PONYVILLE

Ponies were enjoying the evening air as the moon shone over the town. Two were having a good chat near a bush when a pink helmeted pony stuck her head out, binoculars in tow. Pinkie Pie reached down and pulled up a tin can with a string attached.

"Pink Leader calling Rainbow One. Come in Rainbow One, over".

"Uh, Pinkie..?" replied Rainbow Dash's voice.

"No, it's Pink Leader, Rainbow one, over".

"Yeah… two things: One, don't call me that!"

"Roger!"

"It's Rainbow Dash, not Roger, Pinkie Pie!"

"Roger!"

"Ugh! And two…"

Pinkie gets hoisted up as Rainbow Dash held the other tin cup.

"Why do we even need these when we're close to one another?"

"Duh, to communicate".

Rainbow Dash sighed as she lowered Pinkie Pie back down to the ground. Pinkie continued her 'undercover' work as she hid into the bushes again.

"Pinkie Pie, this isn't the time to fool around!"

"Of course not!" Pinkie Pie emerged from the fountain across from Rainbow Dash's location. "I'm trying to make sure that we get the jump on the Were-pony!" She dives into the fountain as Rainbow Dash went to it.

"But we don't even know where it is!"

"That gives us the element of surprise!" said Pinkie Pie as she emerged from a barrel away from the fountain.

"Oh, Pinkie Pie…"

They continued their search, finding neither hide nor hair of the beast. It wasn't long until they met up with Applejack and Rarity.

"Seen or hear anything, Rainbow?" asked Applejack.

"Yeah," said Rainbow Dash, "A pink pony who keeps goofing around".

"Really?" said Pinkie Pie, emerging from Rarity's pack. "Do we know her?"

"Pinkie Pie?" said Rarity, "How'd you… get out of my bag!" Pinkie Pie smiled as she jumped out. "Oh, I hope you didn't ruin it!"

Rarity searched through her bag and pulled out a navy blue and purple scarf.

"Uh, Rarity?" asked Applejack, "How'd that suppose to stop a Were-Pony?"

"It's not. It's to keep me warm and fashionable".

"Wait a minute here," said Applejack, "Where's Twilight and Fluttershy?"

RRROOOAAAAARRRRR!

"What in Equestria was that?" asked Rarity.

"That would be the Were-Pony!" said Rainbow Dash.

"AAAAHHHH!" Came another voice.

"And that would be…"

"Twilight!" said the Ponies as they ran for the scream.

Meanwhile…

"Oh no! Oh no!" stuttered Twilight as she backed away from the Were-Pony, who was tearing her saddle bag to shreds, looking for something. Twilight was frozen with fear until the cookies came pouring out, in which the Were-Pony began to devour them.

"I can't believe the Were-Pony is real! I can't believe it's torn my pack to shreds! I can't believe…" Twilight stopped as she noticed a familiar mark on the creature's flank. Even covered in fur, there's no mistaking the Cutie Mark: three pink butterflies. "…It's… Fluttershy?"

The Were-Pony, done with her meal, turned around, growling as drool and crumbs hung from her mouth. Twilight backed, but looked at the Were-Pony's glowing yellow eyes. Even though she was big and furry, her grayish-pink mane showed more Fluttershy than anything.

"F-f-fluttershy?" said Twilight, inching close, "It's me, Twilight Sparkle…"

Fluttershy moved close to Twilight, who backed and tripped. Twilight looked up as her transformed friend began to breathe on her, Fluttershy's new fangs just inches away from her.

"I'm you're friend!" Twilight shivered with fear as Fluttershy snorted, "Please Fluttershy!"

Twilight closed her eyes, thinking it was the end, but… she felt something wet and warm go across her face. She opens one eye to see that Fluttershy was licking her. Did she know?

"Good…girl…" Twilight backed away and looked at her friend. "Oh, Fluttershy…"

"F-F-F," began Fluttershy.

"Fluttershy?"

"F-FREN..?"

Twilight's eyes grew wide with hope. "Ye-"

"HI'YA!"

Before she knew it, Rainbow Dash comes in and kicks Fluttershy in the face and away from Twilight.

"Rainbow Dash!"

The Were-Pony roared as it stared down at Rainbow Dash while the other ponies arrived.

"Oh my!" said Rarity, "Just look at it!"

"I know!" said Applejack, "A real Were-Pony".

"Yes, and look at its mane! So much fur is not good for anypony".

WHACK!

"Whoa!" shouted Rainbow Dash as she flew into a nearby home. The Were-Pony roared, but was cut short as a lasso of rope bounded its muzzle. Applejack then leapt onto its back.

"Yee-Haw!" she shouted as she tied the rope tight, "There's no way yer getting away this time!"

"But Applejack..!" began Twilight, as the Were-Pony began to buck up and down.

"You gotta try harder than that to get this cowgirl off…" taunted Applejack as the Were-Pony spread its wings. "…you?"

In one leap, the Were-Pony flew straight up as fast as a rocket. Applejack tried to hold on, but the Were-Pony began to do aerial stunts, from loops to barrel rolls. Applejack began to feel dizzy from it that her grip loosened. In one last loop, she let go of the rope.

"WHOA!" yelled Applejack as she fell from the Were-Pony down to the ground, but Rainbow Dash stopped her before she hit it. "Phew! Thanks, Rainbow. I owe you one".

"No prob! I'm keeping count!" said Rainbow Dash as the Were-Pony flew off into Ponyville.

"No wonder why that varmint kept disappearing; it flies!"

"And so can I!" Rainbow Dash flew to Pinkie's bag and takes the pink launcher from it. "Gonna borrow this, Pinkie Pie!"

"Wait! Rainbow!" shouted Twilight, but too late. Rainbow Dash made it to the Were-Pony, where it bit through the rope and snarled at her. Rainbow lifted the launcher and locked on.

"Say good night, wolf-pony!" Rainbow pulled the trigger, with Twilight looking away in shock.

BOOO-PPFFFTTT!

Twilight quickly looks back up to see colorful pieces of paper and long streamers coming down. Rainbow Dash looked at the Were-Pony, covered in it.

"Uh… Pinkie pie…" asked Rainbow Dash, "What does C.S. stand for?"

"Confetti Streamer Launcher!" said Pinkie Pie.

Rainbow Dash gulped. "I should've known…" Before she knew it, the Were-Pony swung her arm, knocking Rainbow Dash down to the others, where she crashed into Applejack. With a howl, the Were-Pony flew off, disappearing into the forest. Other ponies were coming their way, wondering what was going on.

"Rainbow, you alright?" asked Applejack, moving Rainbow Dash off her.

"Yeah, I'm fine," she replied, then turning her head to Pinkie Pie. "Why didn't you tell me? The launcher was nothing more but confetti?"

"You never asked, Rainbow," smiled Pinkie Pie.

"Either way, the varmint is gone," said Applejack, looking at her friends, "Say, where's Fluttershy, Twi?"

Twilight didn't know how to tell it to them, but she took a deep breath before she spoke. "That… was Fluttershy…"

The four ponies looked at her, confused.

"Whatever do you mean, Twilight?" asked Rarity.

"Fluttershy IS the Were-Pony!"

The friends gasped at hearing Twilight's news as a howl filled the night air.