• 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 Three: The Wolf Everypony Should Know

Day Three: The Wolf Everypony Should Know

Ardi gasped at the feel of a pony’s smooth coat slipping over his shaggy lupine pelt. He almost whimpered at the feel of it embracing him, his hind legs and paws disappearing into the suit’s hooves. He fumbled at the seal on it only to find it closing around him, seams almost closing by themselves. The wolf husked out a soft growl as he felt the openings in its hindparts hooking up for extended wear. It felt almost like it was becoming a new skin for him.

“Rarity? Yah in there?” The doorknob turned and rattled. Fluttershy must have locked it when she’d gone out. They must have heard the noises he was making, for a snort came from the other side. “Dash, help me get this durn door down! If that low-down wolf’s in there he could be eatin’ Rarity!”

“Right with ya, Jackie!” Hooves began to pound against it.

His ears lowered as he remembered just what sort of trouble he was in. Ardi hurriedly got the rest of the suit on, his forelegs into hers, stifling a yip at the feel of his forepaws becoming the flexible forehooves of a pony. He fumbled with the mask and headpiece, grabbing at them with paws-turned-clumsy hooves.

“Oh, dear, Applejack, Rainbow Dash! There’s really no need…”

“Sure isn’t!” The sound of the chicken-pony’s voice came again, along with the rattle of a key in the lock. “It’s okay, I’ve got a key!”

Ardi never moved so fast as when he got that mask on over his face. He gasped and shuddered as he felt the maresuit almost absorbing him. His eyes closed as he winced against the feel of the mask pressing against his face, ear and eye-holes lining up properly. Something very hot tickled his throat for a moment right by his voicebox. The wolf nervously tongued his nosepad and tasted velvety pony lips. A scent of flowery perfume filled his nose.

He opened his eyes and looked into the full-length mirror.

A lovely spear-head mare with a snowy coat and a dark mane and tail like elegant curly ribbons looked back at him. He blinked. She fluttered long eyelashes and tinted eyelids back at him. He wrinkled his lips back, and winced to see a fine set of lupine fangs showing just past those lips.

He looked exactly like a pony mare. Fangs aside, anyway.

The door sprang open, and Ardi turned, fighting down the yelp he felt rising.

“…Got it from my friend Red!” the earth pony with the fluffy mane said, holding up what looked to be a key made out of bones. Behind her came the palomino, her ears down and snorting, and a short-maned flier-pony who had to be sharp-voice. The latter flew across the room to hover right before Ardi. He could smell the sweetness of her sweat, and a hint of anger beneath it. He gave a weak grin, making very sure not to show any teeth. She dropped down to look him right in the face. Her forelegs were folded across her chest as she spoke.

“So, Rares,” she said in that voice, “Seen any wolves lately?”

* * *

Fluttershy hurried in behind her friends, already thinking of a way to explain this. He’s a friend, he’s harmless, he’s more afraid of us then we are of him, and if we could all forgive Trixie…

But once she got inside she froze. Pinkie stood beside the door, looking around in delighted amazement. Dash and Applejack stood over by the corner where that ponyquin with the Rarity-suit sat, and before them with a nervous smile on her face stood…

Rarity? But she left yesterday, I saw her go! Fluttershy looked from her to the now-empty ponyquin in confusion. It wasn’t until Dash spoke that she made the connection. As “Rarity” opened her mouth to respond, she quickly snatched up a long purple scarf hanging nearby and hurried to her side.

“Oh, Rarity, don’t say anything, you have that nasty throat cold, remember?” Fluttershy almost gasped in relief to see the maresuited Ardi immediately get the point. She wrapped the scarf around his neck. “There now, we want to keep you all warm so you don’t get any worse!” Ardi gave her a look filled with relief as he turned to look at his, er, her, reflection in the mirror. Fluttershy turned to the others. Applejack looked somewhere between confused and annoyed; Rainbow Dash looked bored at the time wasted; and Pinkie was sporting a pith helmet that she’d found somewhere among the piled clothing. “Well, you can see there’s no wolves here,” Fluttershy said, “just poor sick Rarity.” She gave them the best grin she could manage under the circumstances. “Heh! Maybe you’d better go so you don’t get sick yourselves? I, er, I’ve got to stay here to help Rarity out with the Boutique. Orders don’t fill themselves, after all.”

“She coulda said something while we were comin’ up here,” Dash grumbled.

“Oh, no! She’s a little hoarse right now.” Pinkie looked amused; the other two didn’t. Fluttershy glanced back at Ardi and winced to see him still staring in fascination at his new reflection, tilting his head first to one side and then the next.

“She looks the same as ever ta me,” Applejack grumbled. Fluttershy winced as she saw Ardi begin to shiver as the palomino earth pony said, “Ah’d like ta know what all that racket was we heard comin’ up the steps. Sounded like a big ol’ wolf in trouble ta me.”

Fluttershy wondered what to say in response to that. She looked at Ardi. He caught her glance and began making the worst hacking and gargling noises she’d ever heard, massaging the mare-suit’s throat with his forehooves all the while. Applejack and Dash recoiled in disgust.

“Ugh! Okay, we heard ya the first time! Anyhow, Rarity, iffen’ ya see that wolf around, give us a holler, okay?” Ardi nodded at Applejack before looking back at the mirror. AJ snorted her disgust and headed out, Dash following her. Fluttershy heard her mutter, “She’s that interested in her reflection, she can’t be any too sick.”

Fluttershy then looked at Pinkie, hoping she’d follow her friends out. Instead the pink party pony hopped up to Ardi and gave him an intense stare right in the eyes. The mare-suited wolf sat back down on his haunches, looking cornered.

“So… Rarity,” Pinkie said, sounding suspicious. “You sure you’re okay?” Ardi nodded enthusiastically. “Everything’s fine?” Ardi nodded again, harder. Pinkie looked closer, her eyes narrowing… Only to turn and bounce out the door with a, “Oh, right-a-roony, then!” A moment later they heard the slam of the door downstairs as it closed.

Fluttershy gave a deep sigh as she looked over at Rarity, no, Ardi. His eyes were a slightly darker blue than Rarity’s, but that aside she would swear she was looking her oldest Ponyville friend in the face right now. She walked over to him and asked, “Ardi? That… that is you in there, isn’t it?”

“It is,” he moaned in response, and then gasped. “My voice!” he said as he grabbed at his throat, “What’s happened to my voice!”

“That’s Rarity’s voice!” Fluttershy gasped to realize just how incredibly complex this costume was. “It, it must be some sort of enchantment on the suit! She said that Twilight was working with her on it!” She walked around Rarity – no, Ardi – where she – no, he – stood. Same milk-white coat, same flawlessly-styled amethyst mane and tail, same three blue gems cutie mark. “You look just like her.” She drew back with an eep as the costumed wolf spun on her, his eyes wide with fear.

“I don’t WANT to look just like her!” He fell on his belly before her and began begging, “Get me out of this!”

“All right,” Fluttershy said. “Roll over and I’ll get you out.”

He rolled on his back, all four paws – hooves – in the air. She reached for where the chest seam should be – and stopped, her eyes wide and ears down. Then she started pawing at his chest with her hooves. Ardi gasped.

"It feels like you’re massaging me, like the suit’s not even there… What's wrong?" He gave her a worried look. “Why isn’t it coming off?”

"There's no seam here!” She felt frantically. Part of her noted that to judge by the little whimpers Ardi was making, he was less frightened than she thought he’d be. “It's magically fused in some way! It must be some sort of locking spell; Twilight told me about them once! I can't get it off you!"

“Now what?”

"Maybe Twilight can get you out – when she comes back from Canterlot, that is. She's the one who must have enchanted it, and a caster can always dispel her own casting. But we have to... wait... until she gets back..."

Ardi gaped at her in slowly dawning horror. "Can't you find another spear-head?"

"No – she was the most powerful spellcaster in town!” Fluttershy stepped back and looked down at the stunned unicorn, er, wolf. “We'd need one of the Princesses to dispel it,” he shuddered, “Or some really high-level unicorns, and they'd all be in Canterlot!"

Ardi gave her a miserable look. He looked into the mirror. Fluttershy stood beside him, seeing an utterly wretched Rarity staring back out of the fancy mirror. He groaned in Rarity’s elegant voice and sank down on to the floor. Fluttershy thought of something to reassure him.

“Well, at least one worry is out of the way,” she said. He looked at her hopefully. "At least you don't have to worry about anypony seeing you now..."

Nopony was close enough to the Boutique to hear the suddenly choked-off howl of utter lupine despair.

* * *

When ponies hear the word “Canterlot”, they don’t think of the capital city itself, nestled in the valleys and ravines between the peaks of Mount Epona. Instead, they think of the great Royal Castle at the city’s northern tip, a riot of turrets and towers and domes and minarets cantilevered from the side of the mountain over the great waterfall of Epona’s Tears, banners and pennants streaming in the wind. And at the center of the castle the heart of Equestria itself, the great Palace of Sun and Moon, for a thousand years the throne of Her Immortal Highness, Princess Celestia Solaria Invicta. And for the past two, also of her younger sister, Princess Luna Selena Nocturne.

For half her life, from the time she’d gotten her Cutie Mark until two years ago, Twilight Sparkle had lived inside the castle walls as the Sun Princess’s personal student. Now her mentor and substitute mother led the young unicorn through halls of the outer Palace she’d never seen before.

“Wow... I didn’t know this was here.”

Celestia gave an amused snort. “You should have gone outside the Library Tower more often.”

Twilight looked up at the Princess beside her – pegasus-winged, unicorn-horned, twice the size of a mortal pony, the pastel rainbows of her mane and tail flowing in a nonexistent breeze. Even indoors under crystal-lamplight, her brilliant white coat shined as if she stood in full sun, the Royal Sunburst of her cutie mark glowing from within.

The past day and night had been insane for the young unicorn mare. First Spike belching out the summons, then the swiftest flight she could ever remember to Canterlot followed by her trying to find out why Princess Celestia had summoned her, only to be ordered to get some rest before she collapsed. Sick with worry about what the Princess might want from her, she’d gone through everything she’d been able to pack in a full studying binge, caught up on the local news in the Canterlot Sun only to learn to her disgust, oh no, not more Changelings again!

Then she’d gone and visited her parents in the family house in Old Town, and in the middle of dinner collapsed snoring. Awakened the next morning in her old bed in the Palace, she’d had breakfast with the Princess on the Royal terrace. Between Celestia’s sense of the dramatic and constant interruptions by ministers and officials, she knew no more now than she had yesterday about why she was here.

Now, finally, the Sun Princess was bringing her to the promised briefing.

Two grey-coated Spellguard unicorns in full barding guarded the door at the end of the Palace hall. Twilight reached out with her magic, only to have it stopped and flung back by anti-scrying wards. Whatever room lay behind those doors was warded like the Princess’s bedchamber or the Sealed Archives.

“Wow.” Twilight shook her head clear, dizzy from the magical feedback.

“Impressed?” Celestia sounded amused.

“Very much so,” Twilight said in an almost reverent tone.

The two Spellguard unicorns bowed low; then horns shimmering in unison they unlocked and opened the doors and the Princess and unicorn stepped through.

Twilight had expected something like another Discord or Nightmare Moon or Chrysalis or Sombra behind the doors, but there was only an ornate room with a cluttered conference table, lit by an overhead chandelier instead of windows. Two unicorn stallions rose from their seating pallets at the Princess’s entrance to bow before Celestia. “Highness.”

Twilight recognized one of the two by his bouffant white mane and trademark tie and sweater – Bastion Yorsets, one of her old professors at Celestia’s School for Gifted Unicorns. The other, a snifter and carafe of something bright orange on the table before him, resembled nothing so much as an older male version of the Great and Powerful Trixie – same blue coat, similar silver-gray mane, even a needlessly-dramatic wizard’s capelet. Twi sneaked a look at his Cutie Mark – not Trixie’s wand and swirls but a complex magical diagram worthy of Star Swirl the Bearded.

“You of course know Professor Yorsets,” Celestia said to Twilight as the doors swung shut and sealed behind them, cutting off the faint background roar of Epona’s Tears; the room’s wards included full soundproofing. “And this is Archmage Spell Nexus, Keeper of the Sealed Archives and Director of Magical Research.” Then, to the two stallions rising to their hooves she announced “Professor, Archmage, Lady Twilight Sparkle, Bearer of the Element of Magic, representing the Elements of Harmony.”

As the Princess took her place at the head of the long table, Twilight took in the clutter all but hiding its hardwood surface – crystal scrying spheres, piles of books and hoof-written papers, and an aura of magic from some strange-looking crystal lanterns in the middle.

One book open on a reading stand caught Twilight’s eye; her horn glowed as she floated it over. It was old, faded and stained with age, and opened to a page with an illuminated plate of a vaguely pony-like inscectoid being surrounded in green flames. Around it were illustrations of its other forms, unicorn and pegasus and earth pony. She turned a surprised look to the Princess and interrupted her formalities to the others.

“Wait, these are records of Changelings? Then you’re…” She looked around the paper blizzard covering the tabletop and put it all together. “You’re trying to find a way to detect shapeshifted Changelings?”

“No, we already have a way to do that,” Professor Yorsets answered, his eyes flashing towards the Princess, who nodded for him to continue. “What can you detect about these lanterns, Twilight?”

Twilight’s horn glowed and discharged as she prepped and cast her usual array of Item Detects; her eyes went wide at the reaction. “Truesight, reversed from Subjective to Objective and bound into the lantern crystals. Passive detection instead of active.” She looked at the other three ponies. As Celestia’s personal student, she’d been given the best magical education of any mortal since Star Swirl’s apprentices and this was a new one on her. “But Truesight’s always needed to be cast on a living pony. I didn’t know you could bind it to enchant an inanimate object.”

“We can now,” Spell Nexus answered, a neigh of pride in his voice. The Director of Magical Research lifted his snifter with a blue magical aura, chugged the orange liquid before he continued. “Since the Royal Wedding, the Ministry’s been on a crash program to enchant and produce these. Their light detects anything shapeshifted it shines upon, forcing them to appear in their true form – like casting Truesight on the viewer’s eyes. They have one severe limitation: a short effective range. A Changeling – or any shapeshifter – must pass within two to three lengths of the lantern to be detected.”

“This is why I summoned you, Twilight Sparkle,” Celestia continued from the head of the table. “Since the Royal Wedding, when Chrysalis infiltrated Canterlot and almost took the city, there have been rumors and worries of even more Changelings from towns and cities across Equestria.”

“Not helped by all those bit novels and pulp magazine stories,” Professor Yorsets added. At Celestia’s School, he’d been known for his lowbrow tastes in recreational reading. “If these rumors are true, we could have Changelings infiltrating Equestria. If false, even the fear that another pony might be a Changeling could spark stampedes or riots. Pony against Pony, as before the First Hearth’s Warming.”

Disharmony and Discord… Twilight remembered the petrified draconequus now returned to the Palace Gardens, shuddered inside at the memory of what happened when disharmony between ponies last cracked him loose from his prison of stone.

“And…you want me to discover how to expand that radius? How to produce the lanterns quicker?” Twilight asked, wondering where this was going.

“No, Twilight,” Celestia said, her voice suddenly stern. Twilight shrank back as her beloved teacher turned a gaze on her that set her trembling inside. “I would not summon and invoke the Elements of Harmony for that. I want you to do something else for me, Twilight Sparkle.” She spread her wings, and the light in the room seemed to double. Her eyes seemed to glow orchid and her Cutie Mark gold. Something about her now reminded Twilight of a very old epic poem she’d once read with Spike detailing Celestia’s long-ago victory over a dragon king and his seven sons. And another, even more ancient tome etched in pages of gold, about how Celestia and the sun blazing as her Cutie Mark were one, not just in gentle heat and light, but also in unstoppable burning wrath. Celestia Solaria Invicta – Celestia the Unconquerable Sun.

“What do you want me to do, Princess?” Twilight asked, wishing her voice sounded stronger. Celestia locked gazes with her.

“I want you and the other Elements to help me in a Working that will remove any potential Changeling threat to my little ponies,” she said. “Permanently.”

* * *

Two furlongs south of the castle in the city proper, where the roar of Epona’s Tears faded to a faint background noise, a multicolored herd of mostly unicorns emptied out of an ornate theater.

"Moving pictures? They'll never replace real theater here in Canterlot. As I was saying, maybe in Los Pegasus and Manehatten, but never Canterlot…"

"Did you see the previews? Theatrice – yes, that Theatrice – is going to be in…"

A statuesque golden unicorn mare with ebon mane and tail trotted out of the theater onto the alabaster sidewalks of Canterlot, mingling with the herd of theatergoers leaving the latest showing of The Song of Syhlex, the most recent adaptation of the epic poem about Celestia’s long-ago battle against the Dragon King and his seven sons. Shown in the new fashion, as a “movie” instead of live stage, with warmup acts of a newsreel between two slapstick comedy shorts – the mare licked her lips remembering the wild laughter and joy that filled the theater – and a "B-movie" about a horde of slavering monstrous Changelings overrunning Equestria before being slain by a heroine obviously based on those over-rated Ponyville mares.

But what that opening newsreel showed… She shook herself at the memory and continued through the herd fanning out on the sidewalk, listening to the conversations around her, amused at hearing less talk about the main movie than the others shown with it.

“Did you see how Surprise managed to fool that dragon? A great big birthday cake filled with party poppers, right in his mouth! Ha! BOOM!”

“Eh, I dunno, I think they were funnier before they started trying to play them safe for the foals…”

“Oooh, that horror movie scared me,” a grass-green unicorn mare with an elaborate mane-do gushed to the sea-blue pegasus stallion trotting at her side. He spread out his wing and set it over her shoulder. She pressed closer against him, his cloud-white mane spilling against her, as she said, “And the newsreel! ‘Changelings believed to have infiltrated every major Equestrian city’?” She shook herself before saying in a voice that dripped disgust, “Changelings are such awful things! Back when they had the wedding, I must have been chased for blocks by some of them! Those empty eyes, those fangs…” She shivered.

“Don’t worry,” the stallion said. “If any Changelings ever tried to hurt you, I’d give ‘em what for.” She pressed even closer against him as they walked off. The yellow mare looked after them and drew a deep breath, a soft smile on her face, then shook herself and trotted across the flagstone street to the newsstand.

The chestnut earth pony in the cloth cap serving the stall was watching everypony who went by but gave her all his attention when she walked up to him. Nor was it merely professional attention; she caught how his gaze lingered on her sleek build. She favored him with a smile as, a golden glow surrounding her horn, she levitated two bits from her necklace-purse.

“The Canterlot Sun, please,” she said in a voice that mixed honey and velvet. The newspony smiled back at he as he reached for the paper, almost knocking it to the ground. Rather obviously he didn’t want to take his eyes off of her even for a second.

“Right here it is, Lady…?”

“Yellow Jacket,” she responded, turning to show him her cutie mark of three black and golden wasps in flight. He stared at the mark and her trim flank, not giving her the paper. She coughed politely.

“Oh! Um, sorry, lady.” He gave her the paper, collected the bits and began to make change. Yellow Jacket smiled and set her delicate hoof on his.

“That’s quite all right,” she said. “Keep it.” The paper floated out of his grip, held by the yellow aura of her magic. She turned to leave, flanks swishing and tail swaying.

“You look like Flower.” She turned and looked back at him. The chunky earth pony blushed and began stammering an apology. “Er, sorry, but you remind me an awful lot of that pony model, Fancy Pants’ wife, and...” She responded with a musical laugh.

“No, no, it’s alright. And you are right,” she examined her reflection in an adjacent window, seeing the long legs, slim build and elegant horn, full mane and tail. “I do resemble her, quite a bit. Just a coincidence.” She began to look at the paper, stopping just long enough to add, “Oh, and for the record, her name is actually Fleur, and –” She broke off and stared at the paper.

The first thing she saw was a file photo of Princess Celestia’s personal student – and some foolishly suspicious ponies said, personal hatchetmare – Twilight Sparkle. She looked annoyed, possibly by the camerapony’s almost shoving the lens in her face before snapping the photo. The headline ran above her: ELEMENT OF MAGIC IN CANTERLOT – WHY? Beneath it she read, Brought in to deal with ‘Changeling Threat’, according to highly-placed source within the Sun Palace… The rest of the article ran in several columns, with related stories flanking it on the page.

Yellow Jacket kept walking, finding her way automatically through the alabaster and blue faience and gold leaf of the mountainside capital city with her eyes fixed on the article. Rumors of top-secret spell research… Her Highness’ top magical advisors and unicorn mages brought in to assist… Assistance of Prince-Consort of Crystal Empire sought… Yellow Jacket fought down a shudder at the mention of the blue-maned unicorn stallion. She could still remember that spell on the day of Chrysalis’ attack, the supercharged magical blast that ended the Battle of Canterlot, sending screaming Changelings flying out of the city if they were lucky, splattering against walls and buildings if not. There were interviews with various ponies of Canterlot, most of them rather bluntly hoping that if any Changelings still did live in hiding in Equestria, that they’d be dealt with permanently.

And worst of all, a smaller article headline reading, Changelings Still Hiding in Canterlot?

“No, no, no! This is NOT good!”

The sounds of conversation around her had faded. Yellow Jacket looked around. She stood alone in a back alley behind a boarded-up old shop, in a part of town so old the buildings and sidewalks were brick instead of marble or even limestone. If it weren't for the peaks of Mount Epona looming overhead, she could have been in a Manehatten back alley.

A cast-iron ponyhole cover lay at her hooves. It showed signs of rust and long disuse, much like the flagstones of the street around it. Canterlot ponies claimed the alley was haunted, speaking of ponies seen from the corner of one’s eye, only to vanish when you turned to look at them directly. Even as she thought that, her horn glowed; reaching out with her magic, she lifted the cover. It came off with a groan; with a start, she gave one more wary glance around. Nopony there. Good.

Dropping into the ponyhole, she replaced the cover above her, making sure it was seated before she set off down the broad brick passage, fetlock-deep in freezing meltwater. This was an old and long-unused drain tunnel, the massive brickwork still solid despite its age. No Canterlot sewerpony came by here more than once every two or three years, and when they saw how well the tunnel was holding up, and that repairs were being regularly performed, they turned and left, happy that some of the city’s older infrastructure was holding up.

None of them ever bothered to ask just who did those repairs, and they never did make it in quite as far as Yellow Jacket was going now, leaving behind the brick vaulting for stone and earth, raw tunnels leading deep into the mountain, chewed out of the earth itself, just big enough to let her pass. Dirt and filth smeared against her sides, foreign-smelling chitin crunched beneath a hoof. In the dim light of phosphorescent fungus patches, she looked up at ceilings rigged to collapse on command, shutting these tunnels off and opening up the long-excavated but never-used escape tunnels. May they forever stay unused…

Then she passed the last narrow turn in the tunnel where it opened out – and froze as four featureless yellow eyes glowed in the darkness.

The Others were here, pressing into her mind, scents and thoughts of warning filling her head. She held very still as two yellow-trimmed, black-carapaced, chitinous not-quite-ponies came forward, eyes and fangs gleaming in the fungus-lit darkness.

The two Changeling hive guards approached the tall unicorn mare, issuing a buzzing chitter from both throat and vibrating insect wings. A pony would only have heard the menacing buzz of a Changeling. She heard far more.

The younger of the pair – his carapace smooth and shiny – lunged forward at the unicorn, only to be slammed onto his belly by a perforated black hoof.

The other, older Changeling – his age evidenced by the wound-scars on his carapace – returned the younger one’s dirty look and chitter-snarl before he too went on his belly before her.

[Forgive him, O Queen,] the scarred one chitter-buzzed. [He’s new.]

[Yes,] Yellow Jacket replied in the same insectile buzzing, letting a burst of yellow flame surround her. Her voice echoed out of the fire, [Most of Us are, now.]

Then the magical fire was no more, and she stood before them in her true form, spreading wings like a gigantic horsefly’s. Her coat was now sleek black chitin with a yellow saddle-like carapace, her mane golden and jagged, her mouth fanged, her legs peppered with holes, her eyes glowing yellow and slit-pupilled as a dragon’s, her horn jagged as a backsaw with half its teeth broken off. And behind the long jagged horn, the bioluminescent “crown” of a Changeling Queen atop her head.

[But I’m returned, and I’ve something for the nymphlings.] Even if it’s not nearly enough. She thought about that one article and smiled past her fangs. Yes, I do indeed think there are a few Changelings still in Canterlot.

The two sentries rose, pressing their bodies up to her for some of the emotions she’d absorbed Topside. She shoved them away with a body-slam.

No thanks to you, Chrysalis, she thought as she brushed past the two Hive guards, the only two remaining in Hive Vespid. Discord you and your greed!

The pair resumed their guard posts as Queen Vespid entered the depths of her Hive.

* * *

“Here’s your order, and oh, here’s your change,” Fluttershy said, carefully counting out a hoof-full of bits. She handed the money and the saddle over to Berry Punch. As the purple earth pony mare turned to leave, Fluttershy added in a cheery tone, “Thank you so much for your business, and you can bring the saddle back anytime for any alterations. Like if it’s too small or anything.” The grape-colored earth pony stopped at the door and turned to shoot her a glare. The butter-yellow Pegasus added, “Not that I’m saying you’re fat or anything. I mean, I m-mean…” Her apology trailed off as Berry left with a snort, the door’s bell jangling behind her. Fluttershy flew over to the door with a sigh. “Well, at least that’s over,” she said, flipping the sign from OPEN to COME BACK LATER. She must’ve spoken to more ponies today than in the past month. Apparently Rarity wanted to clear up all her orders for a free weekend.

Thinking about Rarity made Fluttershy turn her gaze to the ceiling. Whenever she’d gotten a free moment, she’d hurried upstairs and showed Ardi how to act like Rarity, or at least like a mare. The wolf snarled and growled all through the first few times. He’d wanted to leave the workroom, complaining about the dresses and saddles and the smell of Rarity’s perfume as he prowled the room from one end to the next, his careless lope screaming ‘wolf!’ to Fluttershy’s eyes.

“Not until you can at least walk like a mare,” She’d told him. He showed fang but behaved. Fluttershy sighed as she flew for the stairs. At least she’d been able to make up a small batch of her meat-substitute like a stew for him.

Once at the workroom door she hesitated. She didn’t think he could get in anything too embarrassing – well, more embarrassing than the mess he’s already in – but she wanted to be sure. And what was he talking about?

She peeked around it and smiled. Ardi was examining himself in the full-length mirror, posturing and posing before it. For somepony who’d been dismayed earlier at being stuck inside a pony-suit, he seemed more at ease now. Fluttershy grinned to see him trying a tongue-lolling lupine grin at his reflection. She wondered what the real Rarity would think to see her double posing in a mirror, tongue-tip showing by her soft velvet pony lips.

She grinned as he blinked, and “Rarity” fluttered her long eyelashes. Then she blushed a furious shade of pink as he lowered his front end to the ground, long purple banner of a tail held high and wagging.

“Wanna play, Fluttershy?” He said, his voice almost a giggle. He smiled and added with another flutter of eyelashes, “I bet you never played with a wolf before…”

“Oh dear!”

Ardi jumped and yipped. Fluttershy came over to him, cheeks blushing and a look of worry on her face.

“Umm, not to try and tell you what to do,” she said, “But you’d better never do that around any stallions.” She indicated his forepart-down-and-tail-high position. “They might get, er, some wrong ideas. How has the practice been going?” She thought and added, “Oh dear, and have you had any problems with, er, you know?” With one forehoof, she indicated the stairwell down to the little fillies’ room.

“No, apparently your friend made this for long-term wear.” Fluttershy sighed in relief. “And I don’t know how I’m doing, darling,” Ardi told her, drawing himself up and tossing that mane over “her” withers. He wagged his tail, saying in Rarity’s silken voice, “Perhaps you can tell me if I’m lousing it up?”

“Umm, she wouldn’t say ‘lousing’, for one thing, and she wouldn’t wag her tail,” he looked over his back at the long elegant tail as it swept through the air. Fluttershy blushed as she added, “Among us it means… something different, when a mare keeps lifting her tail around stallions.” She sighed. “How is your walk going?”

He crossed the room, covering it with the easy lope of a wolf on the prowl. Fluttershy winced.

“Oh, no, no, she doesn’t do that! I don’t think any pony does.” Fluttershy stepped in front of him. “See, she walks more like this.” The yellow pegasus glided across the room as if it were a fashion runway, rump subtly rolling and tail gently swaying. “See? Try and do it like that.”

Ardi sighed and rolled his eyes, but he did his best. He walked across the room, swinging his backside to and fro.

“No, no, not so much,” she said in her soft voice. “You’re trying too hard. Real mares don’t walk like that.” At his snarl, she added, “Don’t do that either; real ponies don’t make wolf noises! And they don’t snarl at other ponies, or sniff them to get to know them. Especially not in the places where wolves usually sniff each other.” She blushed again, her moment of sternness vanishing back behind her usual painful shyness.

“How can a pony who saw me naked for three days, and cleaned my own messes off of me, be so shy when it comes to a perfectly natural greeting sniff?” Before Fluttershy could say anything Ardi walked up to her and tried to demonstrate, running his muzzle along her back and folded wings down to her long lavender tail. She eeped to feel his warm breath along her back and mane. Her wings rustled under his lips, his warmth radiated through her – then she jerked away with a squeak-gasp.

“Please! Do you want to get caught?” She took a deep breath. “Okay, now watch me again.” She lightly trotted the length of the room, back and forth, two or three times before him. She hoped it looked enough like Rarity’s natural stride. Ardi watched her, blue eyes wide in Rarity’s face. “Now you try.”

He sniffed but made the attempt. Fluttershy winced to see the small lupine mannerisms, mostly in the way his body moved and his gait. It was the careless leagues-eating stride of a wandering wolf, lacking Rarity’s natural and practiced grace, and far better suited to a wanderer than to a pampered townspony who’d gone to finishing school in Canterlot. Part of her wondered how many if any ponies would even notice, but all they needed was one. Even as she thought that Ardi plopped his rump down, letting Rarity’s tail spill over the floor like a gleaming satin ribbon. He yawned, displaying a mouthful of fangs.

“I’m hungry,” he grumbled. “Are you sure you don’t have any real meat around? Or that cat?” He licked his lips meaningfully.

“For the last time, Opal is NOT a self-serve lunch!” Fluttershy walked up to him. Locking gazes, she said as sternly as she could, “And don’t ever yawn like that in public, or sit down in anything dirty or messy! Rarity would never do that, and if ponies see your fangs…!”

“Rarity this!” He leapt to his feet, snarled and shook himself, sending that purple mane spilling in waves. Fluttershy shrank back. “Rarity that! Why did I have to get into the hide of some fussy pony-bitch!” He dropped back on his haunches and said with something like a sob, “Why couldn’t I have just kept my muzzle shut? I could have stayed with my pack, stayed a wolf, stayed male!” “Rarity” looked down, sniffling, before tilting “her” muzzle back towards the ceiling.

“Oh, Ardi, I’m so sorry – don’t do that!” She hurriedly used her hooves to clap his muzzle closed as he began to let out a long, chilling, mournful howl. She held his muzzle shut and looked into his eyes as she said, “Please, Ardi, think! I didn’t want this to happen either, but it did, and we’re just going to have to deal with it until Twilight comes back,” his ears drooped and his eyes went slightly wider, “And then she can take the suit off with her magic. But until then, you’ll just have to be careful, stay hidden as much as you can, and try to act like Rarity or at least a mare in public. Okay?”

He looked at her. A disgusted growl began in his throat. Fluttershy raised an eyebrow. He broke it off and said, “Fine… darling,” in the best Rarity-voice she’d heard from him all day. He sighed and got back up, threw his head back, swept his new pony-tail up from the floor, looked Fluttershy in the eye and said in velvety tones, “Is this better, Fluttershy, dear?”

“You’re still really not getting her accent,” she said, “But that’s probably the best we can expect. And you can always say you’re recovering from a throat cold.” He nodded. Fluttershy headed for the door. “It should be safe for you to come downstairs now. We just got the last customer for the day.” She almost sagged as she headed downstairs, hearing his hoofsteps right behind her. It’d been a long day, between helping Ardi and dealing with the customers. Sighing her exhaustion, she headed into the main room of the Boutique. Ardi stopped at the door and looked around. She looked back and had to smile at the way his, or rather Rarity’s, eyes widened.

“Impressive, isn’t it?” Fluttershy said as she began setting the thread and sewing kit and measuring tape back precisely where she’d found them. “Like nothing wolves ever make – oh dear, I didn’t mean to imply anything.”

Ardi didn’t seem to have noticed what she said. He just trotted into the room, looking far more “pony” in his movements now than this morning, and looked around the room – at the purple satin curtains, the chaise lounges, the mirrors, the small stage where Rarity showed off her work. Saddles and dresses hung everywhere on ponyquins or portable racks, many of them jewel-inlaid, sparkling jade and crimson and cerulean in the light like they’d caught sunlight in their depths. Rolls of the smoothest and finest silks hung in their racks, along with velvet and satin and fabric from all over Equestria. In one corner set an office desk and large hoof-treadle sewing machine; in another the bins where Rarity kept her supply of jewels; she’d made a resupply run with Spike just last week, so they were mostly full with sparkling stones of all descriptions, emeralds and sapphires, rubies and diamonds.

She watched as he went closer to the corner where Rarity kept her usual for-rent costumes in the display that she always enlarged three or four weeks before Nightmare Night. He leaned forward and she saw how the maresuited wolf’s muzzle twitched as he sniffed at a filly-sized wolf costume. He looked at her, surprised.

“It’s not wolf fur?”

“What?” Fluttershy shook her head. “No, why would she keep wolf fur around? I mean, normally,” she indicated him as she spoke. He looked back at the costume and then to her again. His ears were down and his voice trembled as he spoke.

“Then what do ponies do with the wolves they,” she saw a lump slide down Rarity’s throat, “That they hunt and kill?”

“Oh, my!” she said. “You’re wrong, Ardi, ponies don’t hunt and kill wolves.” Anymore, around here, she mentally added. “That, that was centuries ago, back when Celestia and Luna had to kill –“ She broke off a few words too late.

“Kill wolves,” Ardi said, his voice dull. “Wolves like me.” He looked into one of Rarity’s mirrors, scowled, and dropped his gaze to the floor. Fluttershy walked over to him and set her wing across his shoulder. “What if your dressmaking friend comes back before the Burning Queen – before Celestia’s apprentice?”

“I’ll just explain everything to her,” Fluttershy said. “I’m sure she’ll be very understanding.” An image flashed through her mind, of a shocked Rarity confronting her own mirror image and the wolf giving her an embarrassed smile as Fluttershy said, well, you told me that I could always bring a friend over…

“Fluttershy! You let this beast prowl around my Boutique, in MY form no less? This is such a betrayal! Wait, where did Opal get off to?”

A cough came from the maresuited wolf. Both mares turned to look at Ardi – Raridi? – as he coughed up a ball of white cat hair. He, she, grinned wolfishly at them both.

“Uh, sorry? I got hungry?”

And then the thud of an unconscious unicorn hitting the floor, not bothering to first pull up her fainting couch…

“Oh, it’ll probably go better than that,” Fluttershy said. Ardi gave her a confused look as she added, “Oh, just thinking out loud. And I do have something for you to eat, I managed to get a sort of meat-substitute stew going earlier.” She indicated off towards the kitchen with one wing. “I was able to bring some bread-bowls for you to eat out of. If that’s okay with you?” He nodded and smiled, not showing any fangs.

“Well, that’s what I smelled, then.” He shook himself. “Better get ready for dinner then, and,” he turned those long-lashed eyes of Rarity’s on her, “Thanks again for everything you’ve done. I’d be in so much trouble if I got caught, and I guess I can pretend to be Rarity for a few days.” He finished by turning and looking into the mirror, batting his eyes. “Can’t I, darling?” He said to his reflection.

“Good, I need to be getting back over to my house tonight to take care of my animals.” Fluttershy smiled, relaxing. “I’ll be back over first thing tomorrow morning. Everything should be okay, so long as we avoid anypony who knows Rarity too well, and…” She broke off she suddenly wheeled on the door, head down and nosepad working. “What is it?”

“I – I don’t know, exactly,” Ardi grumbled, sniffed the air through the costume nostrils. He stalked closer to the door, stiff-legged, ready to either run or attack if need be. “I smell somewolf, er, somepony familiar. Darn it!” He tongued Rarity’s lips and muzzle, where a nosepad should have been. “Everything smells like flowers in this!” Before he could say anything else the door jangled open.

“I’m sorry, we’re closed –” Fluttershy began as she flew over, only to stop as she saw who came in.

Ardi froze as he recognized the new ponies. The adult was the palomino in the Stetson who’d been trying to kill him for the past two days. Two pony-pups tumbled in behind her, two of the three from the treehouse – the little marshmallow spear-head with the scream and the earth pony with the big mane-bow and the mean kick.

“Oh, hello Applejack,” Fluttershy squeaked as “Rarity” stiffened behind her. She hurriedly said in a slightly choked voice, “Oh, hello Apple Bloom, Sweetie Belle. What – what are you doing here?”

“Howdy, Flutts,” the palomino said.

“Hi, Miss Fluttershy! Hi, Miss Rarity!” echoed Apple Bloom.

“Hi, big sis!” Sweetie Belle said as she went up to “Rarity”. Smiling, the little unicorn filly said, “Apple Bloom told me she needed a place to sleep tonight, so I said she could sleep here. That’s okay, right?” As she finished her friend hurried up beside her. Both fillies gave “Rarity” gigantic smiles.

“Hey there, now, Rarity,” Applejack said, “Ah hate ta drop this on ya like this, but I need ta ask for a favor.” Fluttershy saw how a nervous smile spread over “Rarity’s” face as Applejack took her aside. Fluttershy followed. The fillies began talking nonstop as Applejack wrapped her forelegs around Fluttershy and “Rarity’s” withers, bending their heads down to hers as she said in a low voice, “Truth be told, Ah think this might be fer th’ best, at least t’night. Ah’m organizin’ a posse at Sweet Apple Acres ta see if we kin find thet wolf ‘fore it causes any more trouble, an’ Ah’m afraid they’d be getting’ under hoof the whole time. So, just as a favor fer tonight, can ya watch them? Please?”

Ardi darted a worried look at Fluttershy. The Pegasus knew what she ought to say, but at the same time she couldn’t think of a way to turn Applejack down without causing trouble. Ardi saw the look on her face and nodded.

“Why, of course, Applejack,” Ardi said in the best Rarity voice Fluttershy had heard to date. “I would simply love to watch over these little pup – I mean fillies.” “She” turned and smiled at them. They jumped and cheered to hear it. For a moment Fluttershy saw Applejack’s confused look at “Rarity’s” choice of words, then “Rarity” turned and all but shoved Applejack towards the door.

“You better get back to hunting for that fierce wolf, we wouldn’t want any ponies to get hurt, now, would we?”

“Uh, sure thing, Rarity, thanks for agreein’ ta look after ‘em for the night,” the palomino said as she was propelled out the door. “Tomorrow ain’t no school day, so y’all just bring ‘Bloom back over ta ma place whenever ya can.” Fluttershy looked out the door and saw a pair of earth pony stallions standing there. They must have helped Applejack watch over the Cutie Mark Crusaders as she’d brought them over to the Boutique. As they trotted away Fluttershy turned back to “Rarity”.

“Umm, Rarity, dear, are you sure this is a good idea right now?”

Ardi looked at her and grinned; coming up to Fluttershy, she – no, he – whispered in her ear.

“Oh, come on, Fluttershy. I had to puppysit for my pack sometimes. Believe me, after having half a dozen little wolves clambering all over you and nipping every part of you within reach, how much trouble can two little ponies be? And besides, darling,” He batted his eyes at her, “How can they even tell it’s me inside this?” “Rarity” turned and said to the CMC where they were playing in the middle of the room, “Okay, girls, what do you want to do?”

Fluttershy headed for the door, but not before she heard their answers and saw the smile slip from Ardi’s face.

“I wanna help you sew, big sis!” Sweetie looked thoughtful, and then she added, “Or maybe I can sing a new song I learned for you!”

“Ah’d like ta help make dessert, I just read this real fancy recipe in one o’ Granny Smith’s old cookbooks…”

Okay, Fluttershy thought as she walked out, I feed and clean my animals, take the time to make sure that they’re okay, and then I return here as fast as I can. That should be just a few hours. From within she heard Ardi replying in Rarity’s voice.

“Oh… sure… we can do all of that! Wait, where was that real long needle I saw here a moment ago – Ow!”

“Sorry, Miss Rarity! It’s not in too deep, though!”

Fluttershy shuddered. Maybe I’ll trust Angel to help make sure that they’re okay this time. And with that worry foremost in her mind, the pegasus flew back across town to her cottage, hoping the Boutique would still be standing when she returned.

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