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Ponyvillians

by owlet57

Chapters

Chapter 1 - Shady Studies

If you stopped anypony in Ponyville, and asked them where Twilight Sparkle would be on a cloudy morning like this one, they'd give you one answer: the Ponyville Library.  Most times, they would be right, and today was no exception.  She was, in fact, in the library, studying.  However, today's study seemed a bit strange. She was reading from a book clad in black leather, bearing a golden dragon's eye on the cover, and the title, "Malicious Magics: Spells and Secrets of the Dark Arts". It was not the sort of thing anypony would expect Twilight Sparkle, student of Princess Celestia, to be studying.

After reading a mere ten pages of the book, she had come to the conclusion that nopony could ever want to use these spells against another pony.  But she continued to study, hoping to learn about each spell's potential effects on ponies.  She figured that if she learned about the spells, she could counter them with some of her own magic.  She just wasn't too sure about that yet.  After all, she had read about some pretty horrifying spells; Celestia herself probably couldn't counter some of them.  

As mid-day approached, Twilight gazed out her window, observing the ponies that roamed through town.  The clouds had started to clear, casting beams of sunlight through her window.  After taking a small bite out of an apple, she dove back into the book, blocking out the sunshine from her mind.  Only a hoof-full of pages remained, and she was going to finish them all.

=============

Spike entered the library, back from running all around Ponyville. Twilight looked up from her book as the small dragon walked into the library.

"Welcome back Spike!" Twilight said cheerfully.

"Hi Twilight!" Spike responded, "Still reading that book?"

"Yes, but I'm almost done!  Just a few more pages to go!" Twilight was very pleased with herself; having nearly finished a book of this length in a couple of days was no easy task. She had more notes on dark magic than anypony she knew, with the probable exception of her mentor Celestia, who undoubtably had so many notes that you could bury a pony in them. "Did you get all of your errands done?"

"Yep, all done! Except for-"

"Good." said Twilight, obviously distracted. "Thank you, Spike."

"You're welcome, Twilight." Spike turned his attention towards the book.  "You didn't try any of those horrible spells out, did you? You know I'm not exactly a big fan of you reading about this stuff." And with good reason. He had glanced at the book’s contents on a couple of occasions, and had seen some of the worst that this book had to offer.

"No Spike, I’m not that crazy.  I’ve told you before, I’m just trying to learn about this stuff so I can counter it with magic of my own.   And the only way I can do that is..."

        Spike sighed.

"Studying it." he said.

“Exactly.” Twilight quickly refocused on her book. “Now, remember, Spike, you can't tell anypony about what I'm studying.  If word somehow got to Celestia, I could be in big trouble."

        Spike looked kind of disheartened.

"All right..." He said.  Twilight approached the small dragon.

"Hey, something wrong?"

"Nothing.  I enjoy sharing this sort of thing though.  You're fun to hang out with, and when you learn something new or cool, I want to be able to share it." He paused.  "It's just kind of weird for me, that's all."

"Spike, this is the only time you'll have to do something like this; I promise.  It's for my safety, okay?"

"Okay." He said.  "I guess I can do it.  But just this once!" He said, enthusiasm and energy returning to his voice.

"Thank you Spike." Twilight said, turning back towards her desk, "You've done a lot of work this week, and I had you do a lot of errands today as well."

"You're welcome Twilight. It's no problem!" Spike said.  As he started to go up the stairs, he suddenly remembered his incomplete favor. "Oh, and Twilight,"

"Yes?"

"I have a little message for you, from Fluttershy." Twilight turned her head back towards Spike.

"Go on..."

"She wanted to ask you to go outside, and maybe visit her today.  She said that she hadn't seen you around in a few days, and was starting to get worried."

Twilight sighed.

        "She's right. I haven't exactly been outside a whole lot, now have I?"

"Nope." Spike chuckled,  "I think everyone's starting to get worried about you Twi. Including me."

"I'll make sure to go out and visit in a little while.  But right now, I've got another spell or two to read about." Twilight said.

"Twilight, you always get so wrapped up in your books." Spike said as he continued walking up the stairs.

"I know." Twilight said, "Oh, and I have something for you as well!"  Twilight's horn lit up as she used some magic to open her saddlebag and levitate a large gemstone towards Spike.  "There you go!"  At that moment, Twilight could have sworn she heard Spike's jaw hit the floor.  He stood there silently, staring at this delicious looking gemstone being held out just in front of him. After a few seconds of simply staring at it and drooling, he quickly grabbed it out of the air.

"Oh thank you Twilight! You're the best!" Spike shouted excitedly ran up the rest of the stairs, intending to relax after doing errands all over Ponyville. This gemstone was the icing on the cake.

"You're welcome!" Twilight half shouted.  A loud crunch was heard from upstairs, and Twilight smiled.  Turning tail to the stairs, she walked back to her desk, prepared to descend back into the strange world of the dark arts.

================

The sun was now shining across Equestria; the pegasus ponies had finally gone and cleared the skies.  Twilight had finished Malicious Magics, and took her stack of notes upstairs.  Swiftly sidestepping around a now sleeping Spike, she quietly opened a drawer.  She carefully stored her notes, bound by some string, and quietly closed the drawer again.  Smiling, and going back downstairs, approached her desk, stowing Malicious Magics in the shadows below it.  Finally, she felt truly ready to be outside again.  As she left the library, the sun's warmth and light shone down on her face.  It felt great to be out again.  Twilight was pleased with how the day had shaped up, and a bright pink pony was just pleased to see Twilight out of her library.

"Hi Twilight!" Pinkie Pie said excitedly.  Her big, bright smile seemed to light up the ground around her. "It's good to see you again!  Being cooped up in that library all day just can't be good for you!"

"Hi Pinkie.  How have things been going around Ponyville?" Not having been outside, Twilight was curious if anything interesting happened while she was studying.

"Oh, not too much.  Gummy escaped from me yesterday, but I managed to find him."

"Oh?  Where was he?"

"Biting a tree outside."  The two ponies shared a laugh at this. "Yeah, that was just weird!"

"I'll say!"  The ponies continued to laugh, not a care in the world.  Twilight wiped a tear of joy out of her eye as they started to calm down.

"Hey, we should have a party to celebrate you being out of the library for the first time in forever!" Pinkie shouted, getting more excited.

"That sounds like a lot of fun!  We'll need to talk everypony if we're going to make it happen though!" Twilight paused, pondering what to do. "How about this; I'll go talk to Fluttershy and Rainbow Dash about it, and you talk with Rarity and Applejack?" Pausing again, she thought of a brilliant idea to make the party even better.  "Maybe we could have..."

"A SLUMBER PARTY!" Pinkie shouted again.  Everypony within 100 meters stopped, and just stared at Pinkie.  "Sorry." She said.  It was enough to satisfy everyone else, and they all continued to go about their business.

"Yeah, that's what I was about to say." Twilight said, trying to calm the party pony down, "Where should we have it?"

"What about here, at the library?" Pinkie suggested.  Twilight thought it might have been a joke, but she was completely serious about this though, despite the fact that Twilight had just spent a couple of days solely within these walls.  However, she knew that the Ponyville Library was the only place big enough to conceivably hold all 6 friends for the night.  Twilight would just need to do some work to keep her studies hidden from everyone else.

"Sure, I don't see why not!" Twilight said.

"All right! It's a plan then!  I'm going to get stuff ready for the party tonight!  I'll see you in a few hours!"

"Bye Pinkie!"  The pink party pony half skipped and half bounced away from the library.  Twilight left in the opposite direction, going to visit Rainbow Dash and Fluttershy and tell them about this party.  Then, she needed to return to the library, and get ready herself.  And of course, hide her reading material.

===============

Meanwhile, in a house near the outskirts of Ponyville, a purple pony was working on some magic of her own.  She had been practicing her spells over the past few days, and had finally perfected them.  She could pull them off without fail because of the sheer dedication she had put into them over the past two weeks or so.  And now, she was ready for a live test, and she had a volunteer.  A volunteer with an orange coat and a purple mane.

===============

Twilight Sparkle finished making her rounds to her friends.  After talking with Rainbow Dash, and a small visit with Fluttershy, she was more than ready to see all of her friends again.   She wasn't sure if Pinkie had finished yet, but she was fairly certain that Pinkie would be done.  She knew that tonight, there would be a party among her friends, and that party would probably go on well into the night.  Twilight had a lot of cleaning to do.  She re-entered the library, knowing that Pinkie would be there soon with decorations.  Walking up the stairs, Twilight used some magic and opened the curtains, and approached Spike's bed.  Twilight gave him a small nudge, and said, "Wake up."  Spike's eyes slowly opened.  It took him a little time to adjust to the light levels of the library again, but soon enough, he was awake.

"Hey Twilight.  What time is it?" Spike questioned, wondering how long he had been left to sleep.

"About mid-afternoon." Twilight replied. She started to walk towards the stairs, "Spike, you need to get up now.  We're having a party here, and we need to get cleaned up."

"'We'?  Who's 'we'?"

"Me, Pinkie, Applejack, Rainbow Dash, Fluttershy, and Rarity."

"Rarity will be here?!?!" Spike shouted.  He jumped out of his bed, clearly excited about the party, "What needs to be done?!?!"

"I figured that would get you going.  The books need to be organized, the room needs to be dusted, and I need a better hiding place for my book.  I just can't let anypony see it."

"I'll organize and dust, and you look for that hiding place.  The library has to look really good if Rarity's going to be here!"

"Thank you Spike.  I really appreciate that."

"No problem!  Anything for Rar...I mean, you." Twilight allowed herself a little chuckle.  She knew Spike was crazy for Rarity, and telling him that she would be here acted as motivation for him.  Twilight went down the stairs, and grabbed the dusting cloth for Spike.  She placed it on a table near the bottom of the stairs, and went to go retrieve Malicious Magics from her other desk.  As approached her desk near the window where she peeked under the desk.  She didn't see the book at first, so she used her magic to shine some light under there.  Her eyes widened as she noticed a critical detail.  It was gone.

=================

Twilight's heart dropped into her stomach. "Spike!" Twilight shouted, now concerned with one thing only.  The missing book.  Somepony had gotten into the library and taken it while she wasn't there.  Spike came rushing down the stairs, shocked look on his face.

"What? What happened?!?!" Spike asked, mixed in a state between tiredness and shock.

"The book is missing!"

"Book?  What book?"

"Malicious Magics!  The one on dark arts!  Spike, who came in here?" Twilight was getting frantic now, mind racing for answers.

"I dunno, I was asleep." Twilight began pacing across the room.

"So, literally anypony could have walked into this library, taken the book, and walked out.  Anypony in all of Ponyville.  That certainly narrows my search down."  Now Twilight was frustrated.  How could she have forgotten to lock the library, especially with a book of that subject just lying around!

"I'm sorry Twilight!  I forgot about..."

"I know, otherwise this wouldn't have happened!"

"What wouldn't have happened?" Pinkie Pie asked as she entered the library.  She removed her saddlebags and approached Twilight.

"Oh! Hi Pinkie! Umm...nothing.  Nothing at all!" Twilight nervously replied. 'If Pinkie found out,' Twilight started thinking to herself, 'the news would be all over Ponyville within the hour.'

"Did you lose something?  I'm great at finding things!" Pinkie offered.

"I lost...a book of mine. A very important book."

"What book?" Twilight knew that she would have to tell Pinkie about her studies.  And that could end badly, if she didn't have one trick up her sleeve.

"If I tell you, you need to Pinkie Pie promise that you'll never tell anyone."

"Cross my heart and hope to fly, stick a cupcake in my eye."  Pinkie promised, swearing by her own name.  Twilight began to explain her studies of the dark magic arts over the past couple of days.  She told Pinkie about the book she had lost, Malicious Magics. "Oh, that book?  It was under your desk!  I came in here about 20 minutes ago, after I finished talking to Rarity and Fluttershy. You were already in here silly!  Don't you remember?"

"No, I don't."

"You don't?!?  Well, I came in, and you were under the desk grabbing the book!  You put it in your saddlebag, told me you were still busy, and ran off.  After that, I left, and now you're back here, done your errands, and ready to party!" Twilight definitely didn't remember any of this.

"Did anything look strange about me?" Twilight asked.  Her mind was already racing at this stage. Pinkie saw Twilight in the library 15 minutes before Twilight even got into the library?

"Well, your saddlebags were darker, but other than that, I saw nothing!" Pinkie smiled.  Twilight could tell that she was being completely honest.  This wasn't a pony she had just imagined.  This was a real pony, who had somehow impersonated her, and stolen her book.  That pony just walked out the door with dozens of dark spells, and as far as everyone else could tell, was Twilight Sparkle herself.

===============

Across Ponyville, a unicorn with a dark grey coat entered her home.  She wiped a little mud off her hooves at the entry, and entered the house.  With a stomp of her hooves, the lights came on, dispelling the darkness from every corner.  It all came to reveal a sparsely decorated room, with dark brown walls, and a hardwood floor.  Small bookshelves dotted the wall, and a picture of the unicorn as a filly was present over the door.  This was the home of Eclipse.  At first glance it seemed like the home of any normal pony in Ponyville, except for the lack of bright colors of course.  

Eclipse opened her saddlebags, and removed a single book.  Malicious Magics.  She had "found" it at the Ponyville library, and the unicorn had already begun studying.  While this particular copy of the book hadn't been given to her by her leader, she had the study material they had been using.  Eclipse had of course gotten this particular study material by illegitimate methods, but she had it nonetheless.  Her transformation spell had worked perfectly today, unlike most times, and even slipped by one of Twilight Sparkle's friends, Pinkie Pie.  Everything will be perfect from here on, Eclipse thought, and there's no way Twilight would ever find me again.  For now, I just want to study this book.  Eclipse opened the book to the first page, and began to read.  And unlike Twilight, she had every intent of trying each and every spell out.

===============

Everyone had now arrived at the Ponyville Library.  Streamers hung over the door, and balloons were hanging inside.  Pinkie had done a great job on the decorations, and the library certainly looked festive.  Rarity was giving makeovers to everypony who wanted one, which meant Applejack was not going anywhere near Rarity until that was over.  Rainbow Dash also stayed away from the makeovers, and was happily flying around outside the library.  Everyone else, even Fluttershy, allowed Rarity to make them over.   The mud certainly made everyone feel better, and after a quick rinse off, everypony felt rejuvenated.  Even after a makeover though, Twilight was already wanting to move on to a pillow fight.  She suggested the idea, and Rarity was the first to give feedback.

"But that will mess up my newly styled mane!" Rarity complained.  Her mane certainly did have more shine than usual after that makeover.

"No one said you have to join in if you don't want to.  Just call in Rainbow Dash for us all, won't ya?" Applejack said.  Rarity obliged, and called in Rainbow from her flight session.

"Finally!  Those makeovers took forever!  I thought you guys would sit there with mud on your faces all night!" Rainbow Dash said.  She flew through a nearby window, and landed on the main floor. "So, now what are we doing?"

"Pillow fight!" Applejack tossed a pillow at Rainbow Dash.  She dodged, and picked one up of her own.  Instead of tossing it at Applejack though, she tossed it at Twilight Sparkle.

"Ummm...girls..." Fluttershy started to say.  She ducked as a pillow soared past her head.  "Oh..." Fluttershy moved out of the way, as more pillows started to fly through the air.  Pillows hit the ponies left and right.  Fluttershy and Rarity both retreated to the safety of the upper floor of the library, as a battle raged on.  Books were knocked off shelves as the pillows impacted, and Applejack was bucking the pillows as if they were apple trees.  Everypony was having a blast, pillows and feathers flying everywhere.

=================

The pillow battle had finished, and Applejack was declared the champion.  Her bucking speed had gotten her more hits to the face than could be counted conceivably.  The ponies were all tired after that, and all agreed to go to bed.  Twilight pulled out some beds for three of the ponies.  Herself and two others would sleep upstairs.  They'd had a long night, and a good party.  But now, it was time for a rest.

=================

Eclipse had just finished reading the 30th page of Malicious Magics.  She had already learned the basics of some new spells, but had gotten the hang of none of them.  Her frustration was starting to get to her now.  She was at the point of screaming, when another pony knocked on her door.  Eclipse answered, and was greeted by the deep voice of a yellow stallion in a dark cloak.  "The meeting is in 5 minutes.  You need to hurry, Eclipse."  She nodded, and approached her book again.  She closed it, placing it in her saddlebags.  Back at the door, she put on her own near black cloak, and walked out the door into the cold night without speaking a word. Off to a meeting of the Shades.

Chapter 2 - A Letter at Dawn

Eclipse and the stallion did not speak as they walked down the street.  They were illuminated only by moonlight, and occasionally a light from one of the homes they passed.  Their faces, cutie marks, and anything else identifiable were covered by their hooded cloaks as they made their way to the Ponyville Schoolhouse.  It was the learning place of all, but now served a different purpose to Eclipse, Cher, and the few others in their group.  Eclipse spoke up for the first time as they got near the school. “Thanks for coming to pick me up again Palm Branch.”

"Not a problem.  You’d be late all the time if I didn’t do this.” His words carried both friendliness, and seriousness.  That was part of why Eclipse liked him so much.  She enjoyed their walks, even though they both never really said anything.  Palm just seemed to be there to comfort Eclipse when she needed it.  And he never seemed to be all that bad either.  “Thanks again, Palm."  They made a turn, and approached the door to the schoolhouse.   Palm went slightly ahead, and knocked on the door for them.  Eclipse made her way to the top of the hill just as the door was answered.  The pony inside opened the door slightly, and said,

"Password."

"None Hail Celestia and Luna, former rulers of Equestria." A brief pause.

"You may enter."  The door was opened in full, and Palm and Eclipse entered the dimly lit building.  At this time of night, the school was illuminated only by small candles in the hallway.  The ponies entered the main classroom, and were greeted by another cloaked figure at the teacher's desk.  Yet another pony, this one with a grey coat similar to Eclipse's, took his seat back at the front of the room.  Palm took his own seat at the front, as did Eclipse.

"I'm sorry to delay everypony, but the meeting will begin in four minutes now." The pony at the front of the classroom stated, "Or when our last member arrives.  Whichever comes first."  This spurred some quiet discussion between Palm and the grey pony.  The minutes ticked by, and just when they were about to start, the final member walked in. She wore her traditional attire, the one outfit she never seemed to change.  One with a hat and cloak of stars.

Trixie had finally made her way to the meeting, her first one in ages.  She rarely came to them, if at all, and when she did, there was always some kind of argument between Palm and her.  "The Great and Powerful Trixie has arrived.  We can now begin this meeting!"

"Thank you very much Trixie.  Can you quietly take a seat?" Palm Branch asked.  She reluctantly obliged, and took a seat in the second row.

"Thank you to all, and special thanks to you Trixie." The purple pony at the teacher's desk said,  "You actually made it to the meeting!  I'm very proud of you."

"Really, it was no problem at all!  Remember, I have defeated an Ursa Major!  Surely I can make it to a meeting or two!" Trixie certainly had her usual confidence.  Her ego seemed to have received a huge boost.

"Except for the fact that she actually didn't." Palm whispered to Eclipse.  They giggled, and turned their focus back on the front of the classroom.

"As you all are aware," The purple pony started, "our takeover plan is progressing rapidly.  I should hope that your preparations being completed accordingly." Everyone in the room nodded.  They had progressed, and Eclipse had gotten her hands on the study materials they had been using.  She was progressing more than anyone else had expected, and no one had found out.  At least not yet.  "We have another month before we take this plan into action.  I presume you all remember the details?" More nods. "Good.  As for the topic of this meeting, Princess Celestia is rumored to be coming to Ponyville within a few days, possibly this week."  Trixie spoke up,

"Oh wonderful!  A chance to show my magic, and true power, to the Princess!"

"Maybe not Trixie.  Not after your last show in Ponyville.  Everyone hated you with that bragging of yours." Palm Branch interjected.

"Perhaps you are right.  I should tone down the boasting this time.  That might impress everyone." Trixie hated to admit it, but she had gotten out of control last time she was in Ponyville.  She knew she would have to regain some trust to be back in Ponyville again.  The purple pony spoke again.

"As I was about to say, we will need to keep away from the Princess.  No doubt she will detect some sort of evil magic rising off of us.  Or the remnants of any past spells we have cast."

"The Great and Powerful Trixie will follow your directions.  I will need a place to stay for the time being.  Anypony have a room I can use?  I don't have my trailer here this time." Eclipse had nothing at her house, but maybe she could conjure something up for Trixie.  She though about the idea for second, weighing the risk of her finding out about the book against leaving Trixie outside and alone.

"I can take her in." Said Eclipse.

"That settles it then. Eclipse will attend to Trixie this week, while we all stay out of the sights of Princess Celestia." The purple pony declared.  

"Thank you so much Eclipse! Though you really should feel honored to have The Great and Powerful Trixie as your guest."  Trixie boasted.

"Can you shut up already?  You're giving me a headache." Palm Branch said, clearly irritated by the insanity that was Trixie.

"On a secondary note, I would like to show you all a little something I've been working on.  Scootaloo!  Come here please!" The purple pony called.  Scootaloo rounded a corner into the room.

"Yes master, you called?" Something wasn't right about Scootaloo.  They all knew the filly from around town, and this wasn't like her.

"Good girl.  Now come over here."

"Yes master."   It became clear that the pony at the desk had used some sort of control spell on the filly, forcing Scootaloo to obey her every command.  Eclipse figured that the purple pony had told Scootaloo's parents that she was staying behind to do extra work with her today.  Regardless of how she had done it though, Eclipse was very concerned.

"What is this?" Eclipse said.

"Just a little magic I've been practicing.  I've gotten it to work on a filly, but I haven't tried a full grown pony yet.  I'll find a test subject soon enough." The purple pony paused, "And then we can try it all as part of our plan." Collective nods again.  The other ponies certainly didn't want to become test subjects at this stage.  Not if the purple pony could control them like that.

"How long will she be like that?"

"Until I snap her out of it.  She'll be home for that though, and she won't remember a single thing.  Speaking of which, I need to leave!  Her parents are probably getting worried after all!  So with that, I adjourn this meeting." The purple pony, proceeded to leave the room, followed closely by the others, and finally Scootaloo.  Everything had gone according to plan, and the purple pony had demonstrated her spell with ease.  "Let's get you home now, Scoot.  I've got homework to mark for tomorrow."  The purple pony grinned before locking the schoolhouse doors and walking to Scootaloo's.

===============

Eclipse, Palm Branch and Trixie were all heading towards the home of Eclipse.  Palm and Trixie were at each others throats, as usual, and Eclipse was on the sidelines, quietly walking home.  She hoped that Trixie wouldn't drive her crazy when they finally got to her home.  

"So, what makes you better than the great and powerful Trixie?" Trixie asked Palm Branch. "You don't have any magical powers, you're just an earth pony!"

"You think earth ponies can't have magic, is that it?" Palm asked.  "I'll have you know, many years ago, there were experiments done on some earth ponies.  Some terrible, others not so bad.  One of those experiments involved a group of about 10 ponies, who had been given magical powers by the experiments."

"And that's in the past!  Nothing to do with these times!  The Great and Powerful Trixie wins again!" Trixie near shouted.  She held herself back only because of the sleeping ponies in the town.

"I wasn't finished." Palm stated, now with irritation in his voice.  That was something Eclipse had rarely heard. "I am the descendants of one of those ponies, as is Master Cher.  And now, here I am helping this group out.  While my magic isn't very strong, it can be used to heal your injuries, and turn you invisible, among other things."

"Nothing like what I can do."  Trixie was right.  Palm's magic was on a small scale compared to the magic of a unicorn.  He could only think of one response to that statement.

"Just shut up, you egomaniac." Eclipse chuckled, and they all continued along the road, making one last turn before Eclipse's home.

"Well, we're here." Eclipse said, "Thank you, Palm, for walking me home."

"You're welcome.  Any time." He leaned in, whispering to Eclipse, "Just try and keep her," He tilted his head towards Trixie, "away from me."

"Alright, I'll walk in the middle next time."  Eclipse replied, smiling. Palm chuckled.  He said goodbye to the two ponies and walked to his home, further down the way.  Eclipse unlocked her door and went inside.  She had about 2 seconds to hide her study material from Trixie before she would notice.  Eclipse quickly cast an invisibility spell on Malicious Magics; ironically, it was a spell that she had picked up from that book.  That didn't matter though.  The book disappeared.  She had cast the spell just in time, but she wouldn't be able to hide it for long.  At least she had it hidden until Trixie looked away, when Eclipse could tuck it into her saddlebags.

"You certainly spruced up the place." Trixie said sarcastically. She had only been there once before, but she wasn't a fan of simplicity.  She had told Eclipse to add more to her house last time she was here, but Eclipse had obviously ignored her.  Both ponies removed their cloaks, placing them behind the door.

"Thanks.  I did nothing, just like you told me to." Eclipse said, with a slight grin and sarcastic tone.

"Do you have bedding for the Great and Powerful Trixie?"

"I don't have a spare bed. You should be able to create one in this room, especially because you're soooo great and powerful." Eclipse knew this would frustrate Trixie, but she also knew that Trixie would stay here anyway.  She needed to hide, especially if Celestia was coming to town, as did Trixie.  They would have to put aside their differences and live together for these next few days.

"Alright, fine!  I will!  You would be useless to the Great and Powerful..."

"Egomaniac?  Yeah, I know."  Trixie was now showing visible signs of anger.  She raged inside for a few seconds, before managing to collect herself and calm down.  She started to cast her creation spell, and after a few seconds a bed appeared.  A large, luxurious looking bed with thick blue blankets.

"There!  A bed fit for me!" Trixie jumped onto the bed, and Eclipse saw her opportunity.  She quickly grabbed her book off the desk.  Trixie landed on the bed, and Eclipse stuffed the book into her saddlebags.  Just as she closed the bags, Trixie turned around and said "Would you mind leaving the room?  I would like some privacy while I sleep."

"Okay, Trix.  I'll see you in the morning." Eclipse grabbed her saddlebags and went upstairs.  She entered her bedroom, placing her saddlebags down on the floor, and with one more motion, she got into her bed, quickly settling under the covers.  Her thoughts drifted towards magic, and she eventually started to read in her bed.  After about an hour, she had read herself to sleep.

===============

Dawn broke across Ponyville.  Fluttershy was already awake, out looking at the sunrise from a balcony.  Twilight Sparkle was also awake, but she wasn't watching the sunrise.  She had hardly slept a wink last night, as she was more concerned with her book.  She had no idea who had it, what they could do with it, or anything else about it for that matter.  But she did know one thing.  Someone was using it.  She could feel it, and that feeling made her uncomfortable.  She put it aside for now, and continued to work in the library.  Rainbow Dash started to stir, finally waking up a little.  Eyes adjusting to the light, she saw Twilight was already awake and looking out the window.  But she could tell that something was up with Twilight.

"Hey Twi, what's up?" Twilight turned around.  Rainbow Dash saw just how tired Twilight was.

"Oh, good morning Rainbow Dash!" Twilight replied, smiling nervously, struggling to keep her mind off the book. Dash stood up from her bed, and carefully stepped around the two other ponies on this floor, Applejack and Pinkie.

"Something wrong?  You look kinda funny."

"Oh, it's nothing.  I'm just a little tired."

"Didn't sleep well?

"Nope.  I'm probably going to have to have a nap at this rate."

"Twilight, it's more than that.  I can tell.  What's up?"  Twilight came to an internal conflict.  Should she tell Rainbow Dash, or just keep it away from her.  It didn't concern her after all.

"You don't need to worry about it.  I'll be fine."

"If you say so." Rainbow Dash turned around, towards her bed. "Hey, when's breakfast?"

"Once everyone's up." Twilight replied, "I'll get Spike to help me make something when that happens."

"Okay.  I think I'll go back to bed for now.  But if you need anything, let me know!  It'll be done in 10 seconds flat." Rainbow Dash stated.  She moved across the room to her bed and settled into it.  She closed her eyes, and drifted back to sleep.  Twilight sighed. If only I could do that right now... she thought.  Tiredness was beginning to overtake the poor pony, but her mind was still racing with the whole book incident and all.  Spike came down the stairs, bearing a scroll with a royal seal.

"It's from the Princess." Spike said, "Just came in now.  Kinda early for this sort of thing, if you ask me."  He placed the letter near Twilight, and went back upstairs, clearly tired, be it from the lateness of the night, or the amount of work he was doing.  He hopped back into his bed, and drifted off as well.  Twilight opened the scroll and began to read.

Dear Twilight Sparkle,

I finally have the chance to sit down and write to you.  It's been very busy here in Canterlot, and throughout Equestria as well.  I have put some time aside to visit Ponyville in a few days, and also would like to have a chance to sit down and talk with you for a bit.  We haven't been able to do that much since you moved into Ponyville.  I look forward to seeing you and hope that you continue to discover the magic of friendship.

Your Teacher,

Princess Celestia

The letter certainly came as a surprise, but it's contents even more so.  A visit from Celestia was a big deal around Ponyville, and often involved a lot of preparation.  Twilight knew this, but it sounded like the princess just wanted a low key visit, especially if she wanted to sit down and chat with Twilight.  Still, Twilight would have to let everypony know about the impending visit, and get preparations going for the visit, even if it was to be low key.

====================

Everypony at the library was awake.  Fluttershy was talking about the sunrise and her walk afterwards, and Spike was making breakfast.  After Fluttershy finished her story, Twilight spoke up about the letter.

"Thank you, everypony, for hanging out with me tonight.  I'm happy to be done with my studying for now!" Twilight was putting on a brave face.  She was tired, but afraid to show it.

"Aw shucks, sugarcube.  You don't have to thank us," Applejack said, "that's what friends do for each other."

"Yeah, especially awesome friends like us!" Rainbow Dash smiled.

"Now, I do have something to talk with you all about though." Twilight paused. "This morning, I received a letter from Princess Celestia.  She has said that she is coming to Ponyville in a few days."

"The Princess is coming?  Sounds like a reason to PARTY!"  Pinkie was already jumping off the floor in excitement.

"I would say so!  Any time the princess is here, there's always a party!" Rainbow Dash piped in. "Especially when Pinkie is around!"

"Should I start preparing the birds for a song?" Fluttershy asked.  She had done this on multiple occasions, including for the Summer Sun Celebration.

"I don't think we should worry too much about it.  Maybe some simple decorations,  some food, nothing too big.  Let's make it more of a low-key visit." Twilight suggested.  All of the other ponies seemed to agree.  "We have that to look forward to then!  We should also tell everyone in Ponyville about this."

"We sure as sugar wouldn't want anypony to miss out on this!" Applejack said.  "I'll go around town to tell everypony, but I'll need a helper if I'm going to cover all of Ponyville with the news."

"I'll help with that." Twilight said, "Rarity, what will you do?"

"I think that I will help Pinkie make some fabulous decorations!" Rarity's knack for design was always killer, so Twilight was happy to see her helping.

"Rainbow Dash, Fluttershy, what do you think you could do?" Twilight asked.

"I don't know yet!  I'm sure we'll find something to do." Rainbow Dash stated.

"Maybe I should work with the animals on something for the visit." Fluttershy said.

"Then it's settled.  We know what we're doing, so now let's do it!" Twilight enthusiastically said.  Tiredness started to take a hold of her again.  The ponies all left the library, save for Applejack and Twilight.

"So, how 'bout this.  We split Ponyville in two, and then go tell everyone in that half."

"That's what I was going to suggest.  It's the easiest way to do it!" She hid her tiredness very well.  Not even Applejack noticed it now.

"So, I'll take the south side, and you take north,  We'll meet up at Sugarcube Corner after we're done." Applejack smiled, and Twilight smiled back.

"Done.  I'll see you at Sugarcube Corner!"  Applejack left, and Twilight felt just about ready to fall flat on the floor.  Staying awake all night had made her feel like a total train wreck.  She had a task to do though, and that came first.

==================

Twilight had made her way to the outskirts of town and had already started knocking on doors, telling everypony about Celestia's planned visit.  Just a few doors down from Twilight, Eclipse had just woken up.  Trixie had already been up for a while, brushing her mane.  Eclipse trotted down the stairs and went towards her kitchen.

"Morning." She said, passing Trixie by.  Trixie ignored Eclipse, continuing to look in the mirror.  "Nice to see you too." Eclipse muttered under her breath. She continued on to the kitchen.  Debating what she should have for breakfast, she defaulted to her normal breakfast. Toast and apple jam, the latter being fresh from Sweet Apple Acres.  She began cooking her toast and got the jam off a shelf in the kitchen.

Ding Dong!

The doorbell rang.  Normally, Eclipse wouldn't get the door, especially when under orders from Cher to lay low.

Ding Dong!

It rang again, followed by knocking on the door.  Eclipse caved, and went to answer the door, only to be instantly greeted by Twilight Sparkle, the pony she had stolen her book from.

"Good morning!  I was just dropping by to let you know that Princess Celestia will be in Ponyville a few days from now." Twilight said, smiling the entire time, "There is going to be a celebration in Ponyville town square, and Pinkie Pie is working on games and party stuff.  It's going to be a lot of fun!"

"A few days from now?  Goodness," Eclipse started, "I don't think I can make it."

"Why not?"

"I've got plans already for that day." Eclipse lied.  She had gotten especially good at it in the past little while, what with being involved with The Shades and all.  She had to be a good liar to keep all that a secret.  "Me and some friends were going to go study in the Everfree Forest with that zebra, Zecora.  She was going to teach us about some of the plant life in Everfree."

"Sounds interesting!" Twilight paused. "It sounds like a lot of fun, I wish I could join you.  Zecora knows a lot about the Everfree, so she will teach you very well."

"I think it will prove very interesting indeed." Eclipse said. Twilight nodded in agreeance.  She loved studying, and it was clear to her that Eclipse also did.

"I don't think we've met before.  I'm Twilight Sparkle."

"And I'm Starry Night." Eclipse said, lying again,  "Pleased to meet you." Yet another lie.  Eclipse was irritated with this pony’s visit, even if it was well intentioned.  She was under orders to lay low, and that didn't involve talking with any ponies outside of The Shades.

"Same.  Well, if you have plans, Starry, I really shouldn't stay around for long.  I have a lot of homes to get around to!"

"Thank you Twilight.  See you around!" Twilight turned towards the next house and walked away.  Eclipse shut the door quietly, and Trixie turned towards her, looking away from the mirror for the first time since waking up.

"Did she say she was Twilight Sparkle?" Trixie asked, with a confused look on her face.

"Yeah, why?"

"She's the most powerful pony in Ponyville, that's why!" Trixie shouted.  Outside, Twilight turned towards Eclipse's house again, after hearing the shouting.  She quickly disregarded it though, turning her mind back on to the task at hand. "She defeated an Ursa Minor with her magic, and has probably mastered more than that by now! She might still be able to beat me in a magical battle, no matter what I try!"

"Trixie, could you possibly be any louder?  She's right next door, you know."

"Good point.  I don't want to blow my cover.  You on the other hand, are expendable."

"Expendable?!?! " Eclipse shouted, "How about I expend you into the streets?!  I don't have to let you stay, especially if you are going to continue to be so rude!"

"Well, you have no magic that we can use, so you are expendable in the end."

"Do me a favor, and shut up!" Eclipse's horn began to glow, and Trixie was transformed into a small cat. "Now stay here, okay?"  Using more magic, Eclipse created a cage around Trixie.  This forced Trixie to shut up, and kept her from doing anything, let alone moving.  She approached the cage, bending down to have a look inside.  "I'll turn you back when you promise to be nice. Or after two days.  Whichever comes first."  Trixie angrily swiped her paw at Eclipse, but to no avail.  "And something tells me that the two days will come first."

Chapter 3 - Unfinished Decorations

Applejack waited at Sugarcube Corner, having completed her rounds.  Everyone in the southern areas of Ponyville now knew of the visit, and preparations were already under way, even if it was to be a smaller visit.  Now, she was just waiting for Twilight, who she had sent off to the north end of Ponyville.

"Come on now Twilight," Applejack said to herself, "What's taking you so long?" Seconds after saying that, Twilight entered the building.  Closing the door, she turned and noticed Applejack. She turned towards her and walked to the table she sat at.

"Hey, Applejack.  Did you finish telling the south side of Ponyville about the visit?"

"About 10 minutes ago.  What took you so long, sugarcube?"

"Well," Twilight started, "I stopped for a break at one stage.  Talking to that many ponies can be a little exhausting.  That, and I wanted to think about something."

"About what, Twi?"

"During my rounds, I stopped at the home of a pony called Starry Night.  I'd never seen this pony before in Ponyville, so I made sure to introduce myself." Twilight recalled, "She told me she already had plans for the day of the celebration, and I left.  She didn't seem all that happy with my visit anyway."  It was obvious to Applejack that something about this was irritating her, and she tried to comfort Twilight.

"That sounds normal, Twilight.  It's early in the mornin', after all!  You're just lettin' things get into your head a little much, if ya ask me."

"I wasn't done.  After I left, I heard yelling in that house.  One of the voices was Starry, and one sounded like it was Trixie.  I thought I could hear Trixie talking about me."

"I think you're just goin' crazy from all those books.  Trixie wouldn't come back here, not in a million years!  Especially after that lesson you taught her last time!"

"Yeah, you're probably right.  Thanks, Applejack."

"Ain't a problem, friend.  Now come on, let's get something to eat.  I'm starved."

Cherilee had just wrapped up her lesson at the schoolhouse, and the parents of the energetic fillies and colts were picking up their children after a long day at school.  She stepped outside of the classroom, Sweetie Belle at her side.  Cherilee had asked her to stay behind for a little bit.  Rarity approached the school and saw Sweetie standing silently beside her teacher.  “Miss Rarity, may I have a word with you, please?”

“Of course, Miss Cherilee. I presume it’s about Sweetie Belle?”

“Yes indeed.  Step into my classroom for a little.”  Rarity entered the schoolhouse, gently closing the door behind her.  Cherilee muttered something under her breath, and the door locked behind the three ponies.  She approached her desk, and opened a black book that sat atop various papers the were scattered on the surface. As Rarity and Sweetie Belle sat at the other side of the desk, Cherilee muttered more words under her breath.  Without warning, every last candle in the room was extinguished, and the curtains closed.

“Miss Cherilee? What exactly is going on here?” Rarity asked, clearly confused by the darkness of the room.  Instead of answering, Cherilee looked down at her book, more words of an ancient tongue flowing from her mouth.  Rarity could hear them a little more clearly, but they were in no language that she knew even existed.  Cherilee looked up from her book, eyes glowing red.  “Oh my goodness!” Rarity exclaimed.  Cherilee’s eyes now glowed brighter, becoming the only source of light in the room. Everypony in the room was frozen in place.  Now, only one thing mattered to Cherilee. That her spell was a success.

        Twilight Sparkle and Applejack left Sugarcube Corner, bellies full with some sweets.  They both departed for their homes to begin their own preparations for Celestia’s upcoming visit.  Meanwhile, in the clouds, Rainbow Dash was relaxing a little.  The pegasus ponies had scheduled a lightly cloudy day. Rainbow had decided to sit on the clouds and just have some time to herself.  She hadn’t figured out anything to do yet in preparation for the visit by the Princess.  After a few more minutes, she decided to go visit Fluttershy and see if she had thought of anything the two of them could do to help.  If the Princess was visiting, it was a big deal around Ponyville.  Rainbow got up from her fluffy cloud chair and began flapping her wings.  She took off, making a quick adjustment towards the home of the shy pony.  It only took her a few seconds to reach Fluttershy’s home.  Or anywhere in Ponyville for that matter.  Rainbow Dash gently knocked on the door.  An even gentler voice was heard on the other side of the door.

        “Come in.”  Rainbow Dash obliged, entering the timid pegasus' home.  Some small animals scurried about Fluttershy’s house, each making their way into their homes within a home. “Oh, hello, Rainbow Dash.  What are you doing here?”

        “I dropped by to see if you had thought of anything we could do for the Princess' visit.  You think of anything?”

        “Not really.” She said in her usual, soft tone of voice. “I was thinking about flying up to Cloudsdale in a while and ask them to schedule a sunny day, but I don’t know many of the ponies on the weather team, so I was going to ask you…”

        “If I could go for you?  Of course, Fluttershy!” Rainbow Dash said excitedly, “I’d love to go for you.”

        “Thank you, Rainbow.  It’s going to help me keep focused on all the animals.  They seem to need a lot of attention lately.”

        “No problem, Fluttershy!  Any time!”  With that, the cyan pegasus left the home, and took off in the direction of Cloudsdale.

        Pinkie Pie was working on decorations at Rarity’s Carousel Boutique.  Rarity herself had left a while ago to pick up Sweetie Belle from her class.  It was taking quite a bit longer than a normal pickup.  Pinkie assumed that it was just because Rarity had gotten distracted with talking to one of the other ponies, and continued with her work.  Rarity had left behind several designs for Pinkie, ensuring they were suitable for a Pinkie Pie party.  After another few minutes, Pinkie started to get concerned.  It really shouldn’t take Rarity this long, especially not when her little sister was with her.  Pinkie left the boutique, and started walking.  Not paying attention to anything, she bumped into Twilight Sparkle.

        “Oh, hi, Twilight!  Sorry about that!”

        “It’s okay, Pinkie.  Are the decorations finished?”

        “Nope! Rarity hasn’t come back from the school yet, so I’m going to go look for her!” Pinkie said with her usual enthusiasm.  “You haven’t seen her, have you Twilight?”

        “Not lately.  The last time I saw her, everyone was leaving my house.”

        “Alright, well I’m going to start the hunt for her!  Thanks, Twi!”

        “No problem, Pinkie.” Twilight said. The pink maned pony skipped off, going towards Sweet Apple Acres, to see if Applejack had seen Rarity. “Crazy Pinkie…” Twilight muttered under her breath,  as she walked into the boutique to have a look at the decorations.

        Eclipse returned to her home after running a small errand.  She opened her letterbox, collecting a single letter from a local company.  She opened the door, tossing her unopened mail into the trash beside the door.  After removing her saddlebags, she approached the small cage containing Trixie.  Eclipse knelt in front of the cage, looking Trixie directly in the eyes.

“Hello again, Great and Meowerful Trixie.  Have you behaved?”  The blue cat quickly nodded.  It was about all she could do at this stage, save for meowing and growling.  “That’s a good girl.  Do you promise to shut up now?” Another nod from the cat.  “Alright, but if I turn you back into a pony, that first words I want to hear you say are ‘I’m sorry’.  Are we clear?” Yet another nod, and a meow for good measure.  Eclipse’s horn began to glow again, and the cage surrounding Trixie was removed.  Seconds later, a bright flash was given off from the horn, and Trixie was a pony again. The glow from Eclipse's horn died down.

        “I’m free!” Trixie joyfully shouted.

        “Sorry, wrong words.” Eclipse’s horn started to glow again.

        “Wait, wait!" Trixie paused, and the glow on Eclipse's horn died down. "I’m sorry!”

        “Sorry for what?”

        “Saying you were expendable.  I didn’t mean it.” Trixie smiled at Eclipse. Eclipse’s face remained unchanged.

        “Darn right you are,” She walked away from Trixie, turning to go upstairs to her bedroom.  "You crazy unicorn."  Eclipse walked into her room, softly closing the door behind her.  She had a chance to relax, not to mention study.

Rainbow Dash left the weather factory with a smile.  She had gotten the Pegasus ponies to change the schedule for the day of the visit, from their scheduled storm to a bright sunny day, with rain now scheduled the day before.  Everything had gone better than expected for Dash, and she flew towards Ponyville again, excited to tell her friends the good news.  Halfway there, a shout came from below.

"Rainbow Dash!" The voice cried out.  Dash knew that voice anywhere.  It was the voice of Pinkie Pie.  Rainbow Dash stopped in her tracks, and turned around, descending towards Pinkie Pie.  Pinkie seemed to be very distressed about something.

"Hey, Pinkie, what's going on?"

"Have you seen Rarity anywhere?" The party pony asked.

"Can't say I have, Pinkie.  Sorry."

"Oh, this can't be good!"  Pinkie was definitely worried.

"Where was she last, anyway?"

"She was working with me, at her boutique.  We were working on the decorations for the Princess's visit."  Pinkie paused, catching her breath.  "She left to get Sweetie Belle from the school, but that was almost two hours ago!"

"She's probably just out talking with somepony."

"I looked everywhere in Ponyville, but no Rarity!"

"Did you look at the schoolhouse?"

"Of course I...did...I..."

"Forgot to look where she told you she was going?"

"Yes." Pinkie looked a little disheartened.

"Cheer up Pinkie Pie, everypony forgets once in a while." Pinkie's smile came back.

"Well, I'd better go over there and have a look!  Thanks Rainbow Dash!" Pinkie ran off excitedly.

"Oh, Pinkie Pie."

Pinkie Pie ran towards the schoolhouse.  She was running so fast that she almost passed by Rarity and Sweetie Belle, who were walking along the side of the road.  Luckily enough, she stopped in time to talk to them.

"Hi, Rarity!"

"Hello.  How are you doing?" Something seemed odd about both Rarity and Sweetie Belle.

"I'm good.  What took you so long?"

"So long to do what?"  Something was definitely wrong with Rarity.  She forgot what she was doing?  That seemed more than a little odd.  

"Rarity, are you okay?"

"Just fine and dandy.  Let's get back to what we were doing in the first place!"

"Sounds good!  There's no way I was going to be able to make the decorations myself!"

"Decorations?  Oh, yes, the decorations!  You'll need my help to make sure they're all fabulous!" Rarity kept walking down the road.  Pinkie Pie was very suspicious of Rarity.  She had a quick look at Rarity's eyes, and noticed that they were slightly red.  She thought nothing of it, and happily hopped alongside Rarity.

"And how are you doing, Sweetie Belle?" Pinkie asked.  The filly ignored the question, and kept walking.  "Hey, I'm talking to you, Sweetie Belle!  How are you?" The unicorn filly continued to ignore her.  It confirmed Pinkie's suspicions. Something was definitely wrong with the two ponies.  She just couldn't put her hoof on it.

Back at the schoolhouse, Cherilee seemed to be resting.  Head down towards her books, eyes closed, smile on her face.  She was hardly resting though, brain running at full speed.  The spell was a huge success.  Cherilee was now controlling Rarity in her entirety.  It was an almost perfect test run, except it was almost compromised.  Mind racing as Pinkie Pie shouted at Sweetie Belle, who was also under the effect of the spell, but to a lesser extent.  Cherilee could speak and think for Rarity, as well as control her actions, and see what she saw.  Sweetie Belle, on the other hand, could only have her actions partially controlled.  She could only look through the eyes, or speak through, one pony at a time.   It was the one drawback of the spell which irritated her to no end.  Pinkie shouted again, and Cherilee went into panic mode.  She had to make a choice; continue to ignore Pinkie or ditch the spell, dumping both ponies back into full control of themselves.  They would have no memories of the spell, nor of the 5 minutes prior to its casting.

It was a risk, but she took it anyway.  She pulled the plug on the spell, severing her connection to the two ponies, and placing them back into reality.  She had failed to an extent, but had succeeded as well.  But now, there was no time to reflect.  Knowing Rarity was friends with Twilight Sparkle, she gave them 20 minutes before they came banging on the school door, demanding answers.  She quickly stuffed her books and loose papers into her saddlebags.  She quickly exited the school, locking the doors behind her.  She couldn't flee down the road she had sent Rarity down, which was the only road which went towards Ponyville.  She would need to go the opposite direction, towards the Everfree Forest.  As much as Cherilee hated it, that was part of dealing with her spell gone wrong.  She fled towards the Everfree Forest, running as fast as her legs would allow.  She had a small cellar near Zecora's home that she could stay in.  She had always had it, just in case.  And now, it was finally going to see some use.

"And that's the last thing you remember? Walking out your door to go pick up Sweetie Belle?" Twilight Sparkle asked Rarity.  They, along with Pinkie and Sweetie Belle were all in the library.  Pinkie had been walking back to Ponyville with Rarity and Sweetie, when they both simultaneously collapsed.  They both got back up, very confused as to what was going on.  They seemed to have no memory of how they had gotten there, or what had been happening.  Pinkie brought them to Twilight in the library, to see if she could figure out what went wrong.

"That's the last thing I remember.  I'm sorry, Twilight."

"No need to be sorry, Rarity." Twilight comforted Rarity. "How about you Sweetie Belle?  What's the last thing you remember before being on the path?"

"I was sitting in class, listening to the final part of Miss Cherilee's lesson.  I can't remember anything else past that." Twilight paced across the room, deep in thought.

'None of this makes sense,' she thought, 'especially the waking up in the middle of the path.  It's almost as if...'

"I think you might have had a spell cast on you at the school house." Twilight suggested.

"How certain of this are you?" Rarity asked.

"Fairly.  I..." Twilight had read about a spell like this in Malicious Magics.  Had this pony been practicing the dark arts?  She withheld mentioning this to Rarity. "I think this makes the most sense."

"Well, in that case, we should get over to the school!  Somepony will have a lot of  explaining to do if you're right Twilight." And indeed they would.  Twilight would be asking a lot of questions if she figured out what was going on.

The pounding on the door would have been impossible for anypony to miss, unless they were deaf.  After trying to knock on the door for 5 minutes, Twilight gave up.  There was nopony left in the schoolhouse.  Twilight turned to Sweetie Belle.

"Do you have any unicorns in your class?"

"Other than me? I don't think so."

"Did you accidentally cast this spell on both you and your sister?"

"No.  I don't ever use magic anyway.  I haven't looked into it enough to know anything about it."  This was confusing Twilight to no end.  Who could have cast the spell?  Why?  So many unanswered questions, so little time.

Two days passed, and it was finally time for Princess Celestia's visit.  Twilight Sparkle was running through town already, ensuring that preparations were complete.  Every storefront was decorated, every home had some balloons, and streamers hung between lamp posts.  So much for a low key visit.

'Pinkie and Rarity have really outdone themselves this time.' Twilight thought.  She smiled, and looked up at the sky.  Clear as anything.  The rainstorm that hit yesterday left the flowers looking refreshed, rivers filled, and even the grass looked greener.  The pegasus ponies had really outdone themselves this time around.  Twilight made a final round through town, still running as fast as she could.  She wanted this visit to be perfect, considering the last time that Celestia came to town, it was nearly destroyed by Parasprites.  After triple and quadruple checking that everything was ready, Twilight finally slowed down.  She was running out of breath from the sprints through town.  Panting and exhausted, she made her way back to the library.  She had a few hours before the Princess arrived.  Enough time for a nap.  She entered the library, where Spike was organizing books.

“Spike,” Twilight said, “Wake me up in two hours.  I’m going to have a nap.”

“Okay.  Everything ready in town?”

“It’s all perfect.”

“That’s good.  No parasprites?” Spike asked.

“Not that I’ve seen.” Both Twilight and Spike chuckled at the memories of one of Celestia's more recent visits.

“Have a good rest, Twilight.” Spike said.

“Thank you, Spike.”

Cherilee had remained in her cellar for the past couple of days.  Her cellar, while small, contained two small shelves, enough to store some books and food, as well as a bed.  It was illuminated by three candles and stone walls separated her from the dirt.  The walls had some small cracks in them, starting to age.  It was big enough to allow Cherilee some room to move, while remaining comfortably hidden.  So far, she had only come out once, in the middle of the night, to post on her door that classes were cancelled until further notice.  She had been eating food she had stockpiled and drinking from a nearby lake in the Everfree.  She missed her students dearly, but couldn’t risk being found out.  Right now, Cherilee was reading from Malicious Magics, the Shades current study material.  Suddenly, her studies were interrupted by

Knock knock knock.

Someone was knocking at the door to her cellar.  As she approached the door, a voice came from the other side.

“Cherilee.  It’s me, Eclipse. I have a letter for you.” Cherilee opened the door and was instantly greeted by Eclipse’s sunset orange eyes.   Eclipse had a scroll in her mouth.  She placed it down in front of Cherilee.  “Enjoy.” Eclipse turned tail and walked away, back towards Ponyville.  Cherilee closed her cellar door again, remaining as quiet as possible.  Approaching her desk, she untied the string on the scroll.  At her desk, she sat the scroll down, and used her magic to clear everything off her desk, putting it all back into it’s proper place.  She opened the scroll, only to have it roll back up when she let go.

‘Silly me, I should be used to that by now.’ Cheriliee thought.  Using her magic again, her mane and tail extended, moving across the room, and grabbing two pins.  Opening the scroll again, the pins were inserted into the top and bottom of the scroll.  She began to read.

Cherilee,

You were right.  Celestia is coming for a visit, and she’ll be here today.  I wasn’t sure if the news had reached you, so I decided to write you this and deliver it to you.  Are any changes to the plan being made because of this visit? Or do we continue to hide and wait?

Either way, we have more pressing matters to discuss.  I have stolen a copy of Malicious Magics, the book which you have been studying from, from the Ponyville Library.  As a result, I have learned much of the magic that you ponies have been learning.  I would like to put these to use in the master plan to take over Equestria.  Is my position up for negotiation?

Anyway, just thought you should know.  I kept it a secret for far too long.

Yours in service,

Eclipse

Cherilee was furious.  Eclipse had not only started to study dark magic against her orders, but she had stolen the book!  Eclipse was going to have to pay for this.  Cherilee burst through her cellar door and began running in the direction Eclipse had left.

Twilight awoke to a gentle nudge from Spike.  Right on cue.  She had finally managed to get some well need rest, but now didn’t want to leave her warm bed, let alone open her eyes.  Another nudge from Spike.

“Wake up, Twilight.  It’s been two hours. I’m waking you up, like you asked.” Twilight opened her eyes slowly.  It had indeed been 2 hours, just like she had asked.  Celestia would be here soon and everypony would be in the town square.  She made eye contact with Spike.

“Thank you, Spike.  I’ll be up in just a moment.  If I’m not downstairs in 5 minutes, come back up and get me.”

“Will do!”  Spike walked back downstairs, humming a joyous tune.  Twilight slowly got out of bed, and walked towards her mirror.  She brushed her mane, making it look as good as she could for Celestia.  After a quick few brushes, she went down the stairs.  Her tiredness was visible in her eyes, not to mention her movements.  Given a few more minutes, she would be at full capacity though.  Spike was still working on reorganizing books.  So many had been taken off the shelves by other ponies, who then put them on a cart when they did not wish to check them out.  Spike was almost done this cart, which Twilight had let sit over the past few days as she studied.  After another quick glance in the mirror, and a look at the time, Twilight spoke.

“Spike, I’m going to the square now.  Do you want to come as well?”  Spike looked over at Twilight, stack of books in his hands.

“I’m busy organizing all these books.”

“Take a break, Spike.  You deserve it.”

“If you say so!”  Spike put down his stack of books.  He then hopped on Twilight’s back, and she walked out the door.  Twilight took care to lock the door.  Now, it was off to the town square to see Celestia.  Twilight was excited.  She hadn’t seen her teacher in a long time, and was looking forward to the opportunity to talk with her.  She hadn’t had any chances like that since she left Canterlot.  Just a relaxed chat, over lunch.  Just the two of them.  It would be perfect.  Twilight had plans to take her to the Daisy, her favorite restaurant in Ponyville.  Spike was looking forward to seeing Rarity at the square.  He still obsessed over her, even if she continually ignored him.  Such was the way of a love blinded dragon.

Eclipse was halfway through the Everfree Forest when she heard trotting behind her.  It was Cherilee, and she didn’t look happy.  Eclipse started to run as well.  

‘She must be mad at me for stealing the book.’ Eclipse thought, ‘Or maybe she’s mad that I even found it.’ Either way, she was not sticking around to find out what had made her mad.  Eclipse picked up pace, but Cherilee kept advancing, getting closer and closer.  “Shoot.” she said under her breath, running faster and faster.  She would need to out maneuver her opponent.  She made a quick stop, and Cherilee did as well.  The ponies stood mere meters across from each other, both panting. “So now what?!” Eclipse shouted at Cherilee, “What are you mad about?!”

“You STOLE the book, and practiced the magic within it, against my orders?!”

“I got curious, alright? Calm down!”

“It’s too late for that now.”

Chapter 4 - Fight in the Forest

Cherilee muttered words of an ancient evil below her breath.  The ground below Eclipse began to tremble, shaking more and more violently until cracks formed.  Eclipse jumped to the side as tentacles of shadow burst forth from the ground, grabbing at air before returning to the ground, filling in the cracks.  It became obvious to Eclipse that Cherilee was very, very mad.  And she had no intent of stopping until one of them was dead.  More words beneath Cherilee’s breath, and a quick look down from her.  When she raised her head, her eyes were completely white, and her mane had changed color deep red color.  There was no avoiding it now.  This wasn’t going to end well for one of them.

Now, Eclipse needed to make her move, before an enraged Cherilee could do anything.  Horn glowing, Eclipse cast a spell of her own.  On the tip of her horn, a fireball began to form.  Mere meters away, Cherilee already had begun working on her next spell.  As an earth pony, she had to mutter an incantation for each spell to work.  Fortunately for her, she was capable of talking at an alarming pace.  Eclipse’s fireball had become as large as her, and she fired it towards Cherilee.  Cherilee jumped to the side, dodging the fireball.  It landed in the ground behind her, producing a sizable explosion.  It detonated a large section of the path, and a small spark landed on some leaves off to the side of the now non-existent path.

Cherilee finished her incantation, causing total darkness to fall upon the Everfree.  She used a teleportation spell, landing her behind Eclipse.  This would be it.  Another spell, this one for a lightning bolt, summoned from the clouds.  Light returned to the forest in an instant, just as quickly as it had gone away.  But it was not because of Cherilee.  Eclipse had dispelled the darkness using a spell of her own.  Cherilee’s spell had failed for some reason.  She looked up.  Not a cloud in the sky.  No wonder it didn’t work. Eclipse turned towards Cherilee, and her horn began glowing again.  A beam of pure energy was cast forth.  This spell surprised even Cherilee, who didn’t have enough time to dodge it entirely.  It hit her flank, searing her Cutie Mark clear off.  Trickles of blood began to flow from the burn.  Eclipse could see the pain in Cherilee’s eyes.

A flow of ancient words spewed from Cherilee’s mouth.  An explosive wave of energy emanated from the teacher pony.  Eclipse was flung several meters through the air, impacting a tree with significant force.  Eclipse slid down the tree, her back in severe pain.  She scraped herself off the ground as Cherilee finished casting another spell.  Several daggers were flying towards Eclipse’s face.  Thinking quickly, she cast a shielding spell she learned from Malicious Magics.  A green bubble formed around her, deflecting the daggers, then disappearing.  Another bolt of energy burst from Eclipse, barely missing Cherilee.

“Can we stop this nonsense?” Eclipse asked.  Cherilee cast another dagger throwing spell in response, this time creating a plethora of cuts across Eclipse’s body.  Blood dripped from her wounds, a few drops impacting the ground.  "I'll take that as a no."  Another spell from Cherilee, this one tearing through the ground in a line, destroying parts of the path.  Both ponies were becoming exhausted at this stage.  Magic, especially of this caliber would wear out anypony in a hurry.  Eclipse still had some fight left in her though.  Bloodied and tired, her horn began to glow again.  This was Eclipse's chance to use some of the most powerful magic she had.  The air began to move around Cherilee.  It started to pick dirt up off the ground, and spin it around her.  The winds grew more and more intense, and Eclipse's horn glowed brighter and brighter.  Cherilee started to be picked up off the ground, dust encircling her, blinding her to the outside.  She let out a scream as the tornado of dust carried the teacher pony towards Eclipse.  Eclipse remained stationary as it grew closer, mane waving furiously in the wind.  Eclipse stopped the spell.

The winds died down within seconds, dropping Cherilee to the ground.  She hit it with an alarming force.  For a few moments, Cherilee appeared to be knocked out. Her mane had returned to it's normal color.  Her eye's opened again, also back to normal.  The first thing she saw was Eclipse, standing over her.

"Well, isn't this interesting.  Somehow, a unicorn who knew how to use powerful magic has beaten an earth pony." Eclipse said, sarcastic tone present in voice, "Wonder how that works."

"Alright, you got me.  Now what?  You need me for the plan to work."

"You know what, I don't think I do.  I have a copy of the book, and your cellar with your notes is back there."  Cherilee hated to admit it, but she was right.  Eclipse had bested her.  Cherilee tried a last ditch effort to keep Eclipse, casting a final dagger spell, aimed towards her head.  It made an impact, slicing across the left side of her face.  The cut was fairly deep, but not enough to stop Eclipse.  Blood dripping down her face, her horn began to glow again.  This time, the glow was red, tinged with black.  Eclipse cast a dagger spell of her own, with a slight modification.  A blade appeared above Cherilee, significantly longer than a dagger.  Cherilee looked back at Eclipse.

"See you in Hell." She said, accepting of her fate.  Cherilee kept her eyes open, but hung her head low. Eclipse used her magic to plunge the blade into Cherilee.  A burst of blood came forth.  Cherilee screamed in pain for a few seconds, and then there was silence.  The sound of forgiveness.  Cherilee's eyes became lifeless as death crept over her.  Eclipse stood in disbelief as blood pooled around the lifeless body.  She couldn't believe she had done it.  She had killed another pony.  Not only that, but her leader, and the teacher of all in Ponyville.  Eclipse remembered being in Cherliee's class as a filly.  She sat at the back of the classroom, always in her own fantasy world.  When Eclipse showed some potential for magic, Cherilee had approached her about it, and offered to teach her more advanced magic, which eventually lead to her presence in the Shades.  After reading Malicious Magics, Eclipse could see that Cherilee was trying to hold her back, only teaching her basic spells.  She had to teach herself the more powerful spells.

Eclipse was still in shock, blood dripping down her face.  She felt something begin to touch her hoof.  Looking down, the pool of Cherilee's blood had reached her, and was now surrounding her hoof.  Eclipse needed to get away from all of this, and fast.  Thinking quickly, she decided on going to the cellar, and collecting the notes, before going back into town.  She wiped her hoof on some leaves to the side of the path, and ran towards the cellar.  It would only be a matter of time before someone found Cherilee, so she needed to move quickly.  She cast a teleportation spell, arriving in the cellar.  She grabbed Cherilee's old saddlebags, and used more magic to gather all of her notes, and her binder, which included her master plan.  Tucking them safely into the saddlebags, she used another teleportation spell to go home.  She found herself in her bedroom, just as planned.  Low on energy, Eclipse ran for the door, and slammed it shut.  She locked it, and calmly walked away.  The blood on her hoof was leaving tracks in the room, but it didn't matter.  That could be cleaned off easily.  It was the scar on her face that needed to be dealt with.  

It was dripping blood at an alarming rate, leaving her with three options; get to the local hospital, fix it herself, or die trying.  She elected for option number 1.  She cleaned the blood off of her hoof using a cloth she had in her room, and used a final teleportation spell to get to the front door of the hospital.  That was it for her though.  Her continued use of magic had run her ragged.  She tried to move forward, to walk through the hospital doors.  She couldn't find enough energy to do it though.  She fell flat on the ground in front of the doors, blood still streaming down her face.  Her eyes closed, and she thought to herself, 'This is it'.  She slipped out of consciousness, laying there bleeding on the sidewalk.

===============

Celestia had landed in Town Square to thunderous applause and cheering from the residents of Ponyville.  Celestia hadn't been to Ponyville for a visit in a while, and was pleasantly surprised at the amount of time and effort had gone into the decorations around town.  She was always happy with the work ethic of the residents of Ponyville.  She gently walked off the chariot that had brought her, and her guards jumped to her side.  Twilight Sparkle was excited to see her mentor again, and couldn't wait to be able to sit and talk with her again, like she had in Canterlot.  After the usual hellos at the square, Celestia would go for a tour throughout Ponyville, before finally stopping at the Ponyville Library to talk with Twilight Sparkle.  Twilight couldn't wait for everything.  The Princess was called up to the platform in the middle of the square to say a few words before going on the tour of Ponyville.

"Thank you, everypony for coming to welcome me here today." She started, "You, as residents of Ponyville, have certainly done a lot for this visit, and I just want to personally thank you all."  More applause and cheering.  "Ponyville has always been one of my favorite towns, and ponies like you are the reason why.  You have created so much here, building your businesses from scratch.  You have certainly flourished here, and are home to all types of ponies as well.  I just want to say thank you to everyone, for using your special talents to make Ponyville, and Equestria, a better place through your works."  An unprecedented amount of cheering came from the crowd.  Everypony loved hearing the Princess, ruler of all Equestria, congratulate them.  Celestia stepped down from the platform, and the mayor rose up in her place.

"Thank you all very much everypony, for making the Princess feel welcome.  I will be giving her a tour of the town now, so if everypony would please clear the square, and resume their normal business, it will become a lot easier for me to give her the tour."  Everypony applauded again, and began to slowly filter out of the square.  Twilight Sparkle left as well, still excited about seeing the Princess.  But that would come later, for now, she would just have to wait.  She decided to go to Rarity's Boutique for a visit to fill the time.  She figured that an entire tour of Ponyville would take a couple of hours anyway.

As she entered the boutique, she shouted "Hello Rarity!"  Rarity was running around in her store, frantically organizing it.

"Hello Twilight!" She shouted back, still running.  "I'm busy getting ready for the Princess.  Can I help you with something?"

"No, I just decided to stop in for a visit.  Would you like some help getting ready?"

"It would be much appreciated." Rarity slowed down, and stopped in front of Twilight.  "Would you mind helping me straighten out the outfits, and make everything look neat?"

"I'd be happy to."  Twilight happily approached the dress rack, and carefully repositioned the outfits to make them look as good as she could.  Rarity was still in panic mode, unsure if the Princess was going to like the outfits she had made.  What would she do if she didn't like them?  What would she do if she didn't like the shop?  She was deeply concerned, and Twilight could tell. "Don't worry about it, Rarity." Twilight reassured,  "Hoity Toity and Sapphire Shores liked your outfits, so why wouldn't Celestia?"

"You're right, Twilight.  If two of Equestria's biggest fashion stars liked my outfits, surely they must be ready for the princess!"  Rarity stopped stressing. "Thank you Twilight."

"You're welcome Rarity.  Now, let's get back to cleaning."

"Of course, my dear!"  Rarity and Twilight kept cleaning, and reorganizing the outfits, and miscellaneous bits and pieces until the boutique looked spotless.  Even Rarity was impressed with the level of cleanliness. "Oh, thank you Twilight Sparkle! I think I owe you one."

"Don't worry about it, Rarity.  I have to be on my way.  Good luck with the princess!" Twilight turned tail, and started to leave the boutique.

"Thank you again Twilight!" Rarity shouted as Twilight left the boutique.  The door shut behind her, and she walked on her way back to the library.

===============

Eclipse awoke to a bright light shining in her eyes.  She was in a bed, inside the hospital she had collapsed in front of.  She felt her face where Cherilee had cut her.  No more blood.  Everything was fixed up by stitches.  She still felt sore in multiple locations though. Eclipse presumed that the doctors had done this while she was out.  A nurse came around the corner, and then entered the room.

"Good to see that you're up.  How are you feeling?"

"Alright, I guess.  Pain here and there, nothing too bad."

"Good to hear.  I have a couple questions to ask, just for our records.  I'll be right back."  The nurse left the room, leaving Eclipse by herself.  She sat there, wondering if she had actually killed Cherilee in that forest.  The whole thing felt like a bad dream, and she was still in shock by it all.  She looked to the right, and noticed that she was having blood put back into her via an IV.  

'I lost that much, eh? Wow.' She thought to herself.  The nurse re-entered the room with a cart.  It carried some antibiotics, as well as a clipboard and pen.

"Are you feeling up to answering these few questions right now?  If not, I can come back later."

"No, I'm fine.  Ask away."

"Alright then.  First, can I get your name?"

"Starry Night." Eclipse lied.  The nurse scribbled this down on the clipboard.

"Birthday?"

"February 25."

"And finally, what was the cause of your injuries?" Eclipse needed a good lie to get out of this one.  And she might have just had it up her sleeves.

"Cooking mishap.  Fell off balance near a knife I was working with."

"Wow. That must have been painful.  You should be thankful it didn't stay in there."

"It was.  Very much so.  I'm just glad I'm going to be okay after all that."

"I am too.  I'll leave now, and let you rest.  You lost a lot of blood."

"Thank you." Eclipse kindly replied.  The nurse left the room, taking the cart with her.  Eclipse looked up at the ceiling.  She was just happy to be still alive.  Passing out on the sidewalk was horrible.  She thought that death had come for her as well, but instead, it just left a large cut on her face.  A scar on both her and her mind that would last forever.

==============

Celestia and Twilight were enjoying lunch at the Daisy.  Twilight was enjoying a dandelion salad, and Celestia was eating the restaurants famous Daisy Sandwich.  They had been talking about all kinds of things, from Twilight's friends, to books that they had both read.  They both were very much enjoying themselves.  It had been so long since they had been able to do something like this.  As their lunches came closer to finishing, the topic of discussion changed to Twilight's studies of magic.

"So, what magic have you been studying lately?" Celestia asked.  Twilight froze.  She had only studied one thing lately.  Dark magic.  How could she explain this to Celestia, if she could at all?  There was no way that she would lie to her teacher, whether or not she was royalty.  She needed to come right out and say it somehow.  She had been afraid it would come to this.

"I studied dark magic." Twilight said.  Celestia looked shocked. "I got curious about it, and more specifically it's potential effects on other ponies.  So I started to look into it.  I found a book on the subject, and took in-depth notes on it.  I learned every single spell in that book, but never once used any.  I'm sorry to have studied this.  I know it's bad and all, but curiosity got the best of me." Twilight looked downcast, avoiding eye contact with the princess, fearing punishment.  Celestia's look of shock disappeared, replaced with a smile.

"There's nothing to be sorry about, Twilight."  Twilight looked up at Celestia.

"Really?"

"Really.  You wanted to expand your knowledge.  While it was on a very dangerous topic, you studied it safely, and wouldn't use it on another pony." Twilight smiled.

"I was so worried.  I thought you were going to punish me for studying this."

"No need to fear, Twilight.  As long as you don't lie to me, I'll be forgiving of you.  Providing you don't commit any crimes, of course."  Celestia laughed a little.

"Of course." Twilight laughed as well.  The two ponies simply laughed the matter off.  At that moment, one of Celestia's guards approached her, and whispered in her ear.  Twilight picked up small portions of the conversation.

"...dead...Everfree...assassin...here..."

"Yes, of course."  Celestia turned back to Twilight.  "I'm sorry Twilight, but I'm afraid I will have to leave.  Royal duty calls!"

"Of course, Celestia.  Thanks for taking the time to have a little chat with me."

"It was my pleasure, Twilight Sparkle." Celestia's chariot pulled up, with a noticeable modification.  It was encased in full metal, and had 4 of Celestia's guards pulling instead of two.

"Celestia, what's going on?"

"Don't worry Twilight Sparkle.  You'll be alright."  With that, Celestia made her exit into the chariot, and flew off into the sky, back to Canterlot.  Royal duty, and safety, called.

Chapter 5 - The Smell of Burnt Paper

A spark.  A simple, small thing.  Given the right opportunity, a spark could catch, creating a fire.  And catch, this one would.  The pile of leaves began to smoulder, then burn.  Smoke began to drift upwards.  Fire licked through the air, racing towards the treetops.  Another leave caught fire, and it slowly spread through the trees.  The heat intensified, and animals began to flee from their homes.  The forest was on fire, and they could do nothing to stop it.

=================

Twilight left the Daisy, her meal completed, and bill paid.  Walking down the main road, she decided to go to the schoolhouse again,  to look for anymore evidence that someone had cast a spell on Rarity and Sweetie Belle there.  As she adjusted her course, she noticed a black pillar rising in the sky.  A pillar over the Everfree Forest.  One made of thick smoke.  Twilight's eyed widened.  She ran with full force towards the Everfree, hoping she could help in some way.  She blew by the schoolhouse, focusing on reaching the Everfree.  As she approached the main entrance, she spotted some of Celestia's guard ponies.

'Celestia left already,' Twilight mused, 'why in Equestria would her guards stay here?'  She kept running, finally coming up on the entrance.  She stopped just before the entrance to the forest.  The path was roped off, and had a guard on either side.  Two more guards were in the middle.  They looked out of breath, like they had just run through half the forest.  "What's going on?" Twilight shouted.  She wanted information, and she wanted it now.  One of the out of breath guards spoke up.

"Fire."  He said. "Body."  He was far too out of breath to finish his sentences.  It was time for the other guard, out of breath, but not to the extent of first guard, to speak up.

"We were guarding a crime scene.  A purple pony, killed by a sword.  We thought it was an assassin who did it.  As we guarded, the fire came from behind us." He paused, panting. "We ran out as soon as we could."  An alarm bell pierced the air.  The fire ponies had arrived.  They bore buckets of waters, some larger than others, and raced through the rope.  In the chaos, Twilight decided to slip through as well.  She wanted to get to the bottom of this.  She ran past the guards at the rope.

"Hey, get back here!  It's not safe!"  One of the guards shouted.  Twilight ignored the warnings of the guards, running deeper and deeper into the forest with the fire ponies.  She had a chance to help them out.  Her horn glowing, she cast a spell, gathered clouds above the Everfree.  The forest became darker and darker as the clouds did.  The glowing continued, and rain fell upon the forest.  Not just a light sprinkle, but a torrential downpour.  The tongues of fire in the forest started to wane.  Twilight could see the fire now, and the fire ponies had almost reached it.  She continued running through the pouring rain.  Focused on the task ahead, she ran forawrd, ignoring what was on the ground.  She tripped, falling flat on her face.  Picking herself up, she noticed something that disturbed her.  She had tripped on a pony.  Were they dead, or alive?  Twilight didn't care.  She said sorry, just to be safe, before catching up with the fire ponies.

"Aim for the base of the fires, everypony!" The fire chief shouted. "On my mark!"  The ponies readied their buckets.  "One.  Two."  The fire ponies readied the toss, awaiting the command from the chief.  "Three!" The ponies simultaneously threw the water out of the buckets, and into the fire.  The tongues of fire dropped lower and lower, with the combined might of the downpour and the buckets of water at the base of the fire.  Twilight used another spell, filling all the fire ponies buckets again.  They became confused, but nonetheless, prepared for another round. "One. Two. Three!" More buckets dumped onto the fire.  With a final sizzle, it went out.  All the ponies were soaked.  But they had done it.  The extinguished the fire.  Cheers erupted from the team, and Twilight slipped away.  She was concerned with the well being on the other pony she tripped over.

She wasn't prepared for what she saw there.  The path ran brown and red.  The water had mixed mud and blood together.  She looked away in horror, hoping it was all a horrible nightmare.  She turned her head back. The body was still there.  It was no dream.  She looked closer, and noticed the purple coat, and the light pink mane.

"Cherilee?" She asked herself.  She cautiously approached the pony, looking at the flank of the pony.  The ponies cutie mark was seared off.  'Only magic has that kind of sheer power.  Only dark magic for that matter.'  She thought.  Daring to investigate closer, she loooked at the pony's face.  It was Cherilee.  'What happened here? And why Cherilee?'

=================

Trixie hadn't seen Eclipse lately.  She had last heard the door slam upstairs, but after that, nothing.  She went upstairs, and knocked on the door of the grey pony.  No answer.  No movement of hooves, just silence.  She knocked again, louder this time.  Still nothing.  Furious, Trixie charged at Eclipse's bedroom door.  It burst off the frame, sending splinters of wood throughout the room.

"Next time, answer your door!" She shouted.  The room was empty.  She had just shouted to nopony.  'Why in Equestria would the door be locked if she's not in here?' Trixie thought.  She looked to her left, and saw something which looked oddly familiar.  Upon closer inspection, she discovered it was Cherilee's saddlebags.  'Why are these here?' Looking to her right, she noted Eclipse's own saddlebags, bulging from their contents.  She also noticed the bloody hoofprints Eclipse had left.  'What was she doing up here?' Trixie became deeply concerned.  Cherilee's saddlebags, bloody hoofprints, and a locked door.  Why was this all here?  Nothing made sense to Trixie.  She simply stared.  She approached Eclipse's own saddlebags, and opened them.  The contents surprised her. "So, been doing some secret studies, huh?" Trixie muttered to herself, withdrawing Eclipse's copy of Malicious Magics.  She opened the copy to the first page.  A signature seemed to leap off the page.  It wasn't the signature of Eclipse, it was the signature of Twilight Sparkle.  "Twilight?!?  She studied this too?"  So many things for Trixie to process.  How had Eclipse gotten this?  How did she get out of her locked room?  Why were there bloody hoofprints?  It began to hurt her brain. "Maybe I ought to leave this alone, and ask Eclipse when she returned.

=================

Eclipse woke up again in the hospital.  That hit home for her.  It had been a long night.  She was constantly being visited by doctors and nurses.  Those visits tired her, but she knew they were for her own good.  Her life depended on the equipment functioning properly.  It had been so long since Eclipse felt this vulnerable, and frankly, she didn't like it.   Another hour passed, and another doctor came in, making sure she was doing okay.  The IV was changed out, providing fresh blood to the recovering pony.   She was nearing full recovery now though.  When the doctor next came in, Eclipse made a request.

"Any chance I could be released to finish my recovery at home?"

"Give us another few hours." The doctor replied. "That should be enough time to ensure your blood volumes have returned to normal."

"Alright.  That won't be too bad.  Thank you, doctor." He nodded and left the room.  A nurse entered into the room, almost instantly after the doctor left.  She distributed some antibiotics to Eclipse.  "Thank you."

"You're welcome. Give us a shout if you need anything else." The nurse turned and left the room.  Eclipse had forgotten how good it felt to be cared for.  Ever since her parents died, she had lived on her own, taking care of herself.  Palm Branch became a father figure to Eclipse.  He was around when Eclipse needed a shoulder to cry on, or just someone to talk to.  He was close to Eclipse's parents, and attended their funerals with Eclipse, keeping her company. He also brought by food for Eclipse when she had no source of income. She truly loved him like a father, but still gave him a cold shoulder.  But as time went on, and Eclipse became more and more a part of the Shades, she began to see her near dependency on him as a weakness.  She drifted further away, even though they both were in the Shades.  She isolated herself from society in general.  Being cared for this much reminded her, not only of her parents, but of the acts of kindness Palm had shown.  The same ones she never thanked him for.

Eclipse sank her face into her hooves, and shed a tear.  Then another.  She regretted treating Palm so poorly.  Even though she did, Palm kept being friendly.  She cried to herself.  She had done so much wrong to him, and to others.  She had killed her mentor, and her entire world was falling apart.  A nurse rounded the corner to enter the room.  She saw the crying pony, and left without a word.  Eclipse wanted to be strong, to override her emotions.  But those emotions had already taken hold, and there was nothing she could do in this moment to stop them.

==============

It was late at night, one day after the Ponyville incident.  Over the past day, Celestia had been working in the Royal Archives.  She had temporarily given Luna the duty of raising the sun.  Right now, research came first.  Celestia, and a team of her top researchers had been looking into dark magic.  It had been far too long since she had looked into anything, but after hearing reports from the guards that were with her in Ponyville, she feared that it might be making a comeback.  Her other concern was that some practitioners of dark magic had in fact infiltrated Ponyville, or worse, Canterlot.  An ungrounded fear for sure.  Her paranoia often got the best of her, but she needed to remain calm this time.  She couldn't let anyone see her panicking.  While she was going through this mental battle, a researcher approached Celestia from behind.

"Excuse me, Your Highness," he said.  Celestia was startled by the sudden presence.  She quickly turned to see the timidly smiling face of the grey coated researcher.  "Sorry to startle you, ma'am."

"It's not a problem, Footnote. what can I help you with?"

"I found some of the notes, as well as a detailed spell book on dark magic.  The notes have been damaged quite a bit, but are mostly intact."

"I see.  Bring them here please."

"Right away, Your Majesty."  Footnote left in a hurry, going back to the lower sections of the archives to retrieve the notes.  He dashed by stacks and stacks of books, all with researchers poring over every single detail.  Approaching the end of the archives, he made a swift turn to the left.  A third of the way down the aisle were the notes and the book.  Passing by a baby dragon, he retrieved the stack of notes he had found, as well the spell book, placing them gently into his saddlebags.  As he went to return, he stopped, patting the red dragon on the head.  "Go hide now.  I wouldn't want anypony seeing you."  The dragon gave a nod, and looked down at the floor.  Without a second to lose, he removed a small section of floor, revealing a small passage that the dragon had dug himself.  "Good.  I'll meet you back at home!"  Another nod from the dragon.  He placed himself into the hole, and realigned the flooring.  Footnote returned to Princess Celestia, slightly slower than the last time.  He rounded the corner of the aisle, and approached the staircase.  Celestia was looking over the edge of the balcony, and saw Footnote at the bottom of the stairs, looking exhausted.  Her horn began to glow.  She used her magic to pick up the tired Footnote, and bring him up to her level.  She placed him gently on the balcony.  "Thank you, Princess." He said.

"Not a problem.  You looked exhausted, so I figured I would save you some trouble."

"Thank you very much.  Here are the notes, and the spell book.  Like I mentioned, they are very much damaged." Footnote emptyed the contents of his saddlebags onto the floor.  Bits of ashen paper fell out of the bags, and the spell books casing was also burned.

"Damaged?  These things look they caught on fire!"

"They may very well have.  I heard that there was a small fire in the archives a few nights ago.  Those on duty agreed not to tell anypony about it, as they extinguished it quickly.  Only a few books were damaged, but this was one of them, I suppose."  Footnote was an excellent liar.  He knew the truth about these books and notes.  He was the one behind it.  Celestia would have him punished severely if she knew though.  His heart rate increased as Celestia began to talk.

"Who was on duty?"

"I'm afraid I don't remember.  If I did, I would most certainly tell you though." Footnote said.  "At least some of the notes are intact though.  You may be able to see some use for them."

"Thank you very much Footnote.  You are dismissed for now.  Out of everypony here," She leaned in to whisper, "You have done the most so far.  I can't get most of these ponies to bring back any information!"  Footnote had a chuckle.

"Thank you, your majesty."  He turned tail to Celestia, and approached the exit to the archives.  He left, going down a long flight of stairs to the castle courtyard.  He gave a friendly hello to the gatekeeper as he left the castle, and walked the rest of the way home without a word to anypony.  Not that anypony was out this late anyway.  He made his way into his home in Canterlot.  It was close to the castle, in case he needed to get there in a hurry.  It wasn't exactly marvelous though, many of the other houses in Canterlot blew his small, wooden home away.  But he didn't care.  As he entered his home, he was greeted by his pet dragon, Midna, relaxing in a bean bag chair. She had been given to him by Celestia, as a method of contact.  He raised her, and she became his mischievous assistant.  It just seemed to work perfectly.  Something given to him by Celestia to be good, turned out to be perfectly evil.

"Took you long enough!" She said.  Patience wasn't exactly her thing. "So, after I burned the book and notes, what did Celestia say?"

"Nice to see you too, Midna.  I told Celestia there was a small fire in the library that burned a couple of books."

"Is that the best you could come up with?  Sheesh." Midna rolled her eyes in disapproval.  "Oh well, I guess it's believable enough.  One of the guards coulda dropped a candle or something."

"Exactly. You might have to sneak in and burn a couple more in that section though, to make it more believable.  Can't have the princess finding out, now can we?"

"Nope!  That would suck!"

"Indeed.  Can you take a note?"

"What do I look like, a quill and ink?"  Footnote quickly tossed a quill and ink at the dragon.

"No, but you have them, not me."

"Ugh, fine, I'll write your freaking note." She readied the quill and ink, and gave Footnote a quick nod.

"Cherilee," He started to dictate, "Celestia is researching our magic as much as she can.  Me and Midna have begun to sabotage the operation, but we fear we shan't be able to keep it up for very long without the princess finding out.  I request that you hurry with our plans to take over Equestria.  We will need to meet again within a few days, to confirm final details of the plan.  Eagerly awaiting your response, Footnote."

"Send it?"

"Do it now."  With that, Midna fired off the letter to Cherilee.  While it wouldn't ever reach Cherilee, it would find it's way into good hands.

"Sent.  Don't expect a response right away though! Cherilee takes forever to get back to letters!"

"Absolutely.  It's in no rush anyway.  For now though, I think I will retire to my room, and study a little more.   I need to be absolutely ready if this plan is going to go through." Midna rolled her eyes again.

"Alright.  Personally, I think it's a waste of your time to dive back into that book for the billionth time, but whatever."

"Thanks for your support.  Wait a couple more hours, and go back into the library.  Those books need to be taken care of." Footnote said.  He turned, walking into the back of the house, and into his room.  Closing the door behind him, he approached his window desk, and dove into Malicious Magics again.

================

Eclipse had been released from the hospital now, blood levels finally back to normal.  It had taken a little longer then she had expected, but she was out anyway.  The scar on her face had started to hurt again, but nothing she couldn't handle.  After a decent walk, she reached her house, and knocked on the door.  After waiting a few seconds, the door was opened by Trixie.

"Welcome back!  The Great and Powerful..." Trixie caught a glimpse of Eclipse's massive scar. "What happened to that eye of yours?"

"Long story.  For now, I just want to be left alone."

"The Great and Powerful Trixie demands that you tell her now!"  Eclipse got thrown between a rock and a hard place.  She needed a convincing lie, and fast.

"Ummm... A cooking accident. Slipped on a wet floor, fell onto a knife." She said, using the same excuse as she had at the doctor's.

"And what were you doing cooking if you were out delivering a letter to Cherilee?" Trixie had caught her in the lie.  Eclipse's mind began to race, heart began to pound, and she began to sweat.  "Why are Cherilee's bags in your room?" The blue pony inquired further, "Why was there blood on the floor?"

"What were you doing in my room?!?" Eclipse shouted, and ran upstairs.  The saw the fragmented door, the broken lock, and other debris.  "Are you kidding me?!?  You broke into my room?"

"You didn't answer your door."

"Trixie, I ought to kick you out of this house!"

"Just give me the answers.  Start now."  There was no avoiding it now.  Eclipse was forced into telling the truth.  The horrible, shameful, awful truth.  All this, because of a book.

================

"So, let me get this straight?  Cherilee attacked you?"

"Yes.  I attacked back in self defense.  It ended up permanently incapacitating her."

"So, she's...?"

"Yep."

"So, now what do we do?  Who's going to lead us?  The bookworm, Footnote?  Palm Branch?"

"I don't think that would be..."

"Of course not!  The Great and Powerful Trixie should take charge!"

"I think we need to call a meeting, and take a vote."

"Fine.  But my vote counts as 3."

"Alright, but you're not allowed to vote for yourself."  Trixie became enraged.  Eclipse could see this, and quickly decided to walk out of the room.   "Night Trixie!"  Trixie just stood there, fuming with anger.

"Well played, Eclipse.  Well played."

Chapter 6 - Operation Dragon's Claw

The midday funeral for Cherilee was lengthy.  The murdered pony had been identified by local police, and a funeral for her was quickly organized.  Everypony certainly had a memory of Cherilee to share, from discovering their cutie marks with her, to growing up with her as a filly.  Even Pinkie had a story to share.  The whole funeral was filled with so many touching moments, and Twilight was brought to tears on several occasions.  Even though she barely knew Cherilee, she knew how important she was to Ponyville.  She really had influenced nearly everypony, one way or another.

Leaving the funeral with her friends, Twilight spoke up.

"I can't believe she was killed.  Who would have done this?  Why?  Everypony liked her!" Twilight had gotten nowhere on her own investigation, and neither had the police.  The dead ends had begun to frustrate her, and Cherliee's body would soon be locked away, 6 feet below the ground, shutting out the investigation permanently.

"Twilight," Applejack said, "Ya need to stop getting your head wrapped up in all this.  All that stress'll do ya no good."

"Besides, you have much better things to do." Rarity added.  "Like figuring out what happened to me!"

"Rarity, I told you that I have no idea.  You had a spell cast on you by somepony at the schoolhouse.  We never got in to have a look!"

"You're right my dear.  I'm sorry."  Rarity continued to walk with the group.  Twilight turned to Pinkie Pie.  Pinkie had a tear left on her face from the funeral.

"Pinkie, how are you feeling?"

"I'll be fine.  I'm just going to miss her." Applejack's comforting hoof was put on her shoulder.

"I will too, sugarcube.  We'll all miss her." Applejack said.

The ponies idly chatted as they made their way home.  Reaching the main crossroads, they each went their separate ways, saying goodbyes, and exchanging hugs.  It had been a sad day for everypony, and now was a chance to get away from it all, and just relax.  A chance to forget about Cherilee’s death.  However, other ponies had no intentions of forgetting Cherilee at all.

==================

Eclipse rested at home, pulling more of Cherilee's old notes onto her desk.  With Trixie, she was discovering the full details of Cherilee's master plan.  She had already looked over 3 pages of the incredibly detailed plan.  It was clear that Cherilee was very methodical, and precise when it came to things like this.  She had listed every spell she, and everypony else, needed.  There were also notes on the exact day, and weather conditions, the plan was to be executed under.  The plan’s intentions hadn't been revealed yet though.  Everything up to this point had been about preparing for the execution of the plan.  Eclipse was tiring of this.  She wanted to know what the point was.  She knew that everyone had been assigned their own spells and tasks for it, but she had no idea what Cherilee planned to do with all of them.  As she turned another page, she spotted a drawing.  A drawing of Celestia.

“Trixie!” Eclipse shouted, “Come take a look at this!” Trixie, who had been relaxing on Eclipse’s bed, reluctantly began to move.  She came to the desk.

“Found something, I presume?”

“Yep.  Take a look at this drawing.”  Trixie had a look at it.  It looked like Celestia, but had been colored in slightly purple, and her eyes were blood red.  Underneath it all, the words “What is to be achieved” were written.

“What do you think it means?”

“I think it means that the final stage of the plan would result in Cherilee transforming into Celestia somehow.”  Judging by the fact that she had Palm and Footnote learn a brainwashing spell, her plan was already starting to take shape.  To be certain, she turned another page.  This one was labeled “Operation Dragon’s Claw”.  Now they were getting somewhere.  As the two ponies read down the page, the full details began to emerge.  It was to begin at sunset, when the guards would begin to change posts.  Footnote would kick off the operation, by entering the castle.  He could slip past the front gate’s two guards easily.  They were always the last guards to shift posts, so this was the tricky bit.  From there, he was to cast a spell to knock the guards out cold, everypony else to slip through the gate, and into the castle.  From there, the tower guards would be changing shifts, allowing the Shades to sneak past, and enter the castle itself.  The page was turned again.  The plan just continued.

After the Shades were in the castle, Cherilee was to cast her cloaking spell, turning everypony effectively invisible.  From there, they would split up, Cherilee going to the throne room, Eclipse going to the guard barracks, Footnote going to the Archives, and Palm acting as a standby for anypony who needed him.  From there, the notes became sparse in detail, save for Cherilee’s part.  This was written in perfect detail, just like the rest of the plan.  She was going to enter the throne room, quickly casting a spell to remove any lights in the room.  Another one would be used to remove any guards, leaving Celestia and her alone in the room.  Her final spell would be used to merge herself with Celestia, assuming control of the powerful alicorn.

‘I was right.’ Eclipse thought. ‘She was going to merge her own powers with Celestia’s.’

“Wow.” Trixie said.  “This is certainly more detailed then I could have anticipated.  Not even the Great and Powerful Trixie plans this far ahead.” Both ponies were certainly in awe of Cherilee’s plan.

“I think we should call a meeting.” Eclipse suggested,  “Tonight.  We need to establish a new leader, and finally go over this big plan of Cherilee’s.  It just means we need to get Palm involved somehow.”

“It also means you’ll have to explain what happened to Cherilee.”

“Yep.  I’m not looking forward to that.  At all.” Eclipse sighed.  “But it’s going to have to be done.  The truth would come out eventually, and it already has to some extent.” She turned towards Trixie, taking her focus off the plan for a moment.

“Will you help me write the letters?”

“If you insist, I guess I will.”  It seemed the two ponies were starting to get along a little better.  A fragile bond, but a bond nonetheless.  Or maybe they had just begun to tolerate each other.

================

Twilight was digging into her notes on Malicious Magics again.  It was all she had left of the book.  She cursed the fact she left a lot of page references, and almost no actual spells.  The few she had bothered to write down were among the more complex spells in the book.  It was unfortunate, but having some spells was better than none.  These ones would just take a long time for her to master, let alone use.  She pored over her notes, looking for spells to control other ponies.  She wanted definitive proof that Rarity and Sweetie Belle had been controlled by someone.  She looked through, once, twice, and a third time for any notes on a spell like this.  Just as she was about to give up, a loose note caught her eye.  She moved several pages until she reached the note.  Beginning to read, she quickly realized that it wasn’t the spell she was looking for.  But, it was a spell that was used to wipe out memories.  Twilight suspected this was used right after the control spell.  

‘Whoever did this certainly knew their magic.’ Twilight thought.  ‘Could Cherilee have...no, she was an earth pony.  Earth ponies can’t use magic.’ Their last memories before waking up on the road were connected to Cherilee though.  And, not to mention, the spell was cast during such a time that only Cherilee would have been in the school.

“But, that’s impossible…” She thought aloud.

“What’s impossible?” Spike asked, coming down the stairs.

“I’m trying to figure out who cast a spell on Rarity.” Twilight said. “A few days ago, she went to the school to pick up Sweetie Belle, took longer than normal, and seemed odd to Pinkie.  After a while, they both collapsed on the street, and were very confused.” Twilight paused.  “I think that she was under the influence of a spell.  I’m trying to figure out who cast the spell, and so far, the only remotely logical conclusion I’ve been to come to is Cherilee, which is impossible, because earth ponies like her can’t use magic.” Spike stood still.  He blinked a couple of times.

“I’m sorry, I spaced out there.  What were you saying?”

“Never mind!” Twilight shouted.

“Alright! Sheesh, calm down.” Spike went back upstairs, leaving Twilight to ponder if the mysterious spell had been cast by a pony who was now buried 6 feet under.

=============

Eclipse paced in her room, going between the desk in the corner and her bed's footboard. After she had sent the letters to Palm Branch and Footnote, she had asked Trixie to leave her alone to think.  That was a couple of hours ago now. She still needed to figure out how to best go about telling everypony about Cherilee.  And they needed to discuss the master plan as well.  She just couldn't find the best way to do it.

'Maybe I should get some fresh air.'  Eclipse thought. 'That ought to inspire me a little.' She walked out of her room and down the stairs.  "I'm going outside for a while." She said to Trixie.

"For once, stay out of trouble. Trixie can’t afford to have her cover blown." Trixie said bluntly.  Eclipse rolled her eyes, and stepped outside; a small gust of wind traveled through her mane, waving it ever so slightly. As she looked upon the orange sky, she knew that the meeting would be shortly.  She closed the door to her home, and began walking towards Sugarcube Corner.  It was one of her favorite places to go as a filly; she just hadn't been there lately.  As a filly, her parents would take her into Sugarcube Corner at the end of a long week. When they walked through the doors, Eclipse's nose would be instantly filled with sickly sweet aromas of the store.  When they bought their treats, she always got one of the Cake family's famous chocolate cupcakes, and her parents ordered a caramel apple each.  They would always take a seat outside, and eat their sweets in relative silence, staring at the sunset over Ponyville.

Eclipse entered the shop for the first time since her parents died, and ordered a chocolate cupcake.  She payed 5 bits, and went outside to sit at a table and watch the sunset, just like old times.  She began to tear up as the memories flooded back.  How she longed to see her parents again, to hug them one last time, to say "I love you."  She slowly ate her cupcake as the breeze gently shifted her mane.  Pinkie Pie emerged from the store, and noticed the grey unicorn eating by her lonesome.  She pulled up a seat beside Eclipse, and broke the silence that surrounded her.

"Hey!" Eclipse ignored the pink pony.  "You look kinda familiar, but I don't think I've seen you before!  I'm Pinkie Pie!" She had in fact seen Eclipse before, but in a slightly different form.  Eclipse took another bite from her cupcake, crumbs falling off her chin. "Hey, I'm taking to you!" Eclipse was not in the mood to talk.  She needed to think about tonight, not talk to random ponies.

"I'm not in the mood to talk."

"Why not?  Talking is so much fun!" Pinkie almost lept out of her seat.  Eclipse knew that the opposite was true of tonight.  Talking would be no fun whatsoever.

"I need some time to think."

"About?" Pinkie inquired. Eclipse cursed this ponies presence, scheming a way to get rid of her.

"Look, I just wanna be left alone."

"Alone?  That's no fun! Oh well, maybe some other time!" Pinkie happily skipped back into Sugarcube Corner, leaving Eclipse by her lonesome again.

'Finally.' Eclipse thought, 'I thought she would never leave.' Eclipse looked back at the sun as it's final rays of the day fell upon Equestria.  Only an hour left until the meeting, and she was not ready for it, at all.

===============

Night had fallen upon Equestria again.  Eclipse was at home, and Trixie was there with her.  Eclipse had run over the meeting a thousand times in her head now, still trying to figure out how to break the news to Palm and Footnote.  The news that she had killed Cherilee.  She still had no idea how it was all going to play out though.  The two ponies silently donned their cloaks.  Eclipse grabbed Cherilee's old saddlebags, and as she went to load them up, she found a letter.  Tossing it to the side, she swept the notes and binder off her desk, and packed it all somewhat neatly into the bags.

"Eclipse, hurry it up!" Trixie shouted from downstairs,  "Trixie is getting tired of waiting here!"

"Just a second!" She shouted in reply.  Eclipse quickly closed the saddlebags, carefully placing them on her back.  She ran back down the stairs, meeting Trixie at the base.

"Finally. Are you ready to go?"

"Ready as I'll ever be."  The two ponies left the house, and Eclipse locked the door behind them.  They silently walked through the streets of Ponyville, making their way to the schoolhouse.

"So, did you figure out what you're going to say?" Trixie asked.

"Not entirely." Eclipse sighed.  "Honestly, I just want the whole thing to disappear, but I know that's not going to happen. I'm just going to have to deal with this, one step at a time."

"You'll do fine. The Great and Powerful Trixie knows you will."

"Thanks Trix."  They made a last turn, and walked up to the schoolhouse.  Using Cherilee's old set of keys, they unlocked the building and quietly entered.  "Would you mind using a little magic to light up the room?" Eclipse asked. With that, the candles scattered throughout the schoolhouse lit up, throwing orange glows across the main room and hallway.  "Thank you!"

"Not a problem at all for the Great and Powerful Trixie!"

"Of course not.  How could I have forgotten that?"  Eclipse walked into the main classroom, unloading her saddlebags on the former teachers desk.  It felt foreign to her, being at this desk.  She had never, ever been in a position like this before; her nervousness was driving her up the wall, and she had only been there 20 seconds.  Trixie trotted into the room as well, only to be interrupted by a knocking on the door.  She quickly walked back to answer, and was greeted by the face Palm Branch.

"Hello, Trixie." He snidely remarked as he entered the door.  

"Why so mad, Palm?" Just as she was about to close the door, Footnote rounded the corner and came into view.  He sprinted for the door, and entered into the schoolhouse at full speed, nearly crashing into desks and chairs in the classroom.  "Everyone's here now Eclipse!" Trixie shouted as she closed the door. Footnote spoke up.

"Not quite," he said, looking around the room, "we're still missing one member.  When is Cherilee expected to arrive?" Eclipse sighed.

"I forgot, the news probably hasn't reached you yet.  Why don't we all take a seat, and this meeting will come to order."

================

"So, what you're saying is this whole thing is your fault?" Palm Branch asked.

"No." Eclipse replied.  "Well, yes, but no.  It wouldn't have happened if I hadn't taken the book in the first place."

"And you were attacked by Cherilee because of this?"

"Correct."

"So, what the hay are we supposed to do now?" Footnote asked. "We have no leader, and the chance to execute Cherilee's master plan is coming soon."  Trixie spoke up.

"Exactly.  We need to elect new leadership for this group, or go our separate ways." Palm added.

"And additionally, we need to discuss the plan in depth." Eclipse said. "Me and Trixie have reviewed the majority of it already, but the two of you need to be brought up to speed on what's happening."

"You got the plans too?  Did Cherilee have them on her person or something?"

"Nope.  But I did retrieve them from her cellar in the Everfree."

"Alright then." Footnote said. "So, we take a vote and decide on the new leader." Everypony in the room nodded in agreement.  "How should we go about doing this?"

"Let's just say who we want to vote for." Trixie suggested.  "Does Trixie's vote still count as three, as I stated earlier?" She asked Eclipse.

"Yep, and you still can't vote for yourself." Eclipse smiled.

"Ugh, fine!" Trixie replied. Palm chuckled.

"I'll go first then." Palm Branch said.  "My vote is for Eclipse." Eclipse was shocked at this proposition.  She didn't feel like she was ready to be a leader; leadership might have chosen her too early though. Just as she was about to voice her opinion to Palm, Footnote spoke up.

"My vote is for Palm Branch." Eclipse's turn to vote.

"Mine as well."

"Well," Footnote started, "two votes for Palm, and one for Eclipse. Trixie, the final vote is yours." Trixie looked concerned.  An internal conflict raged inside of her; she knew both would be great leaders, but Eclipse killed Cherilee.

"Can we come back to this in a few minutes?" She asked  "I need some time to think."

"Trixie," Palm said,  "you need to vote now, or your voice will not matter here." Trixie looked frustrated, face almost turning red with anger.  After a few more seconds, she spoke up again.

"Eclipse." Eclipse's eyed widened in shock.

"Wait wait, are you serious?"

"Over the past few days, you have shown that you are more fit to be our leader than anypony else here." She stated. "You were transparent, and honest about the whole Cherilee incident.  You worked efficiently, and made sure that everything has gone smoothly this entire meeting."

"I'm...flattered." Eclipse was on the verge of shaking from the sheer shock and excitement.  "Well then, for my first act as leader of the Shades, I shall reveal Cherilee's master plan to you all!" Palm spoke up.

"Sounds like a plan to me."

Chapter 7 - Resisting Arrest

Twilight Sparkle was out for an evening walk near the edges of the Everfree Forest.  Somehow, she found it serene and quiet out here.  Passing by Fluttershy’s house, she walked along a path that would eventually take her past the schoolhouse, and back into Ponyville.  She intended to have another look in the schoolhouse to see if there was any evidence that somepony had cast a spell, and this time she was breaking in.  As much as Twilight didn’t want to, if her investigation was to go anywhere at all, she would need to get into the schoolhouse to have a look.

As she rounded the corner to go back towards Ponyville, she could see the schoolhouse not far away.  However, something about it was off.  She could see that the windows were lit, and silhouettes of ponies were upon the curtains.

‘Ha!’ She thought, ‘I’ve caught you now.’ She raced towards the school, and slowed down as she got closer.  Taking a small path to the right of the school, she snuck around to the windows.  Cautiously, she stuck her head up enough to see what was going on inside.  She observed four ponies, one sitting at the teachers desk.  She appeared to be reading from something.  Twilight couldn’t make out any of the conversation inside; the wooden walls were too thick to allow sound through.  She definitely saw that the pony was reading though.  As she looked at the other ponies, she noticed something in common with all of them; they were all wearing dark cloaks. ‘Concealing their identities.’ Twilight thought, ‘Pretty clever of them.’ She looked hard into the window, careful not to make any noise.  She observed a yellow pony with a palm leaf cutie mark, and two grey ponies, one with a scroll and feather for a cutie mark, and the other with a cutie mark resembling a solar eclipse.  The fourth one appeared to be blue, but the candlelight made it very hard to tell. She looked closer for the mare’s cutie mark, but struggled to see it.

“Could it be...Trixie?” She thought aloud.  Twilight edged in closer, trying to take a look at her cutie mark. Without warning, the pony at the front looked up, and gazed upon Twilight with her sunset orange eyes.  “But, that’s impossible…” Twilight said.  She began to run.  To run away from all of this.  She needed to tell somepony, anypony about all of this.  “The police!” She exclaimed.  It was the first thing she thought of in this situation.  A bright flash appeared before her eyes, and she continued running, only to hit a wooden wall.

“Well well. What do we have here?” Eclipse asked menacingly.

“Nothing!  Nothing at at all!  What’s going on? Who are you?”

“Well, you should know who I am.” Eclipse said. “But perhaps you don’t remember me very well.  We’ve only met once at my door before.” Her voice was vaguely familiar to Twilight, but she couldn’t quite put her hoof on it. Suddenly, it hit her like a wagon full of bricks.

“Starry Night?” She asked, collecting herself from the floor.

“Not quite.” Eclipse said. “You can keep calling me that if you like though.”

“Look, I’d love to stay and chat with you guys, but I really should go.”

“Hmm...I’m not sure if I can let you do that without answering a couple of questions.” Twilight was nervous about the whole scenario.  A slight glow came off of Eclipse’s horn, and a dark green field formed around Twilight.  “Alright. See that energy field? It’s going to close in on you.  When it’s done with that though, I’m not sure exactly how alive you’ll be.  So, let’s discuss a couple of things.”

“Alright, whatever you want.  Start asking away.” Twilight resigned.

“What were you doing out here this late at night?” Eclipse asked.

“Going for a walk.  I had plans to stop by here and look for evidence for an investigation.”

“Investigation? Are you with the police?”

“No.” Twilight looked frantically at the field of energy around her, which, sure enough, had started to get smaller. “A spell was cast on my friend, and Cherilee was a suspect in my investigation.  I stopped by to look for evidence supporting that theory.”

“Hmm...Ever consider dropping that investigation?”

“Not yet.”

“Consider it now.” Eclipse said in a harsh tone of voice.  She continued her questioning.  “Where were you going to go when you ran off like that?” Twilight looked downwards, avoiding eye contact with Eclipse.  She decided it was in her best interests to tell the truth.

“The police.  To tell them about this whole thing.” The sphere of energy was rapidly closing in on Twilight.

“Well well, what ever are we going to do with you?” The sphere of energy surrounding Twilight disappeared, dropping her to the floor. She was promptly carried into the air by Eclipse, letting out a scream as she levitated above the floor.  Eclipse’s horn began to glow brighter and brighter, unleashing a bright flash onto Twilight.  After the light subsided, Twilight dropped to the ground, unconscious.  Trixie spoke up for the first time since Twilight had dropped in.

“Has she left herself go or something?  She didn’t even put up a fight!”

“I don’t care about that Trixie, just get her home.  Her memories of the past hour have been eradicated.”

“Look,” Palm Branch said, “I’ll help you with that.”

“Thank you for the offer Palm,” Trixie said as her horn began to glow. “But Trixie thinks she can manage.”  Both Trixie and Twilight rose into the air, and were gone in a puff of smoke and a flash of light.

“Alright, if you insist…” Palm said to nopony in particular.  Trixie reappeared again, this time without Twilight.  

“All done.  She’s on her bed.  She’ll wake up, feeling refreshed by her unscheduled nap.”

“Good work Trixie.” Eclipse said.  As she went back to the desk, Palm spoke up again.

“Hey, when did you get so ruthless?” He asked. Eclipse turned her head back towards the yellow pony.

“When she began to intrude upon our business here.” She said.  “On the topic of which, shall we finish discussing our plan?”

“Whatever you say.” Palm said, and everypony returned to their seats. “Shouldn’t we move, just in case she comes back here?”

“We’ll be done in a few minutes anyway.” Eclipse stated,  “I don’t see the point.” With that, everypony took their seats again, and order returned to the meeting.

=================

Twilight Sparkle awoke with panic in her eyes.  The purple pony quickly looked around the room, observing the bookshelves and bedposts that made up her bedroom.

“Woah.  That was certainly a bad dream.” She had dreamt about Discord and Nightmare Moon, joining forces to rule Equestria with iron fists.  There was no escape, and the Elements of Harmony had no effect on them.  Equestria fell into a state of despair, and it was then that she woke up.  A quick brush of her mane to get rid of her bed head, she went downstairs.

“Spike!” She called out. The small dragon was quick to reply.

“Twilight!” He came out of one of the many rooms, running excitedly towards the purple pony.  “I’ve been worried sick! It’s been a few hours since you left, and I was wondering when you would get back!”

“Left? Where did I go?” She asked. She was already confused, and the slight tiredness she felt from napping certainly didn’t help.

“You went to go for a walk, and investigate the schoolhouse.  You were supposed to be back almost 2 hours ago now!  What happened?”

“Spike, you’re going crazy.  I was napping.”

“No, you left to walk.  I’m completely sure!”

“Alright then.  Explain why I just came from my bedroom.” Spike paused.

“Your...bedroom?”

“Yes, my bedroom.  Is that a problem?  Or is there some explanation for that as well?”  Spike stopped to think, recalling his time over the past couple of hours.

“Well, 2 hours ago, I heard a small thump come from your room.  I was already worried about you then, but I thought it might have just been a book dropping.”

“That’s hardly evidence, Spike.” Twilight let her mind wander for a second, thinking about the possiblities.  “What if...no. That’s ridiculous.”

“What is?” Spike inquired.

“I’m just thinking.  What if...the same spell that was cast on Rarity was also cast on me?” Suddenly, memories of the whole incident came rushing back to her.  The green energy field, Starry Night interrogating her, everything. The memory removal spell had been ineffective. “Oh. My. Gosh.”

“What?”

“Spike, take a note.” He stood with a blank stare. “NOW!”

“Right away Twilight!” He ran across the room, frantically grabbing the supplies he needed.

“This needs to get to Celestia!”

============

Canterlot Castle was normally near silent at this hour.  By now, the guards would have finished changed shifts, and the sounds of the night would be present in the courtyard. Today was different though. While the guards stood at their posts, and Luna wandered through the castle, a loud trotting of hooves in the hallways interrupted the normal peace.

"Luna!" She cried out, searching each hallway for her sister, as she ran past with incredible speed.  No sign of her Sister yet.  She made a turn left, towards the kitchen, shouting her sister's name again.  Luna burst through the kitchen door, mouth half stuffed with food.  Celestia barely stopped in time to avoid hitting the door. Luna quickly swallowed her food before speaking.

"What's the matter, sis?" Celestia was heavily panting, clearly out of breath from all the running.  Noticing this, Luna's horn began to glow, pulling a glass from one of the cupboards in the kitchen, and promptly filling it with cold water.  She placed it in front of the exhausted alicorn, who used a little bit of magic herself to take a refreshing sip of water.

"Thank you very much Luna."

"Hey, it's no problem.  I'd do anything for my big sis."

"Well, that's always comforting to know." Celestia said, placing her glass on the floor. She was still panting though. "However, what's not so comforting is the letter I just received from Twilight Sparkle." Celestia panted a couple more times. "There's an emergency in Ponyville.  We need to go there, now."

"What's happening?"

"I'll explain it later!  Now, come on!" Celestia said, beginning to run full speed again.  Luna followed shortly after, knocking over the glass of water she had given to Celestia.  The two royal sisters raced through the halls, making their way to the nearest balcony.  They rounded another corner, and Celestia could see the doors leading to the balcony, and the two guards that stood there.  "Open the door! Now!" she shouted to the guards.  The two guards looked shocked at first, but promptly reacted to Celestia's shouts.  The door was opened, and Celestia unleashed a burst of speed, running clear ahead of Luna.  She spread her wings, preparing for a running takeoff.  Luna followed suit, as the alicorns ran towards the balcony.  Celestia took off at a speed even Luna had never seen before, and Luna tried her best to keep up.  They both soared off towards Ponyville, and more specifically the Ponyville Library.

================

Twilight Sparkle was pacing back and forth in her library, as she awaited some sort of response from the princess.  The response came in the form of a loud knocking on her door. She rushed to it, to be greeted with the presence of Luna and Celestia.

"Come on in." She said quietly.  She had only been in the presence of both princesses once before, and nervousness was starting to take over.  She shook it off as Celestia spoke up.

"So Twilight, you say there is a dire situation here?"

"Yes Princess Celestia." Twilight said as she closed the door. "Dark magic has in fact made it's return to Equestria." Luna's expression turned from a serious look to one of absolute shock.  "Through study, a small group of four ponies appears to have gained a massive amount of knowledge about the dark arts, as well as putting some of it to use." Twilight paused, "I was able to identify one of the ponies, but the rest I simply have no idea about."

"I need to know one thing Twilight. Where were they last?" Celestia asked.

"The schoolhouse.  They attempted to wipe my memories of the events there, but to no avail."

"Then we must go there, immediately." Celestia said without hesitiation.

"Wait, Tia." Luna said. "If dark magic has indeed returned to Equestria, are you ready to fight it? What if-"

"Luna.  Now is not the time to worry about that.  Our first goal should be to capture and arrest these ponies!" She turned to Twilight. "Ready a transportation spell to the schoolhouse."

"Yes, princess."  Twilight's horn began to glow in preparation for this large spell.  She was not only transporting herself, but an alicorn who was much larger than herself.  Celestia turned her attention back towards Luna.

"Return to Canterlot, and gather the Royal Guard with all the speed you can.  You know where the alarm bell is, right?"

"Would you expect any less of me?"

"Of course not." Celestia said. "Bring them all to the schoolhouse.  Me and Twilight will contain the ponies inside until then.  Now, go!" She said.  Luna flew out through the door, speeding off to Canterlot again. Celestia's face now bore a look of absolute determination. "Cast the spell, Twilight." she said calmly.  Twilight did exactly that, and with a bright flash, the pair were in the field near the schoolhouse.

Inside of the schoolhouse, candles remained glowing, and 4 ponies remained inside.  Eclipse was finishing her explanation of Operation Dragon's Claw to the Shades when she saw the flash of white outside.  "Did...anypony else see that flash?" Collective nods across the room. Eclipse peeked outside, initially seeing nothing, but a glance to her right revealed a white alicorn who was looking right at her.  The shock of seeing this was complimented nicely by the purple unicorn who she had seen mere minutes ago.  The mare whose memories were supposed to be wiped.  Why was she here?  How could she have even remembered what happened?  Her thoughts were interupted by another disturbing sight.  The horns of both the alicorn and the unicorn began to glow, and a white field of energy was cast over the schoolhouse; from what Eclipse could tell, it was a force field to block their escape.  Mere seconds after, a shrill alarm bell pierced the night's silence.

Eclipse was starting to panic now.  She knew exactly what that bell was, and she also knew that the alicorn outside was Celestia.  Both meant trouble for everypony in the Shades.  Trixie's voice burst forth in the classroom.

"What's going on? Who's outside? Trixie demands answers!" she shouted.

"Celestia's outside," Eclipse started, "And she does not look happy."  Eclipse ran towards her desk, and began to quickly gather her supplies. "This meeting is officially adjourned.  If you wish to not be detained, I suggest you come with me."  After stuffing her notes into a bag, she pushed the teacher's desk forward, revealing a small hatch.  She opened it, revealing Cherilee's secret path; her final escape route.  Regrettably for Eclipse, she had no idea where this path lead. She had never used it before.

"What the hay are you doing Eclipse?!" Palm Branch asked.

"Shut up and follow me, everypony!"  With that, Eclipse climbed down into the small path.  The rest of the Shades followed closely, shutting the door behind them.  The force of the impact was enough to shake the desk in front of this exit, and it was violent enough to knock a candle off of the desk.

Luna arrived outside with a small group of Celestia's elite guards.  Celestia gave them a small briefing about the situation, and lowered the energy field surrounding the building.  The guards moved in around the door, and prepared to kick it in.  One of the larger ponies stepped in, and with a quick buck, the door was down, allowing a rush of oxygen to come pouring into the room.  The fire in the schoolhouse, which had caught to a few wooden boards already, was quickly spreading now, and there was nothing the guards could do about that.  They quickly moved back, approaching Celestia and Twilight again, and asking them to do the same.  The group of ponies could do nothing now, except for sit back and watch the school burn.  Any evidence they could have hoped to find was now being consumed by flames and smoke.  The ponies inside however, escaped unharmed.  After about a half an hour, the flames that had been raging inside the building died down, leaving nothing but a smoldering wreck. Celestia turned to the head guard, and promptly told him:

"The guards are dismissed now." Celestia said.  Without another word, the guards flew off to Canterlot again.  Their wings beat against the night air, creating ever so slight disturbances.  A short silence occurred as they flew away, which was broken by Twilight.

"Let's go back to the library, and talk about this whole mess."

"That is the best course of action at this stage." Luna said.  Celestia nodded, and the three ponies began making their way back to the library.

Chapter 8 - Charcoal and Splinters

       Eclipse and the Shades made their way in silence along Cherilee's secret path.  They had made so many turns that they no longer had an idea of where they were going; but still, they trudged through the dirt path, heads low to avoid smacking them off the roof.  Eclipse looks on in the darkness, sincerely wishing she had thought to bring a candle.  Her eyes had adjusted well enough to see where she was going, but only barely.  As she made a turn to the right, she thought that she saw a light ahead.  A faint one, but a light nonetheless. She turned to look behind her, making sure that all the members of the group were present.

"Hey guys, I think I see a light ahead." she said, remembering to keep her voice down.

"About time!" Trixie shouted from the back of the group. "Trixie is getting very tired of this small path!"

"Trixie," Footnote said, "Keep your voice down.  We can't risk being found here."

"That won't matter if Eclipse here is right.  If there's a light, there's an escape."  The four ponies advanced on the light, getting closer and closer to it's source.  Eclipse was beginning to make out where the hole lead.  It looked very much like a basement, and as they got even closer, she could see papers strewn carelessly across the floor, and shelves filled with books. Eclipse made the assumption this was the basement of Cherilee.  It certainly made sense; after all, the path did come from the school. She turned back to the group again. "Stay here for a second." She advised. Footnote, who had been following right behind her gave a simple nod. The grey unicorn made a small jump from the little hole into this basement.  She landed on some of the papers, and struggled to keep her balance as the papers shifted under her feet.  The rest of the group followed shortly after her, each slipping on the papers a little bit as well.

"Where..." Palm Branch started, "Where are we?"

"To be honest," Eclipse said, "I have no idea."  She turned to observe the room a little bit more, noticing a window providing the light of the moon, and stairs that she could only presume lead to the main floor. "I think that this is Cherilee's basement.  I'll go up the stairs and have a peek."

"We'll stay here." Palm Branch said, as he proceededk to dust himself off.  "Shout if you need help though."

"Will do." Eclipse said, as she cautiously proceeded up the stairs.  She could see the top was closed off by some sort of cellar door.  She used her hoof to pry it open, and could see the inside of a home. 'Good.' she thought to herself as she open the door the rest of the way, revealing a sight she certainly wasn't prepared for.  This house wasn't Cherilee's.  It was her own.  Eclipse entered her own home, which she had never found to have a basement, and proceded to check the other side of the door.  It had been made from the floorboards, and had a small latch.  It was near one of her bookshelves, in an area that she never really used. "Hey," Eclipse called down to the group below. "Come check this out."  The sounds of hooves coming up the stairs shortly followed.

"What's going on Ecli-" Trixie stopped herself as she observed where they were. "Oh my gosh."  She stared at the room where she had been living for this past week and a half.

"How the hell did Cherilee manage this?! It looks like she lived under my freaking house for goodness sakes!" Eclipse shouted at the top of her lungs. "What else could she have hidden from us?!" Eclipse yelled in her confusion.

"Eclipse, relax yourself." Footnote calmly said. "She was our leader, and likely hid many more secrets from us.  Just have a look at Operation Dragon's Claw as an example.  That was one of her best kept secrets. We all knew about that little tunnel under the school, but we had no idea where that lead."  Eclipse remained silent.  Footnote was right, but right now, she needed more time to think.  More importantly, she needed to plan.  Celestia had seen her, and the school would most likely under intense investigation.  They'd find this little hidey hole soon enough, and come crawling down to find them.

"Everypony, make yourself at home for a few minutes.  I need some time alone to  think."  With that, Eclipse began to pace, while everypony else retreated into the basement.  This time was absolutely critical.  Celestia and the royal guards could be at her doorstep within minutes.  After all, Twilight, who she had also seen at the school, knew where she lived.  She needed a plan, and fast.  'Where could we go?' Eclipse asked herself. 'Anywhere in Ponyville is a risk; hell, anywhere else is a risk too.' She quickly ran through a list of places they could run to, in order to avoid Celestia.  "Hey, Footnote!" she shouted down the stairs.

"Yes Eclipse?"

"Think your place can hold the 4 of us?  We need to leave Ponyville, and fast."

"Are you out of your damn mind, Eclipse? My place is in Canterlot, and I'm far too close to Celestia!"

"That's a risk we're going to have to take." Eclipse replied. "Twilight Sparkle, who was with Celestia at the school, knows where I live.  This'll throw them off the trail, at least for a while."  Footnote was silent for a few seconds, pondering Eclipse's argument.

"Well then, we should get moving." The three ponies moved up from the basement again, ready to move towards Canterlot.

"Let's go." Eclipse said.  The four ponies donned their hoods again, and stepped outside of the door.  Eclipse realized that this could be the last time she set hoof in this house.  But, that was an occupational hazard at this stage.  She closed her door, walking away from the home she had grown up in and loved.

"Goodbye." She whispered quietly as she walked further and further away from her home.

=================

"Starry Night?" Celestia asked, "That's her name?"

"If your description of her is accurate," Twilight said, "then yes."

"She was a grey unicorn, with orange eyes and a slightly messy mane. I'm one hundred percent certain of this."

"Then it's true.  It is her." Twilight said. "I know where she lives, and I can take you there."

"There'd be no point though.  She's dead.  The fire in the schoolhouse had to have killed her."

"If that was true, where was she in the wreckage of the school?" Celestia thought about this question for a few seconds.

"She's right, sis." Luna said. "There would have been some sign of her left in that building."

"Well how did she manage to get out without us noticing, let alone past the magical field I had up?" Celestia asked.

"I have no idea, but since the wreckage has started to cool off, we can have a look for ourselves.  There might be something at the schoolhouse that allowed them to escape without being noticed." Twilight reasoned. Celestia and Luna couldn't help but agree.  "It's settled then.  We'll go look through the wreckage of the school for evidence."  With that, Twilight moved towards the door, exiting once again into the cold night, followed closely by the alicorn princesses.

===============

The Shades reached Canterlot without issue, and were coming up on Footnote's home now.  The group had kept quiet since they left Ponyville; they couldn't risk anypony figuring out who they were.  Besides, there wasn't much to talk about.  They just walked on through the night, ignoring the sights and sounds around them.  After finally reaching Footnote's home, everypony was certainly glad that there would be warmth in his home; the night had been so cold that Eclipse could have sworn she felt some frost on her cape.  He rapped quietly on the door, and it was answered by a small, dark green dragon with red eyes.

"And where do you think you've been?" Midna paused briefly, and observed the 3 ponies behind Footnote "Who the he-"

"I'll explain it to you later.  Right now, we just need to get out of the cold."

"Fine. Come on in." The dragon opened the door the rest of the way, and allowed the three ponies inside.  After they had all come in, she slammed the door, shutting out the cold night air.  "So Footnote," Midna started to say, "who the hell are these guys?"

"I don't believe you have been properly introduced to the rest of the Shades."

"I've met Cherilee, but none of these idiots."

"Midna." Footnote said, sternly.  The dragon rolled her eyes.

"Fine. I haven't met any of these fine folks."

"Much better." He turned his attention towards the Shades. "Remove your cloaks please.  There is no reason to hide in here.  We'll be safe."  Everypony else obliged, removing their cloaks and placing them by the door.

"The pale yellow one is Palm Branch, and the grey unicorn is Eclipse.  She's the new leader."  Midna's eyes met with Trixie's.

"And I know exactly who you are." The little dragon said.

"I should expect nothing less." Trixie said, "The Great and Powerful Trixie is known far and wide through Equestria."

"Yeah, right." The dragon muttered under her breath.

"These fine folks will be staying with us these next few days." Footnote told Midna,  "I expect you to treat them with respect, all right?"

"Whatever."

"Better than a 'no'." he said. "If you need me," he said to the group, "I'll be in my study, upstairs.  Knock before entering!" With that, he proceded to go up the stairs, before remembering one last thing.   "Oh, and Midna, be a good assistant and help our guests find their blankets. They should be in the basement."

"Ugh, fine!" Midna replied in a huff.

"Thank you." Footnote said, as he retreated onto the second floor. Midna turned back to the Shades, and rolled her eyes again.

"Whatever.  Let's get your blankets and stuff.."

============

Luna, Celestia, and Twilight had been digging through the wreckage of the schoolhouse for near a half hour now, with very little success.  They had found nothing of interest so far, and things certainly didn't look like they were going to change from there.  Morning was getting near, and Celestia would be needed to raise the sun above the horizon shortly.  The three ponies continued to search through the charred wreckage of a building that had once symbolized everything about learning.  Now, it was gone from Ponyville, and a new one would have to be built in its place.  Luna's horn was in a near constant glow as she lifted pieces of the building out of the way.  They were starting to get near the foundations of the school now.

"Celestia, how old is this building?" Twilight asked.

"Ponyville school was built almost 50 years ago now.  I remember opening it's doors for the first time, ushering in a new era of education in Ponyville." Celestia stated, taking a few seconds to pause. "Now, it's all going to have to be rebuilt." Luna had continued to surf through the wreckage during this small conversation.  The moon princess stood near where the teacher's desk had once proudly stood.  Her horn began to glow with magic, as did a plank of wood in front of her.  The plank began to float above the ground, and finally, she shifted it aside.

"Tia, come see this!" Celestia stopped what she was doing on the other side of the school, and made her way towards Luna. Twilight followed shortly after.

"What have you found, Luna?"

"Looks like a metal plate." The dark alicorn replied. "It has lots of debris around it though.  We probably won't be able to-" Celestia's horn began to glow with a lot of power, shifting the debris clear off the plate, unveiling it fully.  

"Never mind." Luna said, observing the metal plate.  It was covered in a layer of ash and dust, which Celestia quickly cleared off with a brush of magic.  Observing slightly closer, Luna found herself staring at a strangely familiar insignia. Her eyes widened in shock, as Celestia looked at her.

"What's wrong, sister?" Celestia asked.

"It's...not possible." Luna said, ignoring her sister's question. "We need to get back to Canterlot!"

=================

Everything was nearly silent at Footnote's place.  Most of the ponies had fallen asleep, save for Eclipse and Trixie, who had stayed up reviewing the plan, and just quietly chatting.  As they had talked though the night, the topic had shifted more towards the Shades, and more specifically Cherilee.

"So," Trixie began to ask, "have you ever really stopped to think about why we're doing this?  Why Cherilee wanted this?"

"To be honest, not really.  I just know we're doing it, fulfilling her orders.  I didn't know what her motives were. I still have no clue what they were for that matter."

"Well, do you think she left anything in the plan?  Any notes? Something?"

"Why don't we just have a look then?" She turned towards her saddlebags as her horn began glowing.  "I still have to pore over this whole thing, so why not start now?" The saddlebags silently opened, revealing the contents of papers and books.  She removed the plans for Operation Dragon's Claw, and brought them towards her.  "Got a light?" she asked Trixie.

"The Great and Powerful Trixie always has a light." Trixie's horn lit up, producing enough light to see the pages before them, but not enough to disturb any other sleeping ponies.  They began to look over each page, searching for Cherilee's motives.  At first, there was no signs of any motivation at all.  They looked over several pages of plan, exploring every detail and possible theory, looking for hidden motives in each sentence.  

As they continued to over-analyze the plan, Celestia's sun began to creep over the horizon.  Appropriately, the two mares had found themselves on one of the last pages, which depicted Cherilee's final spell which she would use to control Celestia.  Eclipse scanned over this page now, looking for anything that could provide a reason for this plan to even exist.  Near the Celestia's mane in the drawing of this final scene, she could make out a small couple of scribbles.

'Nothing significant.' Eclipse thought. Somehow though, those scribbles bugger her a little. She turned towards Trixie. "See anything?" Trixie pressed in to have a closer look at the page.

"Some writing near Celestia in that drawing, but other than that, no."

"Writing?"

"Yes, writing.  I don't know how you could have missed it." Trixie smugly smiled, gesturing towards the scribbles near the alicorn's mane.

"That's no writing, Trixie.  It's just some scribbles; nothing to worry about."

"And that's where you're wrong." She stated bluntly. "Use a spell to try and get a closer look at it."

"What, like a vision enhancing spell or something?"

"Yes." Trixie said, rolling her eyes. "Hurry up and do it.  We don't have all day!"

"Relax, Trix. Sheesh." Eclipse tried hard to tolerate that pony, but sometimes, she just became far too obnoxious.  Regardless of that though, Eclipse's horn lit up, and the spell was used.  The specific spell she had chosen would allow her to see things up to a mile away in perfect clarity.  Which also meant she could focus on some scribbles, which Trixie claimed was writing.  She looked into the scribbles, and found that Trixie was right; there was in fact writing here.

"Celestia and Luna; both tyrants and utter foals." She read aloud. "They fear the darkness, they fear it's might.  All we need now is the right time to strike."

"Cherilee, from what Trixie can tell, thought that the alicorns were tyrants.  It sounds like she knew that they feared the powers of dark magic, which we could work to our advantage, providing we can figure out what spells they fear."

"I might be able to help you with that." A voice said from behind them.  Eclipse and Trixie both turned to see Footnote standing in the doorway.

"Footnote!" Eclipse half-shouted. "Sorry to disturb you, we were just-"

"Going over the plan again, and questioning Cherilee's motives?" Footnote asked.

"Yes." Eclipse responded shyly.

"Thank you for being honest." Footnote said.  "In this group of murderers and chronic liars, it's nice to see a little honestly once in a while."   Murderers. The word struck Eclipse like a sonic rainboom.  It was obviously a comment directed at her.  Nopony else in the group had ever killed anyone.  Just her.

"We did find a little motivation though." Trixie contributed, "Or, rather The Great and Powerful Trixie did."

"And that is?" Footnote asked.

"She thinks that Celestia and Luna are tyrants and weak foals."

"And you don't?" he asked. Eclipse and Trixie froze, unsure of what was coming next. "It's obvious, and you should have known from the very start.  Celestia and Luna are complete tyrants, and need to be eliminated.  We need to rise up against them, for a better Equestria."

"Well, don't you have the impressive knowledge about all this?" Trixie said in an irritated tone.  "Anything else we should know?"

"I think you're fine for now.  Keep studying that plan though.  It's more than what meets the eye." Footnote quietly left the room, leaving the two ponies alone again.

"Why didn't we just ask the smart one in the first place?" Eclipse asked herself.

Chapter 9 - Investigations

Luna pored over a couple of pages in a rather thick book about the history of Equestria in the Canterlot Royal Archives.  Twilight Sparkle looked on, as years upon years of pure history whizzed past in the pages.  Luna was intent on finding something in here, but Twilight wasn't sure what at this stage, nor had she bothered to ask.  Celestia had left them not but a minute ago, in order to go raise the sun.

"Come on, come on!" Luna angrily mumbled, continuing to look through the book.  Twilight caught a glimpse of a page about Nightmare Moon.  Twilight finally asked Luna the burning question on her mind.

"Luna, what exactly are you looking for?"

"Twilight, I saw a symbol on the metal plate we had found at the schoolhouse.  It's a symbol that haunts my memory even to this day; all the horrible things they ahve done refuse to go away."

"Who were they?" She asked.

Luna stopped the rapid turning of the pages, and turned her attention towards the purple unicorn.

"They called themselves the Shades." Luna paused, contemplatively. "They are a fairly well kept secret in Equestrian history; the only records of them existing are kept here, in the Royal Archives."

"Why the secrecy about them though?  What did they do?"

"Unspeakable things.  They were very organized criminals, and commited acts of murder, terrorism, and other unspeakable treachery.  Some members even committed treason, and were hanged."

Twilight was speechless about this topic.  Murder, treason and terrorism? She didn't think that the pony she knew as Starry Night would be capable of such things, let alone being involved with them.  Luna continued explaining.

"Their leader was a unicorn by the name of Flare.  He was never caught while the group was in action.  Some believe that he found a way to eternal life; others believe that he still influences any remaining members of the shades, and others still believe that he is dead and gone." Luna paused. "Personally, I like the third option best.  Flare was a mastermind, and he was a gr-"

"That's enough about Flare." Celestia's powerful voice boomed through the room, scaring Twilight and Luna slightly.  "Get to the point of all this."

"Right. Sorry Tia." Her attention quickly refocused on Twilight. "What we saw engraved into that metal plate was what I remember to be the insignia of the Shades.  If this was true, it could mean that..."

"Mean that...?" Twilight responded.

"It could mean," Celestia spoke up, "that not only have the Shades, one of our great enemies, returned, but they have been active for more than 50 years now, biding their time." She paced back and forth in the room. "They would have been waiting for the right time to strike.  I suspect that, if all of this is true, they could strike soon."

Twilight was definitely picking up the fear in Celestia's voice.  What could these ponies do that Celestia and Luna, the royal alicorn sisters, have to fear?  Twilight shook these thoughts from her head, and suggested to Luna,

"Have you tried looking in the index for the Shades?"

Luna pondered this for a second, before quickly turning to the back of the book.

"Why didn't I think of that earlier?" She quietly asked herself. Twilight overheard this, and giggled slightly.

"Because you're not a librarian, princess." The unicorn responded quietly.  Luna smiled at her.

"I suppose you are right.  This is the sort of thing you do for a living, is it not?"

"Yep." she responded simply. Luna had made her way to the index, and quickly scanned across the letters, before coming across the 'S' section.

"Ah, here we are.  The Shades; page 206." Using some of her magic, she quickly turned to the page with precision.  A look of shock filled her face.  The first thing on that page was an interesting symbol.  Tendrils of black were wrapped around what appeared to be the sun, which in itself contained a 5-pointed star.  It was the exact symbol that they had seen on the plate.

"It is as I feared.  They're back." Luna calmly said, trying her best to surpress the panic she was feeling.

"Is it possible that they still have the influence of Flare?" Twilight asked.

"That, Twilight Sparkle, is not just possible. It's more than possible." Celestia offered.

===============

Eclipse and Trixie had gone and restudied every single aspect of Operation Dragon's Claw, and had worn themselves out, eventually falling asleep on the floor.  When Footnote left for work that morning, he had last seen the two mares passed out on the floor, noting they had fallen asleep awfully close to each other.  He smiled slightly at this, but quickly moved past the open door.  Upon arriving at the Royal Archives, he observed Twilight Sparkle, along with Celestia and Luna, on the top balcony.  He silently dodged them, avoiding any eye contact as he turned towards his normal office.  His small team of researchers was still tasked with researching anything and everything about dark magic.  He knew that Celestia was getting closer to finding him out, and was very distracted about every little detail.  He just couldn't slip up.  If he did, he would have failed Cherilee.

He approached and sat down at his desk in the cold, small, white room he called an office; he looked over a couple of notes he had left there, before going to check his mailbox.  It was nearly always empty, but to his surprise it had something in it today.  A small note from one of his researchers, detailing some powers of dark magic, a few of which Footnote himself could pull off.  This made him nervous.  After walking back to his thick wooden desk, he placed the note on top, and swiftly opened a desk drawer, and used a quill to open a small hidden compartment.  It popped open easily, allowing Footnote access to its contents; a few scattered notes, a small reference to Operation Dragon's Claw, and matches.  He quickly snatched up one of the matches, and closed the compartment again.  He grabbed his quill again, this time pushing it into a small hole in the side of his desk.

Another compartment of the desk, fully lined with metal and filled with ashes, revealed itself.  Footnote sighed.

'More paper, just gone to waste.' He thought as he struck the match, and brought it up to the corners of the small note. 'A crying shame.'  He quickly placed the now burning note into the metal drawer, and shut it tight. The note quickly became engulfed in flame, adding to the ashes in the drawer.  Footnote overlooked his 'research' so far.  It was, in all honesty, complete crap; every single word was a lie.  He even had gone as far as saying that "dark magic poses no threat to Equestria, and such magic can no longer be found in commonly available materials.  He hoped that would be enough to quell Celestia's investigations, and intended to hand it to her today.  Not personally though; that would be too risky now, especially if Twilight was with her today.  He would have it delivered by one of the messengers that made frequent runs through the castle. That would be the easiest way of keeping away from Celestia.  

With seemingly perfect timing, a knock came to his door.  It was a messenger mare, dressed in a bright red uniform that had so many pockets on it, a pony could easily hide anything they wanted to in there.  The messenger spoke up.

"Footnote, Princess Celestia has requested your presence on the balcony overlooking the archives."

'Damn.' Footnote thought.

"She states that it is urgent," the messenger continued, "and requests your immediate response."

"Alright, I'll be there in a few minutes." replied Footnote, "Thank you."

"Always happy to help." She closed the door gently behind her, leaving Footnote to contemplate the events that just transpired.

===============

Eclipse awoke in roughly the same place as she remembered falling asleep in.  Trixie, on the other hand, had gotten much closer to her than she remembered, let alone felt comfortable with.  She quickly and quietly scooted away from the blue mare, avoiding waking her up.  Eclipse didn't want to admit it, but she was starting to like Trixie a little bit more every day.  She couldn't explain why though.  She left Trixie in the room, and left for the bathroom.  She approached the mirror in the bathroom, noticing something slightly different about her mane.  Near it's base, it was starting to turn blood red, it's original color.  It hadn't been this color since her parents deaths; her outright depression at the time appeared to have lasting physical effects.  Now, the color had started to return to her life; she was leader of the Shades, an aspiration of hers since Cherilee had introduced her to the group, and she had started to regain a degree of happiness since then.  Now though, she knew that the blood red color would come to represent entirely new things for her.  It was both a manifestation of Cherilee's murder, and something that would remind her of how ruthless she was then; how ruthless she would need to be leading now.  She smiled at the returning color of her mane.

Palm Branch walked by, offering a kind good morning as he passed.  Eclipse mumbled something unintelligible back to him.  He just assumed that she said good morning as well.  A few minutes later, Eclipse followed shortly after him, satisfied with her appearance.  As they made their way to the main floor, Midna was already up and frustrated at something.  Eclipse didn't notice Footnote around, and assumed that he had gone to work with Celestia, which was a considerable risk considering last nights events.  Eclipse made her way into the kitchen, where Palm had already started on his breakfast of daisy pancakes.

"Well, it didn't take long for you to get down here.  Trixie still resting?"

"Considering she's not down here or in the washroom making herself look good," Eclipse started sarcastically, "I would have to say no."

"Figured as much." Palm said. "You get a decent rest for a change?"

"Only a couple hours, but I was too tired to care about where I slept.  The floor gets really chilly at night." Eclipse remarked.

"Yeah.  You want some pancakes?  I've already got a batch started, but I can double the recipe, no problem."

"That'd be nice.  Thanks Palm."

"Hey, it's no problem.  You know I'm here for you." Palm continued to make his pancakes, quickly adding more ingredients to the batter for Eclipse.  After a few minutes of prolonged silence while breakfast was prepared, Palm finally brought a steaming hot plate of pancakes forward.  He set two down in front of himself, and another two in front of Eclipse.

"Thanks." Eclipse said as she began to eat the breakfast in front of her.

"No big deal." Palm said. "So, what's life like as the new leader of the Shades?"

"Not too bad, or different for that matter." She replied with a certain amount of dullness in her voice. "My mane's color is finally starting to come back though." Eclipse said, pointing towards the red in her mane with her hoof.  "Makes me kinda happy, you know?"

"Ah, the red mane you once had.  I'm not sure how much I'm going to like that; I haven't seen it in such a long time!" Palm said, chuckling slightly as he stuffed more pancake into his mouth. "I'm sure it'll look fine though."

"Yeah." Eclipse smiled a little.  It had been so long since the two of them had actually sat down and talked.  She ate a little more pancake, as did Palm.  

"How's the scar holding up?"

"Meh. It hurts a little now and then, but it hasn't really bothered me.  I got vengeance for it, and thats what I'm satisfied with."

"Good to hear."  The two ponies sat in silence for a few minutes, simply enjoying their breakfasts. When the time came for the silence to break, it was Eclipse who had broken it.

"Hey, Palm,"

"Yeah?"

"Who's Flare?"  Palm Branch nearly spat out his breakfast at this question.

"What do you know about him?"

"I remember reading 'Flare will help us' a couple times in Operation Dragon's Claw.  He was really only mentioned a couple of times, and that's all I know." Palm Branch still looked stunned.  Had Cherilee really mentioned Flare in Operation Dragon's Claw?

"Look, I don't know enough about all this, nor do I feel comfortable answering that.  But, Footnote might be able to answer that question a little better.  Now come on, finish your breakfast."

===============

Footnote, having decided that he had spent enough time in his office, went up the stairs to the balcony overlooking the library.  He bore his report for Celestia in his mouth as he quietly approached the final flight of stairs.  Celestia had been waiting impatiently for the past few minutes now; Luna and Twilight were nowhere to be seen on the balcony now, just a menacing looking Celestia.

"You called for me, princess?"

"Indeed I did; over 10 minutes ago.  What have you been doing down there?"

"I was collecting my materials, and more specifically, this report." He placed the stack of pages in front of Celestia. "It details very much about dark magic.  I don't believe this to be a threat to Equestria though."

"Well then, your research is flawed." Celestia said, "Have you heard about the attacks in Ponyville last night?"

"No.  I have yet to settle in at home and read today's news.  What happened?"

"My student, Twilight Sparkle, was attacked at Ponyville Schoolhouse by a small gathering of evil ponies, one of which has been identified, but appears to have escaped." Footnote knew she was talking about Eclipse now. "A full scale hunt has begun in Ponyville.  Twilight said that she knew the pony as Starry Night, so we are going by that name." Celestia pressed in a little closer.

"You don't happen to know her, do you?" she asked.

"Never heard of her.  I haven't been down to Ponyville in ages."

"Do you remember the schoolhouse?"

"Yes. Very much so.  Lots of good memories from that place." Footnote remembered all the meetings that the Shades had ever had in there, as well as growing up learning in the old school.

"It's been burnt to the ground." Footnote was confused by this.

"I'm sorry, I don't believe I heard you correctly.  What did you say?"

"Ponyville Schoolhouse has burnt to the ground.  Nothing but ashes now."  This was news to him.  How did that manage to happen? Celestia continued detailing the events.

"After making eye contact with Starry Night, she proceeded to disappear, and hasn't been seen since then.  When she left though, about a minute after the alarm bell went off, the school gradually caught fire.  We presume it was to cover her trail."

"Well, that was smart."

"Are you suggesting you support this pony, Footnote?" Celestia asked agressively.  Footnote's heart rate was starting to increase now.  He had witnessed many of these events last night, but now that he was being questioned about them, everything was at stake.

"No.  I'm just observing her intelligence, that's all.  After all, burning it would leave no evidence."

"And that's where this all gets very interesting.  While no phsyical evidence of her presence was found in the school, we did find a metal hatch.  It bore the insignia of a former foe, and, when opened, led into a tunnel system, just big enough for 1 pony at a time.  We also observed 4 sets of hoofprints."

"What does all this have to do with me?!" Footnote shouted.

"You are dropping every single bit of other research I have assigned you, and you are studying a single topic. The Shades." Footnote's heart rate was at maximum now; he was being asked to investigate and study his own group.

"If the Shades are active again," Celestia continued, "I think a series of attacks on Equestria may very well be happening soon.  It would cause complete chaos across this peaceful land, to such a level that it would rival even Discord's chaos and anarchy."

"As you wish Celestia.  I shall get my team started on this immediately."

"That's the other thing.  Leave your team out of this.  I only want you researching this.  You are my top researcher, and I expect great things from you.  For now, I want as much information about these ponies as you can possibly produce.  Understood?"

"Understood." Footnote quietly trotted down from the balcony, and retreated back into his office.  His heart rate finally began to return to a somewhat normal pace now that the conversation with Celestia was over.  He was in charge of researching the history of his whole group now, for better or worse.

===============

Midna and Palm Branch has spent much of the afternoon neatening up Footnote's place.  It was about the only thing they could do around there anyway.  Eclipse had gone back up to the room from last night, studying more and more about Operation Dragon's Claw, anxiously awaiting the arrival of Footnote.  Trixie was napping, as she had done most of the morning, and once more in the afternoon.  When Footnote actually arrived at home, Eclipse was the first pony to talk to him.  She had waited so long to ask him now, and her curiosity was reaching its peak.

"Footnote, who is Flare?"

Footnote was shocked now, trying to think of the best way to answer this.  It was a delicate and touchy topic for him, and it would certainly become interesting for Eclipse.

"Eclipse, can't you wait until I get in the door?"

"No! I've already been waiting all day to ask you this!"

"Who told you to ask me?"

"Palm."

"What do you know about Flare?"

"Nothing, but as your leader, I command that you tell me; who is Flare?" Footnote sighed.  She had pulled the leader card, and there was nothing he could do about it.

"Flare was the leader of the Shades for many years.  He had discovered many secrets in his quest to eliminate Celestia from power; one of these secrets was the secret to long life." Footnote paused.  Eclipse was listening intently to every single detail.  She wanted to know everything about this pony.  "He lived through 3 generations of ponies, biding his time as he tried to take over Equestria.  He saw much death and destruction, and even the last of the Equestrian wars." Footnote paused.  Now, he was getting into more sensitive material. Eclipse could sense his uneasiness about the topic.

"Now, long life is not eternal life, and so, eventually Flare died.  I was a young colt when it happened, but wasn't there to witness it.  You, on the other hand, witnessed his death."

"I certainly don't remember that."

"You wouldn't.  You were a newborn filly." Footnote paused once again. "Tell me, have you ever looked under your back left hoof?"

"No.  Never had a need to."

"Well, have a look." Eclipse sat on her haunches, and bent forward to have a look at what was under her hoof.  She could make out a small symbol on it, resembling an arc coming from the sun.

"Flare's cutie mark is on your hoof.  But, do you know why?" Footnote asked.

"If I did, would I have even asked you about any of this in the first place?" Eclipse said, irritated. Footnote chuckled slightly.

"Fair enough.  See, when Flare died, he had one last trick up his sleeve.  When his hoof made contact with yours, he cast a spell with his dying breath, merging his personality, as well as some physical traits, with you.  Essentially, you and Flare are one and the same, and his specific personality can be called upon by you."  Eclipse no longer had any clue what was happening any more.  "He was a great strategic leader, and always made sure every single detail was precise and perfect.  It was why his plans almost never failed.  When he was solo, that is.  He never screwed up on a plan, not once.  It was his group members who failed him on many an occasion."

"You're going to have to explain this to me more, Footnote.  I don't quite understand."

"I will later.  How did things go around here?" Footnote asked as he began to settle in to the house.

"Quiet, but good.  How was your day at the royal archives?"

"Things are getting... interesting, to say the least."

Chapter 10 - Shattered Sanity

A couple of days had passed since Footnote had been asked to research the Shades.  Everything had remained peaceful and everypony was finally starting to get settled into Footnote's home.  He was a boring pony, so not too many people came by his house during the day.  In fact, Eclipse could have sworn that the local mailmare was the only visitor that ever came by his house at all.  Footnote arrived in the evening, slightly later than normal.

"Hello again, everypony.  You all stayed out of trouble?"

"Yes," Midna remarked,  "as boring as that is."

"Good to know." Footnote said.  As he continued into the home, Eclipse was up in his study, plotting away.  Celestia and Luna were already aware of their presense, as indicated by their request for Footnote to study the Shades.

'Now,' Eclipse plotted, 'we need to make them feel a little bit uncomfortable.'  Trixie entered the study, rolling her eyes slightly.

"Why are you still in here?" Trixie asked,  "Don't you have anything more interesting to do than sit there and read?"

"Well, sitting here and reading is vital if Operation Dragon's Claw is to be ready to go, not to mention work perfectly."

"Fair enough." Trixie said.  She had noticed that Eclipse's mane was almost back in full color now.  The sheen of the red mane was a brilliant look with Eclipse's sunset orange eyes, and light grey coat.  Trixie went to leave the study again, and go back to praticing some magic, when Eclipse spoke up again.

"Would you mind staying in here for a while?" Eclipse asked. "I've been kinda lonely lately doing all of this and I'd appreciate the company."

Trixie pondered this for a second.  Was Eclipse weak and dependent?  Had she made the right choice for their leader?  Or maybe this pony just legitimately wanted somepony to talk to.  Over the course of the past week, the two unicorns had noticed that, while they had their disagreements, they had begun to enjoy each others company.  Trixie's attitude even seemed to shift when Eclipse was around; her arrogance was starting to outright disappear.  And now that Eclipse was in a leadership position, her true colors were beginning to show through, both in her attitude, and physically.  Trixie was starting to warm up to this new stage Eclipse was going through.

"I'll stay." Trixie said.

"Thank you, Trixie." Eclipse said.  A couple minutes passed in silence, and soon, Trixie found herself shifting closer to Eclipse.  She noticed just how furiously she was writing, and was quick to ask about it.

"What're you writing?"

"Just some ideas." Eclipse said.  If we're going to do this whole takeover thing, we're gonna need to send Celestia and Luna a clear message. You know, shake 'em up a little."

"Trixie will help you however she can with this.  What do you have in mind?"

"Just a couple small things." Eclipse replied smugly.  "A letter of intent, a chance to surrender.  Things to let them know we're coming after them."  She turned her full attention towards Trixie.

"Wait, are you suggesting... terrorism?" Trixie was nervous about this thought.

"I wouldn't call it that." Eclipse said, chillingly. "I'd call it... warning. An indication of things to come."

"Well, what exactly are you thinking we could do?"

"Do you know how much Celestia loves Canterlot market?" Eclipse asked as she returned her attention to the pages in front of her.

"No idea."

"She used to visit it daily, and now even makes a point to visit once a week.  She often will buy things from ponies there, helping contribute to the economy and keep the ponies from starving.  She also believes that when she buys something there, it helps to boost confidence in each pony's abilities."

"Okay, so? What do we have to do with all this?"

"We,"  Eclipse started, "will burn it to the ground." Trixie's eyes widened in shock.  She was definitely suggesting terrorism now. "No casualties, just a wake up call for Celestia. I've got a couple of other ideas floating around too."

"Trixie is not sure how much she approves of this."

"Well, as your leader, I could tell you to do it anyway, and you would have to listen." Eclipse smiled. "Luckily, I won't make you do anything."

Trixie smiled nervously at Eclipse, wondering both what had gotten into her, and plotting a little something of her own.  A little bit of personally motivated revenge.

It was over dinner that Eclipse fully explained each attack.  Some of them were a little more aggressive than others, but each of the three attacks was given out.

"I want them all done tomorrow, are we clear?"

"Eclipse," Footnote interjected, "shouldn't we spread them out over a few days?"

"No." Eclipse bluntly replied, turning her attention to Footnote.  "We are aiming to spread panic as quickly as we possibly can.  To showcase just how fast we can strike her down."

"Of course." Footnote replied.

"Good." Eclipse said, now turning her attention towards the rest of the group.  "I'll lead the charge tomorrow morning, with the market attack.  Palm, Luna should be asleep around mid-day, so your attack will take place then."

"Understood.  This'll be interesting." Palm Branch replied.

"Footnote," Eclipse continued,  "keep your attack to the late afternoon.  Ponyville Square is pretty densely populated around then."

"My thoughts exactly.  I must say, you seem to have gotten a little more aggressive with your tactics."

"We're getting close to the execution of Operation Dragon's Claw.  Changes like this are going to be needed."

"Fair enough."

"And finally, Trixie will be available for anypony as they are needed.  We have worked out a small communication spell, so she'll be able to come help us if we need it."

"Trixie is at your service!" The blue unicorn piped up.

"Yes," Palm said, tone of irritation in his voice. "How could we forget about you?"

"Not very easily, Trixie assures you."

"Right." Palm rolled his eyes at this comment.

"So, is everypony clear on their actions?" Eclipse inquired.  A resounding "Yes!" was heard.

"Excellent." Eclipse said. "Everypony, get some rest.  We're going to need it to focus tomorrow."  With that, every last pony that sat around the table got up and went to various corners of the house to prepare.  Eclipse retreated into Footnote's study, Palm went into the basement to practice the conjuring spell he would need, and Footnote had gone outside to practice his special breed of magic for tomorrow.  Trixie was in the main entry, making sure that the small stone Eclipse had enchanted for communication was working.  All the pieces were in place, and now, it was time to set everything in motion.

Eclipse entered the Canterlot Market, wearing her hooded cloak, like she always did when in public.  It was early in the morning, and only a few of the shops in the market had even come close to opening.  As Eclipse gently trotted through the market, she stopped at an occasional stall, having a look at what they had for sale, appearing to be intrigued by the products the small stands sold.  She wouldn't be buying anything here though; that was not part of her plan.  

About halfway through the large market, she made a stop in front of an empty stand.  This one in particular was in the most popular area of the market, where hundreds of ponies would go every day to find some of the best produce around.  Her horn began to glow orange, and a small fire started beneath the unattended stall.  It made a faint crackling noise as Eclipse walked away, satisfied with her work.  The tablecloth on the stall caught, and soon enough, the entire stall would be engulfed in flame.  Eclipse made a point to make her way into one of the nearby alleys, before heading back towards Footnote's home.

Upon entering the alley, her horn lit up with a soft blue glow, and she began to speak.

"Trixie," she said, the spell conveying everything to Footnote's home,  "everything went off without a hitch.  Expect me back in 15 minutes.  If I'm not there, do not come looking for me.  If everything is alright, I'll be back there eventually."

There was silence from Trixie.  No response was returned to Eclipse.

"Trixie, please respond." The silence continued, only to be shattered by screams of terror as the orange glow of fire became more visible in the alley.

'Whatever.' Eclipse thought, 'She's not there.  Probably brushing her mane, or something stupid like that.' She rolled her eyes as she began moving back towards Footnote's home.

Back in the market, the first stall had become engulfed in flames, and the fire had already begun to spread to the many other stalls.  Nopony was gathering their stock, and everypony was panicking.  Various screams came from the marketplace now, as utter chaos began to work its way through the crowd.  Soon enough, the market was fully ablaze, smoke billowing into the sky.  The fire brigade had been called, as was on their way to get there.  It was then that Celestia looked out her window.  Having just raised the sun, she was exhausted from using all of that magic.  The feelings of exhaustion that she had would give way to a look of absolute horror as she looked upon the scene in front of her.  Canterlot Market was burning.

Celestia took a couple of steps back, and raced back towards the window, shattering the glass outright in a potentially ill-conceived attempt to try and save the already ablaze market.  She sailed through the sky with tremendous grace, cutting through the air with ease and precision. As she arrived near the market, the Canterlot fire squad arrived, unlike at the Ponyville Schoolhouse, where the fire brigade didn't bother to be present.  Dressed in their traditional blue fire gear, they were armed to the teeth with buckets and pumps of all shapes and sizes, ready to extinguish the rising flames.  As they moved closer to the fire, the ponies spread out, readying their sources of water.

"On the count of three!" The fire chief shouted.  Celestia used some of her magic to create a barrier around the inferno of a marketplace, sealing off the fire from the rest of the world, and preventing any harm to surrounding buildings.  There was so much history in this area that she knew couldn't be replaced.

"One! Two! Three!" The fire chief exclaimed again, as the massing of ponies used their buckets to dump large amounts of water on the fire.  The flames died down a little, and the ponies who had been given the pumps were furiously working to bring precious water to the fire.  Sweat was pouring from their brows as they furiously pumped up and down.  The water eventually had reached it's destination, and burst through the hose being controlled by yet another pony.  The water impacted the base of the fire with a great vigor, and the fire was being deprived of its lifeblood of oxygen.  As the flames died down, the water kept on coming, until it was finally doused in its entirety.  The ponies who had been manning the pump were very clearly exhausted by this whole ordeal.

Celestia's magical shield was lowered, and she began to feel a searing pain across her body.  As she turned, she noticed the various lacerations across her body, many of which contained various sizes of glass shard.

'Perfect.  I'll have a medic look at that a little later.' Celestia thought, as she quickly observed the scene of devastation around her.  She had a sneaking suspicion about who might be behind all of this, but nothing remained in the market to confirm this.  The fire chief quickly looked over the members of his squad, some of which had developed some minor burns from the scorching flames mere minutes ago.  He dismissed them, after thanking them for their work.  Each pony began picking up their equipment and the chief turned his attention to the Princess.

"Thank you, Celestia." He said, in his gruff, somewhat deep voice. "Without that shield of yours, I don't quite know what would have happened to all these houses."  Celestia observed the small houses behind the market, wondering what might have happened if she did not notice. She focused on the chief again.

"You're welcome."  It was at that moment that he noticed the various cuts across Celestia's body.

"Umm, are you going to be alright?"

"It's nothing serious." Celestia replied, toughing out the pain a little more. "I should be able to handle it until I return to the castle."

"Well, in that case, I had best be going.  We have some ponies of our own to attend to.  But do have that looked in to!" He said, finally turning away and heading back to the Canterlot fire hall with his squad.  Celestia also turned away from the market to head back to the castle, but not before shedding a tear.  All of those memories in the market, as she and Luna happily wove in between stalls those many years ago.  The layout of the market hadn't changed since then, keeping the same feel as it had once possessed.  Now, it lay in shambles.  Even if the market were to be reconstructed, it would never feel the same to Celestia.  Her heart was broken by this, and she silently trotted back to the castle, frequently wiping tears from her eyes.  The citizens of Canterlot observed this, but Celestia didn't care.  One of the final places that was part of her childhood was now gone; she had every reason to be sad and bitter, and she had every reason not to care about what others thought of her in that moment.

Mid-day couldn't have come any slower than it did for Palm.  For the morning, he had stayed in the basement, practicing the spell he would need for his attack on Luna.  Now, he finally felt confident in his abilities, and was finally ready to do this.  He packed his personal copy of Malicious Magics into his light blue saddlebags, and set off towards the gates of Canterlot Castle.  However, as he came closer to the castle gates, he slowly changed his course to dodge around the main gates, choosing instead to proceed to a clearing in one of the parks on the edge of the castle grounds.  It was a spot where no eye reached from the towers of the Castle, and where he was not within the sight range of any patrols.  Birds chirped happily in the various trees as Palm Branch arrived.  There was a gentle breeze and a very crisp feel to the air in that clearing.  To be honest, it was a relief for Palm to finally be out of the basement; it was getting rather stuffy down there.

He shed his light saddlebags, and opened them to dump the contents out; Malicious Magics, a quill, and a small, leather-bound book that he used as his journal.  He opened Malicious Magics, turning to the page he had folded the corner of.  He gazed upon the spell for a final time before casting it, being sure to overview its effects carefully.  Once he had everything in order, he proceeded to read the spell off the page.  As he spoke, a dark blob began to form mere meters in front of him. As he finished, he closed his eyes, and the blob before him turned into a dark purple smoke.  After another second, the smoke whisked off, swiftly heading into Canterlot Castle.

This was where he had to be careful.  If one of the guards saw the smoke, he risked being caught.  Thinking fast, Palm quickly molded the smoke into one of Luna's personal guards, and calmly walked the guard out into one of the hallways.  The guard made his way through many hallways, finally reaching Luna's bedroom, where two guards stood outside, ensuring the safety of the night princess.  Keeping himself calm, the dark guard of Palm's creation approached one of the stallions guarding the door.

"Good day, sir." The false guard said. "I've been sent to cover your shift while you go get some food, as you requested."

"I never requested to go get some food." The young guard replied, maintaining his position.

"No? Hmm," Palm said through his false guard, "that's certainly odd.  Oh well, I guess I'll go back now."

"Wait!" The real guard shouted at the false one. "Umm, now that you mention it, I am kinda hungry."

"Well, go and get something to eat, and I'll stand guard."

"Thank you very much!" The guard dashed off towards the kitchen, which was found in the complete opposite side of the castle.

'Awesome.' Palm thought, already proud of what he had accomplished. The other guard turned towards him now.

"Look, don't tell anypony, but I'm going to get some food too!  Can you keep watch?"

"Yes sir!"

"Sweet!" The second guard shouted, running off through the halls.

'Not even a "thank you?" How rude.' With that off his mind, Palm Branch refocused on the task at hand.  He looked through the eyes of his creation, and observed no other ponies in the hallway. 'Perfect.  Now, let's do this.'

With that, the pony disassembled itself, becoming a cloud of smoke again.  After the transformation was complete, the smoke seeped underneath the door of the sleeping princess.  Now that he was in, he stretched out a stream of smoke which resembled a hoof, locking the door.  There was no way that anypony was getting in now.  With that final move, and all the pieces in place, the smoke began to transform again at the command of Palm, this time turning into a tall, dark alicorn who wore sheets of metal on her head. The pony cast a spell to seal off the room from any sounds, in order to keep the events that would transpire in here a secret.

Now, everything was finally perfect, and Palm subconsciously smiled, before letting out a distinctly evil cackle that woke the princess of the night from her sleep with a shock.  As her eyes began to focus on everything in the room, she found herself face to face with Nightmare Moon, who she thought had been defeated by the Elements of Harmony.  No, she knew that had happened! Celestia had told her, and she could remember it too!  What was going on?

"You little foal! Thinking you could get rid of me!  Haha! It's far too precious!" Nightmare Moon shouted at her!  Luna screamed at the top of her lungs, as loud and long as she could, only to be greeted by more laughter from Nightmare Moon.

"Scream all you want, sweet Luna.  Your foalish attempts matter not! Besides," Her tone of voice shifted, "Don't you want to hear what I have to say?"

"Of course not!  You think that we do not know who you are?"

"My dear, I know that you know who I am.  And I know who you are.  So, we're even."

"Get away from me, foul mare! Return to where you came!"

"Tempting offer." Nightmare Moon muttered under her breath, "But, I think I'll pass."  she said sarcastically. The evil alicorn approached Luna slowly. "Don't you wish you could see Equestria bathed in your glorious night forever?"

"Of course not!"

"Now, now, no need to lie about things like that. I know you do." Nightmare was right.  Luna had been wanting to see the night last a lot longer than it normally did.  She needed to remain strong if she was going to fight Nightmare off, regardless of how she had even got there. Before Luna had the chance to speak again, Nightmare had spoken up.

"To be honest, you have been rather foalish about a lot of things lately, not to mention this most recent issue."  Nightmare began to slowly move around to the other side of Luna's large, luxurious blue bed. "Seriously, have you not noticed just how weak your sister has been acting?"

"She has been acting strongly, and in the best interests of the ponies of Equestria."

"And that's what it looks like on the outside." The illusion of Nightmare had made its way to the other side of Luna's bed, maintaining full eye contact as she had circled around.  "Secretly, she has been planning to overthrow you.  I've heard her talking with the guards; she thinks that she is capable of ruling by herself again.  And, just look at the past!  She already ruled alone for, oh what was it, a thousand years without you!" Nightmare was smiling smugly as the night princess' mind raced.  Could it be true? Could Celestia really want to remove her as the princess of the night?  It didn't make sense, but then again, neither did the fact that Nightmare Moon herself was standing in front of her, let alone talking.

"To top it all off," Nightmare continued, "she's been ignoring you over the past day or two.  She's getting ready to throw you out." Nightmare moved closer to Luna, now invading her personal space. "So what are you going to do about it?"

"GET AWAY!" Luna shouted as she slammed her hoof down onto Nightmare Moon's face.  With a loud bang, the pony before her exploded into a cloud of smoke which quickly faded away.  Luna began to cry into her hooves, unable to believe what she had heard and seen.

'It cannot be true. Celestia would never want to throw me out of my position.' Luna thought.  'Then again...' Memories of her thousand years on the moon came racing back.  She remembered just how lonely she had felt, and how unloved she had become.  And then she remembered who had sent her there.  She continued to cry, alone in her room, thinking about what Nightmare had said, and before too long, she had cried herself to sleep.

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