Eclipse

Chapters

The Stranger
Final Preparations
The Party
True Colors
The Beginning...
The Middle...

The Stranger

Chapter one: The Stranger

It was another beautiful day in Ponyville, and the air was buzzing with excitement. Everyone was preparing for Princess Celestia’s birthday party, which was being held in the town on account of Twilight, who had insisted that the princess come to celebrate the event with the townsfolk rather than in Canterlot. Surprisingly enough to everypony, she happily agreed, and now preparations had to be made all over town for her imminent arrival the next day. Twilight, of course was overseeing the preparations for the event, and decided to stop by Sugar Cane Corner with Spike to check up on the food situation with Pinkie Pie. The lavender pony slowly trotted through the town, looking left and right to watch and record everypony’s progress.

“Spike, what’s the status of the party preparations so far?” Twilight asked, turning around to look at her small purple assistant as she continued on through the busy streets.

“Well,” Spike began, taking out an overly long sheet of paper, letting it fall loosely to the ground as he followed behind Twilight. “Rarity says that the décor is looking fabulous, and that she’ll have the whole town decorated for Celestia’s arrival by tonight. Fluttershy has all the birds preparing for her special musical number at her house as we speak, and Rainbow Dash reports that the skies will be all clear…” He paused for a moment, looking upwards. “…Now”

Twilight turned her head upwards just in time to see the light blue pony streak past in the sky at lightning speed, clearing the last of the clouds from the sky.

“Excellent," she added excitedly. "what about AppleJack and the main course?”

“AppleJack and Big Macintosh said the food will be some of the best stuff Celestia has ever tasted.” Spike quoted enthusiastically.

“Great! Now all we have to do is check up on Pinkie and the deserts, and the preparations will be finished just in time for Celestia’s arrival!” She turned away from Spike and began galloping away, quickly leaving her assistant behind. “Come on Spike, to Sugar Cane Corner!”

“Hey wait up!” Spike yelled picking up his speed and quickly wrapping up the list, tucking it under his arm. Twilight felt the wind flow through her mane as she dashed through the crowded streets, shortly arrived at Sugar Cane Corner and spotting AppleJack and Rainbow Dash talking outside.

“Hey Sugar Cube, how are things goin’?” Applejack yelled as the lavender mare approached.

“Yeah, is everything gonna be ready on time? I mean, not that "I" won’t be ready, or anything.” Rainbow added boldly.

“Yep, it should be,” Twilight said as she moved over to the group. “As long as Pinkie Pie did her part, everything will be ready for the party right on schedule.” She moved over to the entrance of bakery, using her magic to turn the knob. “I’m confident Pinkie Pie is-“ she began turning back to her friends as a large explosion of batter flew from the doorway, covering the her from head to toe in the gooey substance. The two other ponies immediately began laughing hysterically as Twilight stood, completely frozen from shock, just as a familiar happy-go-lucky pony bounded out of the door behind her.

“Hey Twilight, you can’t eat that! It’s for the party!” Pinkie Pie exclaimed, seemingly oblivious to the situation she had just created.

“I figured as much.” She grumbled in reply, shaking herself in an attempt to get the batter off of her coat, which still remained slightly discolored even after it was all removed. “I’m going to go out on a ledge and assume that you’ve finished with the deserts?”

“Well duh! I finished them like, forever ago!” The Pink pony said, rolling her eyes back in an annoyed look. “You really need to get with the times Twilight!”

“How did I know you were going to say that.” She said rolling her eyes. “Now where is Spike? I need him to finish the checklist!”

As soon as she spoke, a very disgruntled and tired looking dragon pushed between Applejack and Rainbow Dash and collapsed next to her, still carrying the now battered checklist under his arm.

"I'm here!" he panted loudly. "I'm here!"

“Ah excellent timing Spike, I need you to take a note…”

Spike groaned, taking a deep breath of air and pushing himself from the ground to unravel the list, only to be thrust back down as a yellow and pink blob tackled into him. Dust swirled up around the group, obscuring Spike from view. However through the screen of dust, they could just make out the silhouette of a Pegasus. It was a very distraught Fluttershy, rubbing her head as she recovered from the recent tumble.

“Whoa... Fluttershy? Is that you?” asked Rainbow as the dust settled around them. Fluttershy finished massaging her head, suddenly looking up with a fearful expression. She quickly began waving her hands manically in the air and pointing in the direction she had flown in from.

“Fluttershy? Oh good, I need a full report about the entertainment situation!” Twilight exclaimed, clapping her hooves together. Fluttershy continued her rapid arm waving, seemingly unable to speak, pausing only when Spike pushed her off of himself, gasping for breath. She hovered a few feet and began doing a series of strange moves and flips, babbling incoherently.

“Is something wrong Fluttershy?” Rainbow finally started noticing her friend's distraught, only to be interrupted by a loud voice from behind.

“What is all this racket!? Don’t you people know how strenuous it is trying to match all of these colors to maximize their fabulousness! I demand to know everypony involved in this !” A rather frustrated Rarity exclaimed loudly as she approached her friends.

“Somethings wrong with Flutteryshy.” Explained Applejack. “She keeps waving her hands around and pointing, but she ain’t said anything.”

Fluttershy continued waving her hands pointing off in a seemingly random direction, adding a few occasional meeps to her game of charades.

“Fluttershy, stop it with the games. I really need your report as soon as possible!" Twilight stated firmly, her patience wearing thin as was apparent from the tone her voice began to take.

"Man Twi, why are you being so harsh to Fluttershy?" Rainbow interjected, almost stunned at Twilight. She turned back to Fluttershy, fluttering up next to her and wrapping her hand around her shoulder. "Come on Fluttershy, whats going on? Just take a deep breath and tell us slowly." The yellow pony paused in mid-air, taking in a deep breath of air trying to relax herself.

"Ugh, we don’t have time for this! Fluttershy, if you won’t give me your report, I’ll just go check on your progress myself.” She stated angrily as she strided past her friends.

“Look Twi, she’s really scared right now. If ya would just simmer down and wait here for a few more-“ Applejack began then suddenly stopped abruptly.

“A few more what, Applejack? We can’t stay here and play guessing games with Fluttershy all day when there is still hours of work left to do for the Princess's arrival in case you forgot! As much as i'd love to help Fluttershy, I have plenty of other things left to do today, so if you'll-” She stated as she continued walking, interrupted as she collided head first into something or somepony. She fell onto her back, her world upside down. She saw her friends, their mouths agape and staring at whatever she had just run into.

“Oh my gosh I’m terribly sorry!” Twilight began to apologize as she rubbed her head where it had collided with the ground. She began to twist herself upright when she suddenly felt her body being lifted up by an unseen force, flipping her forward to face whoever she had bumped into. Her eyes grew wide with fear as she finally caught a glimpse of the figure she had run into. The pony, or whatever it was that stood before her was several feet taller than Twilight herself, and was covered from head to hoof in a dark brown cloak the dragged along the ground several feet behind it. She was ready to shout for help when she heard a friendly female voice from beneath the shroud.

“You should pay more attention my little pony, or you could really hurt yourself!” the voice happily exclaimed. She tried to say something, but her voice fell short as she was set safely to the ground, the magic barrier that had suspended her fading away. She looked up, her face sharing the same startled look as her friends.

For a moment, she thought it was Celestia wearing some sort of trench coat, “She has to be at least the same size as Celestia.”

Thankfully, the awkward silence was broken by none other than Pinkie, who bounced up and down happily. “Oh goodie, a new visitor!” She said jubilantly as the hooded figure turned to leave.

“Wait!” Twilight called out at the figure as it began to disappear into the distance. She shook her head, bolting off after the figure while the rest of her friends stood and stared. Pinkie Pie, unlike the rest of her friends however, began hopping off right after Twilight, disappearing with her.

“H-hey Twilight wait up!” Rainbow shouted as she took off after Twilight and Pinkie.

“Yeah don’t forget about us Sugar cube!” Applejack yelled as Rainbow blew off.

"Oh this isn't going to end well I can just feel it!" Rarity stated matter-of-factly, whipping her mane around her neck as she broke out into a sprint behind her friends.

"Oh dear..." Fluttershy finally chocked out, charging after the group. Now alone, Spike finally had collected himself to become aware again, sighing as he realized there was more running to be done.

"You guys!" He yelled after the group to no avail. Sighing heavily to himself, he grabbed the flattened list, tucking it back underneath his arm and sulking after his friends, now little dots in the background of ponies now flooding the once empty streets.

Twilight eventually caught up with the figure, jumping in front of her path to stop her. “Who are you?” she began asking as curiously and quickly as possible before the figure even had time to realize she had jumped in the way. “Why are you so big, and why haven’t I seen you before?”

The figure chuckled lightly lowering herself down to eye-level with Twilight. “Patience, friend. I’ll happily answer all your questions to the best of my ability.” She started slowly, suddenly surrounding the hood covering her face with magic and sliding it back behind her. She was a unicorn, with a beautiful white coat and a long, bright red mane that flowed in the wind similar to the way Celestia’s did. Despite her looks however, she had a gaunt look about her expression, as though she hadn't slept in a long time, or had just recently been through a traumatic experience. “My name…” she paused, “…Is Cherry, I’m so big because… Well I just am I guess. And to answer your final question, you haven’t seen me before because I just arrived back in Equestria.” She bent down further, now eye to eye with Twilight. “And just who are you, miss “pony-who-asks-so-many-questions?” she finished grinning happily.

Twilight twisted her head to the side curiously. Twilight Sparkle, but you can just call me Twilight.” She said blushing bright red with the realization of her excitement. This quickly faded as she thought of another question. "But if you just arrived in Equestria, where have you been all this time?"

"Oh, you could almost call it an extended vacation. I was off exploring the outer territories of Equestria, on an adventure!"

"So you're like an explorer?" Twilight interrupted beginning to shake with excitement. "You have to share some stories of your adventures with me!"

"Perhaps some other time little pony. I actually have some business in Canterlot to attend to."

"Oh my gosh are you in the Royal Exploration Committee?!"

"Well not exactly... But I really have to get going now."

"No don't leave yet! You gotta think of something to get her to stay!" Twilight began thinking quickly to herself. "Aw don't leave just yet! You could at least stay for the party..." she started, trailing off to entice Cherry to say the correct phrase."

“Party?" she began, and just as Twilight had predicted, Pinkie Pie, as if on cue, suddenly popped in between the two grinning from ear to ear.

“It’s a birthday party for Princess Celestia!" Pinkie began in her usual voice for when it came to discussing parties. "She’s going to come down tomorrow, its going to be so much fun! There’s going to be all kinds of food and party hats! Oh oh oh! And don’t forget about the games!” Pinkie Pie began droning on about the different events and ponies that would be at the party as she normally did. Twilight smiled as her Pink friend continued on about different flavors of cake, then stopped nervously as she turned and saw Cherry’s face change from a friendly grin to a dark stare. The large equine apparently noticed it, because she redirected it to somewhere off in the distance.

“Uh… Is everything alright, Cherry?” Twilight inquired wondering if it was the wrong idea to use Pinkie Pie in the delicate negotiations that were going on.

Cherry blinked twice, nodding her head as if she were in a trance previously. “Oh, I’m sorry Twilight, its just… I haven’t heard Celestia’s name in a long time.”

“Wait a minute, you know the Princess, like personally?” Twilight interrupted, growing more curious by the second. Before Cherry could answer however, the remaining ponies finally caught up, panting from the long run.

Cherry scanned the group, who now watched her carefully with tired eyes, shifting in place nervously. She smiled brightly at the group, looking back to Twilight. "Will you be introducing me to your friends miss Sparkle?"

"Oh of course!" Twilight said turning to the group. "Everyone, i'd like you to meet Cherry! She's an explorer who's passing through and may be staying for the party tomorrow!" She turned back to Cherry, pointing to each of her friends, listing their names as she scanned over them with her hoof. "This is Rainbow Dash, thats Applejack, Rarity, Fluttershy, and I believe you and Pinkie Pie over here have already been acquainted!" She finished grinning in as a friendly manner as possible.

"Well, i'm so happy to meet each one of you!"

Rainbow Dash hovered forward, her head hanging low. "Yeah, sorry for getting so freaked out at you back there..." She choked out, apologizing.

"Yeah, we did freak out a bit back there..." Fluttershy added quietly, blushing to herself.

"We all did act a bit... Hasty and the like. Hope you can forgive us ma'am." Applejack added.

"I believe I was more afraid of that absolutely dreadful thing she has wrapped around her!" Rarity finished in the only way she knew how, garnering angry looks from most of the group, except Pinkie Pie, who was still going on about the party, despite having started the discussion at least a few minutes ago.

“So… Will you be staying?" Twilight inquired as Cherry lifted herself from the ground, towering once again far above the rest of the ponies. "I mean, if you don't have a house or anything, you could always stay at the library with me for the night. It could be like a sleep-over!"

Cherry moved her hoof to her chin, looking up pondering the idea. "Well, I was supposed to be in Canterlot by Friday, and today is... Wednesday I think? I mean, I guess I could stay if-" she was quickly interrupted by a gleeful cheer by Twilight, who quickly turned bright red at her sudden outburst.

"I mean... Excellent!" Twilight corrected herself, her face still bright scarlet. "Now if you will all just follow me... Oh, wait... Where is Spike?" she said finally noticing the absence of her assistant. She squinted, looking off in the distance, eventually spotting a small purple dot against the horizon. "There he is! Everypony follow me!" she began as she began trotting off in the direction of Spike. As she passed by him, Twilight snatched him up and set the very tired dragon on her back, where he quickly dozed off, using the now torn checklist as a small pillow. The group, now complete, ventured on to the library.

Cherry followed close behind the little lavender pony as she led her and the rest of the group to the library where she would stay for the night. She ensured she kept the same carefree smile she had plastered over her face during he first encounter the whole way as to not draw any more attention to herself than need be.

“Not that anyone will even recognize me.” She thought to herself. “Strange that fate would have me meet Tia again so soon, on her birthday of all times. Oooh if only she knew who would be making a surprise visit." She snapped back to reality for a brief second, feeling her face twisted up in the same look she had made when the pink pony had spoken of Celstia. She corrected it as quickly, returning back to her thoughts. “But what kind of surprise will we give her?”

Suddenly, another voice appeared in her head quietly hissing at Cherry from the back of her mind. “After almost two-thousand years and your memory is still as sharp as ever I see. Completely forgotten about the entire plan again, haven't you? You would never have gotten this far if it hadn't been for me.”

“Yes of course Eclipse I know…" she thought slowly to herself. "We’ll just have to go over the plan again tonight, I suppose?”

“Apparently so, because you’re too incompetent to remember the simplest of schemes. Yes, we will review tonight, and you /will/ remember it this time. Is that simple enough for you?

"Y-yes Eclipse."

"Also, hide your emotions better! They will suspect something and it will endanger the whole plan if you keep losing control like you did earlier! We absolutely cannot miss out on this golden opportunity!”

“Yes… Sorry…”

“Don’t be. Fix it or you’ll never get what you want.”

“Alright… Don’t be so mean to me…”

"Don't forget your place, Cherry. You are mine, and if you don't follow my directions correctly, all of the choices you did made in the past will have been a massive waste of both your time and mine, and you don't want to know what happens to ponies who waste my time. Especially those who waste two thousand years of it." The voice added coldly. Cherry felt it echo around her brain several times before the voice disappear.

"I-I said ok! Stop talking to me like this, I won't fail you! she thought fearfully, snapping back to reality again as she nearly tripped over Twilight who was standing before a giant tree that she assumed was the library.

“Alright, we’re here!” Twilight said anxiously.

“It’s looks magnificent! You live here?" Cherry stated putting on the familiar cut-and-paste grin she had stored in her memory, struggling to push Eclipse's recent outburst from memory.

"Yeah I guess." Twilight said blushing, turning her attention to everypony else. "Alright girls, go finish up your jobs, and i'll be out to make the final preparations as soon as i've gotten Cherry settled in." waving them off. The group finally separated without much talk, each pony going off her own specified duty for the party.

“Yep, come on inside. The sooner we find you a place to sleep, the sooner we can finish up with the party preparations! Its gonna be a big day tomorrow." Twilight finished as she entered through the front door.

"Indeed it will" Cherry heard Eclipse add sinisterly in her head. She shivered as she followed the pony inside, shutting the door behind her with her magic.

Final Preparations

Chapter two: Final Preparations

Twilight gracefully climbed the stairs up to the library, ensuring that Spike remained safely on her back. She turned around to glance back at Cherry, who was slowly making her way up the cramped stairs. She turned back around and hurried up to her room, setting Spike into the little bed next to hers. "Sweet dreams my number one assistant." she whispered kindly, using her magic to tuck him tightly under his favorite blanket. He groaned sleepily and turned over on his side, grabbing the covers and pulling them further over his small body. Quietly trotting out of the room, Twilight shut the door with her magic and rushed down to meet with the large unicorn who stood by one of the bookcases, looking down at nothing in particular. Noticing Twilight's presence, she briskly turned back around to face her.

"This is an excellent collection of books you have here Twilight!" she commented politely. "I haven't seen this many books in years!"

"Thanks, but its really nothing big really." Twilight spoke modestly, blushing happily. "Now, lets find you a place to sleep for tonight." she turned looking into one of the doors leading to a room beneath hers, walking in and lighting a small wick that hung beside the door. She stepped in, notioning for Cherry to follow. The white unicorn lowered her head and almost had to crawl on her hooves and knees to fit into the small space, doing her best to maintain a friendly smile as she squeezed tightly into the room with Twilight.

"Its a bit... Claustrophobic... But I guess it will do for tonight, thank you."

"Alright, nows your chance Twilight. Time to get in on some of those stories she has. Twilight began schemingly to herself as Cherry adjusted her bed. "Now, I should really get going to help everyone with the party stuff... But first, could you share some of your notes with me from all your explorations please please please?" Twilight asked pleadingly hopping up and down with excitement.

"Well... I don't know... Can't you just wait till tonight little pony? I could really use some rest right now..."

"No, you're loosing her! Quick, think of something else!" her thoughts began racing as she looked off the the side nonchalantly. "I mean, not even just a teeny tiny page? Something to get my mind off it while I concentrate on my work for the party?"

Cherry sighed loudly, rolling her eyes. "I guess I could show you a /few/ of my notes..." she began as she was ultimately interrupted by an overjoyed Twilight, who shouted with glee jumping into the air. Cherry smiled, shutting her eyes as she lowered herself down to the floor at eye level with the lavender unicorn. She lifted her thick cloak high enough to reveal a large bag strapped over her back. Carefully, she lifted a large folded up map, and probably the thickest book Twilight had ever seen from the pack, closing it up and hiding it as quickly as she had retrieved the two items. Setting the book aside, she opened the map with her magic, laying it out before the two. The map stretched what seemed like a mile in each direction as Cherry rapidly unfolded the faded yellow paper.

Twilight stared curiously at the map, surprised at how small Equestria seemed when compared with everything outside of its borders. At the top of the map, next to the key was the title that read in modest letters "Map of the Known World: by Cherry..." the last name being scratched out with pencil.

"You drew this yourself?"

"Well, yes I suppose. It wasn't overnight if thats what your asking. This is just a small portion of the results of my explorations and studies, cumulated onto one sheet of paper." she added boldly.

Twilight studied the map closely as Cherry continued to speak, noting all the important Kingdoms surrounding Equestria when something caught her eye. A massive black dot in the center of a small Kingdom to the west with the words "Badlands" underlined twice. "Uh... Cherry? What are the "Badlands?"

Her gaze turned dark. "The badlands... A dark place... Evil in every sense of the word."

Twilight shivered as the room around her suddenly turned cold. The candle flame flickered gently in some hidden breeze as Cherry continued ominously.

"It is a place of darkness... Pure evil and malice have shaped the landscape; twisted it into some horrible behemoth of relentless sand dunes that swallow up anything who comes near. It is the very essence of death itself."

"R-really?"

"No, not really." Cherry finished lightly smiling as the room suddenly returned to normal. "It is a dangerous place there is no doubting that, but not the way I made it out to be. The Badlands where actually the first place I visited on my travels."

Twilight breathed a heavy sigh of relief, hoping Cherry would stop her tricks after this incident.

"What is interesting about the Badlands, however, is that they appear to have been inhabited at some time. I have some notes if you're interested in looking over them with me."

Despite her growing interest in the stories of the distant Badlands, Twilight knew she had to be out to help her friends if the party were to be ready on time. "As much as i'd love to Cherry, and i'd /really/ love to, I have to get out and finish up with the party stuff and..." Twilight began trailing off.

"Oh, I understand. Don't worry, I'll still be here for when you're finished."

"Great! It shouldn't take much longer," she spoke back to her as she began walking out of the bedroom and down the stairs. "If you need anything, Spike is upstairs sleeping, so you just have to wake him up!"

"Alright, thank you miss Sparkle!" Cherry shouted as Twilight finally left the house. "I'll be fine..." Cherry said, slumping down to the ground and looking over her map.

"Is she finally gone?" Eclipse whispered Cherry's mind after several minutes of tense silence.

"Yes... We're alone now." Cherry stated out loud to herself, confident that Twilight had finally left. Despite being able o communicate with Eclipse through thought alone, she preferred speaking to her out loud despite the social awkwardness it brought upon her if she wasn't in fact alone.

"About time... I never thought she'd stop talking. Now we can finally begin preparations for tomorrow. Go out and search the library, I need you to find something for me.

"What am I looking for? A book? How is that going to help me for tomorrow?" she asked, confused at Eclipse's strange request.

"What you will be looking for, is any book detailing the strange objects that were used to destroy me in the past and a possible way to harness their energy. We need to make sure that Celestia discovered their powers for if she has, she will probably do to you the same thing the six who created the objects did to me."

She frowned, looking up at the huge bookcases that surrounded her. "What six did what to you? What objects, what are you even talking about Eclipse? This is the first i've heard about any of this."

She heard Eclipse sigh in her head, the first time she had ever heard her do so in fact. It caught Cherry off-guard as she waited a few moments for a response.

"I think its time... You heard my true origins." the voice stated pausing.

Cherry began to say something, but stopped as her world began to become engulfed in shadows. She started frantically looking for a way to escape but it was too late. Eternal blackness surrounded her in every direction completely removing her from the world. There was a sudden flash of light, and a small white alicorn calmly strode over to her through the blackness. Cherry cringed as it opened its eyes, revealing completely black eyes with intensely white irises.

"Three thousand years ago..." It began in a loud familiar voice. "...I ruled these lands... This kingdom now know as Equestria," Eclipse continued, spite and anger filling her words. "Everything was as it should be, as it had been for the thousand years before it. There was no war, no starvation, no suffering, everyone everywhere was happy under my rule as Queen."

Cherry jumped as the blackness that surrounded her suddenly filled with light, transporting them from the void, to a bright green field full of tall grass swaying gently in the breeze. In the distance was a large floating castle very similar to the one in Canterlot that Princess Celestia inhabited. What caught her eye however was the sun, which appeared to be in an almost total eclipse, illuminating the landscape in an eerily white glow from the light branching out from behind the moon; the sky surrounding it completely black.

"Of course... Good things aren't meant to last forever, it seems." she added, taking on a sadder tone. "For after a thousand years of peace and prosperity, a group of audacious rebels saw fit to bring an end to my rule.. The world around Cherry suddenly rushed towards the castle, bringing her and Eclipse behind six silhouetted ponies that stood outside the castle gates. They began moving again quickly, ascending up the walls of the castle into a massive throne room, where a majestic white alicorn stood, its dark obsidian mane drawn up into spikes behind it. As the six silhouettes entered in unison it stood and outstretched its long, dragon-like wings.

Cornering me in the throne room, I had no choice but to fight the six on my own. Eclipse continued, turning to the shadowed figures as they lunged at the lone alicorn. "Even outnumbered however, they were still no match for the power of a Queen, and one by one they fell before me!" she continued boldly, smiling as the now shadowed alicorn, who had once seemed in danger, quickly gained the upper hand.

Cherry cringed as one of the figures, a pegasus who had flown over top of the alicorn to try to get behind it, was impaled on its horn as it waved its head back, then limply tossed aside like a rag doll. She shut her eyes as it began to slay each of the smaller shadows

She swallowed loudly, settling her stomach and gathering her courage, she opened her eyes to a throne room covered by dark spots, five bodies laying scattered around the room. She assumed the worse, as a small tear dripped from her eye, looking back over to Eclipse as she continued.

"Only one of the six remained, stunned by my prowess and efficiency and shocked by the death of her friends I assumed victory. As I cornered her, I offered her a chance to surrender and pledge her allegiance to me once more. Eclipse continued, a shadow forming around her body. "Perhaps I was to merciful, as this was to be my greatest mistake. Taking advantage of my one moment of mercy, she cast one final spell. I simply observed with curiosity as a bright light engulfed the bodies of her fallen comrades, turning them into small stones. I could only laugh at first... She was concealing the identities of her friends so that their families would not be disgraced I thought!" she continued, almost giggling to herself darkly.

Cherry watched the small lumps behind the final two shadows begin to change and glow in the image before her with growing curiosity. The cornered unicorn also shared the same glow as her friends.

"Oh if only I had know what she was doing... Before I could regain myself, the spell had been completed, compressing her friends remaining energy in objects of great magical power. Eclipse continued, almost completely hidden from view now, darkness encroaching on Cherry's vision as well. She desperately tried to focus on the events that played out as Eclipse continued speak. "I decided to end her pathetic attempt with a final blow from my magic. But as I lashed out, my magic bounced off a translucent wall of energy as though it were nothing. By now, I could only watch as the mare harnessed the powers of the objects, creating a sixth one herself. And then...

As soon as Eclipse finished, Cherry was blinded as a multicolor light flashed, consuming everything in the room in a bright rainbow of colors. "I remember the flash, but nothing more. Because at that moment, my body was destroyed and my mind blew into oblivion. Eclipse finished as she finally faded from view, consumed by the shadows. "You must learn what destroyed me Cherry and use its power in your battle against your foe... For if Celestia possess the same objects that were used to destroy me all those years ago... she began again as the room suddenly flashed, pitting Cherry against a much larger, and menacing Celestia, staring deeply at her with anger. "... She will not hesitate to use them against you when she sees that you have returned after your... Punishment. And you will fall. Just as I did before you."

Cherry froze with fear, her eyes growing wide as she felt Celestia's stare penetrate her mind and soul. Six obscured objects hovered in the background, surrounded her and began to glow brightly. She felt tears stinging her eyes as Celestia raised her hooves above her. "Tia... Please, don't..." she pleaded quietly as her childhood friend brought her massive hoof down onto her, shattering her world into a thousand glass-like pieces as she fell into the darkness...

She kept her eyes shut for what seemed like eternity, trying to deny what had just happened. After a few minutes, she tediously opened one eye, realizing she was not in the void any longer, but back in the dimly lit room where she was staying for the night. She felt sweat drip from her forehead and her heat beating at about a hundred miles a minute. "Maybe it was... All just a terrible nightmare?" she thought to herself, quick to dismiss the horrible images she had witnessed as reality and calm herself down.

"I know what you're thinking Cherry... the dark voice in her head answered, returning Cherry back to reality. "Those images were not real, but will become real unless you are willing to do what is ultimately necessary to defeat Celestia, and I think you know what must be done." Eclipse spoke, pausing to allow her words to sink in. They had the desired effects, causing her host to break down into a heart-wrenching sob.

"She was my friend! How could she have-"

"Done something so terrible to you? Tossed you out her life; /your/ life?" she continued, provoking Cherry. "Your closest friend... cooed Eclipse in the dark corner of her mind. "To banish you was one thing... But to the Badlands? And for what? A little argument that didn't end in the spoiled new princess's favor?"

Cherry sobbing continued as she hid her face beneath her hooves, trying to reject the images of her banishment almost a thousand years ago from her mind. "I shouldn't have yelled at her... Tia..." She whimpered through her tears.

"Your outburst was completely natural... Anyone would have done the same thing in your position." Eclipse added slowly, nudging the conversation in the direction she sought. "But now... That is behind you. You have one final chance to make things all better..." she whispered. "The question is, what will you do now, Cherry? Give up after two thousand years of preparation and continue to sob in this tiny room until tomorrow, only to disappear with the rising of the sun; or stand and defend your honor which was taken from you all those years ago by your so called "friend"... Your choice. Learn your friend's hidden power and harness it as your own... Or die."

She felt Eclipse fade from her mind after those final words. For the first time in while, Cherry was truly alone. Tears continued flowing as she picked herself up from the bed, sliding to the floor. She stood for a few moments, looking down as tears fell from her eyes like raindrops splashing against the ground, before exiting the room to begin searching for the information that could possibly save her life from the friend she had once cared for.

The Party

Chapter three: The Party

Twilight slowly stumbled to the library in the darkness of night. The finishing touches to the town for the party had taken much longer than expected, especially with Pinkie Pie and the cake incident. As she walked up to the door, a book flew through the upper story window, shattering the glass above as the thick tome fell next to her. Barely half awake, it drew almost no response from the tired mare for several seconds before she was finally shaken awake from pure panic.

"Wait a minute, what the hey?!" she yelled as she rushed up the small flight of stairs to the library, finding a distraught Cherry shifting through a small pile of books she had recently dragged from the shelves.

"Cherry! What in the name of Equestria are you doing!"

The cloaked unicorn suddenly turned, tossing the book she had been looking at up into the air, only uttering a surprised murmur as she stared back at Twilight.

Twilight stood with her mouth agape, slowly studying the library, which had strewn books covering almost every square inch of the floor from where they had obviously been carelessly tossed aside by her guest. "Wha... Why?" was all she managed to utter as she stared at the carnage.

"I was um... Just looking for a book..." she responded modestly.

"What book? What could you possibly be looking for that you had to trash the entire library in an effort to find it!" the lavender unicorn responded, barely able to contain her disbelief.

"Well you see, um... Thats just it. I'm really not sure what book it is exactly..."

A string seemed to snap in Twilight's head, her eye twitching uncontrollably. "You... Don't know what the book you were looking for... Is called?" she began slowly.

The larger unicorn paused for a few moments, pondering her answer before slowly nodding back in response.

"Well why didn't you ask me of Spike for help! I mean are you insane or something!?"

Before Cherry could respond back, the door above suddenly burst open, startling her. She jumped up, flinging her long cloak off of her as a disgruntled dragon approached the edge of the balcony, looking down with tired eyes.

"Could you guys keep it down in here?" Spike pleaded sleepily. "SOME people are trying to sleep around here!"

Neither Twilight nor Cherry responded, so he assumed they had taken his advice. He shrugged, returning to the bedroom and slamming the door behind him grudgingly.

Twilight ignored Spike and stared at Cherry, who slowly picked herself up from the floor, shaking her head from the impact with the floor. Her eyes flew open in fear as she turned around, realizing her cloak had fallen off as was laying far across the room in a ball, her wings outstretched. The revealed alicorn turned nervously back to Twilight, who appeared frozen in place.

"You- you're a- how?" she stammered as her eyes remained locked on Cherry's wings.

"Uh-um... Y-you're just- um..." Cherry stuttered, panic quickly growing inside of her as she realized her cover would be soon blown if she didn't act immediately.

"Say something you imbecile!" Eclipse practically screamed inside of her head.

"You're um... Dreaming!" she suddenly blurted out, panting as an awkward silence suddenly filled the room.

"I'm... Dreaming?"

"Uh, YES!" Cherry shouted, putting on the spookiest voice she could muster as she hopped on the idea. "You're having a teeerrrribblee nightmare!"

"A nightmare?"

"Um... Yeeeeeeesss?"

"If I'm having a nightmare... Why haven't I woken up yet?" she asked groggily.

"Erm... Becaaaauuuuseee it's one of those nightmares where... Um you just can't wake uuuuppp!" Cherry continued, waving her hooves in front of her as an added effect. Another awkward silence passed as the two simply stood staring each other, waiting for one to break.

The lavender unicorn suddenly brought a hoof to her forehead, rubbing it gently. "I knew I shouldn't have tried Rainbow's cupcakes..."

"Y-Yeeeeeesss! Rainbow's cupcakes have created this nightmare! This terrible, terrible nightmare! You should probably go upstairs and sleeeeeep!

Twilight nodded slowly, moving towards the steps to her room. "Yeah... Maybe I should just sleep this off... *Yaaaawn*"

"Yes! Wait, I mean... Yeeees!" Cherry continued, putting on the biggest smile she could muster whilst holding her breath as the unicorn slowly made her way up the steps to her room, finally leaving with a loud slam of the door. She exhaled loudly, looking over to her cloak across the room. She picked it up with her magic and slipped it back on over herself, once again hiding her wings, along with her true identity.

"That was too close." Eclipse whispered to her as she returned to one of the shelves to continue searching.

"Yeah... But I think that got rid of her for the night... Hrm... Do the Elements of Harmony ring any bells?"

"Let me see the book."

Cherry picked up the book, levitating it in front of her as she flipped past several pages. The voice in her head chuckled darkly as she stopped at a specific diagram in the middle of the book.

"Yes... This will do just fine..." Eclipse whispered coldly, sending shivers up Cherry's spine as she set the book down to read.

Morning came quickly for Twilight, and though she questioned the strange dream she had experienced over night, the mare simply dismissed it as a side-effect to the stress, and soon became distracted by last minute preparations from the party to care. Followed in tow by Spike, she oversaw the last-minute progress for the party. The event itself was to be held in a quaint meadow near Fluttershy's cottage, and things couldn't look better. The tables were beautifully adorned with silk cloth decorated with gems of different colors and shapes; courtesy of Rarity, who was finishing up the last of them on the far side of the area. Rainbow Dash and several other pegasi were seen flying over-head sweeping away a few stray clouds that had somehow escaped yesterdays cleaning. Everypony was hurrying about once again doing their respective duties, and Twilight was at the epicenter of it all, recording every change.

"Alright, everything checks out so far. Anything I'm leaving out Spike?"

The dragon looked down the torn up list from yesterday, looking at the tick marks he had made. "Nope, everything' A-OK for the party!" he responded happily.

"Excellent, and not a moment too soon." she enthusiastically added as she looked up at the sun in the sky, checking the time. "The Princess should be here in about half an hour so we should be able to get set up right quick. Alright Spike, tell everyone to get into position, its party time!" she exclaimed smiling joyfully.

Now done with most of the party, she began looking for Cherry, who had mysteriously disappeared from the library overnight. She had looked all over town but still couldn't find any sigh of the large unicorn. She spotted Applejack carrying a large cart of food next to Big Macintosh.

"Maybe they've seen Cherry." she thought as she sprinted over to catch them, right as they began to unload the food at one of the long buffet tables. "Hey Applejack, hey big Macintosh!" she yelled out as she drew closer.

The two turned as smiled as their lavender friend approached. "Hey sugar cube, how's everything goin? We got all the food, here just like you asked."

"Excellent Applejack, it all looks delicious!" Twilight noted, panting from the short run over. "But thats not why I'm here. You two haven't by any chance seen Cherry around anywhere, have you?"

"But... Wasn't she stayin you Twi?" Applejack asked quizzically.

"Yeah, but she must've left some time during the night because when I woke up, she was gone."

"Huh, you don't say. You haven't seen Cherry anywhere, have ya Big Macintosh?"

"Nope." came a reply from the big red colt as he fiddled with the piece of grain in his mouth.

"Well, I'm stumped sugar cube." she replied looking around. "I'd check with everyone else though before you start jumpin to conclusions like you always do. Anyhow, the Princess should be here any minute now, so you should probably get ready."

"Ugh... You're probably right. I'll ask around some more after the Princess has arrived. She may even arrive with the Princess! Thanks Applejack!" she said, turning around and running off to go check on other parts of the party.

Applejack stared off at her friend and she dashed off, turning to her brother. "She's one strange pony thats fer sure..."

"Eeup" replied Big Mac, who lifted up some plates onto the table as he began to unload the cart.

A few minutes passed as Twilight made some final check-ups on the party, when she suddenly heard a loud boom off in the distance. She turned, shivering excitedly as she saw the Princess's chariot bolt from the castle far off in the distance. She took one final look around her, making sure everything was in pristine condition. "Everypony ready?" she yelled out.

"Ready!" responded a dozens of voices as everypony got into position. On cue, Fluttershy, up in the trees, grabbed a small stick and turned a choir of birds assembled on a branch above. Acting as the conductor, she began waving it lightly, directing the birds into song as the Princess's chariot pulled into the field, crunching loudly on the dry grass. As it came to a halt, everypony around bowed politely to the two princesses inside. Princess Celestia, accompanied on her right by Princess Luna, stepped from their chariot, Celestia's long rainbow mane billowing in an invisible breeze as it usually was. Luna kept her head down slightly as her older sister smiled over the crowd, noticing her apprentice approaching from amongst the crowd.

"Twilight Sparkle," she spoke majestically as Twilight finally reached her, bowing in respect in front of her. "Thank you so much for going through all this trouble just for me."

"Oh Princess, no thanks our needed. The honor is ours." she began as two guards stopped on either side of the Princess. "All the greetings aside, let the party begin!" she yelled, everypony else cheering with excitement and tossing up confetti. Luna was of course, suprised by this sort of behavior in the presence of royalty and her face certainly showed it. Before she could act however, she was settled by her sister, who simply smiled and followed her pupil to her table.

After the initial presentation, the party began without a hitch. More guests shortly began arriving after the Princesses, dressed elegantly in long flowing outfits. Fluttershy kept the birds singing for a short while, providing a pleasant atmosphere until the orchestra arrived to give them a break. Everyone had finished their respective duty right on time, and everything was going exactly as Twilight had imagined it would. Except for Cherry, who was still missing, and despite her best efforts to find her, she remained missing.

Twilight moved up to the entrance of the party, hoping that perhaps she had just gone out to run some errands, and would arrive late. The entrance itself was lined by a velvet rope that led to a small podium where a very well dressed colt stood, looking over a small list while speaking with some guests. He turned as he saw Twilight approaching, adjusting his posture.

"Good day madame, how may I be of assistance?" he asked politely in a thick Prance accent.

"Good day sir, I have a few questions I need to ask you."

"Madame, whatever they may be, I shall answer zem to ze best of my abilities as Royal attendant."

"Oh thank you. You haven't perchance seen a large unicorn enter, probably dressed in a long flowing cloak?

"I cannot say I have, madame. I'm sure I would have noticed someone with such a horrendous outfit.

"Oh, well could you keep an eye out for her then?" she asked, sighing with disappointment. "She was supposed to be here earlier but she disappeared this morning. She won't have an invitation so could you just-"

"No. Absolutely not." he interrupted harshly.

"Huh?" Twilight stopped, confused. "Why?"

"I am under ze strictest orders possible to not let any suspicious characters into ze party, especially those without an invitation." the attendant began.

"But, I have her ticket right here..." she said, levitating the small sheet of paper in front of herself.

"Oh..." he stated blushing. "Well then- Ehem- I shall keep my eyes open for zis "special guest" of yours, madame."

"You will?"

"Or course, what do you think I just said?! I will do my best, but for now, I must return to my duties and admit these guests!"

"Oh, of course. Sorry sir"

"Hrm, very well. I must bid you adieu madame Sparkle. Enjoy ze party!"

Twilight nodded politely back and returned her attention to the party, crisscrossing between tables and guests looking for Cherry. "Ugh, where has she gone off too? If she was so excited to meet the Princess, why did she suddenly disappear like that?"

Sighing, she looked around her at all the guests, seeing if she could pick Cherry out of the crowd. "One of my friends /has/ to have seen her. Looks like I'm just gonna have to ask around. she thought. With this in mind, she began to seek out everypony she knew at the party, starting with Derpy Hooves. Several dozen minutes of asking later, she finished up on Rarity and Rainbow Dash, completely exhausted and still no closer to finding her guest.

"... So none of you have seen Cherry?" Twilight asked panting.

"Well I thought she was with you darling." Rarity said dubiously.

"Yeah, I mean, why would she even wander off in the first place?" Rainbow added. "She was the one who wanted to meet the Princess."

"Well if you don't know where she is, then who does!" Twilight nearly shouted, frustrated out of her mind with the whole Cherry business when she overheard two familiar voices at the party entrance.

"Madame, I simply cannot let you enter without an invitation."

Twilight turned, hearing this to find a familiar hooded figure standing at the entrance conversing with the Attendant.

"There she is! I'll be right back girls." she yelled back as she rushed over to the two, stepping between them. "Don't worry, she doesn't need an invitation, this is the guest I told you about earlier, remember?." she explained to the attendant.

"Zis poorly dressed ruffian, is your special guest?" he responded curiously, eyeing Cherry cooly.

"Uh... Yeah?"

"Hrm..." he paused, rubbing his chin in thought, before quickly nodding. "Alright then, begone! My time is wasted here!"

Cherry said nothing as she passed by the gate and followed Twilight in between guests through the party, glancing around furtively. Twilight studied her for a moment, before she began to question her of her whereabouts.

."So, where the hey were you? I practically turned this town upside down looking for you!"

Cherry kept her face hidden as she softly spoke, a certain tiredness about her voice. "I was just around..."

" 'Just around', thats a good one, but where! I mean, I looked /everywhere/ for you and-"

"Look, I was just "around" OK?!" she snapped.

Twilight paused nervously, taken aback by Cherry's sudden bitterness. "Oh... Alright..." she muttered as she continued to weave in and out of crowds with the unicorn towards the table she had assigned them earlier. She decided it would be best if she broke the ice between themselves and started a friendly conversation. "So... You enjoying the party so far? Anything you'd like to see or do before-"

"Is Celestia here?" she suddenly interrupted, catching Twilight off-guard.

"Um... Yeah she's at that table over there with Princess Luna, but why do you-" replied Twilight, pointing off at the two at the farthest table, chatting with some guests.

Before she could finish, Cherry suddenly broke off, heading off slowly in the direction she had just pointed. Twilight watched curiously as she stormed off, tilting her head.

"That was wierd..."

Her friends appeared behind her, sharing the same confused expression.

"Hey Twi, what was that all about?." Rainbow began curiously.

"Yeah, what the hey is her problem?" Applejack added, joined by the rest of her friends.

"I don't know... But I think somethings wrong..."

With that note, she sprinted off after Cherry, navigating through the crowd after her, her friends in tow as they chased once again after the mysterious stranger as she made her way towards their friends.

(Authors note: Hello valuable inves- I mean readers! I don't always make cliff-hangers, but when I do, I put them in very obnoxious spots. Sorry to end this new chapter so quick, but at the moment, our writers have collapsed from a sudden case of carpal tunnel syndrome. So until we can get a new crack team in, there won't be a new chapter. Thankfully, we already have one, so you don't have to worry your heads about that situation. The next chapter should be released in the next few days, so stay tuned! Oh and don't forget, we only have one proofreader at the moment, so overlook any glaring mistakes you may find throughout. Golden hoof, we're done here.)

True Colors

Chapter Four: True Colors

Cherry slowly navigated her way through the party, doing her best to keep her face concealed as she bumped between colts and mares looking for the Princess. She was about halfway through the area before stopping with still no sign of Celstia anywhere. She sighed quietly, pausing to calm herself. Her heart felt as though it were racing at a mile a minute with anticipation as the crowds of people seemed to close in tightly around almost to the point of suffocating her. After a few moments of heavy breathing she relaxed to where she could think again.

"Maybe she's out for the moment... Perhaps she had to leave on royal business or something along those lines." she muttered to herself hopefully.

"Such wishful thinking has no place here at such a critical moment." Eclipse whispered to her.

"But..." she began. "I don't want to fight her... What if I'm not strong enough? What if she has the elements of Harmony?!"

"You don't have much of a choice. How else are we going to acquire the location of the Elements? It will be difficult to force the information out of her yes, but once you posses the Elements of Harmony, Celestia will be the least of your worries."

"How am I going to do that? She might just use them against me! What if-"

"Shut up." the voice in her head interrupted. "I'll be with you to guide you in the right direction. Leave all the thinking to me, just ensure that you can follow my orders to the letter."

"B-but I- I just can't face her... I'm afraid, Eclipse..."

"Cherry," the juxtaposed voice began motherly. "You have been my student for almost two thousand years. I have taught you everything I know and some things that I never could learn. You are ready for this challenge."

"I just can't! I need more time!" Cherry whispered urgently, her panic growing quickly.

"You don't have any more time. She is to your left."

The hooded alicorn slowly turned to her left, her heart stopping at the sight of Princess Celestia, happily chatting with some guests and her sister at a table probably no more than fifty feet away. She froze in place, her mind racing as she felt her legs begin to shake from fear. She leaned against a nearby table to keep herself standing as her gaze remained locked on the Princess.

"Tia..." she whispered disdainfully to herself, desperately trying to regain her strength.

"The time for discussion is over my student." Eclipse whispered mysteriously. "Confront her, and fulfill the promise you made to yourself all those years ago. Make her pay."

"Make her pay..." she repeated strangely as if she were in a trance, shaking her head side to side. "Alright then... I'm ready. Lets go."

* * *

"I don't understand sister..." Luna asked curiously. "Wouldn't you have much preferred to have the celebrations in Canterlot?"

Celestia smiled lightly, setting her down her tea gently. "Twilight was kind enough to host the whole party herself, and I thought we could use some quality time away from the castle. Besides, I like it here. Isn't it just serene?"

"If its what you want... I would have much preferred the serenity of the gardens instead..." came an annoyed reply as Luna continued sipping from her tea. "Looks like you have another guest to speak with." she said lazily glancing up from her drink.

"Oh?" said supisedly, looking up at the shrouded figure that approached the table. Smiling brightly, she studied the figure to see if she could recognize the hidden pony. "Greetings! I hope you are finding the party well?"

The figure said nothing at first, and stood a few feet from the princess shifting uneasily in place. For a few moments, neither of the two said nothing, before a small voice escaped from beneath the shroud. "Princess... I need to ask you a question."

Celestia was puzzled by the response but maintained her smile as she tried to study the figure further.

"... Does friendship last forever?"

This is what truly stopped the alicorn in her tracks. That voice... That mysterious voice. Perhaps she had heard in passing once in Canterlot? She definitely recognized it, but it sounded different from what she could piece together from memory. It sounded more rugged, as though it hadn't been used much in recent years but still retained the slight trace of familiarity that was confusing the princess. It wasn't just the voice that confused Celestia however. What it had said also deeply confused her... Luna looked back up from her drink, apparently recognizing the voice as well.

"Wait a minute... That voice... Who are you, what are you talking about?" she finally questioned, her smile slowly fading.

The figure tilted its head down, using magic to finally reveal its face. Cherry looked back up at Celestia with light blue eyes, letting her bright red mane drape behind her. It was a few moments before Celestia was able to piece together the dusty puzzle she had long ago tossed aside to the dark corner of her mind. She stared, her mouth agape in surprise and astonishment.

"Cherry?" she finally managed to slip past her shaking lip.

* * *

Twilight nudged past a few guests and glanced around looking for Celestia's table, Applejack, Rarity, and Rainbow Dash in tow not far behind her. It hadn't taken long to loose Cherry amongst the crowd, despite her abnormal size and her massive dark brown cloak, and she began to grow more and more worried. Thoughts of Cherry hurting the Princess raced through her mind as her wild goose chase for the mysterious pony grew more and more frantic.

"What if she has a plan to kidnap the Princess? Or worse! She could be some sort of assassin!" the mare mind raced her anxiety growing. The waves upon waves of party guests only served to upset her even further, causing her to enter full panic mode.

"Hey Twi, I thought you organized the whole party. How can you not remember where the Princess's table is?" Rainbow asked after having caught up with Twilight.

"I KNOW I ORGANIZED THE WHOLE PARTY!" she shouted suddenly, drawing several disapproving glares from the surrounding party guests. Her face turned bright red as she calmed herself down, apologizing under her breath. As they turned away, she was able to focus on her friends who had finally caught up with her. "Its just to crowded for me to see anything, I can't even tell which direction I'm going in!"

"I don't mean to interrupt darling," Rarity interjected. "but perhaps Fluttershy knows something about Celestia's whereabouts. I mean, she was organizing the orchestra for her arrival, perhaps she decided to speak with the Princess about ideas for more musicals."

"Excellent idea! Wait... You don't know where she is, do you?"

"Well, I assumed that-"

"UGH never mind." she exlaimed annoyingly.

"Um... I'm right here." a nervous voice came from behind Rarity as Fluttershy hovered into view, holding a small glass of water in her hooves. "Is there something wrong?" she asked softly.

Quick to act, Twilight began the interrogation almost immediately. "Fluttershy thank Equestria! Have you seen the Princess anywhere?!"

"Oh.. Sorry Twilight, i've been much to busy with the birds to spend time with the Princess. You see, all that singing made their throats really really dry. I had to go fetch some sparkling water for them to drink to make them feel better."

"You know," Applejack started, stepping between the two. "RD here could always just fly up and above the party and look for her table."

Twilight paused for a moment to process the information, her face lighting up with excitement. "Applejack you're a genius!"

"Hey wait a minute, where did all this fog come from?!" the rainbow mare shouted suprisingly as she turned up to fly, screeching to halt in mid-air to stare at the sky above. The five ponies looked up to what suprised them as a thick grey fog that had seemed to set in within the last few seconds, completely shrouding everything in an impenetrable haze. Twilight looked up blankly, her eye twitching uncontrollably. "This isn't right, I must've gone over that sky at least six or seven times!"

"Somethin' fishy is going on around here." Applejack started nervously scanning around.

"It all makes sense now." Twilight began slowly, her hair suddenly frizzing up. "Fate, is conspiring against us. HAHA! Its not possible! I MEAN, ITS NOT LIKE ITS HER PARTY OR ANYTHING, WHY WOULD ANYONE KNOW WHERE SHE IS?!"

"Hey look now sugar cube, just take a deep breath and-"

"DON'T YOU TELL ME TO CALM DOWN." the frenzied mare interrupted loudly.

"Hey guys, what are you up to?" another voice shouted jubilantly as Pinkie Pie hopped towards the group causing Twilight to pause mid-rant.

Twilight ran over, pulling the pink pony up and against her face grinning maniacally. "Pinkie! You know where the Princess is don't you? /PLEASE/ tell me that you've seen Princess Celestia around here, ANYWHERE!" the lavender mare frantically asked, shaking Pinkie Pie violently in her arms.

"The Princess? Oh yeah, she's over there fighting with some other pony." Pinkie Pie replied nonchalantly pointing off towards a massive crowd that had seemed to have sprung out of nowhere no less than a hundred feet away.

"What?!" Twilight uttered shockingly, her hair settling back down around her face.

"Oh yeah, it some big argument about something, I really didn't pay much attention, I was too busy trying some of the cakes!" she finished, plopping a cupcake she pulled from seemingly nowhere into her mouth.

Twilight pushed passed the Pink pony and rushed off towards the crowd she had pointed to, dashing far ahead of her friends before they even realized what was going on. It wasn't long before she came up to the large crowd Pinkie Pie spoke of, surrounding where she guessed the princess was located. Begrudgingly, she shoved her way in past the guests and into the center, where she caught sight of Celestia fighting against... Another white alicorn? It was Cherry! But... Something wasn't right. She looked... Different. Well, she looked exactly the same, but something seemed off about her, her stance or something. The look about her definitely caused an alarm to trigger in the lavender mare's mind as she watched the two stand off. Something big was about to happen, and she may have just been caught right in the middle of it.

Cherry glanced back towards the crowd inconspicuously, looking for a particular unicorn, quickly able to pick Twilight out of the crowd staring at her and Celestia with wide eyes. "Right on schedule." she thought to herself, turning back to Celestia, who stood no more than ten feet away. She smirked to herself. It had been relatively easy to get the jump on her old friend, especially since she was so shocked to see her after so long. It was almost to easy to cast the first spell and gain the upper hand. The guards were easy enough toss aside, and Luna ducked out before most of the action began; Tia however, was a different story. Even after the tussle they had, she looked as though she didn't even have a scratch on her. Just as powerful as she was all those years ago, but not beyond any expectations.

"Hrmp, you're much more powerful than I expected Tia." she said, flicking dust from her wings.

As expected, Celestia retained her stern demeanor, showing no emotion as she spoke back. "Cherry. I don't know what you're doing, but it stops. Here and now."

"Of course it does." Cherry began sarcastically. "Anyway, as much as i'd love to continue butting heads with you, I have more important things to do. Finding the Elements of Harmony for instance."

"How do you know about the Elements?" asked nervously, breaking down the first wall that hid her emotions.

"Do you take me for a foal?" Cherry said taken aback at the Princess's doubt. "I would not charge headfirst into battle without first studying my opponent's advantages thoroughly. Yes, I know about the Elements of Harmony, and I also happen to know that you are in possession of them."

"So you think I'm just going to tell you where they are? If so then you are sadly mistaken my old friend."

Cherry smiled darkly, returning her gaze back to Twilight with her scarlet eyes. "Oh, I believe you're going to tell me /exactly/ where they are, Tia." her horn igniting with a dark blue aura.

Twilight suddenly felt a wave of numbness rush over her body as she was surrounded by the magical field, only able to utter a startled yelp as she was lifted out of the crowd and flung next to Cherry. She opened her mouth to speak, but no words came out. When she tried to squirm out of the barrier, her arms and legs just wouldn't respond. She was able to look around however, and flashed her teacher a fearful look.

"Now Tia, I know how precious this... Student of yours is to you," Cherry began, glancing maliciously at her new prisoner. "so I'm going to give you two very simple options. Either you give me the location of the Elements of Harmony, or I send your apprentice away for a very long time." she stated slowly as her horn began to glow with a light blue energy.

For the first time anyone could remeber, a look of uncertainty crossed the princess's face. She shifted nervously in place as she glanced quickly between her student and Cherry.

"You know, your little apprentice reminds me a lot of myself when I was her age, give or take a thousand years. Friendly, open-minded... Gifted. Isn't it so painfully obvious Tia?" Cherry started abruptly, pausing to let her words sink deep. "The question now, is will you treat her the same way you treated me?"

Celestia said nothing, but it was clear the words had impacted, as her face took on a fearful glaze.

"Lets face it, you don't care anything for her! I seriously doubt that you care about anyone here!" she continued, her words chilling the air around them.

"... Cherry," Celstia began but interrupted again by the other alicorn.

"I should know. You treated me the exact same way. In fact, if it hadn't been for me, you and your sister would still be at the orphanage wasting away as I did for years after you left. But no, then you became the almighty Princess! No more time for your best friend anymore oh no." she continued her voice chilling the air around them. "You came to see your true colors. You didn't need 'friends' anymore. You and your precious Kingdom were all you needed, so you thought you could just shove me aside by banishing me away! You come off so high and mighty with your speeches about the importance of friendship when you know nothing of the subject! You're nothing but a fraud! The same scared little mare that I protected each and every day for years at that orphanage!"

Twilight's ear rose upon hearing this, suddenly more intrigued with the words of this new alicorn. Cherry saw this, and looked between Celestia and her apprentice, a look of mocking astonishment growing on her face.

"You never told her?" she began slowly, looking back as tears began to form in Celestia's eyes. "You didn't! Oh this changes everything!"

Celestia felt tears flow down her cheeks. "C-Cherry," she stammered pleadingly. "P-please stop-"

The second alicorn smirked slyly to herself as her words hit their mark. Not giving Celestia a chance to response, she continued. "I might not even need to send your apprentice away after all. I could just share with your loyal subjects the little story you've neglected to share with everypony here and you would be equally as crushed!"

That was the final straw. She shuddered as a string snapped somewhere in her mind and combination of sadness and white hot anger began to build up to the point where she could hold it in no longer. "SHUT UP!" she finally screamed, feeling the dam that contained emotions burst. Anger flowed throughout her body as she panted, tears dripping to the ground. Through the smoke of her outburst, she felt hate rise up amongst the ruins of her mind. The malice was powerful, nearly taking over her systems as she began shaking uncontrollably. Meanwhile, Cherry just couldn't stop laughing at the mess she had created.

"Oh, I knew this wouldn't take long!" she managed to break out through her frenzy of giggling. "I knew you just couldn't bare to have one of your closest secrets ripped from the depths and shown to everypony here!" she paused, taking a deep breath to calm herself to the point where she could speak clearly once again. "But I grow tired of this. You have a decision to make, remember?"

The Princess clenched her jaw together in a grimace before glaring at the crowd. Their faces were locked in fear and complete shock. Was this truly the face of their beloved princess? Was this angered, teary-eyed mare really their leader that they trusted so eagerly? Even Twilight's friends who had arrived a bit after her student shared the same look of astonishment at Celestia's behavior. Realizing this, she exhaled loudly attempting to control her new emotions. It was difficult to suppress the anger, especially as she stared into the eyes of her frightened apprentice hovering weakly next to her former friend smugly waiting for her to choose. She knew she couldn't win this battle, and exhaled loudly lowering her head slowly in defeat. "They're in the Catacombs..." she murmured softly.

"Oh? I didn't quite catch that Tia, you'll have to speak up!" Cherry responded mockingly.

"The Catacombs!" Celestia retorted feeling anger begin to rise up again in the bowels of her stomach.

"No need to be so curt Tia. Lets be honest, what other choice did you have?" continued the second alicorn in her previous tone, smirking as she stepped towards the princess. As she stepped past Celestia, Cherry let Twilight down softly next to her mentor as held her head low in shame. "I mean, you couldn't have let everyone here your terrible dark secret now could you? Of course, who's to say they won't hear it in due time..." the alicorn added chuckling to herself.

"Cherry..." the goddess muttered softly. "...I'm sorry."

Cherry froze in place for a moment, as though she hadn't been expecting this. "Its too late for that Tia." the red haired alicorn said, shaking her head. "Now as much as i'd love to stay here and berate you Tia." she began abruptly changing the subject. "I have some Elements to find, so I bid you farewell!"

With that, she leapt high up into the air and sped off away from the party, leaving everypony staring open mouthed at their defeated princess. The fog that had earlier shrouded the entire party slowly departed along-side the other alicorn as Celestia collapsed to the ground, sobbing quietly to herself.

Eclipse manipulated her host's face into a light smirk as she flew her away from the party. Everything had worked out almost exactly how she had pictured it would all those years ago, right down to the smallest detail. She was even able to keep those six mares from causing any problems with her pandemonium and fog spells. Not that they were any wiser of it.

"Of course it was going to work." she thought to herself. "You've been planing this confrontation between those two since the day they first met... Complete genius if I do say so myself."

She was almost giddy with excitement when suddenly she felt Cherry's thoughts begin to stir in the depths of her mind. Cursing to herself, Eclipse cleared her thoughts and eased her host back into control of her body, making quite sure that Cherry wouldn't immidiately begin to topple from the air from the shock of being out of her body.

"Wha- Where am I? Where's Tia?" Cherry groggily started, stopping in mid-air as her eyes returned to their normal bluish hue, a sign that Eclipse had lifted her control.

"You just finished with Celestia remember?" Eclipse whispered inconspicuously. We need to get the Elements of Harmony from the Royal Catacombs."

"W-wait a minute... Was all that... Was all that real? How could I have said such terrible things to her? I mean... I thats how I felt but I never could have said those things to her..."

"It was how you felt wasn't it?"

"I-Its just..."

"Need I remind you of what she did to you? The whole reason you undertook this arduous quest in the first place?"

She shuddered, brief images passing though her mind of that faithful day. "... No." she murmured softly.

"Never forget your duty my student. Let us finish this, once and for all."

"Yes... Once and for all." Cherry muttered monotonously as she picked up her speed towards Canterlot, her thoughts drifting from the events at the party to finding the Elements.

If Eclipse still had a face, it would be grinning with anticipation. Almost two thousand years of plotting, scheming, and lying were now coming directly into place right before her. It was only a matter of time before her ultimate plan was finally completed. When Cherry did find the Elements of Harmony, her true plan would commence, and then things could get truly interesting.

* * *

It had been a few awkward moments after Cherry's departure before anypony could stand to say anything. All eyes were locked on the Princess, who remained still, her head hung low and her face hidden behind her hair. Applejack eventually managed to gather her strength and address the crowd.

"Alright everypony... Shows over, lets give the Princess some space now...." she addressed uneasily looking around to ensure her message was clear.

It was, and it didn't take long for the guests to clear out with little encouragement. After the remants of the guests left, Twilight and the remainder of her friends gathered with Celestia and Luna amongst the turned over tables and torn fabric that served as a reminder of what had once been a joyous occasion. It took a few minutes for the Princess to calm herself, but she still had an empty look about her eyes as though part of her had been ripped out.

"... Princess, are you going to be alright?" Twilight finally uttered nervously, unsure of how to react.

There was no response for the longest time, but eventually Celestia took a long heavy breath and turned to her student. "I'm sorry you had to see me like that Twilight..."

"Erm... Its fine Princess, but I'm more concerned about you right now, are you sure you're going to be alright? I mean, I've never seen you so angry..."

".. Spur of the moment I suppose."

"That didn't sound very much like a spur of the moment kind of thing to me. Those words she was sayin' were rotten to the core." Applejack added.

"Yeah, and what were you so afraid of her telling us? Did something happen between you two?" Rainbow questioned.

Celestia sighed as she was barraged by questions with answers she would rather keep buried. "At one point... She was my friend. The closest friend I have ever come to know and love..."

"If you two were so close, then why does she hate you so much now?"

The princess paused darkly, looking off in the distance as if deep in thought, before finally speaking up. "I think I should tell you all the story she spoke of... A story of a friend who was betrayed by another. This is... Long overdue I believe, and I think that it's best that you heard this from me." As she finished, the mane six crowded around the alicorn to listen to the strange and mysterious tale of two friends that seemed as old as Celestia herself.

(Authors note): Hello once again, precious investors and readers alike, Golden Hoof here with another couple of comments directly from the author. Phew, what a chapter. After a complete rewrite, several revisions, and a mental breakdown, its finally here! Try not to judge it to hard alright? I had to fire two different writing teams to get this thing out, so i've done my part. Now its up to you to do yours. Read and enjoy (Or hate depending on your preferences) and I also would like to apologize for any glaring errors I failed to catch on my fifth time around. I may be editing this chapter some more in the coming days, so stay tuned. Golden Hoof we're done here.

The Beginning...

Chapter 5: The Beginning...

The sun was slowly setting over the lush forests of young Equestria. The birds sang tunes of joy as they hopped up into their nests ready for sleep; bunnies yawned and crawled into their holes for the night; the whole of the forest was preparing for the peaceful darkness to come and bring about dreams of tomorrow. For some however, it seemed as though these blissful dreams of a better tomorrow would never come. In the shadow of Canterlot, on the edge of a small forest who's creatures had already long disappeared for the night, lay two such fillies. Sisters who had long prayed for the endless day of their lives to one day come to an end, but never seemed to find it; becoming trapped once again in the living nightmare of other ponies creation. They stood in silence as a crowd gathered around them again to gawk and laugh at the strange creatures they gazed upon in hopes that it would bring some hope into their own lives. This is where our story begins anew. This is the beginning...

"Freak!" the crowd chanted as they closed in closer around Tia and her sister Murky. They were used to this kind of treatment at New Beginnings orphanage, but this time it was growing out of hand. It seemed as though the entire building was clustering around them as they continued to chant their insults in growing unison. She did her best to keep her little sister hidden beneath her tiny wings as she glared around at the growing mass of ponies with teary eyes. "Why do they do this to us?" the little alicorn thought despairingly as the world grew darker and darker beneath the growing shroud of bodies that grouped in closer and closer till she was barely able to breath. She shut her eyes in desperation and yelled out at the top of her lungs. "Stop it!" she cried desperately to no avail, her pleads drowned out by the combined voices of dozens of other fillies.

She collapsed in a fit of tears, ensuring even through her sadness that Murky was still hidden from the crowd.. Then the prodding started. This was the part of the routine she dreaded the most. They would poke her wings and horn with their hoofs and laugh hysterically to themselves; like they were poking some sort of creature from another planet. "How could anypony be like this? Was there really no place for them in this world? Perhaps they should just run off and hide in the woods alone where they belonged... " These dark thoughts circulated around her weakened mind for a short while, but then she shook them away with the thought of her sister still cowering beneath her wing. She sealed the thoughts away and with newfound courage, stood her ground trying her best to keep her eyes shut away from the world.

Then suddenly, the shouting, cheering and evil laughing abruptly ground to a halt. The silence that followed gave the alicorn courage to open one teary eye to the world. She looked up and to her surprise, found herself facing the back of another pony. It was difficult to get a good look at her savior from behind, but she could tell it was a young unicorn, probably no older than herself with a bright red mane and a blue band around her hoof.

"You two gonna be alright?" she whispered back shyly without moving.

Tia was unsure of how to react. This had to be the first time in at least a month since anypony had bothered speaking to either her or her sister. All she was able to do was nod back in silence. The unicorn offered no response but it was clear she was satisfied with the answer. "Wow, you guys have reached a new low." she started annoyingly as the crowd timidly split apart down the middle. Soon, there were just two colts left standing where the group had once been. They were Crash and Bash, two brothers who seemed to be bred to cause trouble for the Tia and her sister; always the first and last ones to see them during their hours of torment.

"Well well well, look who's back to get her flank kicked again." the younger brother, Bash started in his usual mocking voice.

"Yesterday doesn't count and you know it Bash!" the mare retorted angrily. "If it hadn't been for old lady Serenity I'd have hoofed both of you back to the stone age!"

"Big talk coming from such a tiny little mare ain't it?" Crash, the older brother, commented to his sibling nasally.

"Yeah. Tiny little mare doesn't know what she's saying." the other colt replied laughing stupidly to himself.

"Boys, please." the juxtaposed unicorn started reasonably. "Don't test my patience. Do we really want a repeat of last week?"

Tia watched silently as the group continued to squabble, taking advantage of the calamity to check on Murky. She lifted her wing up slightly revealing her still cowering sister who held her hooves above her head. She lifted one hoof off and looked up at her sister with a fearful eye. "A-are the bullies gone sis?" she asked timidly.

"I... Don't know. They all stopped when this mare showed up." Tia spoke. She turned back to the confrontation trying to catch up with everyone else.

"Oh yeah, well we'll just see who's gonna kick who's flank today, four-eyes!" Bash shouted face to face with the unicorn.

"Yeah, right!.. WAIT NO, YOU FOAL!" Crash suddenly screamed frantically back at his brother.

"Huh? But I thought you said it was-"

"Forget what I said! Don't you remember what happened last time we insulted her about her..." he slowly turned back to the mare, who had grown unexpectedly silent. "... Glasses." Crash finished quietly as the mare's horn began to glow with bright red energy.

"... Did you really just say that... I mean really?" she started slowly.

"Uh... No!" Bash began nervously backing up next to his brother. "We didn't say anything about your stupid glasses!" he finished, immediately covering his mouth with his hooves as he realized his mistake.

The unicorn breathed deeply for a moment, tilting her head down away from the two. "Tell you what." she finally said after a few moments silence. "I'm going to give you two ten seconds to get a decent head start. After that, I'm gonna kick you both so hard, next time you wake up your manes are gonna be outta style!" she shouted angrily.

The brothers quickly exchanged looks of fear, returning to their foe as she looked up at them. "Starting... Now." she ended quickly. The two bolted as fast as their legs could carry them off into the distance, almost immidiately fading from view on the horizon. Satisfied, the unicorn turned out to look at the crowd who watched as the brothers vanished. "Anypony else have a problem with these two?!" she shouted furiously, ensuring her gaze met everyponies eyes. Needless to say, there were no agreements, and the area was soon cleared leaving the two sisters alone with their savior.

"Ugh, I hate those two..." she began turning to face Tia again. "They shouldn't cause you any more trouble."

The alicorn was speechless as she came face-to-face with the unicorn. She finally realized what the two meant about glasses. This pony wore a large pair of spectacles that would have dwarfed the moon; hovering an inch from her bright blue eyes. That didn't matter though. This random pony had come to their aid without even knowing who they were, and risked herself to defend them from the crowd. Tears built up again in her eyes, except these were not tears of fear or sadness; they were of joy. Pure happiness that only came once in a lifetime. She jumped up and wrapped her hoofs around the unicorn, squeezing her tightly almost to the point of choking her. "Thank you thank you thank you thank you thank you!" she repeated jubilantly as the filly smiled.

"No problem! Is there anything else you need?" the unicorn began, in almost a motherly tone.

"Well um... Could you tell us your name?"

"Oh! I'm sorry." she began, flustered by the question and the fact that she had forgotten to even mention her name in the first place. "You can just call me-"

Suddenly, a door slamming open was heard behind them, followed by an all to familar creaky voice filled with anger that interrupted the unicorn. "CHERRY!" old lady Serenity cried in her instantly recognizable voice that sounded more like a nail being dragged against a chalkboard than a mare. Serenity, as she was so ironically called, was the most recently appointed headmistress of the orphanage and had to be about as old as the building itself. The only redeeming quality about her was that she often forgot to punish the fillies she held captive in her office a few minutes after shoving them inside for their troublesome behavior; which only made things at the orphanage even more difficult. "How many times have I told you to leave those two poor boys alone!?"

"Look, Serenity they were-"

"Don't you 'Serenity' me! Honestly, so much talent is wasted on a ruffian such as yourself!" she shouted angrily as she scooted steadily across the dirt over to them. "You know the drill I assume, follow me you little brat!" the crotchety old mare yelled as she grabbed Cherry by her tail.

Cherry rolled her eyes as she was slowly dragged along the ground by her tail into the main building behind Serenity, who slammed the door once again behind them.

Murky finally chose this moment to pick her head up, watching as Cherry left. "Where is she taking her?" she asked curiously.

"Probably to her office..." Tia stated solemnly.

"Aw... I wanted to play with her..."

"Don't worry sis, I'm sure she'll be out of there before you know it!" she stated trying to keep her sister's mood up, especially after that incident with the crowd.

"Should we go wait for her to get out?" Murky asked questioningly looking up at her sister with playful eyes.

Tia smiled. That was the sister she knew. "Why not?" she began encouragingly. "Come on, lets go!" Laughing, the two sisters rushed into the building to meet their first new friend.

* * *

"... And that was when we first met..." Celestia ended softly.

Twilight looked shocked. "I don't know what to say..." she began slowly. "I never knew you had to endure such things, even two thousand years ago."

"Yes. That was not even the worst thing to happen to me and Luna... We never actually knew our true parents; all we could tell was that we were different. Maybe thats why they dropped us off in the first place..."

The group fell ever more silent as the Princess finished, all eyes drifting away and to the ground. Even Pinkie Pie had a look of sadness on her usually jubilant face.

Celestia sighed, regaining her composure and turned back of the group. "But never mind that. There is more to the tale..." she finished, glancing briefly to Luna who shared the same look of sadness she still held. "Lets see now... If I remember correctly it was about a year after that..."

"Princess Celestia," one of the guards interrupted, approaching from behind the group. "I sincerely recommend that we start for the Castle immidiately, unless we want that villain to acquire the Elements of Harmony."

Recent memory of her confrontation flooded back to the princess, switchinwho jumped up abruptly, her eyes growing wide. "The Elements! We cannot let Cherry have them!" she said fearfully.

"But we've barely learned anything Princess! How can we fight Cherry when we don't even know why she's fighting in the first place?" Twilight stated logically.

"I will continue the story on our way there, but we can't let her collect the Elements; we need to leave now!" she finished urgently.

"The Princess is right," Applejack interjected. "We should high tail it to Canterlot if we wanna stop Cherry's plans, whatever they may be. We've spent way too much time moping around here."

"We already have your chariot, ready your highness." a second guard stated, stepping beside the first one. "Its ready for you and your party whenever you are ready to leave."

"Good, we're ready."

"Alright, everypony get in the chariot now." the first guard started urgently, herding everyone over to the rather small box that would serve as their transport. "It is going to take us a bit longer to reach Canterlot with the extra weight of your company, but we should be able to reach it before that pony reaches the Elements." As everypony climbed aboard, the two guards harnessed themselves to the front of the chariot, checking back to make sure the group was all inside. "Ready?" they both said in unison. Met with nods from everypony, they charged forward, gathering speed, then lifted off into the air.

Celestia stared back at the remnants of the party one last time as they lifted off and away from the field. All this was her fault... And they would all soon realize it. Perhaps it was for the best. Perhaps she could end this nightmare she had been living in for millennium once and for all; or it could always come crashing down around her. The anxious princess shifted in place as she turned back to her friends, clearing her throat. "Lets see now... Where was I?" she began. Her heart sank into the pit of her stomach when she remembered. "Oh yes, three years later..." she ended distantly. "Alright now, we'll get started I suppose..." she began anew, sighing heavily as the second part of the tale that tore apart the closest of friendships to pieces began to take a darker turn...

(A note from the author: Hello audience, Golden Hoof here to address you personally once again. I would like to sincerely apologize for the lateness of this chapter in the story you've all enjoyed so much; and I'm even more sorry that I had to cut it so short. I actually had to split this whole story part into three different chapters, so look forward to two more parts in the near future (hopefully). Thats about all I have for you right now. Golden Hoof we're done here.

The Middle...

~Terribly sorry about the author's note, but I just have a few things to clear up before you start reading. Just as a forewarning, this chapter was incredibly rushed. In my opinion, this is the worst work I have possibly ever done in my short career. The reason for this being the sheer number of times I spent changing around the fabric of the chapter itself. Please be merciful in your readings, and if you have any constructive criticism, please feel free to post a comment and help me fix the problems. Thank you for your time, and please enjoy.

Chapter Six: ... The Middle...

Cherry stepped slowly towards the pedestal at the center of the chamber. Using her magic, she lifted the small necklace that layed limply on its smooth surface. The necklace was adorned by a large red gemstone in the shape of a lightning bolt, held together by an ornate chain of gold. No doubt this was one of the elements she was looking for; but which one was it? She already had Laughter, Honesty, and what else? Generosity? Maybe it was magic. She had no way of telling; it was usually Eclipse who told her which elements were which. On cue, her invisible mistress decided to speak up.

"That looks like Typhoon's necklace... She was the element of Loyalty." she whispered.

Even after all the years Cherry had spent with Eclipse, she couldn't help but shiver when she spoke. Her mysterious words echoing around her head... It was like a cold wave that would run down through her entire body and end at the tip of her hooves, only to rush back up to her horn. She had failed to ask for the fear that Eclipse would deem her weak; one thing she had dealt with enough in her life. "Typhoon?" Cherry asked after the cold spell had faded..

"One of the original six who defeated me. She was a pegasus. And a stubborn one indeed..."

Cherry paused. This was the first time she had ever heard of these ponies in such detail. In addition, she had never heard Eclipse speak of, well, anypony in such a way. "You never did tell me much about those six, Eclipse."

"It never crossed me as important." she snapped back, quick to dismiss the topic.

"I think it is."

"You are in no position to tell me what is and isn't important you pathetic wretch! I suggest you remember your place soon or find all your efforts will be in vain." Eclipse snapped back.

The alicorn was not one to cross Eclipse, especially when she had more important things to focus on. So she chose to remain silent, slipping the necklace loosely around her neck as she stepped from the chamber. Before she knew it, all was silent once again, back into the dark tunnels of the Catacombs. The Catacombs, for those who don't already know, are a long series of tunnels buried deep beneath the streets of Canterlot. While their main purpose is to house the deceased heros and heroines of Equestria, in later years it has taken up being used more of as a place of storage, and alternatively as an escape route for the Princesses to escape the castle in times of peril. The dark and snakelike tunnels are actually a well kept secret that has been guarded by the royal family for generations; mainly for the reasons stated above. So secret in fact that, until recently, only three ponies knew of its existence; Princess Luna, Princess Celestia, and now Cherry.

The elusive alicorn owed her knowledge of such a secret to nopony but Eclipse. Her mysterious partner had quickly guided her into the Catacombs through a secret entrance in the castle, and then to each of the chambers where the Elements were housed; almost as though she had been there before. No big surprise, being as old as she claimed to be. Cherry didn't question any of this and proceeded blindly forward, following Eclipse's directions to the letter. Being as isolated and abandon as the tunnels were, she quickly grew bored wandering about the uninteresting space, and slowly drifted off into thought. She snapped back when she collided against the rocky edge of the tunnel, backing off to find herself at an intersection between tunnels. "So... Which way now Eclipse?" she asked blankly, unsure of where she had been going.

"Go left for thirty paces and then make a right. Also, please try and remain somewhat interested, Cherry. I am doing this for you, in case you have forgotten." she hissed.

Her orders clear, Cherry continued down the tunnels as directed. Despite Eclipse's warning, she soon found herself drifting off once more; this time of more relevant topics, mainly Tia's punishment; how she would make her pay for the pain she had forced her through. The alicorn happily dreamed of the suffering her old friend would be subjected too once the plan was brought full circle... But something felt strange... A peculiar and distant feeling that tugged at her insides the more she thought of Tia. Did she feel sorry for her; after everything she had subjected her too, was she truly feeling sorry for that... Thing?! Or was it that she felt as though her friend was truly sorry for what she had done. Maybe she had changed? It was always a possibility. Maybe they could forgive one another; go back to the way things used to be?

"Is something troubling you my student?" Eclipse asked, sensing Cherry's confusion.

"I suppose..." she responded uneasily. "I can't shake the feeling that there's something we're overlooking here."

"What do you mean?"

"Well... Its something about Tia. There's just something about her that makes me think... Well... Maybe she has changed-

"I doubt that wretch has changed one bit." Eclipse retorted, quick to dismiss the subject.

"But at the party... She seemed so sincere when I spoke with her..."

"Her emotions were nothing but a ruse. The reactions that came from that monster were to be expected; you had her cornered, and she did what had to so she could to earn your temporary trust."

"Well, yes... But-

"Let me tell you something, Cherry. the voice began once more. If there is one thing I have learned in my time, is that the more people change, the more they stay the same. While she may seem sincere to you; deep down she's still the same power-hungry monster you've grown to hate."

"... I-

"Remember the saying I taught you my student? The one that would keep you alive? Fool me once, shame on me. Fool me twice-"

"... Shame on me." she finished quietly. There was a long silence after she spoke, as though her mentor was startled of her memory such a trivial phrase.

"... So you do remember. Very good, my student. But enough talk; the plan is coming together, and we don't want to be late for its final execution. Get moving."

Cherry stood silently in the dark while she thought about what her mentor had said. There was some sense in the words... But the feeling still remained. Through her will alone, Cherry forced the suspicions and feelings down to the pit of her stomach and subdued them. Eclipse was right; there was no room at this point for error, and no turning back. As she navigated her way down the dark and lonely tunnels though, memories still managed to surface and occupy her time as she made her way towards revenge. Against her will, the images played in her head as though to serve as a reminder to her punishment; and why she would hate her friend forever, or at least the beginning of it. Seemed like it was just yesterday...

Three years. It had been three long, enduring years since that fateful encounter in the courtyard brought friendship into the lives of three unsuspecting fillies. Since that moment, the three had been inseparable, spending their time together as they survived the daily riffraff of New Beginnings orphanage. Ponies came into their lives only to disappear as quickly as they had arrived. In those three years, their friendship had grown stronger than ever. It was a rare occasion to catch the three apart as they spent most, if not all, of their precious time together. There even came a time when they forgot about adoption. Company with one another was all they truly needed. For once in their short, bleak lives, they were actually happy...

The end of the day was drawing near; the sun just beginning its descent in the evening sky, shrouded the orphanage and the surrounding woods in a beautiful orange glow. Just about time for Cherry to meet with Tia and Murky in their usual spot on the roof to watch the sunset. They had been gathering there every evening for the last few years to get away from the end-day chaos of the orphanage as fillies and colts tried to get as much playtime as possible before bedtime, and today was no exception. The red haired mare rushed through the crowded hall, toppling a few fillies in play as she made her way to the backdoor. She was just within sight of the courtyard when she was unexpectedly stopped by a field of magic that levitated her up into the air. "Oh what now..." she muttered, instantly recognizing the energy as none other than that of Old Lady Serenity.

She was flipped in reverse to face the wrinkly, disgruntled face of the supervisor who glared at her with fading eyes. The last years had not been kind to the old mare. Her face, having already been wrinkled and faded, now resembled more of a skeletal shape. In addition to her soured looks, her attitude experienced similar changes as well. Now she was hard to look at, AND hard to stay with. "Now just where are you off to in such a hurry, young filly?" she questioned creakily.

"Just off to see some friends, Serenity. Nothing wrong with that now is there?" Cherry answered innocently, adjusting her glasses nonchalantly with her free hoof as she hovered in place.

Serenity examined her for a moment, grumbling incoherently to herself. "Well... I suppose not... But I'm sure they can wait a little for you to get there. You know you're not supposed to be running in the halls like that."

"Sorry ma'am. I'll watch my speed in the future." she responded instinctively, desperately trying to contain the urge to roll her eyes.

Just before she was set back down, the old mare suddenly lifted her back up into the air. "Oh yes I almost forgot! I need you to do something for me."

"Forgive me if I withhold my enthusiasm." she thought sarcastically. "What is it ma'am?

Serenity paused for a moment, staring off in the distance as though deep in thought, only to snap back with a gleam in her eyes. "Tell Tia that I would like to speak to her on a matter of great importance."

"... A matter of great importance?"

"Thats what I said isn't it? A matter of great importance." As she finished, she stared at Cherry as though the orphan had suddenly sprouted a second head. "What are you just standing there for? Go tell her!"

"Well... I can't move until you release me, ma'am."

"Oh yes thats right." the ailing mare muttered, releasing Cherry from her magical grasp. "And tell her that I expect her to be in my office in the next half an hour! No lollygagging!"

"Yes Serenity..." Cherry muttered, she flipping around to resume her rush outside. If she was lucky, then she could still beat Tia and Murky up to the roof, even with the unexpected delay.

The path up to the roof of the orphanage was a treacherous one indeed. To reach the secluded location, one needed to meticulously scale a series of conveniently placed crates around on the blindside of the building where the orphanage met the forest. This path was all to familiar to nothing new to our mare though; she had scaled the path many times before, and quickly scaled the rickety structure, pulling herself up onto the shingled rooftop. Dusting herself off, she scanned around for Tia and Murky who, as expected, had already taken their respective spots at the far end of the rooftop facing the setting sun; two silhouettes against the bright, orange glow of the setting sun. Cherry did her best to remain quiet, playfully creeping up behind Tia and giving her a light shove. She put a bit more strength than intended however, and Tia was pushed clear over the edge of the roof.

For a brief moment, she stood at the edge of the roof, mouth agape as she watched her friend disappear quickly over the side. Cherry edged closer to peek down when Tia suddenly reappeared, flapping her wings angrily. "I thought you said you were going to stop doing that Cher!" the flustered alicorn shouted.

"Just trying to keep you on your hooves Tia!" she replied laughing.

"You laugh now, but one day i'll get you back!" she teased back, settling down on the roof next to her sister.

"That'll be the day; little Tia getting back at big ol' Cherry." Cherry smirked at the very idea.

"Hey, what do you know? It could happen tomorrow!" Tia replied.

"We'll just have to wait and see I suppose."

"Now that we've gotten all that out of the way; why don't you settle down? We'll miss the sunset if you don't!"

"Oh yeah that reminds me. Tia, Serenity said she wanted to speak with you."

"Me? Why me?"

"She didn't say. She did mention that it was about a 'matter of great importance', whatever that could be."

"Oh... Alright. Don't you two go anywhere without me."

She smiled as her friend departed, gliding down to the surface and leaving the two alone to watch the sunset together. Cherry quietly edged over to the edge of the roof, letting her hooves dangle over the edge as she and Murky watched the sun. For a while, neither of them said much of anything. Cherry watched her friend stare blankly off into the horizon out of the corner of her eye, waiting for her to say something about her day, or one of the usual things they talked about at these little meetings, but she said nothing. Murky was always a bit weird, more-so than Cherry was used to, but this was a little strange. Maybe she wanted her to start the conversation? Might as well give it a try. "It's beautiful isn't it?" Cherry began, trying to break the ice..

"I guess... But I prefer the majesty of the lunar phases myself." Murky answered stoically, trying to look away from her friend.

"The moon is cool too I guess." Cherry responded awkwardly. And then came more silence. "Great... That went over flawlessly..." she scolded herself, her mind racing to come up with another conversation starter. It appeared that she wouldn't need one though, as Murky finally decided to speak up for herself.

"Cherry?" she asked quietly.

"Yeah Murky?"

The alicorn paused for a moment in deep thought, gazing deeply into the setting sun. "...Do you think we'll be friends forever?"

The question took Cherry by surprise. "Well why wouldn't we be?" she asked incredulously

"Nothing lasts forever... Even I know that." Murky responded somberly, staring quietly down to the earth.

After another long pause, Cherry patted her friend comfortingly on the back. "Friendship is one exception to that rule Murky. It doesn't matter how much time passes, whether it be a day or a thousand years, we'll always be friends. Because friendship lasts forever!"

Murky turned back, looking Cherry straight in the eyes. "You really think so?"

"I'm positive." she finished, smiling. The two laughed together for a long time. Soon the sun was almost completely hidden behind the trees. The sky now glowed a dark red as the day finally drew to a close. "Wow... It sure has been a while... Where's Tia?" As if on cue, the white alicorn stepped between them and sat down, folding her wings up against her body. She didn't look at either one and was oddly silent, keeping her face hidden in a small veil of darkness that hid her expression. They sat there for a bit waiting for her to suddenly chime in as she usually did, but no reply came. "So... What did old lady Serenity want this time Tia?" Cherry finally started jokingly. "Did she want to complain about how much fun you were having the other day or something?"

"No..." Tia replied stoically. "She didn't say anything important."

This caught Cherry by surprise. Why was her normally cheery friend acting like this? She studied Tia for a moment, watching as she gazed idly off to into the distance. There didn't appear anything wrong with her... Maybe she was just imagining things; she did have a tendency to overreact... Cherry let the feelings go and turned away. "Oh, alright then..."

It was nothing but a minor event in their busy lives. She paid no attention to it. She should have, but she didn't. If only she knew what was coming; what plans her so called friend had in store for her... The one opportunity she had to change everything, and she let it slip by like a cold breeze on a winter's evening. If only she knew...

The next morning came with little surprise. Everypony awoke around nine-ish and began the daily routine. Inspection, breakfast, then playtime; after that came the afternoon inspection and lunch; then finally at the end of the day was final inspection, dinner, and bedtime. Quite a boring daily routine, especially to Cherry, who had been doing the morning inspection for five years in a row now. No big surprise that she would decide to slip out a bit early and 'miss' the first inspection. After all, why spend time sitting in line when you could spend more time with your friends on the empty playground?

Her secret small spell she had learned a while back when looking through some dusty old books from Serenity's private stash. It was a novice spell usually reserved for those with a tight schedule who had to be somewhere early. Almost like an internal alarm clock. She had hers set about half an hour before waking time so she was able to easily slip out before the fillies all lined up for inspection. After escaping the boarding room, she would rendezvous with Tia and Murky just outside by the playground where they could play unbothered.

As usual, her plan went without a hitch. Slipping past the sleeping fillies and colts, she crept down the hallway and out the backdoor. She carefully shut the door behind her and turned, ready to greet her friends with a smile. For some strange reason though... Nopony was there to greet her back. There was a moment of silence as she looked ahead with a blank expression on her face. "Strange..." she said aloud to herself. "They've never been late before... Have they?" She quickly scanned through her memory for any such incident but found no matches. "I guess there's a first time for everything..." she reassured herself, slumping down against the wall. There was nothing left she could do except wait. If she went back in, she ran the risk of alerting somepony and jeopardizing the whole plan. So, she sat there and waited.

After a while, she heard the morning bell ring from inside the orphanage, and still no sign of the sisters. She sighed and slowly edged her way back into the orphanage. No sense in waiting around for nopony and missing breakfast. She'd probably find those two inside anyhow. Strange how they didn't show up.

The rest of the day went on as any other had. She couldn't seem to find her two friends anywhere, but they were probably out playing somewhere. Even best friends had to get away from each other once in a while. She didn't let it get her down though; she did what everypony else did on a normal day at the orphanage. She read, played, normal things. Several hours passed and soon, the sun was beginning its descent from the sky to the earth. Instinctually, Cherry made her way to the usual meeting place high up on the roof. So far, she had failed to see her friends for the entire day! They had forgotten to play in the morning, reading time at noon... There was no way they would forget this meeting though; then she'd know something was wrong. She started out the front door when suddenly Tia rushed frantically into her, knocking her over. "Tia? What's up with you? Is something wrong?" she asked as she pushed herself from the ground.

"Its Murky!" she began fearfully. "She's lost somewhere in the woods!"

This caught Cherry's attention. There was her explanation as to where they'd been all day. "Murky?! What happened?"

"W-we were just playing around with some of the other fillies in the woods," Tia began, "and she wandered off! I looked forever but I still couldn't find her!"

"Where are the fillies you were playing with?" Cherry questioned.

"They're out looking for her as well; I came back to get more help from everypony."

"Alright, I'll go and look. Get the old lady, she'll know what to do." Cherry stated, taking charge of the situation.

The two nodded with out further word, and went their respective ways. Cherry charged headfirst into the clearing to the woods calling out for the young filly. She shouted till her face was red but Murky was nowhere to be found. She crossed over logs and rivers and through the brush calling every step of the way, but to no avail... It wasn't long before the sun just barely peeked over the distant horizon, shrouding the forest in a thin veil of shadows that halted her searching in its tracks.

Out of breath and near collapse, Cherry stopped in the last clearing she came across. She scanned the surrounding forests, hoping that she would see the familiar face of her close friend amongst the branches smiling brightly and ready to come home. Nothing but shadows. She scrunched her face together in desperation and to stifle her tears as the situation grew more and more hopeless.

"You can't give up now!" she panted to herself. "You just can't!" The tired mare bent down on one knee to gather herself, but she couldn't catch her breath. "But you can't go on!" she cried miserably.

Before she turned around though, she had to try one more thing. She sucked in as deep a breath as she possibly could, and shouted at the top of her lungs. "MURKY!" she cried listening carefully as her words rebounded off of the trees and echoed back to her. Her voice was to hoarse to try it again. Defeated, she turned back towards the orphanage. Hopefully she wouldn't have to be the one to tell Tia the news...

After what seemed like an eternity of shuffling through the brush, the orphanage finally dawned into view. The broken mare sighed, stepping somberly through the front gates. Most, if not all of the lights were dark within the worn building. She most likely up past bedtime. Just another obstacle she would have to overcome; the other Murky. What was she going to tell Tia? How was she going to tell her? These questions ran circles around in her head as she snuck around to the window that lead to their room. The light was on, meaning Tia was still awake. Cherry sighed. "Well... Here goes nothing..." she mumbled encouragingly to herself, taking a few steps back for the long jump up. Taking a quick breath, she sprinted and leapt up towards the window ledge, flailing her legs wildly to catch hold. Using her magic, she poped open the window and crept inside, landing hard against the wooden floor inside.

After a few moments to catch her breath, Cherry picked her head up to see Tia packing the last of her few toys into a small bag. Tia glanced over to her for a moment nonchalantly, then returned to packing. For a moment, the red haired mare said nothing; finding comfort in the awkward silence that had suddenly lay itself over the two. A few more moments of this turned out to be too much for the unicorn, and she forced herself up, moving over to her friend. "Tia... I-I couldn't find-" she paused mid-sentence, glancing over to her left. Murky was there, packing her bags alongside her sister, unharmed.

"There is no need for that, Cherry." Tia answered quietly, closing her bag. She lifted it with her magic and set it gently on the floor beside her. Murky finished shortly after, and briskly exited the room, leaving the two alone.

"What... What's going on Tia?" Cherry stammered, still in a state of shock. "How did you find Murky?"

"Oh, her?" her friend answered casually. "She never left."

"W-what..? What are you..." She stuttered, to shocked to find the correct words. "Why?"

"Because," the alicorn began unnervingly. "I needed you out of the way for our adoption."

It was almost to crazy to believe. What was Tia saying? Cherry's mouth hung agape as she tried to wrap her mind around what Tia was saying. "Your adoption? How would I get in the way of your adoption, Tia? I would never upstage you!"

"I couldn't take any chances, especially when somepony as important as the Queen of Equestria is involved."

"Y-you... The Queen?" The more she thought about it, the crazier it sounded. Surely somepony would have told them- unless... "So thats what Serenity wanted to speak to you about yesterday... She wanted you to get everypony ready...

"Indeed. My plan went off without a hitch."

"W-what about the others?!" Cherry stammered. "Certainly the Queen would have considered the dozens of other fillies here for adoption as well?"

"Oh, they were much more difficult to get rid of. A simple game of hide and seek fixed that right up however."

Cherry felt a small sting beneath her eyes as her vision began to blue. She tried to adjust her glasses to see better but to no avail. "How could you do this?" she whimpered.

"Oh, it was rather simple," Tia began almost emotionlessly, "you see-"

"No, how could you do this to your own friend?" she began in disbelief. "Lie to the one who kept you company when you had nopony to rely on but yourself?! What happened to all those years we spent together, playing, sharing secrets, having fun; does all that mean nothing to you?!" The alicorn grinned back at her and laughed

"Well, you see Cherry, friends are... Hrm... How should I explain this?" She glanced around for something quickly, finding one of her old toys, a small teddy bear with a loose eye, on the floor beside her bed. She levitated it between the two and continued speaking. "Friendship, one could say, is like an old toy; it's fun at first and it brings you so much happiness and joy. But after a while... The toy grows old... Decrepit... Boring... You slowly begin to find less and less joy in playing with the toy and after too long, you outgrow it. You forget about all the fun you had with the toy, and find something new, and more meaningful to satisfy yourself with." Ruthlessly, she crushed the toy into dust between with her magic, specs slowly descending to the floor into a small, pitiful pile. "But i'll cut to the chase. What i'm trying to say to you, Cherry, is that I've outgrown you."

Cherry froze in silence, a small tear running down her cheek. What her friend was saying... It was impossible. Maybe this was all just a nightmare. No, it couldn't be... Everything was too real. It was far too real... Her friend though... She was the nightmare. She wasn't real... There was no way...

"Murky and I no longer require your company to get through the day. While at first, it brought me comfort to know that there was somepony who cared about me... Well, i'd just be repeating myself, wouldn't I?"

"Well then," Cherry whimpered, tears streaming gently down her cheeks. "what do you need?"

Tia stepped forward, whispering a single word into her old friend's ear. "Power."

Time stopped in that very second. Cherry's mind processed the information as fast as it could, but even still, it was a minute before either one said a word. "So..." she began somberly. "You're trading me for a spot next to the Queen; is that it? You can't take comfort in what you have? You can't take comfort in our friendship anymore?"

"Oh it's more than just that. I'm not just securing power; I'm securing my very future." Cherry stood in silence as she listened to Tia drone on about her grand scheme. Deep inside of her chest, she felt a small spark form. From that spark, grew an ember. From that ember, an inferno. It was anger. Before long, she felt the wildfire flourish inside of her. She began shaking as her vision narrowed to mere slits. Her entire world melted into a mixture of red as she glared at Tia.

"... The fact of the matter is this; an opportunity presented itself to me, and I took it by the reins." Tia ended smugly. "You won't understand my reasoning, Cherry. You could never take an opportunity and make something of it. In fact, you probably wouldn't know an opportunity if it came and bit you on the horn, not that you would be able to see it."

That was the last insult. In an instant, all of her anger and sorrow burst in a brilliant explosion of intense fury. She screamed in sorrow and anger as she threw herself onto her friend, tackling her across the room and out the bedroom window. As the two locked together in the air, a single thought managed its way into her mind. A strange and cold thought that seemed to amplify her anger even further. "I will make you pay Tia." it said.

"I make you pay..."

Cherry snapped back from her memories. She froze in place as cold reality flooded her senses. The first sound that came to her was the soft, pitter patter of water against the cold stone floor. She was crying. Those memories... Those nightmares... They were but the beginning of her pain. Even still, the message was clear enough to remind her of her why she was there, alone in the dark tomb. The end was not necessary at this point; only how it began. Tia betrayed her; abandon her one and only friend to oblivion. There was nothing more to be said. No forgiveness... No reconciliation... No mercy.

She sniffled, wiping the tears from her face. She was desperate to conceal her emotions from her invisible friend, but it proved more difficult than expected. The memories opened up old wounds that still had yet to heal, even after thousands of years. Emotion proved to powerful of a foe for the alicorn however, and her legs gave out from beneath her. Her knees collided with the stone floor, sending a powerful shock-wave of pain up her legs. She cringed and curled her head against her chest to fight it off. This was the final straw. The weak dam that held back her emotions finally burst in a sudden and heart-wrenching scream that echoed all around her.

"I can feel your pain Cherry." Came the motherly whisper of her company. "I know how much it hurts."

"H-how could she do that to me?" she whimpered. "How could she say those things? Why?"

There was a pause, as though the voice was collecting itself, and then it spoke again. "Because your precious Tia is evil. Because she never really loved you..."

"She was my friend! She cared for me!" she cried, shutting her eyes to stifle the emotions building inside.

"Then why did she leave you? Have you ever once thought that maybe, she was never really your friend to begin with? That she used you from the very beginning? Have you ever thought of that, Cherry?"

"SHUT UP SHUT UP SHUT UP SHUT UP!" she shrieked, exploding in a fit of anger and sorrow. She did everything she could to shut out the voice but it was useless. The words echoed around in her head as she tried to drown them out. "She was never really your friend." it said; over and over and over again until her legs grew weak. She collapsed to the floor weeping as Eclipse continued to berate her.

"I know this is hard to accept Cherry..." she whispered, retaining her caring overtone. "But there is truth to my words, and you know it. Why are we here? Because of what she did to you. Why did she do this to you? Because she is evil, and must be stopped."

She sniffled letting Eclipse's words sink in as a new feeling began to boil inside.

"I sense your anger, your frustration... She did this to you. Made you what you are today... What will you do about it?"

The new feeling was suffocating, but it gave her strength. Cherry rose to her feet with newfound energy that continued to grow inside of her. She knew why she was here now. There were no more doubts. No more questions. She would not be fooled again. The Orphanage... Then Canterlot... It was enough. Now was her time. Her time to get vengeance for the pain. "I'm will get my revenge." she whispered blankly.

Eclipse snikered. That's what I thought you'd say...

Author's note: Sweet mother of Celestia that took three months longer than I thought it would. Sorry I kept you all waiting with this story! A lot has happened to me between this chapter and the last, and I just couldn't keep up with it. It went through a total of three complete revisions; two full checks; and a whole lot of drama. Thanks to everypony who stuck with it all the way; you are a true inspiration! Thats all I have to say for now, stick around for the next chapter! Hopefully it'll come out sooner than this chapter.

~Golden Hoof