A Battle on Many Fronts

Tecna hated not being allowed to return to class but Ophelia had told her that she had to wait a couple more days. She was looking forward to getting her life back to normal; she hated just sitting around the dorm while the others went to class. She could actually be learning something right now, but she had to sit inside and keep herself occupied. Then she remembered what she had arranged earlier. Opening her eyes to check the time, Tecna looked at the clock, "At least I will be able to do something for a little while," she sighed to herself.

A light knock on the door caused the Technology fairy to stand to her feet and walk to the door of the dorm. Opening it, a smile appeared on Tecna's face as she noticed the girl outside the door. It was just the distraction she needed.

A girl with orange hair that reached the middle of her back with violet eyes wearing a light blue sundress stood outside the door.

"Come in," Tecna said with a smile.

The young girl smiled shyly as she entered the room and Tecna closed the door quietly behind her. The girl looked up at the Technology fairy and could see the exhaustion in her eyes.

"Are you sure you're strong enough to be tutoring me?" The girl asked.

"Listen Marida, I'm fine!" Tecna replied trying to ignore the temptation of rest she needed to recover.

"Ok," Marida replied sheepishly.

Marida followed Tecna over to the couch before placing her bag on the table.

"I am happy to help you with Palladium's class," Tecna said, "But don't you think Flora would have been a better choice?"

"Usually yes but Headmistress Faragonda told me that if I don't pass this exam then I'll be forced to withdraw from Alfea… so I wanted to be tutored by the very best."

Tecna smiled modestly back to Marida. "Thank you for the compliment, have you brought your books?"

"Yes," Marida answered enthusiastically before Tecna moved a few books from their main coffee table and set them down out of the way. She then disappeared into her room for a moment before taking out her handheld and setting it on the table.

"Okay, first things first, have you been to all the classes?"

"A few, probably not as many as I'd like to," she answered honestly and could see the way Tecna's eyes narrowed a little but she didn't voice her disapproval.

"Alright, but I just want to make it clear that we only get as much out of study as we put into it. Just because I am tutoring does not mean that you don't need to do any individual study later."

"Of course, I know that," Marida answered, "I just really don't want to be kicked out, I'll do whatever I have to do to stay."

"Good because it's not going to be easy," Tecna smiled; first I think we need to check your understanding of some of the more basic herbal ingredients. What I'm going to do is use my handheld to project the image of the herb; it is your task to tell me what it is called, how it is used, and what effect it has." Marida nodded before Tecna typed something and it appeared before her.

"That's Belladona," she smiled and Tecna bit her lip slightly.

"That was an easy one, how about this…" Another image appeared, this time of something a little more misshapen and dull. "It's not an herb but is a form of tree bark."

"But I thought Herbology was just the study of herbs." Tecna shook her head and tried to stop herself from face-palming. "Professor Palladium is one of the most knowledgeable elves in the magical dimension when it comes to plants, woods, barks etc. He always and I mean always puts a trick question on the test or test's something that he specifically said in class that he would not test. I don't know why he does it but when he says 'don't study for this' you need to underline it three times in red pen and make a note that says 'study this' because I guarantee you that one… no, maybe quite a few questions will be on the test that you didn't know about."

Marida's eyes drooped and her shoulders sank, without going to classes she didn't know what would or would supposedly 'not be' on the test. Only lecture style classes were recorded but not the general classroom presentations.

"I'd suggest that you read these," Tecna explained, passing over her note pad, covered in sticky notes and highlighted marks.

"But won't you need it?"

"I'm afraid not, I've been banned from the classroom until further notice. So I obviously won't be taking the test, but you can use them to study in the meantime and return them to me afterwards."

"Okay."

"Should we continue?" Tecna inquired and she nodded her head before another plant projected before her. It was going to be a long day.

The Trix and Valtor sat awkwardly on the precariously positioned rocks in the dark inter-dimensional portal. They all sat silently and let their thoughts run wild as they began to go mad with boredom. Stormy sat with her legs crossed and reached down to pick up a stray roc. She felt the rough jagged surface in her hand and began to feel her shoulders tensing up. The boredom was beginning to test her temper. Soon, she could feel her whole body burning as she struggled to contain it. She raised the arm with the rock in high above her head and through it violently across the cavern.

"URRRR!" she shouted as she clenched her fists and ground her teeth. Then, she scrunched up her eyes looking in Valtor's direction. Darcy and Icy just looked at Stormy blankly; this behavior wasn't unusual for Stormy. However, Valtor was less familiar with her temper and gazed upon her angry figure very confused.

"Whatever is the matter Stormy?" he asked calmly.

"What is the matter?" she asked mockingly. "What is the matter? I'll tell you what the matter is! We've been sitting inside the inter-dimensional portal for days doing nothing! We can't take over the Magical Dimension by doing nothing! You promised we were leaving here the other day, but no. No, we're still stuck in this dreary portal even though you went and collected your stupid spells!" Her voice echoed around the cave as she stood up and shouted into Valtor's face.

"I'm with Stormy on this; just sitting here isn't getting us anywhere. We should be miles from this stupid place now. You've got your spells, so why did we come back?" shouted Darcy as she joined Stormy in her argument.

"Complications," he stated simply.

"Is that it? Can't you even tell us?" added Icy as she began to see her sister's views. He stood up slowly and towered over Stormy and Darcy who had stood over him in an act of intimidation.

"You see, I wanted somewhere that would make a statement, shock the Magical Dimension. And to do that, I needed to gain more power first, so that I had the power to take over some place. We had to return here, because I needed time to practice my spells and give me time to think of the perfect location." He continued to speak calmly as he looked at Stormy who was shaking in anger before turning and walking away from the witches.

"We could set up in Shadowhaunt. That place is practically made of dark magic." Stormy said.

"Underground is no better then underwater like this place." Darcy replied at the suggestion.

"No," Valtor said calmly, "That would not be a good enough statement to everyone."

"What about an ancient dwelling full of history and powerful dark spells?" Icy asked.

Valtor turned and looked at the Icy with a curious glance.

"Something like the Cloud Tower Castle." Icy continued.

"The school for witches," Valtor smiled as he walked to a wall of water, "very interesting."

Waving his hand in front of the watch a scene of Cloud Tower appeared in the water.

"It certainly would be roomy." Valtor pondered as he reached his left hand toward the picture of the school. He quickly pulled it back when a jolt of magic coursed through his body. "It's defended by a spell that protects it from dark magic, now that's a joke."

"Griffin was always lame." Stormy commented.

"The whole place was lame," Darcy said "though it would be fun to rule that school again."

Valtor turned to look at the three witches with a smile on his face.

"So that's what Griffin is doing, running the Cloud Tower School." He replied as his eyes brows furrowed, "She and I have some unfinished business that needs finishing."

Valtor slowly turned back toward the wall of water as his smile grew. "Then it's decided," he said, "Cloud Tower will become our new headquarters."

Valtor extended his left hand toward the falling wall of water causing a vortex of energy to appear. "Follow me ladies." He laughed as he entered the portal.

The Trix's cackling echoed through the cavern as they followed behind the wizard.

Valtor leaped and bounded through the forest toward Cloud Tower with the three Trix behind him. It felt oddly strange for him to act scared when he knew he was the one who held all the power, at least when he wasn't a deer and the three witches wolves.

"Hey! Look out there!" Minerva called her dark purple hair swaying as she stepped closer to the window.

"Awesome," Ebony snickered, "the white hair of a deer is used in like thirty different potions!" She turned to look at her friends, "Come on!" She quickly raced down the corridor with her two friends following closely, all of them excited at the prospect of experimenting without needing permission from the teachers to raid the potion supplies cupboard.

"Hey little deer, come here! We'll protect you!" It was hard for Willow to stop herself from smiling, but she did a good job as it trotted its way to the main door. He approached the group of three as Willow slowly brushed his fur, enjoying the feeling between her fingers and marveling at its quality. A pelt like this could give them enough supplies for a good six months.

The sound of growling caused Willow's two friends and the other four witches that had come outside to stand between the deer and the wolves.

"You're safe now, don't worry, we're your friends."

"I'm not afraid," the deer spoke, making the witches back away from him quickly and watch the deer's bones crack and move before Valtor stood before them. "But you should be."

A smirk grew on Valtor's face as he cracked his neck before glaring at the witches.

"And thank you for inviting me into your home." He replied as he took a step toward the frightened witches.

"Do…Don't worry you guys," Ebony said with a nervous voice but trying to sound brave, "the protection spell will get rid of him."

"Normally you would be right," Valtor commented as he continued to walk toward the girls.

As he neared them he raised his left hand causing a wave of energy to shot out and hit each nearby girl. The sounds of the girls screaming hoping that someone inside the school would come out and help died out as each girl stood staring off into the distance.

"But I am afraid that a protection spell only works on uninvited visitors." Valtor continued as he placed a hand under Willow's chin, "once you asked me inside the spell became useless."

Turning around Valtor watched as the three wolves walked forward, each one's bones cracking as they changed into the Trix.

"They will never learn." Icy said as she and her sisters followed Valtor into the school.

"Hmm…" Griffin pondered before picking a book from her shelf and instantly turning to the directory at the back. Her slender, pale finger slid down the list of potion recipes and just when she was about to find the page for the invisibility potion she needed to add to the schools work program she felt a shiver run through her spine. The book hit the floor with a thud as Griffin's heels clicked their way to the door. She opened it and looked down both sides of the corridor before turning around and seeing him.

"It's nice to see you again, Griffin."

Anger rose inside the witch as she looked at the man sitting in her chair with his feet resting on her desk with a smirk on his face.

"What are you doing here Valtor?" Griffin asked as she formed a ball of green energy.

Valtor quickly flicked his wrist causing the ball of energy to dissipate in the Headmistress's hand. "Don't try to use magic against me Griffin." He said before flicking his wrist a second time.

The Headmistress could feel some unseen force pushing against her; she tried to hold her ground but could feel her feet sliding across the floor before being pushed off the ground into the bookcase.

Valtor chuckled as he slowly stood up and walked around the desk to where Griffin was stuck against the wall. "I already have far more power then you can handle," he said he gently touched the Headmistress's cheek, "and I haven't even started to take what Cloud Tower has to offer me."

"This is my school," Griffin spat, "and you won't be taking anything."

Valtor formed a ball of energy in his left hand before pushing it into Griffin's chest. A smirk was the last thing that she saw on his face before her vision blacked out.

"Wrong on both counts my dear Griffin," Valtor said as the Headmistress's body fell to the ground unconscious, "Cloud Tower is now my school." A large smile appeared on his face as he walked to the large window in the office and looked off into the distance at Alfea, "And I'll be taking far more then you can imagine."

Lucy was sitting in the cafeteria eating her food with the other witches. It was an average day, nothing really exciting happening, when she noticed a few snowflakes falling to the floor she was about to say something.

"Hey look, it's The Trix!" One of the other witches called out as three girls casually strolled into the room.

"You three get out now," Ediltrude commanded as she stood to her feet, "or I'll call the Headmistress."

"The Headmistress is out," Icy replied calmly as she took a step to her left.

Valtor leisurely walked into the room with his hands behind his back, a wicked grin plastered on his face.

"Meet the new Headmaster." Icy continued as she took a step in behind Valtor.

"Valtor!" Ediltrude yelled out.

"Girls get out of here!" Zarathustra yelled causing the witches in room to move toward the doors.

"Now I can't have that," Valtor commented as he brought his hands from behind his back causing the doors to slam shut trapping everyone inside the room.

A laugh could be heard echoing through the room as Valtor shot spell after spell toward the trapped witches causing them all to fall under his powers.

"And now all of your powers will become my power," a smile spread across his lips as he looked at all the people in the room with blank expressions on their faces, "and my wishes will become your commands."

Headmistress Griffin groaned as she sat up on the bed that she had been placed on. She placed a hand to the right of her head from the headache that had started.

'Where am I?' she thought as she started to hear a dripping sound in the distance, 'the last thing that I remember was being attacked in my office.'

"My three little witches were just showing me the secret vault of magical spells you have." Valtor said causing the Headmistress to turn her head, "Some of them are very nice."

Griffin quickly rose to her feet when she noticed the Trix standing behind the wizard that she had thought she would never see again.

"I know you hate this school," Griffin said as she lifted her right hand toward the girls and pointed at Stormy, "but how could you three traitors let this monster in here?"

"Well we might now be traitors if you didn't kick us out!" Stormy yelled.

Valtor raised his left arm in front of the angry witch to have her calm down. "You're hardly one to talk about being a traitor." He replied calmly.

"What do you mean?" Griffin asked with a defiant voice.

"Have you forgotten when you and I were the go to team for the ancestral coven?" Valtor questioned, "We were so good together, that when we combined our dark magic there was nothing that could stop us."

Griffin crossed her arms in front of her as she glared at the wizard.

"But then you had your change of heart," Valtor continued. "You talked a good game about evil and mayhem, but when it came time to deliver you were too scared." Anger began to enter Valtor's voice as he continued, "The ancestral witches would have destroyed you if Faragonda hadn't reached out with her relocation spell and brought you to Alfea." A scowl appeared on Valtor's face, "With your help the company of light defeated me and for that you will pay."

"You and the coven were going to destroy the entire world," Griffin replied caustically, glaring at her opponent with both nostalgia and hatred, "and that was wrong Valtor."

"No Griffin," Valtor spat, "you were the one that was wrong. And if you don't see it yet then maybe an eternity behind bars will give you a chance to re-think things over."

Valtor turned and walked out of the cell that he had been standing in with the Trix closely behind, snapping the fingers on his left hand the bars of the cell began to glow yellow. Griffin rushed to the bars and grabbed them only to be sent back to the floor.

"It's been nice knowing you Griffin," Icy replied as she climbed the stairs out of the prison of Cloud Tower.

Mirta turned her head to the familiar feeling. A feeling she had not felt this strong since she transferred from Cloud Tower to Alfea, a witch was nearby; no, a lot of witches. She stared out the window of the room to the forest beyond looking for its source…nothing. What were witches doing here?

Ms. Griselda was in the middle of teaching the class how to defend against a magical attack using their own defensive shields. Mirta was about to raise her hand to tell her that she felt the dark aura of witches nearby when a buzzer sounded from the intercom on the teachers desk, interrupting her instructions. Ms. Griselda walked over to the intercom and pressed a button.

"Griselda here," she spoke to the box.

"Sorry to disturb your class, but could you come to my office immediately," came the voice of Headmistress Faragonda.

"But Headmistress, what am I to do about my class?" she asked.

"I've asked Palladium to come and take over your class." Came the reply as the Professor walked in the door.

She nodded to the newly arrived elfin professor, as she replied, "on my way Ms. Faragonda."

Almost immediately, the class broke into murmurs as dozens of whispers were exchanged.

"Professor, I don't know if anybody should be concerned, but I'm feeling the presence of a lot of witches nearby." The Professor raised an eyebrow.

"I was afraid you would sense them first." With a wave of his hand, they heard the click of the locking mechanisms of the windows; when all of them saw the three witches float by, not noticing all the fairies behind the window. The whole side of the classroom slowly backed away from the large windows as the witches flew out of sight.

Mirta was the only one who didn't move. She remembered the three witches from her time at Cloud Tower, when she attended there. She wondered, what is going on when the witches' intentions became clear as day when the shattering boom of a window was quickly followed by panicked screams of girls from a few classrooms down.

"Listen everyone! Get out to the front of the school in an orderly manner, and no matter what, do not engage them in battle!" the Professor ordered.

Mirta ran down the hallways with the other girls before looking to her right out the windows. "Lucy?" Mirta mouthed before her floating friend's rigid arms and white eyes trained in her direction and unleashed a whitish-blue light that Mirta had never seen before cast by the witch.

The energy cracked and imploded the enchanted windows that were designed to protect from magic and everything was thrown into chaos. The students closest to the window jostled each other to get away, pushing and shoving to desperately get outside before another attack hit the window to their left again.

"Everyone out and wait outside while I deal with out guests. Upperclassmen, it will be your responsibility to maintain order in the meantime!" the Professor shouted to be heard above the clamor. Prof. Palladium held his arms out to the side and then brought them back together, "Sphere of Entrapment!" A bubble formed around the witch keeping her hovering in place. He looked at the face of the witch hovering just outside the window, the isolating bubble seemed to have the desired effect, but he quickly realized that something was going wrong fast as the green hue of the bubble quickly began to turn red, telling him it was failing.

Inside the bubble Lucy raised her arms as a dark sphere grew. Four more witches came into view and they too were powering up their own attacks. Palladium ran from the room as he quickly chanted the most powerful defensive spell he could think of before the room exploded and he was thrown down the hall from the shockwave.

It seemed that every classroom had been emptied into the hall to proceed to the quad out in front of the school, but the crowds were in disorder. The few faculty that were in sight clearly had no control over the young girls that were crying, shouting to their friends, and were changing into their fairy forms out of pure panic.

Mirta had no choice but to go with the crowd that was scrambling to get out of the school. As a witch trying to become a fairy, her being a witch left her unable to absorb or create her own positive energy. The little that she could tap into was quickly used up in the daily classes and her own negative energy was useless in magic that required love and creation.

Despite evacuation drills conducted in the past, Mirta saw that most of the practice was lost by the panic of some students and courage in others as they battled with the increasing number of possessed witches. Shouts of attacks echoed in the hallway as fairies battled.

Mirta made it outside the campus and stopped and looked up in disbelief at the sight of what looked like an ultimate battle between the two opposing schools. So much for the not fighting. 'What am I going to do?' she thought as she saw a beam of pink light miss a witch by only a few feet.

"Someone help me!"

The plea for help stopped her train of thought. The voice, it sounded familiar. She saw someone she knew in the distance dodging explosions of dark energy, doing their best to fight back. The desperate cry was from Amaryl, and she was being followed through the air by Lucy.

"Lucy! Leave her alone!" Mirta shouted as she took off to follow both of them. Amaryl changed her course suddenly and came back in Mirta's direction. As Lucy flew towards Mirta chasing Amaryl, Lucy seemed to change her tactics by slowing down and moving her arms in front of her with her palms following the young starlight fairy's path through the air. Mirta noticed Lucy's gesture and immediately and recognized it as a powerful homing attack used mostly by the advanced seniors at Cloud Tower and its teachers.

"Amaryl!" Mirta shouted at the fairy whose fear was obvious in the look on her face. "Look out!"

The starlight fairy looked back and noticed the dark energy gathering around Lucy's hands.

Mirta ran and put herself between Lucy and Amaryl, she cast a barrier spell that should reflect or, at the very least, absorb most of the impact and its effects. There was no time to think about how effective it would be as Amaryl seemed intent on crashing into her. Mirta stepped to the side and ran past her and stopped when she was no more than twenty feet away from her.

"Lucy! Don't do it!" Mirta shouted with sadness in her voice as she raised her arms, trying to distract her. Lucy fired the big orb and it quickly followed the same path Amaryl had flown and now Mirta was in its path. "Stop Lucy! This isn't you!" she shouted with tears flowing down her cheeks as she moved to stop the orb. She had one more chance. She needed to cast a similar spell to the one Lucy had used. Placing herself in the orb's path and saying a few syllables under her breath was all she manage to do before she felt a terrific shock.

She had been told a few times about the effects of the spell Lucy had used but this was unbelievable. The force of being hit and having all that negative energy going through her was the most painful thing she ever felt. The last thing she saw was Lucy before her world faded to black.

There were balls of magic fire flying freely through the air, the dragon of flame spurting the masses from its mouth. Even though it wasn't real, the hulking body and scorching talons were fearsome enough to send every Alfea girl running in panic. The beast tore down the winged gates to the school, baring the grounds to its master who sauntered in with ease. His beast did his dirty work while he got to reap the benefits.

Petal saw Valtor before anyone else, having taken cover under the fallen South Tower. Her arm was scratched and bleeding, the gash needing stitches, but she pushed past the pain as she inched toward the invader. She knew that she had to do something to stop him; if she didn't try, then he could only cause more damage.

Heaving herself from the ground, she charged Valtor, sending a pulsing blast his way. The attack made her dizzy, draining a lot of her energy, but it worked. Valtor was sent spinning to the ground, the dragon crashing into the school, setting the main hall ablaze.

The witches didn't seem to notice their master's fall, and continued on with the strike. His annoyance at this was evident; he wasn't used to such trivial foes, and now had to take care of the pest himself. His grey eyes searched with malice for the source, until they found Petal. Green eyes locked his icy stare, and his lips curled up evilly. He stood majestically, brushing off his jacket, before sauntering towards her.

Petal immediately seized with fear. What had she done? Her waning power and lack of a plan were now catching up to her with every step Valtor took. While he looked like he was gaining confidence with his stride, Petal was feeling more and more drained. She took a second to think if he was doing this, but was then forced to realize that she was mistaken in attacking such a powerful man all alone. She was not match; she wouldn't last a second. She was bleeding and tired, and soon he was feet away, close enough to touch her. His presence was icy, siphoning away the last of her energy.

She trembled, tripping over her own two feet as she tried to back away. He smiled in her panic, relishing in it. He reached for her, but she flinched away, sending the best attack she could his way. He deflected it with a flick of his hand, the sputtering ball of light fading into the distance. She sent a few more, each weaker then the last, so pitiful that he didn't even have to dodge to avoid them. With her last attempt, he caught her hand and twisted so hard she screamed and then threw her across the quad, skidding across the field.

Alice was on the other end of the school ground, fighting the fires raging through the building. The smoke was thick, but she didn't have to be blind to see her best friend being tossed across the lawn like a rag doll. She saw Petal twitch on the ground, her whole body shaking as she tried to get up, her arms unable to support her. To make things worse, Valtor wasn't giving up, stalking his prey to where he had placed it. Alice knew what would happen next; she didn't need to be told what would become of her friend if she didn't act.

Seeing red, throwing caution to the wind, Alice flew from the opened hall and out a window, blasting the general area around Valtor. She gained his attention, successfully distracting him from the injured Petal, his eyes narrowing to slits as he scanned the skies. Alice was diving, going in for the kill strike; she was so close she could see his smirk when she was halted, her whole body jerkin out of flight. She felt like she had run into a wall, breath gone from her body, eyes wide as she took in what was going on.

Valtor had caught her, one hand on her throat, choking her, the other buried inside her chest. He was literally elbow deep inside her body; she could feel his hand squeeze around her heart. She couldn't breathe, her vision spotting, but she could scream as Valtor pierced her heart, pinching her veins.

"AHH!" Alice screeched. She felt like a knife was repeatedly running her through.

"Now, now, it's not that bad," Valtor chided as he twisted his hand.

Her heart dislodged itself for a split second before snapping back into place. The sudden rush of blood made her sputter, her whole body going into seizure. But he removed his hand, and with its absence came a coldness Alice could not explain. She felt empty before crashing to the ground, staring lazily up at Valtor. He had something blue and pulsing in his hand, grinning in what seemed to be victory.

"Wha-What have you…?" Alice slurred, Valtor reached down and touched her head, a darkness taking her over as she fell close to her friend.

"Silly fairy," Valtor chuckled as he took in the sight of the girls. "Such foolish girls."

"VALTOR!" he heard an annoyingly familiar voice call from behind him. He grimaced before turning to see Ms. Faragonda posed before him, angry and ready to strike. "You will not get away with this!"

He laughed in complete joy, reveling in her stupidity. Her confidence was commendable, just as he remembered, but wrongly placed. See, now that he knew the true extent of his powers, there was nothing he couldn't do.

"Oh, but I can."

"You will give back what you have stolen! That power doesn't belong to you!"

He twirled the blue orb in his palm, taunting the older fairy.

"Then come and take it from me."

He turned on his heels, moving the earth around him to propel his flight. The older fairy was tight on his heels as she chased him through the forest, determined to bring him down once and for all.

Icy, Stormy, and Darcy enjoyed nothing more than scaring the winx out of the fairies of Alfea. They enjoyed the way they stared in awe, how they shivered in their boots, how their wings tried desperately to work against their nervousness, and they overtook everything they saw into their control. They were merciless, fearless, powerful, and most importantly, ready to squash anyone who stepped in their way.

So when they were heading toward the Hall of Enchantments to obtain their prized possessions and Galatea made the mistake of coming out of hiding and into their line of sight, the three witches couldn't help but smirk.

"The Trix," the fairy shrieked, holding her hands forwards, her winx form prepared and ready for attack.

"Nice to see you've heard of us!" Icy joked, thrusting her palm forwards and releasing a series of sharp ice daggers. Galatea quickly jumped to her left and dodged them in time before sending a sound wave from her own hand. It nearly made contact with Icy, but Stormy was prepared and jumped before the attack, using a shield to defend her sister.

Darcy closed her eyes and Galatea took a step away as the shield shattered into thousands of tiny pieces, flying at her like knives, some of the shrapnel cutting her arms and legs in the process. Then she hit something with her back and saw Darcy who cast another spell the fairy's way that made her shrink to her knees and clutch her head with pain.

"Hahaha!" Icy laughed, her sisters echoing in her malice. "Now listen to us little fairy," she knelt to Galatea's level and placed her long nails under the fairy's chin, forcing her to lift her gaze as the pain slowly dulled. "You're going to take us the Hall of Enchantments."

"Or what?" She snarled, finding her face immediately met with the cool palm of her adversary. After landing hard on the red Alfea carpet she was pulled to her feet by Stormy and Darcy, who quickly used a binding spell on her hands, tying them behind her back, preventing her from using external magic. Icy was back in her face, this time her gaze holding an evil blaze.

"Or things will not end well…for anyone."

Bloom, Flora, and Musa flew through the schools hallways as fast as they possibly could. They were just at the stairwell when Musa stopped and placed a hand to her head, feeling slightly faint.

"Musa?" Bloom exclaimed, quickening to her side as she stood on the floor, eyes squeezed shut. "Musa, what's wrong?"

"I can hear something; it's like some kind of sonic wave."

The girls looked quizzically at each other, not sure of what that was supposed to mean.

"Hurry up fairy!" Icy ordered, pushing Galatea so she fell on the stairs before pulling her roughly to her feet again, her ankle had rolled in the process and she groaned. "And don't even think about taking us in the wrong direction!"

Galatea shook in fear, but carried on, hoping for someone to find her.

"I can hear it clearer now," Musa exclaimed, flying down the corridor with her two friends at her side, "It's princess Galatea; she's telling me that the witches are after the spells from the Hall of Enchantments and she's being forced to show them the way."

"We need to hurry," Flora decided and the group's wings quickly fastened their pace. Musa only prayed that they weren't already too late.

Galatea stood in the corner of the library; the witches having already managed to find the scrolls were now working on getting the ancient spell books.

They contained thousands of spells and enchantments from across the magical dimension, each full of secrets, danger, wonder, and mystery. Galatea had chosen to study them more carefully during her time at Alfea, and she had only just scratched the surface of their magic. If these witches managed to use just one or two of the spells contained within then disaster was sure to follow, and she couldn't stand by and let that happen. Moving just two fingers she cast a spell that made the books fly from the shelves and hit the witches over their heads. Their heavy covers bruised their skin and Galatea took her chance. She ran toward the exit, hoping to give herself enough distance to shut down the room with a force field and lock them inside, but it was already too late.

An attack from Icy blasted in her direction and froze her mid run. She stood, helplessly, eyes wide with fear as she felt the cold that only magical ice could bring. It was so cold it burned her skin, just over her shoulder blades, and she knew what was about to happen even before it did.

With the click of her fingers, Icy smashed the fairy's wings into hundreds of pieces. They shattered and each and every fiber tore through her body like an open nerve ending, making her vision blur suddenly with pain as she sank to her knees. She dared herself to turn and see what had become of her precious wings. Where they once were connected with her skin was now exposed and bleeding crimson to the matching colored carpet. It stung with the cold ice that still stuck to her back, the water melting down her tender back. She couldn't stop her tears; it was all too much.

"We warned you not to mess with us," Icy deterred, opening her palm and aiming an attack square at the fairy's head. "Now it's time you learnt your lesson."

"Back off!" Musa cried, flying in and protecting Galatea just in time with two perfectly placed attacks. They threw Icy and Stormy to the opposing wall with a bang as Flora and Bloom made their own grand entrance. The two fought against the three distracted witches while Musa helped lift Galatea to her feet and carry her away from danger.

"Maybe Ophelia will think of a way to fix your wings," Musa spoke hopefully, but it wasn't reflected in her friend's eyes. They were distant, vague, like the world around her had just shattered the same way her wings had. Musa tried to be optimistic but she had never heard of someone's wings being plucked from their back. Her right arm, cradled around the princess's back was already covered in blood, and she knew they needed to hurry.

The battle behind was raging, and before Musa could turn and do a thing to protect her friends, Darcy cast a dark fire spell that quickly enveloped the entire room. The smoke consumed the precious texts, their charred pages creating a choking ash. Musa couldn't see or do anything in this smoke and she knew that they would all be in danger if she let the fire rage and devour the whole school. After leaving Galatea against the wall in safety, she raced off back into the flames to help Flora out who was struggling to breath against the thick black smoke. Bloom staggered her own way out, coughing up a lung, and everyone seemed fine until Galatea suddenly dove back in.

"Galatea!" Musa screamed, running back into the fire, not caring that they rose to her head, stopping Bloom dead in her tracks.

"Musa! Stop!"

The music fairy didn't listen; she quickly made her way to Galatea who had already fallen ill with the smoke.

"My books! My books! I have to...save them!" she cried, wheezing for air. She was groping on the ground, burning her fingers on the flaming texts. Musa had to pry her away from the heaps of burning books in order to save her.

The heat from the fire was intense, making sweat appear on Musa's brow as she tried to pull Galatea toward the exit one last time. Her arms grew heavy as oxygen became scarcer and scarcer, until she couldn't see the exit anymore and everything was covered in fire.

The rafters above suddenly gave way and Musa jumped to one side to narrowly miss one before she saw Bloom at the entrance with Flora by her side, both of them calling to her. Her eyes started to close, her mind foggy and vision beginning to fade when another beam from above cracked and she did the only thing she could. She pushed Galatea toward Bloom and Flora before the beam crashed down on top of her.

"MUSA! NO!" Flora cried, tears instantly filling her eyes. "We need to do something!" She raced back in with Bloom at her side, unconcerned with the fire, both fairies helping to push the heavy beam off their friend so they could drag her outside into the smoke filled hallway.

"Is she breathing?" Galatea asked from her position against a nearby wall as Bloom lowered her ear to check. "No," she shook her head before pumping her fists into her chest and performing CPR. After twenty compressions Flora released two breaths into her lungs and the process repeated over and over until Bloom was too exhausted to continue. She slumped back to the ground, her bottom lip quivering as she looked down to Musa's burnt, bloody, and scar covered body, unmoving and unresponsive. Her shoulders shuddered as Flora's did the same, the two of them releasing their grief and finding it difficult to comprehend the events that so quickly become their worst nightmare. The fire was still going, the school was in danger, and now they had lost a friend.

"No," Galatea sighed, crawling her way to her friend and wiping a stray hair from her eyes with her delicate fingers. "It…it can't be. She can't be gone… she s-saved my life."

The girls huddledtogether, tears shed all around, that they didn't notice a bright purple light shone from Musa's chest. It started out dim and weak, but grew hotter under Galatea's hand until she couldn't bare to touch her anymore.

"OW!" sheflung away from Musa's body, thinking for a moment that the fire had spread again, but crawled away at the blinding light that was growing and growing. The energy was pulsing, rejuvenating the entire room and when the girls finally opened their eyes, they saw Musa she was glowing, her body shining in a purple light. But that wasn't the only change. Her entire form had given way to a new one, a more powerful one, and the girls cheered in jubilation.

"M-Musa?" Bloom choked, before getting to her feet and hugging her friend tightly in her arms, Flora and Galatea all doing the same as their tears of sadness were replaced with joy.

"You earned your Enchantix," Galatea smiled and Musa nodded, but more gravely.

"But at what price?" She asked before turning back to the fire and flying inside, more determined then ever to save her school.

"Musa!" They cried, chasing after her.

"It's okay! Maybe my fairy dust can remove the darkness inside the fire!" she called through the smoke, her body revolting against it like it had before.

Musa its suicide! We just got you back!" Flora pleaded, reaching for her friend. Musa shied away and leaned towards the inferno she had instigated.

"This is partially my fault. We helped cause this," Musa explained, focusing on Flora. "I have to try."

Flora nodded, understanding against her will, letting Musa dive headfirst into the fire. The others screamed in protest, but the fire spat at them as they tried to follow. Musa regretted worrying her friends, but this was something she had to do. Holding her hands above her head she used her bottle and spread the dust over the books and the flames, watching them disappear as she spread the dust further until not a trace of damage was left. The books and rafters that had been destroyed by the fire all returned to their original positions, the burns on their covers vanishing.

Musa, who was now completely drained from expending all of her energy, leaned against the doorframe. She was exhausted, but the result of saving her home was worth it. Bloom rushed over to support her drooping friend. It was only when the girls reentered the room that they noticed the Trix had left, probably to save their own skins. They cursed their bad luck, but that wasn't their main concern now.

"Galatea, will you let me try something?" Musa asked, turning her attention back on her injured friend, and the fairy nodded. "Turn around." She followed orders and turned, letting Bloom and Flora see the damage that had been done to her back. Tears filled their eyes at the mess the witches had created before, her back crusted with the blood that surrounded the jagged stumps that once used to be her fairy wings. Musa removed the small pink fairy dust bottle a second time, ignoring her own weak physical condition, and gently dusted the magic over Galatea's wounds.

"If it was dark magic that took your wings, maybe this will help to bring them back," Musa explained softly, easing Galatea's worried.

A sudden white glow illuminated the area, filling everyone with warmth and when it passed Galatea's wings were back in their rightful place, the creamy golden treble clefs restored to their former glory. Carefully she flapped them once or twice to make sure they worked and a smile beamed across her face. She lunged at Musa who only just managed to steady herself as tears of gratefulness entered Galatea's eyes. "You saved my wings!"

Mirta felt a powerful tenderness that seemed to come from every part of her body. A bright light seemed to equal the pain in her head. Large green bristles scratched half of her face, arms, and legs. A bright light and green came into focus as she slowly opened her eyes. Muffled explosions were all around her.

"Mirta! Are you okay? Please get up!"

Mirta slowly rolled over from her side, she slumped on her back. This time she noticed flashing lights and the shadow of a head appear in her vision.

"You have to get up Mirta! C'mon, wake up!" Amaryl begged as she took Mirta's hand and held it tightly as she looked into her eyes.

The warm feeling of her touch passed over her body like Lucy's attack but this time it felt wonderful. Her sensitivity to everything disappeared and she felt a happiness and peace that she could not ever think was possible. She felt so happy that she could fly, and she did. Mirta herself rose from the ground higher and higher until she was floating ten or so feet off the ground, not even realizing what had happened. She closed her eyes and on impulse, in slow motion she moved her arms in front of her and above her head, feeling a tickling sensation from her back and what could only be described as a cool light covering her body.

Mirta opened her eyes and looked down at Amaryl, who just stood there, stunned by the surreal event. Mirta was beaming.

"You're a fairy like me," Amaryl smiled finally, taking in her friend's success.

Mirta smiled back before moving her head to see the changes. She was wearing a hot pink top with dark blue straps and a matching skirt. She moved her legs, almost testing them out for the first time, from under her body and wiggled her feet in her new dark blue almost boots that stopped just below her knees with soles that matched the color of her top and sparkling satin dark blue gloves that stopped at her elbows. In her peripheral vision, she caught sight of her greatest endowment, a pair of translucent butterfly shaped fairy wings with a concentric pattern of purple and blue arches. But most importantly, there was no darkness around her now. All she did was shine.

Mirta slowly floated down all the while being tracked by Amaryl.

"I never thought that being a fairy could feel so good." Mirta gushed, fluttering her wings just to make sure that they were real. The girls laughed, Amaryl opening her mouth to speak, but she never got the chance.

A blue-white lighting strike, no more then ten feet away stopped Mirta's post transformation bliss, both girls turned their heads toward the explosion.

"I know what I can do," Mirta spoke as she flew into the ongoing combat of fairies and witches.

"Wait!" Amaryl cried, calling after her friend. "Just because you are a fairy now doesn't mean you're invincible!"

But Mirta ignored her friend's warning. She flew around everything that got in her way to find Lucy, witches being knocked out of the sky, fairies and witches following each other in a mad chase through the air. She stopped suddenly to avoid being hit by a spark launched from above.

Dropping down and zipping across the campus grounds, she felt an explosion of positive energy being released. It came from below and she looked down and caught sight of the teachers and some students within a growing dome of plasma. It was a magical barrier capable of repairing the one that had been overwhelmed by the possessed witches and now was able to filter out witches from fairies.

A dark spark whizzed by her head and she automatically responded with her own orb of energy which struck the witch that fired the spell that nearly took her head off. Mirta stared at her for a moment before she noticed something, instead of attacking her or at least chasing her, the witch was floating away. Mirta began looking around her and noticed that she was not the only one appearing to retreat. Around her, dogfights slowed down and stopped, attacks quieted, the sky started clearing and sunlight slowly became the brightest source of light.

Mirta began to feel frustrated, "Where are you Lucy?" She flew across the campus to a group of longhaired witches that were as tall as Lucy. None were her. To her left, a pale girl in a white tank top floated backwards. It wasn't her either. The barrier below was growing bigger and faster. In the corner of her eyes, she saw a small figure in the distance of a pale girl in a tank top, gaining speed as she flew backwards. It was her profile, her shoulder green hair blowing in the wind. It was Lucy!

She began flying across the hundred feet between the two of them as fast as her wings could take her. The pale green glow of the barrier was no more then ten feet below her. Keeping her eyes on Lucy as she grew smaller as the distance between them grew. Flying as fast as she could, she could begin to feel the power of the magical barrier at her feet. Mirta noticed that Lucy stopped shrinking into the distance. The barrier was now at her waist. She felt the power of the barrier come over her. It was above her, already a dozen feet ahead of her. She slowed down and hovered at the inside edge of the barrier and once again Lucy shrank into the horizon, in the direction of Cloud Tower.

Layla's feet pounded down the hallway toward the dorm as another blast broke the window to her right. It shattered around her, scattering bits of glass into her hair. She hit the opposing wall with a blast of her Morphix powers to escape the debris before continuing on her path. "I hope Tecna and Marida are okay," she huffed before bursting through the door of the girl's dorm seeing the two staring out the window in despair. "Are you both okay?"

"Yeah, we're fine," Tecna replied. "But what the hell is going on?!"

"Not sure, but they're evacuating the buildings and getting people away… You should go to the nurse's office!" she shouted, looking at a couple of bad cuts on both girls.

"I'm not an invalid Layla!" Tecna snapped, shooing her away.

"I never said you were, but you need to get help before it gets any worse," Layla argued, to which Tecna begrudgingly let her help.

The three girls ran out of the small room just in time to dodge another fire blast, the furniture sparking into flames all around them.

"Run!" Layla cried, shoving Marida ahead of her before trapping the fire inside the dorm room.

They all ran as fast as they could, faces flushed and burnt and covered in smoke.

Tecna tumbled down the stairs all the way out onto the main hall's floors as the three girls were rushing to get outside the school. Marida and Layla ran over to where Tecna had fallen to find her moaning and wheezing out smoke. Still, they scrambled to avoid more falling beams from the rafters, the charred slabs heavy enough to crush them flat. They quickly crawled out of the school and rolled across the crispy grass, panting as they watched girls fire attacks and fall from the sky. Layla created a dome around them, protecting the three from harm. She squeezed her eyes shut, and did not open them until the sound of blasts could no longer be heard.

Slowly, they all got up, examining the remnants of the land. The school looked like Swiss cheese, holes all throughout the building. There were still remnants of flames yet to be extinguished. They moved cautiously around the large pockets and craters of dead earth until they reached a group of girls all huddled around the edge of the campus.

"Girls!" Tecna cried, and they were all embraced in hugs before seeing Petal clutching Alice tightly in her arms.

Marida went over to Petal and Alice and placed a hand on the Water fairy's shoulder causing her to look up showing the tears flowing from her eyes. Marida gasped when she noticed the hole in the Ice fairy's chest.

"It… it's all my fault." Petal said over and over as she rocked back and forth with Alice in her arms.

"What happened?" Layla asked, concerned about her friend.

"It's all my fault." Petal repeated.

"One of the other students told us that Petal tried to attack Valtor alone," Flora replied, "When Valtor was about to attack her Alice attacked him, he then attacked her and left the two alone."

Bloom looked at the two girls as Petal squeezed harder into her arms. She looked so defeated, so pathetic and small that it made the girls' heart break.

"But where is he now? He wouldn't just leave like that?" Stella asked without much tact.

"I'm not sure…" Petal stuttered. "Last I saw him, was Ms. Faragonda facing him."

"I don't see her anywhere…" Tecna stated, worry lining her voice.

"Where would she have gone? She wouldn't leave us alone after all this," Bloom looked around, concerned for her headmistress's safety.

"I'll find her," Flora offered, raising her hands to form a ball of pollen. "Magical spores!" she cried, and the little things formed a giant cloud that formed an arrow in front of them. "Here. If she is still in the forest, this will lead us to her."

"Thanks Flora," Bloom said, extremely grateful for her friend. "Ready girls?"

They all nodded their heads in agreement, with Tecna deciding to stay with Petal and the others before the others flew off into the forest, following the pollen, and after a while, the scorch marks and long gashes in the tree trunks. The evidence all pointed to a messy battle, one that made the girls scared to know what they would find at the end of the trail. Finally, the pollen led them to an open field with a single tree in the center, but no Ms. Faragonda. Each girl started to look in separate places, but still no sign of their headmistress was revealed.

"I don't understand…" Musa mused, rubbing her head. "Why would the pollen lead us here?" There's no one in sight."

"Um, girls," they heard Stella's weak voice call out from the tree. "I think I found her…"

As they all crowded around, they fought back tears as they saw their headmistress, their beloved teacher, there, trapped in a tree as if she was carved from it, still screaming. Some began to cry, Bloom holding Flora steady as she let out wracking sobs.

"Is she… dead?" Bloom dared to ask, her own voice catching in her throat at the idea.

"I don't know…" Musa replied, placing a hand on the blackened trunk.

"How could this happen?" Layla asked her voice just as unsteady as Bloom's.

"Valtor. He's responsible; I'm sure," Stella fumed through her tears. "Hasn't he already caused us enough pain?!"

"It's alright Stella, its okay," Bloom assuaged her, hugging her. "We'll find a way to fix her, won't we girls?"

"Right!" they all cheered, more determined then ever to bring an end to Valtor's rein of terror.

"Ms. Faragonda would never give up on us, so we won't give up on her!" Bloom continued on, raising her friends' morale.

"But how?" Stella wondered.

"On my planet, there is a Weeping Willow that holds special powers. The water of the willow is said to be able to cure anything. Maybe that could help Ms. Faragonda," Flora offered.

"Well, it's worth a try," Bloom agreed, smiling at Flora and hugging her as well. "Don't worry Ms. Faragonda," Bloom said as she looked at the older fairy, "We'll save you."

Thanks for reading and please review :)