A Sheep In Wolf's Clothing

by Jest

Growing Up Cruel

Previous ChapterNext Chapter

William dragged himself out of what amounted to a bed and stumbled over to the strange sphincter that was his door. Upon stepping outside, he expected to find the damp, stone halls to be filled with the usual signs of activity. Young nymphs running around, seeking out their usual love rations, participating in some manner of game, or chatting with their peers.

What he found was the exact opposite, with the few other changelings present either being nurses, or zombie-like nymphs stumbling about. Groaning, and struggling, they seemed barely able to walk a straight line and had a glazed expression on their face. Looking a bit closer, William could tell that a lot of them had greyish-brown chitin that had yet to fully harden unlike his own.

Even the bully with the large head crest was lying off to one side, groaning in pain as a nurse attempted to help him. But despite her being a full adult, he was already larger than her, turning the entire interaction into a rather awkward wrestling match. The other changeling was so out of it that even upon meeting William’s eyes, the bully didn't even glare at him, as if merely summoning some manner of ill will was beyond him at the moment.

“Serves you right,” William muttered to himself well after he was out of earshot.

A short jaunt later, the young changeling had acquired his daily allotment of love. By then feeding no longer felt quite so weird, but it left him feeling oddly guilty for reasons he couldn't quite put into words. Brushing that thought aside, he made his way back to his room, mentally preparing himself for a long boring day of wandering around and staring at the wall.

That was until he saw a familiar shape standing outside of his room.

“Threes?” He asked in confusion.

“Oh hey there little one,” Threes greeted, smiling warmly at the other changeling. “Ya sleep well?”

“As well as can be expected,” William dismissed.

“And how's your chitin feeling? Any soft spots?” Threes inquired, looking him up and down.

“No, I’m quite fine thank you,” William once more dismissed, making sure to hide his privates from Three's rather intense inspection.

“Oh good. Most small lings like you don't have to worry about molting sickness anyhow but it ain't completely unheard of,” Threes explained.

“Yes well. I am exceptionally petite,” William murmured bitterly.

“Huh? What's that supposed to mean?” Threes muttered, scratching her head.

“It just means very small. Now is there a reason for this visit?” William pressed.

“Oh uh, I was gonna help ya remember? We were gonna find what you were good at so ya don't end up well… you know,” Threes muttered awkwardly, wincing already.

“Getting recycled,” William finished. “I remember.”

“Right, so are ya ready for that? I figured we’d give shapeshiftin’ a try first,” Threes offered.

“I…” William bit his tongue.

He wanted to blow the other changeling off, to tell her to go away so that he could sulk in peace but he didn't do that. He would need the ability to shapeshift if he was going to get his old life back, and so far he was less than excellent at it. So with the prospect of reacquiring his humanity at least in some limited sense now on the line, he nodded.

“I’m ready,” William proclaimed.

“Good, then come with me. I got a spot you can do your shiftin’ without getting bothered by no one,” Threes stated.

“After you,” William offered, gesturing down the hall.


“This ain't exactly the dojo I was expecting,” William muttered as he looked around.

Though still in a stone cavern, here the walls were unworked and natural. There was no sign of the strange black goo that changelings covered everything with, allowing them to easily climb any surface. Instead, it was just a wide open space with a ceiling that was several stories above him. Standing in the center of the tennis court-sized cavern was what he assumed was an ancient stalagmite with a wide flat top. Wide enough to accommodate himself, Threes, and plenty of space to move around, it looked like the type of place where the protagonist and antagonist would have a dramatic duel.

“Do what now?” Threes murmured.

“It's… nevermind. Don't worry about it,” William dismissed.

“Anywho,” Threes began again. “I remember when I took the infiltrating course way back when and though not all of it stuck in this old skull of mine I do recall being tested on three things.”

Threes began to pace back and forth in front of the other changeling.

“One. You must be able to quickly slap on a disguise when the time comes and- go!” Threes shouted, pointing at him.

“What?” William muttered.

“Put a disguise on, you’ve been spotted and need to blend in with the ponies!” Threes exclaimed.

“I’ve never even seen what a pony looks like,” William deadpanned.

“Now what do you mean you ain't never seen a pony before,” Threes spat in a mixture of shock and confusion.

“I’m pretty sure that's a double negative but whatever. I meant what I said,” William pressed. “Changelings apparently haven't figured out how to make paper yet so it's not like I could even see a drawing of one.”

“We have so made paper we just don't use it much since it ain't easy to make,” Threes murmured defensively.

“Well, my point stands. I don't know know what a pony looks like,” William proclaimed.

“Okay,” Threes sighed. “I don't know what in the heck those teachers of yours have been doing til now, but I’ll show ya what they look like.”

After a moment of concentration, Threes was bathed in emerald fire, emerging out the other side as a brightly colored miniature horse. Stranger still, she still had the same baffling proportions as changelings did, with huge eyes, and the same massive head. The only difference was now she had offensively green fur, a yellow mane that dangled past her barrel, bright orange irises, and an image of three apples that had been eaten down to their cores on her flanks.

“They look like this, well some of them do anyhow,” Threes exclaimed. “Some have horns, and others got fancy wings with feathers and whatnot.”

“But not both,” William half asked half stated.

“There's only one pony that's got both, and that's princess Celestia,” Threes continued. “So uh try not to accidentally do both. You don't want to get confused as some kinda lost alicorn. They are mighty suspicious of that kinda thing.”

“Noted,” William declared.

“Right, so now you do it,” Threes offered, shedding her disguise and returning to normal.

“Give me a moment,” William murmured.

Lighting his horn, the young changeling concentrated, picturing his disguise in his mind before releasing the magic. With a flash, and a cascade of emerald fire, his changeling form disappeared and was replaced by a new one.

“That's uh… not what I had in mind,” Threes muttered.

“I don't understand. I did as you asked,” William retorted.

“You ain't supposed to just do the same disguise I did,” Threes exclaimed.

“What? It's not the same. See I made the hair shorter, and I am male,” William shot back, sticking his chin out and showing that yes, his mane was indeed shorter, with the ponytail only going down to his neck.

“That's male? I er…” Threes shook her head. “Look, never you mind about all that. Let's just switch to the next area they are gonna be testing for.”

“Alright then,” William offered, shedding the disguise and noting that he had a brief moment of vertigo as he returned to his normal stature.

“Right so next is uh…” Threes paused and tapped her chin. “Adaptability! Switch from between a bunch of different disguises real quick.”

“But I only have the one,” William deadpanned.

“Dangit that's right. Okay, last one. Charm,” Threes stated.

“Woah, that's not… I’m doing that especially not with you,” William hastily proclaimed.

“What's got yer knickers in a twist? I’m just saying you should practice your charm,” Threes muttered in confusion.

“You’re very nice, and I consider you a friend, but I am uh… gay,” William murmured.

“What does… Oh!” Threes erupted with laughter. “Nah that ain't the kinda charm I’m thinking of.”

“Then what exactly did you have in mind?” Willia muttered, the former human trying and failing to stop himself from blushing any harder than he already was.

“Look. I’m a say… Apple merchant and I got my stand set up in the spot that y'all need for whatever reason. Convince me to leave,” Threes stated.

“Oh uh okay… hmm,” William murmured, rubbing his chin. “I think I got one.”

The young nymph cleared his throat and stood a little taller.

“Good afternoon ma’am. I am from the local-” William began only to be caught off when Threes suddenly screamed.

“What is that, a changeling! Help, guards!” She shouted over her shoulder as if calling for someone just out of sight.

“I uh… right,” William murmured, donning the same disguise as last time. “Better?”

“Well hey there cousin. What are you doing around these parts?” Threes proclaimed with a smile.

“Huh? I’m not your cousin,” William muttered.

“Well, you sure do look like her. Got the same cutie mark and everythin’,” Threes pointed out, gesturing to his backside.

“That's not… augh whatever. I give up,” William spat, shedding his disguise once more.

“Come on now, don't give up that fast,” Threes encouraged. “Yer a smart lil fella. I’m sure you could figure something out.”

“No. I’m done with this bullshit. I don't know enough about ponies to make a convincing disguise, nor do I have any idea what kinda social norms they have either,” William retorted, trotting off the stalagmite and gliding away.

“Aww but…” Threes sighed and threw up her forehooves. “Come on, at least try.”


William lay on the ground, his body aching and his mind whirling. The day he had was not an especially brutal one, with the majority of his time occupied with stretching, and light activity. However, it was the sheer number of activities that had reduced him to the current state he now found himself in.

After testing his newfound, and admittedly impressive, flexibility, they had moved on to pushing his magic as hard as it could go. Brute force channeling was a deeply unpleasant experience, with his horn burning hot even hours later. Worse still, they had concluded the day by having several strength challenges and finally an endurance flight test.

The result was a changeling who was completely and utterly exhausted. His wings felt thin and brittle, his horn pulsed with agony, and nearly every muscle he had ached intensely. There was no escape from the general feeling of pain and discomfort that encompassed his being.

“I didn't even get a name,” William murmured. “Not like I need one.”

He couldn't help but think back on that moment when one of his classmates suddenly had a striking realization. It had come immediately after they had finally given in and quit the brute channeling exercise. The last to tap out, she was clearly the most magically endowed of their age group. Taking up the name Arista, this name had been acknowledged by the observing teacher and thus she was no longer a nameless changeling.

He wasn't sure how this worked, or if it could be faked, it seemed like a magic thing. There was a brief flash of emerald light that emanated from within the changeling, but that had been it. He considered replicating the event in an effort to receive favorable treatment but decided against it. The backlash should he be found out would immediately make it not worth the effort.

Still, he contemplated the event in greater detail, wondering about the mechanics of it all. Only for his thoughts to be interrupted by a knock at the door, or knock on the wall next to the door to be more precise.

“What!” William groaned.

“It's me, Threes!” Shouted a familiar feminine voice. “I thought we could go give the whole career test another shot!”

“Right, she had something planned for every day,” William murmured to himself. “But I really don't wanna get up.”

“This won't be too terribly draining, I promise!” Threes yelled as if reading his mind.

“I’m up. I’m up,” William muttered, rolling over and awkwardly trundling over to the door, waving it open. “Now what exactly did you have in mind?”

“Just follow me. I got everything set up in a small out-of-the-way spot in the upper mining level,” Threes replied.

“Fine. Lead the way,” William exhaled.


“It is really empty down here,” William murmured, glancing down another long hallway occupied only by the odd faintly glowing spot of moss, or a few discarded tools. “Why is no one mining?”

“We got all the easy-to-grab ores,” Threes explained, a dour expression crossing her usually sunny face. “The rest of us diggers got reassigned, or recycled.”

The word recycled stuck firmly in William’s mind, reminding him of the price of failure. If he didn't find something he excelled at then that was it, and he was dead.

He wasn't sure if he could come back a second time, and he sure didn't want to find out.

With that grim thought in mind, he followed Threes a little closer, shying away from the deep shadows that followed after them.

“Don't you worry none. We’ll find something you're good at don't you worry,” Threes dismissed.

“But what would you even test for down here?” William asked.

“Why diggin' of course!” Threes proclaimed, stepping aside to reveal a mineshaft in the midst of excavation.

“I thought you said all the diggers got reassigned or killed,” William pointed out.

“Oh, they weren't killed they just uh… rejoined the first mother, and now await their chance to live once again,” Threes explained, her smile becoming artificial and strained.

“Yeah uh huh,” William muttered while rolling his eyes.

“Look all I’m trying to do is set ya up with somethin’,” Threes retorted. “Only a few of us diggers got recycled, most got put elsewhere which is a darn sight better than the alternative.”

“Okay, you convinced me,” William declared. “Though I got a feeling I won't be getting anywhere. Especially after the day I’ve had.”

“Don't you worry none. If you got the talent for it then no amount of strain is gonna stop you,” Threes declared, slapping William lightly across the back. “Now get on it little doggy. We can't stay down here forever.”

William hid his blush and muttered bitterly under his breath. He wasn't opposed to such treatment, but definitely not from her anyway.

“Right, where to start?” He murmured to himself.

Glancing around, he was able to locate a boulder just larger than he was. The mostly round object was the most in the way of the various rocks, indicating that it was the first foe he must fall. Though a bit confused about how he’d get it out of the way, he walked over to it and began to inspect the grey mass.

“So,” William began while still thinking. “If someone doesn't get a name, what happens?”

“You get a number like me, and then usually assigned a job most changelings don't really enjoy. Digger, maintenance, custodial, that kinda thing,” Threes replied, only to pause. “Well, at least that's how it used to be. I don't really know how things are gonna go, what with the queen’s newest plan.”

“Hmmm,” William hummed to himself.

Climbing onto the back of the rock, he wedged himself between the wall and his target. Using the whole of his body, he attempted to unstick the boulder by pushing it with his back hooves. He used all of his strength, straining to call upon any last bit of himself not already exhausted from today’s activities.

“Come on, come on come on!” He cursed to himself, muscles straining.

For a split second, he could have sworn he felt it move, but then nothing. All at once his body went limp, like a puppet with its strings cut, and he collapsed, lying sprawled out atop the rock.

“This. Is. So. Heavy,” he whined between breaths.

“That ain't the only job. There's still the tools, the winch, and all sorts of stuff. Give it a try!” Threes proclaimed.

“Just… in a second,” William took a deep breath and clambered off the rock. “Right, what next?”


William lay on his back, limbs splayed in all directions, chest heaving as he desperately refilled his lungs.

“You gave it your all?” Threes asked, her face looming over the downed changeling.

William wanted to retort with something bitter, angry, and biting but he didn't have the strength left in him to do even that.

“Yes,” he simply wheezed.

“Huh. Well then. It looks like diggin ain't in your future,” Threes remarked.

William groaned.


Once more, William was lying on the cold hard ground, limbs aching and muscles twitching in agony from overuse. This time he had spent most of his day doing one activity and one activity alone, running. Hours upon hours of doing nothing but jogging, sprinting, or doing the dreaded test of beeps, was mind-numbing and agonizing.

Coming in last in nearly every race, he had become the nexus of a considerable amount of ridicule. Some of the adults present hurled insults, as did his fellow nymphs, though most were too exhausted to care by the end of it. Even the male with the large head crest had run out of steam after the halfway point, merely glaring at William whenever their eyes met.

“I hate this place so much,” William murmured to himself.

The dull thump of Three’s hoof startled William from his revere and made him groan in irritation.

“Come in!” He shouted.

The door opened, and Threes popped her head inside.

“Oh hey there little fella. Hard day?” Threes asked, already wincing.

“You have no idea,” WIlliam muttered bitterly.

“Pretty sure I do,” Threes proclaimed, stopping and looking down on the inert changeling. “Your whole upbringing may have been faster than most, but everyone goes through hell week.”

“Right, so-” William began, pausing to awkwardly clamber into an awkward, slightly swaying stand. “What's on the docket this time?”

“Stealth,” Threes stated proudly. “I was thinking we could test out your weapons skills but that ain't probably the best idea given how tuckered ya are.”

“I can barely lift my hooves,” William declared.

“No worries kiddo. I’ll carry ya there,” Threes replied.

William then found himself lifted unceremoniously from the ground, and deposited upon the larger changeling’s back.

“Ya’llright back there?” Threes asked.

“Fine, just try not to jostle me around. I don't know if I’ll be able to get up a second time,” William muttered.


“Okay so… explain this again,” William muttered.

Threes sighed and turned back around.

“First you try to sneak up on me and I’ll be well… me,” Threes declared, gesturing to herself. “Then, y'all gotta sneak up to me and I’ll pretend to be a pony.”

“Uh huh,” William murmured, glancing down the large open area that had once been a mustering point of some kind.

The room’s features had been cleared away at some point, leaving behind only grey, featureless walls. The ceiling was tall, topping out at just over two stories, while the ground looked normal at first glance only upon closer inspection revealed that it was slanted and uneven. There seemed to have been some kind of seismological event at some point which had caused the entire area to become structurally unsound.

“But what's the difference?” William asked.

“Well for one. Changelings can sense emotions,” Threes replied, tapping the side of her head. “So ya gotta deal with that.”

“You want me to just… stop feeling things?” William muttered in confusion.

“Well yeah. Everyling knows how to do that. It's like a survival instinct so we don't spend all our leave feeling stuff as intensely as them ponyfolk do,” Threes stated.

“I…” William shook his head. “I’ll give it a shot.”

“That's the spirit,” Threes proclaimed, turning back around. “Now, once you step past that there line I’ll start judging ya.”

“And if you are able to sense my presence I must start again,” William concluded.

“Exactly!” Threes declared.

William sighed.

Focusing himself inward, the former human did what he could to stop himself from feeling anything. Emptying his mind, he breathed in and out for nearly a minute before finally taking a single step forward. After Threes didn't move, he took a second, then a third, his confidence soaring with every inch he gained.

“Got you,” Threes declared.

“What? How!” William proclaimed.

“I could smell it,” Threes replied, tapping her nose. “Positive emotions, mostly confidence as well as relief.”

“I… but…” William muttered only to sigh. “Whatever.”

“Don't overthink it. You can do it,” Threes encouraged without turning around.

Snorting bitterly, William stood there, fighting angrily against his own anger. After nearly a minute, he was finally able to relax and let go of his negative emotions. It took a bit longer for him to completely get his head in the game, but after several minutes of silence, he stepped forward.

“Stop,” interrupted Threes. “Negative emotions. Resentment, anger, and a bit of guilt.”

“This is impossible!” William shouted, throwing his forehooves in the air.

“What, no it ain't,” Threes retorted, turning around. “I’ll prove it. You turn around.”

William grumbled but did as he was asked and stared down the long hall leading out of this particular section of the hive. Raising his nose, he focused on his new senses, straining to detect any hint of emotion from behind him. Only to find that there was nothing, and no one around, just the faint musty scent of dust and stone.

He couldn't even hear the sound of Three’s hooves, just the sound of some distant liquid dripping onto the stone floor. He was about to turn around and ask when she was going to start only for a hoof to touch his shoulder.

“Ahhh what the hell!” William shouted, leaping into the air and raising his forehooves.

“We were practicin’ sneaking. Remember?” Threes muttered in confusion.

“How did you do that?” William exclaimed.

“I stopped feelin’ stuff,” Threes replied with a shrug. “It's an instinct we all got. Helps us fight other changelings and generally just be real sneaky like.”

“Okay, this is stupid. I give up,” William proclaimed.

“Wait, don't just quit,” Threes interrupted, grabbing him by the shoulder. “Don't ya remember what's gonna happen if we don't find out what you're good at?”

“I’m going to be murdered by the hive. I remember,” William retorted. “But unfortunately for the psychopaths who run this place, I know what I’m good at.”

“Huh? Then what is it?” Threes asked.

“I am good at conflict management. I am an empathetic person, and I am generally pretty good at de-escalating issues before they turn to violence,” William declared.

“No, you ain't. A person that is. You’re a changeling,” Threes pointed out.

“I hate this place,” William muttered while walking away.

“Hey, are we still gonna try again tomorrow?” Threes shouted after him.

“Of course we are. I’m frustrated, not stupid,” William retorted.

“Coulda fooled me,” Threes murmured.


Author's Note

Join me over on patreon or Subscribestar and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out!
Or just join the discord to ensure that you dont miss an update.

Below are a list of supporters some past, some present that have earned my eternal gratitude. Thank you All.

Jimmi Kristensen Demonxenomorph1987 Orivon Kloud Strahil Terziiski Jesse Goodnight Jessie Smith Kiddwizard Sebastian Molina Ozxecho Damien Scerri David Hedrick Owen Thomas Morr Szilard Afell Tale Weirdocat Dragonus85 Derpydude9001 Generic Pony Yaki Lolman3121 Elysia Joshua Crowell Little Insane Joshua Molina Boonman Lavamoon Big Corn Ewan Maclean OSK Mrburgerdon 2scoopsplz Lacunae Dale Thatguyplays32 Geraldo Plock ConfusAJ Verge T Pensive Random Videos Eclipse_Corp. Lotus Petals ChrisBarnes Mathew Whitney Trixie Lulamoon Matias Duran Aang Sylver SRGTartman Tacocat598 MestreJ Nightwing Dragon'ssheppard1995 Venerable Ro Lich Lord Krosis Canary In The Coal Mine Spacedude Ceepert Peter Coulthard Tom Facinus M VI Watch Starless Tiwake Tailsic Nightwing Sunset Flash.

Next Chapter