• Published 11th Jul 2013
  • 4,888 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 Two: Zero for Two

Day Two: Zero for Two

Princess Celestia had raised the sun clear of the eastern mountains as Fluttershy trotted down the Everfree Road, her pink sweater cutting the morning chill. Her usual smile slipped a bit at the sight of fillies and colts going to the red schoolhouse by the West Pasture – every one accompanied by their mother or father or both. Berry Punch with Ruby Pinch, Filthy Rich with Diamond Tiara in a chauffeur-drawn carriage....


A shadow fell over Fluttershy; she froze with a squeak as Derpy dropped from the sky, just missing her. The derp-eyed grey mare carried Dinky riding on her back, and she wasn’t the only pegasus mother to do so. Pegasus, unicorn, or earth pony, all their ears were set flat as they tried to look everywhere at once, with occasional nervous whinnies. Every pegasus except herself airborne out of wolf’s reach, Applejack walking beside her little sister, hooves bucking the dirt as though daring any hungry wolf to try for a snack of fresh foal.

That thought sent her back to last night. After talking, Fluttershy gave up her upstairs bedroom for Ardi. He’d dropped off almost before he climbed into her bed – weren’t wolves supposed to be nocturnal? – at which point she slipped downstairs and conked out on the sofa. Come the dawn, she stopped Angel from awakening him by blowing a hunting horn in his ear, whipped up a quick breakfast of eggs and bean paste for him and honeyed oats and alfalfa for herself, and as soon as she finished feeding her animals – the ones Ardi’s presence hadn’t scared away – she’d started for town. After she’d gotten a promise from Ardi to stay inside and away from any of her curtained windows and given Angel a stern warning against any further shenanigans. As sternly as she could, which wasn’t much. The rabbit scowled back at her, but finally nodded yes.

Just past the school stood the great hollowed-out tree of the library, marking the actual edge of town. “Golden Oaks Library” was the official name, but everypony called it “Books & Branches” or just “the Library”. Fluttershy called it “Twilight’s House”, and smiled as she trotted towards it. All she’d need to do would be to explain and Twilight would be glad to help. She just hoped that her friend didn’t question Ardi within an inch of his life before letting him go under an illusion. The pegasus sighed in relief as she walked up to the main door, only for it to be flung open before her with a loud BANG!


Fluttershy found herself several lengths off the ground before she even knew she’d spread her wings. She stared down and found herself locking gazes with a purple unicorn coming out the door levitating her own weight in books. Hardly unusual for her. The yellow pegasus sighed and dropped down by her. “Oh, Twilight! You startled me a little, I…”

“No time!” The purple unicorn raced past her and around the library, hurling the load of books into the back of what Fluttershy was surprised to see was a Royal Pegasus Chariot. The two gold-barded, white-coated Day Guards in the traces gazed at her with their usual stoic calm, but she could tell by the scrape of their forehooves against the ground and the soft ruffle of their wing-feathers that they were eager to be off. Twilight turned and dashed back into the library, calling as she did, “Oh, hi Fluttershy! Have to hurry! Can’t talk!”

Did they find out about Ardi somehow? Are they here to arrest him? A second glance reassured her, and she sighed in relief. She doubted that the guards would still be harnessed to the chariot if they were here to hunt a wolf; and chasing lone wolves seemed to be a waste of the Royal Guards’ time. Even as she thought that, Twilight came running back out with another load of books.

“Oh, Twilight, I have this teensy tiny little problem I was kind of hoping you could –“

“Sorry, can’t! Not right now!” Twilight threw the second pile of books into a small case that looked strapped to the floor of the chariot. She got in beside it and said, “Big rush! Princess Celestia! Called to Canterlot! Whoops, bye!” The last words barely left her lips before the guardsponies reared, neighed, and took off at top speed.

“Oh dear!” Fluttershy took off, flying as fast as she could, wings pumping as she pulled alongside the chariot. It looked to be made of gold-inlaid wood, and the guards wore full barding, but they still flew so fast she could barely keep pace with them. The wind whipped at her eyes and tossed her mane as she began gasping, “Twilight! I! Have to! Ask! A! Favor!”

“Sorry, Fluttershy, no time! I’ve been called to Canterlot by Princess Celestia, and she wants me right now!” Twilight yelled back at her, her voice growing fainter as the pegasi poured on speed and the chariot pulled away, leaving Twilight’s yell in its wake.

“Be back in a few days! Whatever it is, Spike’s minding the library! Ask him!” She might have said more, but the chariot shot out of sight, shrinking to nothing beside Canterlot where it shone in the distance, a diamond on the side of faraway Mount Epona.

Heart sinking inside her, Fluttershy stared after it for a moment, then with a sigh she turned, circling to glide back to the library. Touching down and folding her wings, she took a moment to catch her breath. She’d never been a strong flyer, and this – this was the hardest she’d flown since – since Rainbow Dash press-ganged her – along with every other – pegasus in town to – to raise that waterspout to resupply Cloudsdale.

“Oh, darn,” Fluttershy cast one last mournful look north towards Canterlot. “I guess I’d better find out what’s going on from Spike. At least I have a little time before meeting Rarity at the Spa.”

The bell over the door jangled as she entered. The musty smell of old books hit her and she wrinkled up her nose against a sneeze. Twilight seemed to love that odor; Dash used to say that Twilight must have perfume atomizers of the scent around just so she could always feel at home. Certainly the library’s collection had improved under Twilight’s care, Fluttershy thought as she looked around at stout wooden shelving carved from the heart of the tree, bearing books ranging in size from pamphlets to massive encyclopedias. She headed for the table at the center of the reading room, where a tiny wingless purple dragon looked up at her approach.

“Hey, Fluttershy.”

“Oh, hello, Spike,” she said as she walked up to him, smiling. The little dragon bore a gloomy look on his face as he looked down at a thick magazine on the table before him. “I just saw Twilight taking off outside, and – oh dear. What’s the matter? Did I come at a bad time?”

“What? Oh, nah, Fluttershy, it’s not you.” He gave her a disgusted look and held up the magazine. She caught a glimpse of a brightly colored, almost garish cover as he said. “The whole problem’s Changelings!”

“Ch-ch-changelings?” Fluttershy’s mouth went dry; she fought down an instinctive urge to dive under the nearest table as she said, “Where? Not, not here in Ponyville?” She thought back to the Royal Wedding. She remembered the monstrous buzz of what seemed like every horsefly in the world as they swarmed through the sky, those empty blue eyes, the flashes of green magic as they became Cadence, her friends, her… They’d barely escaped, and if it hadn’t been for Princess Cadence and Twilight’s brother… She swallowed and half whimpered, “I really don’t want to have to fight changelings again.”

“Yeah,” Spike said, scowling as he looked down at the magazine. “Ever since that big fight at the wedding they’ve been popping up all over…”

“Eeeeep.” Fluttershy tucked her wings in close and found herself shrinking down against the floor. It scraped against her soft belly.

“Huh? What?” Spike looked at her, blinked, and then smiled. “No! Not like that! I mean…” He hopped down off of his chair and walked over to her, holding his magazine out. Fluttershy looked at it and winced. It bore a monstrous-looking Changeling on the cover. One obviously drawn by somepony who’d never actually seen a real Changeling, not with those insectoid mandibles and fang-tipped palps they’d given it. “Oh, dear,” Fluttershy said, shaking her head, “they mixed a spider and an insect’s mouth parts together? Twilight must have been so unhappy to see that.” Then, looking closer, she realized something. “Oh, pardon me Spike, but isn’t this one of those cheap fiction magazines Twilight keeps complaining about? The,” Fluttershy worked to dredge the term up from her memory, “bit novels, she calls them?”

“Nah, those are actual books,” Spike said. He shrugged. “Cheap paperbound ones, but still books. This is one of the pulps.” Fluttershy looked blankly at him. He facepalmed. “Oh! Umm, you know, those cheap magazines they sell on the top shelves at the Ponyville newsstand? Thrilling Wonderbolt Sky Adventures? She-Griffin With a Sword? Those Daring Do knockoffs? They use real low-quality paper to make them – wood pulp, not rag – so that’s where the name comes from, I guess.” He pointed at the title. Fluttershy bent to read it. The words were written in large letters, made to look like they dripped blood. She took a moment to steady herself and read, “Amazing Worlds: A Changeling Anthology.” She looked back at him, and the curiosity she felt must have been mirrored on her face.

“Remember after the Day of Discord? About two months later, we started getting all those books and serials and magazine stories about it.”

“I remember,” Fluttershy said with a shudder. She blushed to recall her behavior while Discorded. “And those fans…” All those magazine serials and bit novels and even, to her and her friends’ surprise, some of those new things called ‘moving pictures’ – movies, Pinkie called them, made in Los Pegasus and Manehatten, apparently they were quite big in the cities and griffin eyries – all starring renamed, re-cutie-marked, and heavily fictionalized versions of her and her friends. She remembered how annoyed Applejack got when she found out that by changing those things, the ponies writing the stories and making the movies didn’t owe any of them any money they might have otherwise had to pay. The lack of bits bothered Fluttershy less than the memory of what accompanied all those stories. “It was really hard to get any privacy for a while.”

“Yeah, I know,” Spike said. He grinned and added, “I still remember how Twilight reacted to those two fancolts who snuck into the library just so they could talk to her early one morning. I didn’t think she could throw two guys that heavy that far with her magic.” He sighed. “But yeah, I was kinda glad I didn’t have to put up with it. Oh, sorry, ‘Shy.”

“Don’t be,” she said with a shudder. She remembered it all too well, and started trembling at the memories. It’d felt like some horrible flashback to her one-time modeling career. Reporters, stalkers, and just plain fans descending on Ponyville and hassling them all to the point where even Rainbow Dash took to flying away whenever they tried fancolting or fanfillying her. They’d ended up hiding out at Zecora’s in the Everfree; after a week the poor zebra all but threw them out to get her home back, and the sick to death residents of Ponyville were delighted when it all died down.

“Well, now it’s all Changelings,” Spike grumbled as he held up another magazine from the reading table. “Like this one, ‘Changeling Apocalypse’. Like a zombpony apocalypse, except with Changelings. Chrysalis wins at the wedding and turns ‘Princesses Solaria and Selene’ into Changelings, then takes over the rest of Equestria and turns EVERYPONY into Changelings. Forever.”

“Wh – what?” Something about that story nagged at Fluttershy. “But, wait, Twilight said that Changelings were emotional parasites, that they needed a large population of non-Changelings to feed on without killing their hosts and starving themselves. Doesn’t that mean that the story was wrong? I mean,” she hurriedly said as Spike looked at her, “It sounds wrong to me, but I don’t know anything about writing. I’m sure that the author must explain it all very well.”

“He doesn’t even bother,” Spike snorted. “Most of them don’t.” He set it back down and picked up the one he’d been reading earlier. “And the ones they have here!” He looked at the back cover and began reading. “Here’s a couple of stories where an Element Bearer – one time it’s ‘Prismatic Flash’ the Pegasus, another time it’s a gorgeous unicorn named ‘Unique’ –“ a dreamy look went over Spike’s face, “…are found to have always been Changelings. And one where another Element Bearer – a pink party pony – is an entire hive of Changelings switching off! Here’s one where ‘Dusk Twinkle’, the Princess’s faithful student, gets turned into a Changeling Queen by a dying Chrysalis and ends up turning everypony in ‘Ponytown’ into Changelings! Or the one – a paranoia party where a ‘Changeling Detection Spell’ reveals that everypony in Equestria except the caster is a Changeling! And this one…”

“Wait,” Fluttershy said, curious again. “Didn’t Twilight say something once about her teachers and the Princesses actually working on a spell like that?”

“Yeah,” Spike said back to her, a disgusted look on his face as he flipped through the thick magazine, “That’s why she left, I think. Something about Celestia wanting to see her for research on a spell ‘important to Equestria’s security and the safety of my little ponies’, and – Agh!” Spike tilted his head back and rolled his eyes. “One where ‘Midnight Glimmer’ and her cute baby dragon sidekick – I kind of like that series actually – research and cast a spell supercharged by the Element of Magic that kills all the Changelings in Equestria right before they can conquer it!” Spike flopped backwards onto the floor, in a drama-queen pose he had to have learned from Rarity. “I am so sick of all the Changeling stories!”

“I agree,” Fluttershy said sharply. Spike shot her a look, and she quickly added, “Oh, sorry! I meant to say, I agree that they sound pretty awful, and umm, I have to be going now. Bye!” She turned and hurried out the door before Spike could go on any more. Spike’s no help, Twilight’s going to be gone for days. She sighed and headed down Library Lane for the Spa, leaving the library and one irate little dragon behind her. It’s Rarity or nothing, now.

* * *

Spike snorted as be set the all-Changeling magazines back onto the pile on the reading table. He reminded himself to set them away before Twilight came back. She loathed those pulps along with the bit novels. Spike winced to remember the last hour-long rant she trotted out about all the mistakes they made when presenting magic in their stories. That wasn’t even touching the ones that made ‘their’ Celestia out to be a tyrant or monster or worse.

“Changelings, feh,” Spike snorted a small puff of dragonfire as he pulled out the latest copy of Amra. The cover art looked promising, showing a heroic young dragon defending a lovely unicorn mare with a black mane and tail and golden coat from savage griffins in “A Tale from Equestria’s Antediluvian Past!” Spike recognized the author’s name and went straight to Henry Cloppner’s latest. “Yeah. Dragons rescuing lovely unicorn mares who thank them with,” he narrowed his eyes and read, “a ‘night of wild passion’, whatever that is. Now why can’t they all be like this?”

* * *

Fluttershy paced back and forth under the professionally-concerned gaze of Aloe and Lotus in the anteroom of Ponyville Spa.

“Oh, not to be worrying, Miss Fluttershy,” Lotus said to her in her softly musical Stalliongrad accent as she took the yellow pegasus’ sweater. “Miss Rarity will be here soon, I’m sure. She never misses Spa Day!”

“I’m sure,” Fluttershy said to the earth pony mare, one of the twins who ran the spa. Aloe was the blue one with the pink mane, not pink with blue mane – or was it the other way around? She wasn’t worrying about Rarity. She was worrying about Ardi, or at least how to get him out of town now. Every idea she came up with boiled down to the same thing. Without Twilight, she needed Rarity’s help. The unicorn fashionista wasn’t as magically skilled as Twilight, but she still knew illusion magic. In a previous Spa Day, she’d recounted her ability at covering not just costuming but special effects for school plays. Fluttershy herself remembered the gorgeous illusions Rarity created for that fashion show with Hoity Toity. The second one, anyway.

Fluttershy kept going over the argument she’d use in her head, trying to make sure that it didn’t come off as badgering or imposing on her friend. True, they’d known each other ever since Fluttershy had moved here from Cloudsdale. And since her short-lived modeling career she’d been a junior partner in Carousel Boutique, helping out with rush orders. If only the fashionista didn’t keep asking her to go back into modeling again “just for me.”

So, um, if it’s okay with you, Rarity, I’d like to ask if you could give just a teensy tiny bit of help to a friend of mine. He’s kind of in trouble and needs to leave town in a hurry before Applejack and Rainbow Dash catch him, and…

Fluttershy frowned and shook her head. No, no, that made it sound like Ardi was a criminal. She didn’t think Rarity would help somepony, er, someone who was in actual trouble with the law. She thought harder.

Rarity, if it wouldn’t be any kind of trouble, maybe you could whip up an illusion for a friend of mine so he can leave town without trouble, and…

She sighed. No, still not right. How could she explain it to Rarity?

The bell on the door jingled as somepony came trotting in behind her and…



Fluttershy found herself hiding behind Aloe and Lotus before she even looked to see who’d come in. Rarity stood there, and to her surprise the white unicorn mare was practically bouncing like Pinkie Pie, curls twirling and shaking down her amethyst ribbons of mane and tail. A giant smile lay on her lips, and she almost sang as the blue light of her magic reached out and brought Fluttershy over to her.

“Oh, Fluttershy, you’ll simply never guess what happened! Oh, happy day!” Rarity stopped bouncing long enough to look at the twins and say in a voice rather like her more usual refined tone, “Oh! The Usual for both of us, please. But perhaps you could hurry just a smidge today, I’m in such a rush!”

“Oh, Rarity, I’m so happy for you,” Fluttershy said as Rarity lowered her back to the ground. “If that’s okay. I mean, I don’t even know what you’re so happy about. Oh, and I have to ask…”

“But of course, dear, of course!” Rarity walked towards the first room for their treatment. “But you must promise me dear, everything I am about to tell you must be kept absolutely discreet!”

“Oh, um, of course,” Fluttershy answered. No need to ask if the Spa Twins would keep quiet. She knew that they regarded themselves as effectively high priestesses of Ponyville’s temple of beauty, and regarded everything that heard or saw as completely confidential. “But, really, my question was…” She broke off as Rarity all but dragged her out of the waiting room towards the sauna.

“All in good time, my dear; but I have got to share the good news with you!”

Meanwhile Aloe and Lotus went into action with the speed and skill of the trained and practiced professionals that they were. Aloe hurried to make sure the mud was at the proper temperature and that the freshest seaweed was set out for the wrap, while Lotus, moving with the unhurried speed that only long practice could teach, whipped out two fresh robes for the mares as she guided them towards the sauna.

“What do they want?” Fluttershy heard the masseur call out from one of the back rooms.

“Two ‘Rarities’!” Lotus called back. “But we make quick-quick this time! Customer’s request!” She turned and bowed her head to Rarity and Fluttershy like they were the Princesses before she returned to her own work. Rarity returned it with a gracious nod and a flutter of her long eyelashes as she entered the sauna. With a weak grin, Fluttershy followed her longtime friend inside.

“Rarity, I wanted to ask about…”

“The news?” Rarity tilted her head back and sighed as they felt the dry sweaty heat of the sauna. Fluttershy let out a soft squeak of pleasure herself as the heat washed over her. “Darling, you will not believe who’s asked for me to come and visit them in Manehattan! Guess! Go on, guess!” Her eyes sparkled like sapphires.

“Umm…” Fluttershy tried to guess. “That friend of yours from Canterlot we met at the garden party?”

“Oh, no, dear, not Fancy Pants,” Rarity said, “but it was a good guess.” She grinned and winked. “It’s only the House of Finest Silk, one of THE major Manehattan fashion houses! And they invited me – ME! – to Manehatten regarding their Spring Fashion Show!” Rarity squeed like Rainbow Dash meeting the Wonderbolts or Twilight Sparkle learning a new spell. She clopped her front hooves against the sauna’s plank floor in her excitement. “It’s the biggest fashion show in all of Manehattan! And if I impress them, my creations will be in it!”

“Um, why, that’s wonderful, Rarity!” Fluttershy smiled at her friend. She remembered Photo Finish talking about Finest Silk, both the mare and the fashion design studio the former model turned designer owned and ran. Very respected, very high standards, and very secretive. “This is a sign that you’re really making it, isn’t it?” As Rarity preened, Fluttershy hurriedly added, “Not that I ever doubted that you would, of course, everypony in Ponyville knows how lovely your work is. I suppose I’m just saying that it’s a surprise that it took so long. Not that I’m saying anything against Finest Silk, I’m sure she’s been very busy…” By the time Fluttershy finished congratulating Rarity and apologizing for any possible insult she’d given either Rarity, her creations, Finest Silk (both the mare and the fashion design studio), or the Manehattan Spring Fashion Show they were out of the sauna and in the mud bath, under the Spa’s main tent roof. Aloe and Lotus stood nearby, seeing to their every need. They even kept Rarity’s favorite lemonade in two glasses on a silver platter in case their favorite customers wanted to refresh themselves. Only then did Fluttershy get around to saying, “Oh, and I have a friend who, who’s visiting, and he…”

“You have a coltfriend?” Rarity smiled benevolently on Fluttershy. “Why, congratulations, dear! I’m so happy for you! If anything becomes serious you just see me, and whatever I’m doing, I’ll be happy to make the wedding dress for you!”

“EEEEP!” Fluttershy’s head spun as she wondered how Ponyville would react to a wolf marrying a pony. For a moment she wondered if her cheeks felt hotter than the mud. “Oh, no, Rarity, it’s not like that. We’re just friends, I helped him once when he fell ill, and he’s, ah, visiting right now.” Rarity was clambering out of the mud bath. Fluttershy hurried out after her. Both mares allowed Aloe and Lotus to clean them off before they applied the seaweed wraps. Fluttershy said, “And please keep this confidential, he’s, ah, a little shy…”

“But of course, my dear,” Rarity said back with a wink and a smile. “I am the soul of discretion. And speaking of discreet, please remember not to say anything about this to anypony! You know how cutthroat the fashion world can be…” She stopped as Aloe applied the cucumber slices to her eyes.

“Er, yes,” Fluttershy said. She closed her own eyes as Lotus gave her a pair of cucumber slices as well. “I remember how it works.” All too well, she thought. “But as I was saying…”

“Dear, please,” Rarity said, sounding hurt. “I wasn’t finished talking.”

“Oh.” Fluttershy said. She felt her wings and tail droop. She sighed. “I’m sorry. Please, do go on.”

“As I was saying, Fluttershy, dear, I must beg you to keep this under your saddle. This is easily the biggest and best opportunity I’ve ever had for both the House of Rarity and Carousel Boutique. And Ms. Finest Silk was VERY emphatic that this must be all kept in the strictest confidence. So please, please,” and Rarity flung herself down off of her couch to clutch at Fluttershy’s fetlocks, “don’t breathe a word of this to anypony. At all.” She gave her friend a sly smile and said. “Not even that young not-a-coltfriend of yours.”

“Please, Rarity,” Fluttershy felt her cheeks burning. Aloe and Lotus began removing the wraps and ushering them to the massage couches. A pair of muscular earth pony stallions stood beside them. Both lifted their fore-hooves as Fluttershy said, “Oh, I’ll never breathe a word. But, Rarity, I have to ask… EEEK!” Her voice began to shake as the masseur went to work on her.

“Of course de-e-ar! But, colts, we’re in a hur-rr-ry!” Rarity called out as her masseur got to work. “So pl-ll-lease, make it speedy!”

“Okay, ladies,” one of the stallions responded, at which point both of them went to work like blacksmiths on a forge.

“Eeeep-Squeeek!” Fluttershy gasped. It didn’t hurt, exactly, but when they went this fast you felt this massage. And after the steam, the mud, and everything else, it felt oddly soothing, despite leaving her feeling like two hoof-sized jackhammers were working on her back. Fluttershy fought off her lassitude to say, “Rar-rar-rarity, it’s, I th-think I nee-need a teensy tiny f-favor….”

“Oh, so do I, dear! Thank you for reminding me!” Rarity somehow got the words out despite the pounding she was getting from her masseur. Fluttershy winced to hear the sound of firm hoofslaps against Rarity’s pristine coat as she said, “Please, dear, please mind the Boutique for me! And take care of Opal! I won’t be able to bring her along, and you know how unhappy she can get when I’m not there for her!”

“Umm,” Fluttershy hesitated. For some reason this conversation was not going the way she’d planned. “Well, of course, but I have some other commitments too…” Her voice trailed off as Rarity gave her an utterly devastated look. “Oh, of course, Rarity, I’ll be happy to do it.”

Rarity smiled as the massage ended. Fluttershy slowly worked her wings. Okay, nothing broken. Aloe and Lotus stepped in for the final phase, seeing to their hooves, manes, and tails. Fluttershy let out another little sigh at the feel of a currycomb in Lotus’s hooves as it slipped across her coat, tickled her cutie mark. “Oh, but Rarity, my question!”

“Well, ask it, dear,” Rarity said with a sigh as Aloe went to work on her mane with a fine comb, curling the amethyst ribbon of hair into its accustomed style. “You simply must learn to speak up! Oh, only two hundred strokes, Aloe, dear,” Rarity said to the earth pony beautician, “I am in rather a hurry after all.”

“It’s about a wolf, and…”

“Wolf!” For the first time ever, Aloe and Lotus both interrupted their work before it was done. They stared at Fluttershy, their eyes wide with fear.

“Does Miss Fluttershy mean that rumors are true? Wolf really did attack ponies yesterday?” Lotus’s voice shook as she asked; her eyes darted to the Spa’s fabric walls.

“Oh, no, Lotus,” Fluttershy said. “Umm, that is, not exactly. He, I mean the wolf was just scared and trying to get away from Applejack and some other ponies, and…”

“I remember Uncle Sure Shot telling us about wolves, whenever he visited from Sibearia,” Lotus said with a shudder. The lovely mare tossed her pink mane as she added, “He said when winters got hard, wolves would swarm and eat whole pony village! Hundreds and hundreds of hungry, snarling wolves…” She broke off with a shiver. “It gave me nightmares when I was little filly.”

“Lotus, was not Uncle Sure Shot,” her sister Aloe called over from where she worked on Rarity. “Was Baba, Granny Wooden Legs, who told us those stories.”

“Wooden Legs?”

“They call her that because she could stand all day and night long, like she have legs of wood,” Lotus answered Fluttershy. “And it wasn’t Granny, Aloe. She told us stories about how she escaped three-headed zmei, mare-snatching dragon. Was Uncle Sure Shot who told us about armies of wolves. Am sure of it.” She finished on a note of certainty.

Fluttershy wanted to say that those stories were almost certainly horribly exaggerated, but tried to think of a way to do it without offending either of the Spa Twins. But Aloe beat her to it.

“No, was Baba,” She said, her ears lowering slightly. “Uncle Sure Shot just kept bragging about chasing rusalki and getting drunk. Was too nekulturny to ever have anything to say about wolves. He was just big bragger!” Something about the way she said – “nekulturny?” – made it sound insulting to Fluttershy, and Lotus’s reaction clinched it.

“Big bragger? Nekulturny?” Lotus ‘s eyes blazed. “Is fine way to speak about dear Uncle Sure Shot, after all things he did for us! He shot lots of bad, pony-eating wolves, and taught me how to do it, too!”

“Oh dear,” Fluttershy said, looking from one angry mare to the other. Both had their ears down and were snorting at each other. “Umm, maybe we can all just agree that Uncle Sure Shot and Granny Wooden Legs were both very fine ponies?”

“Yes, dears,” Rarity said. “And we are on a schedule, remember?” The Spa Ponies gave a final mutual snort and went back to checking hooves, but not without some hard looks at each other.

“Umm, besides,” Fluttershy said, “Not all wolves are bad. I mean,” she quickly added when all three gave her odd looks, “One could sneak in on Nightmare Night, say, and if they behaved themselves everpony would think they were just another pony in a really good costume. So long as they didn’t eat any chocolate, anyway.” She turned back to her fashionista friend. “So, Rarity, I had something to ask if it was okay with you…”

“Why, Fluttershy, that reminds me of something else!” Rarity grinned and leaned in close. “You do remember that ‘Fluttersuit’ Pinkie Pie got from… somewhere, when we visited the Crystal Empire up North? The one she used to disguise herself as you?”

“I do now,” Fluttershy said with a shudder. She remembered what it felt like, to come walking up to her friends only to nearly step on something that turned out to look like her own empty skin. After coming back she’d had nightmares for weeks of catching her tail on a nail and having her coat yanked off to find herself Pinkie, or Chrysalis, or even Discord underneath. “I’d hoped I’d forgotten.”

“Well, dear, it inspired me,” Rarity said in a purr as silken as Opal’s, mischief glinted in her eyes. “I couldn’t find out anything about where it was made, or by who, so I thought that as a fun project for myself I’d make a pair of ponysuits – not of you, mind!” She added as Fluttershy turned to her, feeling her blood run cold. “They’re, ah, of other ponies we know. They’ll be for next Nightmare Night – change of identities for the night.” Rarity shook her head and said in a tone of real satisfaction. “Just making one taxed my skills to the utmost. You simply would not believe how difficult costuming can be! I eventually had to bring Twilight in to help with the, ah, ‘arcane enhancements’ but it was worth it.” She grinned. “While you’re wearing it, nopony would know it was you!” She rose from the couch with a sigh as Aloe and Lotus finished. The twins went back into another room, and as they did, Fluttershy heard them start arguing again.

“Now, come along, Fluttershy dear,” Rarity headed for the door. “I want to give you the keys to Carousel Boutique before I leave, and…” She looked at the Spa’s clock, and as she did her blue-lidded eyes went wide. “What?!? My connection for Manehattan leaves in half an hour!” With those words she was galloping out the door, a small pouch of bits sitting on the reception desk behind her.

“But, my friend! The favor! I need to ask! ...” Fluttershy shook her head and took off after Rarity.

* * *

Things did not improve at the Boutique. Rarity’s white cart stood outside, already half full. Fluttershy knew it’d be filled to bursting before her friend was done as she flared her wings to land before the open door to Carousel Boutique. Thankfully it was mid-day; nearly every pony was either at work or in school or at home. This was usually a slow time for the railway too, which sometimes meant the mid-day train could leave a little ahead of schedule if you weren’t waiting to board when they arrived. Rarity knew it too.

“Let’s see – Friendship Express to Colton, two-hour layover for the Crystal Empire Builder to Manehatten – compartment, see if they have any compartments at Colton…”

Fluttershy stepped through the door into a literal whirlwind, Rarity’s horn glowing like a star as she levitated a multitude of luggage, trunks, and garment bags around. Her own clothes went into some of them, but most of them were being filled with her designs, saddles and dresses and hats. Rarity was trying to keep track of a dozen things at once and somehow managing it.

Just not very well.

“That hat, this dress? NO! They clash horribly! What WAS I thinking?” She tossed a lime-green dress and a sunflower-yellow sunhat aside, both of them landing on Fluttershy as she came in the door, panting from her gallop from Spa to Boutique.

“Rarity, I have to ask you about – ummph!” Fluttershy shook and freed herself of the dress and hat as Rarity went on.

“No time, dear!” She used her magic to fill what looked to be three suitcases and a steamer trunk at once. Fluttershy felt a moment of awe to see how perfectly matched every combination of clothes was in each case. No clashing colors or styles. Even when she was rushing like a pony fleeing predators, Rarity knew her fashions. Fluttershy opened her mouth to speak and almost choked as Rarity stuffed an ornate key and a roll of paper into her mouth.

“There’s the key for the Boutique, and that’s my customer/project schedule for the week,” she said as the Pegasus pulled both from her mouth. Moving fast, she levitated the last of her bags and cases into the cart, saying, “Do you know how to take care of Opal, oh, silly of me, of course you know, dear! If anypony asks for anything complicated just tell them to come back after I return from, ah, from my business trip. Now, what am I forgetting?”

She gave one last glance around the showroom. “Oh, there it is!” She whipped out her black cloak and wrapped it around herself. Nopony who saw her would recognize the unicorn mare unless they looked right into her hood.

“Urgh! Ugh! Yuck!” Fluttershy finally spat the key and scroll out. “Rarity!” The Pegasus went to stand beside her. “I have to ask something very important, and…!”

The train whistle blew.

“EEK! I’ll be late!”

At Rarity’s shriek, Fluttershy ducked and hid behind her mane.

Trotting outside, Rarity stood in the traces, used her magic to tie the girths. Fluttershy looked through her pink mane and the Boutique doorway to see Rarity smiling back at her. “Thank you so much, dear, I simply have no idea HOW I’ll ever repay you!” She looked ready to say more, but then the whistle blew for the second time. With a startled jump, Rarity galloped off at speeds that Rainbow Dash might admire, calling, “No! Please! Wait for me!” And as she and her cart sped across the East Side Pasture to the railway depot, somehow without spilling anything, Fluttershy finally took a deep breath and said:

“Rarity I’m hiding the wolf that caused the ruckus yesterday but he’s really a nice wolf can you please help me get him out of town without anypony noticing?” Fluttershy gasped and looked around the showroom. Except for the ponyquins, she was completely alone. Her head drooped below her withers, mane dragging on the carpet like she was grazing on Rarity’s floor. Squimper…

“Now what do I do?”

She looked around the Boutique and began to get an idea. It’s on the edge of town, the other side of town from the Everfree, it’s nice and quiet, plenty of room, and Rarity did ask me to keep an eye on the place for a few days.

What could possibly go wrong?

Almost as soon as she thought those words Fluttershy swallowed. Still, the earth didn’t crack open and Nightmare Moon didn’t descend upon her. Maybe just this once she’d get a break?

Feeling tired and hopeful, the butter-yellow pegasus mare with the flowing pink mane and tail locked up the Boutique and started for home, plan firmly in mind. And she told herself, nothing can go wrong!

I hope.

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