Wolf In Pony's Clothing

by Ardashir

First published

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?

Ardi was a young wolf -- not a Diamond Dog -- from the forests outside Stalliongrad stealthily wandering Equestria. Until the day he ripped off a dragon's hoard in the Everfree, got chased into Ponyville, and ended up stuck inside of a enchanted ponysuit.

With only one painfully-shy Pegasus, three little fillies, and a blackmailing baby dragon to cover for him, how long can a wolf hide out in a town full of crazy ponies intent on turning him into a wolfskin rug? Especially when he's forced to pose as not only a well-known local pony, but as one of the Elements of Harmony?

And when fear of Changelings is also ahoof in Equestria?

Thanks to some very kind fans, mainly Jordan1179, this story now has its own Tropes page: Tv Tropes Wolf In Pony's Clothing

Now with a sequel! Queen Vespid joins Rarity, AJ, and Fluttershy on a little trip to Manehattan to model some clothes for Carousel Boutique and search for stray Changelings -- who might not want to be found. Right here at Manehattan Madness

Day One: HIDE ME!

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Once upon a time, in the magical land of Equestria...

Day One: HIDE ME!

A white streak zigzagged across the floor of the Everfree Forest, yelping as another jet of fire tore through the canopy, blasting a patch of Poison Joke from bright blue to charred ash. From above came the bellow of a full-grown dragon.

"THIEF! STEAL MY HOARD!" A second blast of flame followed it, a blazing hurricane tearing down through the trees whipping smoke and ashes and branches and dirt all around the panicked white wolf.

Ardi didn’t remember how long he’d been running through those fell woods, only that he had to keep his head down and keep running. His lungs were on fire, his leg muscles burning and ready to cramp. Miniscule gems and golden coins from some long-lost Equestrian minting spilled from the torn packs he wore strapped to his side above his flanks. The trees thinned, then he was under open sky, pounding across a dirt road, taking a flying leap over a rail fence into another chunk of forest – a forest of apple trees, set in even rows.

Orchard – apple orchard – pony orchard – wasn’t there an apple orchard around here? He remembered an orchard from last year, last year when that flyer-pony helped him… She lived in a house like a little grassy hill… Maybe she could talk his pursuer into…

"I’LL TEACH YOU TO STAY OUT OF MY LAIR!" More flame whipped past him, close enough to scorch his tail. Ardi yipped and found new reserves of energy. As he shot under the trees another roar came from behind.

Or maybe he'd better just run.

He raced deeper into the orchard, panting his exhaustion and fear, as the dragon's roars dimmed behind him. It wasn't pursuing him?

Just ahead he could see a ramshackle treehouse. Okay, he thought, not that flyer's, but any place where I can hide... Just so long as that dragon doesn't get me, and I don't get seen by any ponies except that one before I can get away... He shuddered as his imagination brought up images of two giant ponies, winged and horned, one dark as the blackest night and the other burning like the sun, closing in on him as they had so many other wolves...

A renewed roar from behind sent the wolf racing for the safety of the treehouse. Not even ponies would hurl a wolf to an angry dragon. Would they?

His paws were on the stairs leading to the treehouse when he heard the first enthusiastic cry – the high-pitched neigh of a pony-pup.

"Hey, look! It's a wolf! Cool! Let's try and catch it, maybe we can get wolf-catching cutie marks!"

"And it's coming this way!" A second voice added, rougher than the first. "Git inside an' close th' door!"

Ardi’s paws scratched over the wooden steps, bringing his face level with the open door as a third, more musical voice said, "Hey, wait, let me see it!"

And so Ardi, panting, tongue lolling, fur stained with soot and dirt and muzzle frothing, found himself face to face with a pup-sized marshmallow-white spear-head pony with a cotton candy mane, her large green eyes looking directly into his bright blue ones, so close he could have slurped her with his tongue. Just half a heartbeat long the tiny unicorn and the filthy and frightened wolf locked gazes.

Then the little spear-head's eyes engulfed her face and she started screaming.


Somewhere in the Everfree, not nearly far enough away, the dragon roared its rage. Ardi cringed and heaved his forequarters through the doorway.


Behind the screaming pony-pup stood roughly-made chairs and a table, posters and lists of something against the plank walls - and two more pony-pups, a tawny flyer and a yellow earth pony with a big bow in her mane who wheeled around and sent both of her small but hard hind-hooves right into his face.

"Git! Y'all ain't eatin' me r' any o' mah friends!"

Ardi's head spun with an explosion of stars; he yelped at the sudden migraine, then snarled as he levered himself further into the treehouse. The little earth pony leaped back; the flyer's wings buzzed like an insect as she grabbed the little spear-head and made for the window on the far wall.

"Apple Bloom!" the flyer yelled at the earth pony. "I - I can't carry you too!"

"Don't worry none about me!" Apple Bloom snorted as she went on her hind legs and held her forehooves out in a Hoofkido kata. "Ah kin handle some mangy ol' wolf! Just go an' git help!"

"Fool pups! I'm not here to fight, I just want to find..." Ardi yelped again as Apple Bloom kicked him again, hard. With a snarl he snatched a handful of her mane and lifted her into the air so he could look directly into her eyes. Behind her, the pegasus and her squirmy burden flew out the window - for about two seconds before her wings gave out and they both vanished from sight with a pair of high-pitched frightened whinnies, followed by the sound of crashing branches and leaves. Even as they did the filly hoofed him again in his sensitive nosepad. Ardi yipped and growled, "Knock that off!"

"Ah ain't making it easy for yah ta have fresh pony for dinner!" She tried punching him some more. Ardi just held her at arm's length. Her tiny hooves connected with nothing but air, but that didn't stop her from making a fierce effort of it. The two other fillies’ voices faded in the distance as they ran off, yelling for some Apple-pony. "Yah better let me go 'less yah wanna deal with mah big sis an' mah bigger brother!"

Ardi almost grinned. Under other, far better circumstances he'd have admired her nerve. You’d make a fine alpha bitch, pony-pup. But right now he needed help.

"Listen! To! Me!" He punctuated every word with a firm shake of the filly. She yelled and went silent. Satisfied that she'd learned who was the dominant here, he cupped her chin in his other forepaw and forced her to look at him as he growled, "There's a dragon after me! I need help! I need to find a flyer-pony with a long mane and tail..."

Apple Bloom sank her strong teeth into his paw. Ardi's howl filled the room. He dropped the filly, and before he could recover she spun and lashed out with another kick that sent him crashing out the door. The world spun for a moment, then he slammed into the ground on his back, head spinning, the Burning Queen’s sun dazzling his eyes.

"I just need to find one pony," he groaned, "Need somewolf to help me, feed me..."

"So yah want ponies, do yah?" A voice similar to the little filly's but deeper snorted from nearby. Ardi caught his breath, shook the sun’s afterimage out of his eyes to see a palomino mare coming at him, her eyes blazing at him from under her Stetson. Beside her stood the biggest earth pony stallion he'd ever seen, ears down, snorting and scraping at the ground with one hoof as the mare spat, "Here's two o' them, yah pony-eatin' vermin!"

"Eee-yup," the stallion snorted as he gave Ardi the second angriest look he could ever remember seeing on a pony. The first was the one the mare showed as the stallion charged at him.

Ardi yelped and ran. Not again!

* * *

"Apple Bloom!" Applejack looked up at the CMC clubhouse as Big Mac vanished from sight, hot on the wolf's tail. Fear clawed at her. Where was her little sis? When a battered Scootaloo and Sweetie Belle had come running into the farmhouse, spilling out a story of a rampaging wolf attacking them, she'd half thought it to be another of their tall tales. But now that she'd seen the frothing and snarling wolf with her own eyes... "APPLE BLOOM!"

A bright red mane tied in a big red bow poked out of the clubhouse. "Ah'm okay, big sis!" Apple Bloom appeared at the edge of the surrounding railing and gave Applejack a wave. "Ah hit thet nasty ol' wolf good! He shook me kinda hard, but..."

"He did what?!?" Applejack looked after the path the wolf and her brother had taken. She heard the crash of branches and yelps of the wolf mingling with Mac's snorts as he chased the beast. She took a step and hissed as she felt something hard stick into the frog of her hoof. AJ looked to see a small yellow gemstone such as Rarity might either use or give to Spike for a snack. "How the hay did thet get here?"

"The wolf dropped 'em!" AJ turned to look at Scootaloo and Sweetie Belle. She'd ordered them both to stay at the house, but they'd followed, insisting on helping Apple Bloom. Sweetie still looked badly frightened from the wolf's attack, but Scootaloo said, "He's got two bags full of 'em, and right before he showed up we heard a dragon roaring from the Everfree."

“Dragon?” Applejack looked west, towards the Everfree. Through the trees in the distance a green reptilian shape larger than the Sweet Apple Acres barn banked on mighty wings. After circling twice, it turned and flapped off, disappearing over the forest.

"So thet's what thet was," Applejack said. Bad enough they had a wolf here, but what did he have to do with a dragon? She shook her head, her golden mane spilling. Time for that later. "Apple Bloom, the rest o' yah, lissen up. Git back to the farm house and no complaints," she headed off their protests before they half started. "Tell Granny what's goin' on and warn any other ponies yah see about this. Where there’s one wolf, there’s gonna be more!" She turned to follow Mac but stopped when Sweetie Belle grabbed her tail.

"But where are you going, Applejack?"

"Ah'm goin' ta help Big Mac," Applejack looked after the path her brother had taken. "Somepony's gonna have ta stop thet wolf 'fore he kills a pony!"

Applejack set out in hot pursuit of her brother and that giant savage wolf, fearing what she'd find when she caught up to them both.

* * *

Ardi dashed down the road, barely staying ahead of the snorting sorrel stallion hot on his paws. Any hopes he had of outdistancing the stallion and losing him faded as they passed by other farms. One grew carrots, to judge by the sign hanging outside. Wolf-sized ponies heading out for their work, saddlebags hanging full and heavy on their flanks and plow-harnesses on, saw him fleeing past. He caught shocked stares as he ran by them before, with loud whinnies of, "Wolf! Wolf! Get the foals inside! Get it before it kills somepony!" following him. And then more angry neighs as they joined the chase.

The herd grew ever larger as he fled, wondering if he was running the right direction or if he was going to find himself trapped in some cul-de-sac, slowly backed into a corner as he bristled and snarled, readying for a last fight. He jeered inwardly at that idea. One wolf against - he took a quick peek - more than half a dozen ponies? He'd be trampled into a pulp in moments.

Horrified visions filled his head as he ran. Him cringing and pleading for mercy, those mighty and heavy hooves rising before they plunged downwards, smashing his spine and neck and skull. And looking down from high above in the shape of the sun, their Burning Queen... No! No no no! Just. Keep. Running!

If he could just find her, that shy winged pony from last autumn, she could explain.

If he could find her.


"We got him!"

Ardi dared to dart a glance behind. The big stallion was in the lead of the multishaded stampede, mouth and sides foaming, eyes glaring, hooves striking sparks from the stones as he galloped. One or two of the other ponies behind him raised their heads and neighed, calling skywards. Oh, Fenris Sun-and-Moon-Slayer, no! If any of the flyers or spear-heads joined in, he'd be taken within moments!

Ardi sobbed and whimpered, one foreleg starting to cramp. He couldn't go back into the forest, and - wait, what was that smell? That mix of thick sweetness and a sharp and hard odor that shrieked touch us not? A glance took it in. In the field ahead, amid grass and brilliant flowers showing here and there against the rich brown ground, a row of wooden boxes that emitted a low buzz of warning.

The ponies came at him, their eyes wide and filled with fury, hooves pounding the ground beneath them.

He put on a last burst of speed even though his lungs burned within him, crashed through two of the beehives and kept going.

Golden honey began to ooze slowly over the ground, joined by a rising drone getting louder and louder.

The ponies stopped and stared at the dark cloud of bees erupting from the smashed hives, horror going over their faces.

"Oh, no," One caramel-brown pony with three blue horseshoes for a cutie mark said in the sudden silence, then the swarm was upon them. Whinnies and neighs of pain filled the air as the ponies raced away from the overturned beehive, the angry bees following and stinging in indiscriminate fury. Splashes came as a few ponies hurled themselves into the nearby stream to escape their tormentors. Even through his panting exhaustion Ardi barked a laugh.

"Hah! Take that, you - OWW!"

Ardi jumped and yelped as a few stragglers from the swarm landed on him. Pain flamed up inside one ear, on his nose, in a few other spots where his fur was thin. Yelping, he fled, less swiftly now. He was a wolf, he could hunt all day and night over the snow without tiring - but after his panic-stricken flight from both dragon and ponies, the kicks he'd taken from that filly, and finally the bees, he was reaching the limits of his endurance.

Whoops came from overhead, pony laughter. Ardi looked up, caught a glimpse of a multishaded tail dangling over the side of a low-hanging cloud. And past and above it, more big and bright-colored flyers, all of them diving back down by the road. The wolf gave a snarl that turned into a whimper as he fled.

Ardi splashed through a bend in the stream, looked, blinked, looked closer. It stood before him on the streambank, what he’d been looking for since he cleared the treeline – a house like a small hill strung with birdhouses. Chicken coop outside, cages and pens for animals, the smell and sound of rabbits and chickens and an entire menagerie. Even the musky and warning scent of bear, but faint, sign he wasn't anywhere nearby.

Not that Ardi cared. He needed to hide. And in all this land, he could think of only one pony that might help. Ardi headed for the Dutch door of the house before him, ignoring the delicious scent of the chickens and rabbits that fled before him. He whined to hear renewed neighs from the ponies behind him, the pounding of hooves and growing cloud of dust behind a bend in the road. They were coming; a few more seconds and they'd come around the bend and see him and he no longer had the strength to keep running.

Panting, he staggered to the hill-house, half knocked, half collapsed at the door. No sounds came from within. Please, he thought, please be home…


The top half of the door slowly creaked open before him. A familiar equine face topped by a flowing mane looked down as a half-remembered voice whisper-gasped, "Ardi?"


* * *

Fluttershy’s eyes went wide. "Ardi? What are you doing here, and -"

"No time!" He yipped. He pressed against her door, his eyes wide and desperate and ears flat against his head in fear. The butter-yellow pegasus could hear angry neighs and see the dust cloud coming up the Everfree Road towards her house. One sounded like Applejack. The sounds of galloping hooves grew louder and closer; Ardi's eyes went wider as he scratched at her door in a panic. "Hide me! Please!"

Fluttershy slammed the bottom half of the door open, pulled the dirty and starved-looking young wolf inside, shut both halves. Her critters scattered from the horror in their midst as the panting wolf followed her, their voices filled with panic. Ardi licked his nosepad, sniffed and growled, suddenly stiffening at the smell of their fear overriding that of pony. Fluttershy gave him a look, and his ears drooped. Silently he followed her to the small closet beneath her stairwell. He really must be afraid, she thought. That, or scared silly.

"Thanks for this, Fluttershy," He gasped as he followed her, tongue dripping onto the wooden floor. "I, I'm sorry, but this day... Everything's just been so insane, I..."

"Ardi," she said as she opened the door, "Just get in and hide for right now." She heard hooves trotting up to her door, more than one set. "Hurry!" He silently entered the closet, curled up on the floor beneath the clutter. His eyes glowed in the dark interior as he looked back at her. He seemed less afraid than a moment before. Fluttershy wasn't fooled. She could see how he bristled and how close he kept his bushy tail tucked. Then hooves slammed against her front door; her squeal drowned out his yelp.

"Fluttershy!" Applejack's voice came through the pounding of hoof against door. "Yah in there? C'mon out, we got us a situation here!"

"Yeah, Fluttershy!" The mare eeped to hear Dash's voice as well. "We need your help, we're chasing some wolf that tried ta eat the Cutie Mark Crusaders!"

"EEEEP!" Fluttershy shot Ardi a look that wasn't quite The Stare. He winced and whimpered. She reached in, lifted his head with one yellow fore-hoof. She saw the swelling around his left eye, but no blood anywhere.

"You'd better be ready to explain later, mister," she hissed, eyes blazing with The Stare for a moment, and closed the closet door. As she began heading for the front door of her house in response to AJ and Dash's knocking, she saw Angel sitting nearby. The small white rabbit looked at the closet door and then at her, his face hard as flint.

"Oh, Angel," she said, "I know how you feel, but he didn't hurt anypony. He couldn't have. He's more hurt himself, the poor thing." Angel just gave her one last look and rolled his eyes. He hopped to the closet door, staring at it as though he wanted to burn a hole through it and its contents with his eyes. Fluttershy hurried to the front door, opening it just as Applejack began pounding on it again. "Ooh, hello, Applejack, Rainbow Dash," she said, giving them her best smile. "W-what was that you were saying about a wolf?"

Dash looked excited, hovering a length off the ground, rainbow tail slapping back and forth in her eagerness to be off. Applejack for her part looked almost as bad as that time a few years gone when she'd bucked apples without sleep for days on end. Her blonde mane and tail were a mess, and her Stetson hung down along her neck. Sweat matted her coat despite the early-morning chill, and when she moved she moved with pain. Fluttershy saw why when she saw the unmistakable welts of bee stings studding her ears and neck.

"Oh dear! Please, Applejack, let me get something for..."

"No time fer that," Applejack responded, shaking her head. Her mane spilled as she half panted out, "A wolf. Big 'un, too, big as a pony. Came outta the Everfree, climbed up tah the CMC Clubhouse, an' tried tah eat Apple Bloom 'n Scootaloo 'n Sweetie Belle."

"Oh, dear!" Fluttershy said, her horror unfeigned. She didn't think for one second that Ardi was capable of eating anypony, despite his being a wolf, but she doubted that three little fillies could have guessed as much when they saw him. "Are they all right?"

"Ah, they're fine," the azure pegasus with the rainbow mane said as she flew in front of AJ, waving her hoof in dismissal. "Scoot grabbed Sweetie and flew out the window with her." Her chest puffed up as she added, "She actually made it about three lengths before her wings gave out. Pretty good for a filly with no real training, well, I mean no training beyond what I've shown her." Applejack snorted at her words, pushed herself back in front of Dash.

"Dash, let me speak, will ya? We gotta git back to huntin' for that murderin' wolf!"

Fluttershy blinked to hear real anger in her voice. She glanced back at the closet and wondered how much of this Ardi was hearing where he hid. She wondered how her friends would react to her if they knew she hid him. Applejack went on with, "He went after Apple Bloom but she fought him off, kicked him right square in the face, she said. Then he took off, with Big Mac and some o' the ponies from the other farms chasin' him. But by the time I caught up he'd kicked a bees' nest over on 'em. He's fine, they're all fine," Applejack held her hoof up to forestall Fluttershy's question, "Just stung up a mite. Like me." The palomino mare finished with a meaningful look at Fluttershy as she said, "Do, ya see or hear anything in the last few minutes like a wolf runnin' around?"

"Oh, no, no big bad pony-eating wolves here," Fluttershy said. She thought she heard Ardi whimper in fear where he hid. She winced and mentally added, it's not technically a lie. She turned to close her door. "Umm, I've got to get back to feeding my critters. They're probably a little scared from everything. And I guess you want to make sure that wolf ran back into the Everfree?" She added the last part hopefully.

"Hah!" Dash tossed her multicolored mane. "Not a chance, Fluttershy. Soon as I saw what was happening with Jackie and her friends," she broke off and snickered. Applejack gave her a furious look. Dash raised her hooves before herself and shook them, failing to hide a smile on her face. "Sorry, AJ, but they really did look kinda ridiculous running from all those bees."

"Ya coulda kept an eye open for that lousy wolf," AJ snapped back. She stomped her hooves like she was bucking apples. "Ah find it, Ah'm gonna kick it so hard it won't be nothin' but a mangy old wolfskin when it's finished. Don't nothin' try tah hurt or eat MAH little sister!" She looked back at Fluttershy and said only a little more calmly, "Anyhow, Ah'm going tah warn everypony so they know tah be on the lookout fer that wolf. They run in packs, where there’s one there’s more. Dash here's told the Weather Patrol," Dash nodded enthusiastically, "So we know they'll be keepin' their eyes open too."

"Yeah, and when we see him," Dash flapped up against the sky, then folded her wings and dived into the earth of Fluttershy's yard, forehooves-first as though crushing something beneath them. Small clods of dirt exploded up from where she hit. "BAM! No more wolf!"

* * *

Ardi choked at the sudden image that rose up in his mind: the door of the closet being flung open and a furious Fluttershy standing there beside that palomino and the scratchy-voiced pegasus he could hear.

"So, you hurt innocent little fillies, did you?" He tried to plead but she turned her back on him with a contemptuous snort. "He's all yours."

Ardi's panicked pleading turned into hapless whimpers as the earth pony and pegasus closed in on him, both stamping their hooves against the ground. Wicked cruelty danced in their eyes and made their voices harsh as they spoke.

"Yee-haw! Looks like Ah'll have that wolf-skin rug Ah always wanted!"

"Hey, save the tail for me! I wanna tie it to my mane so it can flap in the breeze when I go flying!"

Don't be a fool, Ardi told himself frantically as he forced the frightening fantasy back down into the recesses of his mind. He licked his nosepad, inhaling the scent of pegasus, the sharp must of mothballs, the many delicious odors of the animals filling Fluttershy's house. That's not what she's like, those other ponies yes, but not her, she saved your life last Nightmare Night, she wouldn't turn on you now...

And the closet door creaked open just a crack.

Ardi almost howled.

* * *

A sudden whimper came from inside her house. Both of her guests looked curious and suddenly wary. Fluttershy darted a glance at the closet and frowned to see Angel standing beside the now cracked-open door, a satisfied expression on his face. Turning back to her friends, she gave what she hoped was a reassuring smile.

"I'm taking care of a wounded animal," she said, her voice soft and concerned. "The poor thing! He came to me scared out of his wits. When he's finished healing I'll return him to the Everfree." And the sooner the better, she thought. I can't sneak him out now, though, not with Dash and the Weather Patrol watching. What do I do?

"Huh," Applejack said. "Well, yah better keep one eye on him, an' the other open fer that wolf. Ah'm gonna get him one way or t'other." She turned and trotted off back to the road. Dash flew high, looped, and headed off in the direction of the clouds bearing the Weather Patrol offices. Fluttershy kept a smile on her face as she stood at the door, watching them leave. Only when she felt sure they were gone did she turn to the closet. The door she'd closed stood open. Angel stood next to it, arms folded, a smug grin on his rabbit face.

"Angel, you should be ashamed of yourself," Fluttershy scolded him. "That was very naughty to do that to a poor frightened guest." Angel frowned and sulked. Fluttershy felt an immediate pang at how rough she'd been. "Oh, I'm sorry if I was too hard on you. But don't go scaring Ardi like that." Moving carefully - she knew how unpredictable frightened animals or ponies could be - Fluttershy opened the closet. "Ardi? My friends are gone. Umm, you can come out now. I mean, if you really want to..." She saw his eyes glowing at her with cold fire from the back of the closet. She also thought she saw a puddle on the floor beneath him. "Oh dear! You didn't, umm, get too scared in there, did you?" And then, unable to contain herself any longer: "Just what did you do?"

* * *

By the time Luna’s Moon replaced Celestia’s Sun in the sky, Ponyville was as locked down as it had been the first time Zecora came into town. Word of the hungry wolf's attack on the Cutie Mark Crusaders and on Big Mac, of all ponies, had spread, the wolf growing in size and savagery with each retelling. Houses sealed up, ponies outside only in groups or airborne outside of a wolf’s reach, mayor at the Library asking its unicorn occupant if she could raise a shield over the entire town.

In a turf-roofed cottage where the Everfree road turns into town, Fluttershy sighed as she checked the pot of the salted bean paste she usually fed her more carnivorous animal guests where it hung soaking on the hearth in her main room. No real meat in it, just protein-heavy Neighponese soybeans, but even so Angel kept his distance and glared at it. That is, when he wasn't shooting dirty looks at her guest. Thinking of him, Fluttershy headed for her dinner table. The white wolf sat at it, looking mournfully at the mound of off-white paste on his plate.

"How do you like your dinner, Ardi?" Fluttershy set some alfalfa out for herself, checked and made sure that fresh oat bread and some apples were at hoof. "I've got some more soaking on the hearth."

"It's not meat," he grumbled. The wolf lowered his muzzle and took a mouthful of it, swallowed with a look like he'd just eaten dirt. He sighed and added, "Thank you, Fluttershy. I'm sorry if I scared any of your neighbors, but you were the only pony I can think of who would help me. Especially after that thing with the costumes last year."

Fluttershy winced at the memory his words brought up. She'd been sticking close by her house on Nightmare Night, the way she usually did, when she heard something being horribly sick outside. Wondering if somepony was trying to prank her, she warily went out. And to her shock, she found a young pony-sized white wolf collapsed next to her front door. He'd been shaking and twitching, spewing from both ends, his eyes unfocused and panting wildly as though his heart was fit to burst.

Ardi remembered it too. He'd been wandering Equestria, away from his pack's usual territory near Stalliongrad, several weeks north of here. Ardi was heading back, trying to make it before the first snows, when he found this pony town on the edge of the woods that wolves still called Discord's Demesne. Everypony was out in the streets, laughing or dancing or just playing. Odder still, they all wore costumes of some sort. Wary, he wandered in. To his surprise he was greeted with comment on 'his great wolf costume' and asked to join in the festivities. For a short time he did. He'd thrown fake spiders at a target made to look like a web, listened to ghost stories, even danced with some pretty she-ponies. It'd been fun for a while.

Then one smiling earth pony costumed as a giant chicken offered him a plate filled with sweet treats she called 'chocolate'. No wolf needed to be asked to eat free twice, and he did. And very shortly after began to feel sicker than he could ever remember. He'd raced away, convinced he'd been poisoned, looking for a place to hole up and wait out the nausea as he'd fouled himself. Then his heart began racing like it was going to burst. The night became a blur from then on. Ardi vaguely recalled some ponies asking if he was all right. He'd snarled at them and fled, finding himself beneath a statue of Nightmare Moon beside a pile of candy. Head spinning, the wolf thought she was descending to eat him, her mouth filled with cruel fangs. That nightmare sent him racing off again, and he remembered nothing after collapsing beside something like a small hill until he awakened a day later.

Only a few memories stood out in his mind. Like a little pony-pup dressed in what some pony obviously thought a fierce wolf should look like, and... "Wait!" Ardi jumped to say it. Fluttershy eeped and dove beneath the table. He waited for her to come back out and said, "She was the flyer I saw with that pony-pup who kicked me earlier."

"Who?" As he explained, she nodded. "Oh! Yes, that was Scootaloo. She's kind of a little sister or apprentice to a friend of mine, Rainbow Dash. She dressed as a wolf for Nightmare Night?" Fluttershy smiled softly. "That sounds like her. I remember her once asking me about wolves. She likes them, er, you because she thinks you're scary."

"We're scary?" Ardi yipped laughter. He pointed at her. "Ponies can control the weather, fly, kick trees down, make one thing look like another, move things with their minds, and vanish one place to appear at another, and you think wolves are scary?" He set his forepaw on the table, flexing slightly. He shook his head sadly at the sight of short lupine claws, ran his tongue over his fangs. "All wolves have is teeth and natural strength and cunning. Ponies have everything. Wolves have nothing. And you still think we're scary." He gave a short sharp bark of amusement. "You even have those two, two queens ruling over you who rule the sun and moon." And who stole them from us wolves, he thought, or so I've always been told, "And you fear us?"

"Now, be fair," Fluttershy said. "Most ponies remember old stories from before the Princesses about wolves eating ponies..."

"We're not Diamond Dogs, we're not Discorded savages!" Ardi growled it out. Fluttershy cringed back, wings flaring and eyes wide with fear. Remembering how shy she was, he calmed and said more calmly, "Wolves haven't eaten ponies since," he swallowed, "Since your Burning Queen and Nightmare Moon came and chased us into all the wild places."

"But, Ardi..." She began. His return glare convinced her it'd be useless. She just sighed and continued. "I remember taking care of you for three days. You got poisoned with chocolate. When you got better, I thought you were going back to your pack's territory?"

"I did," He grumbled. "I told them everything that happened. They laughed when I said you helped me, said I was joking, that no pony would ever help a wolf. Then they told me to stop lying about it." His eyes went narrow and cold. "I told my Pack Alpha to his muzzle that if I said anything else, that'd be the lie. So he chased me out and told me to stay away until I 'learned not to lie to the Pack'." He shook himself, wondering what it must be like now back in the cold forests and plains around Stalliongrad, wolves racing under a moonless sky as they brought down deer or ate rabbits or even mice when they got hungry enough; howls of defiance at the moon, daring its Nightmare ruler to come and face them as she and her sister would Father Fenris at the end of time, right before he consumed them and set the sun and moon free again; warm dens filled with yapping pups and hoary elders and sleek she-wolves and young wolves boasting of their bravery against the witch-ponies; scents of warm meat and warmer packmates, sharp clean pine, sweet-smelling flowers, and all too often the reek of utter panic as everywolf hid in the deepest dens telling each other, We saw one of the flier-ponies above or We saw some of the spear-head ponies, making a heavy tree trunk float through the air, but they didn't see us. Thank you, Father Fenris, thank you for protecting us. So hush and be quiet, pups, we have to go hungry tonight unless we want the ponies to kill us with their witchcraft or call their demon-queens to burn us in our dens like they did to so many of us in the long-ago... He awoke from his reverie as he realized that Fluttershy was speaking to him.

"Oh, dear! I remember you saying that wolves could be like that, but I thought you were exaggerating." She poured him some tea. Ardi smelled sweet honey in it and that scent that tickled his nosepad, he remembered she called it cinnamon. He lapped at it. When he finished she said, "So you wandered back here?"

"Yes," Ardi said. "I wandered through Discord’s Demense – the Everfree, you call it – until I found a cave filled with jewels and precious things." He shivered at a memory of a dark cave that reeked like serpents and old fire. "I saw nowolf there and figured I could take some of it, I remember how you said that even non-ponies could live well with gold and such if they had some..." He broke off when Fluttershy gasped.

"Wait, a cave in the Everfree? With a piled hoard in it?" At his nod her voice started to quaver. "Ardi, that was a dragon's den! And dragons never forgive anypony who steals from their hoards! Oh, you didn't!"

"That explains why that big lizard chased after me," the wolf said, waving one paw. "I ran faster than he could chase, but he stayed on my tail until I reached your town." He wasn't sure, but he thought that the yellow pegasus looked impressed. He liked Fluttershy, but still felt some surprise at how he behaved before her. Like he would with a she-wolf he sought to court. Too, he didn't like to remember the way he'd run in terror until he reached Ponyville. Not even telling himself that standing to fight would only have ended in a quick death by fire helped. He said, "I, I remember how good you are with animals. So I hoped that maybe, you could go and explain everything, ask him to forgive me? I'll give the treasure back if he wants it so much."

Both wolf and pony looked over at the saddlebags he'd worn. Torn and tattered, it looked like half of their contents were gone. Ardi looked hopefully at Fluttershy. The mare winced. Beside her, her rabbit just slapped a forepaw to his head. He then looked at Ardi, pointed at him, then at his own head, and finally at the wood of the floor. Blockhead. When the wolf growled, the rabbit simply stood by Fluttershy and gave him a defiant stare.

"Oh, dear, Ardi," Fluttershy said, her voice shivering with fear. The wolf felt ill to realize that she feared for him as she added, "I, I can't! Dragons scare me to death! And even if I could, Twilight told me that dragons only forgive hoard-theft if they get twice as much wealth back in payment, and if another dragon is willing to speak in your defense! You, er, don't know any other dragons, do you?" The dismay he felt must have been obvious. She said. "You've got one piece of luck. Dragons have a treaty with the Princesses. They won't enter pony towns or cities to reclaim their hoards, and they won't pursue you into Ponyville."

"So if I stay far away from the Everfree, I should be safe?" He asked hopefully. When she nodded cautiously, he sighed in relief. "Good! I wasn't scared," He thought, liar! "But it's a problem best avoided. So what, I just wait until I can leave town?"

"Umm," Fluttershy looked dismayed. "It's not that easy. Rainbow Dash and the Ponyville Weather Patrol will be watching for you. As soon as they see you, they'll fly down and catch you," Ardi forced his ears to stay up and his hackles to lay flat, swallowing the cold lump that seemed to be rising in his throat as she added, "And you can't go west, the dragon will get you. You can't go east, there's no cover until Whitetail Wood. Applejack and the others would catch you..."

"So what do I do then?" Ardi wished his voice sounded stronger. The visions from earlier returned, of him whimpering his last under plunging hooves. "Please, please, I'm begging you, get me out of here."

"No, it'll be all right," Fluttershy laid a butter-yellow forehoof over his paw, spoke in that gentle, soothing voice she did so well. Even so he felt his fears stay strong as she said, "I have to go into town tomorrow; it's Spa Day with my friend Rarity, and I can check with my friends for help..."

"Which friends?" Ardi asked warily. "I thought you didn't want everywolf, er, everypony to know I was here."

"Hmm," Fluttershy rubbed her chin with one hoof, considering. "Er, well, Dash and Applejack are both angry at you for what they think you did to their little sisters earlier, and Pinkie is Pinkie." Ardi flicked his ears in curiosity, wondering what those words meant. "My best chance for getting help would be with Rarity and Twilight. Especially Twilight, she can just make you invisible or disguise you with an illusion until you get away."

"Good." Ardi slowly began to relax. He sighed and returned to eating the bean paste. It tasted awful, but not nearly as bad as grave dirt would. Besides, he wouldn't have to eat it for long. Curious, he asked, "Just who are these friends of yours?"

"Oh!" Fluttershy took another sip of her tea. "They're both unicorns. I've known Rarity since I first moved here from Cloudsdale, she's a fashion designer and seamstress who owns Carousel Boutique on the east side of town. I'm, uh, her junior partner in the business. She makes a lot of fine clothes for some very well-to-do ponies in Canterlot and right here in Ponyville." Fluttershy sighed and looked over at the corner of her room. Ardi's gaze followed hers to see a very fancy dress hung on a sort of dummy - no, the ponies called them 'ponyquins'. She added in her soft voice, "And Twilight? She moved here two years ago, when the Mare in the Moon broke free and the sun didn't rise for days. She runs the local library, she's probably the best mortal mage in Equestria..."

"She is?" Ardi asked, feeling a bit weak. The idea of being helpless before any spear-head suddenly left him feeling like he'd swallowed butterflies. Very active butterflies.

"...And she's the personal student of Princess Celestia herself, here on an internship!" Fluttershy smiled, almost lighting up the room. "So you won't have anything to worry about." Picking up plate and cup with her mouth, she headed through the archway to the washbasin, leaving Ardi sitting motionless on the floor behind her. One of his pointed ears twitched slowly at the delicate sound of her hooves.

The personal student of Celestia. The Burning Queen. The one who sent her own sister to the moon. Ardi swallowed slowly. Every story, every puppyhood nightmare, every picture painted onto a den's wall, all came back at once. Of how so very long ago, when neither wolves nor ponies were anything more than wanderers, and when wolves fulfilled their duty granted by Father Fenris by making sure that none of the herd-folk grew too many, something sent two terrible demons to set the ponies above all others. The Nightmare, black and terrible, who stalked wolf packs in the moonlit darkness they'd so loved, and the Burning Queen, bright as the sun on her flank, who brought the sun itself down into their dens. They hated wolves, refused to understand that they held a role in the world even as the ponies did, and killed them so mercilessly that even now, thousands of years afterwards, wise wolves hid from ponies.

Wise wolves. Not ones like me, who go into their towns and sleep in their houses and need help from one of the Burning Queen's own apprentices...

A delicate hoof touched his shoulder.

"Ardi, are you okay?"

He smiled weakly at Fluttershy where she gave him a concerned look.

"Oh," he choked out, "I'm just wonderful."

Day Two: Zero for Two

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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.

Day Three: Sleek, Chic, and Magnifique

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Day Three: Sleek, Chic, and Magnifique

Celestia’s sun was just peeking over the mountains as a butter-yellow pegasus pulled a white cart blazoned with three blue gemstones down the Everfree Road towards town, her hooves making a steady clip-clop on the dirt and gravel, the traces pulling on her chest and withers in the morning cold. Pony cottages lined the road into town; Fluttershy checked each of them as she passed. All were closed up tight, with no sign of life. Stretching her neck around, she checked the clock tower in the distance. Except for one lookout atop the tower, she didn’t see a single pony, and he was too far away. Pulling her head back, she whispered to the cart behind her.

“Ardi? Are you okay?”

The answer was a soft, low growl. “Fine, given that I’m hidden in a wagon that smells like perfume and being sneaked into a town full of wolf-hating ponies.” She heard him shifting around inside the cart, brushing against the boxes of supplies she’d set under the tarp. He said more softly, “I’m sorry for how that sounded. Thank you, Fluttershy. And I’m fine except when – yipe!” One wheel went over a major bump in the road and the cart bounced hard. The wolf growled back, “Except when that happens!”

Fluttershy opened her mouth to respond and then froze. A small herd of ponies trotted up the road towards her, led by a palomino mare in a Stetson.

“Eep! Quiet! Ponies coming!” Fluttershy felt a wave of relief when Ardi didn’t demand to know what was going on. She just smiled at her neighbors as they came up to her, most of them bearing rakes, scythes, and other farming tools. To her surprise she saw Lyra and Bon Bon among them. The sea-green unicorn looked excited, bouncing on her hind legs; the purple-maned earth pony looked like she’d rather be at home in bed. Applejack stood at the front of them, and she looked as determined as the rest of them put together. Her lasso hung at her side, and AJ looked ready to use it.

“Oh, um, hi everypony,” Fluttershy said. “I guess you’re still looking for that wolf?”

“Sure are, sugarcube,” Applejack said with a snort. “He’s still hidin’ in town somewheres; I checked his tracks and didn’t see anywhere they lead out of town.” The palomino mare looked at Ponyville and then back at Fluttershy. “Funny it’s only one of ‘em; they usually run in packs… Say, what’re ya doin’ out and around so early?”

“Oh,” Fluttershy said, thinking fast, “I just borrowed Rarity’s cart; I needed to haul some things over to the Boutique and I just wanted to get it done early so it’d be done and out of the way. So, umm, I’d better get going.” Putting hooves to dirt, she began pulling the cart past them.

Only to have Applejack step in front of her.

“Sorry, sugarcube,” she froze as Applejack spoke. “But Ah can’t go letting yah do that.” Then, sounding almost annoyed, “Just what were yah thinking of anyway?”

She knows! Fluttershy almost heard Ardi yell it, or maybe that was just her own sudden panic. The wind went cold through her sweater, ruffling her mane and wings as it set her shivering. Applejack stood fast in her path, a look of concern on her face. Fluttershy hoped she didn’t shiver too much. Just as she was about to open her mouth and plead for the poor wolf, Applejack spoke again.

“We can’t let yah go off by your lonesome through Ponyville with that wolf on th’ loose!” She set herself alongside Fluttershy’s left while the assorted stallions and mares surrounded her and the wagon. Cheerilee came up opposite Applejack on Fluttershy’s right, giving her a somewhat embarrassed smile.

“Sorry, but she is right, Fluttershy,” the purple schoolmare said. “Pulling that cart by yourself? You’d be helpless if that beast attacked. Even with that Stare of yours.”

He’s not a beast! Fluttershy swallowed the words at the last minute. To her relief the cart’s contents stayed silent. She looked around at her friends, gave a weak smile and nodded. The small herd set off, their hooves clopping over the road. Fluttershy wondered what Ardi must be thinking. If he panicked now, she didn’t even want to think what would happen. She tried to go around a few more bumps in the road, but her equine escorts stayed so close to her that they made it impossible. With every bounce and rattle from the cart she winced, wondering if the wolf was going to yelp again.

“It’s so good you’re all doing this,” she said, trying to speak loud enough to be heard by her passenger. “But don’t other ponies need your help even more? Oh, not that I’m trying to tell you what to do,” she hastily added. “It’s just that, isn’t school going to be opening soon? And the little fillies and colts might need an escort more than a grown mare like me. Unless you’d really rather not.”

“Actually, that’s why I volunteered for the early patrol,” Cheerilee said beside her. “I can keep an eye on my students this way.”

“Oh dear, all by yourself?”

“Well, I will have some help from Big Mac.” Cheerilee flicked her tail off towards the big sorrel draft stallion who plodded along wearing his horse collar. “He volunteered for it, actually. He’s so worried about what almost happened to his little sister. And I have to admit,” Cheerilee’s voice dropped to a near whisper and her cheeks flushed as she said, “I think part of it is him wanting to keep me company. But he’s so shy he’ll never admit it.”

Fluttershy looked from the schoolteacher to Big Mac. The stallion’s ears were set back, but with his red coat Fluttershy couldn’t tell if he’d somehow heard and was blushing himself. She’d heard about that mess last Hearts and Hooves day with the Cutie Mark Crusaders. Part of her hoped that Mac and Cheerilee could make a relationship without the love poison, and it looked like maybe her wish was being granted.

Something shifted in the cart, bringing Fluttershy back to why she was out here. She thought back to late last night, when after returning home from Rarity’s she’d sat down and come up with what seemed like the best plan to her.

She’d taken Rarity’s cart from the railway depot where she’d found it sitting behind the ticket office, where some baggage handler had put it after Rarity boarded the train. She’d hide Ardi in the cart and sneak him into Carousel Boutique where he could hide out until the panic died down. He’d growled when she told him she’d have dye his fur some shade of brown or grey or the like; his gleaming white pelt was just too easy to spot from the air. While waiting, she’d sew him some simple clothes to make him look like a wandering Diamond Dog – she winced as she remembered how he’d yelped at that. Then when the hue and cry finally ended, load him back in the cart and sneak him through Whitetail Wood, south to where the woods ended at the old abandoned gem quarries.

“I can let you off there,” she’d told him as he looked at her in disgust. “Nopony would think twice about sighting a stray Diamond Dog there, and you can get away.”

“B-b-but a Diamond Dog?” He’d yelped at her, “I think I’d rather be caught!”

Angel looked ready to agree. Fluttershy quickly said, “Please, Ardi, it’s this or you get caught. And I don’t want my friends to hurt you or get hurt themselves.” Then she’d given him a pleading look she’d learned from Rarity – “Please? For me?” He’d growled and bristled and shook himself, but in the end he’d agreed.

And so before Celestia could raise the sun she’d loaded him into the cart and off they went. And here they were, surrounded by some very suspicious and not at all friendly to wolves ponies. Hoping she didn’t look as nervous as she felt, the pegasus looked around for a way to get away from her friends.

“Oh, but wait,” she said, pointing with her snout as they approached the small red schoolhouse. “Umm, the school’s right over there and the Boutique is all the way across town.” She stopped and smiled. ”Heh, guess I’ll be seeing you all later. Thanks for the escort.”

“Don’t be that way, ‘Shy,” Applejack shook he head. “Yah gotta pass the schoolhouse ta get ta Rarity’s anyway. And ‘sides, we’ll stick with yah every step o’ the way.”

“Oh,” she said, feeling her hopes plummet. “Great.”

Fluttershy hauled the cart over another bump in the road, knowing she heard muffled grunts and growls from the cart as she did. She remembered the Mayor saying that they needed to re-grade several of the roads and streets. To her dismay, they seemed to be walking down every single one that needed work. She thought, sorry, Ardi.

Fluttershy and her guards reached the schoolhouse; none too soon for her liking. She noticed how Cheerilee and Big Mac, at least, spooked whenever she pulled the cart over another bump. Hoping Ardi would get the hint, she said, “Well, here we are at the schoolhouse. I guess you’ll want to get all the colts and fillies together to keep them safe from the big bad wolf, right?” She laughed nervously. “So I’d better be going…”

“Not so fast, Fluttershy!” Applejack stopped her with a raised foreleg in front of her. “Cheerilee, yah want ta wait just a minute?”

The purple earth pony mare was just putting her key into the school door. Applejack said. “Just give me an’ Big Mac a second, in case that wolf’s hidin’ nearby.” Fluttershy blanched at her words. AJ saw the look on her face and said, “Just somethin’ I been thinkin’ on. Maybe the wolf is hidin’ inside some building, waitin’ ta pounce on some pony an’ gobble ‘em up. We don’t want anypony takin’ chances.”

“No… we certainly don’t,” Fluttershy whispered agreement, then stood there with Cheerilee and the other vigilantes as Applejack and Big Mac entered the school and went all through it. They could be heard from outside. Cheerilee winced as once or twice the sound of something falling over came from within.

“Doggone it, Big Mac! Ah tole yah ta watch out for that bookcase…”

“Oh dear,” Cheerilee’s eyes went wide and she shot inside; a moment later Fluttershy heard a pained yell. “Oh, no! Applejack! Do you have any idea how long it took me to convince the Mayor to pay for that set of encyclopedias?” She heard AJ try and answer Cheerilee, but it was cut off by another crash. Fluttershy winced. A moment later Applejack walked out of the school, looking rather embarrassed.

“Umm, say, everypony,” she said to the posse. “Maybe y’all can go in an’ help Cheerilee? The school’s a little messy right now, an’ I think she might appreciate getting’ some help cleaning it up.” Lyra, Bon Bon, and the rest all hurried in. Fluttershy thought that some of them looked relieved to be taken off of wolf-hunting. She had to smile at the thought that they were all so frightened of somepony like Ardi. Some ponies were such scaredy-cats…

“Hey, Fluttershy!”


“Yeesh, ‘Shy,” Rainbow Dash hovered in front of her, pumping wings raising dust from the road. Fluttershy felt her heart start beating again as Dash said, “Ya gotta stop being so scared of every little thing.” The azure pegasus flew over to the cart and began poking at it, the downwash from her wings fluttering the tarp. “So, what’re ya doing with Rarity’s cart?” She reached in and began to lift the tarp.

“Ahhh! Nothing!” Fluttershy wheeled around to face the rainbow-maned Pegasus. “Just returning some things to her! Oh, no need to help! I mean, unless you really want to.” Dash gave her a curious look. Past her the yellow pegasus could see much the same look on Applejack’s face. Fluttershy took a deep breath. “Really, everything’s okay, so I’ll be on my way…”

“Now, I told ya already, Fluttershy,” AJ said as she walked up on one side of her. “Ah cain’t let ya go strollin’ around Ponyville with that wolf on the loose.” Applejack looked over at Dash and said, “Want ta help me out here?”

“Eh, sure, why not?” Dash settled down on the other side of Fluttershy. She lightly slapped her flank with one wing. “Let’s get going. The sooner we get you to Rarity’s the sooner we can go back to getting that wolf.” She grinned and pounded one hoof into the other.

Fluttershy wondered how much worse this day could get as she passed under the archway into Ponyville proper, her two friends sticking to her sides like a second set of wings. With every pothole and bump of what was now Library Lane, she spoke to them as loud as she could to cover any sounds from her unhappy cargo. “So, umm, how has everything been on the farm lately? And Dash, what’s weather patrol been like? Your pets are doing well? Who do you think’s going to win the next big hoofball game? Anypony know why Twilight’s in Canterlot?” She shot the questions out one after another like Dash or Pinkie Pie, leaving neither of them time to respond, barely noticing they were passing the old well and Sugarcube Corner. Not even the usual delicious scents of breakfast pastries made much of an impression as she kept talking, “Oh, I’ve been having a wonderful time of it myself, thanks. No problems with my wolves, I mean my animals, at all…”

“Hey, guys! Fluttershy!”

AJ and Dash both stopped. Fluttershy froze at the sound of that voice.

“Oh, no…”

Pinkie Pie came bouncing up to all three, somehow balancing a plate of muffins on her head. She wore her usual delighted smile. At least the worry that seemed to be affecting everypony else wasn’t bothering her. Either that, Fluttershy decided, or she was an expert at covering it up. Or Pinkie was just being Pinkie. The pink earth pony with the cotton-candy mane offered the muffins all around. Fluttershy’s mouth watered as she smelled warm apples and cinnamon mixed together. Dash and Applejack both eagerly took one. Regretfully, Fluttershy shook her head.

“Oh, Pinkie, I’m so sorry, but I really can’t…” Pinkie looked devastated as only she could. Fluttershy relented. “Oh, well, just one wouldn’t hurt anything, I guess.” She took a bite out of it, reminding herself as she did that Ardi would need to eat eventually, too. She almost sighed around the taste of the muffin. Pinkie might be a little intense at times, but she was still far and away the best pastry chef in Ponyville.

“Say, Fluttershy, what’s in the cart?” Pinkie bounced over to it and tapped on its wooden side. “Ooh! Is it a surprise! Because I LOVE surprises! Hey, would one little-wittle itsy-bitsy peek inside be okay?”

“Eep! No!” Pinkie jumped back, startled, as Fluttershy spun on her. “It’s nothing, really! Just some things of Rarity’s! In fact I’d better get going with them!” She turned around and stopped. Applejack stood there, giving a look that combined wariness and concern.

“Look, sugarcube, you sure you’re feelin’ okay?” Applejack touched her forehead with her hoof. “Ya don’t feel sick or nothin’. Or are ya just that scared o’ that wolf?”

“No! I mean yes! I mean…” Fluttershy sighed and took a deep breath. “I just want to take these things to Rarity so it’s done. That’s it, really.” She looked around at her three friends, reminded herself that just because they were driving her crazy that they were indeed her friends, and said, “Well, that and while I appreciate your trying to protect me, I am a grown mare and I can take care of myself. So maybe you could trust me to do that?”

Looks of embarrassment crossed AJ and Dash’s faces. Pinkie just watched, her good mood seemingly regained. Fluttershy found herself wondering if maybe she could get Pinkie to help sneak Ardi out of town when the time came, under Pinkie Promise. If anypony could enter or leave an area without being noticed, it was Pinkie. Maybe she could set up a fake wolf sighting to keep everypony occupied while she snuck him out the other side of town?

“Aww, hay, ‘Shy,” A shamefaced Applejack rubbed one hoof along her mane. “Y’all are right. I guess I been treating ya a little poorly. It’s just that, you act so much like an earth pony, sometimes I forget ya can fly when ya need ta. An’ an earth pony cornered by some wolf can be in real trouble. It’s just that,” she sighed, “Ah’m worried about ya, okay? Cause you’re ma friend.”

“I know,” Fluttershy said. “And I’m flattered that you worry about me so much. I really am. But I have to get this cart back to the Boutique now, and I think I can do that by myself.” She turned and walked off down Library Lane, headed for the town square and Boutique. Just as she reached the curve in the street she looked back and saw her three friends watching her. She smiled at them. They waved at her. She neighed back. Then the rows of half-timber houses cut off their view of her and she let out the breath she didn’t know that she’d been holding. Her hooves resumed their clip-clop against the packed earth of Library Lane.

Okay. Clear sailing from here on. And hopefully some privacy too.

* * *

Back before Sugarcube Corner, Applejack, Rainbow Dash, and Pinkie Pie sported somewhat forced smiles as they all waved to Fluttershy as she rounded the curve and disappeared, hoofbeats fading in the distance.

“Umm,” Pinkie said to the others, “We’re gonna follow her, right?”

“Well, yeah.”

“’Course we are,” Applejack said. She started off after the shy pegasus. “Y’all saw how scared she was actin’ the whole time. Poor Shy’s scared ta death. But she don’t want us ta worry none, an’ she probably figures that we ought to be lookin’ after our families.” The palomino trotted down the road. “But somepony gotta make sure that Shy steers clear o’ that nasty wolf.”

* * *

Clip-clop, clip-clop, clip-clop, clip-clop…

Fluttershy kept a lookout as she drew the cart past the Riches’ mansion and Ponyville Inn. Both Diamond Tiara and Silver Spoon stood behind the mansion’s front gates, Filthy Rich and a liveried butler looming behind them. The two fillies looked around like they expected a filly-eating wolf to leap on them at any moment; the two adult stallions just looked wary. Filthy Rich gave Fluttershy a nod as she went past, then resumed his lookout. She held her breath until she was under the next archway and into the town square itself. Aside from a few other fillies and colts being escorted to school by patrols of two or three stallions and some of the bolder mares, downtown was mostly deserted.

Fluttershy sighed in relief as she passed through the all-but-empty town square. Past the statue, alone save for a few birds who twittered and sang at the sight of her. One of them spread its wing out wide and fluttered it. Fluttershy smiled at them. She was glad to see that Miss Chickadee was doing much better with that sprained wing.

Then past the carousel tower of Town Hall, with its new commemorative plaque shining in the sunrise, announcing that this was the place where Nightmare Moon had returned before the Elements of Harmony saved Princess Luna and all Equestria from her. Fluttershy smiled as she remembered how every time Dash saw it, she’d the time to give it a quick shine.

By now she was approaching the river and the East Bridge. She could hear the soft music of the water as it flowed along. She stopped before the bridge and whispered back to the cart.

“We’re almost there,” she said in her soft voice. “Just over the bridge and the railway tracks,” she paused at another miserable growl from within the cart, “And we’re there. Brace yourself, here comes the bridge.” The cart clattered behind her, its wheels bouncing over the bridge’s flagstones as she crossed over onto Whitetail Wood Road. She winced to hear the boxes banging inside it. “Oh dear, are you alright?”

“Wonderful,” Ardi whispered back to her, sounding anything but. “What’s next – YIPE!” Fluttershy winced as he nearly howled as she took the cart over the tracks. Bang! Bang! went the contents, and the wolf yelped both times. “My leg! My back!”

“Not so loud!” She looked ahead. “Almost there, now just take it easy, we’ve got to go off-road here.” She took it thumping across the grass and turf, making sure to steer around a few patches of alfalfa Rarity let grow in her yard for emergency snacks. Most ponies did, but Rarity was “too much of a lady” to admit to it.

Fluttershy hoped Ardi was okay. His groans did nothing to reassure her as she hauled the cart around the circular Boutique to the small kitchen and bath annex at its rear. Watching carefully over her shoulder, she backed the cart up to just short of the back door. She reached down, undoing the girth strap with her mouth before unhitching the cart. She gave a sigh as she stepped free of the traces, spreading her wings and shaking out her mane. It felt so good to be out of that harness!

She went to the door, removing Rarity’s spare key from her saddlebag with her wing. She took it in her mouth, cold against her teeth and tongue as it turned in the lock. The click as she unlocked it sounded very loud to her. She gently pushed the door open with her snout. She stepped back, looked right and left, then up for any pegasi. Nopony visible. Good.

Fluttershy went back to the cart and pulled the tarp back. A miserable Ardi looked back at her. The box containing cans of her meat substitute had fallen onto him and spilled open, leaving him covered in cold soybeans.

“Oh, dear! I’ll be bringing some more over later – but right now, get in!” Ardi slithered out with surprising speed, growling and wincing as he worked his muscles, and vanished inside the Boutique. Fluttershy gave one glance around, picked up two of the lighter boxes, slipped in behind him and closed the door. She set the boxes on the floor and looked to find Ardi staring at her.

“Now what?” he whispered. He took a moment and licked some bean debris off his pelt, giving a disgusted look at the taste. “Can we speak normally here?”

“I guess so, but don’t be too loud, not that I’m telling you what to do,” she answered. She walked by him, feeling her tail brush against him as she passed. His fur felt rough and soft, different from a pony’s coat. She stopped to scrape the dirt off of her hooves against the back step, and smiled to see Ardi following her lead. She got ready to open the door and hesitated before saying in her best Rarity-voice:

“Welcome to Carousel Boutique, where everything is sleek, chic, and magnifique,” she giggled at how she sounded. He followed her into the mud room as she said, “You ought to be safe here.”

“I hope so,” he said. “I really don’t want to get caught by your friends, not after what I heard them saying.” The wolf shook himself. “I like my pelt right where it is, covering me.”

“You’ll be very safe, just so long as you stay away from the windows,” Fluttershy warned him. She went to the nearest one and drew the shades. “And keep the curtains drawn.” She looked at him to make sure he listened. He just eyed her back, his blue eyes almost glowing in the dim light, before he nodded at her. She said, “I’ll be here during the day minding the store. You can stay upstairs and be safe there,” she paused as he growled and bristled slightly before lowering his hackles and giving her a sheepish nod. “I’m not calling you cowardly,” Fluttershy emphasized, remembering how wolves tended to react to suggestions that they hide or run. “But I want you to get out of Ponyville without any more trouble.”

Ardi looked around the small, mud room the ponies called it? A sink, almost gleaming in its cleanliness, hung from the wall. A laundry wringer hung over it, and a hoof-pump sat in the floor beneath it. A second larger hoof-pump set beside it. He looked at Fluttershy.

“That’s for the roof cistern,” she told him. “We don’t get town water this side of the river.” He followed her into the hallway beyond, toeclaws clicking over the polished floor. She pointed first at the left door and then at the right one. “That’s the bathroom in there,” she said, “and this is the kitchen over here.” She was about to say more, but the wolf pushed up beside her and glanced into both rooms.

The bathroom smelled as flowery as it usually did. She saw how Ardi’s eyes went over the floor toilet with wall-mounted tank, the fancy tub Rarity loved to take long soaks in imported all the way from Prance and big enough for two, and the sink complete with two racks filled with Rarity’s usual array of soaps, body washes, mane and tail styling needs, perfume, and makeup. Fluttershy hid a small smile when she saw how Ardi winced at the sight of it all. He looked at her in confusion.

“Do all she-ponies keep that much around just for their looks?”

“No, not quite,” Fluttershy responded. She kept quite a few essentials herself for her own mane and coat, but Rarity had her beat. No, Rarity had everypony in town beat. She added, “We’re not wolves, we can’t just roll in some carrion and call it a day.”

“Be easier for you if you could,” Ardi snorted at her. He sniffed and grinned, tongue lolling. "I smell meat!" He turned and headed for the kitchen. Fluttershy gave a little squeak and got between him and the door. She winced as he instinctively bristled and showed his fangs at her violation of the most basic law of canine etiquette: Don’t get between me and my food.

“Oh dear! Don’t go in here anymore than you can help, and please be careful when you do,” she explained. “Don’t disturb anything. Rarity knows where everything is and where it should be; she’s very touchy that way. That meat you smelled is probably Opal's.” At his wary look, she added, “I’ll unload the cart later.”

He sniffed and went past her, headed for the stairwell. She could hear him sniffing all the way as he examined the building. Fluttershy eeped when she saw him sticking his head through a curtain and out into the main Boutique. She ran to him, grabbed his tail with her mouth, and yanked the wolf back. “Don’t! They’ll see you from outside!”

“Well, where can I go then?” He snapped. “Or should I hide back here for a week?” He looked around, tonguing his nosepad and sniffing some more. “She has a cat around somewhere,” he said, “And another pony visits a lot. She smells like Rarity but a little more familiar somehow.”

“That’d be Opal, oh, she’s her little kitty, and Sweetie Belle, she’s her little sister.” Fluttershy pointed at the stairs, curving up in their stairwell against the outer wall. “You’ll be staying upstairs for the most part.” She heard him following her up into the empty room at the top of the stairs. Three colorfully painted wooden doors were set against the walls. Fluttershy went to open the first one.

“Okay,” she said. “This is her guest room.” Ardi looked past her into the room, sniffing and shaking his head at the sight of fancy lace cover, a four-corner bed, and posters of Sapphire Shores and other pony singers on the walls. Fluttershy added, “Sweetie Belle, that’s her little sister and the pony that you smelled downstairs, she’s stays over here most of the time; their parents travel a lot.”

“Parents ought to stay here for their pups,” he growled. Fluttershy barely avoided nodding in agreement. She went to the next door.

“This is Rarity’s bedroom,” she said. Ardi looked past her. Inside were thick purple curtains, a large canopied bed, Rarity’s vanity table piled with currycombs and cosmetics. A massive wardrobe cabinet stood against the wall. Sewing supplies were scattered about in profusion, and a fancy outside door from Prance, set with glass. It led to a balcony walk, railings just visible through the glass. Ardi slipped past her and went for it. He halted at a cry from Fluttershy. “No, ponies will be able to see you from outside! And Rarity will get furious if anything’s disturbed in here.” Ardi gave her an annoyed look.

“Just how fussy is this marefriend of yours?”

“Oh, she’s not bad,” Fluttershy said. She thought back on a recent time when she’d accidentally set a bobbin of gold thread down two hoof-widths away from its previous spot, and Rarity nearly fainted before she found it. “Well, maybe she is, a little, sometimes. But she’s very precise on where she wants everything to be, and…”

While she’d been talking, Ardi walked closer to her. He suddenly froze and looked at the floor behind her, licking his lips as he did. Fluttershy turned and saw Opal standing there. Normally the feline would have been rubbing against her, but right now she stared daggers at the wolf. And the look on Ardi’s face showed just how hungry he was.

“Oh, hello, Opal,” Fluttershy said, hoping to defuse the situation. She walked over to the cat, Ardi following her silently. Fluttershy gave Opal her best smile and said, “Now, this is Ardi, and he’s going to be staying here a few days. I want you all to be good friends, alright?” Opal just gave the wolf a dirty look, making a low rumbling sound of warning as she did. Fluttershy looked to see Ardi almost drooling. She lightly brushed him with her wing. “Be nice,” she whispered, and then, “She’s not dinner.” Ardi rolled his eyes before he lay on the floor, looking the cat right in her angry eyes.

“Hello, cat,” he half growled. “Don’t make any trouble and I won’t eat – I mean, we’ll be friends.”

Opal looked from him to Fluttershy. The butter-yellow pegasus smiled.

Opal swiped her claws right across Ardi’s nose.

A moment later she was flying down the stairs, the snarling wolf right on her tail.

“Oh! Oh, dear! No no no!” Fluttershy hurried after them, her wing brushing against the door to Rarity’s workroom as he did. Could this day get any worse?

The workroom door slowly swung open as Fluttershy went past it. She looked inside and saw something standing inside that brought her to a halt.

“What? Rarity, I’m so sorry! But I thought you left yesterday, and…” And Fluttershy felt her hooves seemingly grow fast to the floor as she saw Rarity’s emptied-out hide draped over a ponyquin.

It can’t be… It can’t be… I’ve been listening to Spike tell me too many of those horror stories…

A stray beam of morning sunlight entered the workroom and shone over Rarity’s cutie mark of three sapphires.


* * *

Ardashir chased after the filthy cat with a snarl. He’d taken enough abuse over the past few days, he was NOT going to be taking more from something that he’d normally be eating for dinner! The cat hissed and spat at him as she jumped atop a high cabinet. He leapt up and found himself almost a foot short of her perch. As soon as Opal saw she was safe, she studiously ignored him and began washing.

“That’s right, try and ignore me,” the wolf snarled at her, bristling. “Just remember, I’ll be staying here, and you have to sleep sometime, you miserable – what?!?”


He could just hear Fluttershy’s little sound of panic from upstairs. Even Opal looked suddenly concerned as she left off grooming to look at the stairs.

“Fluttershy!” Ardi turned and charged for the stairs.

* * *

”Oo-ooo-oh!” Pinkie Pie stopped dead by the statue in the town square. Applejack and Rainbow Dash both shot her confused looks as she said, “Twitchy tail, two twinges in my right front fetlock, left ear flick!” Her eyes went wide as she yelled, “Something’s scared Fluttershy!”

A moment later all three ponies were charging over the bridge towards the Boutique, Dash in the air, the others pounding the ground.

* * *

“Fluttershy!” The Pegasus mare barely heard the words as Ardi raced up beside her. She stood like a cockatrice had turned her to stone, frozen in mid-recoil, one hoof raised, eyes wide with horror, pinpoint pupils staring at the contents of the workroom.

At Rarity’s hide where it hung over the ponyquin.


The wolf nuzzled the paralyzed pegasus on the cheek; she started breathing again. Gasping, actually. And raising a shaking forehoof to point inside the room.

“In th-there,” she whimpered. “It’s – it’s Rarity’s hide! Some – somepony, they… SQUEEK…” She stopped talking, kept gasping. Beside her Ardi stuck his muzzle in the door and sniffed. Looking curious, he walked up to the white unicorn’s hide and sniffed more thoroughly. Fluttershy fought down an incipient faint when she saw him running his nosepad over her friend’s hide. He turned and gave her an amused smile, tongue lolling from one corner of his muzzle.

“What are you talking about? This isn’t anypony’s hide, there’s no blood on it and there never was.” He gripped some of it between his paws. “Come and see.”

Trembling, Fluttershy entered the room. She gasped to see a second pony hide set out of sight from the door, colored purple, but lacking a tail or even a head. She gently touched the hide and was surprised at how much it felt like her friend’s sleek, creamy coat. It looked creepily like a hollowed-out or deflated Rarity, even down to the long eyelashes, styled mane and tail, and her blue eye shadow. Almost like somepony did skin her, she thought, and shuddered.

“What is this, anyway?” Ardi sniffed more at it. He took one of the forelegs in his paws and poked at it. “Look, there’s a slit in it, it runs all the way from the throat to crotch. And inside,” he explored with his paw, “It feels warm.” He held it out to her.

“I’ll take your word for it,” Fluttershy said, fighting down a shiver. “Oh! I know what this is! Rarity said she was working on a surprise for Nightmare Night…” Ardi looked blankly at her. “Oh, I’m sorry, the night you met me? When everypony in town was wearing a costume?” She looked back at the suit, shaking her head in awe and wondering how Rarity made it. She didn’t even see any stitches or seams in it. “She must have been getting magical help from Twilight, it’s too good to be just a costume. Put it on and you’d look just like Rarity. Just like,” she shuddered, “that ponysuit of me that Pinkie Pie wore once or twice.”

“Your marefriend is both odd and very vain,” Ardi said with a sniff. “Anyway, now what?” Fluttershy opened her mouth to respond, but froze at the sound of banging on the door downstairs.

“Fluttershy! Hey, ya in there? Ya need help?” Fluttershy spun with a breathy gasp. Ardi stiffened and gave a snarl that sounded rather like a whimper as Applejack said, “Dash, Pinkie, git back. I’ll buck this darn door down if I gotta!”

“They’ll find me!” Ardi yipped, hopping from one paw to the next. “What do we do what do we do?”

“Don’t panic!” Fluttershy squeaked, “I, maybe they won’t bother?”

She was answered by the sound of apple-bucking hooves colliding with a wooden door.

“Oh dear! Stay here!” She hurried downstairs, desperately trying to think of something to say to her friends even as they kicked the door down.

* * *

Ardi sniffed and whimpered. What was he going to do? He could hear them downstairs – the pony that wanted to trample him, the flyer-pony that wanted to hang his tail from her mane, and the crazy chicken-pony who’d poisoned him last year. Who knew what she’d do?

The pony in the chicken suit sang a peppy little tune about making cupcakes as she laid out an array of knives, cleavers, and less identifiable objects beside the basement table where the bound and gagged wolf was strapped down. The palomino and faceless flyer-pony stood beside her.

“Remember ta be careful, Pinkie,” the palomino said. “Ah promised mah little sis she could have herself a wolf-skin rug. So don’t go puttin’ TOO many holes in it.” She chucked him under the chin and laughed. “The rest oughta make good fertilizer. Right next ta where Ah planted all ‘o them OTHER wolves!”

“Eh, whatever,” The sharp-voiced faceless pony said. “Least it’s not me.”

Ardi wondered what that meant and then the chicken-pony turned around. In one hoof she held a funnel and in the other a bucket, a bucket filled with something that bubbled and smelled sweet and…


“Aww, don’t be that way,” she said with a giggle as she inserted the funnel into his muzzle. He gagged on it as she began dumping the bucket’s contents into it. “Everypony loves chocolate. LOTS and LOTS of chocolate!”

And all he could do was choke on the steaming poison as they laughed, and laughed, and laughed…

Heart pounding, Ardi raced through the room for a place to hide. A few cabinets were in the room, but they were filled top to bottom with clothes in various states of manufacture. The only way to hide in them would involve tossing everything out onto the floor, and they’d see. Maybe in one of the other rooms? He headed for the closed door and froze when he heard voices just beyond.

“Oh, but girls, there’s no need. Everything is just fine here, no wolves hiding here…”

“Maybe, ‘Shy, but Ah’ll feel better when Ah’ve looked around.” The sound of a door opening, and then the palomino’s voice. “Dash, Pinkie, why don’t ya check out them other rooms?”

Ardi bit down on a panicked yip. He did the only thing he could think of.

He raced to the unicorn-suit where it hung, and as hooves sounded on the stairs began pulling it on.

Day Three: The Wolf Everypony Should Know

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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.

Day Three: Adventures in Fillysitting

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Day Three: Adventures in Fillysitting

Deep beneath Canterlot, Queen Vespid paced deeper into the passages and chambers of her hive. Past walls of stone and paper and Changeling goop, passageways that glowed softly with a greenish organic light, many of them older than the Sun Palace above.

Hive Vespid had hidden amid the roots of Mount Epona since the ponies first built their post-Nightmare Moon capital, sending shapeshifted drones Topside to harvest the emotions of Canterlot’s ponies, returning with nourishment for their Hive and Queen. Always hidden, always discreet, careful not to get too greedy or numerous to ever be discovered. The way of the Changeling. An arrangement that had kept Hive and Queen safe.

Until now.

She passed still-damaged walls, hurriedly patched with chewed paper and Changeling-slime and here and there, chunks of foreign-smelling dark gray chitin. She could smell the ichor and pain on them from the Hive Vespid Changelings who’d gone smashing into them on that terrible day, dying without even knowing why.

Discord take you, Chrysalis…

Changelings appeared from the depths, wings buzzing plaintively, as they pleaded for what she bore.

[Please, O Queen,] they whined again and again, “speaking” in buzzes and scents and movements of their wings and bodies. They rubbed up against her, pleading for her to share some of the love she’d found above. They could smell it on her as easily as she could, that combination of sweetness and warmth with a spicy undercurrent that said ‘young lovers’ to any Changeling who’d gotten past their nymph stage. [Please, feed Us. We’re all so hungry.]

She drove them back with buzzing snarls and once or twice a blast of power from her horn to send them stumbling. [Feed off of the returning scouts,] she told them. [What I bear is not for you. Have you forgotten some of Us cannot leave the Hive?]

They shrank back, their scents burning with hunger and hurt. Vespid forced herself to ignore them as she turned down the passage that led to the most important parts of the Hive. They can go Topside and gather emotions for themselves. But only I can do this right now. Her memories curdled within her as she thought of the Changelings who’d been able to feed the nymphlings, all smashed against the walls of the nursery by That Spell as they frantically tried to defend the Hive’s young.

It was all Queen Chrysalis’ fault. First she’d knocked over dozens of other Changeling Queens from the Wastelands to the Everfree, absorbing their Hives and Swarms into her own while Hive Vespid stayed hidden and safe beneath Canterlot. Then last year, when Queen Vespid had personally led her shapeshifted swarm Topside to gorge on the chance-offered feast of the Royal Wedding, Chrysalis had made her move, first infiltrating the city in the form of an Alicorn Minor – a Pony PRINCESS, the Royal Bride herself! Then she’d taken down the city’s shields in mid-wedding to lead the largest Changeling swarm in Equestria’s history in a full frontal assault on the Pony capital. An all-or-nothing decapitation strike, just like she’d done to all the other Hive Queens.

Discord take you, Chrysalis…

Vespid came back from her reverie to find herself in the inner broodchambers, their walls chewed out and plastered with Changeling goo, glowing with a faint fungal fire. Nymphs chittered, their eyes wide and chitin still soft, and pupae hung from the stalactites above. A pair of drones, all the Hive could spare for nursery duty now, played with and cleaned their charges. Fewer than ever before, so few their Queen herself had to go Topside to recharge and harvest.

Speaking of which… Vespid went down the array of eggs and nymphs and pupae. She smiled, lips of chitin folding back over her fangs as the tiny nymphlings stretched their muzzles up to hers. [Hungry, are you?] She fed each of them, not much, but hopefully enough. [Here. Take what your Queen and Mother can give.] Their excited little chitters delighted her as they fed. But when she passed them by, even though they fell silent, she could feel their blank eyes on her, silently asking for more. Too few eggs now, too few nymphs, too few drones, ever since the Battle of Canterlot.

The drones watched her silently. One flew over, her wings buzzing softly.

[O Queen,] she pleaded. [Is there no more?]

[None,] Vespid responded. She could feel the desperate hunger of the nymphs and grief of the nursery keepers through the empathic pool the Hive shared. [It was all I could glean. The ponies now have those lanterns all over the city to disrupt our shapeshifting. Things will become even leaner.] The drone buzzed after her, pleading. Vespid turned on it with a cold snarl. [We must do all we can with what little we can glean!] She walked away, hearing the drone behind her speak.

[O Queen, if we do not gain more food, our nymphs will die.]

I know.

When the city’s shields went down, Hive Vespid had fled back to their lair in the catacombs, drones shielding their Queen while the choking stench of Hive Chrysalis pheromones flooded in, followed by their emitters. Dropping their shapeshifted forms, they’d found themselves forced to fight their way past stampeding ponies while Chrysalis’ swarm darkened the sky, attacking pony and alien Changeling alike. Finally they’d reached the entrances and disappeared into their centuries-old tunnel warrens collapsing the entryways behind them. And when the scent of Chrysalis herself reached the Hive, Vespid remembered little more than her drones and guards swarming her, holding her down to prevent their Queen from flying out and attacking.

[Enemy! Invader! She seeks to take my Hive!]

[No, O Queen! She defeated the Ponies’ Hive Queen, she will kill you!]

It didn’t spare them from the magic blast that ended the Battle of Canterlot, scattering Chrysalis and her super-swarm back across the Wastelands and smashing Vespid’s Changelings against the cavern walls. Between Swarm Chrysalis and pony magic, more than half of Hive Vespid had died that day, weakening the Hive to the point their Queen herself had to go Topside just to get enough nourishment to lay eggs and feed nymphlings. And with those new pony-magic lanterns, and the terror Chrysalis aroused in the ponies?

Discord TAKE you, Chrysalis!

* * *

Ardi was in Tartarus.

He raced frantically from one end of the room to the next, trying to keep up with both little fillies at once. They were balls of energy, dashing across the room from one thing to the next with whoops of laughter. He frantically wondered how she-ponies dealt with their young. Wolf pups would have been easy to handle, but he doubted a show of fangs followed by a stiff shake of their ruffs would do much good here.

No matter how tempting the thought was right now.

“Now, fillies,” he said in Rarity’s voice, trying not to pant, “Remember, young ladies are supposed to be gentle and respectful… OW!” He stumbled on a roll of cloth that Sweetie Belle was wrestling with. She’d declared that she was going to make some nice dresses for her friends. Ardi saw no reason not to let her try. The floor of the Boutique was covered in scraps of cloth from her failed efforts. He was beginning to reconsider the wisdom of this decision. “Sweetie Belle, please be careful – hey!” Another roll fell, converting him into a vaguely Rarity-shaped pile of fabric.

“Don’t worry, big sis!” Ardi heard Sweetie Belle call from outside. “Hey, Apple Bloom, come help me!” He saw a second shadowy figure join the first through the thick purple cloth. Both held something in their hooves, shiny and sharp. “We have to cut the pattern out, anyway!”

“Cut what now?” Ardi got his answer when two massive pairs of dressmakers’ shears came through the cloth, headed for his ears. “Rarity” shrieked and ducked; something tugged at his, er, her mane with a sharp shweng! When he dared to open his eyes again he looked down to see a shamefaced unicorn and earth pony filly before him, both with scissors in hoof. Twin tufts of purple mane sat on the floor before them.

“Sorry, big sis.”

He scowled at the fillies.

“Young ladies!” Ardi took the scissors and set them on top of one of the tables, far out of the reach of tiny hooves. He said, “Scalping your sister is not on the list of things to do tonight!” He bent down low and looked into twin pairs of eyes, one soft green and the other warm orange. “Understood?”

Both fillies looked embarrassed. But Sweetie Belle’s expression changed to one of curiosity as she looked up at him. Ardi stopped, suddenly remembering just when and where she’d gotten such a close look at him before. She tilted her head to one side as she looked at him. “Rarity? You look – funny.”

She’s Rarity’s sister – not just pack-sister, but birth-sister! I can’t let her get suspicious! He kept trying to remember Fluttershy’s interrupted acting lessons on how to pass for Rarity. What would Rarity do?

“You nearly lopped one of my ears off, I’d be surprised if I didn’t look funny,” Ardi snapped. Sweetie looked hurt now. “Rarity” chewed her lower lip and reconsidered. They were just pups after all. And who could recognize him like this? He hugged her, but lightly. “I’m sorry, Sweetie, but maybe you and your friend could calm down a little? Like, right now?” “Rarity” looked from one pony-pup to the next. He thought, what do wolf pups like to do? Play, chase each other, fight their pups’ dominance fights, sleep – they slept sometimes, didn’t they – eat…


“Anywol – anypony hungry?” Almost immediately both fillies smiled at him.

“I’m hungry!” they both chorused.

“Good,” Ardi said, leading the way to the kitchen. He heard their tiny hooves clopping over the wooden floor behind him. Such little ponies, almost bite-sized. No! No thinking like that! Controlling his hunger, he led them to the stove. Fluttershy’s boiling kettle of that meat substitute set atop it. Its odor filled the room, thick and slightly rank even though his suit-dampened sense of smell. He shook himself in disgust. More beans! Still, when in Equestria… He started to enter the room, only to stop when he realized that the sound of hooves no longer followed him. He turned and saw the fillies at the door, looking vaguely repulsed.

“What’s the matter?”

“Umm, big sis,” Sweetie said, “what smells so, uh…”

“So completely disgusting?” Apple Bloom said. She took a deep whiff and mimed gagging. “It kinda smells like that stuff Fluttershy makes for her animals that eat meat.” Ardi was about to say something when she added, “It smells worse ‘n that stuff that one griffin caravan brings ta town when they come here ta show those fancy new movie things.”

That got his attention. “Rarity” stalked over to the little filly and eyed her intently. She looked back at him, a trifle nervous. She lightly scraped the floor with one forehoof. He remembered the strength in her kicks and took a deep, calming breath before he spoke.

“Wait, how often does this caravan come to town?” Apple Bloom grinned nervously as “Rarity” asked, “I’d love to get some of that meat.” Ardi swallowed a mouthful of drool. Meat – real meat!

“Since when did y’all like ta eat meat, Miss Rarity?” The filly rubbed her red mane. “And don’t ya know when it comes ta Ponyville? Ya live here.”

Think fast, wolf! Pony! Whatever!

Ardi looked down at little Apple Bloom. Her name fit. She smelled sweet, like fresh apples. And juicy… No, no, none of that! She was giving “Rarity” an odd look, one equaled by Sweetie Belle beside her.

“Oh! Ahh,” Ardi thought fast, long tail lashing. “I wanted to get it for…” WWRD?

He caught sight of a small dinner bowl on the floor from the corner of one eye. “For my cat! Yes, I thought the poor little kitty deserved some meat. Nice, bloody, dripping meat…” His eyes drifted shut at the thought of a small pile of freshly-killed game before him.

“But, big sis, I thought you said that fish was better for Opal?”

“Well, dear little sister, sometimes you need to mix up what you give your cat, and I think she deserves some meat. She’s been so well-behaved lately,” he said, priding himself on how much he sounded and acted like that spear-head mare Rarity as he went to the cupboard to take some plates out. He wondered, where is that blasted cat, anyway?

Never mind the cat, where’s Fluttershy? When’s she coming back?

Careful not to show his teeth, he gripped the knob with his mouth and pulled the door open. Opal promptly dove down from atop the cupboard and sank all four sets of claws into his rump.

Ardi almost bounced off the ceiling, howling in pain. He looked over his shoulder, eyes blazing. The white cat hissed at him and sank its claws in even deeper. Ardi started chasing his own tail, snarling all the while, “You wretched little assassin, when I get my fangs on you…!”

Opal hissed, spat, and leaped down to run out the door. Ardi almost charged out after it when he caught sight of the fillies out of the corner of one eye. They were staring at “Rarity”, eyes wide and jaws hanging.

Think fast, wolf! Fluttershy, come back!

He quickly thought of something Fluttershy told him earlier about Rarity, a line her friend liked to use in her more embarrassing moments.

“Dears, let us never speak of this again.” Fumbling with the maresuit’s forehooves, he took some plates down and set out the bread bowl Fluttershy brought for him. It was brown and crusty and big enough to hold what he considered a wolf-sized meal to be. Then using his mouth, he took a large spoon from a drawer and filled his bowl with it. The fillies rather warily made their way to the table as he asked them around the spoon handle, “Now, what do you want? Some of this?” He held the spoon out with a turn of his head. The mashed beans dripped slowly from it. The fillies looked disgusted.

“Uh, if it’s okay with you, Miss Rarity, maybe we could make our own dinner?” Apple Bloom said. “I know you said after that one time we tried to help Sweetie Belle with some cooking here that we should never do it again, but, well, maybe just this once?” She looked at the bean paste and shuddered. “We’re really not all that big on soybeans.”

Ardi thought it over and shrugged. WWRD? “Sure. I mean,” the wolf added quickly, “Why of course, darlings. Why wouldn’t I trust my own little sister and her friend to cook up something nice for themselves?”

“Really?” Apple Bloom said. She turned to Sweetie Belle and added, “Wow, Sweetie, your big sis sure calmed down since th’ last time we tried cookin’ here!”

“Yeah,” Sweetie Belle said. Ardi caught the suspicious look the little white marshmallow of a spear-head sent “her” way. She brightened and added, “Is it okay if I make some of my orange juice for you again, big sis? Mom and Dad love it.”

“Eh,” Ardi said, “Yes, I’d love it. I’ll just eat my beans here.” Catching their looks, he added, “Oh, this is health food. I have to watch my figure, after all.” He thought, mares say that, right? Apple Bloom snickered at his words.

“Mah big sis says that half th’ stallions in Ponyville are always watchin’ yore…” Ardi heard no more. Following the best lupine table manners, he plunged his muzzle into the mashed beans and wolfed it down. Then he tore the bread bowl apart, lingering only slightly over the taste, and gulped it down as well. “Rarity” sat back up, enthusiastically licking the salty soybeans from “her” muzzle.

“Good,” he said. “Better than nothing, anyway.” He turned to the little ones. “Okay, do you want help with your food?”

They just stared at him, frozen, eyes engulfing their faces. He looked down and saw that some of the paste had fallen and stained his snowy white chest. He started to lick it off and hesitated. “Oh, I’d better go and clean this up. You’ll be fine without me, won’t you?” The pony-pups nodded, slow and silent, never taking their eyes off of him. He trotted off through the mud room to the bathroom, humming to himself as he closed the door behind him.

I think it’s all going very well indeed, he thought as he wiped himself off with his tongue. The ponies guess who I am? He barked a laugh. Fluttershy had nothing to worry about. I’m better at being a mare than this ‘Rarity’ herself!

* * *

In the Royal Chamber deep beneath Canterlot, at the center of Hive Vespid, the Changeling Queen paced her phosphorescent dais, wings vibrating. Her jagged horn glowed with yellow fire as she levitated book after book, magazine after magazine from the piles around the dais, opening them to the bookmarked sections like Twilight Sparkle on a studying binge.

One of the Hive drones attending her – now only two instead of a dozen – chewed on a scrap from a stack of newspapers. A spark leapt from the Queen’s horn to strike him; he hissed and spat it back out, backing away against the soft fungal glow of the chamber walls.

Books and magazines and pages torn from magazines whirled around her; her horn glowed like a reading lamp, illuminating the print and pictures of Changelings – primarily in the black-and-teal of Swarm Chrysalis, but some in other colors. Including the yellow-and-black of Hive Vespid. She snarled – Do they know of Us? – then bent closer to read the Equestrian titles text.

Amazing Worlds, Changeling Apocalypse, Changelings: the Anthology, The Changeling Threat, the same bit novels and news magazines and pulp magazines Spike had shown Fluttershy. Pages torn from tabloids and pulps, images of vicious Changelings, blood dripping from fangs and palps, hovering over hapless or defiant ponies. Vespid buzzed her wings in disgust. Changelings didn’t need to harm another being when they fed on its emotions. Since they preferred to feed on love, some harvestings could at least be mutually joyful. For some sorts of love anyway, but even when it was the deep and belly-filling warmth of parents and foals, the sharp-tasting delight of some pony artist or crafter creating a masterpiece, or the seemingly endless sweetness of a family, feeding on love didn’t stop the ponies from feeling love. But the ponies either didn’t know or didn’t care. As she read, her anger and fear spilled out into the empathic pool Hive Vespid shared.

She turned to the pile of newspapers her attendant drone had chewed on. Mostly The Canterlot Sun with some of its recent rival Equestria Daily and an occasional Manehatten Times, all keeping her up on current events Topside. Levitating the Canterlot Sun she’d picked up at the newsstand, she started through the headline articles she’d skimmed Topside. The ones headed by the file photo of a certain unicorn mare and the headline ELEMENT OF MAGIC IN CANTERLOT – WHY? Vespid knew about that mare, from newspapers and news magazines after the Day of Discord and Battle of Canterlot – Twilight Sparkle, sister of the stallion who drove Chrysalis from the city and who was mentioned in a side article as “The new Prince Consort of the Crystal Empire.”

Vespid began to read, going through in detail what she’d only skimmed before. And as she did her glowing yellow eyes went wider and wider.

In the nursery chambers, young nymphlings began to chitter in fear as the raw emotions Vespid was dumping into the empathic pool washed across them. Throughout the Hive drones looked at each other in shock, their bodies suddenly emitting terror and rage-filled pheromones in response to what they felt. As one the summons from their Queen went through them all.

[To the Royal Chamber! NOW!]

Vespid didn’t even look to see her Changelings surrounding her as they flew into the chamber, filling the floor around the dais, clinging to the glowing walls. Power burned along her horn like a torch as she read. Frightened for their Queen, frightened for the Hive, but even more frightened for themselves, the lesser Changelings held back. The emotional flow from their Queen went through them. Dread first, then sudden sharp rage mixed with wet cold fear, and then the dread again, growing ever more intense.

[Exclusive: A highly-placed source in the Sun Palace has told our reporters that The Element of Magic’s presence is related to ongoing research on controlling the Changeling Threat revealed at the Royal Wedding.] She read it out to her gathered hive.

[According to our exclusive source, Their Immortal Highnesses and the Element of Magic are developing a magical weapon that will end any and all fears of Changeling infiltration forever.] The paper dropped from the grip of her telekinesis as the full effect of everything she’d read hit home.

[The Ponies know of Us,] she said to the hive. Their shock and horror flowed back, mirroring her own emotions. [Since Our first Queen, We – all the Hives and Swarms – have survived by remaining invisible and unknown, feeding off of the Ponies without inflicting harm. In secrecy lies safety. It is the first thing taught every nymphling before ever going Topside and meeting actual Ponies. But now – thanks to Chrysalis – they know of Us.] She looked around at her Changelings.

[And they mean to kill Us.]

[Queen?] Vespid scowled to see the new guard from before. He looked barely out of his first molt, his carapace almost gleaming as he stepped forward, buzzing. [Did, did they say that they meant to kill Us?]

[What else can it mean?] Every Changeling in the chamber cringed at the surge of fear and rage from their Queen. [Chrysalis – may Discord take her! – attacked Canterlot, attacked Celestia, tried to kill some of the Sun-Princess’s Swarm!] She buzzed her wings in disgust. [Celestia can never forgive such a thing. She will have to destroy a threat to her Swarm and Hive!]

Another young drone chittered, [Maybe she can forgive the loss of a few Ponies?]

Queen Vespid shook her head, her black and gold mane spilling. [To attack the Swarm and Hive is to attack the Queen. Who can forgive the deaths of their nymphlings?] Her horn glowed and another book floated up. No paperback or pulp magazine or tabloid this, but an old and thick tome that opened to page after illuminated bookmarked page.

One illumination showed a stylized Celestia and a smaller midnight-blue alicorn fighting a long skinny horror made of mismatched parts. Below the illumination, a name in Old Equestrian heiroglyphs – DISCORD, whose long-ago Chaos touch had mutated a love-poisoned Alicorn Minor into the first Changeling Queen.

Another showed the same two stylized Alicorns Major defeating a dark unicorn stallion in barding before a crystal city in an arctic wasteland. SOMBRA, announced the calligraphy below.

Still another, Celestia fighting alone against a twisted version of the other Alicorn Major, no longer smaller or midnight-blue. NIGHTMARE MOON.

And still another, a more realistically-drawn Celestia calling down the sun itself to destroy a great dragon king and his seven sons. SYHLEX.

[Celestia has never been slow to destroy a threat to her ponies,] Vespid buzzed, broadcasting her fear and dread to all in the chamber. [She thinks we want to hurt the ponies. The ponies think we want to hurt them. They will destroy us. As we would slay quarry eels or Diamond Dogs who tunneled into our hive.] Vespid’s cold terror filled the chamber in another empathic wave, reflected off the Swarm to return and break over her. She held her head up proudly, her bioluminescent crown glowing almost golden. [We must stop her. Or Our Hive will die.]


* * *

“Uhh, Sweetie Belle, don’t take this th’ wrong way, but did yore sister go crazy or something without tellin’ anypony?”

“She’s not crazy!” Sweetie shot back at Apple Bloom. She looked at the table, covered with crumbs and splattered beans, much as Rarity herself a moment before.

“And why’s she usin’ her hooves like an earth pony instead of doin’ everythin’ with her horn?”

“Maybe she’s sick? Oh, wait, if she is, then maybe we can make her better and get cutie marks in being nurses!” Apple Bloom gave her a wary look.

“Uhh, Sweetie, we tried that once with Pinkie Pie, remember?” The red-maned earth pony looked pained. “It didn’t end so good.”

“Heh! Maybe we’d better not,” Sweetie said. “Say, remember the homework Miss Cheerilee gave the class?” Her friend groaned in response. She rubbed her head. “Umm, what animal were we supposed to write about again?”

“We’re supposed ta write ‘bout wolves,” Apple Bloom said, “Because if we know what they’re like then ‘we won’t be afraid of them any more’. Or somethin’ like that.” She puffed her chest up. “Ah don’t need ta learn nothin’ ‘bout wolves, Ah’m already not scared of ‘em!” She kicked out behind her with her little hooves. “Hee-yah!”

“They scare me,” Sweetie Belle said with a shiver. She started making her orange juice as she spoke. Maybe this time she could actually get it to still be colored orange when she was done. “What about that one that we saw at the clubhouse two days ago? He was gonna eat me.” She shivered anew at the memory. “I have nightmares about it,” she shamefacedly admitted. “Big fangs, grabbing for me with those paws, and those blue eyes like,” she broke off and said, almost wondering, “Like Rarity’s?”

Curious, she went to her saddlebags and began rummaging in them.

“What’re ya lookin’ for?”

“What I said about Rarity’s eyes. I got this book at the school and it talks all about wolves.” She held it out triumphantly towards her friends. Apple Bloom looked at it.

Lupine Legends: Equestrian Wolf Tales?” Apple Bloom looked warily at her friend. “Uhh, Sweetie, maybe this ain’t what Miss Cheerilee meant.”

“Well, what are we gonna do?” Sweetie answered. “By the time I got there, all the other books on wolves and monsters were checked out.” She frowned. “Dee Tee and Spoony got most of them. I don’t know why, they’ll probably have one of their dads’ servants write it up and then brag about it to us later, like they always do. Besides, this has some good stuff in it. Listen!” She flipped the book open to show a picture of a gruesome wolf first hiding itself inside a dead pony’s hide, and then luring innocent and trusting little fillies off to a cave in the woods filled with pony bones.

“Umm,” Apple Bloom said, pointing at the picture, “Why does it still have a wolf tail, even when it’s made up to look like a pony?”

Sweetie looked at the book. “It says here that wolves can make themselves look like a pony they ate, but there’s always going to be a, uh, a ‘distinguishing characteristic’ that shows they’re not really a pony. Like a wolf tail, or wolf fangs, and,” she flipped a few pages ahead, “They can’t really act much like the pony they replaced. And they’ll do things like…” her voice choked off. Her friend looked at her as she forced it out. “Like… eat… meat…”

Both fillies looked at each other wide-eyed, remembering all the events of the past hour or two. Rarity’s dinner, her odd behavior, her sudden inability to use her horn’s magic, her seeming forgetfulness of what they’d done.

And promptly burst out laughing.

“Wow.” Sweetie Belle said, “For a second there I actually almost thought my big sister was a wolf!” She rolled over on her back laughing.

“Yeah,” Apple Bloom said, tears rolling down her cheeks as she laughed. “Ah did too. Rarity th’ pony-wolf!”

“Yeah,” Sweetie giggled, “My big sis got ate by a wolf and now it’s pretending to be her…”

“What was that about wolves?”

Both of the Cutie Mark Crusaders fell silent at once. They turned to look at the doorway.

Rarity stood there, looking at them, her coat once more pristine. Her hooves sounded on the floor as she stepped forward and said with a smile, “Now, what was that again about wolves?”

“Uhh, nothing,” Sweetie Belle said. She blushed a bit under her sister’s gaze. It really did feel silly now. “We just, Miss Cheerilee gave us an assignment to write a report about wolves.”

“Really?” Rarity looked honestly interested now. She tilted her head to the side. “Tell me more.”

“And, uh,” Apple Bloom said. “All the books about wolves got taken out of the school library before we could get to ‘em, and…” She looked past Rarity and her eyes widened. Opal was creeping up on the unsuspecting mare, her eyes agleam with intent, the way she did when she hunted mice. “Miss Rarity, look out!”

“For what –”

Then her voice rose into a most un-ponylike yelp of pain as Opal charged in and sank small, sharp teeth into her left rear fetlock. The cat immediately dashed under the unicorn and for the CMC. Rarity followed, hot on her heels.

“You little vermin!” she snarled, the voice Rarity’s but the words utterly alien. Lips wrinkled back and displaying her teeth, she cried out, “I’ll rip you in half! I’ll bite your tail off and choke you with it! I’ll…” She skidded to a stop at the CMCs, face-to-face with Sweetie Belle. Just like that wolf in the clubhouse two days ago.

Sweetie stared. Apple Bloom stared. Rarity looked at them in confusion and – something like worry?

Think fast, wolf!

“Girls, what’s wrong? I, there’s nothing in my teeth, is there?” Her eyes went wide as though the unicorn realized what she’d said was wrong, and she tried clapping a hoof over her mouth.

Rarity froze as Sweetie reached out with a trembling forehoof and pushed her sister’s lip back. Both fillies looked at her teeth. They were not the flat-topped teeth of a pony. The front teeth were too small, the back teeth like saw blades. And where the gap between the front and back teeth should have been, great gleaming fangs. The teeth of a wolf.

Oh. Scat.

Sweetie and Apple Bloom looked over at the book, still laying open to the illustration, and then back at Rarity. Their eyes somehow grew even wider. Rarity began to stammer out an explanation.

“Girls, listen, it’s not what it looks like…”

He yelped as Apple Bloom bucked “Rarity” in the face while Sweetie Belle galloped for the door.


Day Four: School Project

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Day Four: School Project

The last glow of Celestia’s sun had faded from the sky over the Everfree when Fluttershy glided down to Carousel Boutique, the beginning night chill helping keep her awake. She’d never intended to be gone this long, but between the care her animals needed, Angel Bunny’s efforts at keeping her home – she was really going to have to talk with him about his jealousy – and talking her way out of a escort for “protection against that savage wolf” by two persistent pegasus stallions, Luna’s moon was shining high in the sky over Ponyville before she got away from them all and made her way back across town to help “Rarity” with the fillies.

Touching down behind the Boutique, the yellow pegasus folded her wings and walked up to the back door. Boutique’s still standing and the lights are uncovered.

Opening the door with her mouth, she stepped into the mud room, announcing herself in her usual near-whisper. “Umm… Girls? It’s me.”

Light came through the kitchen doorway and she could hear the voices of a mare and two fillies. The poor little dears; I hope Ardi’s been patient with them, and that nothing’s gone wrong.


“EEEEEEEK!” Fluttershy cringed, almost bolting back outside and taking to the air as two tiny multi-colored streaks galloped out to hit her forelegs and latched on. She had just enough presence of mind to kick the door shut behind her to muffle the screams.


Gasping, she looked down and recognized the two fillies. Which wasn’t easy, given their flattened ears and the way their eyes rolled wildly in equine panic. Their fear-filled shrieks ripped through the mud room. “S-Sweetie Belle! Apple Bloom! What’s the problem?”

”THE WOLF ATE RARITY AND WE’RE NEXT! Help us, Miss Fluttershy!” Apple Bloom clutched at one of Fluttershy’s legs, tugging at her.

“SHE’S DEAD RARITY’S DEAD IT ATE RARITY!” Sweetie Belle sobbed into Fluttershy’s mane. “We gotta run or it’s gonna eat us too!”

A silhouette appeared in the kitchen doorway; both fillies froze.

Fluttershy looked up and saw Ardi, er, “Rarity” standing in the doorway, ears down and head low in what Fluttershy recognized as a lupine apologetic posture.

“Girls, little fillies, it’s not what it looks like!” That voice, so very like the real Rarity’s, made the fillies hesitate and stop yelling. They still eyed “Rarity” with vast suspicion. Fluttershy sighed her relief as “Rarity” began to step towards them, saying, “I – you just thought you saw fangs, and…”

As the white unicorn came forward into the shadow of the mud room, “her” eyes glowed as they caught the kitchen light. Sweetie Belle shrieked and resumed crying.

“AAAAAAAAAH! You bad wolf, you ate my sister!”

“What?” Ardi’s eyes went wide, his voice a properly-indignant Rarity except for the underlying lupine growl instead of an equine snort. “I didn’t eat anywolf’s sister…”

“Oh, girls,” Fluttershy added, trying to hold on to the squirmy fillies with her fetlocks, “It’s not what it looks like, Ardi didn’t eat anypony…”

“Huh?” Apple Bloom gave Fluttershy a shocked look. She pointed her hoof at Ardi. “Miss Fluttershy, how do y’all know its name?”

“I am not an ‘it’!” “Rarity” stomped forward stiff-legged, head and ears down and lip curling back to show those fangs as she directed a furious look at the two fillies. Sweetie Belle kept crying and Apple Bloom gave an angry snort as the mare-suited wolf snapped at them, “I didn’t eat your sister, Fluttershy told me she went out of town for some fancy-schmancy fashion show! And you,” “Rarity” turned on Apple Bloom, “You kicked me in the face the other day when I was begging for help!”

“You tried tah eat us!” Apple Bloom stomped forward, thrusting her hoof at “Rarity’s” face. “She” quickly jerked back and out of reach.

“And you’re wearing my sister’s hide, you nasty Diamond Dog!” Sweetie cried, though she stayed close by Fluttershy.

Diamond Dog!” “Rarity’s” ears flattened anew and her lip began to curl, but at a warning look from Fluttershy, “she” subsided. White pony lips relaxed, hiding the wolf fangs.

“Girls,” Fluttershy said, “Listen, what Ardi said is true. Sweetie, your sister’s okay,” the tiny unicorn looked up at her; Fluttershy wiped away tears with a nuzzle. “She just got called to Manehattan at the last minute.”

“The Spring Fashion Show?” Sweetie said in wondering tones. She smiled. “Rarity told me she was hoping she could show her creations there.” And suddenly, shooting another wary look at Ardi, “But why does he look like my sister?” Before Fluttershy could answer, Apple Bloom marched over right in front of her.

“An’ why didn’t ya tell mah big sis ‘n the rest o’ the posse that ya knew where that nasty wolf was?” She darted a nasty glare at Ardi. “He hurt mah big brother!”

“He was chasing me! After you kicked me! And I got away from that dragon!” Ardi stalked closer with every word. Apple Bloom held her ground and stared “her” in the face. Sweetie Belle just pressed back against Fluttershy. “And he only got stung!” “She” snarled the words right into Apple Bloom’s face. “You ponies love to hunt and kill wolves, and we never do anything to deserve it!”

“Y’all eat ponies ‘n make slaves ‘o them!” Apple Bloom snapped back.

“Oh dear! Ardi, Apple Bloom, please,” Fluttershy said. She tried to get between the angry filly and wolf. Her eyes full of worry, she looked from one to the other and said, “This yelling at each other isn’t being very helpful…” She cringed as Ardi almost howled.

“Eat ponies?!?” Before she could do anything, Ardi leaped and pounced on Apple Bloom, pinning her the way wolves did with small prey animals. ‘Bloom squirmed as he snarled in Rarity’s voice, “Why, you, you ignorant, nasty little pup! Diamond Dogs enslave ponies! Timber wolves eat ponies! I am a WOLF! Son of Fenris, the first Lupus Major! Not some Discorded savage! And it’s been over a thousand years since we did anything like that!”

“Now, Ardi, Apple Bloom, let’s be polite…”

“Yer a monster!”

“Monster?” “Rarity” curled her lips back, displaying a mouthful of lupine fangs. “She” lowered her muzzle towards Apple Bloom’s neck, saying, “I’ll shake you by the ruff until you eat those words, you brat!”

Okay, that’s it.

Fluttershy unleashed her ultimate weapon on both wolf and filly.

Her eyes blazed in The Stare.

“Both of you, KNOCK IT OFF!” Ardi recoiled with a yelp. Apple Bloom shrank against the floor, looking back at the pegasus in sudden fear. “You,” the butter-yellow Pegasus said, turning her burning gaze on “Rarity”, “This is not how we deal with frightened little fillies! I know that wolves sometimes get rough with their pups, but ponies are different! And no matter what, you will not frighten them any more deliberately while I’m here! IS. THAT. CLEAR?” Ardi slowly sank into a belly-to-ground submission posture as she Stared him.

“Yes,” he whimpered, tail curled up between his, er, “her” legs and eyes locked on Fluttershy’s.

“And you two,” Fluttershy said as she turned her Stare onto Apple Bloom and Sweetie Belle “Listen very carefully. His name is Ardi. Not it, and not monster. He didn’t eat Rarity, and he’s never eaten any pony.” She looked from them to Ardi and felt a sudden inspiration. “And he’s about to Pinkie Promise to never hurt you or anypony else in Ponyville. Just like how you’re about to Pinkie Promise to keep this quiet.”

“I’m about to do what now?” Ardi cringed as Fluttershy looked back at “her”.

“Repeat after me, and do as I do,” Fluttershy said, her voice back at its normal volume. “’Cross my heart…” she drew her forehoof across her chest twice, “Hope to fly…” she closed one eye, “Stick a cupcake in my eye.” She touched hoof to eye. “Like that.” Her other eye darted around, half-expecting Pinkie to poke her head out of the bathroom or a cupboard or something.

Ardi rumbled a disgusted growl. Fluttershy just cleared her throat and cocked an eyebrow.

“Okay, I promise not to eat any ponies in Ponyville or anywhere else. Cross my heart, hope to fly, stick a cupcake in – OW!” “Rarity” rubbed “her” eye.

Fluttershy just looked at Sweetie and ‘Bloom. They both sighed.

“We won’t say nothin’ about the wolf to any adult.”

Fluttershy was about to remind them to Pinkie Promise it when hooves pounded on the door.

“Open up in there!” a stallion’s voice came through the door. “Everypony alright? We heard a scream!”

Fluttershy and Ardi exchanged looks, then Ardi went to the door as Fluttershy held onto the fillies. Pulling the door open with his mouth, the ponysuited wolf said in a near-perfect Rarity voice, “Is something wrong, darling?”

The slate-blue stallion in makeshift barding on the other side flinched back, then recovered at the sight of Ponyville’s resident fashionista instead of the expected leaping wolf.

“We – we heard a scream, Miss Rarity. With that wolf still around…”

“Blues Noteworthy! Do not stand in front of me!” The Stalliongrad-accented voice came from a mare at the edge of the light – Lotus from the Spa, wearing a wicked-looking spear in a jousting harness. “Miss Rarity! Is everything alright?”

The spa pony pawed the ground with one forehoof, ready to charge. Behind her Fluttershy could barely make out a light-coated stallion whose sudden sneezing fit identified him as Hayfever.

“But of course, darling,” Ardi purred in Rarity’s voice. “Sweetie Belle and Apple Bloom are staying over tonight, and Fluttershy flew over to check on us. The fillies saw her coming in, thought she was the wolf, and panicked. That’s all.”

The five ponies and two fillies all stood there a moment in silence. Fluttershy pulled the fillies against her, covering them with extended wings, fearing any moment that they’d blurt out something to the posse outside. Just as she was about to start squimpering, Hayfever broke the silence with another sneezing fit.

“Sorry to bother you, Miss Rarity, Miss Fluttershy,” Blues and Lotus chorused in unison, then Blues added “but with this wolf…”

“Quite all right,” “Rarity” said to the three outside, then closed the door. After a moment of ear-pricked listening to make sure the others had left, pegasus and maresuited wolf sagged in relief.

Sweetie gave Ardi a curious look. “But how come he looks like my big sister? And sounds like her? And why is he here, anyway?”

“Oh, that’s because he’s wearing a magical costume your sister was making for next Nightmare Night.” Fluttershy said. The two fillies looked from her to “Rarity”, their gazes somewhere between suspicious and disbelieving.

“Umm,” “Rarity” said, before turning sideways and flipping “her” tail up. “Ta-da?”

“And he’s here because he tried plundering a dragon’s hoard in the Everfree, and it chased him here, and he saw your club house on his way in to town, and when he tried to hide there…”

“I remember,” Sweetie said with a shudder. She walked over to Ardi and said, “You scared me!” She gave him the sternest look she could manage. Which was to say, not much.

“Ahh,” he looked at her, “I’m sorry?” Ardi hesitated, and then lowered his head and gave Sweetie a nuzzle and quick lick. Sweetie hurried back. He snorted, “I’m not tasting you, you know.” Ardi gave Apple Bloom an angry look. “And you kicked me, and bit me, and then your brother and sister chased me!”

“I’m sorry,” Apple Bloom said, and it sounded like she meant it, but then she added, “I thought y’all were gonna eat us!” She looked at Fluttershy. “And how long is he gonna be in that Rarity-suit? An’ hey,” Apple Bloom’s eyes started to go wide, “If he’s gonna be around for a while, can he go snarl at Dee Tee and Spoony an’ scare ‘em real good?”

“He will not be snarling at anypony else,” Fluttershy said with a warning look at “Rarity”. “Will you?”

“She” weakly shook “her” head no.

Fluttershy continued to the two fillies, “I’m hiding him out until Twilight or Rarity come back from their trips. They’ll get him out of the suit and then we’ll sneak him out of Ponyville.”

“He’s gonna take the suit off?” Sweetie Belle walked over to Ardi and gathered up a hooffull of “her” tail. She rubbed it against her face as she said, “Aww, I think he looks better as Rarity than as some scary old wolf.” Ardi scowled at her, ears flattened.

“Wait,” Apple Bloom suddenly said, looking dismayed, “Miss Fluttershy, did ya say that Miss Twilight is out ‘o town? Darn it!” She kicked at the floor, her little hoof clicking against the wood. “We were gonna ask her ta show us some books for that school project on wolves, and…” Her eyes went wide and she grinned broadly. She turned and thrust her hoof at Ardi. “Wait! Y’all are a wolf, you can help us!”

“Help you how?” Ardi demanded in a suspicious tone. “I’m trying to hide in this hide, remember? I don’t need the other ponies figuring out who and what I am.”

“You won’t have to tell anypony who you are,” Sweetie Belle said. She trotted up beside her “sister”, saying, “Just tell us what it’s like to be a wolf, and help us find some books at the library.” She paused and said suspiciously, “You can read, right?”

“Err, of course,” Ardi said, looking very unsure. Fluttershy knew he could, she’d taught him how to read Equestrian on his first visit months ago, but only basic Equestrian, nothing up to library books. And he’d warned her about some taboos wolves had concerning telling their history. Even as she thought that he said, “Just so long as it’s nothing magical or the like.” She barely caught his shiver.

“Yay!” The two fillies chorused, “We’re gonna do great at this essay! We got our own wolf!”

“I think it’s a wonderful idea,” Fluttershy said. She said to the stunned looking Ardi, “That way you can show them you won’t hurt anypony. And,” she leaned close and whispered into “her” ear, “Er, it might be good for them to have a reason to stay quiet. If you help them with their schoolwork, then, well…”

“Fine,” Ardi said as he looked from her to the exuberant fillies. “Rarity’s” ears drooped as “she” said in a markedly unenthusiastic voice, “I’m thrilled.”

* * *

The next day found Ardi trotting across Ponyville with Sweetie Belle and Apple Bloom. He remembered to smile politely, meaning no showing fangs, at every pony who greeted him, and made sure to keep up an equine gait. He could feel the roll in his rump and hips and the sway of that long tail. Apparently he wasn’t the only one to notice, judging by the looks he could actually feel from the stallions he passed. Ardi caught their admiring glances and wondered, okay, now what would Rarity, I mean I, do?

He lifted his, er, her head high and trotted along, putting a little more of a wiggle into it as he followed the fillies past Town Hall and through the main square. Several ponies had carts and stalls set up selling goods and vegetables. He felt some glee to see that the stallions were really watching “her”, now. Better be careful, he thought as he tilted his head back even further, eyes fluttering shut, I don’t want to draw TOO much attention. And even as he thought that, he walked right into a wall wearing a horse collar.

“Mornin’, Miss Rarity.” Ardi felt his blood run cold as he saw it was the massive sorrel stallion from his first day here. Any welts from the bees seemed to have healed. He stood next to a market cart both decorated and filled with apples. Shiny, sweet, wonderful apples. Ardi couldn’t stop himself from licking his lips at the sight. Like any wolf, he preferred, needed, large amounts of meat, but he’d learned to like certain local fruits when he’d stayed with Fluttershy last year. The stallion noticed how “she” looked at them and said, “They’re just two bits a bag, same as ever.”

“Hi, big brother!” Ardi looked down to see Apple Bloom and Sweetie Belle standing beside him. ‘Bloom smiled at him and said, “Ah’m SURE that Miss Rarity would love tah buy some o’ our best apples right before we go over tah th’ library, wouldn’t she?”

“Yeah!” Sweetie Belle said. She grinned at her “sister”, adding, “Just like we can go and buy some sweets at Sugarcube Corner later, right? Like you promised?

Ardi grinned weakly but inwardly cringed to remember that morning’s discussion with the two little blackmailers. After they’d finally gone to bed last night and Fluttershy left, promising to be over sometime later today – apparently it was one of two days of the week when Rarity closed her shop – Ardi finally dropped off in Rarity’s lovely plush bed. After being awakened by that filthy cat’s claws across “her” flank, Ardi went downstairs to find that Sweetie and Apple Bloom were already making a breakfast of eggs, waffles, and juice. Or so they’d told him; if not for that, he would never have guessed what was on the plate. He’d reluctantly wolfed it down and hoped it would stay there. Afterwards they spoke.

“I suppose you two want to go and take are of this library business first?” The little fillies looked dismayed, so he said, “Remember, hunt first, eat at leisure.” They’d looked blankly at him. He slapped one of his hooves to his forehead. “Oh! That’s a wolf saying. It means,” he thought about one of the Equestrian sayings he’d learned from Fluttershy, “’Business before pleasure’?”

“Ohhhh…” The two fillies looked at him, fascinated. “He’s right,” Apple Bloom said, “It’s gonna be a sunny day out. Scootaloo tole us, remember? So if we do the school stuff first, then we can do whatever we want the rest o’ th’ day.”

“Yeah!” Sweetie Belle grinned at Ardi. “Say, can we go by Sugarcube Corner later and get something nice to eat?” To his curious look, she said, “It’s where Pinkie Pie works, they bake cakes and pies and lots of yummy stuff like that.”

“The crazy one?” Ardi said, uneasily, remembering Nightmare Night. “I’m not sure…”

“Rarity always takes us there,” Sweetie said. Ardi missed the sly look she gave Apple Bloom, who returned her grin. “Ponies would get suspicious if they didn’t see you do it.”

And so he’d promised to take the fillies there later, along with their flyer-pony pup friend who’d be waiting for them at the library. She was apparently the flyer he’d seen trying to carry Sweetie out the window that first day. But first they had to get through this square filled with ponies who were still hunting for the wolf standing before them hidden inside a mare’s hide.

Speaking of which, they were staring at her.

“Oh, of course,” “Rarity” said. With paw inside costume hoof, “she” opened the small coin purse hanging around her neck and took out four bits, dropping them before the stallion. “There. One bag for me, the other for these darling little fillies,” Ardi smiled as “she” pulled them both in close and roughly tousled their manes. They gave “her” dirty looks. The stallion handed the bags over to “her”, a rather confused look on his face. Ardi wondered what must be wrong.

Wait, remember. Fluttershy said that her friend is the most popular mare in town. How do mares act around stallions? Oh, I know! I saw the covers of those books Rarity keeps hidden next to her bed!

“Rarity” half closed her eyes and looked at Big Mac from under the lids. He took a step back, his ears flattening and scraping nervously at the street with one hoof, as “she” purred out, “You’ve been such a helpful stallion. Is there anything else I can,” “she” fluttered her eyelids at him, “Do for you?”

The big draft pony stepped back, looking ready to spook and run. “Uhh, eenope.”

“Rarity” glanced around and saw that most of the other male vendors were looking at her with wide eyes, though some were giving the red stallion dirty looks. The mares seemed mostly to have settled on annoyed. Except for a purple one with three flowers on her flank trying to imitate Fluttershy’s Stare. Both fillies had hooves over their mouths, stifling laughter and just winning.

“Uhhh, time to go, big sis,” Sweetie said, tugging on “Rarity’s” leg. “We’ve got all that research to do, remember?”

“Why of course, dear little sister,” Ardi said, dropping the apples into her and Apple Bloom’s saddlebags. He looked back at the stallions. The big one looked ready to die of embarrassment, and the rest looked just plain poleaxed. “Until later, gentlecolts,” the “mare” said in silken tones as she followed the little fillies under the arch onto Library Lane. Ardi trotted along behind the fillies, silent as the passed the fanciest shop he’d ever seen and a huge tree with windows and balconies came into view at the end of the street. As it did “she” whispered to them, “So, how did I do?”


“Was that how your big sister would act?”

“Uhh, yeah, I guess,” the little white spear-head said. “My big sis kinda acts like that, sometimes, when she really wants something from a stallion. Then they get all silly and have these funny looks on their faces and give her whatever she wants.”

“They do, do they?” Ardi grinned slyly. “Hmm, maybe there are some advantages to being a hot to trot spear-head mare.” “She” passed by another stallion, a greenish unicorn with thick glasses, and as “she” did, lightly brought “her” tail up and gently swatted his flanks. He stopped and gazed open-mouthed after “her” as “she” walked past a wooden sign to a door built into the giant tree itself.

Hah! Pony stallions really are dumb. Ardi fought down a laugh at the idea of teaching his pack to dress in pony-suits like this so they could wander wherever they wanted in Equestria. Of course, it’d only last until the Nightmare and the Burning Queen found out. A sudden mental image then, of a cowering spear-head mare, herself, cringing before two incensed giant ponies, one dark as a moonless sky and the other burning hot as a furnace.

“So, you like to pretend to be a mare and deceive our stallions, do you?” One asked, and the other said, “Then, you can be a mare FOREVER!” And a blast of light as their witchcraft tore the mare-hide from him, only to reveal an earth pony mare with Rarity's coat and mane beneath it.

“What? No! I wanted to be a wolf again!” He looked in a nearby mirror and groaned. “This can’t get any worse!” His eyes went wide at the Burning Queen’s next words.

“Oh, and since you like stallions so much, here’s one just for you.” The touch of a wet velvet muzzle against her withers from behind, and a deep and amused sound.



“Uhh, y’all okay, Ar – I mean Miss Rarity?” He looked down to see the two fillies looking at him oddly.

“Oh, just, fine,” Ardi said, forcing a laugh as he opened the tree-door with his mouth. “Now, let’s get your wolf-books.” He followed them in, curious despite his nervousness at entering a place where ponies kept the secrets of their witchcraft. What did ponies write down about his folk?

Inside was one large room hollowed out of the tree itself, its sides covered with shelves filled with books. And a pair of mares with their little pony-pups. One mare was purple like that one back in the square, but with a cluster of berries for a cutie mark. Beside her stood a little filly in almost the exact same colors. And across the room, a wall-eyed flier-pony with an adorable little spear-head filly, both of them with gray coats and blonde manes and tails. His attention focused less on them and more on the little orange-coated flier hurrying up to them from the central table she’d been reading at, her mane and tail both purple. That’s the one who wanted to try wolf-catching me for their ‘cutie marks’. Unconsciously, his lip began to curl back and his ears started to flatten.

“Hi, guys! Hi, Miss Rarity!” She went to her friends and looked up at “Rarity”, smiling broadly. Ardi returned the smile and made sure to keep his fangs hidden as she said, “I got all the books they had left on wolves, but,” she frowned, “It looks like everypony else had the same idea. We’re gonna need a miracle to pass this assignment.” She began walking back to her table and they accompanied her there.

“Oh, I think we might have one,” Sweetie said, nudging her “sister”. “My big sis knows a LOT about wolves.”

“She does?” A new voice there, sounding young and male and somewhat dreamy. “Not that I’m surprised. I’m sure that Rarity has so many hidden depths.” It came from behind Ardi, and “she” turned to look at the speaker.

Short, purple scales, green spines, fangs and claws, slit-pupil green eyes that gazed on “her” adoringly, and a hint of flame escaping that muzzle. Just like several nights ago and that panic-stricken flight through Discord’s Demesne, pursued every pawstep of the way by a…


Ardi would never have guessed that he could climb so fast while unable to properly grip the shelves. In a moment he found himself clinging by “her” hooves to a little cubby by one of the windows, staring down at the tiny scaled horror.

“Big sis!” Sweetie cried, staring up at “Rarity”. The dragon and her friends looked just as shocked as her as she said, “Uhh, big sis, you remember Spike, right? Twilight’s assistant and your friend?” She pointed at the small dragon. Ardi looked to see the other ponies all over the library turning and staring in shock at “her” where she clung.

“Oh-hh, of course, Spike,” Ardi said, wishing that “her” voice sounded more musical and less like a croak. “Of course! I am such a bundle of nerves from, uh, that big nasty wolf we ponies are all so scared of! Oh, Spike, my very appreciated friend, I am so sorry I behaved like that.” There, that oughta convince them. The ponies mostly looked away, shaking their heads and tapping their temples. “Just wait, I’ll be right down.” He crouched and leaped.

“Rarity, be caref—!” The dragon, Spike, stared at “her” in shock as “she” lightly landed on the floor.

“What?” “She” said idly, “It’s just four lengths or so.” Ardi trotted over to the table where the three fillies were watching “her”. “Now then, dears, let’s look at these wolf books, shall we?”

“Uhh, yeah, okay,” Scootaloo, yes, that was the little orange flier’s name, said as she pushed one thick book with wooden covers over. “I guess this one’s the best of them?”

Ardi looked at it and frowned. The cover looked faded, and it showed some white-coated, spear-head stallion in a jousting harness and tall spiked pith helmet standing over a pile of fallen wolves. He slowly worked his way through the glyphs of the title. “Wolves, Timber Wolves, and Diamond Dogs: Cruel Canine Creatures of our Country?”

“Oh, Twilight told me about him and that book,” the little dragon said. Ardi glanced sidelong at him and felt rather uneasy at the way he looked at “her”. “Great Hunter was something like the grandfather of Prince Blueblood,” he looked at Ardi as though expecting a response. Ardi shifted uneasily. The dragon looked confused but said, “He was some big monster-hunter, and he wrote books about all the ones he killed. That’s the one covering all the wolf-monsters.” He might have said more, but Ardi stuck his face down before the little dragon’s.

“Wolves are not monsters, dragon,” “she” snapped, “And you are the last being to be making that kind of remark!” Spike looked hurt, and more, confused. “Rarity” turned to the three fillies and said, “Dears, come along. And leave that nasty book here. I will tell you the true history of wolves.” Head held high, letting the disdain he felt show, Ardi turned and trotted out the door.

“Hmmph! Monster, indeed!”

* * *

Back inside the library, Spike stared after Rarity in utter confusion. The Cutie Mark Crusaders looked at him, confusion and embarrassment filling their faces.

“What, what did I do wrong?” Spike finally managed to say. He clutched at Sweetie Belle’s mane. “Please, tell me what I did wrong! I’ll make it right to her, I swear!”

“Uhh,” Sweetie said, slowly pulling away from him in the direction of the door, “Big sis, um, kinda has a lot to deal with right now? And she’s been sick.”

“Huh? Rarity’s been sick?” Spike looked after her, worried. “With what?”

“Sore throat,” Sweetie Belle said.

“Hoof in mouth,” Apple Bloom said at the exact same moment.

They looked at each other, ears down as they winced in unison.

“Okay, so which is it?” Spike looked at them, crossing his arms over his chest. They both hemmed and hawed. He said, “Yeesh, what’s the matter with you and her? You’re really acting funny.” Neither of them answered, they just turned and hurried out after Rarity. He turned and looked at Scootaloo. “Hey, are your friends okay?”

“Uhh, I guess so,” Scootaloo said, trotting after Apple Bloom and Sweetie Belle. She laughed. “It can’t be anything too serious, Spike. I mean, it’s not like Rarity was replaced by Changelings like in those magazine stories, or something.” And with that she was out the door and gone.

Spike looked after them, scratching his scaly head. “Like she was replaced…” His eyes went wide before he shook his head. He went upstairs. Owlowiscous looked down wisely at him from his perch. It was nice and quiet there as he thought out loud, “Naww, it can’t be. That stuff only happens in those stories. It’d be like Changelings replacing an alicorn, or, er,” he looked over against the wall and saw one of the wedding photos from Shining Armor and Cadence, “Okay, maybe it could be true.” He thought some more and shook his head. “No, because then Sweetie and Apple Bloom would know, and…” Spike thought to how they’d acted, his mind worked faster than ever, and he came to the only logical solution.

“They got Rarity, and Sweetie, and Apple Bloom!”


“Changelings, that’s who!” Spike explained to Owlowiscious. “The real Rarity would never talk to me like that, and she’d never take that jump! She’s so delicate,” he clasped his claws together as he spoke in a dreamy voice, before frowning as he remembered, “Er, except when she tried to beat up those dragons that were gonna pound me. And when she fought Applejack when they were Discorded, and…”

“Whooo.” Spike jumped and nodded at the owl.

“You’re right!” He hurriedly ran to his closet and snatched out clothes best suited to following somepony inconspicuously through Ponyville. “Someone has to save Rarity,” he said as he threw the Inverness cloak around his shoulders, “And Sweetie and Apple Bloom and Scootaloo,” he put a deerstalker hat on, “And hay, all of Ponyville!” He took out the final touch, a magnifying glass. That detective in those stories Twilight read always dressed like this, and he always got the bad ponies. He turned to Owlowiscious. “How do I look?”

“Whoooo,” the owl said, shaking his head.

“Yeah, you’re right,” Spike said. He reached back into the closet and whipped out a small fake mustache that he attached. He looked at himself in the mirror. “Perfect! Nopony will recognize me like this.” Owlowiscious just rolled his eyes behind him. Spike hurried downstairs and headed for the door. Once there, he stopped and turned around to face the two mares and their foals.

“Oh, don’t worry none about me,” he said. “I’m just, uh, somepony you’ve never seen before because I never came to Ponyville before. And please put the books back where you found them when you leave. Even though it’s not my job to make you because I’m not Spike, after all. Heh.” He wheeled and raced out the door. The door slowly swung shut behind him.

Inside, Berry Punch looked at Derpy Hooves and said just one thing.

“When did everypony in this town go crazy?”

Day Four: The Old Stories

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Day Four: The Old Stories

“Wow, you guys weren’t kidding!” Scootaloo said as she lightly pushed “Rarity’s” lip back, exposing carnivore teeth. “She really is a wolf, and…” The little pegasus went silent as a frantic Ardi put his hoof over her mouth.

He looked around the inside of Sugarcube Corner, expecting a pack of enraged ponies to descend upon them. Thankfully the place looked empty, and at his insistence they’d taken a table close to the back and out of line of sight of the front counter. Even so Ardi rose and went to look. The lean stallion and chunky mare working at the front seemed not to have heard anything. Sighing in relief, he returned to the three fillies and the massive sundae they were sharing.

“Ahem, Sweetie Belle? Apple Bloom?” He looked down at the now squirmy little fillies. “What exactly did Fluttershy ask you about me?”

“Uhhh, not ta say nothin’ ta any adults?” Apple Bloom said, rubbing along her mane with one hoof.

“But we didn’t, Ar – I mean big sis,” Sweetie said. She pointed at Scootaloo. The little flier grinned at him through a mouthful of ice cream as Sweetie added, “Scootaloo’s not an adult, she’s a filly like us.”

“Pups,” Ardi caught himself, “Little fillies, that’s not the point. I don’t want the whole town knowing that I’m not, er, you know, who I look like.” He pointed a hoof at his distorted reflection in the silver bowl they were eating from. He shuddered to see warm chocolate dripping down its sides. The poison... “Besides, didn’t you make some special promise like I did not to hurt anypony?”

“Sure we did,” Apple Bloom and Sweetie Belle both said at once. “Cross my heart, hope to fly, stick a cupcake in my eye.” They made all the proper motions as they did. Both of them looked at Scootaloo. The little filly snorted, swallowed her ice cream, and made a Pinkie Promise too. Ardi sighed in relief.

“But don’t forget,” Scootaloo said to Ardi. “You gotta keep it too, because you don’t want to break a Pinkie Promise!” Ardi wondered why the little yellow filly shuddered at those words as the flier-filly added, “Because breaking a promise is the best way to lose a friend!”


When Ardi dropped back down from the ceiling he saw that pony poisoner standing there, looking especially stern. For a moment, anyway. Then she smiled broadly at the fillies.

“So how do you like our triple-chocolate hot fudge giant sundae?” They cheered and waved their spoons. Ardi fought down a wave of nausea just thinking about it. Fluttershy explained it all to him, that he hadn’t really been poisoned back that last Nightmare Night, it was just that her friend Pinkie didn’t know he was a wolf. Or that chocolate was toxic to wolves, just like quince was to ponies. But still, he’d been raised on stories of ponies killing and poisoning wolves. And he’d almost died. Even as he thought about all of that, Pinkie Pie turned to him and said, “Hey, Rarity, are you sure you don’t want anything other than some lemonade and eggs?” She pointed her hoof at the plate sitting before “Rarity” at the table, with a tall drinking glass beside it and a half-finished plate full of scrambled eggs beside it. Pinkie hopped in place excitedly. “We got in some of that fancy chocolate from Prance that you like so much!”

“Oh, um, of course not, dear,” he said. More chocolate? Yuck! “Really, what I have here and what I got for the fillies,” he pointed at them where they ate enthusiastically, “Is entirely enough. Really. I’m quite sure.” He grinned nervously as Pinkie eyed him intently, smiling all the while. Something about this one left him suspicious about how much she knew about him.

“Right-a-rooney!” She said as she turned around and hopped away to help some more customers at the front of the store. Ardi sighed. He supposed he should feel glad that they’d had eggs here, though mostly ponies only used them for cooking. The fillies and Fluttershy warned him that many ponies would think there was something wrong with him, er, “her” just for eating eggs. And if they actually caught her eating meat?

“Ya fiend! Monster!” That palomino with the Stetson and the choppy-maned flier-pony both pulled their little sisters back from “Rarity” where she sat, a lovely bloody piece of meat dripping between her jaws. Little Sweetie Belle squirmed to get away from the pink poisoner. Sweetie frantically shook her head no as they said, “Rarity, you, you carnivorous devil! What were ya gonna do next? Eat fillies?”

“No, no, you have it all wrong!” Ardi finally gulped the meat down and spoke. The looks of disgust on their faces only got worse as he said, “I, it’s not what it looks like! It was only a deer, not a pony!” Before he could say anything else, Sweetie Belle got free from Pinkie and hurried to his side.

“’Sides, you’re all wrong! My sister isn’t some monster!” Sweetie reached up and with a yank, pulled the Rarity-mask from Ardi’s head. He yipped and tried covering his face as she said, “See? He’s a wolf, not a pony, so that makes it okay, right?” A shadow fell over them all. Ardi gulped to feel a sudden wave of heat washing over him.

“No, my dear little ponies,” the Burning Queen said, “This will make it all okay!” Ardi yelped and tried to run, only to be yanked off of his paws and held before a flaming figure of a pony that said, “If he likes to eat meat, then let him eat a barbecue!”

And fire roared down on him, and he howled.

Ardi shook himself free from the fantasy with a shudder. He turned back to the fillies. All three eyed him expectantly.

“So,” Scootaloo said, lowering her voice. “Then you’re really what Sweetie and Apple Bloom say you are?” Ardi flicked his ears in agreement, and then at her confused look remembered to nod pony-style. Scootaloo looked delighted. “Wow, this is so cool! Hey, you are gonna help us with that school project, right?”

“Of course, dear,” Ardi said. He looked at the books they’d already collected where they sat in their saddle bags and sniffed. “Really, those books are so full of lies and mistakes. I wonder if you, I mean if ponies, really know anything about wolves at all.”

“But if it’s in a book in the school library doesn’t it have to be true?” Ardi looked at Sweetie, who winced but persisted with, “I mean, Miss Cheerilee and Miss Twilight wouldn’t ever teach us something they knew was wrong.”

“True to ponies and true to wolves might not be the same thing, dears.” Meaning, we wolves know what really happened. Ardi rose and stretched, feeling vertebrae pop. By the way the fillies stared, that wasn’t something ponies or at least Rarity normally did. Sigh, one more thing for the ‘do not do’ list. “Now then, all done eating?” At their chorused agreement, he said, “Okay, then let’s head for home so I can straighten everything out. And so you three can enlighten other ponies.”

The three fillies seemed to have gathered up their saddlebags and were on their way out the door before he finished speaking. Ardi bit down on a yip of laughter. Pups seemed to be much the same despite different species. He passed by several ponies who were sitting down to eat outside – spear-heads, earth ponies, fliers including that derp-eyed grey one from the library. The little gray spear-head sat beside her as they shared a muffin. They both smiled at “Rarity” in greeting, and he made sure to smile and nod back at them. Privately he wondered when she’d taken that injury and how she’d survived this long.

He stared to see that little dragon from the library tree, dressed in a ridiculous hat and cloak and with a very fake looking mustache, trying to hide behind a copy of the local newspaper. A cupcake studded with gems sat before him along with what looked like one of the sodas the fillies drank. A second long he wondered if the dragon was following him.

He walked out the door with the best pony laugh he could manage. Who in their right mind would try to make themselves look like that when they wanted to be stealthy?

Shaking his head at his own foolishness, he followed the fillies back to the Boutique.

* * *

Certain that he’d gone unnoticed by her, Spike watched Rarity leaving Sugarcube Corner. She followed the Cutie Mark Crusaders – or at least, whatever looked like them – outside. After they left, he took out a small notebook and recorded his observations, speaking them out loud as he wrote them down. That was how they did it in those mystery stories that Twi’s mom wrote.

“At 12:15 PM, suspect appearing as Rarity entered Sugarcube Corner, along with her little sister, Applebloom, and Scootaloo, who I believe is still a pony. They spent an hour eating a triple-chocolate hot fudge giant Sundae, which seems odd given Rarity’s care for her figure. And she does such a good job of it too…” He sighed and drifted off into a reverie for a moment. He shook himself and added, “I observed them, well,” he scratched his head, “I overheard most of what they said, something about research along with complaints about the contents of Ponyville Public Library,” he sniffed at that. Like some Changeling had any business complaining about the books they kept! He added, “And they finished and left. Fortunately I remained unnoticed the entire time.” He closed the notebook and chuckled. “And Twilight criticized my skills at disguise!”

“Hi Spike!” Pinkie Pie hopped up next to him, a tray of pies balanced stop her head. Spike jumped and almost dropped his notebook. It did fall open in his claws, and before he could shut it, Pinkie Pie caught a glimpse of it. “Ooh, you’re keeping an eye on Rarity? Are you playing detective? Hey, can I play too? My shift is over and Mister and Mrs. Cake will be taking the twins to visit their aunt today…”

“Pinkie!” Spike all but snatched the notebook away. “I’m not playing. I think,” he lowered his voice when he saw other ponies giving them curious looks, “I think that something happened to Rarity, and that pony we saw that looks like her might actually be some,” his voice dropped to a faint whisper, “Changeling only pretending to be her.”

“Huh? Rarity, a changeling?” Pinkie tilted her head to the side, looking confused. “No, I think that one’s a different story.” Before Spike could ask what that was supposed to mean, she said, “I don’t think Rarity’s a Changeling, you silly-willy. I saw her with Fluttershy yesterday, and Fluttershy wouldn’t protect a Changeling.” She thought, rubbing her chin. “Then again maybe she would. She is Fluttershy, after all.”

“Pinkie!” Spike sighed and shook his head. When the party pony looked at him, he said, “Look, I just want to be sure, okay? If Rarity did get replaced by a Changeling, then the sooner we figure it out the better. And I don’t want her to know, okay? If she’s still Rarity, then she’d think I was being really dumb, and if she,” he gulped, “If she’s – not Rarity any more, then she might do something really bad. And it might be up to us to save Ponyville. And if she doesn’t know that you and I know, then we have an advantage. Okay?”

“Hey, sure! You can depend on me!” Pinkie hopped away, stopping at the door leading into the kitchen to stick her head back out and say, “I’ll keep everything quiet!”

“Phew, that’s over with.” Spike got up from his chair and looked around. Almost every pony inside, be they mare or stallion, filly or colt, was looking at him in confusion. Well, except for Derpy. It was hard to tell with her.

“Uhhh…” Spike gathered himself up, coughed, and said in the best “grown up” voice he could manage. “Never mind, fellow citizens. Carry on!” He turned and strode out the door. I wonder if anypony suspects who I am?

As soon as he left, Pinkie came bouncing back out from the kitchen with a second order of muffins and tea that she delivered to Derpy and Dinky. The little filly looked at her and said, “Miss Pie, what was that all about? Spike acted funny at the library too.”

“Aww, it’s okay,” Pinkie said, giving the little filly a head rub with one hoof, “Spike’s just playing that Rarity is a Changeling and he’s going to keep an eye on her. Mister and Mrs. Cake play games like that, well, kinda like that, with each other all the time, he’ll be okay!”

* * *

Sometime later, Ardi finally made it back to the Boutique. He entered warily, only to be reassured by Sweetie that Opal would be somewhere outside and not back for hours. There was also a note on the door from Fluttershy, promising to drop by later. With that worry out of the way, the mare-suited wolf went into the kitchen/dining room and sat down at the table. The fillies came in and set their notebooks and books on the table and eyed him expectantly. He looked at them and smiled back.

“Okay, what do you want to know about wolves first?” All three began speaking at once. Ardi held up a hoof and said, “One at a time! I can’t answer everywolf, I mean everypony, all at once!”

“Why do wolves eat ponies?” That came from Scootaloo. Ardi scowled at her.

“Where do you pony-pups keep getting that idea? Wolves haven’t eaten ponies for centuries, maybe longer!” He shook himself, herself? My language really isn’t built for working with a situation like this. “We will one day, well, Fenris will, but that won’t be for a long time. And he’ll only eat two ponies.”

“One day?” Sweetie said, sounding fearful. “What one day?”

“An’ who’s Fenris?” Applebloom said. “Is she somepony like Nightmare Moon or Discord?”

Ardi bit down on a growl. Remember, they don’t know, they’re innocent, don’t blame them for what other ponies did a long time ago.

“No, Father Fenris is NOT like Nightmare Moon or,” he choked on the name, “The Twisting One, that’s Discord,” he explained to them. Ardi cast his mind back to the Old Stories, told in dens on dark winter nights when a puppy Ardi snuggled against his parents or aunts and uncles for warmth. “Father Fenris is a he, and he was the First Wolf, the true Lupus Major. Long, long ago,” he said, warming to the tale, “Back when there was no such a thing as night and day, there was only the endless fire on one paw and the endless ice on the other, and a great whirling pit in between. The fire and ice were pulled into the pit, and it began to spin faster and faster until finally the first living things came out of it – Father Fenris who leapt forth howling with the joy of being alive; the Twisting One, who came forth laughing into a world that was unformed; and Day came from the fire and Night from the ice, the two winged mares…”

“You mean Celestia and Luna?” Scootaloo asked. She quickly added, “That’s not how us pegasi tell it. Rainbow Dash, she told me once how Celestia and Luna are supposed t’ have made everything together with Discord back before he got mean, and…”

“This isn’t the pegasus version, this is the way wolves tell it,” Ardi said. Scootaloo looked ready to say more, so he added, “You wanted to hear this, remember?” Scootaloo frowned but she settled down, her wings ruffling. Ardi cleared his throat and said, “Anyway, there were four, two males and two females, the first pack. They made more of themselves, so that the world became full of ponies, and wolves, and all the monsters that the Twisting One loves. And they tried to settle among themselves who was to lead.

“’I should lead,’ Night said, spreading her beautiful inky wings, ‘Because my Night was all that was before the sun began to burn. I will shine my light on all who hunt or work or play by it, wolf and pony and beast, without favor. And I shall make the Night beautiful, that all may see my majesty.’ And with that she shook her mane, and bits of the ice from it flew up into the sky and became the shining cold sparks we see there to this night. But before she could say more, Father Fenris shook his great shaggy head and said, ‘Not so; for until there was Day, how could there be Night?’ Night looked annoyed, but she nodded and stepped aside.

Then the Twisting One slithered forward, and he said, ‘I should be the ruler here, for I can create whatever I want, and turn anything into any other thing! And my monsters should be allowed to do whatever they wish, as I do. See?’ And with that he snatched up a handful of fire and a handful of ice. He threw them up into the sky and they stayed there, becoming round as balls. And the one became Moon, and the other, Sun. But once more Father Fenris stepped forward, shaking his head as he growled, ‘No, for you did not create everything. You did not create yourself. The pit made all of us, and to it we will all return at the end of all things.’ And the Twisting One tried to complain, but when Father Fenris showed his fangs that gleamed like mountains of ice at him, he fell silent.’”

“An then Celestia stepped up an’ said she ought ta run everythin, ‘cause without the sun nothin’ would live?” Apple Bloom rushed through it all, smiling at Ardi. “Miss Twilight told us once that unicorns in Canterlot kinda tell it like that.” The wolf shook his, er, Rarity’s head and sighed.

“No, pup, not like that. This is the true version, and…” He broke off with a low growl as Apple Bloom broke back in.

“How do ya know it’s the for-real an’ true version?” She scratched her mane with one hoof. “Ah mean, weren’t nopony around back then who’s still here ta tell it ‘ceptin the Princesses and Discord, an’ they never said…”

“They never said because they don’t want anywolf to know,” Ardi growled. He rose up, almost bristling through the maresuit. “Because they don’t want anywolf to know how they cheated us wolves, and…” The pony-pups’ eyes were wide, and from what he could tell of their scents, afraid. He licked his nose and sniffed at the flowery scent covering everything. How does this Rarity ever use her nose for anything, when all she can smell is flowers? He looked back at the three little ponies and made himself relax. And remember, they are pups. They’re not responsible for what happens to wolves. So stop scaring them. “I’m sorry if I frightened you,” he said, the words silkier than usual in Rarity’s musical voice. “Do you want me to finish the story?” They looked at him, and then nodded with a chorus of ‘uh-huhs’. He took a deep breath, made himself think of the story again, and started to speak.

“Then the last of the four stepped forward, Day, the Mare who’d come from the fire, and she spread her shining white wings wide as she said, ‘I should rule, for without me there is neither light nor life. Without me, no one will be there to see sister Night’s work, or for the Twisting One to change. And my ponies have covered the world with their herds. Father Fenris must tell his pups not to hunt by day, for I find them ugly, and it displeases me when they eat my subjects. I must be allowed to rule, or I will never make my sun set.’ And she sat back down while Night and the Twisting One looked unhappy and agreed that she should rule. And she smiled, for she wanted nothing to be in the world but her children, the ponies.

“But Father Fenris came forward one last time, and he said, ‘Not so! The fire was before you; and Night made her stars, and the Twisting One the sun and moon, without any help from you. And if my children did not slay the weak and slow of your own, they would eat up the world with their numbers. You are a part of us and not above us; and if your sun never set, everything that lives would burn and die.’ Day was unhappy to hear this. She flattened her ears, rolled her eyes and snorted, but in the end she gave way.

“So the other three looked at Father Fenris and asked, ‘Then who shall rule?’

“And he said, ‘It shall be so. Night shall rule when the Moon rides high in the sky, and when Her stars race the heavens like wolves on the hunt. Day shall rule when the Sun is risen, and the Twisting One will rule his beasts and changelings. They will make the lives of all difficult, that the strong and cunning may live and keep their folk healthy. And My Wolves shall hunt them all, that none of your children become lazy or weak or so many that they choke the other peoples out.’ Night and Day and the Twisting One hemmed and hawed so long it seemed no decision would be made; but Father Fenris yawned so wide the world could have fallen between his jaws, and when they saw his fangs they agreed with ill grace.

“And that is how the world was made, and divided between wolves and ponies and all others.”

Ardi sat back, eyes half shut and smiling. He heard their pencils scratching over the paper they had as they wrote everything down. He frowned to think that he’d done something many wolves would have been furious at – the Old Stories were meant to be kept alive, not written down and killed – but if it helped his folk, wasn’t it worth it?

Something tugged gently at his, well, “Rarity’s” tail. He looked down to see a wide-eyed Sweetie Belle looking up at him.

“Big sis, I mean Ardi,” she said, sounding curious, “You said that wolves don’t eat ponies anymore. But then you said in your story that Mister Fenris…”

“Father Fenris, little one,” he corrected her.

“…That Father Fenris said wolves were supposed to eat ponies, so there didn’t get to be too many of us. So why did they stop?” Her two friends suddenly gave him very wary looks. Sweetie looked hesitant, and added, “And I really don’t think that Celestia could have acted greedy like that, ever.”

“Yeah,” Scootaloo said, her eyes narrowing in suspicion, “What’s up with that?” Apple Bloom next to her looked almost as wary, scraping at the floor with one forehoof.

“That?” Ardi smiled at them. He walked away from the table and lay on his side on the floor where he felt more comfortable. “That’s another story entirely. Do you want to hear it?” They looked outside at the sunlight. He yipped a short laugh in Rarity’s voice and said, “I promise, it’s quick, and this is the end of it. Then you can go and play.”

That fast the three fillies were sitting on the floor near him. Sweetie looked like she would have lain against him if she dared. All three said only one word: “Okay!”

Ardi opened his mouth to start telling it to them, but at a scratching outside he frowned. He rose on his hind legs and peeked out the window. Nothing showed there but Ponyville across the railway tracks and river, a few ponies out on their business, and a sweet-smelling flower bush right beneath the window. Thorns showed long and sharp on its vines.

Wait. Did that bush shiver without any wind?

“Mister Ardi?”

He dropped and looked back at the fillies. “Sorry, I just thought I heard something. Now where were we?” He cleared his throat and began, “’Long after the make and dividing of the world, the two sisters and the Twisting One began to grow tired of Father Fenris’ limits on what they could do…’”

* * *

Spike hid within the rosebush beneath the window, holding his breath against any chance of an outcry. Lovely pink and crimson flowers budded all around him. He remembered Rarity saying that she’d hired some special earth pony gardeners to make sure they sprouted early, or to kill some weeds, or something. There was some other plant in there with three-lobed bright green leaves that he crouched among. The sun shone directly on him, making him feel warm. The last thing he wanted right now was to warn Rarity, or whoever was pretending to be Rarity, that somepony was on to them. He heard more talking from inside in that voice that was so like-unlike the lovely unicorn’s. It sounded like her, but the words it used were nothing like Rarity’s elegant diction at all. Still, nopony came put after him.

“Phew,” he said softly, wiping one claw across his scaly brow and scratching a small itch. “I gotta be more careful. I can’t let that Changeling figure out that I know, so I can save Rarity.” Spike let his mind drift into an idea of how Rarity would thank him.

“Oh, my little hero! My dragon in shining scales!” Spike nobly accepted the kisses on the cheek Rarity gave him. The shreds of the cocoon she’d been held in still hung from her, and the evil, wicked, nasty Changeling who’d been pretending to be her was laying in the corner, covered in lumps. The rest of Rarity’s friends watched in silent awe of his bravery as the young dragon accepted his reward. “Oh, Spike!” Rarity said, interspersed with more kisses. She fluttered her eyelashes at him before saying in a husky voice, “How can I ever thank you?”

“Well….” Spike said what he could never have dared to say in reality, “We could go on a picnic? And maybe I could have a whole bucket of the best diamonds?”

“But of course, dearest Spikey-Wikey! Provided of course that Twilight agrees?” Unicorn and dragon both looked at Twilight where she stood nearby.

“Oh, of course, Spike!” she said. “In fact, I just got one of those new writing machines, a ‘typewriter’, from Canterlot. And it lets me send messages to Princess Celestia whenever I want, so now I can give you all the free time you so richly deserve for your selfless heroics!”

“Yay!” Spike jumped and whooped. The sun was shining, the grass was soft underclaw, and a spring breeze made everything pleasant. And Spike leaned in to give his maiden fair a kiss just as Pinkie Pie suddenly jumped in between him and Rarity.

“Hey, Spike! How’s the spying on Rarity going?” She held up one hoof and gently pushed him back. “And no offense, but you’re not really my type.”

“Ahh! Pinkie Pie!” Spike did a double take, shocked down to his scales. His heartbeat slowly returned to normal as he sank back into the bush. He remembered to whisper, “What are you doing here? I thought you had to work at Sugarcube Corner.”

“Oh, I got done a little while ago and the Cakes gave me the rest of the day off. First I went to visit Applejack, but she’s still looking for that big bad wolf that scared everypony and said she didn’t have time to play. Then I looked for Rainbow Dash, but she’s helping Applejack. Then I went to check on that movie caravan that’s coming into town but they said it’ll be a day or two before they’re set up and ready for everypony and I wish we had a real movie theater like they have in the big cities but then I guess they’d be rivals with the Cakes and Sweet Apple Acres and that wouldn’t be very good would it? So then I went to visit Fluttershy, but she’s on her way here to visit Rarity, and... hmmph!” The motormouth mare fell silent as Spike put his claw over her muzzle.

“Shhh! I’m hiding, so we gotta be quiet, remember?” Spike looked back up at the window, wondering if False Rarity overheard them. He could hear her talking to the fillies, telling them that crazy fairy tale. Pinkie settled as much as she ever could and listened beside him.

“And so, Night and Day and the Twisting One all decided to deceive Father Fenris. They knew he was strong enough to escape any bonds they laid upon him. They met and schemed.

“‘What can we use?’ Night said. ‘I tried to seal him within the ice of my windigos, but his anger burned so hot he melted a way out.’

“‘And I,’ Day said, ‘told my spear-head ponies to lure him with their illusions, and my earth ponies to dig a pit, and the flier-ponies to bring together all the winds in the world to catch him, but he just shook himself and dug his way out. He and his children eat my ponies without stopping! How will there ever be enough to rule, I mean,’ she said hurriedly when she saw the other two giving her cautious looks, ‘How will my ponies ever make laws, and jails, and armies, and high stone walls, and all the things that civilizations need, if they are not rid of his wolves?’

“‘Well, I at least tried something useful,’ the Twisting One said, picking up some small bugs and making them into the first parasprites just because he was bored. ‘I ordered the Changelings to pretend to be his wolf-brats, but he smelled the truth and growled and clawed the mountains and buried them all. Nothing in this world can catch or hold Fenris.’

“‘So then,’ the three liars said, ‘We must make a bond that is NOT of this world…’”

“That doesn’t sound like something a Changeling would say,” Pinkie broke in, looking oddly thoughtful and shaking her head. Spike scowled at her. Pinkie ignored his dirty look to say, “And why would a Changeling tell stories to the Cutie Mark Crusaders?”

“Pinkie!” Spike sighed and scratched his forehead in consternation. He could hear the soft scratching of his scaly palm over the rougher scales of his head. “Yeesh, she’s just faking, okay? Because she doesn’t want anypony to know. And she’s telling stories like those because, well,” Spike wondered himself. Scratching again and wondering why he itched so much, he said, “Because she wants to confuse them about Celestia. You don’t think Celestia would ever do the stuff that Changeling is accusing her of doing, would you?”

Pinkie listened again, as did Spike. The story seemed to be concluding.

“And so, with the chain they made from the sound of a cat’s footsteps and the roots of mountains, Night’s humility and the Twisting One’s honesty, they bound and held Father Fenris and left him within the Iron Wood. And they mocked him, and told him that now all the world was theirs, and that his wolves would die without him.

“But he just looked at them and growled, and said, ‘All your deceits will be repaid! Twisting One, Night and Day will cast you down and drive your monsters away as they will my wolves; and their children will control the world so utterly that not even the seasons will turn without them! And Night, Day will eventually tire of sharing anything with you. She will exile you and rule everything herself.

“But long from now, Night will return; and the Twisting One will go free again; and when these things that cannot be happen, there will be an end of all that the ponies have made and my children, the wolves, will cast you all down forever! And all shall once more be as it was meant to be!’

“And so we wait, and hope, and remember, because one day soon –!”

“Oh dear, what are you doing hiding in those bushes?”

Spike jumped and yelled while Pinkie turned and gave Fluttershy a smile. The butter-yellow pegasus looked horrified. Heavily laden saddlebags emblazoned with her cutie mark hung over her sides. A sudden and oddly both un-equine and un-Changeling-like yelp came from within the Boutique, joined by three startled cries from the Cutie Mark Crusaders. Spike thought as fast as he could ever remember.

“Oh! Uh, hi, Fluttershy,” Spike said, looking around. Pinkie just hopped over to the pegasus, looking back at him with a smile. The dragon’s gaze fell on the shiny green leaves scattered among the rosebush and he quickly grabbed a handful. Fluttershy eeped for some reason as he said, “I was just, um, checking out something for a paper on botany that Twilight’s going to write.” He rubbed the leaves between his claws. He wondered at how nervous he felt. His palms felt so itchy! “Yep, that’s what rose bush leaves are supposed to feel like.”

“Umm, Spike, I don’t mean to alarm you, but…” Fluttershy gulped. “Those aren’t rose bush leaves. They’re poison ivy. And I think they can go through dragon scales…”

“What?!?” Spike looked around. He was right in the middle of it! It was on his face, his chest, his tail, his claws! At the realization, the heretofore ignorable itching tripled in intensity. “Ahh!” Spike jumped and started scratching wildly. “Pinkie Pie! Why didn’t ya warn me!”

“I figured you must have a good reason for hiding in poison ivy just outside of Rarity’s window,” she said cheerily. “Besides, it’s never bothered me. Aren’t you immune?”

“No!” he yelled, scratching more than ever.

“Ooh,” Pinkie said. She somehow managed to sound both amused and sympathetic as she said, “Wow, you’re gonna be scratching for a week!”

Before she could say anything else, a small scaly purple ball shot out of the flowers, claws working wildly as it tried scratching everything at once, and looking almost like a blur as it raced into town, towards Ponyville Urgent Care. A thin howl followed it across the bridge as it fled.

“Oh, dear!” Fluttershy said. She turned to Pinkie. “Maybe you could make sure he gets to the hospital? I understand they’re using some new soaps made by Zecora that work very well at cleaning the oils out from skin. She gave me some once last year when I really needed them. I, ah, I have to bring these things in to Rarity.” She smiled and showed the saddlebags to her. “By the way, why was Spike hiding here?”

“Oh, sure thing, Fluttershy!” Pinkie said as she bounced off after the unfortunate little dragon. “Oh, and he has this crazy idea that Rarity’s not really Rarity.” Fluttershy felt happy that Pinkie was bouncing away and couldn’t see the look of horror on her face. “Did ya ever hear anything so silly?”

“Yes,” Fluttershy said, her voice feeble, “silly. Rarity not Rarity? Hah-hah.” And as soon as Pinkie bounced off, Fluttershy hurried inside the Boutique, hoping wildly that Ardi wasn’t about to start howling at the moon.

* * *

“It should be in the back, in one of the cabinets.”

Twilight Sparkle must have spent half her young life in the Library Tower. The giant hourglass centerpiece, the unicorn figureheads, the floor-to-ceiling shelves with Spike’s wheeled ladder, the balconied mezzanine facing the two-story window overlooking one of the Outer Castle’s garden courtyards. Now after two years away, she was back amid the musty smell of old and well-read books, accompanied by her old professor.

As the two unicorns passed under the mezzanine and into the stacks, Twilight glanced over the shelves, seeing how many of the books she could still identify. Large and hardbound, with titles in the alliterative style of Old High Equestrian.

Cruel Canine Creatures of our Country…

Epic Tales of the Elements of Harmony…

History of our Divine Diarchy…

Daring Do versus the Changeling Invasion – wait, WHAT?”

The purple mare stopped dead, levitating the paperback book, no, the pulp, from the shelf for a look at the cover. Behind her, Professor Yorsets managed to stop in time to avoid a collision.

The pulp floated in front of them, held in the purple aura of Twilight’s magic – a black-maned golden pegasus mare rescuing not just a cocooned and off-color Celestia, but half a dozen young mares that bore a striking resemblance to her and her friends. Her voice dripping disdain, she said, “What’s this doing here?”

“Oh, that?” Professor Yorsets’ head poked around her to her right; his silver-blue aura pulled the paperback from her purple one. “Latest issue, not bad…”

Twilight shot the silver-bouffonted stallion a dismayed look as he continued in his educated Canterlot voice. “The students keep them here, along with some of the other pulps and bit novels. Gets them into the Library. Hmmm… I’ve seen that cover artist before; he always draws the Princess as pink as Cadence, and the way he emphasizes her flank…”

“Professor!” Twilight gasped in horror, pulled the offending magazine with its Pink Celestia away, shoving it out of sight under a set of Encyclopedia Equestria. “I had no idea this place got so messy; I’ll remove every one of them!” She turned, horn starting to glow like a small purple star…

“Twilight, focus!” The older stallion pulled up beside her. “You’ve been away for two years; this isn’t your library any more. There’s no need to purge it in the name of the Classics. And the newspapers and tabloids have said far worse about the Princess than showing her as a helpless damsel. Which pretty much happened at the Wedding when Chrysalis made her move.”

“But, professor –“ Twilight bit her lip. “Chrysalis was supercharged by the love she consumed from my brother, and the adoration ponies felt for Cadence. And Celestia couldn’t use all her power there, not without wrecking the entire castle and killing hundreds of ponies…”

“And Chrysalis had been preparing and powering up for some time. The Wastelands, remember?”

Twilight fell silent, remembering the morning’s briefing from Royal Guard Intelligence. Secret scouting expeditions to the Wastelands, emptied-out hives filled with dead and drained Changelings – including the husks of Hive Queens, their faded carapaces still showing different colors from Chrysalis’ swarm. The disappearances from all across Equestria in the months preceding the wedding…

“Now, let’s get what we came here for.”

“Right… Right. They should be in back, in the cabinets.” The purple mare shot under deeper into the stacks, the sweater-clad stallion cantering after her to a set of locked cabinets along the rear wall, lit by crystal-lamps.

Twilight peered into the leaded glass set into the hardwood doors, wrinkled up her nose at the faint layer of dust on the thick books inside, the grime on the thick glass. “Here they are – just who is taking care of the Library these days?”

“Prince Blueblood,” Professor Yorsets said as he came up to the cabinet, levitating a brass key from his sweater pocket.

“Blueblood? That Royal SNOB?”

“None other.” The blue-glowing key clicked into the lock; both unicorns’ horns glowed as they pulled the cabinet doors open. “The Princess ‘assigned’ him to the Library after the Gala Incident. I understand she ‘had some words’ with him regarding his conduct at the Gala – something about his treatment of an Element-Bearer and National Heroine.”

Held in Twilight’s aura, half a dozen tomes floated out of the cabinet. Most were old enough to have been bound with engraved and inlaid wooden covers. Professor Yorsets pulled a more recent but just as thick book – Equestrian Encyclopedia of Collected Magical Lore – from Twilight’s magical grasp.

As he opened it to the section on Polymorphics, Twilight stood amid her usual whirlwind of books, checking title after title. “Parallel Planes and Dire Dimensions… No… Applied Polymorphs and Ponies… Possible... Magic and Monsters of the Everfree… No… Wait! Here it is! Perils to Ponies: Perusing Altered Appearances, Volumes One through Three!” Flipping open Volume One, she looked inside.

“Is that it?”

She winced to see that old woodcut that she understood so well now, of something fanged and hairless transforming itself into a pony. The next page bore art of a wolf wearing a pony hide to lure innocent fillies to their doom. Twilight snorted at that. “Yes, it is. I do wish the author made some effort to separate fairy tales about wolves from actual threats.” Twilight closed it and sighed. “Some ponies in Ponyville still think that wolves can make themselves look like ponies. Like they were Changelings. I tried telling them, but…”

She set the books inside her saddlebags, the first two volumes on the left and the third on the right; Professor Yorsets floated Applied Polymorphs beside it, balancing her out, then turned to reshelve the others and relock the cabinet.

Twilight thought she heard a sound from above; her ears flicked up, straining to hear it again. Nothing, just the distant roar of the waterfalls and the clack of the cabinet locks.

The older stallion joined her. “Ready?”

“Yes. I am kind of surprised by all this, though. Polymorphics are temporary by nature…”

“But ‘temporary’ can still be a long time, especially if cast on an inanimate object. You remember?”

Twilight nodded, flicked her tail, and began reciting. “A polymorphed object ‘remembers’ its original form, and is always being pulled back to that form. The stronger the pull and the more extreme the polymorph, the shorter the duration. Living things have a stronger pull than inanimate objects, and living beings like ponies the strongest of all. That’s the key to Truesight and the Changeling-detection lamps.”

“And the key to our dealing with the Changeling threat. Changelings are living polymorphs, and should have the same limitations and weaknesses.”

The two passed out of the stacks and out from under the balcony. As they did a sudden wave of curiosity hit. “Professor? Is there anything to the stories about Princess Celestia polymorphing other beings into ponies? Whenever I’d ask her about them, she’d just get evasive about the whole subject.”

“Nothing definite,” the stallion replied. “Just old mare’s tales dating back to the First Coming of Nightmare Moon. Though there was one account – unconfirmed, mind you – of a burglar around a century ago who disguised himself under an illusion of the Princess to sneak into the Royal Treasury. According to the tale, the Princess caught him personally and decided that since he liked looking like a mare so much, she’d make it easy for him – and morphed him into one. Permanently.”

“Ouch,” Twilight said. She stopped at the doors. She had to hear this. “What happened to him, er, her?”

“Nopony knows. As I said, it was an old mare’s tale. It did surface in the tabloids a few years ago, in some sort of expose of the ancestry of a mare in the news back then:

“And so She

Who had been He

Begat the Pedigree

Of Fleur de Lis.”

“Fleur de Lis?” Twilight looked at her old professor like he’d turned into a Changeling. “The unicorn model? White coat, pink mane, tall as Princess Luna and just as slender, three stylized lilies for a Cutie Mark?”

“That’s the one. I wouldn’t have thought you knew her; you were living here in the stacks at the time.”

“I didn’t. My friend Rarity did. I met her when I was in Canterlot on my last birthday.” During Rarity’s slick performance attending both the Canterlot Garden Party and Twilight’s birthday party at the same time. “According to Rarity, she’d married into some minor nobility and became a lead mare in the Canterlot Smart Set.”

“And the pulps took it even further – stories about the polymorphed ancestor, with the polymorph wearing off at the worst possible moment.”

“Worst possible…” Then Twilight froze, her eyes going wide and face blushing like Fluttershy’s as she realized what he meant.

“Come on, Twilight. Nexus is waiting in the Starswirl Wing; let’s return before I corrupt you any further.”

After the doors closed and the library went silent for a few moments, a white-coated and golden-maned unicorn stallion in imported white silk slipped out from the mezzanine stacks, levitating a thick tome. With a strain of effort, His Mortal Highness Prince Blueblood re-shelved the genealogy that traced his descent from Princess Platinum. Then easing over to the balustrade, he studied the main floor below for sign of any other ponies. Nothing.

Dealing with the Changeling threat… That explained all the activity of the past few days – Aunt Celestia’s student recalled to Canterlot, the business with Archmage Nexus… So, there ARE Changelings in Canterlot! Golden-shod hooves beat a tattoo on the marble floor as their Royal owner quivered with excitement. And Aunty is going to deal with them all! Vile, hateful creatures, they chased me for furlongs – no, leagues – through the Palace! Blueblood shuddered at the memory of fleeing down corridor after corridor, the buzzing drone of Changelings drowning out that of Epona’s Tears as they chased him before Cousin Cadence and that muscle-bound commoner husband of hers – Ugh, what does she SEE in him? – saved him and Aunt Celestia and everypony else with that magic blast.

He looked down at the newspapers spread across the reading desks and sniffed. They all bore headlines accusing Aunty of “doing nothing” while reports of Changelings came in from all over Equestria. He’d wanted to do something to show Aunt Celestia that he – 52nd generation of the old Unicornian Royal Line by direct descent – was every bit as useful as those Elements of Harmony. Now he had a chance – he knew something that practically no pony outside the Sun Palace knew.


Humming to himself, Blueblood left the Library Tower.

Day Five: Sweetie and the Wolf

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Day Five: Sweetie and the Wolf

The sound of a pup’s whimpering jolted Ardi awake.

He looked around in the dark. Wait, this place doesn’t smell right. This isn’t my den! He licked his nosepad and winced at the sweet, flowery taste. The heck?

Then as the whimpering from the next room, Sweetie’s bedroom, became clear to him, he remembered. He was hiding in Ponyville from an angry dragon and furious ponies, and he’d managed to get stuck inside of a pony costume that made him look like a spear-head pony. A spear-head mare, at that, and the loveliest one in town. His friend Fluttershy was helping him hide out until her friend – the Burning Queen’s apprentice! – returned to help him escape. Not for the first time Ardi wondered why Fluttershy thought somepony trusted by one of the ponies’ demon queens would help a wolf.

Even as he thought about that, he rose from the bed and headed out of the room and to the door of Sweetie’s room. Her weeping came from behind it, the tears of a pup terrified by something from their dreams. Ardi felt some surprise to realize that wolf and pony pups both sounded so alike when they were afraid.

He raised his paw, er, hoof to push the door open and hesitated. Were he among wolves, he’d know what to do. He’d return to sleep until he was needed, for hunting or pupsitting or whatever duty his pack needed, and let the pup cry itself to sleep. Coddling the weak was frowned on in pack society. The sooner a pup learned that nightmares were nothing when compared to the sort of things that could happen to you when you were awake, the better. Ardi could remember, more than once, whimpering for his sire and dam as a pup after being frightened out of dreams about the Burning Queen and Nightmare Moon coming to eat him. And every time, they and the rest of the pack ignored him.

But did ponies do that?

“Big sis?” Sweetie wept beyond the door. “Big sis, don’t let Fenris eat me…”

That decided him. Ardi walked inside the room and went straight to her canopied bed. He’d told Sweetie those tales, and now she was weeping from fear of them. He’d made this happen.

“Sweetie? Little one?” Ardi reached across the mattress and lightly touched the little unicorn. She jerked awake. Her eyes opened wide. She pushed away something that looked like a stuffed fish with a pony’s head as she crawled over to Ardi across the bed. He heard the silk covers slipping against each other as she moved.

“Big sis?” She touched him on his current sleek white muzzle. “No, wait, you’re the wolf.” She sounded upset as she said, “I’m sorry if I woke you up. I,” She gulped and shivered, “I had a nightmare.” Then, hesitantly, “Can y-you stay with me? Rarity usually does when I have a bad dream.”

“I…” Ardi wondered if this was right. He sat down on the bed and gingerly patted her along her neck. “Well, what was the nightmare about?”

“I dreamed that Fenris was gonna come and eat me because of what you said ponies did to wolves.”

“What?” Oh, scat. Ardi cleared his throat and cuddled her, but only for a moment. Comforting was one thing, coddling quite another. And wasn’t she a pony, after all? Didn’t she deserve some misery? He smelled her pup’s scent, sweet and warm and innocent. Her wide eyes pleaded at him. Ardi sighed and shook himself as he hugged her close. Pony or not, I can’t just walk away now. “No, no,” he said as he held her, “I’m sure Fenris won’t hurt you. He probably won’t even get free for a long time.”

“B-but you said he was gonna go free after Princess Luna came back an’ Discord got free again?” Sweetie sounded somewhere between curious and frightened. “An’ those both happened.” She shuddered. “I remember about Discord, I fought with my friends right under his statue, an’ he got free right after that… Rarity an’ Miss Dash and Applejack had to hide us for a month after that, ‘cause ponies were mad at us for letting him go…”

“Oh, what foolishness is this?” Ardi picked Sweetie up and held her before him to look her in the eyes. “Listen, pup, er, pony. The Twisting One is a wicked liar, a monster. You had nothing to do with letting him go, and anywolf who thinks differently is a fool. Understood?” He set her back down. Sweetie pressed up against his side as he said, trying to sound as fierce as he could in Rarity’s voice, “And Fenris won’t hurt nice ponies like you. I won’t let him.”

Such valiant words. He mentally yipped laughter at himself. One would think you actually meant them.

She gazed up at him and smiled. Ardi felt an odd warmth.

“Okay, I guess,” Sweetie said, nodding. He smiled and nuzzled her, inhaling the sweet scent of her mane. Almost delicious… No, none of that. “You really do sound like Rarity now.” Ardi snorted in disgust, but he gave her one more nuzzle and set the covers back over her. Sweetie reached for her fish-tailed pony doll and said, “Can you please stay here? Sometimes Rarity lets me sleep with her when I get scared. But don’t tell Scootaloo,” Sweetie quickly added, putting her hoof on his mouth, “She’d probably make fun of me. She never gets scared of anything. Well, maybe ghost stories…”

“Umm,” Sweetie gave him the saddest eyes imaginable. Ardi winced. Nopony should be able to look that pitiful. He said, “Okay, I’ll sleep here. On the floor.” At least there’s a carpet. He walked over to it, circled once or twice, and laid down. He yawned widely, tongue lolling and most un-equine fangs gleaming. Sweetie giggled behind him at the sight. Ardi darted her a mock-serious look. “Oh, so you want to laugh at your big sister, do you?” He pretended to turn back away, and then swirled and leaped on her. Sweetie’s startled whinny turned into laughter when he started tickling her. “You think I’m funny, do you?” This is just like being with my pack, with the little pups. Ardi mock-growled, “I won’t stop until you stop laughing, little sis!”

“A-hahaha! Oh, stop! Please!” Sweetie swatted him on the nose. “You’re a silly Diamond Dog!”

What?” His words were so cold then that Sweetie’s laughter died immediately. He just looked at her, under his jaws, like a rabbit or a squirrel. Sweetie looked back at him, confused.

“Ardi? Mister Wolf?” She suddenly squeaked when he lowered his muzzle and gripped a mouthful of her mane. His ears lay flat and his blue eyes showed cold as Nightmare Moon’s in that moment. Sweetie’s flowery scent suddenly turned sour with fear. She squirmed wildly, pleading as she did. “No! Please don’t eat me!”

“Never call me that again.” Ardi growled at her in a voice thickened by fury. He forced down a sudden impulse that told him to bite holes in her ears. He gave her a shake. A gentle one by wolf standards, but judging by the way she shivered, it was more than Sweetie cared for. He spoke as clearly as he could while keeping firm hold on her mane, but still seemed to be chopping the words off as he spoke them. “Never. Call. Me. A Diamond Dog. Again!

He kept his grip a moment longer and then spat her mane out. It hung limp and draggled, soaked with wolf slobber. Sweetie gave him a look that mingled confusion and terror. She shook like she thought he was about to eat her. Ardi felt his anger retreating before it, wondered why now he felt remorse. After what she called me? If she were a wolf, she’d barely notice that.

But she’s not a wolf, is she?

He dropped back and stepped away from her bed. He opened his mouth to apologize.

“Sweetie, I…” She just stared at him in fear, but he thought he saw some curiosity peeking through. He turned away, his or rather ‘Rarity’s’ tail hanging limp behind him. He wondered if that cat was outside and waiting for another chance at attacking him. If so, maybe he deserved it right now. He headed for the door, saying, “I’ll leave you alone from now on. And I, I promise I won’t hurt or scare you again.” He was almost at the door before she spoke up behind him in a voice soft and still as falling leaves.

“What did I do wrong?”

He looked back at her. Sweetie huddled in the middle of her bed, watching him warily. The utter terror on her face was gone, replaced now by curiosity and hurt. But not for her own scare. Ardi felt a wave of disbelief going through him to realize that she felt sorry for hurting him. He wondered if he should just leave. Then with a sigh he turned and faced her, not moving any closer.

‘Sweetie, you…” How to explain it to one not of his own folk? Best to be blunt. “Sweetie, you called me a Diamond Dog.” The words tasted like dung on his tongue. She looked back at him, curiosity filling her bright eyes.

“But aren’t wolves kind of like Diamond Dogs?”

“No we are not…” Ardi started forward with a snarl. Sweetie cringed back, clutching her little fish-tailed doll to her. The wolf took a deep breath. “Sweetie, we Wolves are hunters, we live under the open sky.” When we’re not hiding from flier or spear-head ponies, a voice inside snapped at him. He tried to ignore it. “We’re untainted by the Twisting One, by Discord’s touch. And we don’t like being reminded that we share anything in common with,” he shook himself, growling in disgust, “Diamond Dogs.” She just looked at him. Hoping that everything was explained, Ardi turned and headed for the door one again.

“But why?” Sweetie asked to his back. “What did Discord do to Diamond Dogs?” Ardi slumped, tail and ears drooping. Remember, he told himself as he turned and walked over by the bed, you asked these questions once too.

“Sweetie, do you remember the stories I told you and your friends before? About how the Twisting One changed animals from what they once were to make monsters, not to keep ponies and wolves and other people strong, but just to torment them?” When Sweetie nodded at him, he very carefully laid down on the edge of the bed, making sure to give her plenty of room. “That’s how he made Diamond Dogs, so long ago. They were Wolves, once. A pack of wolves who wanted to try and live like ponies, with walls and roofs of stone to protect themselves against their enemies, instead of their own strength and speed and cunning. They didn’t know how to make those things themselves, so they caught ponies and kept them for slaves. And they tore at the body of the earth and ripped out the gems growing in the earth, to pile up for treasure.”

“Like some of them tried to do with my big sis?” Sweetie said to the confused looking wolf, “Diamond Dogs in the old quarries outside of town caught Rarity and tried to make her find diamonds for them. Spike got her friends to help save her, but by the time they got there she was able to make the Diamond Dogs let her go.” Ardi let out a low bark of surprise. Sweetie smiled and said, “Sometimes she still sees them there when she goes looking for more gems, but she says they run away when they see her.”

“Your sister is brave and clever,” Ardi told her, thinking, lucky too, that they just didn’t bite out her throat and have dinner. I can see things to respect in you, real-Rarity. “Anyway, these wolves were betraying everything about us. We’re not supposed to live in buildings or make slaves of other beings.” Sweetie opened her mouth to say something. Ardi gently touched his paw, er, hoof to her mouth. “Yes, I know what I’m doing here, but this is only temporary. And I didn’t make any of this. But getting back to the story. These wolves got greedier and nastier. They begged Fenris to give them more slaves and more wealth. Fenris went and told them that he’d given them everything he gave other wolves and it was enough for them.” Ardi fell silent, scowling as he remembered the rest of the story.

“So they went to the Twisting One – this was when he ruled Equestria, so you could find him if you looked long enough – and begged him for help. Begged the Twisting One!” Ardi snarled the last few words out. “And he answered them, the lazy thieves! He touched them with his Chaos power, made them into nasty dirty mongrels – twisted savages that scratched in the dirt, were too cowardly to live in the open clean air again. Now all they do is pile up their worthless gems and hide from everywolf.” Ardi sniffed. “So that is why no Wolf wants to be called a Diamond Dog, and no wise Wolf will ever trust the beings that tricked Father Fenris.” Sweetie looked at him with wide eyes. He nuzzled her forehead and turned to go back to the carpet. But as he did she spoke behind him again.

“Would Fenris be happy if he knew how my big sis and her friends, umm,” Ardi turned to see her little brow furrowing as she hunted for the right word, “Pet-tree-fied him again, when he got out? Even if he tried to make her mean?”

“Your sister and her friends beat the Twist – I mean, beat Discord?” Ardi bit his tongue to stop from laughing. He hugged her close. And ponies wonder why we think they’re all braggarts. “I’m sure she did, dear.”

“She did!” Sweetie gave him an indignant look. He grinned back at her. Now it was Sweetie’s turn for her scent to reek of anger. Little sparks of light came off of her horn, tingling him where they touched the Rarity-suit, as she said, “My sis and her friends stopped Discord and made Equestria normal again, just like they cured Nightmare Moon and made her back into Princess Luna! An’ they saved everypony when that nasty bug-pony Queen Chriss-whatever tried to conquer Canterlot.”

“Really?” Ardi said, tilting his head to the side. “Fluttershy never mentioned any of this.”

“Miss Fluttershy doesn’t like to brag,” Sweetie said back to him. Looking a trifle shamefaced, she added, “And maybe Miss Twilight’s big brother and his fiancé helped with the bug-ponies. But my big sis did do all of those other things! She’s brave and wonderful, just like Wavedancer!” Sweetie held up her little doll. Ardi now noticed that its mane did look a little like the suit’s. His disbelief must have shown on his face. Sweetie pointed at the wall where a vellum scroll hung in an ornate frame. “See, right there’s the proof. Princess Celestia gave it to her.”

Ardi rolled his eyes but he obediently went to the wall and stared at the paper. The light in the room was more than bright enough for him to read it, even if he had to struggle with some of the more complex words.

Be it known to all reading these words that Rarity Belle of Ponyville, unicorn of Equestria, Bearer of the Element of Generosity, is proclaimed both Titular Countess of Lipizzan and a Hero of the Realm and to be treated with all due and appropriate respect and honor…

As Ardi read further, he felt his ears flattening in dread as he read on, especially at the last words.

…and any insult or injury done to her or her family shall be regarded the same as one done to Us.

Their Immortal Highnesses,

Celestia Solaria Invicta

Luna Selena Nocturne

Alicorns Major of Sun and Moon

Princesses of Equestria.

The Burning Queen, Ardi thought, wishing that the contents of his stomach would stop acting like they wanted to suddenly escape by one end or the other of his digestive tract. And Nightmare Moon. Rarity is under their protection. And I’m WEARING what looks like her hide.

“So.” Ardi said, stepping back from the wall. He suddenly wished that he could whip the Rarity-suit off and flee into the night. He looked back at Sweetie, who smiled triumphantly. He grinned weakly at her. “Your big sis really is as wonderful as you say, isn’t she?”

“Yeah, and you look like her, so everypony who knows that is going to treat you like her!”

Ardi shuddered at the thought of what that could mean. Of all the mares I could have disguised myself as, why did I pick a national hero? Trying to think of anything other than the now increased likelihood that he’d come to a horrible end – and while disguised as a mare, no less – Ardi went over to lay down beside Sweetie. She pressed against him as affectionately as I he were her sister. He laid a foreleg over her and hugged the little spear-head close. Right about then he felt like he needed some support.

His gaze fell on her doll, a brightly colored thing with a fishlike tail, save that it went up and down rather than side to side. “What’s that?”

“Huh? She’s Wavedancer the Hip… Hip… Hip-po-cam-pus.” His confusion must have been obvious in the look he gave Sweetie, for the little filly said, “Don’t you know who Wavedancer is? She’s the bravest of the Sea Ponies, she saved Prince Conch from Squirk when he tried to,” She furrowed her brows in concentration, “To you-surp his father’s kingdom, she taught the other Sea Ponies how to sing the whale songs, she’s the prettiest and bravest Sea Pony ever! Rarity told me all about her, all the stories, all the songs.” She looked thoughtful, and then said, “Would you like to hear some of the stories about her? Maybe I can sing the songs for you? You told me all about wolves, and Rarity always says you should be generous with other ponies. And wolves too, I guess.”

“Oh, you don’t owe me anything, pup,” Ardi snorted. Sweetie began to give him Those Eyes again, and he hurriedly said, “But if you want to then please tell me about her.” Sweetie looked delighted. Ardi got up on the bed and curled up around her like he would have when pupsitting with his pack. With luck, he thought, he’d hear some nice and quiet little lullaby and they could both drop off and get some sleep.

Sweetie frowned, concentrated, took in a breath so deep he wondered she didn’t swell out like a frog, and immediately began singing at the top of her little lungs:







It went on for several minutes. Somehow the maresuited wolf forced his ears to stay upright. When it ended, Sweetie looked at him and asked in a voice that all but bubbled with joy, “Did you like it?”

“Dear, I loved it,” Ardi said happily. He wondered just when he’d started to become such a good liar. Hopefully that was the end of it. Sweetie all but bounced on the bed for joy.

“Yay!” Her next words sent a chill along his spine. “I know all the rest of the Wavedancer songs too!” And as she began to belt them all out, one after another, in a volume that would have sent dragons fleeing their dens, Ardi just lowered his head and reminded himself that he could sleep in the morning.

* * *

“Jacky, ya really still think that wolf is hidin’ in Ponyville?” Dash ruffled her wings in annoyance as Celestia’s sun drove Luna’s stars from the sky. The early chill didn’t bother her much, a Pegasus could take much worse than this without really feeling it, but right then she still vastly wanted to go back to bed for an hour before her shift with the Ponyville Weather Patrol started. Dash flew over Applejack, the earth pony looking around attentively as they circled the West Pasture well north of the clock tower. “I mean, it’s been three or four days now, ya know?”

“Ah know,” Applejack said, looking at the grass-covered pasture for any signs of wolf tracks. “But Ah still think he’s ‘round here somewheres. You had the whole weather patrol out, an’ mah posse was watchin’ the ways into the Everfree and Whitetail Woods, an’ none of us saw him leave.” She bent to look closer at a track and recognized it as one of Spike’s clawmarks. AJ snorted and stomped on it in frustration. “Doggone it! Where did that varmint get ta? It ain’t like anypony is hidin’ him.” She frowned and thought, are they? She shook her head at the thought and trotted along towards the edge of the Everfree. “C’mon, Dash. We just got a little longer ta go, an’ then you can get back ta your beauty sleep.”

“Gee, thanks,” Dash muttered as she flew along after the palomino pony. Rolling over, she looked at the sky, pale purple in the west and crimson in the east, then the orange glare of the sun clearing the eastern mountains, the wind blowing the last of the night chill through her mane and feathers. No sounds could be heard beyond Applejack’s hooves crunching over dirt and grass, and the slow beat of Dash’s wings. “Say, Jackie, how are most of the ‘posse’ doing? I’ve seen less and less ponies coming out for it.”

“Ah know,” Applejack repeated in a grumble. “’Least that Lotus is still willin’ ta help. Got to admit, I never thought that she or her sis were much more’n a couple of wanna-be Rarities, but Lotus has really been eager ‘bout all this.” Pride rang through Applejack’s voice when she said that. Dash dropped behind her to cover her sudden wince at the mention of the blue earth pony mare.

“Yeah,” Dash said, not bothering to hide her unease, “Maybe she’s a bit too eager, if you ask me. And where did she get that hunting spear and harness from, anyw – What the hay!” She flew up into the air and circled, diving down to settle beside Applejack. “That’s not what it looks like, is it?”

“’Fraid it is,” Applejack said, looking like she was swallowing a lump in her throat. The two ponies circled around what lay on the ground before them. A scorch mark, almost as big across as a typical Ponyville house and as long as the Riches’ mansion. The grass was burned off, the dirt beneath charred and almost fused. A few rocks still studded the area inside that burn. Applejack experimentally stepped on one. It crumbled under her hoof.

“Dash,” Applejack said, wishing her voice sounded steadier, “Fly up again, okay? An’ let me know if there’s anything else around.” When she didn’t get an answer, AJ looked and saw that Dash was already circling her way up – twenty lengths, thirty, forty, until the blue Pegasus looked like a toy. Then she stopped, hovered for a moment looking down at the ground, then folded her wings and dove for Applejack. The palomino got out of the way just in time as Dash pulled off one of her rocky landings, almost faceplanting into the dirt.

“There’s more,” she said, grim now. “The dragon that left that,” she pointed at the burn, “Wrote some words in the dirt.”

“Wild dragons can do that?” Applejack asked, wondering. She shook her head. “Never mind. What’s he got ta say?”

Dash just pointed over to the far side of the small rise. Applejack galloped over and saw the words there, carved into one of the large flat rocks dotting the pastureland. She felt glad that dragon used that instead of a house or worse, her barn, to leave his message.






Applejack checked the marks. They weren’t just scratched into the stone’s surface, they’d been dug into it like somepony idly whittling soft wood with a knife. That is, if they’d used a knife the size of a pony’s foreleg. She shuddered as she stepped back.

“C’mon, Jackie, we gotta warn everypony!” Dash spread her wings, crouched for takeoff. Frantic, Applejack got in front of her.

“No, Dash, don’t! What’re we gonna do, tell everypony that a dragon’s gonna flatten Ponyville ‘less we hand that wolf over?”

“Well,” Dash rubbed her chin before saying, “Yeah! We can’t hide this, Jackie, we’re in real trouble now!” For a moment both ponies stared at the twisted mass of the Everfree, dark as Nightmare Moon despite the morning sun, then Dash looked off towards Canterlot, a white speck against the horizon mountains. “I wish we had Twilight around right now. Not that I can’t handle some dragon, y’know, but,” she looked almost worried, “But she’s usually got some real great plan for stuff like this.”

”Well, she ain’t here,” Applejack said, “But we are, an’ I don’t want ta panic all Ponyville! You got any idea o’ how most ponies would act if they found out that we might just have a dragon droppin’ in on us looking for that wolf?” Dash’s eyes went wide as she envisioned it.

The dragon roared its fury as it breathed fire down into the houses of Ponyville. “WHERE’S MY HOARD? YOU PONIES ARE HIDING THAT WOLF FROM ME!” It snapped at a heroic blue Pegasus that tried to distract it, allowing her friends to escape as they called their gratitude back to her.

“Oh, Rainbow Dash! All of Equestria will remember your bravery!” Rarity called as she fled, holding half a dozen of her designs with her magic and with Sweetie Belle riding on her back.

“Dash, you’re a better pony than Ah ever was!” A stetson-sporting palomino called back as she fled, her big brother running alongside and her little sister on his back. “Ah’ll spend the rest o’ mah life tryin ta be half o’ what ya are now!”

“That’s okay, guys!” The Pegasus yelled after them. “Heck, not every pony can be half as awesome as me, and...” Dragonflame washed over her, and when it faded, nothing was left but the coolest pile of ashes in Equestria.

“Heh-heh-heh!” The greedy, cruel, most uncool wolf laughed from where it hid, watching the whole thing. “And that’s exactly why I did it all, because without Rainbow Dash, Equestria is doomed! Or at least a totally rotten place to live in, now!”

“Dash, wake up, will ya!” The blue Pegasus shook herself as Applejack gave her a swat with her tail. “We gotta tell ponies, yeah, but just the rest o’ the Element Bearers for right now. An’ Spike too, so he can send a message off ta Twilight. We oughta be able ta handle this ourselves, we’ve taken care o’ worse ‘fore this.” She looked off towards Canterlot much as Dash had a moment before. By now it was gleaming brightly in the dawn’s first true light against the mountainside. “Ah wish we had Twi here, though. Ah’d like ta have some magic around just in case things go wrong.” She began trotting off towards town, heading for Sugarcube Corner. They’d be opening for the morning rush right about now.

“Hey, we got Rarity,” Dash flew after her a short ways, before turning and flying off towards Fluttershy’s house. Her voice faded in the distance as she flew away. “She’s got some magic, and she knows dragons, at least if we’re talking Spike.”

“That’s true,” Applejack said, thinking out loud.

“’Least we got Rarity, and she can help us find that wolf.”

* Shoo be doo, shoop shoo be doo… *

The words were still running through the wolf’s head the next afternoon as he crossed Ponyville on his way to the school. They managed to even drown out the worry he might have felt at crossing the town in full view of so many ponies, including that sorrel stallion from the first day, setting up that same apple stand as before in the town square. Ardi smiled politely at him as he passed, making sure to keep lip over fangs. Judging from the gossip snorting around the square, most ponies were convinced that the marauding wolf was long gone, returned to the Everfree. Most.

Sweetie trotted alongside, her schoolbooks hanging in her saddlebags. He heard a giggle and looked down to see her smiling at him.

“I didn’t know you liked Big Mac, big sis.” She said, rather obviously forcing down a giggle.

“I did not know you liked Big Macintosh either, Miss Rarity.” His escort said with a sly tone in her Stalliongrad accent. She leaned in close and whispered into his, er, ‘Rarity’s’ ear, “Maybe you have decided in favor of a mujik and against a tsarevitch, yes?” At his blank look, the pink-maned blue mare said, “It means, ‘A peasant rather than a prince’.”

“Oh, maybe,” Ardi said, giving her a weak smile. Lotus returned it, though he imagined hers looked rather more conspiratorial than his. The dawn’s light gleamed over both her smile and on that hunting spear in her jousting harness. Ardi couldn’t take his eyes off that spear, with its barbed head as serrated as a Changeling Queen’s horn. He found he oddly appreciated the spa pony escorting him over to the school, her accent reminding him of home. But did she have to keep talking about all the uses for wolf pelts? With that all-too-determined look on her face?

“Lotus, dear, I really do appreciate your protecting me like this from that big wolf,” Ardi said, gladder than ever that the suit disguised his voice along with everything else, “But I don’t want to keep you from your business…” His voice trailed off as Lotus gave him a wide-eyed stare.

“Why, Miss Rarity, watching over you is part of my business!” She leaned close and whispered, “You are best customer Spa has! What if you ended up inside wolf?”

“It’s more the other way around,” Ardi muttered in a voice low enough that only he heard it. He kept silent after that until they reached the Everfree Road and the little red schoolhouse at the edge of town. Forcing back a rising shudder, Ardi entered the school. Almost as soon as he did the scents of dozens of colts and fillies tickled his nosepad even through the suit. Don’t start drooling now!

“Now, Sweetie,” Ardi said, turning to the little spear-head filly, “Remember to be a good student and don’t make trouble for the teacher. Okay?” He hesitated. Something about that determined look on her face worried him. Too much like that crazy mare with the spear.

“Sure, big sis,” Sweetie said, right before she trotted off to join Scootaloo and Applebloom. Instantly they drew her into their little circle and looked as thick as thieves. Ardi felt more unsure than before. He turned to head back home. The meat substitute – ugh – would be waiting for him there. After he got past Crazy Spear Pony near the door. She looked busy, chatting with some purple-coated mare with a clutch of berries for a cutie mark. Hoping to escape unnoticed, he began edging over to the door. He’d almost made it before hooves clattered over the wooden floor and a large and disturbingly well-honed and polished spear head glittered before his eyes.

“Miss Rarity, you think you are not needing any more escort?”

“Gah!” Ardi stepped back. Lotus followed, her eyes wide with worry. Ardi felt half flattered at her concern. The other half of him remembered the reason she was packing that spear, and if she ever guessed the truth about him? He cleared his throat and said in his best Rarity-voice, “Thank you so much, my dear, but I really need to be getting back to my Boutique. I have, uh, an order to take care of! Yes, that’s it.” He began to trot out the door again. Once more he almost ended up on his haunches as that spear ended up between him and the outside.

“Oh, but Miss Rarity, big bad wolf is not caught yet! What if you met him?” The blue earth pony mare set herself beside him, brushing against his flank. Ardi could feel her warmth and smell her sweet scent as she said, “Have no fear. If bad wolf attacks the Spa’s best customer, then I will protect you!” She smiled even more widely, looking lovelier than ever, and sad with a gleam in her eyes, “Besides, I can show you how to cure wolf pelt for clothes. Uncle Sure Shot taught me how!”

“Wonderful,” Ardi groaned as she followed him out the door, talking in great detail about how to turn a wolf into a bedspread.

* * *

“Hey, Sweetie! So, er, how was it last night with yore ‘big sis’?” Apple Bloom and Scootaloo both looked curious. In a more conspiratorial tone, she added, “He didn’t invite anypony in ta eat ‘em or nothin’, did he?”

“He’s not like that!” Sweetie gave Apple Bloom a glare. The filly’s eyes widened in surprise as Sweetie added in her normally gentle voice, “Wolves are nice. Well, at least he is. He even told me about how Discord made Diamond Dogs out of wolves; and then he listened to me while I sang all the Wavedancer songs.”

“Wow, that long?” Scootaloo said, her eyes wide, and then added, “Wait, he told you something else about wolves?” She shook her little hoof. “Darn it! I thought he told us everything we needed to know last night.”

“That reminds me, did you two work on all the stuff we agreed that we’d need?”

“Sure did,” Scootaloo nodded at Sweetie. She and Apple Bloom showed some outlines they’d cut out of dark paper, of a wolf and a draconequus and two alicorns. “We’ll do it like we figured. Say, if this works, maybe we’ll get our cutie marks for both shadow puppetry AND making presentations on wolves!”

“Well, it’d be a shock if you blank-flanks got your cutie marks for this,” a familiar nasty voice said, the words dripping such heartfelt concern that the mockery would have been obvious to a parasprite, “I mean, it’d be a shame if not even this worked out for you.” Diamond Tiara stepped in between Scootaloo and Apple Bloom. “It’d be even worse than if you got eaten up by that monster wolf. Hey, didn’t that almost happen to your dopey brother, Apple Bloom?” Behind her Silver Spoon sniggered, but nervously. She kept cutting her wide and fear-filled gaze to the open door as though expecting the wolf to come in at any moment, hungry for filly meat.

”Don’t call him that!” Sweetie stomped past Apple Bloom and Scootaloo to confront Diamond Tiara. The earth pony filly recoiled as the little unicorn filly snapped into her face, “Wolves don’t eat ponies! Er, not any more. Except maybe when Fenris comes and gobbles up Celestia and Luna.”

“What are you, crazy or something?” Silver Spoon moved to keep the Crusaders and Diamond Tiara between her and the open door. She sniffed and said, “Everypony knows that wolves don’t do anything but eat ponies and, like, live in dirty caves and stuff. They’re monsters, that’s what monsters do.”

“You don’t know as much as you think you do,” Sweetie responded. Diamond Tiara and Silver Spoon both tilted their heads to the side, looking at her in confusion as she gathered her two friends in and said, “We’re gonna show everypony that wolves aren’t all mean!”

Whatever else would have been said was cut off by Cheerilee’s voice. “Fillies and colts, seats, please!”

As the young ponies went to their desks, Cheerilee went to the head of the room. Sweetie thought she winced when she looked at the new set of encyclopedias, now looking rather the worse for wear, that the school got about a month ago. Cheerilee wrote TODAY IS ESSAY DAY on the chalkboard. “I hope everypony remembered their reports!”

A chorus of YES!es answered her, with Diamond Tiara and Silver Spoon looking around in their trademark smug fashion. Sweetie noticed and smiled to herself. No matter what they thought they knew, nopony was going to be able to guess what she and her friends knew!

“Very good!” Cheerilee beamed at the class. “Now then, who wants to go first?” Diamond Tiara was only halfway out of her seat when Sweetie shot to the front of the classroom, a nose ahead of Apple Bloom.

“My friends and I want to go first, Miss Cheerilee!” Sweetie nodded at Scootaloo standing by the door; the little orange pegasus kicked it shut before dashing to the windows, pulling the blinds down. “We just need some preparations, is all.”

“Oh, of course, dear,” Cheerilee smiled at them, but she scraped the floor with one forehoof. Uneasy snorts and whinnies came from some of the other students. “Now, this won’t be like the time with the model volcano, will it?”

“Why gosh no, Miss Cheerilee,” Apple Bloom said as she set up a background against the blackboard. “We’re just gonna spice up our presentation a little!” She reached into her saddle bags and took out a small shadow puppet that vaguely resembled an alicorn.

“Oh, well, dears.” Cheerilee sat down at her desk. “Go ahead!” Sweetie wondered why she had that worried look on her face. They’d only burned a few holes into the floor that one time, after all.

”You’ll love it, Miss Cheerilee!” Sweetie smiled at her before she said to her friends, “Hey, you’ve got everything, right?” They both nodded at her. With a big smile, Sweetie headed for her desk, retrieving her saddlebag and the report she’d written before bed last night. She’d read it back to Ardi this morning. The wolf seemed distracted somehow, but he’d approved of everything she said. She and her fellow Crusaders had spent several hours yesterday working on this plan. They were going to set everypony straight on wolves and ponies and Discord and the Princesses – on everything!

The little unicorn filly headed for the front of the now darkened room. Scootaloo and Apple Bloom ducked down behind the small stage they’d set up. They held the shadow puppets in their hooves and mouths. Sweetie stood beside the stage and started to speak.

“Everypony knows how Equestria was made, but nopony knows how the wolves tell it.” The murmuring from the students came faster and more excited after that. Sweetie smiled. They’d probably get the best score in the class AND get their cutie marks to boot! She cleared her throat and said in the deepest voice she could muster, “Before the sun and moon hung in the sky, there was a place of fire and a place of ice…”

Day Five: Lupine-Teacher Conference

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Day Five: Lupine-Teacher Conference

“EEEK!” The unicorn reporter mare with the camera flash for a cutie mark managed one startled yell as the shapeshifted Changelings rushed her into the abandoned building on Canterlot’s South Side.

“I’m the press! You can’t get away with this, whoever you are!”

With a snort, a silhouette stepped forward out of the musty shadows within – another mare, a tall slim unicorn whose eyes and horn glowed like gold. The reporter had only enough time to gasp before the sleep spell hit her.

Vespid, wearing her Yellowjacket form, looked down at the mare collapsed on the dusty floor. “Any others?”

[None, O Queen!] the lookout chittered from outside the doorway, then shifted back in a burst of yellow fire. Vespid recognized his unmarked fresh carapace – the young tunnel guard from a few days before. The dumb one.

Flying inside, he showed fangs in a grin and alighted before his Hive Queen, chittering for a moment before a hoof landed on his head.

[OW! What was that for?] He looked up at her, rubbing his head.

“Idiot!” Vespid hissed at him. “Pony form, now!” The scent of her pheromones quelled any further outbursts from him. He cringed and vanished in fire to reappear as a black and gold unicorn.

“Cutie Mark!” The Changeling craned his head around for a glimpse of his blank flank, shifted again. When the gold fire faded, he bore the reporter’s mark on his flank.

“And always speak Equestrian when Topside!” The young changeling nodded frantically, then a golden aura shoved him back to his post. Vespid wished she could’ve brought more of the experienced changelings Topside for this. Wished she had experienced Changelings to bring Topside. Discord you, Chrysalis!

While the two slightly-less young drones secured the door and checked the window shutters, Vespid levitated and inventoried the reporter’s saddlebags – quills, ink, notepads, press pass with name and newspaper affiliation, the invitation with the time and address on the north side of town.

“All clear, O Queen.”

Vespid buzzed an acknowledgement as she secured the saddlebags on her back, then reinforced the sleeping spell on their previous owner – enough to keep her under well into the next day. As she finished, the clip-clop of hooves against flagstones sounded from outside.

All four Changelings froze. The hooves passed outside, continued, faded away. The first to move again was the young one, gazing at the door, hunger glowing in his eyes. Vespid sniffed and shot off a spark of her magic that landed against his flank. He yelped and jumped.

“You will stay here, and watch over this one. I will go and attend this ‘press conference’ and learn what the ponies know. When I return to here, we will go Below again.” She made sure to catch the youngster’s eye in particular as she said, “No matter how tempting it gets, do not go off looking for emotions to feed on.” She turned to leave.

“But, O Queen,” the youngster chitter-whined behind her. She looked at him as he stared at the fallen mare. “A little wouldn’t hurt, would it? I’d be careful, I swear. The way she feels about some pony…” He looked back at the reporters, licking his lips. Then to Vespid’s shock he shifted unconsciously, taking on the form of the mare, elegantly styled red mane and all. The others began snickering the ki-ki-ki-ki sounds of Changeling amusement. He looked confused until he looked down at his forehooves. Eyes wide, he shifted back to his normal pony form. When the mockery of the others didn’t stop, he began to snarl at them.

“No more of that!” Vespid stepped into the middle of them. She looked at the youngster. “If you cannot control your shapeshifting, then stay Below!” He looked crestfallen. The amused looks of the other two vanished as Vespid said, “And if you two find it amusing to see another make the same mistakes you both did, then I order you two to do a better job of teaching him how to maintain focus. Understood?” All three nodded so frantically it looked like their heads might fall off. Vespid lowered her muzzle and let them nuzzle her. Then, having reassured them, she shifted herself from Yellow Jacket to a shorter, chunkier mare with the reporter’s mane and Cutie Mark. And name from the papers in the saddlebags – Flash Bulb, from The New Moon, Canterlot Office.

Checking outside with her magic, the Changeling Queen slipped out the door and stepped into the deserted back street. In the distance, a train whistle sounded.

* Shoo be doo, shoop shoo be doo… *

The Song of the Sea Ponies kept running through Ardi’s head all day. Even when he tried to help Fluttershy with the work around the Boutique, it kept nagging at him, eliciting frustrated growls from the mare-suited wolf. But he still felt that he was finally fitting in.

“Your change, madam,” Ardi said in his best Rarity-voice as he handed a few bits over to the gold-maned pink mare. Her new saddle hung over her back, embroidered with lace. “And I’m quite sure that everypony will wonder at how my work flatters such a lovely mare as yourself.” She smiled and nodded before turning and trotting out. Fluttershy watched silently as she worked on some sewing, patching some small dress that must have been meant for a filly. She quickly went to the door and flipped the sign to Come Back Later.

“Oh, good, that’s over,” Fluttershy said with a sigh. “I’ll be so happy when Twilight gets back from whatever it is that Celestia needs help with so we can get you out of here. Not that I’m saying you need to be going, but…” She let out a little squimper of dismay at his growl. “Oh, dear! I’m so sorry I said you need to leave.”

“What? No!” Ardi bit down on his growl as the Pegasus flinched. “It’s not you, Fluttershy. It’s just that Sweetie sang some song for me last night and I haven’t been able to get it out of my head, something about calling for Sea Ponies…” He broke off at Fluttershy’s giggle. “What’s so funny?”

“Nothing,” she said, picking up a broom and helping to sweep up. Ardi remembered the surprise he’d felt at learning that Rarity owned three brooms, along with some spares in case one broke. Fluttershy continued with, “But I think that everypony needs a few days to get the Song of the Sea Ponies out of their head after they first hear it. I know I did. I suppose she told you the Wavedancer stories, too?” He eyerolled and snorted. She just nodded. “I thought so. Sweetie loves Wavedancer. Rarity told me all about it, she and I used to be big Wavedancer fans too when we were fillies.”

“Ponies….” Ardi growled. He started trotting to the door, hesitated, and then moved in a lupine lope. Fluttershy gave him a wary look. “I’m being careful,” he responded. “I never do that when anypony but you or the fillies are around.” He looked down at himself, wondering how the sight of a white spear-head mare with a purple-mane in place of a shaggy white wolf could have become such a normal sight. “I wish moving like a pony wasn’t starting to feel so natural, though.”

“Oh, Ardi, it’s only for a little while longer…” Her voice broke off as somepony knocked on the door. Fluttershy went to open it.

“Oh, wonderful, more company.” Ardi sighed and tossed “his” elegant mane back over one shoulder, half closing his eyes as he purred out at whoever was coming in, “Welcome to Carousel Boutique, where everything is…” His voice trailed off in a croak as he saw the flier-pony mare with the raggedy-cut mane and tail coming in. Remembering her words, he tucked his own tail close. Fluttershy caught his reaction and quickly moved to set herself between them.

“Oh, hello, Rainbow Dash. Umm, whatever are you doing here? We don’t usually see you here at the Boutique. You’re not one for dresses. Not that I’m telling you to like or dislike dresses…”

“Hey, Flutts,” Dash said idly as she flew over her to speak to Ardi. The wolf looked up at her with a nervous smile as the flier-pony said, “I just came over from the school. It looks like the Cutie Mark Crusaders got in some kinda trouble.” She snorted and rolled her eyes. “Again.”

“They did?” Fluttershy gasped. A curious look crossed her face as she looked outside. “But that’s strange, I don’t remember hearing any explosions or panicking ponies.” Ardi gave her a double take. Just what sort of trouble did his, er, Rarity’s little sister and her friends normally get themselves into?

“What? Nah, nothing like that.” Dash moved behind “Rarity” and started ushering her to the door, the downbeat of her wings washing against the mare-suited wolf. “Apparently they got in some kinda fight with two of the other fillies, Filthy’s foal and some other one. An’ Cheerilee and the parents of the other two wanna talk ta us about it.” Ardi tried digging his hooves in, but Dash gave a shove that sent “her” out the door. “Yeesh, get going already, Rares!”

“Why, yes, of course, Rainbow Dash!” Ardi gave Fluttershy a confident wink. When she relaxed he sagged in relief. He felt gladder than ever that this suit covered most of the normal lupine body language. He didn’t want her to know just how scared he really felt right now.

* * *

In the shape of the reporter, Vespid trotted past the Black Stallion Hotel, every hoof-width the image of a pony on a mission. She’d learned as a hatchling Princess that even the best shapeshift was useless if your behavior didn’t match. Act like you belonged somewhere and most ponies wouldn’t question your presence.

Mount Epona’s main peak and the golden spires of the Castle grew over the rooftops as the Changeling Queen trotted north through Canterlot, the roar of Epona’s Tears growing in her shapeshifted ears as the hint of coal smoke faded from her nostrils. Here in Old Town, the buildings were taller, more ivory and alabaster and gold and faience than the rougher dwellings and businesses of South Side, gleaming in the afternoon sun, flooded with pony emotions.

She drank from the swirl of emotions from the ponies, passed cross-street after cross-street with names like Hurricane, Puddinghead, Clover, Starswirl, carriage and wagon traffic straining up and down their slopes connecting the terraces of the mountainside city. Stopping near the Clock Tower and its Great Carillion, she levitated the invitation from her saddlebags and checked the address.

Platinum and Sunrise. Near the Royal Offices, in the high-rent district against the secondary peaks but outside the Ravine, the hidden canyon where the real nobles’ mansions stood. Turning opposite the Opera House, she started up Platinum Street.

Three blocks uphill, and there it was. A three-story noble’s townhouse tucked against the mountainside, the kind used by either minor unicorn aristocrats or highborn foals who’d embarrassed their families, with a long flight of steps up from the outer gate. And a small herd of ponies at the terrace at the top.

Checking the invitation a final time, Vespid climbed the steps to the upper terrace. The herd of ponies milled around the door, all with saddlebags over their backs and press passes slung around their necks, all oblivious to the breathtaking view across the city and valley.

Vespid trotted up behind them, listening in on their grumbling. They radiated annoyance, sour but edible.

“Where the hay is this ‘secret source’?” One unicorn stallion grumbled. A notepad and pen floated nearby, held in the red glow of his magic. “He wanted us all to be on time. Why do these aristocrats always have to be fashionably late?”

“How do you know he’s an aristocrat?” Vespid asked him, curious. She had her own suspicions, but she wanted to see if she could get them confirmed. The stallion looked at her press badge and then her before giving a snort.

“With digs like this? By the old palaces? Who else could he be?” The reporter snorted, swatting his tail in annoyance before he looked at her. “From The New Moon? You’re not Early Edition – new mare, huh?” He levitated up his pass. “Column Lead, Canterlot Sun.”

“Flash Bulb, New Moon.”

His gaze lingered on her. Vespid felt a small spike of desire from him, sweet amid the sour annoyance of the others, drank it in to take back to the Hive. “Well, if anypony gets an exclusive, it’ll probably be you if this particular pony is who I think it is…”

Before Vespid could ask him what he meant the townhouse’s doors opened. Some unicorn pony dressed in servant’s livery, long enough to cover his cutie mark and wearing a Nightmare Night mask that hid his face, nodded at them. Vespid lowered her head to hide a smile at his choice of mask. It was a rather obvious Changeling mask.

“Good, you’re all here. This way, please.” The reporters began asking questions all at once. The servant’s sole response was, “My master will answer all of your questions, I assure you.” He turned and trotted down the entry hall with great dignity. Or as much dignity as somepony in an obviously fake horror movie mask could muster, anyway.

The reporters followed, Vespid trailing behind as the doors closed behind them. She glanced at the art hung along the walls as she passed them. Ivory and marble statues, paintings by great artists like Old Master (a name that pony had taken after his reputation became assured), even somewhat threadbare tapestries that looked old enough to come from the Age of Discord, all of the same theme: a royal family of heroic unicorns, stallions and mares, protecting and nobly guiding pegasi and earth ponies. Vespid recognized some of the scenery in the more recent, less well done paintings as coming from the ponies’ stories about Hearth’s Warming Eve, though she didn’t remember ever hearing a version that showed Princess Platinum defeating the windigos single-hoofed. The house itself bore emotional traces, barely perceptible through the noise of the live ponies – self-love, pride, a rare bit of loneliness.

She was beginning to get a very good idea just whose house this was.

“Madam, please do hurry.”

Vespid awoke from her reverie to find herself at the end of the hall. The door before her was solid oak, inlaid with an elaborate compass-rose pattern. The other reporters stood by it, eying her in exasperation while the servant stood holding it open. In the parlor beyond, a white unicorn stallion stood waiting. He wore a half-mask like something from Phantom of the Stable, but his quilted robe left his Cutie Mark bare – a compass rose pointing in all eight of the cardinal directions.

Vespid hurried up beside the reporter she’d spoken to before. “Wait, if this all supposed to be done anonymously, then why is he…?”

“Because he’s not the sharpest horn in the stable.” A low ripple of whickering laughter went through the small herd. The unicorn within seemed oblivious. The servant showed no response, though Vespid felt a sort of exasperated agreement from him as they entered to stand before the badly-disguised Prince Blueblood.

“Worthy members of the press, welcome to this most secret of meetings.” Blueblood began, trying to sound ominous but coming off more like a bad actor. He tilted his head back, long golden mane hanging, and said, “I’ve asked you here to discuss and dispel some of the rumors about what my, I mean, what Princess Celestia is doing to deal with the threat posed to Equestria by the Changelings, with help as provided by her woefully underappreciated nephew…” Blueblood walked through the group as he spoke, forcing them to follow him. The reporters seemed to roll their eyes in unison, but they began writing his remarks down. Vespid followed their lead.

If he’s at all wise, he won’t reveal anything too important or dangerous here. Vespid mentally ran over everything she had heard about Blueblood. Then again….

Vespid lightly tossed her mane so that it hung just slightly loose. And as Blueblood walked past her, she emitted some of her pheromones. The golden-maned unicorn stallion’s eyes went wide behind that mask as he walked by the Changeling. He turned and looked at her with a gaze she found tiresomely familiar.

“My dear?” He said, before bending in close to whisper, “You’re new here, aren’t you?”

“But of course, my lord,” Vespid said in an awed voice, letting her eyes flutter shut. Privately she thought, like you’d notice a non-royal in any event, you dolt of a pony-drone. Why does your hive queen even keep you around? Blushing, she said, “I, I’m so eager to do well at my newspaper, you see, and if I could speak to you at greater length in private?” She looked at him from under half-closed eyes. “If you’d be so generous, that is. I’d be so very grateful.”

“Really?” Blueblood smiled on her the way parents did to small foals they were humoring. “Perhaps later you can stay and we can discuss everything at greater length. In private.” He said the last words in a tone that promised more than an interview, as if Vespid couldn’t feel the lust coming off of him thick enough to rival his self-love. Sour and weak, but the Hive was starving.

Okay, Vespid thought as Blueblood kept wandering around the room, the increasingly annoyed reporters following him, some of them also darting disgusted looks at her. Next I find out what Celestia and the court really know and are planning to do about my Hive. Maybe I get a quick snack. She saw how Blueblood looked her over and returned his hungry smile with one of her own. And then I return to the Hive and rally my Swarm to fix the problem.

What could possibly go wrong?

* Shoo be doo, shoop shoo be doo… *

The trip to the schoolhouse seemed quicker than before. Then again, that morning Ardi didn’t have a pushy Pegasus constantly circling back to tell ‘her’ to get ‘her’ flank in gear. He just wished he could get that song out of his head!

He’d seen some sort of activity all day from the Boutique – something to do with the town square and the tall balconied Town Hall. Now he passed the details, herded on by Rainbow Dash.

Caravans and tents packed the square behind the hall, outnumbering the market stands, ponies and griffins going in and out of the hall itself, carrying various equipment and hanging large posters from the balconies over the porch, watched by a second herd of local ponies. Griffins. Meat eaters.

Ardi remembered not to tongue his nosepad, tried to catch the scent through the perfume of the ponysuit. And, as he passed the mass of caravans and tents, found what he was sniffing for – the faint aroma of meat, coming from the large pavilion-tent at the center.

One flier-pony hanging posters noticed the maresuited wolf as he trotted by; the word spread, sparking looks and whistles and appreciative nickers from the stallions and male griffins – including the griff in beret and dark glasses who seemed to be in charge of the chaos.

He almost growled, but remembered how those mares acted in the books on Rarity’s nightstand and gave them a warm smile and a tail wiggle instead. The sounds they made got even friskier before a she-griffin came out from the main tent – the one emitting the droolworthy meat-scent – and chased them back to their tasks. She darted a dirty look in his direction. ‘Rarity’ hurried on her way.

Oh well, Ardi thought as he took in the males’ reactions, if I had any questions as to my ability to portray a female spear-head mare, that settled them. He looked to see Rainbow Dash looking annoyed and waving her hoof in an obvious ‘hurry up’. He followed, wondering should I be more worried about their reaction, or mine?

He got a good close look at the posters as Dash rushed him along. The titles were in an elaborate Equestrian font which he didn’t have time to read, but he didn’t need to read them. One showed a panicking filly running in terror, pursued by a huge pack of Changelings. Another showed The Burning Queen herself, wings spread and blazing with fury, surrounded by the heads and necks of seven great dragons.

Then Dash herded him down a street, past the poofy-maned poisoner’s bakery and down another street, and another, until the schoolhouse sat before them where town gave way to pasture. With Discord’s Demense in the distance.

Even through the suit Ardi could smell the scents of dozens of little ponies, fillies and colts. He bit his tongue to keep from licking his lips hungrily, but nothing could stop him from salivating. After that scent of meat in the square…

“Yeesh, Rares,” Dash said as she dropped down beside ‘her’. “First it’s Big Mac, an’ now those guys? It’s not that time of the year!” She entered the school before Ardi could respond, so he just followed her in.

“Good afternoon, everypony,” Ardi said, hoping he acted more like Rarity than ever when he saw who stood inside the room. Dash went to stand beside the palomino earth pony with the hat – Applejack, that was her name – down by the front of the room, past the rows of pony-proportioned wooden desks. That earth pony mare from that morning was there as well, smelling of pony-pups, chalk, and annoyance. Ardi remembered the Crusaders describing her as their teacher, Cheerilee. Sweetie Belle and her two packmates sat before the desk, their heads hanging and their expressions angry. Both Scootaloo and Apple Bloom hurried to stand by their sisters. Judging by how cowed they seemed, Ardi wondered what trouble they’d gotten into.

He trotted down to the desk – remember, swing the hips and tail, but not too much – to where another pair of fillies stood with a pair of mares, all earth ponies. One pony-pup bore a surly expression along with a black eye underneath the jeweled tiara set in her mane. A similar-looking mare stood behind her, about ready to paw the wooden floor. A second pony-pup, her mane done slightly differently and sporting glasses, stood nearby, the second mare holding a stained tissue to her nose, muttering reassurances. Ardi judged the mares to be the mothers of the little ones by their similar appearances and scents. At least what he could scent through the cloud of perfume from the second mare. The two pony-pups also differed from the Crusaders in that they bore Cutie Marks, a tiara and a spoon.

And both of them were directing very unhappy looks at him, er, ‘her’. He reached the front of the room, catching the faint scents of blood and fear from the two fillies. Sweetie Belle hurried to him. Ardi lowered his muzzle and nuzzled her, inhaling her sweet little scent. He started a bit at the tang of iron in it. Then he notice that she bore some bruises. Her friends did as well, but she’d gotten the worst of it.

“So, who did you fight with? Those two?” Sweetie looked at him wide-eyed. Ardi whispered to her as he nuzzled the pony-pup. “Don’t be surprised. I can smell the blood. And I hope you hit the other one twice as hard.” He raised his muzzle to see the other mares giving him looks that ranged from dismayed to furious. Hoping that the smile he gave them was polite, he said, “Whatever is the problem?”

“Rarity, glad you could join us,” Cheerilee said, looking unhappy. “You know Applejack and Rainbow Dash of course.” She indicated the other two mares. “And these are Golden Tiara and Silver Platter, the mothers of Diamond Tiara and Silver Spoon. I’m afraid there’s been some trouble.” She directed a meaningful look at Sweetie and her friends, who tried to look defiant, “And I think it’s best we settle it before it can get worse.”

“What trouble?” Ardi asked in Rarity’s voice. Everypony else looked at Cheerilee. She cleared her throat and began speaking.

“It started with the report I assigned the girls.” She indicated Sweetie and her pack-mates with a wave of her tail, “About that wolf.” Ardi felt a chill claw of fear trailing along his spine as she said, “They were supposed to talk about how wolves have been viewed and treated in Equestrian history, but instead they, ahem, well…”

“They told crazy stories about how Princess Celestia and Luna and, and Discord all cheated some mangy old wolf named Fender and stuck him in a net made out of stuff that doesn’t even exist!” The filly with the tiara pointed her hoof out at Sweetie Belle.

“His name was Fenris, not Fender!” Sweetie said. She looked like she wanted to give a snarl of her own as she pointed back at the other filly. “An’ it wasn’t a net, it was a rope! You didn’t even listen, Dee Tee!”

“I listened enough to know you’re not just dumb blank flanks, you’re crazy too!”

Sweetie snorted, and scraped the wooden floor with one hoof. Diamond Tiara hid behind Golden Tiara’s leg. The mare set herself protectively between the two. Ardi noticed that Silver Spoon already hid behind her mother, peeking around. The stink of her fear filled the air. Scootaloo and Apple Bloom moved up beside Sweetie, supporting her like proper packmates. Their sisters followed, but not too closely. Ardi supposed they didn’t want to provoke things any more than they’d already been.

“Now, girls!” Cheerilee didn’t raise her voice, but the fillies still fell silent, still looking daggers at each other. She closed her eyes and shook her head. Ardi had to hide a grin. Apparently pony pups were just as maddening as wolf ones. The grin slid away from his, er, “Rarity’s’ lips as Cheerilee looked right at him. “They presented a rather, well,” Cheerilee looked embarrassed, “A rather unique version of Equestrian history. One that cast the Princesses in a light you normally don’t see outside of tabloids. And, Rarity?” Cheerilee gave Ardi a look that almost pleaded, “They said they got it all from you. Is, is that true?”

“Oh, well, yes.” Every one of the mares looked at ‘her’ in confusion. “What? Is there some rule against telling fillies stories from the wolves themselves?”

“Well, no…” Cheerilee swallowed. Before she could say more, Ardi had to take a step back as both Dash and Applejack stuck their faces into hers.

“The hay, Rarity! What’re ya tellin’ the Crusaders stories about how Celestia and Luna cheated some mangy old wolf…”

“Doggone it, Rarity, Ah don’t want ya givin’ Apple Bloom any crazy ideas!”

“They’re not crazy, and…!” Ardi snapped back, stopping before he could continue with “…and Father Fenris isn’t mangy!” Looking into their stunned and suspicious faces, he remembered what Fluttershy had told her about Rarity’s past and chose his words carefully.

“When Mother and Father sent me to finishing school in Canterlot,” he began in what he hoped was a good Rarity voice, “I came across an old book in the school library that included the Old Stories of all these creatures. The story of Fenris was one of them. I don’t remember anything else of that book except that story.” So far, so good.

“And yesterday, Sweetie Belle told me they couldn’t find any books on Wolves in the library here, that ‘Dee Tee and Spoony’ had gotten there first and checked out all the books. So I remembered that Old Story and told it to them.” He looked past them to Cheerilee. “Was that all of it? I don’t see why they’d get in trouble for a, well, a different view of history.”

“Oh, no, that wasn’t it at all,” Cheerilee said, looking unhappier than ever. She looked at first the Crusaders and then at the other two rather disheveled fillies. “When they got finished with their presentation, it was lunch time…”

“Wait, they took thet much time?” Applejack asked, her eyes wide. She looked at her little sister. “Ah guess now I know what ya were up ta in the barn all night long.” Apple Bloom tilted her head back and looked proud.

“Well, yes.” Cheerilee said. She looked amused, saying, “It was very well done, I admit. Though I think the shadow puppets for the play based on the wolf creation story were a bit much.”

Ardi looked wide-eyed at the pony pups, and bit his tongue against a soft woof of surprise. They’d done all that, just on what he’d told them? Just, just for him?

“But then, when the students were outside, Diamond Tiara and Silver Spoon had, a, well, a disagreement with them.” Cheerilee indicated the two marked fillies as she spoke. Ardi didn’t fail to notice how the looks of nasty self-satisfaction on their faces changed to the most badly put-on innocent looks he’d ever seen. A growl almost escaped his jaws as he realized who they were. Diamond Tiara = Dee Tee, Silver Spoon = Spoony… Sweetie had told him how those two insulted and bullied her and her friends, along with all the smaller and unmarked students in Cheerilee’s class. A certain amount of bullying was normal among wolf pups; there were few other ways to figure out who’d have the force of personality to become a pack leader when they got older. But from what Sweetie said, these two took it too far. In a wolf pack they’d have gotten bloody ears by now at the fangs of their fellow pups. And one or two of the adults. As he thought that Cheerilee said, “Actually, they got into a fight with one of the girls.”

As soon as those words left her mouth, Applejack and Rainbow Dash rounded on the little fillies.

“Apple Bloom!” The palomino almost stomped over to stand above her little sister, looking no, not angry, but ashamed. “What have Big Mac n’ Granny Smith n’ me told y’all about fighting at school?”

“Scoot,” Dash said, pulling the little orange Pegasus close to look her in the eyes, “I know it’s not easy, I really do; remember what I told ya about my time in flight school? But hard as it is, ya gotta learn to ignore it.” The stunned looks on the faces of the two fillies, who Ardi couldn’t smell even a hint of violence on, told him the truth before Cheerilee even opened her mouth.

“Oh, no, Scootaloo and Apple Bloom tried breaking everything up,” Cheerilee directed a very disappointed look at little Sweetie, who looked defiant. “It was Sweetie Belle who actually hit Diamond Tiara and Silver Spoon,” Ardi smiled down on the little spear-head filly, but the smile froze on ‘Rarity’s’ face at the teachers next words. “And she was saying something about knowing a nice wolf!”

Oh. Scat.

As the other ponies gave Sweetie shocked looks, Ardi hoped he didn’t look as frightened as he felt. He sneaked a glimpse in a nearby mirror and saw that “Rarity” looked dismayed, but not terrified. Of course, there’s still time for that to change. Just be glad she didn’t hurt them too badly, or I’d have to hunt for them until they healed up – no, wait, ponies don’t do that.

“See, I told you she was crazy!” Diamond Tiara pointed her hoof at Sweetie, who gave her a dirty look in return. “Wolves are all big ugly stinky monsters!” She sniffed at the little spear-head in contempt.

On second thought, maybe Sweetie could have hit her a few more times.

“Don’t talk like that!” Sweetie stomped her little forehooves. “Wolves can be nice, too! And they don’t eat ponies!” She pointed at the blackboard. Ardi looked at it to see something that shocked him. A crude but still recognizable picture of him done in chalk. Thankfully they didn’t show him wearing the Rarity-hide. He didn’t need that much public recognition. As he looked Sweetie added, “The wolf’s not bad, he’s just scared! I bet he doesn’t even want to hurt anypony.”

“Shows how much you know,” Silver Spoon spoke up from where she hid by her mother. Looking around the mare’s well-padded side, she flinched when everypony looked at her, but went on with, “My father used to be in the Royal Guard, and he had to fight wolves once by Stalliongrad. He said they’re dangerous!”

Ardi felt his eyes widen momentarily. He remembered the older wolves in his pack telling him about something that had happened before his eyes opened. How one desperate Stalliongrad winter several dozen wolves had broken through the city walls to snatch whatever prey they could find. Unfortunately for them the ponies repaired the hole in the city walls before learning about the wolves, and for the next week there’d been a running fight between the starving, cornered, desperate wolves on one paw and the angry ponies on the other. It all ended with all save a few wretched wolves cornered in the town square and speared or trampled or slain with spear-head magic. Ever since then, his pack and all the others had been more frightened of ponies than ever.

But the ponies won, they’d seen they were stronger, so why were they acting like they were scared?

He returned his attention to the conversation.

“Young lady, if your parents had any horse sense they’d remind you how to speak to your elders!” Silver Platter said to Sweetie. The older mare looked like she was getting furious now, with her ears down and her tail whipping back and forth in a way that reminded Ardi all too well of Rarity’s filthy cat whenever it got ready to attack him. Golden Tiara didn’t look any happier.

“My big sis told me to be honest, too.” Sweetie said, nuzzling Ardi. He grinned weakly as both mares gave ‘her’ furious glares. Out of the corner of his eye he caught a more respectful look from Applejack. “And everything I said is true.”

“You can’t make peace with monsters, and with wolves you shouldn’t even try.” Silver Platter sniffed. Applejack and Rainbow Dash kept their end of the argument up, while Cheerilee tried vainly to keep everything under control. Sweetie pressed against him, shivering slightly. Ardi could hear her sniffle.

She’d tried to help him, and now she was going to get punished for it?

“Now, wait a minute,” Ardi stepped into the middle of everything. They all kept talking, so he put all the force he could behind his voice, like when he was a younger wolf and howling defiance at the full moon. “I said WAIT! A! MINUTE!”

Everypony immediately went silent, staring at him with wide eyes. By the looks on their faces nopony was used to hearing the ladylike Rarity speak like this. Too bad, he thought fiercely. They were about to get used to it. He stomped into the middle of the small group, facing Silver Platter and Golden Tiara. They actually flinched back as he thrust his head out at them. Ardi half wondered if the mane of the Rarity-suit was bristling.

“What is the matter with you two?” He indicated their two fillies with a jerk of his head, who flinched back from the mad mare in their midst. “I thought one of the things ponies did was to forgive, and not judge by appearances! Didn’t Wavedancer make peace with the Crabnasties when everypony else thought they were just scary monsters?” Looks of confusion went over the faces of the two mares. Behind him, Applejack cleared her throat.

“Umm, Rarity, ya know, that’s just a little foals’ tale…”

“It is?” Ardi responded. Think fast! What Would Rarity Do? He remembered one of the other stories the little fillies told him last night. “Oh, but what about the zebra, Zecora? You – we used to be scared of her, but then we learned she was a good friend. Fe – Celestia’s fetlocks!” he’d almost said “Fenris’s fangs”, “We saved Nightmare Moon and made her sane again!” Or so they said, Ardi thought. Sane by pony standards, anyway. He stepped back away from them all, taking Sweetie along so she stood beside him. Scootaloo and Apple Bloom hurried to stand with her, before him and under the wolf picture they’d drawn. Ardi said, “So don’t you think that three brave little fillies willing to give a wolf a chance deserve as much respect?”

The ponies all stared at him and the fillies wide-eyed. He dared hope his words worked.

“Hah, you’re just as crazy as those dumb blank flanks!” Diamond Tiara stepped out in front of her mother and snapped at him. Silver Spoon trotted up beside her and joined in her jeering. “Stupid crazy little blanks!”

Golden Tiara’s and Silver Platter’s eyes went wide in shock, then narrowed in fury. The two mares stepped forward past their daughters. Ardi braced himself, ready for a fight, then stopped as the two mothers concentrated on their daughters.

“Young filly, what did I tell you about using that sort of language on other ponies?” Golden Tiara towered over her daughter, looking as stern as a pack alpha about to punish an errant wolf. Beside her Silver Platter similarly scowled down at her own daughter. Silver Spoon tried to shrink away as her mother spoke.

“Silver Spoon! What have I said to you about using language from the farmyard?” She might have said more, but Applejack broke in. Loud.

“Hey now!” She stomped up to face Silver Platter. The older mare recoiled as though she expected a hoof in the jaw as Applejack continued, “Ah’ll have you know we don’t use thet sort o’ language ‘round our barn, nor anywhere else.” She looked at her own little sister. “An’ Apple Bloom, have they been talkin t’ y’all like thet?” Apple Bloom looked uneasy, as did Sweetie and Scootaloo beside her.

“Maybe,” she said, sounding very wary. She kicked against the floor with one rear leg. “Once in a while, ever’ now an’ then.”

“Rotten little crybaby tattletales!” Diamond Tiara snapped at her, “Can’t you take a joke? It was supposed to be funny!”

Then everypony began talking at once. At least the adults did. Platter and Golden Tiara both sounded somewhere between apologetic and horrified as they spoke to Applejack and Dash, neither of whom looked or sounded amused. If it was a joke, nopony or wolf here appreciated it. Silver Spoon and Diamond Tiara slunk away, looking like they wanted to get clear. Ardi saw them heading for the door, stepped between them and their goal. Sweetie stood beside him, and Apple Bloom and Scootaloo joined her. Silver Spoon flinched, her ears going back, but Diamond Tiara just sneered up at “Rarity”.

“Y-you better get out of the way,” she said, sounding less certain than she tried to look. She kicked lightly against the floor. Ardi tried to keep his lips over his fangs as he began to smell the fear of the two fillies. It smelled so much like dinner. Something of that feeling must have shown even through “Rarity’s” face, because the two nasty fillies flinched back. Diamond shivered, used a hoof to straighten her tiara, and said, “Didn’t you hear me, narwhal?” The word meant nothing to Ardi, but judging by the horrorstruck look on Silver Spoon’s face, and the sudden little gasps from the Crusaders, it couldn’t be anything good. Like calling a Wolf a Diamond Dog?

“I said move your flank, narwhal! I’m not gonna get in any trouble just because of those blanks.”

With a shocked snort, Golden Tiara reached down and snatched her daughter up by her mane, sending the pony-pup’s tiara clattering across the floor. The entire room fell into stunned silence at the mare’s next words, with everypony staring at her and Diamond.

“Diamond Tiara Rich!” Diamond Tiara’s voice rose into a panicked whinny as her mother snapped at her, “Blank Flanks? Narwhals? That is NOT how your father and I raised you to speak!” She turned her daughter around yo and made her face Rarity. The mare snapped in the commanding tone of a pack’s alpha bitch, “You will apologize to Miss Rarity and her little sister, and her friends, at once!”

“I…” She tried giving her mother a sad-eyed glance. Golden Tiara pawed the floor with a snort, the reek of her anger coming through the flowery scent of the ponysuit. Apparently the filly caught the scent too, because the words spilled from her in a torrent. “I’m so sorry I said nasty words and I’ll never do it again!” Her friend looked like she was seeking escape, if necessary by dropping through the floorboards, only to flinch back at the sound of her mother’s voice.

“Silver Spoon! Please tell me you have NOT behaved like this to anypony, especially not the little sisters of the Elements of Harmony!” The filly darted a shame-faced look at her mother. The mare moved to stand above her. “You will apologize to all of them this very instant. And you will NOT use such language again! Am. I. Clear?” Silver, looking very downhearted indeed, turned and gave her own apology to Ardi and the Crusaders. The wolf thought she sounded more sincere than Diamond, who aimed a surly look her way that promised trouble. Ardi wondered if he’d really get in all that much trouble if he ate just one particular filly in town before leaving.

Meanwhile both Golden and Platter were apologizing to him as well as to Applejack and Rainbow Dash.

“Rarity, all of you, I’m so sorry, I knew that Diamond was a little full of herself, but I never dreamed she was becoming a bully…”

“Miss Rarity, please accept my deepest and sincerest apologies. I assure you, if I had known my daughter was picking up such foul language and using it on the little sister of a hero of the realm…”

They looked at him in something like desperation. Ardi tried to think of what to do. Wolves weren’t big on offering apologies to lower-ranked pack members – if you wanted to get some respect, you either worked or fought your way higher in the pack’s hierarchy. But neither were these two acting in the ears-lowered and tails-tucked fashion of lower-ranked wolves who knew they’d just offended their superiors and needed to beg forgiveness. Were that the case, he’d just take them by the throats, give them both a good shake, allow them to aid him in his hunting for a few days, and consider it over. Ardi doubted that ponies did it that way.

Why must ponies be so confusing? What would Rarity do right now? Think, wolf, think!

“Thank you,” he said, nodding his head at first Silver Platter and then Golden Tiara. Hoping he used the right words, he said, “I, ah, I am willing to forgive and forget everything that’s been said here. And so is my little sister. And her friends.” Diamond and Spoon looked relieved until his next words came out. “However, maybe as a way of showing how repentant they are, they can help Apple Bloom and her family with the work on their farm for a few days? With the proper supervision, of course.” He said the last while looking at Applejack.

“Sounds right fine ta me,” Applejack said with a grin. She stepped up beside her little sister. “Ah’m sure Ah can find something for them ta do. Nothin’ too big, but we always got some little jobs that need doin’. Sloppin’ the pigs, muckin’ out the barn, diggin’ a new outhouse…”

“Hah!” Diamond Tiara snorted. She tilted her head back loftily. “As if! My mom would never…”

“She’ll do it,” Golden Tiara said in a grim tone that allowed for no argument. Past her Platter nodded her head in agreement. Diamond tried to complain, but subsided at a dire look from her mother. “The sooner she learns some respect for working class ponies, the better.” She looked down at her daughter and said in a slightly sad voice, “I think your father and I may have given you too easy a life. And oh yes, he will be hearing about this later.” Driving their shocked and still complaining daughters along before them, Golden Tiara and Silver Platter both left. Ardi looked at Cheerilee and the other two. The two who want my hide and my tail…

“If there’s nothing else then, ladies?” Cheerilee sighed tiredly and shook her head no. Ardi returned her a gracious nod and left the school, Sweetie and her friends beside him. Outside it looked to be quiet. Ardi supposed most ponies must be at home eating. He thought he caught sight of that weird little dragon, but the little walking flamethrower walked around a corner almost as soon as Ardi saw him. He whispered to the little spear-head, “I hope they stay away from you after this.”

“They oughta,” she said. Suddenly she craned her neck and rubbed her cheek against Ardi’s, nuzzling him. He almost yipped in surprise as she said, “Thanks a lot, ‘big sis’! Oh, and thanks for agreeing to take me and my friends to see the movies tonight!”

“Huh? I didn’t agree to anything about any movies…” None of the three fillies even tried their sad-eyed look on him. They just tilted their heads and quirked an eyebrow in unison. “Oh, very well,” he grumbled. All three grinned. I suppose if I spend a few of Rarity’s gems, it won’t be a problem...

“Hey, Rarity!” Ardi almost jumped at the sound of the farmpony’s voice. Applejack spoke again, this time to the little fillies. “Apple Bloom, why don’t you ‘n yer friends go and get somethin’ nice ta eat? Here,” she gave her little sister a pair of shining golden discs which the tiny filly snatched up in her mouth and set away immediately, “Go n’ get some food – and no spendin’ that on any movies! The last time ya watched some o’ them horror movies, ya had nightmares ‘bout getting chased through the Everfree by zombie ponies!”

“Oh, but Rarity here said she was going to take us later,” Sweetie said with a giant smile. “Isn’t that right, big sis?” All three of the fillies smiled at Ardi. He fought down an urge to snarl at the little blackmailers. Sweetie added, “It’ll be in Town Hall, the big room where Nightmare Moon appeared that one time.”

Nightmare Moon? NIGHTMARE MOON?

“And where the griffins set up that big tent that smells like meat.” Applejack shuddered at the word. Dash looked thoughtful, and Ardi stopped shaking and tried hard not to drool.

“Oh, that’s exactly right.” Ardi said, thinking real meat! “I figure that the girls deserve it after all this. And it’ll be alright, Fluttershy will be with us.”

“Huh. Well, okay then, Ah guess. They kin go.” The three little fillies cheered and raced off. Applejack smiled after them before she turned to Rarity and said in a low voice, “Rares, we gotta talk. Right now.”

“Yes, dears?” He forced out as she and Dash came up on either side of him. He swallowed. “If it’s about my words back in there…”

“It ain’t about that,” the flier mare said. She leaned in closer and spoke. Ardi wondered if he smelled meat on her breath, wished she didn’t smell quite like a she-wolf in that moment as she said, “It’s about a dragon. And that wolf.”

Oh. Scat.

“I swear I didn’t lead it here! I mean,” Ardi swallowed and spoke more gracefully, “I mean, what about the wolf? The poor creature’s probably run away, hasn’t he? So we ponies don’t have to worry about him. Wishing his voice sounded less husky, he said, “And w-what about a dragon? Spike’s been acting a little odd.”

“Huh? No, not him,” Applejack shook her head. “Yeesh, Rarity, Ah’m talking ‘bout that dragon that the wolf musta robbed.” Ardi hoped he’d heard her wrong, but his hopes plummeted as she said, “Dash an’ me were out on patrol for thet wolf when we found a warnin’ from thet dragon Ah saw over the Everfree the day the wolf came.” Applejack quickly filled him in. Ardi was glad he sat on the ground, otherwise his tail would have been pressing up between his nethers at the fear filling him as the farmpony told him about finding the dragon’s warning. “An’ so either thet wolf is in town, or the dragon thinks he is, and wants us ta get him,” Applejack said. She looked at Ponyville and snorted sadly. “We gotta find thet wolf, an’ soon. ‘Cause if we don’t, then we’re all in a heap o’ trouble.”

YOU’RE in a heap of trouble?

“Yeah,” Dash added. “So we find that wolf, and then?” She flew up into the sky, kicked a small black cloud hanging overhead. Ardi jumped and yelped as it crackled with lightning. Thunder boomed like that dragon’s roar and sent rain sluicing down over him. It only lasted a few seconds, but when it was over, he felt soaked even through the Rarity-suit. Judging by the way Applejack and Dash looked at him, he must have looked as drenched as he felt.

“Oops! Sorry, Rarity.”

“Quite alright, Dash,” Ardi said, wondering if he’d feel this drenched when the dragon ate him. Or would it take small bites… Forcing his mind away from that thought, he said, “But tell me, darlings, what if we don’t find the wolf? I mean,” he hastily asked, “You’ve both looked for several days already. He might be gone despite what the dragon thinks.”

“Then we got either two choices. Either we let him burn Ponyvilla ta ashes, or we try ta fight him.” Applejack said it as though it were as matter-of-fact a choice as hunting down a rabbit for dinner. Ardi figured that for the ponies who’d beaten Nightmare Moon and the Twisting One, it probably was, but for him?


Dragonfire washed over the ponies, fading away to show Applejack idly twirling her lasso, Rainbow Dash stretching out with a yawn, and Fluttershy blinking against the glare. The crazy pink poisoner jumped up from her beach chair with a giggle.

“Hey, that tickled! Isn’t that right, Rarity! ... Rarity?”

Dragon and ponies alike turned to see where once a snowy-coated spear-head mare stood there was now only a blackened wolf skeleton in the middle of a circle of scorched earth with the burned tatters of a purple mane and tail nearby.

“Don’t we have any other choices?” Ardi looked hopefully at Applejack. She rubbed her chin thoughtfully.

“Huh. Maybe we could ask Spike.” Dash gave her a bewildered look as AJ said, “I mean, he is a dragon, an’ Twi said he’s been studying more on how ta be a proper dragon. Ah oughta know.” She winced as though at some unpleasant memory.

“Maybe I ought to check with him tomorrow,” Ardi said, feeling hopeful. “I mean, he does like me, after all.” Or so I’ve been told. I hope Fluttershy is right on that one!

“Hay, yeah, that sounds like a great idea.” Dash said. She idly looped over their heads. Ardi’s relief turned to cold wet ashes inside as she said, “I mean, sure, he didn’t do so great with that whole dragon migration, and he drove AJ nuts that one time, but he’s gotta be right sometime, right?” Dash circled and flew off, calling back, “I’ll see you guys later!”

“Guess that’s that. ‘See ya later, Rarity.” Applejack trotted off down the road towards her farm, casting a long and distorted shadow in the afternoon sunlight. She stopped and looked back. “And hey, now, don’t go takin’ ma little sis ta see any movies that give her nightmares.” She rounded a corner and was gone.

Don’t take your little sister to any scary movies, sure, Ardi thought as he headed back for the Boutique. He was only dimly aware of other ponies nearby as he trotted along, vaguely happy that he remembered to move in pony fashion as he mumbled to himself, “Oh, of course, Applejack. No need to scare the foals with movies when there’s a hungry dragon out there looking to eat me. Unless I run, and then it eats the whole town, and I end up stuck inside a mare-suit for the rest of my life. So now I have to ask that little purple scaly for help.”

“Maybe I’d have been better off just letting it eat me back when this all first started!”

* * *

Unnoticed by Rarity, or rather the Changeling in her form, Spike set his newspaper down and stared after her. He’d gotten close enough to hear some of her muttering. Or at least the scary part about her “eating the whole town.”

“It’s worse than I thought,” Spike said with a shudder. “The changelings are gonna eat Ponyville! Just like in Changeling Apocalypse!” He clapped a scaly hand over his mouth when he realized he’d almost yelled the last part. Glancing around, he saw that nopony seemed to have noticed. Okay, okay, he thought, it said something about scaring the foals, and Applejack told her – it – to be careful at the movies with the Cutie Mark Crusaders. That must mean that’s where it’s gonna replace them with Changelings!

Spike hurried off to get everything he’d need for when he revealed that Changeling in front of the whole town later. And then, Rarity my love, your heroic Spike will have saved you!

Day Five: Movie Night

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Day Five: Movie Night

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

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

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

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

* Shoo be doo, shoop shoo be doo… *

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Mare of the Night has fallen,

And who fears the day?”

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

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

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

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

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

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

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

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

“Er, Rarity, what’s wrong?”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Ardi said nothing.

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

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

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

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

He was owed one, wasn’t he?

* * *

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Oh, no, no!

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

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


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

* * *

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

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

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

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

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

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

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

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

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

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

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

Rarity’s laughter filled the theater.

The hay?

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

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

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

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

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

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

The tent serving meat?

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

* Shoo be doo, shoop shoo be doo… *

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

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

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

“No! Don’t burn it!”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

* * *

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

* * *

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

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

* Shoo be doo, shoop shoo be doo… *

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

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

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

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

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

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

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

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

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


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

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

“Rarity, what’s wrong – AAAAAAAAAH!”

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

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

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

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

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

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

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

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

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

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

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

Spike looked at them in confusion.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

* * *

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

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

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

“P—Princess Luna?”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“That may not be a problem. Twilight?”

“Y-yes, Princess?”

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

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

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

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

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

Day Six: Deal With A Dragon

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Day Six: Deal With a Dragon

“More sweet tea, my dear?” Spike said, smiling broadly at “Rarity” where “she” sat across from him. He held the pitcher up.

“Why, of course, Spike.” The unicorn mare returned the smile, not even bothering to hide her mouthful of wolfish fangs. When Spike blanched, “she” added, “Oh, and please, remember to bring some nice raw meat next time.” The look on Spike’s face went from uneasy to annoyed as he flung the pitcher down.

“Oh, come on! The real Rarity wouldn’t ask for raw meat.”

“Well, then, maybe you should wait for ‘the real Rarity’!” Ardi got up with a growl. He huffed, “I’m letting you practice for your big date with her on me, I should get something for my pains.”

“You are getting something,” Spike said loftily. Ardi glared at him as the little purple blackmailer folded his arms across his chest. “You get to not be outed to the whole town as that wolf they’re still worried about, remember? And if it’s not too much, I really prefer it when Rarity,” his voice went all dopey and dreamy again, “Calls me ‘her little Spikey-wikey’.” Ardi growled at that. Unfortunately the little flamethrower had a point.

The wolf strode away from the spread blanket, set out just far enough from Fluttershy’s house to keep some distance from her animal friends. He arrived early at her hill-house to find them in a panic at his presence. Ponies might not be able to tell who he really was while encased inside this Rarity-suit, but Fluttershy’s animals knew him. The maresuited wolf looked at the Everfree, green-crowned trees rising and the last of the early morning mist clearing out from under them. He wondered if that big green dragon was really still looking for him. And speaking of dragons? He turned and looked back at Spike, who was impatiently tapping one clawed foot against the ground.

“Fine… darling,” Ardi added that at the last moment, in place of the word he wanted to use for the scaly extortionist. He trotted back over to the blanket and picnic basket, reached inside to bring out a small bag of gems. He spilled them into Spike’s claws, yellow and crimson and emerald. As Spike licked his lips Ardi added, “Oh, just a little token of my appreciation, Spike… y-wikey.” He shuddered at saying the last words. “You know, you’re so young, I doubt she has a thing for you. You might do better with her little sister.”

“Sweetie Belle?” Now it was Spike’s turn to shudder. He spoke through a mouthful of gemstones. “No thanks. One time I danced with her at Shining Armor’s big wedding. She kept stepping on my claws. Nice filly, but she has four left hooves.” He licked one of the larger stones, a ruby roughly the size of his fist, once or twice before biting it in half. Despite himself Ardi watched with fascination, wondering how the little dragon didn’t break his own teeth doing that. Spike returned a dreamy look. He patted the blanket next to him. “Shall we… sit closer, my dear?”

“Wait, what was that about a wedding?” Ardi said fast, wanting to distract him from this scent-trail of thought. “I think I heard Fluttershy mention something about it, about how some bug-ponies attacked and caused trouble?”

“Huh? Oh, yeah, the Changelings.” Spike shrugged. “Twilight and the rest helped her big brother Shining Armor and his wife Cadence chase them away. They scared the ponies a lot, though; I’ve seen a lot of pulp magazine stories about them. And you saw that movie yesterday.” While Spike spoke, he moved closer to Ardi, and finally set a claw on ‘her’ hoof. “But enough of such subjects, fair Rarity. I’d much rather discuss us.”

“Yeah, that movie.” Ardi yanked his “hoof” back. “Heh. These ponies don’t know what a fight is if they thought they were staging one there.” He hesitated, and then remembering that other little problem, swallowed hard and slowly took Spike’s claw. “But, really, Spike, I suppose I do have some rather important questions to ask you.”

“Really?” Spike said, his eyes glowing. The look of delight on his face faded at the wolf’s next words.

“I mean wolf-me. Ardi, not ‘Rarity’.” As Spike sat back with a scowl, his arms folded, Ardi said, “Rainbow Dash and Applejack said you’re an expert on dragons.”

“Huh?” Spike said uncertainly. He looked at him, confused, before quickly adding, “Oh! Uh, yeah. Been studying ever since the Great Dragon Migration. I know pretty much all there is to know about dragons.” He idly inspected the back of one claw as he spoke. Ardi frowned. Something about this reminded him of some packmates who would boast of their skill at hunting various prey animals and monsters, only to turn out to be something less than experts when the time came. Unfortunately, he had little choice, so he pressed ahead. Maybe he’d better butter the little guy up some.

“Spike, dear,” Ardi purred, trying for his silkiest “Rarity” voice. Judging by the poleaxed look on Spike’s face, the little dragon was giving “Rarity” his full attention as Ardi asked, “Say somewol – somepony, unintentionally stole a few odds and ends from a dragon’s den. Oh, nothing special or really expensive,” he quickly added upon seeing the wary look cross Spike’s face. “Just, say, a few old coins, a bag or three of gems. Nothing anyone with a big hoard would really miss. But if for some reason the dragon was actually offended, just how would you go about making it up to them?” Ardi despised the almost pleading tone of his voice at the end. But this was something he needed to know. He glanced at the deep depths of the Everfree and shuddered at his memories of how he’d left it last.

“Huh? Plundering a dragon’s hoard?” Spike giggled. He fell on his back and rolled, claws folded around his belly in draconic amusement. Ignoring Ardi’s fangtips showing at “Rarity’s” lip, he said, “Oh, man. Anypony who did that would be dead meat. Dragons never forgive hoard thieves. Not unless you can pay back four or five times what you took. And if you can get another dragon to officially apologize for you.” Spike sat up, wiping a tear from his slit-pupil eye, and froze upon seeing the wolf’s face. “Hey, wait, Applejack and Dash told me about that wolf, I mean you, running out of the Everfree with a dragon on your tail, and…” Spike broke off, and asked in an oddly quiet voice. “Was he big and g-green?”

“Yeah,” Ardi said, and then by what was now force of habit, “I mean, yes he was, darling. Why, what difference does it make? If I can spend some of Rarity’s gems, and you talked to him…” Ardi sank back down on his belly, wondering if he’d have to wear this hide forever.

“Oh, nothing,” Spike said entirely too quickly. Something about his answer made Ardi glare at him. The little dragon was already on his feet and gathering the blanket up. More like tossing it into the basket he’d brought with him, along with the plates and silverware and bottle of iced tea. “Oh, wow, look at the time! Twilight gave me chores and… lessons, and stuff, to take care of while she was gone. I’d better get to them.” He gathered everything up and hurriedly said, “Thanks for the lesson I really learned so much about how I’ll talk to Rarity when the time comes. Oh, and I won’t be saying anything about you to anypony. Next time tomorrow afternoon. Bye!” He turned and all but raced off for the library. Ardi licked his or rather “Rarity’s” nose and huffed his annoyance. Everything still smelled like flowers!

But did he detect a thin trace of fear left behind by Spike?

Ardi turned and began heading for Fluttershy’s, she’d promised him more of that bean mash – he shuddered – and then it happened. The wind howled and something caught at it with a heavy and frightfully familiar thump. Something roared, mingled with the sound of wood rending and snapping. Birds and beasts alike shrieked and yelped and squealed in terror.

And worst of all in the midst of it, Fluttershy’s scream, high and shrill and terrified to death.

“Fluttershy!” Ardi raced for her hut, head down, not caring if anyone saw him running like a wolf. He snarled, fangs bared, as he topped the small rise leading down to her house. Whatever was hurting his sole real friend in this town was going to discover what the wrath of a Stalliongrad wolf felt like, and –

He froze, skidding to a stop. Or he tried to. Ardi’s feet went out from under him and he rolled down the hill, fetching up against the side of Fluttershy’s assailant.

It was the dragon he’d robbed, towering over Fluttershy’s house. Green scales shone in the sunlight and his eyes seemed lit from within as the dragon bent his head down on his long neck to stare Ardi in the face. The wolf snarled at himself to run, to help his friend, to do something, anything, but for some reason he could only stare at his reflection in that giant eye. “Rarity” looked haggard, her coat and mane and tail a mess, like Ardi remembered looking when he’d first come to Ponyville. The dragon pulled back slightly, letting him see how, inside one clenched claw, Fluttershy kicked wildly to escape. Or at least her hind legs did; the dragon held her head downwards, her head and front half of her body hidden from sight in its claw.

“Pony,” the dragon said, his voice a sharp crack like pine trees snapping in a harsh freeze. Little wisps of flame and smoke escaped his jaws, the fangs as long as one of Ardi’s legs, as he said, “Pony. Listen to me. Your village is hiding the thief who stole from me. I want that wolf, and I want him by the end of the day or…” He squeezed his claw slightly. Fluttershy made a sort of choked squimper and froze up, her long pink tail shivering.

“We’ll repay you,” Ardi heard someone say in a fearful yet lovely voice. He knew it couldn’t be him, he was too frightened of this horror to speak, but then who else could it be? “I, I have gems, lots of them. I’ll give them all to you if you let Fluttershy and the wolf go.”

“Let them go?” The dragon made a sound like steam escaping the world’s largest kettle. It took Ardi a moment to realize that the dragon was laughing. “If you can find a dragon to speak for him and all of you, and if I am willing to accept what you offer me, then fine. Ask the thief where my lair is. He will know how to find me.” Ardi heard panicked neighs and whinnies from the town, thin and shrill at this distance. The dragon spread his wings with a sound like sails catching a wind gust. It seemed to barely crouch and then with a mighty heave it sprang into the air. The wings beat, sending gusts down. Ardi coughed and gagged on the leaves and dirt they threw into his face, but he didn’t close his eyes. Ignoring their tearing, he watched the dragon flying back off into the Everfree with a last roar of, “Either his apology, his blood, or hers,” he shook Fluttershy again, “Or I’ll come back for another pony tomorrow. Maybe you!”

And with a last roar of defiance the dragon flew off over the Everfree.

* * *

“Spike! Spike! Get off your scaly backside and open this door!”

“Huh?” Spike stretched and yawned. The library was closed today, and after that practice early-morning “date” with “Rarity”, he felt no desire to leave bed until noon at the earliest. Apparently some ponies just couldn’t take a hint. “Yeesh, I’m coming, I’m coming.”

He went downstairs, past the stacks and to the door. He could only barely make out whichever pony it was at the door. They sounded frantic as they pounded on it. Huh, the whole town sounded upset for some reason.

“Spike, unless you open this door right now I’ll kick it in and bite your scales off!”

“Okay, okay,” he grumbled as he opened the door. “Now what’s the emergency – AAAAHH!”

He found himself looking up into a frantic pair of blue eyes set in the face of a very familiar and lovely white unicorn. But as Spike looked closer he saw that ‘her’ mane and tail were a mess. Also, ‘she’ panted in a most un-equine fashion. He winced at the smell of meat and soybeans on her breath as it blasted into his face. ‘Rarity’ took a deep breath and said:

“Spike, I need you. Right now!”

“Huh?” Spike got up and hastily backed away. “Uh. Look, Ardi, I’m kinda flattered, I think, but no matter how much you look like Rarity you’re not my type.”

“Wait, what?” Spike fought not to flinch back as ‘Rarity’ bared wolfish fangs at him and flattened her ears in anger. “Not that, you ninny!” Ardi began panting again and started swaying on his, her, “Rarity’s” legs. “Fluttershy – dragon – it’s after me – have to have – another dragon – to speak for me – I – need – help!” Ardi fell down on his haunches, gasping. He managed to say in a somewhat calmer voice, “Didn’t you hear what was going on?”

“Wait, what dragon?” Spike looked out the door behind “her”.

Ponies were stampeding in every direction, shrieking and whinnying in fear. Daisy and the other two Flower Ponies galloped past, Lily yelling, “The horror! The horror! We’re all going to end up dragon food, and it’s that wolf’s fault! The horror! The horror!”

Spike looked back at Ardi, scratching his head. “Uh, no offense, ‘Rarity’ but this sort of thing happens around here about once a month. Ponies are panicky in case you hadn’t noticed.” He recoiled as Ardi growled at him.

“This time they’ve got good reason! Listen.” He took a deep breath and said in one rushed burst, “The dragon I stole from came back to Ponyville and he’s kidnapped Fluttershy and said he’ll kill her and me too unless I can repay ten times what I took from his hoard and I need another dragon to stand up for me and you’re the only dragon I know so please help me save Fluttershy!” As he’d spoken Ardi moved closer to Spike, who kept stepping back until he bumped up against the wooden table in the center of the library. The little dragon grinned nervously as Ardi grabbed him with ‘his’ forehooves and said, “We gotta get going! Climb on my back, we’re heading to the Boutique!” With those words he plopped Spike onto his back, staggered a second, and then spun and raced out the door.

“Whoa! Hey, wait! Stop, wolf!” Spike grabbed two handfuls of mane and held on for dear life. Ardi paid him no attention, taking the little dragon on a wild ride across town, dodging stampeding ponies. Past Town Hall, where squawking griffins and pegasi were striking tents and loading caravans. He barely slowed down to open the door of Carousel Boutique rather than just crash through. Once inside the wolf headed straight for Rarity’s gem bins, overflowing with diamonds and emeralds and rubies, all coldly shimmering, looking downright juicy. Spike unconsciously licked his lips at the sight. Once there Ardi sat down. Spike gave a yell as he rolled off onto the floor. The wolf stuffed a saddlebag into Spike’s hands and took one himself that he began stuffing full of gems.

“Come on, dragon, hurry up and get to work.” Spike picked up a ruby and gave it a lick. He froze when Ardi gave him a growl. “No tasting, we need these to save Fluttershy!” Spike sighed but began stuffing the bag full of precious, delicious jewels.

“Big sis! I mean, Ardi!” Sweetie Belle pushed in between Spike and the wolf. “What’s going on outside? Why is everypony so scared? And hey, why are you stealing my big sister’s gems?” Sweetie tugged at the bag in Ardi’s hooves. He bristled but calmed himself.

“Sweetie, listen,” he said. Spike saw him take Sweetie in his forelegs much the way Rarity herself might have as he said, “Something bad’s happened to Fluttershy, and something worse might happen if I don’t use these gems to get a dragon to let her go.” Sweetie gasped, her green eyes going wide.

“Hey, maybe I can get the Cutie Mark Crusaders and we can help?” She trotted back and forth as Ardi filled one bag full and began working on another. Sweetie added, “Why don’t you use my sister’s cart out back? That’d hold all of them!”

“It would? Wonderful!” He nuzzled Sweetie. Were it not for the mess “her” mane and tail were in, Spike thought he would have looked just like Rarity then. Ardi said, “Sweetie, if you can get that cart and bring it around front, that’d be wonderful. Can you do that?” Sweetie nodded at him and raced off. Ardi turned to go back to getting the gems, only to freeze. Opal sat atop the nearest pile, lightly scraping her claws against them and giving him a truly evil glare.

Spike wondered what they’d do now, but then Ardi stuck his nose right into Opal’s face and snapped; “Listen up, cat. I hate you and you hate me. But you love Fluttershy, and I do to. And unless I can give these gems to a dragon for her life he will kill her. Now move aside, and no more trouble!”

Opal gave the mare-suited wolf a measuring stare. Ardi just cocked an eyebrow. Opal leaped down from the gems and slowly went up the stairs in a very obvious, “because it pleases me” fashion. Ardi got back to work, hoof-sheathed paws raking through the gems. Spike hesitantly cleared his throat.

“Uh, so, Ardi… what’re we gonna do when we get to the dragon’s lair?”

“What do you think?” Ardi indicated the gems with a sweep of ‘her’ luxurious tail. “Give these to the dragon, ask forgiveness for Ponyville and myself, and then leave.”

“Yeah, but what happens when everypony in town finds out who you are? I mean,” Spike said quickly to the stunned-looking wolf, “We’re gonna need help to get through the Everfree. Applejack and Rainbow Dash and Pinkie Pie are going to want to help save Fluttershy. And according to everything I read about dragons in Twilight’s books, you’re going to have to identify yourself when you ask it to forgive you. And if they’re around when you ask, well…”

Ardi froze as he thought about what that would be like.

“So! Y’all were hidin’ among us the whole time, were ya?” The palomino mare snorted and lowered her ears as she forced Ardi back against the amused and gigantic dragon. “If ya woulda said somethin’ ‘fore this, Fluttershy wouldn’t have gotten hurt!” She pointed over at the whimpering butter-yellow Pegasus, too frightened to even notice what was going on around her. The rainbow-maned Pegasus and the fluffy pink poisoner glared daggers at him where they hugged her.

“But, but,” Ardi whimpered. He cringed away from the painfully hot scales covering the dragon’s belly. “But you wanted to make a rug out of me!”

“You won’t become a rug,” the dragon rumbled in an amused tone. Ardi yelped in panic as it picked him up by his, er, ‘Rarity’s’ tail and dangled him before its face. “You’ll become a tasty tidbit instead! Hmm, fresh wolf wrapped in unicorn; I think I may have just invented a new snack!” The jaws opened wide beneath him and Ardi dropped into them with a shriek, with everything around him being darkness and wet stretchy walls leading to that furnace belly…


“We’ll just have to make sure they don’t find out,” Ardi told him. “We sneak out of town, and…” His voice choked off as a knock and a fearfully familiar voice came at the door.

“Hey, Rarity, ya in there? C’mon and open up, we gotta get goin’ and save Fluttershy!” More voices joined hers.

“Yeah, hurry up, Rares! We gotta save Fluttershy and find that scuzzy wolf!”

“Come on, Rarity!” Ardi choked at the sound of the pink poisoner’s voice. “I bet I can find that wolf with my Pinkie Sense. Gee, it’s pointing here for some reason!”

Ardi backed away from the door as Sweetie trotted back into the room.

“I got the cart all set up at the back of the Boutique, Ardi. Wait, who’s at the door?”

“Sweetie Belle!” He turned and picked her up. Sweetie stared at him with wide eyes as he said, “Sweetie, I have to ask one more favor.” Ardi pointed at the door. “Please, please stall them!” He and Spike hurriedly began gathering the bags together, dragging them to the back door. Spike hurried out with most of them. Ardi hurriedly threw a pair of saddlebags over his sides as Sweetie looked at him.

“Uhh, okay, what do I tell them?”

“I don’t know! Say I’m not decent,” Ardi headed for the back door. “Tell them I’m in here with Spike and he’s not decent! Whatever!” He headed out the back as Sweetie called after him.

“Okay, but what’s ‘not decent’ mean?” By that point Ardi was already outside, heading for the traces of the cart. Ardi grunted as Spike tightened the girth straps across his chest, stretched his neck to try and get some air. His body looked like a pony’s, but it wasn’t built the same. He just hoped he had the strength to pull the cart. Spike then peeled a branch off a small tree nearby and clambered up into the cart. Gems filled the body of it behind him. Ardi hoped they’d be enough.

“Hyaah, mule!” Spike yelled behind him, and lashed down with a switch he held. Ardi yelped as it lashed against his back, dug in his feet and started pulling. Nothing happened. He almost sobbed and pulled harder. Did he feel it move, if only slightly?

Voices rose inside the Boutique, and Ardi winced to hear hooves heading for the back door. “Huh? Rarity and Spike? Not decent? What the hay are you talkin’ about, Sweetie?”

“Dang it, Rarity, come on!” The palomino’s voice spoke up again. “This ain’t no time to get all gussied up! We gotta find that wolf, an’ when Ah do,” Ardi froze at her next words, spoken in a voice that burned with anger, “Ah’m gonna buck him right outta his pelt!”

Those words gave him a renewed strength. Ardi dug in and heaved. The cart resisted a moment longer, and then cart and tiny dragon and mare-suited wolf were all racing across the railway tracks and over the small bridge into Ponyville, heading across town for the Everfree Forest. Ponies neighed and dashed out of the way; griffins cinched up traces of their caravans and overloaded wagons, the first of them already taking wing.

“Ahhhh!” Ardi heard Spike digging his claws into the wood of the cart. The dragon yelled down at him, “Slow down, you crazy wolf! Slow down! You’re gonna smash into something!”

“No! Time!” Ardi gasp-panted back at him. He barely dodged around the three panicked flower ponies he’d seen earlier as they dived into the fountain in the town square to escape. They rose spluttering and soaked as he passed with a yell of, “Sorry, darlings!” Then down one more short but broad street, broad enough at least for ponies to press back against brick and half-timbered walls. The blue and pink ponies who’d been out hunting him were cleaning in front of a flowery-smelling tent-building. They stared after him with wide eyes. Ardi wondered briefly what sort of a reputation he was leaving to the spear-head whose form he wore. No matter. If he didn’t save Fluttershy and himself, he’d never be in a position to care.

Then they were past the poisoner’s gaudy bakery, past the schoolhouse from yesterday, down the road leading to Discord’s Demense. A couple cottages on the outskirts, then they were out of Ponyville proper, dashing past the West Pasture.

The road jogged to the left at Fluttershy’s house. Spike yelled green fire as the cart took the corner on one wheel, then they were speeding down the Everfree Road, rail fences on one side and the dark wall of the forest on the other. Past the South Pasture, past the Carrots’ farm…

Near Sweet Apple Acres, Ardi swerved into the forest along the same trail he’d used to enter a few days before. Coming from beyond it, the manifold noises of Discord’s Demesne.

Home free! Despite everything Ardi grinned. I’ve done it! Just me and Spike, and…

Something dropped down between him and the woods with a wild yell. At the same time something rough slithered around his neck from behind, cinching tight.

Ardi shrieked and slammed all four feet down, barely stopping before running into that flier-pony who wanted his tail. She glared at him. He choked and gasped as he worked against whatever monster’s tentacle was wrapped around his neck. Ardi stopped when the palomino came up beside him and with a flip of her head took the lasso from around his neck. He gasped as he felt air entering his lungs again. The palomino came up on one side of him while the pink poisoner bounced up on the other, looking more confused than furious. The palomino snorted and shoved her snout up against his.

“Yah didn’t really think this would work, did yah?”

Ardi just gulped.

They know!

* * *

Actually, they didn’t.

Ardi heaved a sigh of relief when they revealed that they were there simply to make sure that she got to the dragon’s lair intact, along with the gems and Spike. However they did insist on “her” sharing the plan with them. And as the mare-suited wolf and small dragon went deeper Discord’s Demesne, what the ponies called the Everfree Forest, accompanied by the flier-pony and the two earth pony mares, all of them bearing saddlebags of gemstones, they told “Rarity” at length what they thought of her plan.

“Horseapples, Rarity,” the sharp-voiced flier – no, her name was Rainbow Dash – said as she flew alongside the wolf. “That’s your big plan? Give all your gems to the dragon and hope he lets Fluttershy go?”

“And the wolf too,” Ardi quickly added. At Dash and Applejack’s suspicious looks, he added, “I mean, it’d be simply cruel of us to let that horror, oh sorry Spike,” the dragon sniffed and hmmphed but let it go as he finished with, “hurt the poor wolf. I mean, all he did was run into town in a panic. Er, or so Fluttershy told me.”

“Ah, he’s a wolf an’ all wolves are trouble,” Applejack said in a tone that brooked no argument. Ardi bristled, and her next words did nothing to mollify him. “This whole darn mess is its fault. He hadn’t a’ run into town like he did, after robbin’ that dragon’s hoard, then none o’ this woulda happened!” She looked ready to say more, only to fall silent when the pink poisoner – no, wait, her name was Pinkie Pie – started to speak.

“Aw, come on, AJ,” she said, bouncing along tirelessly. Before now Ardi thought wolves the most enduring of beings, but after several hours of heading for the dragon’s lair Pinkie seemed as fresh as when they’d started. “It’s not like the wolf wanted this to happen. And hey, maybe he was just scared and looking for a place to hide…”

At least somewolf’s on my side, Ardi thought. He kept swiveling his ears, trying to catch every alien sound. Which in Discord’s Demesne, meant virtually every sound around him.

“…And besides, if we ever find where he’s hiding in Ponyville,” Ardi almost thought that the pink one aimed a meaningful look at him, “Then we can watch you and Dash kick him into a rug! And say, Rarity, is something wrong? You look kinda sick or something.”

“Oh nothing, Pinkie darling,” Ardi choked out. Then again, maybe not on my side. He trotted along with them silently, thinking. How am I going to keep them busy while Spike and I save Fluttershy, to say nothing of myself? He tilted “Rarity’s” muzzle back and sniffed deeply. Once again, flowers everywhere. Blasted pony-suit nose. No. Wait. He sniffed even more deeply.

“Uh, something wrong, ‘Rarity’?” Spike said from astride his back. Ardi grunted a bit and sat down, letting Spike dismount. He groaned with relief. That little lizard was heavier than he looked. The three mares watched as Ardi sniffed again. There it was. A scent that mingled old meat and the sharp musk of a serpent’s den with sulfur. And ahead, just visible through the thick trees, that weird independent rock formation that was so frightfully familiar.

“This is it, girls,” Ardi said, wishing his voice sounded a little stronger. Part of him wondered if Rarity would sound so frightened. Probably not, he thought. She defeated mad gods and even Nightmare Moon. She’s not a mere helpless mortal like me. He looked at the other three and hope suddenly blazed up within him. Then again, neither are they. He cleared his throat and said in his best Rarity-voice, “This is it, ladies. The dragon’s lair is right ahead. Now give Spike and myself the gems, and we’ll go on ahead alone.”

As he’d thought, everypony started complaining at once.

“Whoa, Rarity, ya know we can’t let ya go an’ do that!”

“Yeesh, Rares, are ya crazy!”

“Umm, maybe we should all meet Mister Dragon and try and get him to laugh this all off?”

“Remember how that worked the last time?”

The last time?

“Listen to them, ‘Rarity’,” Spike said. The little dragon looked at the lair and gulped audibly. “I mean, it’d be silly not to use everything we have to handle one measly full-grown and angry dragon, right?”

Ardi waited for them to finish. Only then did he speak. “Girls, now listen. We’re here because the dragon is angry at somewo – I mean pony for invading his lair, right?” Three mares and one tiny dragon all nodded, looking curious. Ardi continued. “Well then, if he sees a whole pack of ponies entering his lair, he’ll just get angrier. He’ll probably think that we’re here to steal his hoard.”

“Yeah,” Spike said, like the words were dragged from him. “I’ve seen this dragon before, a couple of years ago when I ran away after Owlowiscious showed up. He’s really defensive of his horde, of all those,” Spike licked his scaly lips with a long forked tongue, “Of those emeralds, and rubies, and oh, the lumps of turquoise were just divine, with only a hint of gold…” He broke off when he realized they were staring at him in annoyance, wiped the drool from his chin. “Heh. Oops, sorry.”

“Anyway,” Ardi said, indicating the rocks with a toss of “her” tail, “If only Spike and I go ahead, then the dragon will be at least a little inclined to talk. Especially when he smells and sees the gemstones we’ve brought him.” He lightly tapped a hoof against one of the saddlebags Applejack bore. “Besides if anything does,” he gulped at the sudden mental image of dragonfire washing over him, “Does go wrong, then all of you will be available and ready to help. And you’ll have the element of surprise.” Ardi finished with a big smile that he hoped looked more confident than he felt. Applejack, Dash, and Pinkie looked at each other. A moment later Dash and Pinkie nodded.

“Okay,” Applejack said as she and her friends set their heavy saddlebags on Ardi. He staggered under them but bore up as she said, “We’ll be waitin’ here for ya to come back with Fluttershy. But ef ya ain’t back in, say, fifteen minutes, we’re comin’ in ta help ya. Understood?”

“I think five minutes would be more than long enough –“ Spike began, only to stop when Ardi slapped a hoof over his mouth.

“Oh, Spike, such brave little fellow to be joking right now!” Ardi grinned at the others, got behind Spike, and lowered his head and began pushing him towards the dragon’s lair. “We’ll be seeing you in a moment with Fluttershy, girls!” Spike dug in his heels but Ardi still managed to get him around the corner of the rocks and out of sight of the ponies. When they did the wolf growled, “Okay, scales, now what’s the problem?”

“Uh, this dragon? I think you need to know something about him. And me.” Spike looked at the open cave mouth, big enough for even the largest dragon to use without having to duck. Old clawmarks showed against the floor from where he’d scratched the granite absently when leaving or returning, and a reek of rotten eggs and meat came from within. Ardi noticed the old blackened bones he’d seen before when he’d snuck inside to snitch a few pieces of treasure as well, lying in profusion to either side of the cave’s mouth. Spike gulped and said, “I kinda sorta stole some of his hoard once myself. And he might remember me.”

For several seconds Ardi said nothing. His eyes went wide while the pupils shrank down to near pinpricks. His muzzle worked, lupine fangs visible by velvety pony lips, as he slowly forced out. “And you waited until now to reveal this why, exactly?”

“Hey, don’t snarl at me! You didn’t say which dragon it was.” Spike pouted and said, “Besides, you’re the one that robbed him.”

“Oh, I’m sorry,” Ardi said, “Rarity”s voice dripping venom. “I didn’t think I’d need to establish a list of exactly which dragons wanted to kill my assistant!” He looked into the lair. “Besides, why would someone leave their home wide open and unguarded?”

Spike pointed at the bones. “Those didn’t warn you?”

“This is Discord’s Demesne! Everything out here can kill you!” Ardi lowered his muzzle and shook his head. The purple ribbon of a mane spilled about his eyes. “Look, it, it doesn’t matter. What matters is getting Fluttershy out and saving both Ponyville and my own neck too. Can we just get going before my nerve gives out?” He looked up pleadingly. Spike scowled at him. Ardi remembered that look Sweetie had used on him and tried it out. Spike growled and looked away. Ardi tried harder, uttering small puppy-like pleading whimpers as he crawled towards the little dragon, belly almost to the ground.

“Yeesh, okay, knock it off!” Ardi leaped to his feet, grinning. Spike just shuddered. “Man, but that was scary. You look too much like Rarity.” He turned and headed for the cave mouth. “Okay, let’s get going.”

Laden with the gems, Ardi and Spike entered the cave. The air inside should have felt cooler, shadowed as it was, but as soon as he stepped in the wolf started to pant. He could feel the oven-like heat coming right through the mare-suit. Smaller passages went off to the sides. Ardi hesitated, wondering which way to go.

“Never mind those,” Spike said, his voice low. “They’re just old storage chambers. He’d keep food or prisoners in there when he didn’t expect company. He’s gonna have Fluttershy with his main hoard. So gee up there!” There came the sound of a hard slap, and Ardi jumped and barked unexpectedly at the feel of a hard scaly palm smacking his backside. He gave Spike a furious look. The dragon grinned unabashedly. “Sorry, but I always wanted to do that.”

Grumbling, Ardi moved forward. A glow grew ahead and he slowed, taking one last deep breath. He went forward the last few paces. Spike’s clawed feet scratched against the stones behind him, and then Ardi found himself in the presence of the dragon.

He looked so much bigger than before. Ardi told himself it was just the effect of the dragon looking against the cavern walls and ceiling, and maybe the effect of his hoard spread out around him – piles of gems shimmering with their cold fire, fiercely glittering golden and softly shining silver coins from lost Equestrian mintings, finely-tooled saddles and bridles, even shining barding and lances from long-gone would-be pony and griffin dragon slayers.

And the dragon himself, towering over it all. His scales shone like emerald mail in that light coming from fancy-worked brass lamps from Saddle Arabia he kept hanging from the ceiling. Also hanging from the ceiling was a songbird’s cage big enough for a pony. In fact, a pony was inside it right now. Fluttershy was singing in very bad tune, hooves hobbled and a sort of hood covering her eyes. The dragon, for his part, looked at her in amusement. The wolf wondered if he even knew they were there. He didn’t know he’d spoken aloud until the dragon responded.

“Pony,” he said, “and hatchling. I feel your air. I hear your breath, and I smell your fear.” He turned his massive head around and looked down at them. He sounded bored, but even through the reek and flower-smell Ardi caught the sharp anger in his scent. “Now tell me, are you here with the wolf and my treasure?”

“Yes, and no,” Ardi said. “We have gifts for you, and we bear an apology as well.” He and Spike quickly laid the loaded-down saddle bags down before the dragon. The dragon looked down. Lazily he reached out with one sharp claw the length of a hunting spear and sliced the nearest one open. Gems spilled forth, a princess’s ransom even by Equestrian standards. The dragon picked the entire bag up and tossed it into his mouth. Two stony crunches and it was gone. He looked back at Ardi.

“Thus far I am unimpressed,” he said, sounding very bored. “I trust the apology will be better than the gift.” He lowered his head down until Ardi could catch sight of himself in the dragon’s eye. “For your sake, little unicorn, it had better be.” He then turned his gaze to Spike. “And this is the speaker for your town and that wolf? He doesn’t seem old enough to be out of his egg. But wait,” He sniffed, his long forked tongue slipping out to taste the air. Spike swallowed and grinned nervously as the dragon said with a new angry rumble entering his voice, “He smells quite familiar, somehow.”

“Oh, he just has that sort of a scent,” Ardi said, putting his forehooves on the dragon’s muzzle and smiling at him. It glared at him. He gulped but didn’t cower, saying instead, “Now how about you take the gems and the apology, and agree to let Fluttershy there go free, along with Ponyville and the wolf? I mean, unless you’d like me, Rarity Belle, a heroine of the realm and Titular Countess of Lipizzan, to go and ask her very good friend the Burning Queen, Princess Celestia, if she needs to come and ask?” Ardi dropped back as the dragon raised his head up. Spike came up beside him.

“You shouldn’t have trotted out the big guns,” he said. “Dragons don’t like feeling like they’re being forced into something.” Ardi kept a calm smile on his, or rather Rarity’s, muzzle while he whispered to him.

“Hey, if some name-dropping keeps me from getting either devoured or incinerated…” Before he could say more the dragon spoke.

“You’re known to Princess Celestia? You’re Rarity, the Countess Lipizzan?” The dragon sounded thoughtful and even a little concerned. He thrust a claw at Fluttershy. “And her, is she nobility of the Equestrian court as well?”

“Why of course,” Ardi purred out, very glad for once that he was inside this mare-suit. It dulled the instinctive lupine body language that would have shown how he lied to anyone who knew wolves. “Oh, my yes, we all became countesses when we defeated and exiled her mad sister Nightmare Moon. And the Twisting One, and so many minor threats besides.” Spike seemed dismayed for some reason, coughing and hacking as he tugged on Ardi’s tail. The wolf ignored him, twitching ‘her’ tail away and saying, “Why, sometimes Celly – she likes us to call her that, you know – sometimes Celly drops by for some tea and to ask us for some advice on how to run the country. Poor dear Burning Queen, she seems so run down by the cares of her position. Sometimes it’s all she can do to prevent herself from killing some annoyance right then and there, but if I begged for mercy on your behalf she might just… YEEK!” The world spun around Ardi’s eyes as the dragon lifted him into the air. He found himself hanging before that muzzle, with the scaled lips curling back over the fangs in a draconic smile.

You know Princess Celestia, do you?” The dragon’s smile grew even wider. Hot breath blasted out from his mouth to strike Ardi with a moist heat as the dragon said, “Rarity, countess of her court? Who helped exile the Nightmare? Who saves the innocent from the fiery wrath of the Burning Queen?” He chuckled, a sound like rocks grinding together. “I’m afraid I very much doubt that, given that ponies never refer to their princess as ‘The Burning Queen.’ Only wolves do. Wolves like the one who robbed my hoard!” Then with a mighty intake of breath he shoved Ardi against the end of his muzzle. Ardi gasped as he felt the sudden inrush of air as the dragon took in his scent. He shuddered as that long tongue, sticky and slimy and thick as a cable, slipped out and around him before withdrawing as the dragon hissed in a tone devoid of any amusement. “A wolf. Like you. Exactly like you.” Ardi gulped as the monster held him up by the tail and before its eyes. “What illusion did those ponies hide you under, you miserable vermin?”

“I-I-I…” Ardi tried to think of something, anything, to say as that maw opened before him. White swords of fangs lined a wet crimson cavern. He almost swore he could see the words Here lies a dead wolf on one of those fangs. “It’s not an illusion! It’s the real me! I mean, the almost real me! I'm stuck inside a magical maresuit! And I’m sorry I robbed your hoard! I didn’t know it was yours, please don’t eat me!”

“WHAT?” The dragon held the thrashing “unicorn” close enough that Ardi could have stuck his nose into the dragon’s eye, aglow now with its inner fires, if he dared. “Syhlex’s fires, what? A ponysuit? I want an explanation!” The wolf all but rushed through his story, starting with entering Ponyville and ending up inside the Rarity-suit. When he finished the dragon threw its head back and roared with laughter, pounding the floor with his tail hard enough to send some of the smaller stalactites hanging from the ceiling crashing down.

“Oh, a-hahaha!” The dragon bellowed with laughter, actually wiping a tear from his eye. “How could even a wolf be so stupid?” Ardi winced and snarled, only to gasp at its next words. “I’ll be doing you a favor when I put you out of your misery and into my belly.”

“Don’t you dare!” Ardi heard Fluttershy cry, and from somewhere down below there came a dim thud. The dragon looked down as did Ardi. The wolf fought to keep his lunch down. The floor of the cavern looked so very far away. And down there, lining up a minotaur battle axe almost as big as he was, Spike swung it against the dragon’s ankle to utterly no effect.

The dragon rumbled out something like a sigh. Then with stunning speed he reached down and snatched Spike right off of his feet. Little Spike yelled in panic as he found himself held up before the dragon’s eyes. The dragon looked from one to the next.

“Two meals for now,” he growled. He looked at Fluttershy’s cage. “And then a nice light dessert, and later, that entire wretched town. Just for hiding you.” Ardi yelped as the dragon shook him by the Rarity-suit’s tail. The dragon said, “That should teach any survivors not to hide hoard thieves.”

“N-no!” Ardi tried to get his attention. Part of him wondered why he was trying to defend a bunch of ponies who didn’t even like him. The other, larger part of him felt he could die with some sort of peace if he only saved Fluttershy and Sweetie Belle. He waved his hooves wildly, yelling, “Don’t do it to them, they didn’t know! It was my fault, I ran to hide there, I put this costume on…” He broke off with a gasp as the dragon swung him around by the tail for a few moments. When it stopped, Ardi hung with a groan, working very hard not to be sick.

“Quiet, you,” the dragon said with a scowl. He turned to Spike. “And you, little cousin. Why do you help this thief, or those ponies? Syhlex’s spawn should stick together, and…” He looked closer, his brow furrowing. He sniffed deeply. Spike groaned in disgust as that tongue came out and slithered over him. The dragon said thoughtfully, “I still think you smell familiar.” Then his eyes widened. “Wait! I remember! That filthy little hatchling a few years ago, the one I found inside my lair, eating my hoard!” He turned and snarled at Fluttershy, “Oh, you vile ponies, you were hiding him too, I’ll burn your whole miserable den of thieves to the ground, and…”

And it happened.

Spike belched loudly and a puff of green flame came from his mouth. The dragon roared in surprise. Ardi winced and flattened his ears against the echoes ringing in them as the green fireball coalesced into a vellum scroll, rolled and sealed with a Royal Sunburst. The dragon snarled as he reached after it with the paw holding him. He let go, and Ardi found himself dangling from the suit’s tail again. “If you’re wise and want to live five seconds longer, grab that scroll, now!”

The wolf needed no encouragement. He snatched it and held on like it was a lifeline, which in essence it was right then. The dragon looked at him and then at the comparatively small vellum.

“I might as well know what message was being sent to this thief. What does it say?”

“I c-can’t read Equestrian very well,” Ardi said, sheepish. The dragon just looked at him and ostentatiously licked his fangs. Ardi quickly unrolled it and began to read, fumbling over the more difficult words:

“Applejack, Fluttershy, Pinkie Pie, Rainbow Dash, Rarity

“Something terrible has come up in Canterlot. Princess Celestia has ordered me to come and fetch all of you to the Palace with the Elements of Harmony – immediately, just as you are.

“Rarity, this means you. No packing ‘just a few essentials’!”

Ardi broke off and grinned hopefully. The dragon simply looked at him. Ardi hurriedly returned to reading.

“Everything else you need to know, you’ll be told when you arrive. I’ll be bringing you to Canterlot by Royal Guard Pegasus Chariots. Spike, get everypony to the library, I’ll meet you there. Tell Rarity NO PACKING ‘A FEW ESSENTIALS’ and Pinkie NO PARTIES. Until then, stay safe and…”

Ardi gulped at the next words, which seemed aimed at him.

“Be v-very careful of any ponies who don’t seem to be themselves.

“Twilight Sparkle.”

The scroll fell from his hooves, to vanish against the floor below. Ardi closed his eyes and wondered what it’d feel like when the dragon ate him.

“You do know Celestia,” it said, sounding oddly subdued. Ardi dared hope, a hope that grew stronger as it said, “And Luna. And the Princess’s apprentice. Well enough for her to send her own royal guard to bring you to her.” It sighed. “That’s more than I care to face, over a few gems.” The dragon carefully lowered Ardi and Spike to the floor. Ardi shook, wondering at the feel of gems and coins underhoof. He watched as the dragon carefully lowered Fluttershy’s cage to the floor and opened it. Flutts stumbled out, shivering. Ardi yanked the hobbles from her hooves and the hood from her face.

“Ardi!” She gasped and hugged him. She shivered, and he smelled her mingled fear and relief. “I thought that you... That we were all about to… Mmph!” Ardi pulled her into a kiss, his forelegs around her. Right then he wanted to know what it felt like to be alive, and he couldn’t think of any better way. After a nice steamy moment, Fluttershy pulled back. Ardi looked at her, suddenly and unexpectedly hopeful.

“Sorry,” Fluttershy said in her soft little voice, “But you’re not my type.” Ardi looked away from her to the dragons. Spike looked slightly disgusted. The big one looked bored again, but Ardi caught how his claws dug into the floor beneath him.

”If you’re done being mammals?” It said dryly, indicating the exit to its cave with one claw. Fluttershy and Spike both turned to leave. Ardi turned to follow, but halfway there he stopped and looked back.

“You’re really letting me go, because of Celestia?” The Burning Queen saved my life? He waited for an answer. The dragon gave none, simply looking at him with those glowing eyes. Ardi was about to get going when the dragon finally spoke.

“Yes, but not entirely for the reason you think,” it said. Ardi looked back at him as the dragon said, “Celestia and Luna are indeed too dire a set of foes for me, but more to the point, Celestia has a much greater imagination than I do.” His grin turned to an evil smirk. “Whatever fate I could dream up for you, a wolf pretending to be a national heroine and member of the aristocracy, would be as nothing beside what she will do. Just think,” and as the dragon spoke, Ardi felt his heart trying to crawl up into his throat. “Celestia turned Discord into stone, and sent King Sombra into the shadows, and she even exiled her own sister to the moon for a thousand years. Whatever she does to you?” The dragon laughed, and Ardi dodged a falling stalactite with a yelp. “It will make any planned vengeance of MINE look like a hatchling’s game!”

And with those words in his heart and the dragon’s mocking laughter filling his ears, Ardi fled to he knew not what fate.

* * *

Twilight Sparkle shivered with more than the last of the morning chill as she trotted to the Palace landing stages and the waiting pegasus chariots, Princess Celestia walking beside her. Wave after wave of pegasus couriers winged overhead, their barding flashing gold in the light of Celestia’s sun, carrying sealed messages from Canterlot to the cities and towns of Equestria. Fear and excitement jousted inside the lilac-coated unicorn as she set out on her mission, her mentor there to see her off.

In the frenzied night and morning between Blueblood’s crashing Celestia’s bedchamber and the present, the fragments of what happened had begun to come together. Apparently the Changeling Queen had infiltrated Blueblood’s townhouse wearing the shape and identity of a reporter – Flash Bulb from The New Moon. The real Flash Bulb had turned up in a South Side alley shortly after Celestia raised the sun, staggering from the aftereffects of a sleep spell plus emotional drain. Further investigations by both the Canterlot Constabulary and Royal Guard had turned up nothing except more questions. Like the one Twilight now broached to her mentor.

“Princess? Why did the Changelings just leave Blueblood and that other pony? When they could have just taken them away to wherever their Hive is?”

“I don’t know,” the Sun Princess replied. “That puzzles me, too. It would have been much easier and safer to just make them ‘disappear’. Keep them in the Hive to feed on their emotions, or cocoon them and make them into Changelings.” During the Battle of Canterlot, Celestia had seen the inside of a Changeling transformation cocoon; she did not want to repeat the experience.

Another wave of couriers flew overhead, these with bat wings and iron-grey barding, smoked-glass goggles shielding their eyes from the blinding sun. Looking up at the Night Guard couriers, the Sun Princess commented “My sister seems to have taken quite an interest in this operation since last night. She remembers how Chrysalis decoyed her away during the Wedding.”

The two – mortal unicorn and immortal Alicorn Major – reached the end of the landing stage, where three two-pegasus chariots awaited. Stopping before the center one, Celestia dropped her head down and nuzzled Twilight. “Stay safe, my student.”

“I won’t disappoint you, Princess,” Twilight said as she boarded the centermost chariot. The two Pegasus Day Guards in the traces spread their wings as she braced for takeoff.

Day Six: The Burning Queen

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Day Six: The Burning Queen

The dragon’s parting words seemed to constantly repeat in Ardi’s ears all the way back to Ponyville. “He wasn’t being merciful,” he whimpered under his breath. Fluttershy set a comforting wing over his withers, the feathers rustling against the Rarity-suit’s coat. The wolf ignored it to say, “He’s going to let your friends give me to the Burning Queen and Nightmare Moon. Because they’ll do something even worse to me than a dragon could think of!”

“Oh, Ardi,” Fluttershy shook her head and leaned in to whisper, “I keep telling you, Princess Celestia and Luna aren’t like that. You don’t have to be afraid of them.” He looked at her with a wary hopefulness. Fluttershy looked thoughtful and said, “Okay, I was really, really scared of Luna when she was Nightmare Moon. She could do almost anything, and she still can. And as powerful as she was, Celestia still defeated her for a thousand years. So maybe it’s okay to be a little scared – I mean!” Ardi just lowered his head and groaned again. Fluttershy sighed and fell silent.

The trees were thinning out around them, and when the wolf took an experimental whiff he smelled that mixture of stables, flowers, and fertilizer that he’d learned to associate with Ponyville. Looking up he saw the sun just starting its downward slide. To light Father Fenris’s prison, where the Burning Queen can taunt him over the ruin of his pups – No! No thinking like that! He glanced at his, what, his packmates? Or were they his “herd” now?

Rainbow Dash flew overhead, her wild mane and tail whipping out as she flew, idly looping and dropping to buzz just over their heads before soaring up again as though even when in flight she couldn’t remain in one spot for long. Ardi just remembered her words about his tail and unconsciously tucked ‘his’ long amethyst ribbon of a tail in close. Applejack strode along in front, every step proclaiming her as Alpha Female of the Pack, head held high and endlessly scanning their surroundings for any sign of predators or whatever other dangers could be found inside Discord’s Demesne.

Why didn’t she lead this pony-town? Wasn’t she the one with the most territory in it? And didn’t she take the lead almost unconsciously in everything she did?

Pinkie Pie hopped along, now ahead of the others, now behind them, sometimes chatting away with Applejack or Fluttershy or even Dash up above. She’d said nothing to him thus far, thankfully. There just seemed something odd about her, and Ardi couldn’t get rid of the idea that she knew what he really was.

Spike rode along on Ardi’s back. The wolf grunted under his breath at the effort of hauling him. He panted softly – like a pony, not a wolf – wishing he could sweat through the suit the way ponies could.

“What do you eat?” Ardi hissed at his scaly passenger. “Rocks? Feels like it by how much you weigh!”

“It’s a dragon thing,” Spike answered him with a sniff. “Twilight showed me in one of her books. Dragons eat gemstones to power our fire,” he let a little puff of that troublesome green flame lick out, “and it makes us tougher and stronger too.” He leaned to set his muzzle by Ardi’s equine ear and added in a rather poisonous whisper, “And besides, if we’re talking about a rough ride, then I have to tell ya, wolves ain’t the latest model wagon.”

Ardi growled. “And dragons make for lousy dinners, but if I get hungry enough…”

“Wait, what was that about Spike mounting Rarity again?”

Ardi choked and turned to see the puffy pink poisoner smiling at him. She looked utterly guileless, but she’d spoken in a very loud voice. Both Applejack and Dash were giving him very odd looks.

“Oh, why, Pinkie darling,” Ardi said, giving her a warm smile while batting ‘her’ eyes, “I was just telling dearest Spike that I think he really needs to cut down on his gems. After all,” “she” turned and gave him a smile, one that showed the least bit of one fang-tip and elicited a gulp from Spike, “We wouldn’t want him to develop health problems. Would we?”

Spike gave a weak grin and fell silent. Ardi looked at the others. Fluttershy looked ready to cringe. Pinkie seemed oblivious. Applejack and Dash looked at her, then at each other, and then with sighs and head shakes turned and resumed trotting back into Ponyville. Above them, the tangled branches of the forest began to thin; the edge of the forest showed ahead, bright in the afternoon sun. Another moment and they were clear of those fell woods, with the packed dirt of the Everfree Road beneath their hooves – and hoof-costumed paws.

Ardi waited until Pinkie hopped on ahead before he whispered to both Fluttershy and Spike, “Do either of you have any ideas on how long it’ll be before your Twilight comes back and gets me out of this suit?”

“Not soon enough,” Spike muttered, and Fluttershy said, “Oh, it can’t be very much longer. Twilight is very punctual. She’d have brought news back if something went wrong. I’m sure we’ll hear from her soon.”

“I just don’t want your friends to find out just who I really am!”

“Oh, Ardi,” Fluttershy said in her softly reassuring voice. “Even if everypony did know, they wouldn’t hurt you. Ponies are gentle and forgiving and…”


Fluttershy eeped and hid behind her wings as the others looked up. Two flier-ponies hovered above them, with another pair winging down from still further above.


Two of the pegasi wheeled and shot off towards Ponyville; the other two swooped down, wings flaring. Dash recognized the mare in the lead – “Cloud Kicker? What’s going on?”

“We’ve been searching for you for three hours, that’s what’s been going on!”

A larger stallion in golden barding landed beside her, armored sabatons leaving dents in the road. Both of them reeked of pony sweat, and Ardi smelled a smoky fury from the flier-stallion. He had a hunting spear set in his harness, the tip barbed and a crosspiece set below it, shone sharp as a fang before the mare-suited wolf’s eyes. The flier-stallion looked at Ardi and almost growled, “Do you know how much trouble you’re in?”

Hooves pounded as another herd – this one of Earth Ponies – came up the road. Ardi looked away from the stallion to see another very sharp and glittering spearhead aimed at his face, along with a wild shriek from the pink-maned blue earth pony mare that bore it: “Miss Rarity! Miss Fluttershy! We have been hunting you!” Spike gulped, Fluttershy squimpered, and Ardi wondered if he could outrun them by racing back into Discord’s Demesne. Even as he took the first step back Lotus said, “Miss Twilight is here with Royal Guards and chariots, and they need you to be going right now!”

“WHAT?” The yell tore from the throats of four mares, one dragon, and one panicked Rarity-suited wolf all at once. Actually Ardi more like yelped it out.

Then something flashed brilliant before them as Ardi felt a wave of warmth and air blast against his face. It cleared to reveal a spear-head mare stinking of sweat and fury, her square-cut mane frizzled in all directions. Her eyes narrowed on all of them, and him in particular. Only Pinkie’s sudden presence crowding behind him stopped the wolf from bolting into the woods.

“Oh, Twilight!” Fluttershy fluttered over and dropped down before her. Sounding almost gleeful, she said, “Twilight, it’s so good to see you again! I and, er, a friend need to speak to you about something important very soon! I mean, if you have the time?” Her question trailed off as Twilight stalked past her. Ardi gulped to realize that the spear-head’s eyes were locked on him.

“YOU!” She spat it out.

“I’m outa here.” Spike jumped off of Ardi’s back and hid behind Fluttershy.

The mare-suited wolf backed away, tail curling close and ears down, as the spear-head backed her up against somepony’s wooden rail fence.

“Rarity,” the spear-head began, “When I got here, half the town was stampeding past Ponyville Dam, neighing about how a dragon was going to eat them all. I asked the Mayor why none of the girls or Spike were here, and they told me something about last seeing you galloping out of town and into the Everfree with Spike on your back and a cartload of gems, and a dragon ponynapping Fluttershy?” She looked at the butter-yellow Pegasus. Fluttershy smiled back – with a squeak?

“Oh, I was, but Rarity and Spike saved me. She gave up all her gems to do it.” Twilight looked relieved. Ardi sighed, but his breath caught in his throat as Twilight turned back on him.

“I checked at the Boutique. I found Sweetie there, and she told me something about you and Spike being indecent but it was okay because he knew all about it?” She looked from Ardi to Spike. The little dragon tried to grin. Twilight sighed. “Oh, and the Mayor wanted me to ask why you’d suddenly gone stallion-hungry, because she’s getting complaints about you from most of the mares in town.”

Ardi’s eyes bulged. “I do NOT like stallions! I mean,” he hastily added as they gave “her” odd looks, “I was just having some fun, that’s all. Just like in those novels I keep beside my bed?” Ardi grinned. Twilight just rolled her eyes.

“Fine. Whatever. Look, we’ve got an emergency in Canterlot, and Princess Celestia wants us all there as soon as possible. There’s a –” Twilight looked around before lowering her voice and saying in a wary tone, “– new hive of Changelings there. We’ve been working on a spell to take care of them and every other shapeshifter or magically-hidden being in Equestria,” Ardi gulped, “And we’re needed to help cast the spell. So come on, we’ve got to get going! No time to pack for anything.” She gave Ardi a glare. “That means you, Rarity. And sorry, Pinkie, but no party supplies either.” The pink pony looked momentarily so downcast, her mane and tail seeming to deflate, that despite her having poisoned him Ardi wanted to reach out and give her a reassuring nuzzle. Then she just shrugged, and bounced off towards town.

“Come on, Eepysqueak,” Cloud Kicker pulled Fluttershy along after her, then they were all galloping across the fields into Ponyville, the pegasi except for Fluttershy in the air, the rest pounding the ground.

Run like a pony, not like a wolf… Run like a pony, not like a wolf…

They pulled up at the giant tree of the Library. Three chariots waited in front, each with a pair of flier-ponies hitched up. Their barding gleamed in the afternoon sun, their helmet-crests nodding above grim eyes.

“Ugh! More trouble with Changelings?” Dash was the first to fly after Twilight. Pinkie hopped after her and right up into a chariot. Dash looked at it and frowned. “No offense, but I’ll use my own wings.” She yelped as a purple glow appeared around her and lowered her into the first chariot, right next to Pinkie.

“We’ll need all our strength for what we’re supposed to do,” Twilight said, sounding as stern as a pack mother warning her pups back into the den. Dash grumped, forelegs folded across her chest, but she sat there. The spear-head turned to Applejack. “Come on, AJ!”

“Now hold on there a moment,” the palomino said. “Twi, Ah don’t think ya know this, but the whole reason that dragon snatched ‘Shy was because there’s a wolf in town that stole from his hoard. An’ it’s still hidin’ in town.” She snorted and scraped one forehoof against the dirt. “An Ah’m going to be dealing with him.” She might have said more, but then the same purple glow that surrounded the flier-pony mare covered her and set her down beside Twilight in the second chariot.

Ardi began to wonder if he might get out of this somehow and stay in town. He glanced at Lotus, spear at the ready and looking determined. Better her than the Burning Queen. Even as he thought that Twilight spoke up.

“I heard about that; Captain Longspear here will be staying in town with some Guardsponies in case the wolf causes trouble.” The pony so indicated, a large and scarred flier-pony stallion, his helmet-crest larger than the others, lifted his head proudly. That sharpened spear harnessed on his right side gleamed menacingly. Ardi choked to see six or seven wolf tails hanging from his neck barding. Lotus got a dreamy look in her eyes.

Applejack looked unhappy but she got into the chariot as Twilight explained, “He’s got a lot of experience around Stalliongrad and he’s hunted wolves and monsters before. If the wolf causes any trouble, Captain Longspear will take care of it. And Granny Smith and Big Mac said they’ll look after Scootaloo and Sweetie Belle along with Apple Bloom. Spike, you’re coming too.” The little dragon yelled as he was floated into the chariot alongside Twilight. She looked at them all. “Now let’s get going!”

Ardi looked around for Fluttershy and saw her already getting into the last chariot. He glanced at Longspear and Lotus. They were already in deep conversation as to the very best ways to catch and kill wolves. He immediately clambered up beside Fluttershy. Twilight nodded and jumped up beside Applejack. The flier-pony guards in the traces snorted and braced themselves, wings outspread.

“So what’s flying like?” Ardi whispered to Fluttershy beside him. “And what am I supposed to do if we meet the Burn – I mean Celestia?”

“Oh, flying’s not so bad.” Fluttershy looked at him. “And please, Ardi, try and remember, the days of ponies killing wolves are in the past.” They looked over at Longpspear and Lotus. Lotus was caressing his set of wolf tails and batting her eyes at him. “Well, mostly.”

And then with a multitude of wild neighs and a panicked lupine howl that was fortunately lost in it all, the chariots shot forward – and up. Wind ripped past Ardi’s face through the suit; when he opened his eyes again, the ground where he belonged was speeding past well below them, becoming smaller and smaller and moving slower and slower as they climbed. Towards a steep range of mountains on the northern horizon, with something shining like a white diamond on the side of the largest peak.

Ardi realized something as he seized a blushing Fluttershy in a grip with all four legs, his stomach suddenly churning with him as never before save only that long-gone Nightmare Night. He might not have to worry about meeting the Burning Queen.

Because sick as he felt, he’d never make it to Canterlot alive.

* * *

Ardi heard Fluttershy saying something to him in her soft voice as the pair crouched in the chariot, out of the windstream. Her velvety muzzle was almost in one of ‘his’ equine ears so he could hear her over the rush of the wind all around them. It didn’t matter.

White wings pumped on the two Pegasus Day Guards towing the chariot – and in the traces of the two other chariots ahead of them. Above, more barded flier-ponies flew top cover, even more on each side as close escort.

And ahead, a phantasm of brilliant white stretched along the tallest peaks of the mountain range that had been growing before them for the past hour.

They were passing a pony city of white and gold, terraced into the side of the mountain itself. Smoke plumes rose from the southern part; the sulfur reek of coal smoke – so much like that dragon’s breath – filled Ardi’s mare-suited nostrils for a moment as Fluttershy’s voice whispered “That’s the railway station, on the South Side of town.”

A few minutes before, they’d flown through another, stronger sulfurous plume rising from the valley floor; Fluttershy had described that one as “Colton”.

Ardi stared as the city passed by to his right, gold-trimmed marble rising terrace after terrace of battlements and buildings and towers, capped with the largest and fanciest buildings on the highest terraces. Then a dark knob of stone flanked by twin waterfalls and topped by a white beacon tower; pony airships floated like gigantic gaudy fish to and from the docks that ringed the knob. Then more city, with specks that had to be flier-ponies above the riot of white stone and spear-heads and earth ponies in the stone streets.

“There’s the Grand Carillion – the big bell tower. They play the bells every Hearths’ Warming; you can hear them all over the city.”

The windblast brought new scents, the sulfur-and-iron smell of the “railway station” giving way to pony sweat and sweet wood smoke and sweeter flowers and something baking and more he couldn’t describe that made him drool and feel ill at the same time. Like the smells of Ponyville, but larger and stronger.

“We’re passing by Epona’s Tears now,” Fluttershy almost yelled in his ear, pointing out the largest of the three waterfalls cascading down the sides of the mountain. A marble bridge and elaborate gatehouse capped its headwaters; rainbows hid its base. The chariot banked and dropped, leaving Ardi’s stomach behind as it turned right, following the others towards what lay beyond the roaring waterfall.

A riot of halls and battlements and towers and balconies and minarets and turrets and spires, all of the purest white marble, jutting out of the side of the largest peak. Golden roofs flashed in the afternoon sunlight; banners and pennants flew from each and every spire; splashes of greenery showed behind crenellated walls on either side of it.

“That’s the Royal Gardens,” Fluttershy whisper-shouted in his ear. Ardi glanced at her, wondering why she’d spoken with a shiver. She noticed and added, “That’s where we met Discord, and he…” She broke off and shivered. He gently nuzzled her. From what little she’d told him about her meeting the Twisting One last year, he didn’t want her to voice any more of those memories. But nothing could stop his own shudder as he realized the truth. What that thing they were approaching fast had to be.

Canterlot Castle. The Royal Palace of the ponies. Lair of their Burning Queen and Nightmare Moon. And I’m going there, a wolf disguised as a pony.

Leaving Ardi’s stomach behind, the chariots dropped towards a series of landing platforms up high on the Palace. Golden and silver-barded guards, the latter looking odd but fliers all, awaited them there. Then the chariot flared out and touched down with a thump of wheels on stone, coming to a halt amid the armored ponies. Ardi and Fluttershy hopped out, the solid ground seeming two sway beneath Ardi’s feet; he fought down a sudden desire to roll on the ground he’d half doubted he’d ever touch again. The others were stepping out of their chariots; Fluttershy eased up to him and, sporting a nervous smile of her own, began cleaning him up.

“Oh, Rarity, you’re such a mess, let me help you.” Flutts dusted Ardi off, straightened “his” mane and whispered in his ear, “Just play along for now, stay quiet, and hope the suit holds up. Later we can ask Twilight to dispel whatever’s keeping the suit on.” She gulped and added, “Hopefully.” He could barely hear her over the sound of the waterfall.

By then the rest of the herd stood around them, the lavender spear-head trotting in the lead. Dash whirled overhead, looking delighted to be able to fly after being forced to stay in the chariot.

“Everypony okay?” Twilight asked. The others gave a chorus of “yes’s”. Ardi just smiled weakly and nodded at her. He hoped his stomach would soon stop turning over and over like it had through most of the trip. He also eyed the guards around them. They looked stern, staring straight ahead in their spotless armor. Ardi’s eyes widened a bit on the silver-armored ones, seeing their wolf-like fangs and ears, gray coats, and batlike wings.

Meanwhile Twilight was speaking to somepony who’d approached from behind. “Oh! Hello, Princess Luna. You didn’t need to come down here and meet us yourself.”

“My apologies, Twilight Sparkle, but we must get all ye inside at once.” A pony voice both beautiful and terrible, louder than any Ardi could remember. “There are worries of the press seeing to learn more than hath already been revealed, something best done later, and – WHAT IS THAT KNAVE ABOUT?”

Ardi’s ears flattened at the volume of the last few words. Knave?

He turned to see a flier-pony with a fedora on his head and one of those camera-things on a chest harness diving on them, outrunning the Pegasus Guards in pursuit. The guards on the platform herded the others back, trying to get between them and the attacker but leaving Ardi and Fluttershy out in front for a moment.

Then he caught sight of the pony that owned that eardrum-bursting voice. Only Fluttershy’s hoof clamped over his muzzle kept him from shrieking the name.

Night-blue coat, great dark wings, a horn rising like a spear, silver sabatons and barding, sparkling blue mane and tail, ebon tiara and chamfron blazoned with a silver crescent moon, in shadow even though she stood in full sunlight, jade eyes that had seen a thousand times a thousand years pass…


Wings flaring in final approach, the flier-pony photographer dropped straight in front of him and the rest and cut loose with a flash of light that sent Ardi staggering. Judging by an enraged neigh and a panicked whinny Twilight and the Nightmare must have been caught in it too. The flier began spitting questions at him as the wolf shook his head frantically, trying to get those dancing sparks out of his eyes.

“Rarity Belle of Ponyville, right?” Ardi turned and through tearing eyes saw that the pony’s camera now hung in its harness as he held a notepad in his hooves. He held up a small badge of some sort and said, “Prize Photo, Manehatten Times, Canterlot Branch. Just a few quick questions is all. Twilight Sparkle, and the rest of the ‘Mane Six’ from Ponyville? So, got anything to say about all the rumors flying around about Changelings in Canterlot? And why were you all brought here courtesy of Her Highness’s Royal Guards?” He indicated two of the dark bat-winged fliers nearby, stumbling around hissing and blinking. The reporter turned back to Ardi, only to leap into the air as the enraged wolf charged at him.

“You blinded me!” He barely remembered to keep his fangs hidden as the mare-suited wolf snapped at him, “I’ll bite the wings off of you…”

“Hah, threatening the press!” Prize Photo snorted as he leaped back, flying out of reach. “I’ll remember to add that in as well!” Then he froze with a startled whinny, treading air as the Nightmare’s guards shot past Ardi towards him, apparently recovered from whatever spell he’d cast on them.

“I’m outa here!”

The fedora-topped flier folded his wings and dropped past the edge of the platform in a power dive, the guards diving after him. An almost draconic hiss sounded right in Ardi’s ear. He turned and choked to see the Nightmare standing right alongside him.

She turned and looked down at him. Ardi would never know how he forced himself to stand still as he gazed into those brilliant jade eyes. She stood taller than any other pony he’d seen except for that big sorrel in Ponyville. But that sorrel didn’t radiate the feeling of power like this pony – as old as the world, a force of nature, a supernatural presence that almost drove him onto his belly baring his throat in lupine submission. He forced himself to inhale and felt a slight surprise that she smelled sharp and clear, like spring evenings or midwinter nights when the aurora danced high above the Stalliongrad forests and the moon hung full and bright.

The Nightmare, Ardi thought, grabbing at the thought to keep from panicking. Night herself. She who helped defeat Father Fenris, she who stalked and slaughtered wolves in the night, she who sends the moon itself into the sky every night, and she who once tried to rule the world that she helped to create.

Say something clever, stupid!

“Nice day, isn’t it, err, Your Majesty?” Ardi croaked out. “Oh, wait, I suppose you don’t like the day, so nice night, er, twilight then?”

She eyed him, no, “Rarity”, one eyebrow raised as Fluttershy utter a choked squimper behind him.

“I have known many a better, Rarity Belle,” she said, her voice musical and commanding. She half-spread her wings, and even though the setting sun’s light should have illuminated beneath them, they remained deep in shadow. She looked closer at him, as though seeing through the suit into the very frightened wolf inside. Ardi shivered again as she turned away to speak to Twilight. “Let us hurry. I hoped to avoid such as that reporter, but it seems such was not to be.” She turned and headed into the palace, another crescent moon showing on her flank. Twilight and her friends followed her, trotting along. Fluttershy set one of her wings over Ardi’s shoulder and whispered to him.

“Are you okay?”

“Y-yes, darling.” He managed to say, “Shall we go, then?” Together, they followed the Nightmare and the rest of the small herd into the Sun Palace. Ardi felt too much fear to really notice his surroundings at first. The scents of hundreds if not thousands of ponies crowded his nose, along with the faintest hint of dust. Or was it the age of the place that he smelled, that bore down on him? Massive stone walls rose on every side, hung with colorful tapestries depicting scenes from Equestria’s history. He wondered why they were all seemingly pictures of ponies doing things like making a city of clouds or harvesting crops or playing in the sunlight, or even planting the first buildings around a bay he recognized as Stalliongrad’s (wolf heads hung in that one, eliciting a soft snarl from Ardi), but nothing of more importance. No tapestries celebrating the battle that overthrew Father Fenris, or showing the victories the ponies won against wolves and griffins and minotaurs and dragons?

Then they reached the Hall of Windows and he realized why they never showed any of the great events from Equestria’s history elsewhere. They kept them all for here.

The hall extended what looked like the length of the palace, the afternoon sun pouring through windows that stretched nearly from ceiling to floor and making brilliant designs on the hoof-muffling carpeted path down the center of a floor inlaid with mosaic sunbursts. Lit lanterns shedding a strange glow hung at roughly three-length intervals along the stone walls, directly above watchful guards. As Ardi passed each lamp, he felt a tingling through both ponysuit and fur.

Ardi looked around, at magnificent stained-glass windows that reached higher than the roofs of Ponyville. To his right three ponies, a flier and a spear-head and an earth pony, gathered around a fire that leapt skywards to burn what looked like three pony-ghosts.

Ahead of him, the Nightmare spoke with Twilight. “We expected ye to be back much sooner, Twilight Sparkle. What caused thy delay?”

Ardi glanced left as Luna spoke to Twilight. Two alicorns, one white as the clouds and the other a twin for the one walking with them – No, the SAME ONE – each with three gemstones shining like small suns or stars themselves, casting down a demented-looking mixture of mismatched creature parts. In his claws, ponies dangled from strings over a pit of flame.

Father Fenris remember your pups it’s The Twisting One and that’s The Burning Queen and The Nightmare binding him in stone after betraying and binding you… But where’s that window? Don’t they even want to remember their victory over you? Or would they be ashamed to know that once they allied with The Twisting One against you?

“Some problem with Rarity and Fluttershy and, a wolf?” Ardi jerked his head up at the question. Fluttershy’s wing brushed him gently in warning. Applejack was nodding at Twilight’s words. The purple spear-head and the dark Alicorn Major both looked back at her as they kept trotting down along the carpeted path.

“Some rotten wolf robbed th’ lair of an Everfree dragon, Yer Nightjesty.” The palomino snorted, her ears flattening for a moment, as she said, “Then he went racing inta town, attacked my brother an’ a lotta other ponies and hid out somehow, we don’t know where.” Ardi rolled his eyes and tried to look innocent, while Spike and Fluttershy kept flawless poker faces.

“Finally th’ dragon got sick an’ tired of waitin’ for him ta came out and snatched ‘Shy ta make us either hand that wolf over or ‘nough gold and gems ta make him happy.” Ardi gulped to see the Nightmare and Twilight both looking at him and Fluttershy. “So o’ course we hadda go an’ get her back.”

“Yeah, and Rarity gave up alla her gems to do it, too. Went right into its lair like it was nothing.” Dash added in her scratchy voice. She chuckled and said, “She musta said something really funny, ‘cause that dragon was laughing fit to bust when we left.”

Ardi just looked to either side at another set of windows. On the left, the two Alicorns Major once again, this time defeating a black unicorn in royal barding above a city of what looked like crystal. On the other, The Burning Queen betraying her sister The Nightmare, binding her into the moon itself for a thousand years. But… why did the artist make it look like Celestia was not just injured, but grieving?

“And thee, Rarity?” Ardi quickly turned and saw the Nightmare looking at him. “Hast thou anything to add to what has been said for the reason why thou art late?” When Ardi said nothing, she added in a somewhat colder tone, “We expected, nay, needed thee here hours ago.”

“I, I simply couldn’t abandon my friend, N – Princess,” Ardi quickly added at a frantic whisper from Fluttershy. He took a breath and added in the very best Rarity tones he could manage, “What sort of pony or Element Bearer would I be if I did anything else? I am sorry if we were expected here sooner.”

The Nightmare frowned at him. He wondered if he ought to run, wondered more if it would make any difference if he did. I’m dead…

Luna smiled and said, “Long ago, before my – sickness, I also bore the Element of Generosity. It gladdens me to see that the current Bearer does it such honor.” She turned to start trotting again. Ardi couldn’t resist.

“Princess, just what are those lamps along the walls?” He thought of what Rarity might say, and added, “The glow from them seems to clash with everything.”

“They should,” Luna said. Ardi wondered if he heard something like amusement in her voice. In the Nightmare’s voice? He looked to either side again, the greenish glow of those lanterns wavering over the windows like waves on a beach.

To the left The Burning Queen slaughtered the sons of Syhlex, though here again as in the one with the Nightmare she looked more saddened than victorious. To the right, Fluttershy and the other five – including the mare whose form he wore – bore the same six gems he’d seen in the previous window with The Twisting One, only here they were using them on the Nightmare. Luna spoke again, saying, “They are part of the reason why all ye are here. They are magical, revealing shapeshifters and other beings hidden from normal sight by magic.”

“Like Changelings,” Twilight broke in, sounding wary. Like mare-suited wolves, Ardi thought, and felt weak. To his dismay Twilight dropped back by him and added, “They’ve only got a range of about five lengths, max. Inside that range, any shapeshifted or illusion-protected being will be revealed. Should be, anyway, some powerful magics or casters might be too much for them. And since they’re optimized for Changeling magic, they’d have an even harder time with pony magic.” Okay, Ardi thought, one more thing to stay away from. He took a few steps away from the nearest lantern. As he did he bumped into Twilight, and the mare dropped her voice to a near-whisper. “And speaking of that. Rarity, are you sure that little, ahem, ‘project’ we left in your upstairs workroom is safe?”

Ardi stared at her as he realized just what “project” she spoke of. He saw they passed more windows, one showing Fluttershy and the others beating The Twisting One once more, another of yet another alicorn and a spear-head stallion defeating something like a huge horsefly.

“I assure you, darling,” he said in what he hoped was Rarity’s voice, “I am absolutely sure I know where it is. And believe me when I say nopony is going to put it on anytime soon.”

“Good to know,” Twilight said with a smile as she trotted to where the carpeted path ended – a huge pair of golden doors worked with images of the rising sun, flanked by two of those lanterns and half a dozen spear-heads in full barding and helmet-crests. Riding on her back, Spike sagged in relief. Ardi looked at the last pair of windows before the doors. One showed that lecherous little dragon, the alicorn and stallion from the last window, and even the Mane Six, all beating the armored spear-head from before once more. The other looked like it was still being worked on, draped with tarps and hidden by wooden scaffolding.

Okay, Ardi thought. Just remember. Stay away from those lanterns – He winced as the spear-heads passed the lanterns over all of them, glowing with promises of doom.

And from the Nightmare. He risked a sidelong glance at Nightmare Moon – no, “Princess Luna.” She seemed content to ignore him, standing amid the palomino, the scratchy-voiced flier with the wolf-tail fetish, and the bouncing pink poisoner. Stay away from THEM too, at least until Fluttershy can finally get the Burning Queen’s apprentice to free me from this, he growled as he looked down at the suit, and I should be okay until I can escape.

Bowing almost to their bellies, the spear-heads reached towards the heavy doors with their magic and slowly pulled them open, horns glowing like stars. The carpeted path continued within.

Oh, and stay away from The Burning Queen too, but what are the chances of…

Ahead of them was another Hall of Windows, this one with murals and mosaics alternating with the stained glass. And circular, smelling of sunlight and fresh water and ponies with something tall at its exact center. A few paces in, all but the Nightmare and Twilight went on their bellies; Ardi followed suit, and looked up at what the others were looking at in the center of the room.

The carpeted path led up a flight of steps to end at a giant throne, on a high platform flanked by dozens of spear-head guards, half a dozen ponies in livery, and a pair of fountains spraying water high into the air.

The throne atop the platform wasn’t empty; a giant white equine figure, the largest Ardi had ever seen, twice the size of any wolf or pony, rose on golden-sabatoned hooves and started down the steps towards them, her wings folded.

It’s her… It’s Her… IT’S HER!

Her coat shined like the brightest day as she came down the steps, her horn long and sharp as a spear, her multicolored mane and tail – longer even than Fluttershy’s – flowing in a wind that wasn’t there, golden tiara and chamfron glistening in the sunlight coming through the windows – or was that from her own light? She seemed to stand in the full noonday sun despite being indoors.


Celestia Solaria Invicta, The Invincible Sun, The Burning Queen, She Who Commands the Sun, Betrayer of Fenris, Slayer of Wolves and Dragons, Day Herself, reached the level of the floor and came towards them. No, came towards him. With violet eyes that seemed to burn through the ponysuit – like her sister’s, but worse. And the presence of a force of nature older than the world and all in it, the same force of nature once called down into wolf-dens to burn she-wolves and pups alike to ash.

Father Fenris, remember your pups!

“Greetings, my little ponies,” said the terror of every puppyhood story, in a voice Ardi would never have thought could come from her. As beautiful and terrible as her sister’s, yet with the tone of a wolf-bitch addressing her pups. “Now that you are here, you can use the Elements so we can finally remove the Changelings as a threat from all of Equestria. Forever.”

Oh. Scat. Real-Rarity, where the heck are you?

* * *

Rarity looked out her hotel window at the brick-and-brownstone of Manehattan beneath Luna’s moon. Equestria’s largest city – so different from Ponyville or even Canterlot, but in some ways even more of a fit for her. Three days in the Big Apple itself, three days of wining and dining, schmoozing and smoozing with the House of Finest Silk, all building up to the presentation before Finest Silk herself! Rarity couldn’t ever remember working harder in her life. Even the dresses she’d made for her friends for their first Grand Galloping Gala, both the originals and the ones they wanted – she shuddered at the memory – didn’t seem to involve quite as much work as the whirlwind hours of the past three days.

But it was all worth it. This coming spring, Carousel Boutique/House of Rarity would have three places in Manehatten’s Spring Fashion Show. Three places on the runway alongside Finest Silk, Designs by Toity, and all the other big-name fashion houses. Ponyville on the runway beside Manehatten and Canterlot. Not counting the surprise test – modifying one of her samples to fit Finest Silk’s exotic model, the aloof griffin Sky Talon. Now she’d been a surprise, but Rarity had risen to the last-minute challenge with fabulosity.

Almost bouncing on her hooves, Rarity levitated an original fashion cape blazoned with her House of Rarity sigil onto her withers, topped it off with a sparkling fire-ruby clasp. Neck purse with a hoof-full of golden bits, room key, a final brush and shaping of her amethyst mane, check in the mirror, and she trotted to the door. Now to celebrate. After that properly-fabulous dinner in the hotel’s rooftop five-horseshoe restaurant, a thriller at that new movie theater two blocks away.

The Manehatten Royal was one of the taller buildings in the city, tall enough to have those new “elevators” or “lifts”. This hour, between the dinner and evening rushes, they were mostly empty. The brown-coated and ebon-maned earth pony attendant in his crimson and gold hotel uniform stood at attention when she approached, something he would have done for any of the guests. He also gave her a genuinely warm smile, which he did only for her. Rarity returned it.

“First floor, Timely Stop,” she said. “I’ll be going out and checking on that,” she worked to remember the phrase, “movie palace, you told me about. The Moon’s Enchantment?”

“Yes, Miss Rarity,” he said, bending his head as though to royalty. “Once out the front doors, two blocks down 42nd Avenue and you can’t miss it. They’ll be all lit up now.”

Rarity mentally ran over what she’d need to do once she got back to Ponyville. First, make the new dresses for the show, and they will have to be fabulous. So will the model. I have to talk Fluttershy into modeling again, even if just for that one show. Thinking of Fluttershy brought a smile to her lips. I wonder how she’s doing with that not-a-coltfriend of hers? I hope he treats her well. The poor dear, she deserves a nice gentle stallion in her life. And if it goes well, I’d love to make a wedding saddle for her. She sighed, her mind awhirl with images of a Ponyville wedding – no, a Canterlot one, her dear sweet Pegasus friend trotting down the aisle with a handsome young stallion beside her…

“Here we are, Miss Rarity.” The lift bell rang and the iron-barred doors slid open before her. Rarity opened her mouth to thank Timely and promptly burped. Timely flicked an ear but showed no other notice of her gaff. She wondered if she looked as green as she felt. Before she could offer an apology, Timely said. “It’s quite fine, Ma’am. I supposed you were able to eat well at that meal before for Miss Silk’s ponies?” At Rarity’s stunned look, he added, “She’s a familiar around here this time of year; we all knew that if you were here, it had to do with her show. And don’t worry, Miss Rarity,” Timely waved one hoof. “Nopony will be saying anything. The Manehattan Royal is very discreet.” The words were a statement of fact. From another pony it would have been a none-too-subtle way to try and pry a bigger tip out of her. But not from anypony here.

Which was why when Rarity dropped her tip into his hooves, it was twice what she thought she’d be giving. Timely looked both grateful and embarrassed at once.

“Now, Miss Rarity…”

“No buts,” she said in her most sophisticated Canterlot voice, smiling at him. “Your service has been above and beyond what anypony had a right to expect, Timely. And if you or anypony in your family ever wants for some personally crafted clothes, then please don’t hesitate to ask me.” She turned to leave but stopped when he spoke.

“I was trapped inside this elevator when Discord got free, running it up and down so fast all day long I was being squashed flat against the floor and ceiling. I was scared to death for my family and wondering what was happening to them. You and the other Five already did something wonderful for us, Miss Rarity.” He smiled at her with real warmth as several other ponies stepped into the lift, chattering excitedly about that “movie palace” as he closed the door. Apparently they’d been there and were delighted. It gladdened her. She’d seen a few movies over the years, but most of them seemed lowbrow to her. Even the filmed adaptations of classic Equestrian drama seemed to fall short in her opinion, but from everything she’d heard the new films were amazing. At least according to Rainbow Dash and Pinkie Pie.

Rarity trotted through the hotel’s ornate lobby, turning a few stallions’ heads; doorponies wearing far too much golden braid opened the front doors for her. Then she was outside, trotting down the sidewalk in the in the soft glow of gas streetlights and the remnants of the day’s warmth. Carriages and cabs, carts and wagons rattled past on 42nd Avenue; Manehattenite hooves clipped and clopped against brick sidewalk; newsponies, mostly young colts, loudly hawked their various papers on the corner.

“Getcha special edition heah!” One young pegasus in a cloth cap whinnied from a newsstand. He waved one of the bundle of papers in his hooves, calling “Big to-do in Canterlot! Fears of Changelings infiltrating Equestria! Princess Celestia calls in…” Rarity trotted past, reminding herself to read those stories when she got the evening edition back at the hotel. Thinking of that she hurried her hooves. She’d been warned that these movie palaces were no place to be fashionably late.

Alongside the soft glow of the streetlights came a sickly green glow, from occasional odd-looking brass lanterns set at street level. She fought down a wince as she passed by one and it turned her snowy coat and amethyst mane and tail the most horrid shades of emerald. Something about them seemed vaguely unsettling.

And there it was, the Moon’s Enchantment, all black stone veneer trimmed with silver chrome and Prussian blue, a constellation of glowgems sparkling on its marquee. Rarity assumed it must be in honor of Princess Luna – she’d heard that a lot of the places devoted to night life across Equestria had changed their decoration schemes around to flatter the Moon Princess after her return. Especially here, in the City That Never Sleeps. Judging by the garish look of this place, Rarity wondered if they might have tried flattering Luna just a little less ostentatiously.

A small herd of ponies was going in through the main door, held open by stallions in outfits obviously based on Night Guard barding. Rarity found herself analyzing their costumes, picking out every inaccuracy and flaw, coming up with ways she could improve on them.

“Fillies and gentlecolts, the main show will be starting soon. Those who wish to view ‘Secret Life of a Fashionista’ will please go to their seats.”

Rarity hurriedly got a ticket, checking the larger-than-life lobby poster for the movie. Under the main title and above the advertising copy, a fabulous silver-white unicorn with a very familiar mane-cut held either an oddly-shaped stone or piece of driftwood in her forehooves, eyes closed like Derpy “meditating upon the muffin” before digging in. The title – Secret Life of a Fashionista – was what had drawn her in, from the entertainment section of yesterday’s newspaper.

Other than that title, she knew nothing of what to expect. Except that the poster looked like yet another post-Day of Discord knockoff. Guess who she’s patterned after. The. Most. Obvious. Thing. And I’ll never see a bit of the gate. At least she has a green mane and eyeshadow – I wonder if they gave her three emeralds for a cutie mark? And a name like “Uncommon” or “Unique”?

She went to another imitation Night Guard pony at the turnstile and held out her ticket. He blinked when he saw her.

“You look just like…” He looked at the poster, and then at her, before adding “No, you are her. Lady Rarity, it’s such an honor. But, ahh…” Again he looked at the poster and back to her, “You might want to pass on this one. It’s not a glamor-romance, it’s a thriller. And it’s pretty… intense.”

“Why, nonsense, my good stallion,” she assured him. “If somepony in your city decided to make a movie featuring a mare something like me, it would be ungracious of me to refuse to see what they made.” She trotted past him. “Besides, how bad can it possibly be?” The door swung shut behind her, cutting off his response as Rarity trotted through the blackout curtain into the darkening theater.

Rarity had seen the interior of the Canterlot Opera House. This theater was just as elaborate, but without the elaborate boxes and balconies. And done in a Night Sky motif, the overhead chandelier sparkling like Luna’s stars.

The movie began; Rarity almost facehoofed at the opening scenes. As she’d guessed from the lobby poster, The. Most. Obvious. Thing. Even if her name was a bit more original than “Uncommon” or “Sparity”.

Unicorn Fashionista from a small town, check.

Trying to break into the Canterlot fashion scene, check.

Three emeralds for a cutie mark, check.

Blank-flank little sister who adores her, check.

And a second career abducting and gruesomely murdering pony after pony in a secret basement of her small-town Boutique.


* * *

Trying not to make a sound with the ponysuit’s hooves, Ardi eased himself across the dark room, to the pegasus snoring in the other four-poster pony bed. At least, he thought she was snoring. Even Fluttershy’s snores were quiet, almost a gentle squeak.

I’m sorry, Fluttershy. If you were only a she-wolf…

When they’d gone to the room after the briefing, ordered to rest as much as possible by Celestia, Fluttershy had told him this tower suite was one that Rarity stayed in the last time she visited the capital. “Her poor little kitty Opal was so sick when we visited for Twilight’s birthday! But she got better. Odd how she kept scratching Rarity for weeks afterwards.”

“Not that odd,” Ardi answered her, wincing at the memory of the little fiend’s claws and fangs sinking into him. “I’m surprised no one’s eaten that cat. But what about this room again?”

“Oh, it’s got a lovely view, and the Royal Gardens are right nearby.” Ardi pricked his ears up at her next words. “You could slip right out into the streets from them.”

Just like that scaly little blackmailer said. About that “postern” gate in the gardens he and some of the Palace staff used to sneak out for “late-night Pony Joe’s Runs.”

“And please don’t be afraid, Ardi. Tomorrow we’ll explain everything to Celestia and Twilight, and it’ll all be fine, you’ll see.”

Ardi had accepted her reassurances, laying plans all the while. Explain. To the Burning Queen. Fluttershy had been able to sleep; he hadn’t. Now, with the Nightmare’s moon sinking towards the horizon in the hours between midnight and dawn, he was making his move.

He looked down at the sleeping form under the silk sheets, her mane veiling her face, her “snoring” a series of rhythmic squeaks. For a moment he considered nuzzling her, but decided against it.

No. No more regrets. Time to get going. Unless you WANT to end up explaining why you can’t use “your” Element to the Burning Queen and Nightmare Moon. Goodbye, Fluttershy.

The sound of that waterfall filled the room as he eased the fancy glass door open, checking the outside balcony and stair landing. The silver-armored Night Guards who stood to either side of the door looked at “her.” Their batlike wings rustled; their eyes shined yellow like a wolf’s.

“Lady Rarity?”

“It’s fine,” Ardi said. “Just out for a bit of a walk. I’d like to see the garden by moonlight.” He set off and stopped at the clink of the guard’s barding. “Alone.”

“But Lady Rarity, we are under orders…”

“And I’ll be fine,” Ardi said, hoping fervently the bat-winged flier got the point. “This is the Royal Palace. How can I not be safe here?” The guard said nothing. Ardi didn’t even dare to breathe.

“Very well,” that soft and whispery voice behind him said as the guard went back to his post. Ardi turned, smiled and batted “Rarity’s” eyes in gratitude, and strolled casually down the stairs spiraling around the outside of the tower until he reached the level of the gardens. Another one of those lamps shone at the foot of the stairs; he shivered from the eldritch light, half-expecting it to reveal him as a wolf.

The hedges and mazes and flowerbeds and sculptures spread out before him, soft grey and almost as bright as day. He felt the night breeze through the ponysuit, bringing scents of flowers and fresh grass and spray. Nopony about, not even one of those bat-winged Nightmares. Wolves had better night vision than ponies, but with them he couldn’t be sure.

Then he felt soft grass through the suit’s hooves, and the hedges loomed over his head, the moonlight casting long black shadows he could hide in. Crouching down, he slipped into the shadows and headed through the garden like he was stalking prey. The hedges rose past him on all sides, cutting off his sight past more than a length or two, casting deep shadows over him.

So far, so good. Now to find that gate Spike talked about and slip out of the Palace. Through the city and into the mountains – keep heading south and don’t stop for anything.

For a moment, he thought of sweet Fluttershy, and how he’d left her to the wrath of her four friends and the Burning Queen. But, she was an Element, right? They’d forgive her, wouldn’t they? Wouldn’t they?

The hedge-shadows gave way to a slightly-more open area filled with statues, silver in the moonlight. No continuous hedges, but shrubbery spaced between the statuary. No ponies visible; raising his head, he tried to catch a scent of any that weren’t.

No fresh pony scent through the suit; just sweet flowers all around and faded traces – including one strong remnant that reminded him of summer days and roaring fires. He gulped to realize who that scent had to belong to. And, some strange smell like – a mare mixed with a hornet’s nest? Swiveling his ears, did he hear something? Somewolf slipping behind the shrubbery? Can’t tell with that noise…

He froze for what seemed like an hour, crouched down in the shadow. Only the distant roar of Epona’s Tears, of trees and shrubs in the night breeze. A guard patrol that came and went in the distance. In pairs, with something like a cock’s fighting spurs fixed along their fetlocks and spears in jousting harnesses like that crazy spa pony. Spears with points like an awl, to force their way through dragon scales or ponysuit and slide in deep. Again, that hornet-nest smell, coming and going. And the remnant of the Burning Queen’s sun-fire.

Now get out, now! Unless you want to smell another fire!

Then he was among the statues and sculptures. Even with his night vision, they seemed like ghosts and phantoms in the moonlight. He remembered an old story he’d heard from another pack about how the Burning Queen turned those who displeased her into statues, keeping them in her garden. They’d sworn that if you listened carefully, you could hear them crying and pleading for help. He shuddered, ears swiveling for the faint cries of the petrified. He’d been a puppy at the time, too young to wonder how the other wolfpack had gotten into Canterlot and out again. He looked along himself and snorted. Maybe they wore mare-suits, too?

More shrubbery, more statuary. More memories of The Burning Queen from that afternoon.

* * *

Fortunately she’d wanted nothing but to speak to the ponies, thanking them for coming so swiftly and telling them why she needed them. Ardi had fought down the urge to flee, shrink back, do anything but stand perfectly still like Rarity would have done while her gaze set him trembling inside.

“Has Twilight told you why I summoned you here?” Before he could even twitch, Fluttershy fluttered up beside him.

“Oh, Princess, she mentioned something about,” she gulped, “s-something about Changelings in Canterlot?”

“Yes,” Celestia said simply. “There is a new Changeling Queen in or near Canterlot, and she knows of our plans.” The Burning Queen swung her gaze over to the side. Ardi turned as did the rest of the ponies to see a white-coated spear-head stallion with a black eye shrinking back behind the throne room guards. She eyed him a moment longer before saying, “Never mind how she learned, but we must needs hurry our own plans.”

“An’ what are those, Your Highness?” Applejack said. “Do y’ want us ta try an’ do ta her what we didn’t get a chance ta do ta Chrysalis at the wedding?”

“No, Applejack,” Celestia said, shaking her head. “I only ask that all of you lend the power of your Elements to the spell we will be casting tomorrow. It is imperative that we cast this spell before either the Changelings hurt any more of my little ponies, or before ill-spoken words panic some into thinking that hidden Changelings are everywhere.” Once again, the spear-head stallion looked embarrassed. Celestia looked back at them, and when she spoke again, her voice seemed to fill the throne room. “Tomorrow, you will aid in the casting of a spell to remove the threat of the Changelings and all deceivers hiding with magic to my little ponies. Forever.”

Her final words still brought a shiver to Ardi’s heart. He didn’t know what the Burning Queen meant to do, but one thing he was quite sure of was that there was no way he could make Rarity’s Element work. And if that happened when they were standing before Her and trying to cast some sort of spell to get rid of all the Changelings? He remembered last night’s movie all too well. He felt utterly no desire to learn what those dragons experienced when Celestia incinerated them.

Then the Burning Queen and Nightmare had taken them into another hall, where two spear-head stallions worked over a pair of large circles scribed and chalked into the floor over the inlaid sunbursts, one circle within the other, both containing odd squiggly glyphs Ardi couldn’t read. One spear-head – the one with the short silvery mane and the star-studded capelet – stretched and snapped chalk lines, creating some sort of complex pattern within the two circles. The other – the one in the sweater with the bouffant mane – sat to one side, working both a scribble-filled chalkboard and a clacking abacus with his magic. At intervals, other spear-heads in livery and/or barding would float one of those strange lanterns over to where the chalk lines crossed each other; the two spear-heads would position the lantern just so at the intersection and the process would repeat.

Rainbow Dash had taken wing and hovered over the center of the diagram, her wingbeats blowing chalk dust as the spear-heads positioned another lantern. “Huh, this looks fancy,” she’d said in that raspy voice of hers, turning her head one way and then the other as she looked at it. Then she hovered there looking down at the others, “What are you going to do with all this – summon back Nightmare Moon or something?”

Pinkie laughed, Twilight gasped. Ears flattened, the Nightmare herself glared at the hovering pegasus; both Nightmare and Burning Queen snorted. Dash cringed, landed, and went on her belly before the two Alicorns Major.

Now they’ll kill Dash for that insult, Ardi thought, and to his surprise mainly felt relief. Which means they lose one Element. And I don’t have to try worry about tomorrow! He looked around and saw to his surprise neither fear nor satisfaction on the faces of the other ponies. Only annoyance.

“Rainbow Dash!” Twilight shot her a dirty look. “Watch your manners!” Dash rolled her eyes but she apologized to the Nightmare in a way that would have gotten Ardi’s ears torn for him if he’d been so flippant with his Alpha.

The Princesses didn’t kill or even hurt Dash for that insult. Maybe they’re not as cruel as they used to be? Or do they just need her for their working so much they’re waiting until afterwards?

Then came a long explanation from the spear-heads which Ardi couldn’t follow. Bored, he eased over to the outer circle – walk like a pony, not like a wolf – only to see the same three-gemstone pattern as the ponysuit’s flank scribed on the floor between the two circles. And at intervals around the patterns, the pink poisoner’s three balloons, the wolf-killer’s three apples, and the cutie marks of the others, chalked between the circles just like “his” three gemstones.

* * *

And when I get out of here, then what? I can’t go back to my pack. Even if they were convinced I’m a wolf, they’d still drive me away. And I can’t go back to Ponyville, or even stay in Equestria. The ponies would eventually either recognize me as ‘Rarity’ or guess I was a wolf and kill me. He leaned against the cool stone of another statue, head and tail hanging low, feeling almost sick as he pondered his lack of options. I can’t stay. I can’t go. I can’t hide with my folk. I can’t hide with the ponies.

Why did I have to do this to myself?!?

A voice seemed to answer inside his head. Don’t ask me, furball. I’m still wondering why I just didn’t get rid of the Elements when I had the chance.

Ardi gasped and looked around. Nothing. No wolf, no pony.

“Wh-who’s there?” he whispered. No verbal response, only the feel of smug amusement. Ardi bristled inside the ponysuit. “I s-said, who’s there? Show yourself!”

Heh. The voice came again. A chuckle of amusement without humor, crawling inside his mind. Look up, genius.

Slowly, much against his better judgment, Ardi raised his costumed muzzle towards the statue towering above him.

A ghost in the moonlight, rearing and twisting upright, many times his size. A long, impossibly skinny dragon-thing made of mismatched parts of other creatures. Limbs that didn’t match, one tiny wing like a bird and the other a bat, horns that didn’t belong on the same beast, a single stray fang, an expression of frozen shock on the draconic-equine face.

Th… The… The… The Twis… Twist… Twisting One!

Ardi worked his mouth, but no sound came out. He tried to back away, but his paws – hooves – whatever seemed nailed to the ground. Like he’d already been turned to stone. He heard somepony, or something, off among the shrubs, a sort of dry rustling against the distant falls’ roar.

Finally he could make a sound. “You… You’re it,” he whimpered in Rarity’s voice. “You’re him. The – the Twisting One!”

Figured that out, did you? Discord looked down on him, frozen in stone. Oh, if only I could watch the lovely Chaos when Celly finds out who and what you are! But don’t worry, I’m sure we’ll have all the time in Equestria to discuss it when she TURNS YOU TO STONE!

And the monster’s laughter filled his mind like the buzz of a hornets’ nest, only to cut off in mid-chuckle as the panic-stricken wolf finally leaped away from the stone, breaking contact as he fled shrieking in Rarity’s voice back into the startled-awake palace.

And while the Night Guards chased “Rarity” down, an only partly-equine form took wing from the garden and buzzed off into the Canterlot night.

* * *


Rarity galloped around her hotel room like a wild mustang in a corral, eyes wide, mane and tail losing their perfect coiffing, horn glowing like a torch. Her sleep mask shot off her nightstand, ricocheted off the steam radiator and into the room’s wastebasket like Rainbow Dash doing a sonic rainboom, followed by the shredded remains of yesterday’s entertainment section.

Can’t sleep – don’t dare sleep – never again – not after seeing THAT!

“No! Í will NOT think about it!” Rarity forced herself to stand still, panting from her exertion. She should have walked out then and there, gone right back to the box office and demanded her bits back. And if the box-office filly hadn’t given her satisfaction, demand to see the theater manager and drama-queen him or her until she got her bits back and registered a very vocal complaint.

But she didn’t. She’d just sat there in wide-eyed shock for the rest of the movie like a pony watching a train wreck, eeping like Fluttershy through graphic kill after graphic kill – fifteen before she lost count. Why did I keep count? And analyze her wardrobe the whole way?

Through the cameo appearance by that minotaur Iron Will as “her” last victim – the impulse murder on a visit to Canterlot where “she” slipped up and got caught.

All the way to the final harrowing End.

Can’t sleep – don’t dare sleep – not after that ending! Can’t ever wear a sleep mask again! Can’t ever sing that lullaby to Sweetie Belle again! Can’t even ever hear it again!

The shredded remains of yesterday’s Manehatten Times joined the enterainment section in the wastebasket. Rarity took a deep, cleansing breath such as Twilight had shown her how to do, then reached out with her horn for today’s evening edition waiting in her room when she’d finally gotten back. She was starting to tear it apart when the headline caught her twitching eye:


She stopped tearing, pulled the paper before her, and read the lead story beneath the headline.

National Heroes… Elements of Harmony… at the Sun Palace, greeted by Princess Luna and summoned for reasons as yet unknown at this time. Possibly in connection with the rumors of Changeling infiltration into the capital and Equestria’s cities and towns… Exclusive Source… planned magical response by Her Highness’ Spellguard and personal apprentice, Twilight Sparkle… That, however, held her attention less than the photo beneath it. She saw her friends there – Twilight, Applejack, Fluttershy, Rainbow Dash, Pinkie Pie – and little Spike. And Princess Luna, looking as dark and regal as she had last Nightmare Night.

And she saw HERSELF there. Eyes wide and glaring at the camera-pony, standing beside Fluttershy who had one wing set protectively over the impostor’s withers.

Rarity’s exhausted mind made the most obvious conclusion.

“The Changelings have replaced me and Fluttershy, and they mean to, to do something to stop Twilight from stopping them! This is The! Worst! Possible! Thing! I have to get to Canterlot now, I have to save my friends and, and everypony!” And her eyes hardened as she glared at the false her in the photo. “And I’ll turn you into a rug, you, you horrid bug!”

Even as she said it Rarity exploded into action. Her horn glowed like Celestia’s; a tornado of silk and brocade and jewelry and mane-brushes and cosmetics whirled around the room like books around Twilight, speed-packing her cartload of luggage like some griffin barbarian sacking ancient Unicornia. A railway schedule from a nearby table joined the whirlwind, hovered before the white unicorn’s eyes as she ran through the listed trains.

Canterlot Limited leaves in less than two hours! Grand Central is only five blocks away!

Suitcase and steamer-trunk lids slammed shut; with her horn she pulled the cork out of the voice-tube that led to the front desk.


Day Seven: And the Horseapples Hit the Fan

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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.


Day Seven: Will the Real Rarity Please Stand Up?

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Day Seven: Will the Real Rarity Please Stand Up?

“B-but Applejack and Rainbow Dash were after him,” Fluttershy quavered as she shivered on the cool stone floor of the Gala Hall, face buried in her fetlocks. “And the dragon… And Lotus from the Spa started with the jousting harness and how her family hunted down wolves around Stalliongrad…” Her voice tapered off into a whisper.

Princess Celestia stretched her shining white wing over the butter-yellow pegasus, gave her a wing-hug. “Continue, Fluttershy.”

“Ardi’s a nice wolf… But he’s scared of us…” She lifted her face to the Alicorn Major who lay beside her. “He’s especially scared of YOU, Princess…”

Fluttershy dropped her head again, staring at her fetlocks. Celestia nuzzled her like a foal. “He… he calls you ‘The Burning Queen’… And… and he still calls Princess Luna ‘Nightmare Moon’…”

Luna snorted, almost dropping the espresso she held in the aura of her horn. Fluttershy eeped, buried her head in her long pink mane. In the quarter-hour since the search parties had set off after Rarity, the two Princesses had been slowly getting the story out of her in squimpers and whispers. A hooffull of Palace staff and Royal Guards milled around; both unicorn mages had settled in for the wait – Professor Yorsets with a pulp magazine pulled from somewhere in his sweater and Archmage Nexus with a huge snifter of orange juice.


“HIGHNESS!” The Spellguard on watch by the doorway neighed. “We have trouble. Coming this way.” Through the hall’s half-open doors came the sound of approaching hooves, panicked whinnies. And beyond them, the neighs and screams of a fight.

Princess Celestia rose to her hooves, her sunburst cutie mark shining gold, a similar glow surrounding her horn.

“Fluttershy. Get behind me.”

With a squeak, Fluttershy scooted behind the Princess, a foal hiding behind her dam. Dropping her espresso, Luna took to wing with half a dozen Pegasus Guards, ready to flank whatever-was-coming from above. Professor Yorsets set down his copy of Amazing Stories: A Changeling Anthology and Archmage Nexus his snifter; both moved to back up the Spellguards flanking the door.

The panicked hoofbeats grew louder; shireks and whinnies and yelps filled the hall beyond. Alicorn and unicorn horns began to glow with magical energy.

“Sister,” Celestia called to Luna hovering above. “First one’s mine.”

Then something white, gold, and screaming burst through the doors, into the light of the Changeling-detection lamps.


Magical auras slammed into Prince Blueblood, lifting him off the floor, holding him in containment wards. He kept galloping on air.


Fluttershy squealed; Luna facehoofed in mid-air; Celestia released her idiot nephew. The instant his golden-shod hooves hit the floor, he dived behind “Aunty” and alongside Fluttershy.

“Ch-ch-Changelings in the Palace!” he kept neighing. “That Queen I told you about! She’s here and after me! I…”

Another white equine galloped through the door towards the Sun Princess, a unicorn with two long amethyst ribbons for mane and tail – and without the Element of Generosity.

“Rarity?” Fluttershy squeaked – just as the unicorn passed into range of the lantern and flashed into a black-and-yellow Changeling Queen.

Blueblood and Fluttershy both cringed as a Royal Canterlot Voice shook the hall from above. “SHE’S MINE!

Celestia saw the Changeling Queen – now back in Rarity’s shape – drop to her belly and fetlocks before her, a pony’s bow of submission. A second Royal Canterlot Voice thundered from below. “SISTER! HOLD FIRE! It’s NOT Chrysalis!

A blinding flash of chain lightning blasted from the Moon Princess’s horn; the Sun Princess’s horn flared in reaction, raising a shield between her sister and the cringing Changeling Queen, dispelling the lightning blast with an eardrum-breaking roar of thunder. The Changeling stayed on her belly, held by Yorsets’ and Nexus’ magic – and a moment later, by Celestia’s.

“Hive Queen of Ponies!” she blurted out, with none of Rarity’s gushing formality. “I beg your mercy for me and my Hive! We have lived below your city since the time of the Night Mare! We were never a threat to You or to Equestria…”

“PRINCESS! MORE INCOMING!” The Spellguard interrupted as more hoofbeats and screams came through the door. An instant later, a tangle of white and amethyst exploded into the Gala Hall. A maelstrom of two more Rarities, one with a white wolf’s tail and wearing the Element of Generosity necklace, the other a sweat-matted mess.



The two rolled across the floor, kicking and hoofing and snapping and whinnying and – howling? Chunks of purple mane and white coat flew, then Pegasus Guards piled on the two from above and blue and grey-green magic auras pulled them apart. The Rarity without the Element – the one with the purple tail, stable stench, and bloodshot eyes – thrashed in the barded guardsponies’ grips, neighing like a wild mustang and trying to get to the second Rarity. The Rarity with the Element – the one with the white wolf’s tail and torn coat that didn’t bleed – kept cringing away from the first. This Rarity wasn’t sweating like the other; instead, she panted like a dog, long tongue dripping between very un-ponylike fangs.

“’Tis no pony!” Luna grounded behind the fanged Rarity, lowered her horn; the Element necklace lifted away, then the unicorn’s hide ripped apart and flew off, revealing a cringing white wolf.

Fluttershy poked her head around Celestia’s flank. “Ardi?”

The wolf whimpered.

* * *

“Ardi!” Fluttershy half-galloped, half-flew to the white wolf; the two guardsponies released him to the Princess’s magical aura and stepped back as the butter-yellow pegasus set herself between him and them. She looked ready to Stare the guards.


Celestia looked up from where she held two fake Rarities in her magic. A fourth Rarity?

A blue-and-rainbow streak shot through the doors at three lengths altitude, only to get body-blocked by two Pegasus Guards in mid-air – “HEY! LEGGO!”

No, just a Rainbow Dash.

More hooves rang on the floor as Celestia’s personal student and two Element-bearing companions ran into the hall. Spike leaped off Twilight’s back and ran over to where two guardsponies held the ragged Rarity upright, while Twilight braked to look down at the shredded ponysuit on the floor.

“Rarity!” the little purple dragon yelled as he latched on to the frazzled unicorn’s matted fetlock. “What happened to you? Are you okay?”

Pony sweat dripped on him, steaming away as a ragged head with tangled mane lowered, bloodshot blue eyes trying to focus on him. “Spikey? My little Spikey-Wikey?” And her head pressed down on his in an equine hug, velvet lips brushing his spines.

Twilight kept staring at the remains of the ponysuit. “My Archmage’s Thesis…”

Applejack, hat askew and coat matted with sweat, dashed towards Ardi; Fluttershy set herself back against the wolf, shielding him from the furious palomino. “Don’t hurt Ardi! He didn’t hurt anypony, he was just scared and hiding…”

“Fluttershy!” Applejack snorted, eyes flaming green and muzzle dripping foam. “Ya mean ya knew where that wolf was the whole time! After he scared the whole town! And ya didn’t say anythin’?”

“You wanted to make a rug out of me!” Ardi snapped at her. He pointed at Dash, now landing beside Applejack. “And she wanted to hang my tail from her mane! Fluttershy wanted to hide me at Rarity’s shop until she could sneak me out, but you came looking there, and so I had to hide inside that pony suit of hers, and then everything just kept getting worse!”

“Ooooo!” a blur of pink with a poofy mane bounced over. “Two Rarities and a wolfie! You know what this calls for?”

“NO Party!” chorused the other three Element-bearers.

* * *

The aura holding the wolf changed from golden to blue as the unicorns took over restraining him; Celestia turned to the greater threat – the other Rarity held in both alicorns’ aura. After Chrysalis, neither of the Royal Sisters was taking chances.

“Now then,” the Sun Princess began, flaring her wings; the light in the room seemed to double, then dimmed back as the Moon Princess did the same, stepping closer to the other Rarity. “Who are you and what, exactly, do I do with you?”

“Your Highness,” she said in that not-a-pony voice, and golden flames surrounded her. They vanished to reveal a Changeling Queen, her ebon carapace trimmed in gold instead of teal, her yellow eyes agleam. She looked fearlessly at Celestia as she said, “I am Queen Vespid, of Hive Vespid, I rule a Changeling Hive of my offspring that coexists with Canterlot and has coexisted here since the founding of the city. We have never taken ponies, we have never transformed ponies, we have never harmed ponies. We only tap and feed from their emotions in secret, as is the Changeling way. Or was, until Chrysalis came.” She spat the name in a chittering squeal, the sound of metal-on-metal.

“Over half my Hive died in the fighting when Chrysalis attacked. Half of those killed by her drones, half by pony magic. I have but one question. Do you truly seek to kill all the rest of Us with this ritual?” She pointed a perforated foreclaw at the chalked outlines on the floor.

Ardi’s eyes went wide as Celestia recoiled in shock, her ears going back. His ears twitched as horrified gasps burst from Twilight and Fluttershy.

“That, that’s not true!” Twilight said. She stepped close to the Changeling Queen. “We, we’d never,” she shook her head and almost yelled, “Why does everypony think Celestia is like that?!?”

Celestia waved her student back with one wing.

“First of all, Queen Vespid, the purpose of this ritual working was never to kill, only to detect and expose.” One of those Changeling-detecting lanterns floated up off the ground and over to her. “The working was to extend the effect of these lanterns over all Equestria for a short time, forcing shapeshifters into the open. Even in defeat, Chrysalis started a panic among my little ponies. Conspiracy theories, stampedes, local riots, pony attacking pony thinking they were Changelings, fear of my land being overrun with shapeshifters. Chaos and Disharmony growing in the land; should I let Disharmony grow until Discord once more breaks loose from stone?”

Vespid shuddered at the mention of Discord. Ardi shuddered at the mention of stone. Fluttershy pressed up against him as Celestia continued.

“The casting would only force shapeshifters back into their base form, proving once and for all to everypony that their neighbors were not Changelings in disguise and Equestria was not overrun by hordes of shapeshifters. And that is all.”

“That is all?” The Changeling Queen looked at Celestia – then around and behind to Luna – as her jagged horn glowed. Professor Yorsets’ dropped pulp magazine slid across the floor, floated up before the Sun Princess. A monstrous-looking Changeling glared and slavered on the lurid cover. “That is not what your ponies believe.”

“Chrysalis’ attack started a fad in fiction. As did the Return of Nightmare Moon and the Day of Discord.”

“Is the Canterlot Sun fiction? The Manehatten Times? I have read your newspapers. I have heard from the mouths of their sources.”

Behind Celestia, Prince Blueblood began to shy away towards one of the side doors.

“The headlines read ‘Princesses and Element Bearers to rid Equestria of Changelings Forever.’ The articles beneath give details, and speculate where there are none. The editorials say the same as the fiction: Changelings are monsters; all must be killed before they kill ponies.”

“Details and speculations? From the mouths of their sources?” Luna’s voice came from behind Ardi and Vespid. “What would you know of that, Nephew?” Blueblood streaked out the side door in a flash of white and gold, the Moon Princess’s eyes following him as he disappeared.

“Ah, that,” Celestia said. She took the pulp magazine gently from Vespid’s grasp. Ardi saw annoyance pass over her face and vanish as she said, “I’ve ignored many of the things they said about me before this – we have freedom of the press in Equestria – but when my words and deeds are deliberately misrepresented to provoke either anger or fear, then I think I need to have a talk with the newspaper editors.” She looked off to the side, at the door where Blueblood had vanished. “Nor do I appreciate it when somepony goes behind my back and spreads stories about official secrets. Even if they are of the line of Princess Platinum. One cannot choose one’s relatives, even those by ancestral adoption.”

“I have Hive offspring who are the same.”

Celestia looked back at Vespid. “As Princess of the Sun and co-ruler of Equestria, as one reigning royal to another, I swear to you that I have never and will never mean any harm to beings that can live within the laws of Equestria, be they pony or dragon or,” and Ardi thought she smelled like a warm Spring day as amusement filled her voice, “even Changelings or wolves.”

She looked at Ardi and smiled. He flinched, Fluttershy eeped and squeezed him with one wing. “Even ones who pretend to be one of my little ponies.”

The golden aura around Vespid faded, leaving only midnight blue. “Release her, sister.”

The midnight-blue aura faded, and Vespid rose on perforated legs. She was almost as tall as Luna. Celestia stepped forward, golden sabatons clacking on the floor, and craned her neck around the Changeling’s in an equine hug.

“Welcome to the surface of Equestria, Queen of Hive Vespid.”

* * *

Finished with Vespid, Celestia turned to the other ponies – and one wolf – in the hall. Applejack and Rainbow Dash were with the only Rarity remaining, one on each side holding her upright. She looked asleep on her feet, head drooping, twitches and shivers running through her entire body. Spike still clung to her foreleg.

“Is she all right?”

“Somethin’ about not sleepin’ for two days and runnin’ all the way across Canterlot,” Applejack replied. “Then she got into a fight with thet wolf. Don’t think she’s been buckin’ any apples, though.”

“Take her to her guest suite in the Garden Tower. Clean her up and get her into bed.” The Princess turned to two of the waiting Palace staff. “She needs to sleep. Dusty, Phalanx, guide them.”

The now four ponies guided the worse-for-wear Rarity to one of the side doors. “No…” she whispered as they led her away, “Can’t sleep… Can’t ever sleep again…”

Fluttershy lay next to the wolf; both looked up at Celestia in undisguised fear. But then Fluttershy always looked scared when facing a Princess – except for that one time at the Gala when she went berserk. Pinkie bounced over to the Changeling Queen.

“Hi I’m Pinkie Pie and you’re the only pony here who’s all all alone but you’re a Changeling not a pony so you’re really the only Changeling who’s here who’s all all alone….”

Vespid gave the pink pony a strange look.

“So much for the working,” commented Spell Nexus. “And after all that setup.” He turned to Professor Yorsets and some bits changed hooves, floating from capelet pocket to sweater pocket.

“And now one last piece of unfinished business,” Celestia said as she stepped over to the white wolf and yellow-and-pink pegasus. “Twilight, if you would accompany me?”

* * *

Oh Scat…

Ardi looked up as The Burning Queen stepped over to him and Fluttershy, twice his size, shining from within, mane streaming in a nonexistent breeze. The wolf-sized spear-head Twilight followed her like a pup.

Fluttershy’s wing squeezed Ardi; he felt her shiver. Are they going to kill her, too? For aiding me?

The terror of all the Old Stories and den-wall paintings, She Who Commands the Sun, Killer of Wolves, looked down at him.

“You are ‘Ardi’ of Stalliongrad? Fluttershy has told me about you.”

* * *

Ardi gulped and shivered at that question. He pressed against Fluttershy, tried to glance around for an escape, but the Burning Queen simply kept his eyes locked on hers. The alicorn spoke again, drawing his attention back to her.

“Well?” Wait, was she smiling? Maybe she’s just pleased to have a wolf to roast?

“I,” he gulped and whimpered. “I, I’m, that is…” He cringed back. “Please don’t kill me, I didn’t hurt anypony, don’t do to me what you and your sister and the Twisting One did to Father Fenris!”

“Oh, Your Highness, please don’t hurt Ardi!” Fluttershy squealed from beside him, moving forward to shield him. “He didn’t hurt anypony, he was just scared and hiding! Don’t hurt him!”

Ardi wanted to move and set himself between her and the Burning Queen. It wouldn’t do any good, but she deserved better. Maybe if he charged her, Fluttershy could get away…

“Why not?” Ardi growled. When Celestia looked at him, he wanted to bite his tongue, but decided to go through with it. He was dead anyway. A wolf only loses one fight, the fight in which he dies…

“You and your sister and Discord, the Twisting One, betrayed Father Fenris at the dawn of the world! Then you both betrayed Discord, and after that you turned on your sister! You killed wolves, burned them to ashes in their dens so your herds could cover the world! WE NEVER HUNTED PONIES! WE RAN FROM YOU! WOLVES RAN!”

“That’s not true!” the spear-head yelled out from beside The Burning Queen. “Why does everypony think the Princess is like that?!?”

The wolf’s voice gave out, shrank into one devoid of all hope. “And now you’ll do – the same, to me, because of what I am and what I’ve done. Just please,” somehow he forced himself to look in the Burning Queen’s wide eyes, “Please make it quick, and don’t hurt any of the ponies who tried to help me.” He closed his eyes and wondered what the final blast of sunfire would feel like. Or would she take him outside and do it there? It’d be less of a mess on the carpeting…

* * *

“PRINCESS!” Spike’s voice rang out from across the hall; heads jerked around. “SOMETHING’S HAPPENING TO RARITY!”

Between the four ponies by the side door, Rarity slowly collapsed to the ground, gasping. Spike cradled her head as she started to moan and twitch, eyes jerking under shadowed eyelids, her legs curling up like she was being tied up or strapped down. “No… No…” she whimpered, then she started to sing in her sleep. Quiet, but still carrying through the hall. Ardi’s ears pricked to listen, and he shivered.

“Hush now… Quiet now… Time to lay your sleepy head…”

Rarity looked away – anywhere – as the Royal Guard executioner tightened the straps that bound her. Through the window of the death chamber she could see her surviving friends except for Fluttershy looking in with shock-frozen faces. And Sweetie Belle? Why were they letting Sweetie watch?

A black sleep mask floated up in the executioner’s dark aura, cutting off the last sight she would ever see – the shock-frozen faces of her friends and little sister. The elastic tightened behind her head, then a faint golden glow came through the blindfold as the Princess began to turn her to stone forever.

“H-hush now, Q-Quiet now, I-It’s time to lay your sleepy head… H-Hush now, Q-Quiet now, I-It’s time to g-go to bed…”

“WHAT’S HAPPENING TO HER? RARITY!” Spike called as he cradled the unicorn’s shuddering head, listening to the creepiest rendition of “Hush Now Quiet Now” anypony – or anydragon – had ever heard.

Twilight ran over, only to stop at a command from Luna. The Night Princess stepped up. “She dreams. A bad one. Hold her still.”

Then the dark Princess, the Nightmare herself, closed her eyes and lowered her head, touching her long horn to Rarity’s horn with a blue spark. Luna’s dark-blue magic flowed down the linked horns for a long moment, then Spike and the ponies next to them – and Ardi – heard the Moon Princess whisper over the surreal whimpering lullaby.

“Thou are not her,” the Night Princess whispered like a mother to her pups, in a voice as soft as Fluttershy’s. “Thou didst not do the things she did. Nay, thou must not needs die for what she did. Nor the way she did. Not like that.”

At her words, Rarity relaxed and lay still, Spike still cradling her head. The Nightmare broke contact, opened her eyes, then leaned forward to kiss the unicorn on her horn. “Sleep, my little pony. Thou shalt never have such a dream again.”

The Nightmare – no, “Princess Luna” – stepped back and nodded. A Spellguard levitated the sleeping form, cocooning her in grey-green magic, and eased her from the hall. Spike followed them. Ardi stared after her, wondering if the mare would be well.

The Burning Queen raised her head, called to her ponies. “Twilight? Applejack? Rainbow Dash? Come to me. Open your eyes and ears. You need to hear this.”

The other ponies came over – the palomino who had hunted him, the blue pegasus who was going to take his tail as a trophy, even the pink poisoner who’d somehow acquired a tub of popcorn. The Changeling Queen stood beside the pink pony, watching instead of munching.

“Ardi?” He turned back to find Celestia’s eyes once more locked on his own and swallowed, wondering if he would be as well.

The Burning Queen lowered herself, lay on her belly before him, tucked gold-sabatoned fetlocks under her. “We heard little about wolves for centuries; except for the Timber Wolves of the Everfree, we thought them gone or driven far away into the wilderness. All we heard from Stalliongrad was occasional sightings. Or reports of attacks by feral packs. As far as we knew, wolves-who-spoke were no more.”

Her Royal Tiara-crowned head descended towards him; he yipped in shock at the touch of velvet-soft equine snout against his cheek. Her breath was warm against his face, her scent like a warm spring day.

“As I swore to Queen Vespid,” the pony Princess looked back at the Changeling Queen who stood watching from the side, “I have never and will never mean any harm to beings that can live within the laws of Equestria, be they pony or dragon or griffin or minotaur –” She paused for a moment, and amusement filled her voice. “Or even wolves who pretend to be ponies.”

“I, I won’t be punished then?” Ardi asked, wondering if maybe he just dreamed. “You’ll just –let me go? In peace?”

“Yes, Ardi of Stalliongrad.” She looked him in the eyes; he thought he saw tears forming in hers.

Then, because he had to say it; “But why? Wolves used to hunt ponies, and ponies still hunt wolves!”

The Burning Queen sighed. “Because of what happened long, long ago,” she began, “After the First Age of Discord.”

A rhythm crept into her voice; Pinkie plopped onto the floor and dug into her popcorn. Ardi sensed a ritual opening to an Old Story, and perked his ears to listen.

“Those were dark times, Ardi, everypony. Dark and Terrible. With their maker and master sealed away, Discord’s subcreations rampaged across the land. All the monsters of today’s Everfree, plus monsters even you never heard of, Twilight – the Landsharks, the Beholders, the Ibathene, the Tarrasque. All of them preying on ponies. Dragons and griffins joined in the hunt, as did wolves both timber and flesh.”

“And for centuries afterwards, my sister and I protected our little ponies. We hunted down those who hunted them, drove them away from what’s now Equestria, back into the Wastelands or the Everfree where Discord’s chaos still reigned. Hundreds of years of blood and death and monsters. Monsters, predators, even ponies who wanted to be the next Tirek or Grogar or Discord – King Sombra of the Crystals was just the best-known.”

The Nightmare’s voice came from behind Ardi, and something in that voice set him shivering. “Thou hast never had to face Sombra in his prime, Twilight Sparkle. Only what remained of him after a thousand years – the shadow of his rage, his hate, his craving to dominate.”

Silver sabatons rang on the floor as the Nightmare walked into view. “We were different then, my sister and I – dark and terrible, to match the times. It was then I first took the form and title of Nightmare Moon.” The ponies gasped and Ardi cringed as she shifted to the form she’d taken on Nightmare Night, when the Nightmare Moon statue “came to life” to scare the colts and fillies. Then the illusion dispelled and she was once more Princess Luna, her head lowered. “Twas to make me look more terrible and powerful, to intimidate the monsters and predators. Didst work too well; my ponies also ran from their Princess in terror. To them, I was just another monster who came in the night. And she took me over.”

Before him, the Burning Queen resumed. “After I – lost my sister – then came Syhlex, Lord of Dragons, and his seven sons to prey on my ponies now that I was alone.” She closed her eyes for a moment, as if remembering. “Equestria below us, fair for the taking! The Mare of the Night has fallen, and who fears the Day?” Her eyes opened. “You know what happened then.”

“Syhlex was the last great threat to Equestria. Two centuries after that, Equestria was at peace and growing. Ponies were settling and colonizing along the borders, expanding the realm to the size it is today. Seven hundred ninety-four years ago, I raised the sun for that year’s Summer Sun Celebration at the new colony of Vanhoofer, at the edge of the griffin lands. At the time, Vanhoofer was only a cluster of villages, smaller than Ponyville is today.”

“The Lord Mayor of the colony and Lord Commander of the garrison received me with all the pomp they could muster – you have seen the same upon my visits to Ponyville. After the formal Raising of the Sun, they brought me an ‘offering’, a ‘sacrifice of thanks’.” Her voice became grim. “A captured griffin, bound and gagged, laid at my forehooves.”

“I removed her gag and asked her what was her crime? And it was being born a griffin, an eater of ponies.”

The alicorn’s voice began to quaver at the memory; all but the Changeling and the other Alicorn Major shuddered inside.

“She kept begging me to spare her young and to ‘make it quick’ – as you did just now, Ardi. All she asked for herself was a blindfold, so she couldn’t – see her death coming! She expected me to kill her on the spot – trample her beneath my hooves, burn her to ash with sunfire, as I had so many others in the chaos left by Discord! No griffin had preyed upon ponies for over five hundred years, yet to her I was still the griffin-killing monster. As I had been to my own little ponies, the colonists who hunted down griffins and had captured her alive as an ‘offering’ to me. We-We had become their monsters.”

Pinkie stopped crunching as Ardi and Twilight spoke as one. “W-what did you do to her?”

“I let her go, escorted her and her young to their aerie in the Griffin Mountains, and paid the Griffin Chieftans another state visit. Of peace between griffin and pony. Grizelda Sleek Tail returned with me to Equestria, as my personal student.” She looked at Twilight like a dam to her foal or bitch to her pup, extended a wing over the smaller spear-head. “You would have liked her, Twilight, even though she has been dust for seven hundred years. The only griffin student I have ever had. One of her sons even sired the first hippogriff.”

She refurled her wing, turned her face back to Ardi.

“That was almost eight hundred years ago, with the griffins of the Northwest. Perhaps it is time to do the same with the wolves of Stalliongrad.”

Her voice changed back to its previous one, except now with a trace of whimsy.

“Now to answer your first question: No, you won’t be punished. You seem to have done a good enough job of punishing yourself as it is,” Ardi flushed pink in his ears at her words. “And you can stay in Canterlot, or Ponyville…”

Fluttershy squeezed him and squeaked; Applejack snorted. Ardi saw the palomino – and the blue pegasus – fall silent at a glance from the Princess. But judging by the way the earth pony’s hoof scraped against floor, he figured it might be best to stay away from Ponyville for a time.

“Or anywhere in Equestria you wish,” The Burning Queen – no, Princess Celestia – said. “I ask only one thing. That when you return to your wolf pack, that you tell them, tell all the wolves, that they may live openly and freely in my land rather than hiding in wild woods and caves and on lonely moors like scavengers. Just so long as they follow its laws. The old days are more than a thousand years gone. Neither my sister or I will kill any of you simply for being. Please,” Ardi’s ears pricked up. Was she pleading with him?

He looked at her, and for the first time saw a mare, not the black-armored and horned Burning Queen of puppyhood nightmares. A giant mare, horned and winged, crowned in gold and shining from within, who looked so very tired and a little sad.

“Please, young wolf. The old days are long gone. Discord is sealed in stone in the Royal Gardens, his subcreations now hunt only in the Everfree. I have lived for more years than even Twilight can count and I have become so very tired of being an object of fear to so many.”

Ardi put his head forward and nuzzled the alicorn’s snout. She nuzzled back, and the other ponies joined her.

“I…” Ardi began, then said, “I will, Burning Quee –” He broke off as she cocked an eyebrow at him. “I will, Princess Celestia.” He hesitated, and added, “But they may not believe just my word.”

“Oh, don’t worry,” Celestia said. She smiled at him. Ardi began to wonder if he’d somehow just gotten in more trouble as she said, “I think we can find a way to give your word more weight.”

Epilogue: Stalliongrad

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Epilogue: Stalliongrad

In the forests around Stalliongrad between the Crystal Empire and the Griffin Lands, far enough north that the snow lay on the ground for eight months of the year and Celestia’s sun and Luna’s moon sometimes stayed in the sky for days or weeks rather than hours, a large pack of wolves faced a returned outcast and a stranger. The scarred pack Alpha stood before the rest, who looked on with tongue-lolling lupine grins of amusement as they listened to the young white wolf tell them of what he had seen and done in Equestria.

Or an edited version, anyway.

“And so after meeting the pony princesses, I returned here,” Ardi said, keeping his eyes firmly on his alpha, his stare skirting the edges of lupine good manners. The large grey wolf lowered his ears and bristled at him. Ardi almost dropped back, but stopped when the white she-wolf who accompanied him stepped up beside him. Ardi said, “They told me to return and tell my pack, all the packs, that ponies and wolves are no longer enemies,” he raised his voice to be heard over the contemptuous growls from the other wolves, “And that we can go openly among ponies without fearing being hunted or slain. I swear of its truth, O Adelwulf, Alpha of all the Packs.”

“How did you go unnoticed among them so long?” One old wolf of Broken Fangs Pack called out. He made his way forward slowly, limping and scarred. “It has been since before my mother’s father’s time that wolves lived so far south in Equestria. Why did they not kill you, if you lived among them as you say?”

“Oh, that!” Ardi grinned weakly. He looked to the side for support. The she-wolf just smiled politely, no fangs visible. “I, ah, had some help from the pony who aided me before.”

“This lie again?” Another wolf cried out, the Alpha of Long Lake Pack. “Next he will tell us that he used pony magic to hide himself!” Lupine yips of laughter rose to the cold sky above, warmed only slightly by the spring winds.

Ardi grinned, fighting against his worry. He stiffened as Adelwulf walked up to him, sniffing and nuzzling him roughly. This was no sign of affection. Ardi knew his Alpha doubted his words, but he had no idea just how badly he doubted them until with a growl the pack leader seized him by the loose fur of his neck and shook him mercilessly.

“Do you expect me to believe this?” The Alpha snarled, before flinging him to the dirt and snow below. The she-wolf with him started up, her eyes going wide with concern. Ardi yipped at her to stay still. The Alpha noticed and growled at her. “Listen to this lying fool, bitch, whoever you are.” He then snapped at Ardi, “You brought these lies to me, Adelwulf, your pack Alpha to whom you owe honesty and respect, once before. You said that when you wandered south to Discord’s Demesne that you were poisoned by a pony, but that another one saved your life.” He spat the last words out as though the mere sound of them in his mouth was sickening. Ardi tried to rise, but Adelwulf slammed him back into the snow-slush with one paw. “Ponies do not save wolves! They kill us whenever they find us! The earth ponies and,” he gulped and a shiver ran down his pale gray form, “and fliers and spear-heads slay us out of envy for the gifts Father Fenris gave us so long ago!” He gave Ardi one last growl and shake of his ruff before he stepped away. Looking down at him as he rose, Adelwulf said in a voice filled with cold threat, “This is what has always been. This is what will always be. Your words are lies. You cannot be trusted to be honest with your Pack,” he looked around at the other wolves, who growled their agreement, “And so you have no place among the Packs. I take your name and name you Gangrel. Go from us forever.” He added with a contemptuous snap, “Live with your pony friends, and see how well they treat you.” He turned to leave as did the other wolves, only to stop when the she-wolf with Ardi spoke.

“What would he need to convince you, Adelwulf, Alpha of all Packs of the Forest around the pony city?”

Adelwulf turned with a snort. He took her scent as he looked at her. Part of him wished he was not already mated when he did. He glanced at his mate nearby, scarred and fierce; the Alpha Bitch noticed it and flattened her ears at him in warning. He flashed a reassuring grin at her he hoped she believed and sniffed at Ardi’s companion again.

She smelled clean and strong, so much so that Adelwulf wondered what she smelled in that fool Ardi, barely more than a pup. She was leanly built, long-legged, with a snowy coat that almost shined and eyes even bluer than Ardi’s. Odd streaks of color shimmered through her pelt, like the clouds at dawn or the auroras of the night. Light on her feet, she padded past Ardi to stand before Adelwulf, eyeing him without fear as if she were an Alpha herself. He bristled, wondering if he should force submission from her for her insolence, but something about her warned against it.

“I ask again,” she said, her voice firm, “What would it take for you to believe that Ardi has indeed met Princess Celestia, The Burning Queen, and bears her words to you?” She stood still, looking unconcerned as he walked up to and around her, sniffing at her thoroughly. Not too much, though. His mate watched very closely.

“Why do you swear to the words of this Gangrel, this kinless outcast?” Adelwulf asked her, speaking low. He saw Ardi flinch as he said more, but that mattered not. The idiot deserved to know how his lies were despised. The white bitch said nothing, so Adelwulf continued “He will be driven away with his ears and tail shredded so no honorable Pack will ever allow him in again. We should have done that before. If you persist, we will do this to you as well. Is that mangy half-pup and his nonsense about trusting The Burning Queen worth a lifetime’s exile?”

She just looked at him. She glanced back at Ardi, who stood with his tail tucked. Adelwulf hoped she smelled reason in his words. It would be a shame to chase away not just what might have once been a halfway worthwhile wolf, but a magnificent bitch like this as well. And the thought of her, an exile, possibly ending up bearing Ardi’s pups? He shivered at the thought.

“One last time, what evidence would you need to believe he spoke truth?”

Adelwulf’s temper snapped. “Let the Burning Queen come here herself and repeat his words to my face, and I will believe he speaks truth!”

The white she-wolf just looked at him, tilting her head. Then she smiled, eliciting a growl from Adelwulf. The impertinent wench! She looked past him to the Alphas of the other Packs, gathered at Ardi’s insistence on the importance of his words. Their anger growled along with his, a low rumble filling the clearing. She just smiled even wider and said one word.


The sun dropped down from the sky to hang before Adelwulf’s eyes. He cowered back with a yelp. More frightened whines and howls rose behind him, so many he feared they would be heard by the Stalliongrad ponies, and then what?

And then the sunlight cleared and the spots dancing before his eyes faded, and Adelwulf no longer cared what the Stalliongrad ponies might hear.

A white pony twice the size of any Wolf stood before him, wings spread, horn shining as if the sun itself, pastel mane streaming in a wind that wasn’t there, lit by full daylight while standing in the trees’ shadow.

He froze in horror as The Burning Queen lowered her head to look him right in the eyes and say, “As Princess of the Sun, Co-Ruler of Equestria, and with the hopes for future peace between ponies and wolves, I greet you, Adelwulf of the Great Northern Forests packs. I think you know who I am. And yes, Ardi did speak the utter truth about meeting me and living in Equestria among my little ponies for a week.” She looked down at him, still smiling. Her coat seemed almost to glow and the warmth coming from her was like the summer sun as she said, “Some of the stories you have told yourselves are not true, and more have become twisted in the telling. There was indeed a Fenris once," she waited a response, and when she got nothing but silence said, "But know this. He was not betrayed by me or my sister. But this is true: I want nothing but peace between pony and wolf.” Adelwulf flicked an ear at the sounds of sudden hopeful whispering behind him. The Burning Queen must have heard it too, for she nodded and said, “Ardi told me your folk no longer feed on ponies as you did once before my sister was banished. If you can obey Equestria’s laws, you are free to live anywhere in it that you wish.”

“But his words cannot be true,” Adelwulf said, giving Ardi a stern look. Ardi suddenly looked worried as he growled, “Ponies still hunt wolves…”

“They do so no longer,” Celestia told him. “I issued a proclamation before I left Canterlot with Ardi and had it read through the land. The hunting and slaying of wolves or any creature that poses no threat to ponies is forbidden.” She fell silent as Adelwulf shook his head with a growl.

“Maybe not now, but when he went among them, they still hunted wolves. How did he stay hidden?”

Ardi hurriedly opened his mouth to explain, but didn’t get to say anything before Celestia said in an amused tone, “Oh, he looked like this.”

Her horn glowed and light surrounded the young wolf. Ardi yelped – no, whinnied – in a suddenly feminine voice and when the light cleared, a white spear-head mare with two long amethyst ribbons of a tail and mane stood there. The wolves stared for a moment before they broke out in yipping laughter. Adelwulf barked a short, sharp laugh of his own as Ardi’s ears flushed crimson.

“It was an – illusion. Yes, he did hide behind pony magic,” Celestia said, dispelling it. Ardi sighed to see himself a wolf again. “But do you accept his words and mine, now?”

Adelwulf looked from Celestia to Ardi and back again before he said, “I do, and I will tell the other Pack Alphas so they may speak with you. If we can have peace it will be good.”

“I agree,” Celestia said. She and Ardi watched as Adelwulf went back among his own and began speaking with them in low growls. The young wolf relaxed with a sigh.

“It’s really happening,” Ardi said, his voice wondering. He looked at the Sun Princess. “We wolves don’t have to be afraid of ponies any more. Thank you, Princess Celestia.” On a sudden impulse, he leaned in close and nuzzled her muzzle. Only to pull back, the thin skin of his ears flushing an even brighter crimson than before.

“See?” Celestia told him, smiling. “I told you it would work. You might even end up back in Canterlot after all this.” At his curious look, she said, “This is a start but not a finish. We’ll need to settle lots of things like lupine hunting grounds, what animals you can and can’t eat – you can’t go devouring your fellow citizens, after all – how and where your packs will live…” She sighed and closed her eyes as though already seeing the work involved. “It won’t be easy, but with lupine help it can be done. And I think it would be a great help to have a wolf who was brave enough to enter Equestria, confront dragons and even the Burning Queen to help his pony friends, as one of those wolf emissaries. If you’re interested, that is.”

“I’d love to, highness!” Ardi almost yipped for joy. “Maybe I can see your city or even Ponyville again? Er, as a wolf and not a spear-head mare this time?” He thought and frowned. At her questioning look he added, “What about those Changelings, or the real Rarity? Are they in any trouble because of what I did?”

“Vespid’s Changelings are already being helped,” Celestia said, listening to the more and more eager and joyous yelps from the assembled wolves.

“And something tells me that Fluttershy, Rarity, and the rest will be doing just fine.”

Epilogue: Canterlot

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Epilogue: Canterlot

A very odd procession made its way into the Sun Palace. A small herd of frightened and wary ponies, oddly so given that they were entering the castle of their Princesses. Onlookers might not have noticed anything very special about them, aside from the bulging saddlebags they bore, bags that occasionally squirmed, and the fact that every single one of them had golden eyes, very unusual among ponies. A few of Luna’s Night Guards accompanied them, blinking as the mid-afternoon sun came through their smoked-glass goggles.

All save for three in the lead. Prince Blueblood stumbled along. Filth stained his fetlocks and sides, and he reeked of an odor all too familiar to anypony that ever had to pass an open sewer or deal with a backed-up toilet. He seemed to be staring at nothing in particular, though he flinched away whenever one of the mares behind him got too close.

“I was in a sewer,” he moaned in a very small voice, like a foal told they were going to the dentist. “And I stink.”

The two mares behind him just shared a long-suffering look and rolled their eyes. The long-legged, black-coated unicorn with mane and tail and eyes of gold shook her head.

“Has that drone always been like this?” She looked at the pony beside her. “I am surprised you and your sister keep him around, even if he is descended from Princess Platinum.”

“He hath his uses,” Her Immortal Highness Princess Luna responded. “He actually does help the new branch of the Navy, the airships, with their mapping, thus his cutie mark. And while he speaks little of it, he follows the old fashion of the nobility in being charitable.” She snorted and added, “When he is not pursuing mares, that is. Of all the old customs that have gone by the wayside – and come back in fashion and been cast aside again, according to my sister’s student and the histories I have read – the one wherein high-ranking stallions kept harems of mares, only to leave all to their first-born colt, is best gone.” By now they were passing through one of the lesser gates of the palace, the old Moon Gate that faced westwards. Luna sighed as she passed through the doors and into the shade beyond. Darkness gathered around the Princess of Night, shading her. Her guards looked happier as well, stretching their batlike wings.

The ponies who entered with her showed the greatest change, however. They were all enveloped in golden fire before they changed back into gold-trimmed ebon Changelings. The ones bearing saddlebags set them down carefully and opened them. Smiles crossed their chitinous muzzles as the nymphlings stuck their heads out, peering around with wide eyes at the silver-trimmed obsidian walls that surrounded them. Blueblood looked ready to recoil, but a warning glance from his aunt kept him standing still. Vespid smiled down on her young as the nursery-keepers began feeding them, offering more than enough love that they’d harvested on their trip through Canterlot, but she frowned when she looked around at the large chamber they stood in.

“Is this of sufficient size for thy Hive?” When Vespid didn’t respond, Luna said, “We could find a larger room, if so needed.”

“It is not that,” Vespid said. She flew up off the ground and looked around the chamber, her wings buzzing. It was two stories tall, with slender pillars and decorated with paintings and scenes of the night sky. She dropped back down by Luna, her brow furrowing. “It is only that my Hive lived in those old tunnels since before the Nightmare was banished, when Canterlot itself was but a mountain village for unicorn nobles. And stealth, caution, have always been the Changeling way.”

“’Til Chrysalis,” Luna said. Vespid nodded unhappily.

“Until Chrysalis,” she said. “But now we are in the Palace itself. For how long?” She gave Luna a meaningful look. “Many ponies still fear us. After the events of the Wedding, maybe they have good reason. Can we stay here forever?”

“You will not need to,” Luna said and smiled. “Thy Hive will be granted the use of one of the old palaces and estates, and both Celestia and I will have our most trusted Night and Day Guards keeping an eye on it. And the noble owner of said estate will also be under our orders to see to the good health and privacy of thee and thine. And rest assured, it will indeed be a fine palace, will it not, Nephew?”

“Huh? What?” Blueblood looked away from the mirror he’d been mournfully staring in as he examined the damage to his carefully-kept coat. He quickly nodded at Luna and Vespid. “Oh, yes, Aunt Luna, I’m sure you’ll choose somepony trustworthy to keep an eye on the bu – on them.” He added quickly as Vespid buzzed her wings in annoyance at his poorly chosen words. Blueblood said, “I’m sure that somepony like Fancy Pants will do, even if he’s not a real noble, had to buy his title…”

“It will indeed be a noble of the finest thoroughbred line, that of the old Unicornian Royal Herd,” Luna said to Blueblood, a smile quirking at her lips as his eyes widened. She idly examined one silver-clad forehoof. “Thy family Palace and thy herd’s Estate in the Ravine, My Mortal Nephew.”

Luna waited for her Night Guards to pull Blueblood back up from the floor and make sure he could still stand before she continued “Now, Thy MORTAL Highness, should not a reigning Queen,” she nodded at Vespid, “be offered less than the very best hospitality my sister and I may offer? And besides, as Queen Vespid herself hath said, she and thee have already met and gotten on quite well.”

Blueblood looked at Vespid in shock. Vespid showed her fangs as she smiled back at him and batted nonexistent eyelashes.

Blueblood sank unconscious to the floor.

Epilogue: Ponyville

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Epilogue: Ponyville

Above Ponyville, Celestia’s sun sank towards Red Dragon Peak and the Everfree; Weather Patrol pegasi moved clouds in preparation for tomorrow’s scheduled rain. Even at altitude, they could hear the party sounds coming from Sugarcube Corner. Especially Vinyl Scratch’s magically-amplified “Bass Cannon”.

“Another party, Pinkie?” Twilight neighed over the blasting music. “What about yesterday?”

“That was the ‘Welcome to Ponyville Ardi’ party,” the bouncing pink earth pony bubbled as she balanced another plate of cupcakes on her poofy mane. “This is the ‘Welcome Back Real Rarity and Cheer Up Sweetie Belle’ party!”

“Yeah. Whatever.” The purple unicorn looked across the semi-crowded banquet/party room. Applejack riding herd on the Cutie Mark Crusaders, Derpy riding herd on Dinky, Spike pigging out, Berry Punch sneaking one right from the punchbowl, Diamond Tiara and Silver Spoon under the grim gazes of their mothers, and one exhausted-but-no-longer-demented white unicorn and overwhelmed yellow pegasus in the corner by the door.

Twilight sent a spark from her horn towards Rarity and Fluttershy; when she’d gotten their attention, she gave them the same signal she had when they’d fled the Gala, and two unicorns and one pegasus made for the outside door.

The old well outside where the street branched was far enough from Sugarcube Corner that they could talk, but close enough so Pinkie wouldn’t come searching for them.

“Thank you so much, dear, for getting us out of there. At least here it’s quiet…”

“I like quiet,” Fluttershy near-whispered.

* * *

Afternoon shadows slid across the street as the three ponies talked away by the well.

“So my, I mean our, costume idea worked better than we thought,” Twilight Sparkle said over the remaining party sounds, nodding at her two friends. “Oh, the thesis I’ll be able to write for this!” Rearing up, she clapped her hooves. “No way to make polymorphs permanent? Hah! All I needed was Equestria’s greatest designer! Hmm, I may need another copy of that suit when I make my presentation though. My old professors in Canterlot will never believe me without a working example. Oh, and by the way Rarity, congratulations on getting your designs in with Finest Silk.”

“Thank you, dear,” the white unicorn said. “But really, another copy of that suit? Of moi? Admittedly, there can never be enough beauty and grace in Equestria, but,” she shivered, a ripple passing along her purple mane, “Perhaps we can make one of, oh, some other pony?” Her eyes seemed to sparkle. “Perhaps Rainbow –”

A frightened gasp and neigh interrupted her; Fluttershy eeped as the other two turned to see. The three Flower Ponies coming out of their shop stood frozen like statues in the Palace Gardens, eyes wide, staring at Rarity. Lily reared back in terror, ready to run.

“Not again! Look…” The white unicorn opened her mouth, wrinkled velvety lips back to reveal the flat teeth of a pony, with the fangless gap between incisors and molars. “I am NOT That Wolf!”

Lily dropped back onto all four hooves; the three earth ponies left, casting nervous looks over their shoulders as they trotted away. As they disappeared past Sugarcube Corner, Rarity grumbled, “How long am I going to have to be doing that? Half the town seems to think I've ALWAYS been a wolf!”

“Oh, not too much longer. I mean, you can if you want to.” Fluttershy shrank back under Rarity’s dirty look. “You’re not still angry about me hiding Ardi as you, are you?”

“Dear, that did bother me a bit, especially when I saw That Wolf pretending to be me with your and Spike’s connivance.” Rarity shook and settled herself. “That said, I am pleased that Princess Celestia stopped off here with him on their way to Stalliongrad.”

That had been the day before. The Princess at Town Hall, reading her proclamation to all Ponyville with an uneasy white wolf at her side. Everypony happy except maybe for Lotus. Everypony decamping to Sugarcube Corner for Pinkie’s “Welcome to Ponyville Ardi Party” while Celestia left “to pay another state visit” to that dragon in the Everfree.

In true Pinkie Pie style, the party had lasted until Celestia set the sun, its guest of honor staying far away from the pink party pony the entire time, hiding out with Fluttershy and the CMCs. Twilight grilling Ardi on lupine social structure and culture until Fluttershy had to threaten her with The Stare. Ponies spilling over from the bakery into the street, most of them trying to get a look inside Rarity’s mouth to prove she was still a pony until the frustrated mare finally bit one of them. Then at the end, the Princess returning for Ardi and Lotus’s teary cider-fueled goodbye to Captain Longspear and his wolf tails. And Sweetie Belle’s even more teary goodbye to Ardi, the wolf sporting a CMC capelet with obvious embarrassment.

“Um… How is Sweetie Belle taking it?”

“She cried a bit.” Rarity smiled, the smile usually reserved for dreams of meeting her Prince Charming. “I had to let her into my bed and snuggle her – her and her Wavedancer plushie – until she finally went to sleep. She misses ‘her wolf’.”

“Did you tell her what the Princess said?”

“Do you think that our young wolf is never going to return to Equestria? His folk will need an ambassador, and better to deal with the one who had the nerve to come among ponies peacefully.”

“But of course. It didn’t help.” A momentary pause as half the Weather Patrol landed in the street and entered Sugarcube Corner, then Rarity turned back to Fluttershy.

“You do know, Fluttershy darling,” Rarity purred to her friend, “Now that I have that arrangement with Finest Silk, I would like the loveliest and most graceful mare I know of to model my designs for her. And pegasus models are all the rage this season. Last year’s sensation, the famous Fluttershy, now appearing exclusively for Carousel Boutique!” At Fluttershy’s almost inaudible squeak, she quickly added, “I am not Photo Finish! I wouldn’t put you through that again. Just a couple walks down the runway in House of Rarity creations. And you are my junior partner in the Boutique. Though if you don’t, then hmm…” She rubbed her chin as the “IDEA!” smile slipped over her face. “Twilight, you want to make something like that old costume. And if that wolf Ardi can be convinced, then maybe you can do your Archmage’s Thesis even while I show my work…” She stopped at a frightened gasp from Fluttershy.

“Oh, please, Rarity, don’t! Wasn’t there enough trouble the first time? And I think Ardi got tired of looking like a mare.”

“I don’t know, Fluttershy,” Twilight added. “It’d be a great way to show how good my work and Rarity’s is. If we can convince Ardi or somepony else to play along, that would make for one great way of showing off just what my and Rarity’s magic is capable of.” She looked at the dismayed Fluttershy and the hopeful Rarity, afternoon shadows creeping across them all. “Anyway, it’s great that everything has gotten back to normal.” Both Rarity and Fluttershy looked at her. “At least, as normal as things get for Ponyville.”

“Still, I do wonder about some things,” Rarity said, rubbing her chin. “It’s been such a pain having to apologize to half the mares in town after Ardi’s little performance; where did that wolf ever get the idea of how to act like a mare? Certainly not from anything he found in my home!”

Fluttershy hid behind her mane, looked down at her forehooves; Twilight rolled her eyes skywards. Both of them knew about the pile of “Merry Mare” saddle-rippers Rarity kept by her bed; every year she tried to give her surplus to the Library without success.

Then a poofy-maned pink blur popped into the midst of the three. “HI EVERYPONY WHAT ARE ALL OF YOU DOING OUT HERE BY THE OLD WELL?”

“EEEEEEEEP!” Fluttershy went airborne before she knew she’d spread her wings.

“PINKIE!” the two unicorns chorused as they reared back.


Then the sugar-rushed Pinkie herded the three of them back into Sugarcube Corner. Fluttershy landing as they crowded through the door into the banquet/party room.

No sooner did they get inside between two of Vinyl Scratch’s sets when Lyra and Bon-Bon closed in on Rarity, both wearing broad smiles as they trotted up.

“Those two seem more pleased then usual with me,” Rarity observed as the sea-green unicorn and cream earth pony approached. “What exactly did I, or Ardi, do to them?”

“Oh, umm, I think I know.” Fluttershy blushed as her two friends looked at her. “You see, Ardi is very fond of me, and he, well, wolves are rather open about their affection, a-and, other things…” Her voice grew quieter as her cheeks grew redder. Rarity cocked an eyebrow.


“Well,” Fluttershy gulped as she leaned in close to her oldest Ponyville friend to whisper in her ear, “For one thing, they think that we’re...” She whispered the last two words.

"(from Lesbia...)"

“Oh! Well if that’s all, I’ll just explain that it was Ardi…,” Rarity began before Fluttershy cut her off.

“Well, not really,” she said in a weak voice. “Er, uhh, you see, it turns out Lyra and Bon-Bon have a little secret that they share with Rainbow Dash.” Rarity was about to ask her what it was when the two caught up with her.

“Close your eyes, Rarity!” Lyra called out. “It’s a surprise!”

They pulled her into what had to be one of the private-party side rooms where she smelled something awful. She opened her eyes to a scene of horror. Between ready trays of rainbow-iced cupcakes and Derpy-esque muffins, a massive plate hovered before her in the pale green glow of Lyra’s magic, covered with a bloody, dripping piece of – meat? Speechless, her mouth working without a sound, she looked at them with wide shocked eyes.

Both mares smiled at her like wolves. They sported cloth bibs covering their chests, stained a truly dreadful red-brown that wasn’t clay. Both bibs bore the pictures of a smiling griffin setting a haunch down before a pleased pony along with the legend:

Sky Dive’s Barbeque Pit

Wherever there are Griffins in Equestria

We Serve Ponies!

The mares locked gazes for several seconds, two delighted and one stunned. A third, identical bib floated up before the stunned unicorn, aglow with pale green.

“We never knew you had it in you, Rarity!” Bon-Bon looked at her almost dreamily.

“Yeah, it’s so great finding one more meat-eater in town! Hey, maybe you can make fashions for us all that won’t show off the stains!” Lyra added, hopping for joy.

Vinyl’s next set blasted through the side room, drowning out Rarity’s one-word objection, her opinion of meat-eating ponies, and what That Wolf had done to her reputation: