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.”

Next Chapter: Chapter 4 - Fight in the Forest Estimated time remaining: 1 Hour, 30 Minutes