Oceanna held a small object in her hand which seemed to shimmer slightly, highlighting her fingers with the slightest hue of pale blue. She stared intensely for a few moments, and then searched the room cautiously, watching both Bunny and Melody to make sure neither was looking her way before she slipped her secret sphere quickly under a pillow. As Melody lifted her book to place it on her lap she heard the blond girl call to her, "Melody, will you let Pepper in?"

"Excuse me?" the young girl inquired with a raised eyebrow.

"Will you let Pepper in?" she repeated kindly.

"What are you talking about, Oceanna? No one is at the door otherwise they would have knocked."

Oceanna just looked at her, not in a sour way, nor a offended way but more with an expressionless gaze. The confused child shrugged her shoulders and went to the door. With a turn of the knob it was opened and to no surprise there was no one. Before she could shut the door once again, she heard the familiar voice of the senpai. "Melody, thanks for getting the door for me, my hands are full with books tonight. Did you hear me coming up?"

"N-no." She stuttered quietly.

The senpai suddenly took on a concerned expression, "Melody, you look a little pale. Are you alright?"

"Fine, I just need to sit down for a minute."

A cross look plastered the face of the red-head, "Bunny, what did you say to scare her so much?"

Confused, the dark haired girl turned around from her studies. She blinked in wonder of the senpai's angered face, "Huh?"

Five minutes of study turned into fifty and the low toned dinner bell echoed through the halls. Bunny was the first to slam her book shut and jump from her work. In a rush, she gathered her friends up and dragged them to the dining hall. The large crowd of students blocked the way of the group of girls but Bunny plowed through the mess, dragging her friend's behind her. Oceanna laughed "If only she was this determined about getting her school work done."

After finally getting their meals, the girls found a spot in the corner of the room. Hundreds of hungry students bustled about. Melody watched them, trying to appear proper by sipping her soup delicately, but the backlash of food that splattered from her messy companion's plate kept more busy wiping then eating. "Would you please stop that! You're breaking my concentration. Why did I get stuck sitting next to her?" she whined.

Bunny stopped her animalistic ritual of piling all consumable objects into her mouth and turned to the younger girl, "Because it's your fate to be by my side."

The other girl growled and continued trying to cover herself from the mess. Pepper giggled softly and leaned back against her chair for an instant. She inhaled the fine smell of the food that still cooked in the kitchen. Oceanna looked to the senpai and asked "Has it always been this crowded?"

Pepper looked to her, "No, actually the Planet Academy used to be quite a bit more exclusive. In all the years I've attended this school I must say that there were not even half of what are here now."

She looked sheepishly at Oceanna, "Don't take this the wrong way, but most of the new students here aren't even qualified but I guess things change. Many new students arrive all the time. Things have been strange since the switching of owners."

The blond thought for a moment, then spoke "Who is the new owner anyway?"

"No one knows. I don't think anyone has seen or even heard from this new owner and no one knows why the old owner would even ever think of leaving. The founder of this place loved it and wanted all his students to excel in their talents, and be the best. He provided encouragement to everyone. After last year, no one heard from him again and the new owner was announced."

"The school's headmaster disappeared. That's really strange," Bunny mumbled with her mouth half-full.

Melody slapped her in the back of the head and yelled at her, "Don't talk with food in your mouth, you rude creature!"

All that could be heard was hacking and gasping as the dark haired girl tried to swallow the food she was choking on. Oceanna jumped up and patted her friend on the back in hopes to help while Melody crossed her arms and frowned at the sickly display.

The girl played with her long blond hair as she looked to her boyfriend in concern from across the table. The dim lamp highlighted his face, revealing his worries. "I don't remember them from the days of the moon kingdom, Mamo-chan. Do you think they really are your protectors?"

Mamoru placed his fork down beside his dish and positioned his elbows on the table so that he could lean forward. He breathed in for a few seconds while deciding on a response before exhaling loudly, then he closed his eyes, "I truly don't know. They seem so familiar. Maybe not from Silver Millennium but from the Golden Kingdom, my kingdom somewhere."

She thought about it deeply for a moment. There wasn't much she could recall about the people there. A lot of it was under her mother, Queen Serenity's, care and at the time she remembered only paying attention to her prince. Her thoughts turned to another subject, "I still don't think those academy girls are the cause of this evil."

"Are you still determined about this?"

"Yes, I am. Think, maybe it's not them. Maybe it's the school, the Planet Academy. Didn't Pepper-san say it has switched owners? We saw the construction going on during the change."

"It's a possibility."

After that, the two sat silently, then decided a change of subject was needed. They began to eat and converse about the daily events and what they were going to be doing later in the week. When the meal was done, he looked out his window and saw that night was beginning to cover the city with it's cool blanket. "It's getting dark, Usa. I'll drive you home, okay?"

"Arigatou, Mamo-chan." Her eyes held a cheerful look, but she couldn't help being distressed. It was the second time he called her that. Why all of a sudden? What's different between us? These questions echoed in her mind as she stood up to help him clear the dishes from his dining table.

At the Planet Academy, the four girls sat on their separate beds and kept busy with their own separate interests. Bunny cried out as she crumbled another piece of paper in her hands and tossed it in the air. The ball unexpectedly knocked Melody's flute and the tune she had been playing was lost. She growled angrily and stood up. "Watch it!"

Bunny turned around and swung her pillow from her bed into the air where it smacked Melody dead-on in the chest. She picked up her own pillow and clenched it tightly. A voice called strictly, "Behave!" but the senpai's words came too late as Bunny ducked the flying object and the cushiony down-pillow whacked the red-head in the face.

Melody gasped in horror as Pepper went to throw it back at her, both Bunny and Melody instinctively ducked, causing it to fly across the room... and hit Oceanna! So began one of the biggest, most fun pillow fights the girls had ever experienced. Feathers and pillows flew from all directions. Giggles were unrepressable. They fought until they could no longer stand. All four girls laid back horizontally on one of the beds with their legs hanging off the end.

What happened next made each of them stare in wonder. At first a blue light shone from the dresser across from them shaping into a rose design on the ceiling. It was followed by green, red and purple ones that overlapped each other creating a strange pattern. When they looked to the source they found that the mirror compacts had opened. Holographic roses hovered above the mirrors. Pepper recognized the design to be the layout of the academy. A small dot of light shone in one area in particular.

Screams could be heard down the hall. Immediately they ran out of their room and into trouble. They rushed to see students running and others dropping like flies. At the center of the commotion was a misty figure that they could not make out from their angle. It hadn't dawned on them until now that the compacts had located where the disturbance was coming from. Quickly, they held up their hands and shouted their transformation calls.

"Eternal Wind MAKE UP!"

"Eternal Fire MAKE UP!"

"Eternal Terra MAKE UP!"

"Eternal Water MAKE UP!"

The rings they wore shone brightly and they became sailor soldiers once more. After the magnificent transformation, they ran toward the enemy but as soon as they caught sight of the ghostly figure Terra and Wind shouted in fear. Water looked on in wonder as Fire let out a gasp of terror as well. "Th-the demon is the old headmaster of the Planet Academy!"

The other three girls turned to her in disbelief but quickly turned again to the man. Gray speckled the yoma's hair and wrinkles lined his face with age. A while light surrounded his body and as it touched more students the light became brighter showing the gain in power he won with every victim. "He's sucking the energy from the students!" Terra cried out.

Wind added, "What can we do? If it IS the previous owner then would it be right to destroy him like the other yoma we've encountered so far? He was once human, right?"

Terra shook her head, "We have to do something!"

Both girls charged at the ghostly figure and tried to attack him but as they swung at him with their staffs the objects passed right through him. Water tried calling upon her sailor powers instead of physical strength. "Chaotic Rain STORM!" she shouted but he laughed as the needle-like drops also passed through him. Un-phased, he continued to take the energy from the students.

Sailor Water watched carefully as he drained the students one by one. Then her eyes lit up, "Everyone, he solidifies for a brief moment every time he touches them. If we can manage to hit him at that exact moment we can--"

"NO!" Fire said firmly. "We can't kill him."

Wind's eyes furrowed, "We have to stop him or else he will keep this up until he's taken all the students' energy."

Terra looked to her soldier companion compassionately even though her heart was racing, then said, "Maybe we can find another way."

With that, Fire ran from them and approached the ghostly man. "Sir, please stop. Why are you doing this to your students? Wasn't it you who wanted them to excel in their work? If you keep this up you'll kill them!"

The man flew at her and grabbed her by the throat but even though she struggled at first, she soon stopped when she knew she could not escape. "Sailor Fire!" Wind called as she tried to run to help her friend.

"You can't!"

"What's wrong with you, Terra? Do you want her to die?"

"Let her handle this," Water explained. "Whatever this apparition may be, it is still a friend to her and she has to deal with this on her own. If she doesn't defeat it she will never let him go in her mind."

Wind's mouth curled into an frown as she watched the ghost hold strong to the red clad soldier. The ghostly man's eyes glowed fiercely and spittle dripped from his mouth as he spoke. "This school has many talented young souls with much energy."

"Please..." Fire begged as tears entered her eyes, "please remember what your dream was! Remember your students and what you accomplished here!"

He looked into her eyes and saw her clearly. "Pepper-chan?"

"Yes, sir." she wept happily.

"You're risking your life to help me, but all I want is to be free from this."

"What do you mean?"

"Something drained me, drained me until there IS nothing left but I NOT allowed to rest after my turmoil. It holds strong to me and makes me feed on the very life I have always strived to help."

"Sir..."

"Pepper, please... please end this... before I lose myself again... rrRRRRRAHHHH!" He shrieked as the dark energy started to take effect once more.

She could feel his grip tightening and the pull on her energy but as he solidified she closed her eyes. In choked words she whispered "Flame HURRICANE!"

A whirlwind of flames encircled the two and when the power died down the soldier looked on to find that the demon had disappeared. Sailor Fire fell to her knees as tears streamed down her face. She thought she heard an aged voice whisper to her, whisper a thanks, but she could not be sure. "What kind of creature can suck the life from someone and hold onto that person even after they are gone? What sort of evil are we dealing with?" Fire asked to no one in particular when the other girls had joined her.

Deep inside the boiler room, the shadowed figure laughed sinisterly. The laughs resounded off the walls and trailed through the halls of the Planet Academy.

End Episode 03.