A Wolf in Sheep's Clothing

by ZeroHero

Rating: teen
Tags: Slice of Life, Dark, Tragedy
Length: 4115

After the hectic events of the Royal Canterlot Wedding, life seemed to have returned to normal...until an unnexpected visitor has everypony in Ponyville on edge!

Life in Ponyville is peaceful, serene, and best of all quiet. All of that is changed; however, when a threat unbeknownst to the citizens finds its way into their midst. A creeping darkness that lurks in the shadows, waiting to pounce! An enemy so terrifying that it can actually change it's appearance to that of any pony in town!

Twilight and Rarity work with their friends against the clock to discover the whereabouts of enemy before it becomes too late. A dramatic story of trust, intrigue, and paranoia is about to unfold!

Cover art graciously provided by Rose Quartz.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-02-06 05:50:06 UTC

Chapter 1

         “Rain...rain...rain. More rain. Clouds...rain...”

The light pitter patter on the window added a sweet symphony to the bleak and dreary Ponyville day. Sweetie Belle sat staring outside the second story window at the soaked streets below, her personal game of Eye Spy falling short of admirable competition and sport. The Carousel Boutique provided little entertainment for a young filly on a rainy afternoon, and it had placed a damper on what was otherwise a perfectly normal day.

“I’m so booooored!” said Sweetie Belle in her most over-dramatic tone possible. She looked over to her sister, Rarity, in the hopes that her distress would be noticed. Rarity was working on one of her latest fabric creations, thread and needle hovering in magical suspension around her as she silently scoped out the various patterns laid across her worktable.

Nothing. Rarity was either ignoring her, too concentrated on her work, or Sweetie Belle had not made herself clear enough. She moved away from the window and walked over to her elder sister's side, hovering around her in an attempt to see what the project was; all in effort to entertain herself.

Rarity continued working, her marker etching out a design on the paper to form a regal design. Her concentration was enough to block Sweetie Belle from her mind, but her negligence was not enough to deter her sister’s efforts.

“Sweetie Belle?” She said quietly as her sibling poked in and out of her peripheral vision. No response. The young filly meant no harm, sure, but fatigue wore itself across Rarity’s face like an overweight cat on a summer day.

“Sweetie Belle,” she continued, irritation growing, but in check. “I realize you are...upset that your plans for the day were interrupted, but I’m very busy and...” Sweetie Belle, not listening to her sister’s discomfort, kept at it. Poking her head in and out like an excitable gopher, the growing pressure in Rarity’s headache was reaching critical levels.

“Sweetie Belle!!” she yelled at last, eye twitching ever so mildly. Her sister immediately back off, a paper thin look of innocence on her face. Rarity took a deep breath to calm herself down. “I know you wished to play with your friends, but as I told you before I will not permit you to play in the mud and rain. I couldn't live with myself if you caught a terrible cold or worse!”

Sweetie Belle went from cutesy innocence to gloomy boredom in an instant. “I know! But...we were gonna try and earn our Cutie Marks today! We’re so close! I know we are!” Her voice squeaked as the boredom and frustration grew inside, hanging her head in defeat with lower lip quivering. Rarity recognized that look. It meant she had to play the responsible role model now, and was certainly not about to abandon her sister in a time of need.

“I know you are, Sweetie” she said in a comforting, mother-like tone. Rarity placed a hoof under her young sister’s chin to look straight into her emerald eyes. “But these things take time. I've told you many times over now that your Cutie Marks will come, but you must be patient. You’ll find that part of you that is special, you and the others. I promise you.”

Sweetie Belle had a single tear form in the corner of her eye, but still no smile. “I know...” she said going back to her spot at the window, the downpour outside getting heavier and louder on the glass. Rarity was losing her, and fast. A backup plan was needed for this one.

“Um...Sweetie Belle.” She said. “How would you like to help me with my work for a little while? Then afterwards you and I can do something together. Whatever you want.” Sweetie Belle perked up and turned to her sister with a giant grin.

“Really?!” She squeaked, practically running from the window sill. “You’re the best big sister ever!” She plowed into her sister’s legs with a hug, which was swiftly returned.

“Alright then,” she continued after breaking away from their embrace. “Let’s get cracking!” Rarity couldn't help but smile at her sister’s sudden enthusiasm, her spirit something she always admired in her.

“Right!” Rarity levitated the marker once again in her levitation magic and stood next to Sweetie Belle at her worktable. But just as she was about to instruct the filly on the details of her latest creation, there was a sound from the other room. It was a knock on the front door.

“Who could that be? Don’t tell me it’s a customer...” commented Rarity half to herself. The two unicorns looked at one another, the younger with a look of desperation in her eye. “Don’t worry Sweetie Belle, I’ll just see who it is and we’ll continue where we left off.”

The knocking rattled the door once again as Rarity gracefully trotted down her stairwell to the main lobby. “Yes, yes! I’ll be right with you!” A magical aura enveloped the regal frame of the door as she approached it. “I’m sorry to disappoint you, dear, but we are closed for-” her sentence stopped short once the door had creaked open enough to give her a glimpse of who was there. A mare, violet streaked mane plastered to her deep purple coated figure from the downpour, stood panting and shivering outside; her breath barely visible from the sheer cold of the storm.

“We.....we may have a problem....” was all she was able to speak between her audible gasps for air.

“I received a letter from Princess Celestia about one hour ago,” began Twilight as a warm blanket wrapped itself around her shivering body with Rarity’s magic. “It said Ponyville may be in danger.”

“Danger?” replied Rarity in an almost mocking tone. “Whatever do you mean, Twilight dear? Surely you don’t mean this storm?” A teacup levitated itself from the kitchen shelf and floated across the room to the table where Twilight was seated, still drying herself off with a towel.

“Not the storm, Rarity. From something else.” Twilight’s face hadn't broken it’s concerned look since arriving at the boutique, her breathing only now returning to normal. Her teacup filled to the brim with a fragrant aroma as a floating teapot hovered above it before moving on to the teacup Rarity had gotten for herself. She sat down across from Twilight, taking a tiny sophisticated sip to test the temperature.

“If it’s not the storm,” said Sweetie Belle, who had wandered downstairs to join them. “Then what’s wrong, Twilight?”

Twilight took a long deep breath before continuing. “Well, the Princess did only say it was a speculation and I’ve never been one to question her intuition...of course if this were any other situation I’d have just dealt with this problem myself. But it’s not just any other situation, this is dire! Incredibly and potentially disastrous to our safety, not just Ponyville but to all of Equestria!”

“Twilight! Calm down!” Rarity intervened. Twilight was panting, her eyes flickering along with her thoughts as her mind raced back and forth in panic. She took another deep intake, before exhaling and taking a swig of her tea.

“I can’t be calm, Rarity. This is serious. We may have a Changeling in Ponyville”

Rarity spat out the tea she was sipping, almost coating Sweetie Belle with it; the young filly gasping both from the news and her hot Chamomile shower. “Wha-what?!” she retorted after a minor coughing fit. “What do you mean, a Changeling in Ponyville?!”

Twilight said nothing at first, staring deep into the bowels of her teacup as if looking straight through it. Tension fell across the room hand in hand with silence, the only hushed noise coming from the rain outside.

“The letter I received from Princess Celestia today,” she continued. “She suspects that during the incident a few months ago at my brother’s wedding, one of the Changelings that invaded Canterlot had somehow wandered outside the city limits. It came here to Ponyville to escape, whether it’s acting alone or not she doesn’t know. But if her suspicions are true, Ponyville is in serious danger.”

Rarity remained speechless throughout, unable to bring forth the proper words for the situation. Her expression said more than enough. Sweetie Belle had by this point fetched a towel and cleaned herself off, and was now switching looks between her sister and Twilight.

“But if one of those Change-thingies did make it to Ponyville, you and the others would stop it. Right, Rarity?” Sweetie smiled emphatically to her elder sibling, blissfully unaware of the pained expression her sister wore. Rarity was about to answer, but looked to Twilight in desperation for the proper response. Twilight gave her nothing but a mirrored look.

“Umm, yes! Of course, Sweetie Belle. Twilight will help us make sure you and everypony in town are safe.” Rarity stroked her sisters mane in comforting reassurance, but the stilled silence from her friend gave little to comfort her own concerns. “Sweetie Belle? Twilight and I need to have a chat. In private. Big girl talk, and all. How about you go and make sure our little project has all the materials we need and I’ll be right with you. Alright?”

“Okay!” Sweetie Belle trotted off, leaving the two mares alone. “It was nice seeing you Twilight,” said called back. With a gentle nod and a warming smile, Twilight bid her farewell before turning back to Rarity with her previous stern expression.

“Twilight,” said Rarity almost pleading to her friend. “Please tell me honestly. Do you truly think the Princess’s suspicions are true? Is Ponyville in danger?”

Twilight took in a deep breath before answering. “I haven’t noticed anything strange around town, so I can’t say for certain if there is a Changeling hiding here. But if anything, the letter gives us a reason to be cautious. We need to keep our eyes peeled for anything out of the ordinary, without causing panic in town. I’ll let the others know what is happening as soon as--”

“Oh Twilight, dear.” Rarity’s horn glowed as she placed a nearby blanket around her friend. “Don’t get hasty. We can tell them tomorrow. I can’t let you go back outside in this weather, you’ve done enough.”

Twilight was about to protest, but the look she was given by Rarity stopped her objection midway in her throat. She swallowed her pride and stayed quiet and in place. Rarity poured herself a new cup of tea, keeping herself in a calm demeanor. “I know what’s at stake, darling. But I couldn’t live with myself if you were to come under some sort of harm going out into the storm anymore than you already have. Please, wait out the rain. Things won’t get better if you just start galavanting about in such a downpour.”

Rarity’s motherly tone had Twilight in silent contempt. Recognizing her friend’s discomfort, she tried to break some of the tension.

“If you don’t mind me asking, dear. Why was I the first you decided to confide in? Not that I’m offended, surely no. In fact I’m quite honored, but it still leaves me rather curious.” Twilight looked back to her teacup, the now ice cold pool of herbal remedy reflecting her sullen face.

“Well, I just figured you were the best option I had. When I first read the letter, I kinda...panicked. I had to warn everypony as soon as possible. When I considered my options, you seemed the most logical. Pinkie Pie can sometimes be...difficult...to have serious conversations with, even at the best of times. Fluttershy, while a good listener, was too far out of town, plus I didn’t think scaring her would do us very good. I figured we’d tell her together, to ease her into it a little bit. I could have gone to either Applejack or Rainbow Dash, but you were the closest to my home and plus the rain made the trip a little less than favourable...”

Rarity chuckled. “That does seem like something you’d say.” Twilight breathlessly chuckled back. Her mood had changed, if only slightly. Rarity saw her chance and decided to seal the deal.

“Well, whatever the reason I am grateful you informed me. Rest assured, darling, we will sort this business out. Now then, let me get a bed ready for you and I’ll let Sweetie Belle know you are spending the night here. I’m sure she’ll be pleased to have some extra company tonight. She’s been rather irksome from the weather and I could use a little help keeping her entertained.” Rarity stood up from the posh throw pillow she had been sitting on, and lead her friend to the guest room, both mares gleefully laughing along the way.

The morning came quicker than Fluttershy had wanted, the thin rays of sunlight piercing through her bedroom curtains. She groggily slumped out of bed, eyes drooping and sunken. She made her way into the bathroom and stared at herself in the mirror. She blinked away the exhaustion from her vision and blankly gazed at her reflection.

“Another sleepless night...” she sighed. “I’m just so tired. What could be keeping me up?” She turned on the faucet and rubbed cold water into her face, the icy chill caused her to tense her muscles from the shock.

After making her way downstairs to her living room, she went about her morning rituals of animal caretaking. Feeding the ones she kept inside her cottage, then moving outside to feed and look after the ones in their pens and corrals.. “I hope the poor animals are okay. That was quite a storm last night...” Fluttershy felt weak from her insomnia, every ounce of her strength going into her chores.

The morning rolled on as the animals of her solemn cottage began to stir to life at the promise of a fresh meal. Even her pet bunny, Angel, had awoken and was impatiently waiting for a readily prepared breakfast. He followed Fluttershy about as she filled bowls and feeders around her home, doing his best to look irritated at the lack of attention.

“I’m sorry Angel Bunny,” Fluttershy finally said after hearing the constant tapping of a rabbit’s paw on the floorboard. “Mama’s really tired this morning. I promise to get you something to eat right away, alright?” Angel folded his arms in protest and glared at her. With a heavy sigh, the submissive mare caved and gave into the demand for nourishment.

As she wearily assembled an ornate salad of greens and vegetables for her possessive pet, a quick set of hollow knocks came from her front door. Not missing a beat, Fluttershy carefully weaved her way through the horde of feeding critters and gently opened her door.

“Fluttershy, darling! Good morning.” Rarity stood beaming in the morning light, wearing an elaborate--and rather expensive looking--hat with a wide brim.

“Oh, good morning Rarity...how are you?” Fluttershy let her friend into her cottage with an exasperated gesture. Rarity scrunched her nose at the aroma of various woodland critters, a scent she still could not get used to. The two mares sat on one of the living room sofas, Rarity removing her chapeu in good taste.

“I’m sorry to intrude on you so early, my dear. But I simply had to come over.”

“Oh, it’s no trouble at all, Rarity,” replied Fluttershy desperately, shaking off her drowsiness as secretly as possible. By this point, Angel bunny had begun to pet and paw at one of Shy’s hind legs for attention.

“Now I haven’t told the others yet,” stated Rarity. “ I’ll make my way around town to fill them all in later. I have yet to believe it myself, honestly, but the truth is we cannot ignore the issue.” Her expression was stern, but not imposing. Fluttershy had only barely registered what her friend had said, but judging the face she made assumed it was serious.

“What’s wrong, Rarity? Has something happened? Oh, I hope it isn’t too serious…”

“I’m afraid it is, Fluttershy…” Rarity placed a hoof on her friend’s in comfort. “You see...I spoke with Twilight this morning.”

“Oh!” Fluttershy suddenly perked up. “How lovely, is she doing well?” Her innocence to the impending news gave Rarity cause for a hallowed smile, if only for a moment.

“Yes...she seems well. However, she gave me some rather unsettling news,” Rarity continued. “She told me she received a letter from Princess Celestia last night about the possibility of a...Changeling possibly hiding somewhere in Ponyville.”

In the fraction of a second Fluttershy’s face when from curiosity to morbid vacancy, shuddering without breaking eye contact. “A...Ch-changeling? A-are you s-s-sure she said…” Rarity placed both her hooves on Fluttershy’s now.

“Fluttershy, Fluttershy calm down! It’s okay...it’s okay dear. Remember? We all discussed this was a possibility after the incident at the wedding. We just didn’t think it could happen again so soon.” Despite her attempts to calm the skittish pegasus, Rarity could tell she was fighting a losing battle; Fluttershy’s sunken eyes spoke volumes.

“Rarity...I’m scared…” said Shy in a trembled and hushed tone. “I don’t think I’m ready…” Rarity grabbed her shoulders and glared into the pegasus’ aqua eyes.

“Fluttershy! Listen to me! We will get through this. Things may have gotten...difficult last time, but this time we are prepared. We know what to look for and we will all be here when it’s over. I promise you.”

Fluttershy held in tears with a quivering lip, but could contain herself for very long. She buried her face into the nape of Rarity’s neck and wept. Soft and gently, the faded sound her realized fear had almost silenced the whole of Ponyville. Angel Bunny had given up trying to be fed and instead wandered off awkwardly, leaving the two ponies alone in their embrace.

“There there, dear. It’s alright. Everything will be fine.” Rarity said in a desperate attempt to ease the tension. “I’m right here.” She lifted the weeping mare off her shoulder at looked at her like a mother would to her child. She smiled reassuringly, and it seemed to work. Fluttershy had eased her crying, eyes now puffed and red even more than from her lack of sleep. She muscled a timid smile, and sniffled ever so quietly.

Rarity pulled her in for another hug, sealing the deal.

“Goodness darling, you look simply dreadful,” said Rarity concerned after they separated. “Have you been getting enough sleep? Here, let me put on some tea. It’ll be perfect for calming the nerves.”

As Rarity left for the cottage’s country style kitchen Shy simply looked out the window facing the EverFree Forest and stared at the glow of the rising sun breaking through the dense treeline, breathing a heavy sigh.

The rest of day had gone better after the trip to Fluttershy’s cottage. Having calmed Fluttershy down to a point of only minor hysteria, Rarity made the rounds across Ponyville to give news to the others. First stop was Sweet Apple Acres.

“You sure she said a Changeling, right?” asked a skeptical Applejack once Rarity detailed the events of the night prior. “I love Twi just as you do, but ah’m hard pressed to believe there’s one of them critters here in Ponyville.”

“Absolutely sure,” Rarity said in retort. “I know Twilight can have her...moments of eccentricity, but she is still our friend and I have to do what is necessary to help her. We all do!” Rarity gave the cowpony a stern glare, as if ensuring the proper answer.

Applejack sighed in defeat. “You’re right...it’s just…”

“I know. I had my suspicions too, but the truth of it is that this is a serious matter and we must follow suit. We have a responsibility to our friend and each other to see this through.” Rarity tried to sound less forceful, but her words came out tainted with guilt that pierced through AJ’s heart.

“Dang it, Rarity! You know I’d help y’all out in a pinch! Ya don’t need to make it all dramatic. It’s just after last time…”

“I know things got a little hairy at the wedding,” interjected Rarity. “But remember the vow we all made after what happened? We all promised her that we’d trust in her and believe in her instincts. We can’t simply turn tail now. Not after everything we’ve done together.”

Applejack stared into the clear blue sky and chuckled. “Yeah...yer right. I can’t say no. What kinda pony would I be if I turned by back on a friend? But listen Rarity…” She looked down to face the white mare straight in the face. “I’m gonna need some ta think, ya know? Gotta lotta chores ta do round the farm. Lemmie clear my head, get some work done, and I’ll stop by later today and we can figure this all out.”

“Of course. I understand. I need to go tell Rainbow Dash and Pinkie Pie as well. You do what you need to to prepare. I’ll be in town when you are ready.” Rarity bid her friend farewell before trotting off toward the heart of town, leaving AJ alone with her thoughts.

Midway through town Rarity caught up with Pinkie Pie, who was doing minor errands for Mr. and Mrs. Cake, and she decided to talk with her back at Sugarcube Corner.

The two sat in Pinkie’s room, a small white and pink table standing between them, draped in a thin white cloth with pink frills along the edges. The two ponies sat drinking tea from a fresh pot Rarity had made to help ease the tension of the conversation.

“And that’s what seems to be happening, dear,” finished Rarity after recounting the events of the previous night. She was met only with deadpan silence as the normally cheerful party pony was now in deep thought, the delicate trail of steam emanating from their teacups wafted around their muzzles.  After several speechless minutes, Pinkie Pie looked straight into the eyes of her friend; not with doubt or concern, but with a smile.

“Okay. I’m in!” she said. Rarity was taken back at first, not expecting such a natural response from an unnatural pony.

“R-really? Just like that?”

“Yeah-huh! Of course I’m gonna help out my friends! That’s what ol’ Pinkie Pie is all about, you know. Making ponies smile!” She beamed a standard toothy smile that Rarity couldn’t help but return. “I mean, Twilight is a super smart smartypants, and even SHE couldn’t fix those meanie Changelings on her own!”

Rarity sipped her tea with delicacy, where as Pinkie gulped hers down in a single swig, almost choking on it in the process. “I think you and I remember what happened a bit differently, dear. But I’m glad you are going to help. I think we will all have our work cut out for us this time. I just hope Rainbow Dash will be as compliant as you were, Pinkie Pie.”

“Oh, I don’t think you need to worry about Dashie!” said Pinkie who was now looking out her bedroom window. “She’s outside talking to Twilight! And she’s got a whole buncha ponies with her! Ooh! Are they gonna have a bloc party?! I never thought of that before! Haha!”

“She’s what?!” spattered Rarity, now herself choking on tea. She galloped to the window and looked down to the streets below. A small gathering of townsfolk had circled two ponies. Rainbow Dash was hovering above while Twilight was speaking to her. It looked as though they were arguing.

“Oh goodness no…” Rarity made a mad dash to the stairs with Pinkie hopping behind her in closer pursuit. The two made it outside to the commotion, but couldn't get passed the numerous ponies surrounding their friends.

Rarity apologized as she attempted to pass through them, shoving and bumping her way into the crowd. Pinkie simply bounced from one spot to the next with ease. The chatter drowned out what the two ponies in the center of the crowd were saying, but one seemed to be pleading about something. With no other option, Rarity used her magic to forcibly push the last few ponies out of her way, much to their offense. She gracefully apologized as she trotted by, only to be met with grim realization as Twilight turned to face her.

“I’m telling you all!” she pleaded. “A Changeling is in Ponyville! You have to believe me!” Her heavy breathing only audible after a wave of hushed silence overtook the crowd. She looked directly at her friend in the crowd. “Tell them Rarity!”

Suddenly, all eyes were on her. Rarity could only chuckle nervously to herself, unable to respond.