in horror. “That was a month’s work! You vandal!” It fled around the corner and she pursued, fantasies of vengeance filling her head.

Relief surged through her as she saw Applejack and Rainbow Dash there, Applejack on the ground, Dash in the air above her. The impostor stopped before them, looking back and forth from the furious mares to her, ears flattened and tail tucked close.

“THIEF!” Rarity shrieked. Dash and Applejack stared at her in some weird mix of horror and confusion.

“Dash, it’s thet Changeling Queen! An’ she looks like th’ ugliest, nastiest Rarity ever!” Rarity stared at them in horrified indignation. Moi, ugly?

Before she could tell them to grab that robber, the palomino and azure pegasus were diving on her. “Help me hold ‘er down ‘til Twilight gets here!” Past them the fake her disappeared down the hallway, yelping in panic.

“What are you two nincompoops doing?” Rarity tried to yell again, but got a mouthful of blond mane. Somepony put their hoof into her belly. Rarity shrieked and bit. Dash howled.

“Ahhh! She bit me! Now I’m gonna turn into a Changeling!” Rainbow Dash jumped back, staring at her foreleg in horror as though she expected holes to start opening in it right then and there. Applejack snorted as she tried to hold down the biting and kicking unicorn.

“Doggone it, Dash, that’s only in stories!” The palomino got a grip on Rarity, forcing her to the carpet as the guards leaped over them both, going after Other-Rarity.

“Hold on there, ya fake!” Applejack neighed. “How many of ya are there, anyway?” She sniffed and wrinkled up her nose in disgust. “Yeesh, ya could’ve taken a bath if ya wanted us ta think you were Rarity!”

“Fake? FAKE?” Rarity turned a blazing eye on her. “If you two don’t let me go, I swear I will stick you both in the most frou-frou dresses in my Boutique for a MONTH!” Both mares flinched.

“Consarn it, Rarity, ain’t no need for…” Applejack blinked. “Wait, you’re th’ REAL Rarity?” She backed away and let her get up. Rarity swayed on her hooves, but she rose. Rainbow Dash kept a safe distance, staring in confusion. “So the wolf didn’t eat ya? What happened t’ y’all? Did the wolf an’ the Changeling have ya locked up in a sewer or somewheres?” She sniffed and put one hoof over her nose. “Sure smells like it!”

“Never mind!” Rarity snorted and charged down the hall after the impostor and guards, her heart pounding within her. That creature was trying to escape! “And stay out of my way! THIS! IS! PERSONAL!”

* * *


Ardi raced down the hallway, his heart pounding almost as much as Rarity’s. He could hear the pursuing ponies behind him, but terror gave him strength and he stayed ahead of them.

“THIEF!” Ardi dared to glance and saw that maddened and filthy spear-head hot on his tail, passing the guardponies. She lowered her horn like a hunting spear. The wolf yelped in panic.

“FLUTTERSHY! SPIKE! ANYWOLF! HEEEELP!” Ardi smelled familiar scents, looked ahead and saw Twilight and Pinkie.

The spear-head froze in shock; the poofy-maned poisoner leaped up on her hind legs; pompons appeared in her forehooves.”GO! GO! GO! GO! GO!”

“Hey!” Ardi raced past the spear-head; she yelled after him, “Will somepony explain all this?!? Rarity and Rarity and...” She whinnied in shock. “Another Rarity? OW!” Ardi looked back and saw her rolling over the floor away from that mad mare. The spear-head’s eyes blazed fury at him; the poofy-maned poisoner kept – cheering him on? Waving pompons?

“GO! GO! GO! GO! GO!”

The madmare was gaining on him, a mad glee filling her wild eyes, foam and froth streaming from her jaws. “YOU THIEF! YOU FRAUD! YOU IMPOSTOR! I’LL MAKE A COAT OUT OF YOU! AND I’LL USE LIME GREEN AND MAUVE FOR THE TRIM! TOGETHER! WHA-HA-HAAAAAA!”

“AAAAAAAAAA! FATHER FENRIS! SAVE ME!” Ardi looked ahead, at large half-open doors that looked familiar and were approaching fast. He heard voices from within but didn’t care. Whoever was there would be better than this rabid pony behind him! They had to help him! They just had to!

“SHE’S MINE!” a voice roared from beyond the doors, then the room ahead whited out in a blinding flash and a deafening roll of thunder. Ardi cringed in mid-run, hesitated…

And a screaming Nightmare landed on his back, kicking and biting.



Rabid unicorn on his back, Ardi charged through the huge doors into some sort of hall full of ponies. One of them twice the size of the others and bright as Day. He had just enough time to notice the chalked diagrams on the floor when half a dozen armored ponies piled onto him from above. His momentum kept the pony pile sliding across the slick marble floor; as he slid to a stop, something pulled the madmare off him and held him down.

The madmare kept neighing beside him; something blue and shining tore the ponysuit from his body and he was a wolf again. I’m dead I’m dead I’m dead I’m dead I’m dead…

“Ardi?” It was Fluttershy’s voice.


He opened his eyes and looked up.

Into the eyes of The Burning Queen. Beside him, that other Rarity, the madmare, stood shaking between two other ponies in armor, quieting down. And another-other-Rarity that had to be the Changeling cowered on her belly, held in the same golden magic aura.


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