A Pony in Wolf's Clothing

by Black Paint

Rating: everyone
Tags: Slice of Life, My Little Pony: Friendship is Magic, Original Character, Comedy, Fluttershy
Length: 8174

Fluttershy wants Black Paint to show her what it's like to be part wolf. Although the idea is a dangerous one, he agrees to help her trick Twilight into turning her into a wolf for a day. However, things do not go exactly as planned.

After returning from a picnic in the Everfree Forest, Fluttershy admits to Black Paint that she's curious to know what it's like to be a wolf. Although the idea is risky, Paint is determined to help his friend's fantasy come true. However, carrying out the plan won't be so simple: they would have to trick Twilight into casting the spell for them, and after that they would have to navigate through town to get to the forest before Fluttershy's newly developed instincts get them into any trouble. How in Equestria is this going to work out okay?

Published 2018-02-11 15:10:06 UTC
Last updated 2018-02-11 15:10:06 UTC

A Pony in Wolf's Clothing

“Thank you so much for setting all of this up, ‘Shy,” I said contently as we walked back home, “I can’t remember ever being so relaxed.”

“It’s no problem, really,” the light yellow pegasus mare told me, “I couldn’t stand seeing you so frustrated with that art project you’ve been working so hard on, and what better way to relax than to spend some time with nature?”

“You really do know me too well.”

Lately, I had become obsessed with a new wave of inspiration for my paintings and just couldn’t seem to find a way to get any of them right. When I told Fluttershy of my troubles she showed up at my door the next day with a checkered blanket and a basket of food, inviting me to join her and a few of her critter friends on a picnic in the Everfree Forest. Considering how stressed I was, I thought it wouldn’t be a bad idea to take a break for a while.

Suddenly, I tripped over something that had darted in front of my path, causing me to fall flat on my face and drop the picnic blanket that was draped over my back. When I wiped the dirt away from my eyes and put my glasses back on, I saw Fluttershy’s white rabbit - Angel - snickering at me and sticking his tongue out. I gave a devilish smirk.

“Alright, you little stinker, you want to start this again, huh?”

He continued laughing as he ran off into the dense trees, beginning our game. I picked myself up and growled playfully in the direction he disappeared, then took off after him, changing my form as I picked up speed. My jet black mane and dark grey coat rippled in the wind as they grew thicker, my ears becoming pointed and sensitive to the sounds around me, my muzzle stretching out and narrowing, my tail becoming long and bushy, and my hooves turning into padded paws as I finished my transformation into a pony-sized wolf - my light grey markings, bright yellow eyes, and paintbrush cutie mark remaining the same.

“C’mere, you little devil,” I teased.

The wind whistled in my ears as I tried to keep up with the white blur, dodging large rocks and ducking under low branches in order to catch him, the thrill of the chase completely captivating me. It wasn’t long until Angel left me in the dust, able to escape my sight within a few minutes of challenging me. I began to slow to a stop, taking a moment to examine my surroundings.

It was completely silent in this section of the woods, except for the quiet buzz of insects, late afternoon sunlight peeking through the leaves and casting mystical rays of light on the scattered ferns. I scanned the area for any sign of Angel, but the tricky little rabbit seemed to have outsmarted me this time; I couldn’t even pick up his scent anywhere. Then there was a small snap of a twigthat came from behind me. I grinned to myself.

“Angel?” I called out in mock wonder, “Where are you, buddy?” I padded over to a nearby bush, trying to give him some false hope. “You in here?” I asked the shrub, looking underneath it, “Or are you hiding right-” I quickly spun around and pounced at a group of ferns where the noise came from, “here!”

There was a small squeak of surprise as I grabbed a hold of Angel and pinned him beneath my paw.

“Gotcha again,” I said proudly, my tail wagging back and forth slightly.

The bunny folded his front paws and gave me a look of irritation as if to suggest I cheated somehow.

“Hey, it’s not my fault you’re so easy to catch,” I told him as I released him.

“Paint! Angel!” Fluttershy called for us from not-so-far-away, “Where are you?”

“Over here, Fluttershy,” I called back.

There was a rustling in the bushes and Fluttershy emerged a moment later, slightly out of breath, the pegasus carrying the blanket under one wing and the picnic basket under the other.

“I wish I could keep up with you two” she panted as she made her way over to us, “it’s a little embarrassing getting left behind so easily.”

I rubbed my forelegs together uneasily as I changed back into a pony, “Sorry, ‘Shy,” I apologized, “I got caught up in the moment, you know how much I love a good chase.”

Aside from my parents, Fluttershy was the only pony in Equestria that knew I had been born a half-wolf. I sometimes forgot that she couldn’t run as fast as I could.

She smiled and let out a giggle, “It’s okay, I really don’t mind,” she assured me as she turned back toward the path, “We should get going, it’s going to be dark soon.”

“Yeah, probably,” I agreed as I took up responsibility for the blanket again.

We all walked in silence, enjoying the warmth of the evening summer air, Fluttershy by my side keeping pace with me and Angel hopping along in front of us.

“I’ve been wondering,” Fluttershy started as we approached the path, “what’s it like being half-wolf?”

“It’s . . . a little hard for me to describe,” I told her, continuing in the direction of home, “My pony and wolf personas are kind of like water and oil to each other. The pony in me is generally pretty quiet and friendly and always trying to keep my instincts under control, but the wolf in me wants to be wild and energetic and give into my urges. As a wolf, I feel free; I can let my guard down and stop suppressing my instincts. I can read the terrain better, my senses are heightened, and I love feeling the wind through my fur. It’s sort of thrilling and calming all at the same time. I guess that’s how I would explain it.”

“It sounds . . . amazing,” she replied.

It was nearly dark as we reached the edge of the woods, Fluttershy’s eyes took on a distant look.

“I wish could become a wolf,” she stated wistfully.

“Why’s that?”

Her expression became a little downcast as we approached her cottage, “Even though I’ve been able to come out of my shell in the past few years, I still let my shyness control me. There are so many things I wish I could do without feeling like ponies are judging me. I just wish . . . I knew what it was like to be like that. It sounds like fun.”

We paused at the door, her eyes cast down at the ground, an uncomfortable silence passing between us for a moment. I put a foreleg around her in a loose side hug.

“Well, unless there’s a spell or something you happen to know to turn you into one, I think becoming a wolf is pretty much impossible,” I said with a casual smile.

She took on a thoughtful expression, “Actually . . .”

“Wait, seriously? I was just kidding!”

She turned to me, “Twilight used it once to turn us into breezies, I bet it could work for this. You could be the template for the spell-”

“Woah, hold on there, ‘Shy. Let’s think about this for a second.”

“Oh, please, Paint,” she begged.

“Look, I understand that this is important to you, and I’d love to show you what it’s like to be a wolf, really I would, but it just seems too risky. Twilight might be curious as to why you chose a seemingly normal pony for the template, ponies might get suspicious if you can’t keep your instincts under control, and if you accidentally transform in front of someone it could cause a panic. I don’t know what would happen to you if you were found out. We don’t even know if the spell will work.”

Fluttershy looked down at the ground again, becoming suddenly interested in the welcome mat beneath her.

“Oh, yeah,” she said quietly, “I guess you’re right.”

I could see in her eyes that she was disheartened.

I sighed, “You really want to do this don’t you?”

She looked away from me, “I just want to know what it’s like to be free.”

I thought for another minute, weighing the potential danger we would be putting ourselves in, then made a decision.

“I’ll do it.”

She brought her gaze back up to me, “You don’t have to do this for me; if you’re not comfortable with it, I’d rather we not go through with it.”

“We definitely could get ourselves on a lot of trouble,” I told her, “but we could probably do it if we’re careful enough. Besides, after everything you’ve done for me, this is the least I can do for you.”

“Are you sure?”

“I’m sure.”

She grinned, wrapping her hooves around me and giving a quick squeeze, “Oh, thank you.”

After she released me I turned in the direction of my own home.

“I’ll see if I can come up with a plan tonight and I’ll meet you back here tomorrow morning,” I started down the path, “Goodnight, Fluttershy,” I called over my shoulder.

“Goodnight, Paint,” she returned as she entered opened her front door and entered her cottage.

I continued down the dirt road, deep in thought, wondering how in Equestria we were going to pull this off.

It was about nine thirty the next morning when I knocked on Fluttershy’s door.

“Just a minute,” she called.

I stood on the floral welcome mat and waited, going over the plan in my head once again. There were so many things that could go wrong today, but it was the best we had for now.

The door opened a moment later and there stood Fluttershy.

“Hi, Paint,” she chirped, “Are you ready to go?”

“Almost,” I told her, “if this is going to work, I think we’re going to need Angel to come with us.”

Fluttershy looked puzzled, “Why would we need Angel?”

“I’ll explain on the way, can you get him?”

“Sure . . .” she consented as she went back inside, still confused.

I waited for another minute, then the pegasus returned with the grumpy white rabbit riding on her back.

“ . . . I know it’s early for you,” she was saying to him, “but it shouldn’t take more than an hour, and then you can go back to bed. I’ll even make you your favorite carrot pancakes for breakfast tomorrow.”

This seemed to improve his attitude a bit, and he gave a nod of agreement.

“Thank you, Angel,” I said to him then turned my attention back to Fluttershy, “I think we’re set now.”

“Then let’s go,” she declared, as the three of us set off towards Twilight’s castle.

“Are you sure this is going to work?” Fluttershy asked as we approached the enormous golden doors of the crystal mansion.

“As long as Twilight agrees to do the spell, and Angel plays his part, I think it should,” I assured her.

I began to climb the steps to the doors and was about to knock when I suddenly realized I was alone. I looked behind me to see that Fluttershy was still at the base of the steps, staring at the ground, rubbing one foreleg against the other and biting her lower lip nervously.

“You okay?”

“Oh, yes. I just . . . had a thought,” she admitted.

“About what? You were so excited to do this.”

“I was - I am. I really want to know what being a wolf is like, but . . . I’m scared of changing so quickly. What if I’m too wild? What if I can’t control myself? What if I become something awful? What if I like it so much that I don’t want to change back?” her eyes widened with increasing panic.

I trotted back down to where she stood and put a comforting hoof on her shoulder.

“Hey,” I brought her deep teal irises to meet my bright yellow ones, “calm down. It’s going to be fine. You’re going to be fine. I’m sure it may seem scary, but I promise you I’m not going to let anything bad happen. We’re going to have fun today, trust me.”

She closed her eyes and took in a deep breath as the worry began to fade.

“Okay,” she decided as she turned toward the steps, “I’m ready.”

We approached the doors once again and I knocked hard.

“Coming,” shouted a voice from inside.

A moment later, a small purple dragon with green spines came to greet us.

“Hey, Paint,” Spike said casually, “Fluttershy,” his eyes narrowed in annoyance at his last visitor, “Angel.”

The white rabbit responded by sticking his tongue out and blowing a raspberry at him.

“Hey, Spike,” I returned, “Is Twilight home?”

“She’s in the library, taking a break from her princess stuff,” he answered, “Why?”

“Well, I had a question about magic I was hoping she would answer for me, is she busy?”

“Well . . . she was really looking forward to getting some time to read today . . .” he thought for a moment, “but I doubt she’ll turn away a pony curious about magic, especially if that pony is one of her friends . . . I’ll let her know you’re here.”

“Thanks, Spike.”

He disappeared into the castle, leaving us alone.

“You two know what to do?” I asked.

“Uh-huh,” Fluttershy answered.

Angel rolled his eyes as if to say ‘obviously’.

Spike reappeared in the doorway a few minutes later.

“Come on in,” he said and guided us through the enormous halls of the palace.

After taking several turns and passing several doors, he opened one to reveal a room lined floor to ceiling in crystal bookshelves filled with books; a lavender alicorn was shelving the last of the stories she had taken down.

“Hi, guys,” Twilight greeted us enthusiastically as the little dragon shut the door behind us. She put the last book back in its place then turned towards us, “Spike said you had a question for me?”

“Yeah, I do,” I confirmed, “Fluttershy was telling me about the time you guys saved the breezies, and she told me that you used some sort of spell to turn you into them. Is that true?”

She stared at me, puzzled, “Yes, that’s true.”

“I was just curious, how exactly does a spell like that work?”

She maintained the confused expression, “Why, the sudden interest in magic?” she asked, “I mean, you’ve never asked me how a spell works before, and you’re not a unicorn, so you can’t perform it yourself-”

“Oh, I’m just curious is all,” I interrupted, hoping to distract her before she thought too deeply about it, “and who better to explain than the element of magic herself.”

She blushed at the flattery, “Well, maybe Starswirl the Bearded, but I could give you a pretty good idea of how it works.”

I sighed internally. Crisis averted.

“It’s not that hard to explain,” she began, “When performing the spell you just need a template and subject to cast it on. The spell copies certain genes from the template and temporarily merges them with the genes of the subject, transforming them into the species of the template. While the subject is still able to retain their identity, certain behavioral traits of the template will sometimes emerge as a result of the merging of the genes. The spell is supposed to last about twelve hours, but there’s also a counterspell to undo the changes early as a failsafe.”

“I think I get it.” I said, trying to sound confused, “I’m sorry, I usually understand things better when someone demonstrates for me . . . do you think, maybe, you could show me?” Please say 'yes'. I thought to myself.

Twilight rubbed the back of her neck nervously, “Uh, I don’t know, Paint. This is pretty advanced magic and I’ve only managed to pull it off once; if I mess up I could end up scrambling the DNA or the changes could last for weeks instead of hours. Besides, unless we can get a subject and a template, I can’t perform the spell.”

An awkward silence filled the library and I subtly nudged Fluttershy for her cue. She stepped forward.

“Well, um, I could be the subject, if that’s okay. Angel could be the template.”

Twilight shifted her gaze to the pair, “Really? Are you sure, Fluttershy?”

“Sure,” the pegasus agreed as the rabbit hopped into position in front of me, “I mean, I’ve done it before, it shouldn’t be too different from last time.”

“Okay . . . if you’re sure. Paint, get behind me,” Twilight commanded.

I panicked.

“Uh, it’s okay, I’ll be fine here,” I said.

“I don’t want to accidentally hit you,” she told me.

“I’ll be fine, I’d like to see it up close.”

“Paint, it’s dangerous for you to be that close when the spell is cast.”

“But-”

“Paint! Behind me! Now!” she ordered.

I looked at Fluttershy, she had the same worried expression I did. The plan was for me to stand behind Angel when Twilight cast the spell and he would hop out of the way at the last second, hopefully making me the template instead. But Twilight clearly would not even consider letting me that close to the line of fire.

I reluctantly made my way over to her side, scrambling for a thought. If I couldn’t think of something fast, the whole plot would go up in flames.

Twilight ignited her horn and a magenta glow surrounded Fluttershy, lifting her off the ground. A beam of energy connected itself between her and Twilight’s horn.

“Alright, hold still Angel,” Twilight instructed as she took aim.

I tried desperately to come up with an idea, but couldn’t think of any that wouldn’t expose our scheme.

Twilight’s horn began to glow brighter, ready to fire.

Time was up, I had to do something. I rushed in front of Angel just as the alicorn shot the second beam, catching myself in its path.

“Paint! What are you-?”

Twilight couldn’t finish her sentence as there was a blinding flash of light that filled the room, signaling the completion of the spell.

When the brightness died down I opened my eyes, pushing my specs into place as I looked around to make sure that everything was okay. Fluttershy sat on the floor to my right, seemingly unchanged, rubbing her eyes trying to get her vision back. Angel was lying in a daze on his back, the flash stunning him temporarily. Twilight stood close to my left, massaging her forehead with a hoof.

“Is everypony okay?” Fluttershy asked, blinking rapidly.

“I’m fine,” I assured her.

“Me too,” Twilight groaned.

Angel wearily gave a thumbs up.

“Paint!” Twilight exclaimed angrily, “What was that!? Something could have gone seriously wrong if you stepped out a moment later.”

“I’m . . . sorry,” I apologized lamely, “I tripped and lost my balance.”

The alicorn sighed heavily, “It’s okay, nothing happened and nopony got hurt. I’m sorry for getting angry. Just be more careful next time.”

She continued to massage the area around her horn.

“Ooh, that spell took a lot out of me,” she stated, “I don’t think I’ll be able to do anything more than simple magic for a while.”

“I’m really sorry, Twi. I shouldn’t have suggested it in the first place.”

I helped Fluttershy to her hooves and placed the slightly dizzy Angel on her back as we started for the exit.

“Again, I’m really sorry,” I reiterated as we reached the threshold.

She gave me smile, “It’s no big deal, Paint,” she assured me gently, and waved, “See ya.”

“Bye, Twilight,” Fluttershy and I replied simultaneously as the door closed. Then we sprinted out of the castle, ready to begin the next phase of the plan.

“How are you?” I asked Fluttershy as we walked away from the alicorn’s home, Angel having made a full recovery by now, “Did the spell work? Do you feel any different?”

“I guess I do feel a bit more energetic,” she replied, “but other than that, not really.”

“Well, I guess we’re just going to have to get to the Everfree Forest to find out,” I told her, scanning the area in front of us, “preferably without running into anypony along the way.”

There was no reply and I looked to my right to see that Fluttershy had disappeared again.

“Fluttershy?”

I spun around to see that she had trailed behind by several yards, staring at a pair of fillies playing catch. Her eyes followed the ball intently as they passed it to each other.

“Fluttershy!” I called. Still no response.

Angel finally gave the pegasus a firm thump on the back with his hind leg and turned her head back in my direction, breaking her out of her trance.

“Sorry,” she apologized as she trotted to catch up, “I don’t know what came over me. I just couldn't take my eyes off that ball."

“Well, at least we know the spell worked,” I observed, “Your instincts are kicking in and we still have to get to the forest. Just don’t get too excited or angry, it could cause you to change and the last thing we need right now is to draw attention to ourselves.”

“O-okay,” she agreed, “I’ll try.”

“Good.”

“Yo, Paint!” somepony with a raspy voice shouted from the distance.

“Paaaaiiiint!” came louder, much shriller voice.

Oh no.

I turned to see the two most rambunctious ponies I knew approaching us at full speed: Pinkie Pie and Rainbow Dash.

“Pinkie! Rainbow!” Fluttershy exclaimed happily as they stopped in front of us.

“Hey, Fluttershy,” Dash said coolly, hovering in midair.

“Fluttershy!” Pinkie responded with enthusiasm that matched the excited pegasus. The pair started bouncing up and down and spoke in unison.

“OmigoshOmigoshOmigosh,I’msohappytoseeyou,notthatI’mevernothappytoseeyou,it’s
justthatI’mreallyreallyhappytoseeyoutoday,youknowwhatImean?”

Both Dash’s jaw and my own hung open in shock.

“Uh . . . wow, ‘Shy,” Rainbow finally managed, “Are you feeling alright?”

“I feel fine,” the yellow pegasus responded with a wide grin, “Why?”

“It’s just that . . . well, you’re usually not this . . . peppy, and . . . are you wagging?”

Angel tapped on Fluttershy’s shoulder, directing her attention behind her; Her tail was, in fact, waving gently back and forth with excitement. She immediately stopped and put on an ashamed look.

“Sorry,” Fluttershy apologized, “it won’t happen again.”

Although she was addressing the other pegasus, it sounded like the comment was directed towards me.

Dash rolled her eyes, “Anyway . . .” she continued, returning her attention to me, “Paint, you gotta come with us, we’re going to pull the biggest prank that we’ve ever done and we need your help.”

“We’re going to paint the town red,” Pinkie snickered loudly, “literally!”

“It’s not going to be a prank much longer if you don’t keep your voice down,” Dash hissed.

Pinkie covered her mouth with her hooves and gave a muffled, “Sorry.”

“So whaddya say, Paint? You game?”

As much as I wanted to be a part of the prank of the century, Fluttershy and I really needed to get out of town as soon as possible. There was no telling what may happen between here and the edge of the Forest.

“Listen, guys, I’d love to help you out,” I said, “but Fluttershy and I already have plans for today.”

“Oh, come on!” Rainbow whined, “What could be so important that you can’t hang out us?”

“Well, um, we were just going to go for a walk in the woods. You know, reconnect with nature a little bit,” Fluttershy explained.

“You both practically live in Everfree Forest,” Rainbow said flatly, “and you blew us off yesterday so you could go on a picnic together. Is it even possible for you two to be any more connected with nature?”

“Oh, we just thought it would be something fun for us to do,” I added.

“Ooh! Ooh! I love fun things!” Pinkie gushed, “Can I come with you? I want to get reconnected-ed-ed with nature too!”

“Uh, actually, Pinkie, I’d rather if it was just me and ‘Shy this time around,” I told her.

“Awww . . .” the pink pony’s expression became suddenly disappointed

“Wait a minute,” Dash interrupted, “You guys went on a picnic together in the forest yesterday . . . alone.”

“Yeah . . .”

“And now you’re going for a walk in the forest together . . . alone.”

“Yeah, so?”

“Are you two . . . like . . . dating?”

“What!? No!” Fluttershy and I objected together, both of our faces turning beet red and tucking our tails between our legs in embarrassment, earning us a curious look from the prismatic pegasus.

“Li-listen, guys,” I finally stammered out, “I’d like to help you, but I can’t today. Maybe-”

“Heads up, y’all!” came a familiar voice with a southern accent.

Suddenly, a grey squirrel came shooting past, Fluttershy visibly tensed up when it went by her, obviously having difficulty not following it.

Soon afterward, a barking collie on a trailing leash followed. I glanced over at Fluttershy, she looked like she was about to explode. Beads of sweat had formed on her forehead and she was visibly twitching with restraint. With all the activity happening around her I was surprised that she was able to fight off her urges this well.

An orange earth pony with a blonde mane and tail came sprinting after the dog.

“Sorry, everypony!” Applejack hollered as she passed, “Winona! Goshdarnit, Winona! Get back here, missy!”

And then Fluttershy broke.

“Woof!” she barked after the disappearing trio, following Winnona’s lead and chasing after the rodent, throwing Angel from his perch on her back as she took off.

I was absolutely petrified at the new catastrophe that had unfolded; this could not end well.

“Uhh . . .” Dash was struck speechless.

Pinkie, on the other hand, had been acting as if nothing abnormal had happened in the past five minutes.

“Sorry girls. Gotta go. Maybe tomorrow. Bye!” I said quickly before joining the chase, Angel following closely behind me.

After we were out of sight, the party pony and the brash pegasus looked at each other.

“Soooo, do I have to return all those buckets of paint now, or what?” Pinkie asked.

Dash groaned and smacked her face with a hoof.

“What?”

“Sometimes I wonder how in touch with reality you are, Pinkie.”

When we finally caught up to Fluttershy, she and Winona were barking up at a tree in one of the streets. Applejack, without her trademark stetson, was staring in bewilderment at the duo. Thankfully it wasn’t too busy in town today, so only a few other ponies saw the bizarre scene as they passed by.

“Um . . .” the farm pony began as I approached, “Paint, what’s up with-”

“Don’t ask,” I told her.

I heard Fluttershy growl. Deeply. And that was concerning. She bared her teeth up at the squirrel and, upon close examination, I saw that they had become a little more fang-like. Her ears were also a little more pointed. She was starting to transform.

My body worked faster than my brain could process and everything seemed to happen in slow motion. I galloped towards the pair and tackled both dog and pony, closing my eyes as the three of us rolled down the dirt road as a single mass until we finally came to a stop and fell apart.

I felt something lick my face with a long, flat tongue.

Oh, for the love of Celestia, Luna, Cadence, and Twilight I hope that’s not Fluttershy, I thought.

I opened my eyes again to see a brown and white border collie standing right in front of my face. Happy to see that I was okay, Winona did a little dance by jumping up and down and running around in little circles.

Sitting up, I saw Fluttershy lying on the ground next to me. Angel was beside her trying to help her get her bearings, the changes from before completely reverted.

“Someone wanna tell me what in Ponyville is going on here!?” Applejack interjected, still thoroughly confused about what just happened.

I got to my hooves, missed Winnona’s leash a few times before actually grabbing it, and led her back over to the farm pony.

“I’m sorry, Applejack,” I said as I handed the lead over to her, “Fluttershy’s been acting a little strange all morning,” I looked back to see that she had begun scratching at her neck with her back hoof, “I think she didn’t get enough sleep last night; I’m taking her back to her cottage to get some rest.”

Applejack looked beyond me and raised an eyebrow, “You sure it’s just a lack of sleep?” she asked skeptically, “She's actin' crazier than a cat in a patch of catnip, and you full-on tackled the poor thing, for crying out loud.”

“Oh, yeah, sure, totally” I blabbed out as came back to face her, “I’ve seen it before, happens all the time. Heh, heh . . .”

Applejack’s jade eyes narrowed, eyebrow still cocked in suspicion. I smiled nervously, hoping she wouldn’t be able to see through my weak excuse.

“Okay . . .” she finally submitted, still doubtful, “If you say so. . . Hope she feels better. I gotta go find my hat. See y’all later.”

With that she turned in the direction she came from and gave a quick wave over her shoulder, leading Winona down the street.

I sighed with relief when they finally disappeared, and I turned my attention back towards the pegasus.

“Are you okay, ‘Shy?” I asked, “I’m sorry for the sudden-”

I noticed her pink mane was pulled in front of her face, small dots of water had soaked into the dirt road beneath her. Angel patted her back soothingly as I pulled away the hair to see that she was silently crying.

“Hey, what’s wrong?”

“I’m sorry,” she choked, “I just can’t control myself. I’m trying, I really am, but I j-just c-can’t. You were right, this was a bad idea,” she buried her face in her hooves, “P-please don’t be mad at me.”

I sat down with her, taking her hooves away from her face.

“I never said this was a bad idea,” I told her, “I said it was risky, which it is. I didn’t expect you to be in complete control of your instincts, and for what it’s worth, you’re doing a lot better than I ever was when I was. I still had trouble with chasing my own tail in public when I was nine. And I’m not mad at you. I’m proud of you.”

She wiped her eyes and looked at me, “You are?”

“You’re taking a big step out of your comfort zone doing this, that takes guts.” I smiled, “Plus, it’s kind of hard to be mad at you when you’re being so gosh darn adorable through the whole thing.”

Fluttershy gave small smile back, her cheeks flushing a deep red as her tail began to wag at the praise. I helped her to her hooves.

“You said you wanted to know what it’s like to be free, I plan to show you what it’s like. Now, come on,” I turned to go, “We’re almost out of town. Once we get to the forest, we’re going to have a great time.”

It was late in the morning when we made it to the woods. We dropped Angel off at Fluttershy’s home on the way so that he could finish his nap and made our way to a small clearing with a pond and sat down at the edge.

“You ready for this?” I asked.

She nodded, “I think so.”

I closed my eyes and felt my form shift. When I opened them, I had once again become a wolf.

Fluttershy had her eyes closed as well, except her face was screwed up in concentration.

“Is it working?”

“Not exactly,” I laughed, “try not to concentrate so hard. Relax.”

“Oh, okay,” she replied and the tension in her body started to weaken.

“Feel the wind,” I instructed, “feel it wrapping around you as it passes by.”

Fluttershy’s coat began to grow thicker, waving in the breeze. Her wings began to disappear.

“Take a deep breath in,” I continued, “take in the scent of the earth, the flowers, and the trees.”

She inhaled, her muzzle stretching out, her teeth becoming fangs, her nose turning dark.

“Hear the leaves rustling in the breeze, the insects buzzing in the air around you, the birds singing high in the branches. Listen to what they have to tell you.”

Her ears twitched as they grew pointed, her tail extended and became fluffy, the pale pink changing to match the light yellow of her coat.

“Feel the ground beneath you. Embrace the terrain, let it be your guide through the forest.”

Her hooves changed shape, becoming padded paws, tiny black claws peeking out between the toes.

“Now open your eyes.”

She did so slowly, “How-how do I look?”

I motioned to the smooth surface of the pool, “See for yourself.”

Fluttershy clumsily got to her feet, not yet used to moving in her new form, and gingerly made her way to the edge. She let out a small gasp as she peered at her reflection. A wolf, about the size of a pony and sharing her familiar pink mane, teal eyes, and cutie mark, stared back at her in the water. She stood there completely engrossed in her new look.

“Enjoying the view?” I teased as I came up beside her.

“I just can’t believe it’s me,” she whispered softly, adjusting her position to get various perspectives.

“Hey, come on, we didn’t come out here just for you to fall in love with yourself,” I joked, “Let’s do something fun, something that’ll really get you to loosen up a bit.”

She broke her concentration to look at me, “Like what?”

I thought for a minute, then it came to me.

“Tag! You’re it!” I said, tapping her on the shoulder and running to the opposite end of the glade, only stopping for a moment to glance back.

Fluttershy grinned and came after me, stumbling a little bit as she gained speed, but able to recover quickly. Soon she was sprinting towards my end of the clearing, eyes shining with enthusiasm. I grinned with her, turning towards the trees and took off into the brush. The chase was on.

I dashed through the forest, leaping over the fallen logs and weaving between the of trees trunks, trying to avoid Fluttershy as best I could; even though I knew she was a rookie I wasn’t about to go easy on her. Suddenly, the ground dropped off steeply and I came to a screeching halt. In front of me was a shallow creek, about three feet below the edge of the bank and about six feet across. I heard rustling behind me in the bushes, and there was no way I could jump the gap, so I sprinted to the left, following the water downstream.

I eventually came across an old tree that had fallen across the creek and used it to cross to the other side. Once I was over, I stopped and looked back to see that Fluttershy wasn’t too far behind. She had just made it to the fallen tree and had begun to cross it, using her claws for traction and her tail for balance. She paused for a moment when she reached the end and crouched.

“Ah-ha!” she exclaimed as she pounced towards me.

I easily sidestepped the attack and she went tumbling through the grass, stray bits of leaves and twigs clinging to her now slightly messy mane.

“Nice try, ‘Shy,” I said as she recovered and shook the debris out of her hair, “but you’re going to have to do better than that.”

I took off again, heading back upstream, Fluttershy soon on my tail.

“You’re not getting away that easily!” she shouted after me.

As we ran back up the creek, I spotted a large pile of boulders to my left. I immediately changed directions and began to scale the rocks with agility, reaching the top in less than a minute. Fluttershy had a bit more difficulty climbing up the enormous mountain but still made fair progress.

“Slow down,” she panted as she approached the top.

“I can’t do that, silly,” I turned around, “then it wouldn’t be a challenge.”

I began to descend down the opposite side of the boulders, being careful of my footing as I leaped from rock to rock, eventually reaching the bottom. I kept going, continuing into the woods a bit until I came to another clearing. It was our favorite picnic spot: a mostly grassy area with a few patches of flowers that grew along the edges. Sunshine poked through the canopy of trees that surrounded the little haven, the ground was pretty muddy in some areas from a rainstorm that happened days ago. I wandered to the center and sat down, waiting for Fluttershy to appear.

A minute passed.

“Come on, ‘Shy!” I called, “What’s taking you so long?”

Two more minutes passed.

“Uh, ‘Shy?” I called again, getting up and moving towards the direction I came from. I was starting to get worried.

“Fluttershy?”

Nothing. Did she get stuck in between the boulders? Was she hurt?

The shrub next to me shuddered slightly.

“TAG!” Fluttershy shouted as she sprang from her hiding place, my glasses fell off of my face as she knocked us into a mud puddle. Her paws were planted firmly on my chest, effectively pinning me beneath her.

“You’re it!” she declared, smirking triumphantly, her tail waving proudly.

I wiped at my face in an attempt to clear away the mud, which now covered most of my body, only making it worse.

“Oh, please,” I sputtered, a little embarrassed that I let her catch me by surprise, “I let you tag me.”

“Yeah,” she said quietly, “I know.”

“Wait, really?”

“Yeah . . .” she sighed, her expression becoming slightly crestfallen.

I felt guilty for saying it to her for a second, but then her cocky grin returned.

“I could tell by your shocked expression as you landed, realizing I had just beaten you,” she quipped.

I couldn’t believe it. Did Fluttershy just roast me?

“I- You- Wha- Huh? ” I babbled, unable to come up with anything in response.

Then a devious thought came to mind, and I smiled devilishly.

“C’mere, you.”

I reached up with my teeth and grabbed her by her scruff. In one swift motion, I rolled over and pulled her down into the filth, trading positions and coating her head to tail, my paw resting on her chest.

“Now, who’s been beaten?” I retorted.

She laughed, “Still you,” she shot back, as she dragged me back down into the sludge.

We wrestled with each other for a bit: chasing each other around the glade, giving little nips, and performing the occasional tackle to the point of exhaustion. We laid sprawled out in the grass, covered in dried mud and panting heavily, continuing to chuckle weakly in between breaths.

As the excitement of the game began to burn out, I felt a drop of water land on my nose. Sitting up, I felt another one land on my paw, and another on my back. Fluttershy must have also felt them because she quickly changed position as well. I looked up to see several dark grey storm clouds through the leaves. I cursed myself, I had forgotten the pegasi had scheduled a severe downpour this afternoon; from the looks of it, it was drifting over the Everfree Forest as well.

A sharp clap of thunder sounded directly above us. Fluttershy shrieked and fell back to the ground, cowering. She covered her ears with her paws and shook violently, her eyes shut tight, absolutely terrified.

“Fluttershy, what’s wrong?” I asked.

“It-it’s the thun-thunder,” she squeaked, “Please, ma-make it sto-stop.”

I cursed myself again, how could I have forgotten. To a normal pony the noise wouldn’t be so bad, but to a wolf’s sensitive ears amplify the sound by almost ten times and can even pick up frequencies that ponies couldn’t hear; it can sound like the earth is about crack open and swallow you up. I was able to cope with the deafening roar since I had grown up dealing with things like this, but I couldn’t even imagine the level of fear Fluttershy was experiencing right now.

The rain started coming down harder, beginning to wash the dirt off of us. I briefly scouted the area for my glasses and positioned them back on my face, one of the lenses cracked from when Fluttershy ambushed me. I gently nudged the fragile wolf with my muzzle, encouraging her to stand so that we could get someplace safe.

“Come on, ‘Shy, get up!” I urged, “We need to leave now!”

Slowly, she opened her eyes and removed her paws from her ears. She carefully stood up, still shaking. Another round of thunder rolled across the sky, causing her to whimper, her legs giving out from under her. I caught her before she hit the ground again.

“I know you don’t like it, but we need to get out of here. I know a shortcut back to my house,” I brought her eyes to look at mine, “I need you to stay calm until we get there, can you do that for me?”

She nodded, panic still written on her face.

“Good,” I led her over to the brush, “Follow me.”

Together we made our way through the dense trees. Fluttershy winced at every thunderclap but managed to keep a steady pace.

Eventually, we emerged from the woods in front of my tiny, two-story oak cabin. I threw the door open and the two of us stumbled inside, completely drenched. I was the first to dry myself, shaking most of the water off of me and completely soaking the hardwood entryway. Fluttershy mimicked my actions, spraying even more water all over the room. I kicked the door closed.

“Come with me,” I instructed her.

I guided her left, to the living room, and sat her down on the plush rug in front of the wood stove. I quickly ran upstairs to grab a spare towel from my bathroom and a green squeaky bone from my closet. When I came back down, the butter yellow wolf was shivering - whether from the thunder or her damp coat, I had no idea.

I wrapped the towel around her, hoping it would at least keep her a little warm, and she used it to try to dry herself better. More thunder arose, eliciting another squeak of terror from her.

“Here,” I offered the rubber bone to her, “try this. I know it seems silly, but it’ll help with the nervous energy.”

She gladly took the bone in her mouth and gave it a squeak.

“Thank you,” she said around the toy and continued to compulsively squeeze it.

I opened up the top of the stove, added some papers and few logs inside, lit a match and dropped it into the pile. I closed the lid as the flame began to spread, and within a few minutes, the fire was radiating warmth.

Realizing I was still rather wet and that my lens was still broken, I started another trip to the bathroom.

“You going to be okay by yourself for a minute?” I asked as I reached the foot of the stairs.

“Mmhm,” she replied.

I made my way back up, grabbing my own towel from the hook on the inside of the door as I entered the bathroom. I rubbed the soft fabric over my face and down my back, wringing out the excess water that clung to my coat. After I was dry, my fur fluffing up and sticking out at odd angles, I opened the medicine cabinet to take out my spare glasses. I placed them on my face as I changed my form, becoming a pony once again.

I made my way back down the stairs, the rain still coming down hard on the roof. Fluttershy had fallen asleep, the squeak toy still in her mouth; she looked so peaceful.

Glancing out the window, I saw that the light was starting to fade from the sky. It would be night soon and she hadn’t been home all day to feed her animals.

Ambling over to the closet, I took out my rain poncho and waterproof boots and slipped them on. I opened the door to go outside, the angry drops of water immediately greeting me as I closed it behind me and made my way to the cottage down the road.

I returned an hour later, my poncho dripping with rainwater and my boots caked in almost liquid mud. I left the rain gear by the front and walked back to the living room.

Fluttershy was still unconscious by the fire, she had changed back into a pony sometime during her nap. I opened up the stove to drop another log on the embers, accidentally waking the sleepy pegasus in the process. She sat up and rubbed the tiredness from her eyes as she yawned.

“Hey, sleepyhead,” I said quietly, “did you have a nice snooze?”

“Mmhm,” she replied as she looked around, “What time is it?”

“Late?” I guessed as I shut the top, “I don’t really know. I didn’t want to wake you, so I walked over to your house to take care of your critters. Angel helped a bit . . . well, actually he helped a lot since I didn’t really know what I was doing. It’s still raining pretty hard out there, so if you’re still tired you could spend the night.”

“That’s really thoughtful of you. Thank you.”

“So tell me,” I questioned as I sat down across from her, “how did you like being a wolf?”

“It was like . . . I felt as if . . . It’s. . .” she trailed off unable to complete her thought.

“Hard to describe?” I suggested.

“Yes.” she nodded, “Very. It’s like nothing I’ve experienced before.”

“Well, let’s start with this: did you like it?”

“Oh, yes, absolutely!”

“That’s what I was hoping to hear. What specifically did you like about it?”

She thought for a moment, “The excitement, the energy, the joy I felt seeing Rainbow and Pinkie, running after Winona and the squirrel, changing for the first time, the wind in my coat, playing tag, rolling in the mud; I just felt like I could let myself go for once in my life.”

I grinned, “I’m glad that’s how you feel, you should do it more often.”

She coyly stroked her mane, “Oh, I don’t know. I don’t think I’ll ever be confident enough to be like that on my own.”

“Yes you can, ‘Shy” I assured her, “I know you, and I’ve seen you out there. You are more than capable of lowering your defenses, it’s just going to take some time for you to get to that level,” I put a comforting hoof on her shoulder, “If you want to get there I’ll help you, but if you don’t I won’t make you. No matter how confident, you’ll always be perfect to me.”

She looked at the floor, “Nopony’s perfect,” she told me.

“Except when you’re being yourself,” I responded as I brought her into an embrace, “which you always are.”

I heard a sniffle and felt a few warm tears on my shoulder. I pulled away and saw her teal irises were watery, a smile of gratitude plastered on her face.

“I never knew how much I needed to hear that,” she said, wiping her eyes, “Thank you, Paint. You really are my best friend.”

“You’re welcome, ‘Shy.”

The two of us sat by the fire together, letting it bathe us in its warmth as our fatigue slowly began to overcome us; the events of the day became surreal in our memories as the rain continued to patter on the roof.

Author's Note

Okay, so I was watching Wolf Children recently (great movie, by the way) and just had to write a story inspired by it. This is basically my attempt at writing something that I hope comes off as adorable as I think it is. I need more fluff like this in my life. As always, let me know what you thought in the comments. Seriously, leave me a comment or message me. I'd love to know what you guys think of my writing!