W.I.T.C.H. 1. Chapter 1

**I do not own W.i.t.c.h and I make no profit from my fanfics**

**I do not own any characters**

**I know the punctuation/ grammar is not perfect…but, I'm trying**

* * *

In the middle of the throne room sat Phobos in all his dark glory. Kneeling before him was Cedric in his human form.

"Where is the Heart of Kandrakar?"

Cedric raised his head. "Please, forgive me, my prince. Our forces ran into the rebel leader's army. We were greatly outnumbered and had no choice but to retreat".

"You mean to tell me that 500 of your best men, including yourself could not manage to beat 5 girls and at most one legion!".

Phobos's face came into the light. His crown, a ridged triangle had a large purple gemstone in the center, accompanied by two smaller rows of red glowing gems on either side of it; waist length blonde hair with two braids framing his angular face swayed gently as he banged his fist against the arm of his throne.

Cedric hung his head low in shame and out of fear of the prince's infamous temper. His heart thumped wildly in his chest as he searched his mind for a plan that will get him back into Phobos's good graces.

"Perhaps we are going about this the wrong way"

Phobos arched his eyebrow. "Explain yourself", he demanded.

Cedric nodded. "I received information from a highly reliable source that the Heart must be given willingly not taken by force"

Phobos leaned forward. "I see, and who is this highly reliable source?" he inquired, beckoning Cedric to rise.

"Fendrel of the Black Spring"

Phobos rubbed his goatee in thought. This new tidbit of information could help turn the tide of war in his favor and he saw no reason to distrust Fendrel; his information had greatly helped him in the past_. _Grabbing his scrying sands, he scattered them before him with a wave of his hand. Channeling his energy into them, the sand showed them Heatherfield at night. The scene switched to the guardian leader's bedroom; despite her headstrong personality, her bedroom was animal themed with a strong preference for frogs.

Phobos smiled at the guardian's vulnerable position. He studied her, watching her draw in a deep breaths, chest moving up and down. Phobos's eyes lingered on her chest before trailing up to her neck. The Heart clutched in her hand glowed with a dim light in tune with its wielder's relaxed state.

Phobos chuckled.

_Soon you will be mine_

* * *

"Will! This is the last time I'm calling you! Wake up!

"10 more minutes!"

"No, get up. You'll be late for school!"

Will turned her head and groaned in response.

_Why can't I just stay home?_

She ripped the covers from her face and rubbed her eyes before blinking at the sunrays that slipped through the gap in her curtains. She hastily peeled off her pajamas off and chucked them in the dirty laundry basket.

_Gotta do laundry soon. Running out of stuff to wear._

Will made her way to the bathroom for a quick shower. She turned on the faucet and held her fingers under the stream of water, waiting till the water had heated to step inside. She sighed deeply as she let the hot water drench her and soothe her skin. Lathering soap suds into her washcloth_, s_he scrubbed her skin and leaned around the curtain to retrieve a bottle of shampoo and conditioner. Squeezing it into the palm of her hand and rubbing it together; she massaged her short red hair.

"Will! Are you almost done? If you don't hurry, you'll miss breakfast!" yelled Susan from downstairs.

_No way am I missing breakfast!_

"I'm coming!"

After a few minutes, Will turned off the shower and went back to her room to choose the clothes she will wear for the day. Deciding on a pair of dark blue jeans and a simple black shirt with purple sneakers, she ran downstairs and into the kitchen where she found her mom cooking breakfast.

"Your breakfast is on the table"

"Thanks Mom".

Susan Vandom waited for her daughter to finish eating her first waffle before clearing her throat.

"Will, we need to talk"

Will looked up from her plate of waffles in mid-bite.

"I can't continue to wake you up every morning for school. You're a big girl now and you need to start acting like it"

"I'm a big girl that couldn't even go to Cornelia's birthday party on Sunday!"

"With an F on your history and math tests! I don't think so. And until your grades improve you can forget about partying or hanging out".

"But Mom!.." complained Will

"No 'buts' about it" said Susan. "We've been over this before, your grades come first"

Will said nothing and continued to eat. Susan slowly sipped her coffee and looked out the window. All she saw was a sheet of white covering the lawn and the neighbors' houses.

"It looks bad out there. Let me drive you to school"

"No thanks, I'll walk"

She pushed her chair back and grabbed her book bag.

"Will...wait"

"Bye Mom"

She pushed her chair back and grabbed her book bag, leaving the table before Susan can finish.

Winter had come early and Will was walking to school with her backpack slung over one shoulder. The coat she was wearing did not protect her from the cold as she would have liked, but it was the only thing she wanted to wear. Will blew out a puff of warm air, watching it disappear in the cold.

* * *

**A/N- This storyline has been dancing around my head for a couple of weeks and I thought hey why not. Sorry for this chapter being so short. Work and finals are taking a lot out of me. For those who took the chance to read the story, I thank you. I really hope I kept the characters true to their personalities. Read and review and please no flames**.


	2. Chapter 2

**I do not own W.i.t.c.h and I make no profit from my fanfics**

**I do not own any characters**

**I know the punctuation/ grammar is not perfect…but, I'm trying**

* * *

_Honk! Honk!_

"Mom, I told you I can walk!" yelled Will over her shoulder

_Honk! Honk!_

"Why can't you just leave me alone?!"

"Will it's me!"

Will turned around at the sound of her friend's voice. Irma was waving, beckoning for her to come to the passenger side of her dad's police car.

"Thanks for the ride Mr. Lair".

"No problem, but why would Susan let you walk in this kind of weather?" asked Tom, looking in the rear view mirror at Will

The snow was falling much harder now and the window wipers were on their highest setting. Will's eyes narrowed as the heat of the car warmed her body.

"Dad, they were arguing" quipped Irma.

"Irma!" cried Will

"What?. You were screaming Mom, leave me alone. So, I put two and two together, something you have a hard time doing in math class. Wanna talk about it?"

Will huffed. "My mom wants me to act my age, but she won't let me do anything. She said 'No' to me when I asked to go to Cornelia's birthday party, just because I failed my math and history test. They're just tests; they're not midterms or finals"

"She just wants the best for you. If you were my daughter, I definitely wouldn't let you party either. Irma failed French in junior high school and when she wanted to go I told her no. I don't reward failure".

"Not helping, Dad".

"Just saying"

Irma rolled her eyes."Speaking of the party. You didn't miss much. It was just me, the rest of the gang, Nigel, and Matt. No one else came and don't even get me started on the music".

Will giggled. When she was down Irma was there to cheer her up with a smile and funny, brash words. "So, Mr. Lair, I didn't know you drive this way to work"

"I don't. But while I was coming home from work yesterday, I took this route and found it was a shortcut to my house. Thanks to this shortcut, I'm able to make it back to my job and house in under two hours, rather than crossing the bridge which will take me four hours".

The car came to a stop.

"Alright, girls. We're here. Bye pumpkin"

"Dad, you're embarrassing me in front Will!"

"By showing love for my daughter?", he scratched his head and drove away.

Will shrugged and started walking towards the school. While she was walking, her phone vibrated with a text.

_I'm doing overtime again. I won't be home until 10 tonight. I left money on the counter for you to buy something to eat when you come in from school. _

_Love,_

_Mom._

Will was putting her phone away when somebody bumped into her.

"Hey, watch where you're going!" The person spat. 'The person' was Uriah. Slightly taller than Will. He was tanned, acne-ridden and had gel spiked orange hair. He was wearing a red hoodie, khaki pants and grey boots.

"Why don't you!" Will retorted, quite loudly.

Uriah was taken back. "No one talks to me like that!"

"Clearly someone should" shot Irma. She rushed to her friend's side, elbowing her way through the crowd that started to form.

Uriah's face turned a bright shade of red. He lunged toward Irma, but his friend held him back.

"Dude, Knickers at nine o'clock"

Walking outside to the courtyard, a pair of high heels clicked on the ground pushing through the crowd of students.

"Mrs. Knickerbocker", Will said as they all turned around.

"And just what is going on here?" A lady who looks to be in her 50's stood proud and tall wearing a white pantsuit walks toward Uriah, Irma, and Will. The crowd began to scatter.

"He started it" said Will and Irma in union. They pointed at Uriah accusingly.

"Nuh uh. I wasn't doing anything wrong" said Uriah. He waved his hands in defense.

Mrs. Knickerbocker pursed her lips. "Oh I think not Uriah. I saw you from my office window. Sheffield Institute is well known for its zero-tolerance policy for offensive behavior and I personally intend to uphold it; so I'll expect to see you at 4 for detention"

"Y-y-yes ma'am" said Uriah dejectedly.

"Good. There will be no more of this nonsense".

Mrs. Knickerbocker turned her attention to Will and Irma. "Well, what are you two young ladies waiting for? The late bell has rung; get to class or you will both join Mr. Dunn in detention"

"We're on it" said Irma.

* * *

Deep in the heart of the castle, Phobos mixed potions together.

Phobos grabbed the jars to inspect the jars of ingredients before flashing a satisfied smile. He dropped a handful of herbs into the black cauldron and coughed as smoke billowed. Using a small wooden spoon Phobos counted out nine black beetle carapaces. He moved the beetle carapaces from the jar to the mortar then took up the marble pestle, grounding them to a medium fine powder. He stirred it in with six clockwise stirs followed by nine counter-clockwise stirs.

The concoction turned yellow and fizzed like acid; a decaying scent rising from the mouth. With a frown, Phobos sprinkled charred leaves inside, causing the liquid to ripple violently, shifting from yellow to green.

"It's still missing something"

The bottles of extracts and essences clinked together as he dug through his storage in search of the reagent he needed. After going through five shelves, his slate eyes rested on the top shelf, scanning the vials of various colors. His gaze finally rested on a vial filled with a burgundy colored liquid.

"There you are"

_Dragon's blood. This will improve my potion's quality, increasing the potency seven fold._

Phobos didn't waste any time resuming his task at perfecting the mixture. He dropped five droplets of the dragon's blood and swirled it around to integrate it, watching it froth as it made contact.

"And now for the final ingredients"

Phobos closed his eyes, pressing the blade of the athame against his skin, he drew a thin line against his index finger. Opening his eyes he saw the thin line of blood appear.

Phobos let his blood drip into the concoction. The now light blue potion flared up and turned a deep violet.

"Lord Cedric!"

"Yes, my liege"

"I require your services. A lock of your hair if you would"

Cedric refrained from arching an eyebrow. He looked down at the athame in his master's hand and back into his master's impatient eyes. His hands curled around the knife and he brought it to the nape of his neck. He cut off a lock of blonde hair and handed it to Phobos.

Phobos had a hard time holding back his sadistic grin. The hair shimmered against the murky potion before dissolving. He poured some of the potion into a small, glass vial, careful of not getting it on his hands. Holding the compound against the dim light of a lone candle, Phobos laughed in triumph.

"Now, fetch me the rebel leader. Bring me Caleb".

* * *

Will Vandom was absolutely bored. History class was the most boring class she experienced in all the months of attending Sheffield Institute. Mr. Collins drawled on and on about the Roman Empire.

"The Romans were one of the first known civilizations to invent indoor plumbing. The Roman public baths, or thermae served hygienic, social and cultural functions"

Will looked at Taranee. She was paying attention to the lecture and was taking notes with an occasional hand in the air to ask a question.

Will looked at the clock and huffed. Only half an hour passed and she stilled had half an hour left to go.

"Alright class, clear your desks. We'll be having a pop quiz today. You have the rest of the class period to finish" Mr. Collins said cheerfully as the class groaned. He passed out the quiz papers, dropping 2 sheets on each student desk.

"Stupid teacher" muttered Will

Will looked at the paper closely. She scribbled her name, growing uneasy when she started reading the questions.

**30 minutes later**

"Class, I finished grading your quizzes!" Mr. Collins announced happily. "Most of you did well". He walked around passing back the papers accordingly.

"Congratulations, Taranee! You got the highest grade in the class!"

Taranee blushed. "Thank you Mr. Collins".

Mr. Collins smiled. As he handed back the quizzes, he spoke words of encouragement

"Excellent job, Emma"

"Great work, Toby"

"Not bad, Peter"

"Jean. I think you need to study more"

Mr. Collins finally stopped in front of Will.

"Will, you have greatly improved. Keep up the good work"

He handed her back her paper.

Will's mouth fell open and the paper drops. "I got a B+!", she beamed. "Wait till my Mom hears about this!"

* * *

"Rise and shine", said the Head Guard, throwing dirty water on Caleb. He laughed at Caleb's anger, not noticing that Caleb's body was tensed for attack.

_Catch him by surprise. Fight back. Make a run for it. _

Caleb repeated the mantra over and over in his head. The Head Guard pulled out small, rusty key and opened his cell. He grabbed the chains on Caleb's wrists, pulling him towards him so he can unlock his shackles.

_Wait for it...Now!_

With his hands free, Caleb head-butted the guard in his nose. The guard stumbled back, holding his nose in pain. Caleb ran past him.

"That will teach you to throw water on me" yelled Caleb over his shoulder. He sprinted down the corridor and around the corner to see a pair of large doors opening.

Cedric appeared in his snake form.

"Going sssomewhere?" he hissed.

Caleb charged at Cedric, but he dodged and swung his tail knocking Caleb to the ground. Cedric gave him one more hit with his tail, right on his back.

"Aaagh!" Caleb cried out. Cedric laughed, adding more pressure. The weight on his back was too much, he couldn't move. Caleb felt his strength growing weaker and weaker. His eyelids twitched and grew heavy as darkness consumed his vision. He fell unconscious.


	3. Chapter 3

Caleb groaned as he came to, his wrists starting to ache from the way he was held. His mind felt fuzzy and he tried to turn his head to look around. "Uhhh…" he groaned weakly, his voice sounding foreign to his own ears. Something felt wrong. Very very wrong.

Phobos walked in and smirked as he stared down at Caleb. "Ah, I see you've awakened," he purred, his silky voice dripping with malice and false concern.

"What have you done to me?" Caleb asked weakly, still trying to process what happened. He struggled to pull himself free to get at Phobos. It slowly dawned him as he struggled against the chains that he couldn't feel his legs. His eyes drifted down his body and widened in shock and horror.

"What did you do to me Phobos?!"

Phobos chuckled. "This is a merely a body swap. You are in Cedric's body and he is in yours. What better way to lure the guardians here. You have already earned their trust, all that is left now is for 'you' to deliver them to me".

* * *

Cedric disliked this body. Disliked was probably far too light of a term for him to be using. He hated the fact that he had to pretend he was that loathsome rebel leader in order to lure the guardians back to Meridian to hand them over to Phobos. The body was shorter and weaker than his natural and human form, the skin was much thinner, and his senses were not as acute. But what he hated the most was the fact that he could not perform magic.

"All in the name of Prince Phobos"

His green eyes glanced about, trying to spot the girls he was looking for.

A faint smile crossed his features as he noticed two familiar figures heading to the Silver Dragon restaurant. He had passed it several times while in his human form but had never made the connection until now. And now he felt like an fool for not noticing it before.

"So, are you ready for the Winter Festival Dance?" asked Hay Lin, looking at Will. "It's only two weeks away; do you have a partner and a dress?"

"No. Dances aren't really my thing"

"But you have to come. There's going to be ice sculptures, streamers, and you don't necessarily have to dance, you can socialize"

"I don't have a date. I broke up with Matt, remember?"

"I can ask Cornelia to play matchmaker".

"No way. Her taste in boys and my taste boys are different".

"Give it a try. Sometimes difference is good".

* * *

_Indeed it is._

Cedric listened intently. It was simply amazing what you could learn about your opponents when they thought you weren't there. He soon found himself approaching the girls and giving them what passed for a smile.

"Caleb!" Hay Lin cried. "Where have you been?" she asked. "It's been awhile since we last saw you"

"Off doing rebel stuff and fighting Prince Phobos" he lied. "You know how bad it is in Meridian"

"Phobos is such a tyrant. What kind of man lets his own people suffer?" said Hay Lin clenching her fist.

"That's why I need your help".

"What's the problem?"

"I can't talk here, it's too risky".

Caleb looked around to ensure that they were not being overheard. Leaning closer again to Will, he whispered into her ear, "I'll tell you tonight at dinner"

"Whoa Whoa Whoa. Hold up. Dinner?"

Will gave him her best "I don't believe a word you're telling me" look.

Caleb nodded. "Yes. I know a restaurant in the middle of the city. I'll pick you up at 9"

"Caleb, are you feeling O.K. Why are you acting so strange?"

"Yeah, this isn't like you" Hay Lin looked at him slightly worried.

Cedric decided that he had enough of Will's mouth and that the best way to silence her would be to kiss her. He pulled her against him, looked deeply into her eyes and then promptly captured her lips in a crushing kiss.

Will drew back first, stars in her eyes for a moment, before snapping back to her senses and slapping him across the cheek. "I don't believe you, Caleb! How could you! Kissing me while you're dating Cornelia!" she snarled and turned on her heel to go when Caleb grabbed her arm, causing her to stop midstride. She whipped around to glare at him.

* * *

Phobos laughed to himself as he witnessed Cedric in action in Caleb's body. "Ah, priceless, don't you think so, Caleb?" he asked, gesturing to the scene of Caleb's body kissing Christine. "Lord Cedric is quite the actor"

Caleb groaned softly. That was something he did not wanted to see. He didn't want to see himself or rather the shell of who he was taking advantage of the girls. His golden eyes moistened as he stared at the scene that was taking place, willing himself not to cry. He struggled against the chains, trying to break free.

""Those chains will not break easily. The pain of the heart is the greatest pain of all. Surrender; pledge your alliance and obedience to me and I will free you from this pain" said Phobos.

"Never! I'll never ally myself with you!"

"Still defiant after all this time. Such a pity, but that will change"

* * *

"You girls won't believe this", Hay Lin said, flouncing down on a cushion in the girls' usual corner in the Silver Dragon.

"What?" said Taranee, taking a sip of her tea.

"Will and I ran into Caleb and he asked Will out to dinner."

"He what?" said Cornelia. She fixed Will with a death glare. "Caleb asked you out?!"

"Not only did he asked me out, he kissed me"

"He kissed you! Are you trying to steal my boyfriend away from me!"

"Cornelia I'm not even interested in Caleb. You know that!

"Oh, so now you're calling him ugly! You know your little ex-boyfriend Matt wasn't even that cute "

"What's that supposed to mean?"

"It means..."

"It means that you're little screaming match is making people look at us!" interjected Taranee. She motioned to the patrons of the restaurant staring at them. Murmurs and hushed whispers could be heard, inaudible, but she knew who they were talking about.

"I hate being the center of attention" said Taranee, slouching down in her seat.

"Nothing to see here folks. We're just rehearsing for a play!" shouted Irma. She did clapped and did a mock bow.

"He never done that to me. The most I ever got was a peck on the cheek!" Cornelia shook with anger. "That cheating backstabbing bastard. I'm going to kill him"

"Chill Cornelia, I'm sorry he did this to you, but maybe there's more to it" said Taranee, rubbing her shoulder to calm her down

"More to what?! He's going out with my friend!" She looked at Will with teary hurtful eyes. "You're not seriously going to go"

"I have to. He said he couldn't talk in the open. Things are really bad Meridian!"

"But why couldn't he come here?!. He came here in the past without any problems!" sobbed Cornelia. Her long blonde hair covered her face and tears as she silently cried.

"Don't cry Cornelia, Caleb is simply going to talk to Will. There's nothing to worry about. I know what will make you feel much better; a pedicure and a manicure at the Diamond Nails Spa"

"I don't want a pedicure and a manicure. I want Caleb!" cried Cornelia.

"Corny turned down a pedicure and a manicure, never thought I'll see the day. I say we use the Heart, Guardian up and go investigate," Irma offered, taking a bite from the fortune cookie on her plate.

"So, what's the fortune?" Taranee asked, glancing over at Irma.

"Do not be covered in sadness or be fooled in happiness for they both must exist".

"Oh, I'm not covered in sadness" Cornelia sniffled and wiped away angry tears with a quick flick of her fingers. "Enjoy your date Will!"

Her eyebrows furrowed and she stood up, grabbing her yellow messenger bag and leaving with a loud huff.

"And the award to the most dramatic departure goes to Cornelia Hale. Give her a big round of applause"

"Irma knock it off" chided Taranee

Will pinched the bridge of her nose. "I have to go. It's not getting any earlier; and the sooner we find out what Phobos is up to, the better"

* * *

Caleb barely reacted to what Phobos was showing him. This was another of his mind games. He knew that Phobos was trying to get inside his head, to break him, to force him to surrender. Caleb couldn't react, no matter how much he wanted to.

"Please enjoy your stay," crooned Phobos . "I have a heart and a world to claim as my very own." With a final laugh, he left the throne room.

Caleb allowed the tears to fall after Phobos left. Everything he had worked for – everything he had loved– destroyed by a few simple actions of Cedric.

* * *

"And where are you off to at this time of night?" Susan turned off the TV, yawning as she turned to the teen.

"I'm going out. You said I can go out if my grades improve"

"Yes I did, but not on a school night"

"Mom, it's Wednesday"

"I don't care what day it is. The last time you pulled this trick; you came in at 4 in the morning, after I told you that your curfew is 11. I'm not having it".

"That's bullshit! I came in at midnight. You came down the stairs at 4 to see me eating breakfast!"

Susan slapped her hard on the face, "Don't you dare use that language and that tone on me!"

Will cradled her cheek. She was shocked, and yet, it was as if she already expected this to happen. "You struck me!"

"Will..."

Will felt like she had enough, "You know what?" she said, "I'm done. I wont ask you to go out anymore!"

"Will!" Will heard her mother call out her name but she didn't care. She turned on her heel and ran to her bedroom, slamming her door behind her.


	4. Chapter 4

**I do not own W.i.t.c.h and I make no profit from my fanfics**

**I do not own any characters**

**I know the punctuation/ grammar is not perfect…but, I'm trying**

* * *

Will stared at the ceiling, her expression blank.

She hugged her pillow and rolled her eyes around the room. She was so sad but the tears wouldn't come out. Will turned to the other side of the bed.

And then, a tear fell from her eyes

And then, another one.

And then, it just felt like her eyes broke and she couldn't stop crying.

Will grabbed her sheets and started to cry in silence. The sadness within her was already too deep, something she has kept in secret for so long.

But it only lasted for a while.

"Will? Honey please open the door. I just want to talk".

"Fine. Talk, but not to me; to my astral drop" said Will quietly. "Pord Lartsa" Will said Astral Drop backwards and a clone of Will was made.

"Hey"

"Hi" The astral drop said smiling.

_I hope this works_

Will gave her astral drop a brief summary of the night's events. With every word, the astral drop's face fell. Will gave her a reassuring smile. "Don't worry, mom is going to knock a second time. Open the door and look sad. Whatever she tells you to do, do it without arguing. You got that?"

The astral drop nodded.

Will walked to one end of her room and slid the window open silently. She slid out the small space, looped her legs around the drain pipe and began to quickly and effortlessly climb down. All her guardian training was paying off. Will hit the ground and hurried out into the street.

* * *

Caleb glanced up to see Vathek standing in the doorway to the cell and turned his head away. He didn't want to look at his friend – especially in his current form.

Vathek sighed. Caleb was going to be stubborn – as always. "Caleb. Get over it."

Caleb's head whipped around and he fixed Vathek with a glare. "Get over it?! I'm stuck in Cedric's body and you tell me to get over it?!" he snarled. "What are you doing here?"

"Breaking you out for the umpteenth time" said Vathek.

"Physical force won't work"

"I know that's why I brought help"

Vathek moved aside. Caleb saw a girl that looked no less than twelve. In that moment, he noticed how thin she was. Her shoulder blades poked out like stunted wings; her arms were skeletal, and her face was etiolated. She wore a tattered old brown cloak with its hood up, covering unwashed, blonde hair. The boots under her grey drab dress were cracked and scuffed.

"This is Orella, she's a spell caster and a healer"

"A spell caster? I thought all spell casters were required to serve Phobos's army or be put to death"

"My mother before she died, taught me how to control and hide my gifts" said Orella sheepishly

"Your mother was a good woman and you did a lot today by coming here"

"...Thank you"

"Can you free him?" interrupted Vathek. He was getting anxious and impatient. Now was not the time to go down memory lane.

"I'll try"

Orella was clearly thinking hard about it, with a crease between her eyebrows, concentration and determination in her purple eyes. She kneeled down next to Caleb, fingering the jagged metal cuffs digging into his wrists.

She closed her eyes, freeing her mind of everything but the feel of the metal links and the sound of her chanting, feeling her magic pulsing through her.

Caleb felt the room get colder and colder. He shivered as he exhaled; his breath formed a cold smoke as it hit the air. His restraints started to freeze, tiny icy droplets formed, covering the surface completely.

Caleb pulled with all his might, fracturing the steel. Orella jumped in surprise, scrambling behind Vathek.

"I have to get to Will!"

He swung his tail at the door, making contact and sending it flying into the wall.

"I know that, but how are you going to get to them in time?! You don't know where she is; you're nowhere near a portal and they won't listen to you in that beast's body!"

"I can find Blunk. He'll take me to the girls!"

Vathek led the way followed by Orella and Caleb. Vathek came to a halt; he gestured for them to stop. His hand went up to cup his ear. Caleb not use to slithering crashed into him, knocking them both down.

"I heard a noise coming from that way!" yelled a guard.

"Go. Take Orella. I'll distract the guards"

* * *

It felt very odd to have Caleb paying attention to her – very odd, she thought. Will picked up her glass of water and sipped it slowly, watching him through half closed eyes. "So…?"

"Hmm?" Caleb answered, glancing up at the leader. "Is something bothering you?"

"You keep staring at me". She hadn't spotted her friends, and probably would have died of utter embarrassment if she did. She had made loud protests about wearing dresses in the past and here she was wearing a black knee length dress with matching black high heels.

"You look beautiful" Caleb answered. From what he picked up from his time on Earth; girls loved it when guys give them compliments on their appearance.

"Thank you; but why are you being so nice to me, Caleb? It's not like you," she said, suddenly finding her napkin and fork fascinating.

"I know we argue a lot, but we could at least be nice to each other," Caleb answered.

"Well you can start by telling me what Phobos is up to?"

"Phobos found a way to create portals, to hasten the delivery of supplies to his troops"

"How?!"

"By a machine. It's protected by a magic barrier that we can't break; even worst some of my soldiers defected to his side. The machine is supposed to power on tonight to ship his troops more supplies".

"That's not going to happen"

"It can't, that's why I need your help"

"No, you need W.i.t.c.h."

Will pulled out her phone and made a few phone calls.

Caleb inwardly smirked. Phobos's plan initially called for him to turn over Will, but with the rest of the of the guardians on their way to fall into his trap was less effort on his part and a bigger reward from Phobos.

_Foolish humans_

Caleb rose, he dropped payment for the meal on the table and lead Will from the restaurant. Her cheeks took on a crimson hue as he slipped his arm around her waist and pulled her close to him.

While they were walking, she saw a flash of blond hair, and stiffened. Caleb, sensing that she was uncomfortable, stopped walking and looked at her with concern

"Are you alright?"

Will shook her head in response. "I thought I saw something; the others are meeting us here, then you can show us the way"

* * *

Elsewhere in the city, vendors were selling their goods in the marketplace. In one corner of the bazaar area, a merchant stood a tree stump, calling out to passersby and onlookers to buy his wares.

"Blunk has hat for ladies and shoe-knives! Buy Buy Buy for very low price!"

"Blunk!"

Blunk looked around to find out who called for him and saw Cedric coming his way.

"Aaah! Lord Cedric! Blunk did nothing wrong"

The passling broke off into a run. He strafed from side to side, dodging the people who had not yet gotten out of the rampaging snake's path. Wooden poles jutted out of the walls which gave the passling an idea. Jumping up, he grabbed the lowest one and quickly pulled himself up. He leaped from one to another before making it to the rooftop.

"Blunk! Stop running! It's me Caleb! Back at Knavemire I saved you from the mellifers when you tried to pick their flowers and steal their honey!"

Blunk stopped and turned around, curiosity lined his features. "Caleb, snake?"

"No time to explain. I need you to find me a portal"

"Nearest portal in Delenaran Forest. Too far from here"

"I'll give you some chocolate if you take me there"

"Deal"

* * *

"Where's Cornelia?" asked Will

"I don't know, she should have gotten the text to meet here" said Hay Lin looking at her watch.

"We don't have time to wait, we have to go now!" urged Caleb. "Phobos is making his army stronger by the minute, and my troops can barely hold them off; we can't waste anymore time, we have to go without her!"

"Are you crazy?! We can't fight without Cornelia, the last time we did, we nearly got our buts handed to us by a bunch of slugs" said Irma.

"Maybe she's still upset" said Taranee. "I'll try contacting her" she closed her eyes and rubbed her temples.

_Cornelia...Cornelia. It's me, Taranee. Where are you? We need you to meet us in the park near the pond._

Taranee opened her eyes in alarm. "She's blocking me! I can't reach her!"

"We don't have a choice" said Will. "Guardians unite!"

Mystical energy flooded from the Heart. The lights of their respective elements circled around them. They levitated in the air as they changed to their Guardian forms.

The portal pulsed a darker blue. Will was the first person to step through, checking to see if the coast was clear before calling out to her friends.

They landed in a swamp. Branches stretched overhead, a thick smell of rotting leaves and the smell of stagnant water hovered in the air.

"Follow me" said Caleb

_To your demise._

* * *

Clutching her shawl to her chest, Cornelia was careful not to make a sound. Her parents were light sleepers, great parents or not, they would ground her if they saw her sneaking out of the house at this time of night.

Cornelia was afraid to breath as she walked past her parents bedroom and tiptoed down the wooden stairs. When she made it to the door, she walked out side and shut it with a small _click_.

Cornelia ran only to have someone grab her from behind. She started to struggle, trying to break free. A quick glance up and over her shoulder made her cringe as she saw Cedric holding her from behind.

"Cornelia , calm down, please," Cornelia said to her, his voice a weak whisper. He was finding it a hard time to keep his emotions in check. The pain, the hurt, the concern; all took turns warring for dominance in his voice.

"I said let me go!" she cried, continuing to struggle. Why wasn't he letting go? And why did his grip seem so frighteningly familiar? She stopped struggling for a moment, and let her body sag against his.

Caleb let his grip loosen ever so slightly, but still held on to her. "You done struggling?" he asked, allowing a faint smile to cross his borrowed features when he saw her barely nod. "Good, because believe it or not, I'm not going to hurt you."

She glanced over her shoulder and held "Cedric's eyes. "Say what?" she repeated, looking up at him in disbelief. "I don't believe you, Cedric."

Caleb tilted his head back and then looked back down at the girl in front of him. "Cornelia, please, you have to believe me"

"Stop your lies!"

Cornelia swung her arms in a sweeping arc, sending a blast of magic his way. Green vines exploded out of the sidewalk, and wrapped around him, trying to squeeze the life out of him. Thorns digging into his skin.

"Cornelia!"

He cried out in shock and panic, more vines shot up and curled around his torso and his tail, pulling him down to the ground.

"Cornelia! Please, you have to believe me!"

"Caleb?" she asked, her voice low.

Cornelia stared down at him, sheer horror dancing across her pale features. "Caleb?!" she squeaked, not wanting to believe what just happened. Her tiny hand reached down and she placed it on the side of his face. She was visibly trembling as she stood before him. "Oh, Caleb."

The vines released their hold on Caleb and crept back into the earth.

"Shh... it's okay, Cornelia" he murmured. "It's okay." He was hoping to calm her down so she didn't go further into hysterics.

Cornelia continued to tremble as she stood in front of him. She didn't know if she should be afraid or not. Her heart knew it was Caleb, but her eyes said otherwise.

Caleb could tell she was ready to run, and there was nothing he could do to keep her from panicking. "Cornelia… please…" he breathed, trying to keep his voice stable and failing. "I need your help."

"I don't know how to help you," she cried, her voice breaking. "I don't know how". She sank to her knees, burying her face in her hands and started to cry. Her whole body trembled as she wept.

Caleb sank down to the ground and pulled her close to him, rocking her gently.

* * *

**A/N- **** I'll try to write more in the later chapters. Also, I was thinking of making the later chapters Mature. **


	5. Chapter 5

**I do not own W.i.t.c.h and I make no profit from my fanfics.**

**I do not own any characters.**

**I know the punctuation/ grammar is not perfect…but, I'm trying.**

* * *

"It was Phobos. I was sneaking into the castle to get more supplies for the cause when I was captured by the guards. They took me to him and he forced a strange potion down my throat. When I came to I was like this".

* * *

It was deathly silent in the town. Caleb kept watch over the darkened streets from a high spire. He had seen no one since the soldiers kept a heavy thumb on the people and enforced a strict curfew. He closed his eyes, each injustice from their oppressor fueling his motivation to keep fighting. He had given the people a face to look to, and an army to join and rally behind, now all they needed was supplies.

...

Rain pelted down on him, slightly hampering his grip on the vine he was climbing. He had to take it slower than he would have liked or one slip will result in his death. He placed his foot on a thorn, the size of a small dagger, before reaching up with all his body strength for another one, twisting his body to avoiding the tips that secreted poison. Small scratches raked across the palms of his hands and he tore his jacket and pants in two places.

He spied a leaf to his left and he climbed towards it. Surprisingly, the leaf held his weight; he leapt from the leaf to a balcony overlooking the lands below. His hands grasped the balcony so tight his knuckles turned completely white. Caleb hauled himself on top and jumped down; running through the archway, he hid behind a wall and looked around the corner.

A guard sat on a crate, hunched over, his loud snores echoed off the walls. Caleb ran past him and deeper into the compound. He grabbed a torch from its post, lighting the way and burning away the cobwebs that were in his path. Haphazardly stacked crates and kegs lined nearly every surface not used for walking; he swept the torch over a range of boxes and barrels, some still open and brimming with explosive powder, swords, lances, and axes.

A gleam of something caught his eye. On the far side of the room; a bow hung horizontally from a peg on the wall, a bow that he recognized too well.

"Aldarn's father made this bow"

Caleb ran his hands across the intricate wood. His thumbnail stroked a deep scratch, smoothed by age. He pulled back on the bowstring and released it, the string twanged and vibrated for a few seconds before going still. It was still taut after years of inactivity. He slung the bow around his shoulder, shifting it so it wouldn't get in the way of him accessing his sword. Caleb bent down and picked up barrel after barrel, pushing them out the high window, only pausing to wipe the sweat from his brow.

A guard stood in a southern tower, looking at the devastated lands in the south. Various scaffolding were scattered around the unfinished the tower's unfinished defenses and vultures circled around the steeple. It was nighttime; a crow's caw meant, that it was the middle of the night, a few hours till dawn when he will be relieved of his shift. He, on the other hand, was struggling to keep one eye open. Nothing was going on. The land was an icon of tranquility. The lone guard was about to delve deep into his memories to compensate the boredom of an unexiting guarding duty, when he heard a noise. He turned and a keg fell past him into the waters below.

"Intruder! Intruder in the armory!"

Finally, some excitement and possibly a battle!

He ran from his post to sound the alarm.

...

_Where are you, Caleb?_

Aldarn thought for the ninth time.

Kaplunk

Aldarn heard the sound of something hitting the water; his eyes straining to see what hit the surface. It was then that he saw a single barrel floating amidst the bog. Aldarn used a hook on a long pole to swing the barrel over to him. The lone barrel was added to the rest of the barrels for a grand total of ten. Aldarn craned his neck, looking up at the castle in frustration.

"Caleb, that's enough. Get out" he growled beneath his breath and sighed again out of nervousness. Caleb always tried to do more than what he could handle; his anxious feeling grew when he heard the war horn.

"Caleb, you fool!"

...

"Hey you!"

Caleb whirled around, gripping the hilt of his sword on his back. Two guards blocked his path out of the armory. He had to find another way out; Caleb grabbed onto a rope and swung onto a platform in one of the walls. Holding a barrel and a torch, he jammed the torch in the barrel and threw it at the guard's. The guards' eyes widened in trepidation and they ran back the way they came. The barrel rolled after them with a loud explosion sending smoke, fire, and shockwaves around the vicinity.

Caleb didn't stay for reinforcements.

He ran through the corridors, the alarm horn blared all around him, signaling his escape. His coat billowed around him like a cape; as he made it to the end of the hallway. He skidded to a halt as he was confronted by six guards. The men were startled at their quarry's appearance, but whatever surprise they felt was only for a fleeting second as each pointed their weapon at him.

"Halt!" one of the guards ordered. This was not a command the rebel leader would obey and he quickly turned on his heel to go in the other direction. More hallways twisted and turned as Caleb ran through them. Once more he bumped into the daunting guards that were now attempting to corral him, and once more he managed to evade their capture.

A smile came to his face as he saw a window leading outside. Caleb jumped, a gust of wind caught the bottom of his coat, making it spread out around its wearer as a bolt of lightning shot through the sky to illuminate his form.

Aldarn watched in horror as Caleb fell from the tower, face first into the swamp. He swam to shore, unaware of the danger behind him.

"Caleb, behind you!"

The green skinned rebel pointed to the creature rising up from behind him. It had greenish-blue skin, and a long, crocodilian snout with razor sharp teeth jutting out from its mouth.

The Leviathan reared up; Aladarn threw his pole at the aquatic beast, and it found its mark in its throat. It gave one last roar before falling to its side. Aldarn extended his hand, pulling Caleb to his feet.

"I found that bow your grandfather made"

He proudly presented it to Aldarn.

Aldarn broke off whatever it was he was going to say when an arrow whizzed past his ear. He scrambled to carry at least one barrel back to base.

"Leave the powder! Go!" cried Caleb

The two rebels ran side to side where they hoped to lose their pursuers in the canyons. An arrow hissed through the air and grazed Caleb's side, enough to draw blood but not enough to kill. Caleb cried out in pain as he fell to the ground; Aldarn stopped running and looked back.

"Caleb!"

Dodging the arrows, he grabbed Caleb's upper arms, dragging him behind a tree. The tree quickly turned into a pincushion with arrows constantly hitting it; Aldarn wasn't sure how much time the safety of the tree will buy him, but he planned to make every minute count into saving his friend. He carefully moved Caleb into a sitting position. Caleb groaned and clutched his side with one hand to stop the blood flow.

"I have to see how bad it is" said Aldarn kneeling down next to him. He pushed aside Caleb's hand and wiped away the blood with the sleeve of his tunic. Caleb coughed, and his leg jerked and twitched. Aldarn prodded the puffy skin around the wound, noting the veins pulsing near the surface and the yellow residue on the arrow-head.

"Their arrows were poisoned. We have to get back to the Infinite City to get you treated. There's no telling what their poison can do!".

Aldarn tried to help Caleb to his feet, but he only fell to his knees with a groan.

"Caleb, you must stand!" Aldarn told him.

Caleb tried again with the same result. He grinned at Aldarn, his face screwed up in pain.

"I can't move my legs. Go, I'll only slow you down. Get out of here, Aldarn."

"No," Aldarn replied flatly. "I'm not leaving you. You're my partner and my friend. No."

"As your captain, I'm ordering you to leave," Caleb growled. "If I fail, you have to lead the others and continue the fight. Go!"

Aldarn saw that Caleb wasn't going to change his mind, no matter how hard he tried to persuade him.

"Promise me that you will stay alive. I'm not going to loose you, like I lost my father".

"I promise. I've broken out of Phobos's dungeons before and I'll do it again".

Aldarn gave him one last look before running off into the night. Caleb wiggled back to the tree slowly. He heard the sounds of footsteps getting louder and closer. Twelve soldiers stepped into his hazy line of vision.

"On your feet, rebel scum"

Two soldier flanked his sides and yanked him up by the arms. His hand were chained behind his back with metal cuffs that bit into his wrists. The remaining men parted and saluted when their leader strode forward.

"We caught one sir, this was the one looting the armory"

"Where's the other one?!"

"We don't know, sir. We lost him"

"Spread out and search the area. He couldn't have gotten that far!"

Raythor drew his sword and placed the tip under Caleb's chin in a bid of intimidation. "Last chance. Tell me, where did he go?!"

Caleb met his eyes evenly and stubbornly remained silent. He absolutely refused to give away his best friend.

"No answer, eh. Take him to Lord Cedric", he said sheathing his sword. "He'll know what to do with him"

Caleb let his head hang as he was pulled along, his feet dragging languidly behind him.

"So that means you weren't cheating on me" said Cornelia softly

I owe Will a big apology

"Cheating?! Cornelia, I would never do anything to hurt you"

"Oh, Caleb. Can't you change back, you know change back into Cedric's cute human form?"

"I don't know how. This isn't my body"

_Right, duh_

Cornelia mentally smacked herself for asking that silly question. Blunk scourged through the garbage dumpster. He gleefully munched on a leftover turkey and burnt popcorn. The food may have tasted terrible to humans, but the passling found it tasty and satisfying. Hungry for more, he dug deeper, kicking up rotten fruit, soda cans and dingy paper plates.

"Blunk!" hissed Caleb. "Quit it, you're making a mess"

"Blunk no make mess. Blunk have feast" He chewed on a banana peel and licked a half eaten lollipop, covering it in his green saliva. "Mmmm, strawberry. Yum"

"No, Blunk needs to follow us"

"But Blunk hungry." He patted his stomach as it growled.

"You ate an hour ago"

"Blunk no eat since Caleb and Blunk went through portal".

"Guys, enough with the arguing, you're giving me a headache!" cried Cornelia, coming in between them. "We need some help from Yan Lin"

* * *

Cold air blew around the guardians. A raven crowed and swooped past their heads, disappearing into the sky. The castle finally came into view, half hidden by the night sky and vines. A towering gate with pointed spikes locked shut stood firmly in front of the stone entrance.

"Creepy castle, check. Guards, check. Just another day in Meridian fighting Phobos and his cronies" cracked Irma. She laughed at her own joke.

Caleb gave her a side look that went unnoticed. Out of all the Guardians, he disliked Irma the most for her childish remarks.

"Shhh...someone's coming!" Hay Lin pointed in the direction of the sound. The group knew not to doubt Hay Lin's sensitive hearing as it saved their lives on more than one occasion.

They ducked behind a large boulder. Will peeked around the boulder to get a look at who or what was coming. A supply wagon pulled by a single horse trotted down the path carrying from what she could make out carts of bread, fruit, and hay.

Irma nudged Will. "You thinking what I'm thinking?"

Will nodded. "Just like last time"

Caleb's ears perked up and he turned his head attentively to the left. Hay Lin walked out from behind the boulder to stand in the wagon's path, to stop it. The confused driver stopped, "Let me pass. I need to enter the castle"

"So do we. We mean you no harm" said Hay Lin in a gentle voice.

"Then let me through!"

"We need to use your cart. It's an emergency"

"Wagons aren't cheap. Hitch a ride somewhere else!"

Caleb sneered, quickly catching on to their plan. These girls were making him sick. Being polite didn't get you anywhere in Meridian.

"I will be commandeering your vehicle for the time being. That means 'exit the cart' said Caleb with a sharp tone. He brushed past Hay Lin and knelt down till he was eye level with the driver

"Alright, alright don't..." His voice broke off when he realized who he was talking to.

"You're the rebel leader! You know if I turn you in I'll be handsomely rewarded" A devilish smirk donned his face, and greed filled his eyes at the prospect. "I'll be financially secure for the rest of my life"

"No, you won't" said Will firmly. She took off her cloak and it dropped to the ground revealing her purple midriff, teal skirt and knee high boots. Her wings fluttered behind her.

The driver's eyes widened in fear.

"Guardians! P-P-Please don't hurt me"

"If you scram we won't" said Irma studying her nails, ignoring the way the driver was blatantly staring at them in disbelief. His mouth opened and closed like a fish out of water; his eyes got huge, and his cheeks flushed. He stuttered something, and ran off. Caleb took control of the cart, reins in hand. The reins gently licked the back of the horses necks, lurching the cart into motion. The resonating clatter of hooves striking the wooden drawbridge alerted the one-eyed castle guard to their arrival.

"State your business," he growled.

"I am Duncan of Toris Filney. I bring food for the soldiers and hay for Prince Phobos's horses".

Caleb kept his hooded head lowered under the guard's scrutinizing glare. It wouldn't do well for the guard to notice him. The guard motioned to his partner with a jerk of his thumb to check the cart.

The sound of shuffling feet only a few centimeters away caused Taranee's breath to catch in her throat. Her body pulsating with fear and adrenaline at the same time. She felt the guard's hand reach in and move around blindly, grabbing clumps of hay and straw. The motion pushed more hay towards Irma's face. The hay was tickling her nose.

Oh no!

She quickly pinched her nose and held in the sneeze, silently hoping that the guard did not notice the muffled sound coming from the hay. She breathed a sigh of relief when she saw the guard walked back to his post.

"Nothing to report, sir!"

The head guard nodded. "This looks to be in order. Lower the drawbridge!"

The remaining guards jumped to follow his orders. The clanking of the chains and gears lowered the drawbridge until it was connected to the ground. Caleb flicked the reins again, driving the horses over the drawbridge that led into the castle.

"This place gives me the creeps" said Hay Lin. She looked up at the stained glass windows, weak light coloring the stone floor in various shifting patterns. Taranee conjured a fireball lighting the way.

"You said it."

"If I remember correctly, we made a turn there and saw an episode of lunchtime with lurdens" said Irma

"So this time we'll make a right turn" said Taranee finishing Irma's sentence.

The group walked in the opposite direction.

"No, wait!" said Caleb, yanked from his thoughts of the power and the glory Phobos would reward him with at the fall of the meddlesome Guardians.

Irma bumped into Will and the rest of the group froze. They wandered into the courtyard. A vast garden of various spring time flowers separated them from the main castle door. The gigantic double oak doors slammed behind them and loud screech was heard overhead.

"What was that?!" said Will, as she entered a fighting stance.

"Magically enchanted gargoyles" said Caleb "Prince Phobos enchanted them to prevent rebels from invading the castle through the courtyard"

Four gargoyles glided through the air. Their skin tone were dark blue and their wings were of a similar shade. Stocky and muscular; two horns arched out of their skulls, sharp jagged teeth lined their mouths and their ears fanned out like that of a bat.

Caleb stood in front of a black granite statue with a sword extended downwards. He wrenched the sword out of the statue's hands, twirling it around to test it. One of the gargoyles opened its mouth, and lightning spurted out towards Caleb. He barely managed to dodge the lightning, and winced when a bolt hit his shoulder.

"Caleb!"

"I got this!"

Running and rolling forward, he feigned a thrusting strike. He pulled back when the gargoyle made to counter it and jabbed for the gargoyle's shoulder. The gargoyle caught the sword in his left hand before spinning and ramming his fist into the side of his head. Caleb sailed to the side; he felt the cobblestone path, devoid of any weeds and leaves flee from beneath his feet, his arms splayed out uselessly to his sides as he collided into a rose bush.

"Hay Lin, go help Caleb!" ordered Will. "We'll take care of these guys."

Dazed and out of breath Caleb wobbled to his feet. "I can handle myself."

"No, you can't. You're bleeding."

Hay Lin reached out her hand, tentatively, her fingertips just brushed his temple and he flinched in response. "It's nothing"

"Hey ugly, when was the last time you had a swim!", shouted Irma. Summoning a large stream of water, Irma wrapped it around her body; a torrent of water gushed from the palms of her hands, knocking him to the ground. While he tried to recover, Irma flew high into the air and spun around, extending her hands downward, causing a geyser to explode underneath the gargoyle's large feet, propelling him upwards.

"Will!"

"I'm on it. Quintessence!"

Before he could react, Will sent a charge of electricity down the water beneath him. The gargoyle shrieked in pain feeling the electric current travelling through his body, hardening it and making it crumble to dust before his eyes.

"One down, three more to go"

At the lost of their companion, the three gargoyles howled; features a mask of rage, they took to the skies, flapping their wings, gaining altitude to before proceeding to dive-bomb the group, each one targeting a separate guardian. The second gargoyle swiped at Taranee in blind fury. Taranee was able to dodge the first swipe, but the second one raked her across her left arm.

"Gaagh!"

Her hand came to the laceration; blood seeped through the dark skin girl's fingers. The gargoyle let out a low rumble from his chest, something akin to laughter.

Laugh while you can!

"Fire!" yelled Taranee. Flames were seen briefly in her eyes as a deep heat pooled in her arms. Ignoring the pain, she raised hands and began focusing on creating a wall, a shield, a barrier to block and her flames roared out just in time to block another claw swipe. Taking a step forward the barrier shifted and Taranee smiled as she began forcing the stone hominid back.

_"He mocks you! He wounded you! Do away with him!" A voice hissed, cracked, ancient and leathery._

_"Who are you?". She didn't appreciate a foreign voice talking to her in the heat of battle._

_"A foolish question from such a smart girl. You should know the answer to your own question."_

_"Answer me!" Taranee snapped, her voice sharp as a knife. She shot a tendril of fire at the gargoyle who shrieked and leaped at her._

_"And you call yourself a Fire Guardian," said the voice disparagingly._

Whips of flames completely under Taranee's command came forth lashing the gargoyle on its limbs. The gargoyle backed up from the scene crying out with each hit as his stony exterior audibly sizzled. It was not in his nature to retreat, but this time he would make an exception. Flapping his wings hard to get the lift he needed, he turned to make a hasty retreat.

The gargoyle felt something wrap around his right thigh, something suffocatingly tight. A fire whip latched onto his leg; snapping against his right thigh, pulling him down. The gargoyle struggled against his restraint, gnashing his teeth, screeching, and hissing in vain. Agony came flowing in; in the long years of his life since his creation, he had never felt anything like this, he didn't understand it- Fear. Every cell in his body screamed. The flames around him rose higher and higher engulfing him, leaving nothing behind but the memory of his existence.

Hay Lin looked at Caleb. She was getting a funny vibe from him ever since they stepped foot in Meridian. She waved her hand in front of Caleb's face to get his attention. "Earth to Caleb. This is Hay Lin calling. You kinda spaced out on me"

Caleb blinked in confusion. "What are you going on about?! We're in Meridian, not on Earth"

"It's an expression, silly."

"I am not silly."

He can be so uptight at times.

"Hay Lin, to your left!"

Hay Lin looked to herald the coming of the third gargoyle, swooping down with mighty wings spread wide. A bolt struck the gargoyle just as it had swooped in for an attack. She turned to see that Will had landed next to her. The gargoyle roared and charged, all common sense leaving his mind. Moving out of the way of Hay Lin's wind attack and Will's lightening one, he rammed right into Irma full-force; headbutting her in the stomach and digging his horns into the girl's midsection.

"Aagh!" Irma let out a loud cry. She was thrown back into the courtyard fountain. Pain reverberated throughout her stomach and back.

"Irma!"

The air around the gargoyle foe contracted, exploded outwards with a burst of flame. Will, Hay Lin, and Caleb were appalled. They looked at Taranee who was gripping her head and shaking on wobbly knees.

"I'll go see what's wrong with Taranee. You two help Irma!" Will called over her shoulder.

"Taranee? Taranee? Talk to me"

Taranee's eyes wavered between brown and a disturbing black. "I will be free once more!," she hissed. Her head dropped down to her chest as she took gasping breaths. The pain in her head grew more unbearable. A loud ringing exploded inside her head, and everything went black for a moment before flashes of light invaded her vision, turning her world into a complete chaos. Taranee squeezed her eyes shut before sinking slowly onto her knees.

"Taranee!" Will screamed out her name as she sank towards the ground along with her friend. She reached out to grip her friend's shoulder to prevent her from falling onto her back.

Taranee smiled, weakly. Will's touch dispelled the dizziness and cleared her vision. "I'm fine. There was this voice and I couldn't block it out."

"It's O.K, your safe now.

* * *

Hay Lin's eyes that were usually carefree and optimistic were now laden with seriousness.

"Make him suffer. Pain can only be repaid with pain." said a whispery female voice.

A tingling at the back of her neck refused to subside, Hay Lin raised her head, her eyes now glazed over. The ground rapidly froze and a thick pillar of icy spikes shot out, skewering the gargoyle mercilessly. The gargoyle now a shish kebab against the fountain refused to die like its brethren, but Hay Lin wasn't finish yet.

_"Lay waste to him!"_

With a grin that can be described as sadistic and ruthless, she made a fist and icicles erupted from the gargoyle's body, shattering him to pieces. The gargoyle's head lolled three feet away, eyes gaping and glowing in slowly dimming shock.

Caleb bristled. He had blinked at the critical moment; his eyes were fastened on the stump of the gargoyle's neck. He looked away, finding his head instead, eyes now lifeless. The gargoyle did however do one thing right, and that was critically wounding one of the guardians. If faith was kind, she would die before facing Phobos.

"Irma! Are you O.K?! It's my fault, I was too busy talking to Caleb and when the gargoyle came...I am so sorry" rambled Hay Lin, feeling extremely guilty for leaving her grievously injured friend to seek her own revenge.

She rushed to her side and hastily, she dropped to her knees, assessing the damage.

Irma was lying on her side, her knees drawn towards her chest and her hands clenching tightly at her stomach. Despite her efforts, blood continued to seep through her fingers, staining the grass beneath her a dark brown color. Hay Lin did not even dare to imagine how badly the wound on her back was. Irma's eyes were squeezed tightly shut. Lines of pain marred her face, and her lips were slightly parted as she panted heavily and with effort, her breath labored and uneven.

Tearing a few strips of cloth from her skirt, Hay Lin balled the material and placed it on Irma's back before rolling her friend as gently as possible onto her back. He hoped that the pressure of Irma's body would slow the bleeding while she tended to her other injury. Pulling Irma's hands away from her stomach, Hay Lin pressed down hard on the wound with another wad of cloth, trying to staunch the heavy bleeding.

A scream tore from Irma's throat at her action, and Hay Lin fell backwards at the unexpected reaction. Irma was not someone who would give in to pain so easily unless it was so intense that she was unable to bear it anymore.

Cradling her head with one hand, Hay Lin's free hand pressed down hard on the Irma's stomach and felt the warm blood seep rapidly through her fingers. Irma let out a sharp gasp as a fresh surge of pain tore through her body, sending her into a violent convulsion. She felt a warm wetness spreading down her side and soaking quickly into her leggings. Hay Lin was shouting something, but the pain had deafened her momentarily, and she could not hear what she was saying. The only thought that ran through her mind was that she had failed her friends, and she would pay the ultimate price because she was out of sync.

"Hay Lin..." Irma's voice was barely audible, but Hay Lin heard it nevertheless. Forcing her eyes open, she blinked hard through the pain, trying to see past the unshed tears in her eyes, while desperately trying to hold onto consciousness, fighting against the force that was trying to drag her into the darkness.

"I gotta say the gargoyles are a step up from soldiers and lurdens" panted Irma.

"Don't talk Irma, save your strength." said Hay Lin.

Irma moaned loudly, and instinctively drew her knees up to her chest causing her to roll onto her side once again.

Hay Lin watched in shock as Irma pulled into a tight ball, tears streaking down her face. Fingers of pain wrapped around her heart as a pang of guilt rose from deep within her threatening to engulf her whole. Hay Lin's breath caught in her throat, and she choked out a desperate cry when she witnessed a wave of violent convulsions assault Irma. The strong tremor caused her to lose her grip on the cloth she was holding over the wound, and Hay Lin cursed out loud at her inability to manage such a simple task. However, most of the anger was directed at the fact that Irma was seriously wounded because of her. She would never be able to forgive herself if Irma succumbed to her injuries.

"Irma!" the deep fear in her voice frightened even himself, and she drew in an agonizing breath trying to steady himself. She needed a clear head to deal with the situation. If she fell apart now, Irma's chances of survival would be close to none. Prying Irma's hand away from her body forcefully, Hay Lin forced the wad of cloth back into place and pressed the other one onto her back. Her action earned him another heart-wrenching scream, but she steeled her nerves and kept pressure on the makeshift bandages, while praying to Yao Shih Fwo for the heavy bleeding to slow.

"Come on, Irma, don't you dare give up!" the Chinese girl choked out. The unshed tears finally made their way shamelessly down her face, coalescing at and dripping off her chin.

_"A shame to have so much potential wasted," gurgled a voice._

_"Either I must be going crazy or I'm starting to hear voices."_

_"You hear the voice that fuels your powers. Allow me to lend you my aid and your injuries will all be a thing of the past."_

Irma's mind finally decided to pause as she heard the voice that seemed to come from the inky blackness that surrounded her. Hesitantly, she mentally called out.

_"You...you can hear me? I'm not dead?"_

_"No, not yet "_

_Now panicking, Irma replied, "Please, let me live! I have so much left to do."_

_"Very well"_

A pair of azure wings formed, encircling Irma. The creature's head was wide on the edges, almost as if it possessed a set of horns or it was simply oblong. The only feature she saw were the eyes- the same blue as its wings.

Irma could see the white cracked broken bones knitting in her mind, connecting at the joints and repairing the fractures. Within seconds her magic swirled around her torso, Irma's bleeding had stopped and she started to gain color in her face. Her wounds shined a bright blue, healing the more grievous hole in her stomach, the flesh quickly knitting together.

"Irma?"

Caleb stood in a muted stupor and Hay Lin was equally perplexed. Mesmerized they continue to watch as the Water Guardian healed herself. Caleb broke himself out of the trance and harshly berated the girls.

"Impulsive brats, do you have any idea what you just did?!" shouted Caleb with unveiled anger.

"Who are you calling a brat?!" Irma scoffed indignantly. "And how were you going to fight those things?!"

"This could have been avoided if you hadn't just gone galloping off like a kelpie with a child on its back. I know this place better than any of you. All you had to do was listen and follow my instructions!"

"Don't talk to her like that. It wasn't her fault, it was just a mistake," said Hay Lin coming to Irma's defense.

"A mistake that nearly cost you and your friends' lives."

Hay Lin and Irma shared a look. Then Irma snapped. "And charging in with your sword was so much better. Gee whatever were we thinking."

Caleb felt his right eye twitch at Irma's sass. "You weren't thinking." He walked off to go check on Will and Taranee; but Irma's comment did give him an idea.

* * *

"Another of Phobos's tricks?"

"I'm not sure. It didn't feel like it."

"Is she able to fight?" asked Caleb standing behind them with his arms folded.

"I was down, not out." Taranee pushed her glasses up with her hand, noting Caleb's lack of concern and distant tone towards her.

"How's Irma?!" Dread filled Will's voice. They haven't been guardians as long as CHYKN, but Irma was their friend and a vital team member and Will didn't want to lose her.

"She's alive. Her magic healed her."

"Healed? Yan Lin never told us we have healing powers" said Will.

"The Heart of Kandrakar bestows remarkable power on its wielder and their allies. It'sss only natural that you have healing abilities."

Caleb surveyed the courtyard. What wasn't burnt was frozen and what wasn't frozen was swept away and uprooted.

_The prince shall not be pleased._

...

Irma fluttered around before landing back on the ground. She struck a pose and stuck out her tongue.

"See Hay Lin, I feel great."

"You said your powers talked to you?"

"Yep"

"What did it say?"

"That it will heal me so I can live."

"Anything else?"

"Nope"

Irma stopped juggling balls of water and looked at Hay Lin pensively.

"That's a good thing, right?"

* * *

**A/N- I was thinking about changing the title of the story, to fit with ideas for the later chapters.**

**Sorry for the late update. College courses and working takes a lot out of me.**

**Read and review, and no flames please.**


	6. Chapter 6

**I do not own W.i.t.c.h and I make no profit from my fanfics.**

**I do not own any characters, except for the O.C's- Demael, Tywin, and Gloria.**

**I know the punctuation/ grammar is not perfect…but, I'm trying.**

* * *

"Of course, that must be the voice that was talking to me earlier. It all makes sense" said Taranee. She was slightly relieved that the voice she was hearing was her own power talking to her and not an enemy.

"But yours doesn't sound so nice," remarked Hay Lin. "And my power felt so cold and mean."

"Need I remind you all that the more time you spend talking, the more time we waste," said Caleb, rudely butting into their conversation.

"Okay, whatever is going on will have to be put on hold until we get back to Earth, but not before stopping Phobos." said Will firmly. Taranee, Irma and Hay Lin nodded in agreement.

Caleb smiled. "The quickest way to get to Prince Phobos is through the barracks. And this time, follow me."

* * *

"Look alive, men! His Highness Prince Phobos needs those to wake from their slumber and stand against the night and the rebels who dare to use it as their cover!"

From all around the barracks, there were signs of movement as people stirred to life. Most of the captains, namely Demael, quickly rose and stood at attention. Others, like Tywin, were not looking forward to leaving their warm beds therefore were slower to rise. One of the new recruits even chose to huddle further under his thick woolen blanket with a groan and cover his head with a pillow.

Unfortunately for Tywin, Raythor had seen his action. Brown and yellow eyes blazing, he walked over to the offender's bed to look down at the man. "And just what in the nine hells do you think you are doing? Think you're too good to rise and defend your lord?"

The rookie uncovered his head with a pillow, his pointed ears quickly marking him as a Vorgath, a race from East Meridian known for their stubborn nature and arts and crafts. "Leave me be for another hour. I haven't had a good nights rest."

In one swift movement, Raythor grabbed the woolen blanket and wrenched it from the young man's form. "I don't care if you're too tired. You'll rise at the same time as everyone else, or scrub chamber pots for the next week for your insolence!"

As Raythor continued to berate Tywin, Demael opted to take this opportunity to steal a glance around the barracks. Most of the soldiers were watching the display with amusement.

"Any reason why you are still standing about, Demael?" Raythor had already ended his lecture and was staring straight at the captain. "I'm not here for your amusement." Seeing that a good quarter of the room was still present as well, he roared, "All of you, move out!"

"Yes, sir, " they immediately replied, quickly heading towards the exit while attempting not to shiver. The barracks, like most of the keep, possessed a stone floor. Combined with the fact that last night's fire had been extinguished and both the room and floor were absolutely frigid as a result, they could almost relate to young Tywin's decision to throw caution into the wind and stay in bed. Trying to ignore the cold, they made their way to the showers before training in the barracks.

* * *

"And after the barracks is the throne room?" Will questioned.

"Yes, " answered Caleb, his voice fairly dripping with unconstrained pride.

"Irma, Taranee, why don't you sit this one out. I don't want to put the two of you in more danger."

"And miss the action. No way!" Irma flexed her arm making a muscle. "I'm going to do just fine mopping the floor with these guys."

"And we're already in danger by being here. We can't turn back now, we've come too far." said Taranee in a calmer voice.

Will looked at them silently for a moment. She could see there was no changing their minds.

Loud cracks rang across the training ground as the soldiers went through practice, practicing their sword swings and hacking relentlessly into a wooden practice dummy. It looked like they were too busy training to notice their presence, so they slowly edged towards the next door, one to the right of them. Caleb reached to his belt and pulled free a long, slender throwing knife, the finest money could buy. It was stained black so that it would not reflect sunlight and attract enemy attention, and along the blade, there was a single symbol, a dragon in a circle. He flicked out his arm, and the throwing knife sailed from his fingertips, hitting the soldier clean in the throat. He tried to scream, but all the amerged from his scraggy throat was a light gargle. His clawed fingers scrambled at the blade in an attempt to remove it, but to no avail. A second knife flew and hit him in the center of his chest, forcing the sentry to his knees. He reached out, as if to touch something that stood in front of him, and then fell face forward, his leg twitched as the last breath of life left him. It wasn't long before the soldiers were alerted of their presence.

"Guardians!"

"The rebel leader!"

The group of soldiers around Demael stopped dead in there tracks and readied their blades in the warrior's stance. Then at word from their captain, they charged forward. Caleb jumped four feet in the air, grabbing an overhead buttress jutting from the ceiling; kicking his right foot at the upcoming soldier's head. It struck with a crack and the man fell, limp, with his neck at an unusual angle.

A lieutenant yelled orders, but was knocked out with a single punch to the forehead. Fifty armed guards ran towards them, all prepared for combat. Caleb grabbed a nearby guard and pushed him in front of him so another guard would swing his axe, hitting him in the leg. As he hopped on one foot, Caleb shoved him out the way. He then let out a kick to the chest on an incoming guard. The guard flew into six other guards, sending them all to the ground. A sword cut across his back and shoulder and he cried out in pain.

"Caleb!"

_It's not me you should be worried about!_

The soldier's breath hitched and he lost his concentration momentarily as Caleb lunged at him. The metal clashed and Caleb grit his teeth as he forced his sword down. He was unbalanced for the moment and he took quick advantage of it as he stole more ground. Caleb aimed high and put his full weight behind it, his blade inches from his face. Their breath intermingled at their nearness and his brows knit as he pushed him back.

One heavy swing and the soldier was forced to kneel as he struggled against the weight of his sword.

_No wonder the guardians keep defeating them. They're weak like newborns!_

The girls moved fast, using their age and nimbleness to their advantage.

Irma summoned a shield of water around herself, the short swords swiped through it, rippling the water shield. Irma lashed out, swinging her arms dramatically sending a water jet to the guards' feet causing the guards to jump and roll to the side, temporarily stalling their offense.

Hay Lin spun around creating a tornado, the strong nauseating wind blew across the whole room in force. The guards were thrown left and right, up and down, and around and around by the freezing winds; skin, ribs and lungs on fire, they yelled helplessly as they crashed into each other and landed in pile on the ground.

"Let's see how tough you guys are without your weapons!"

Taranee dropped to her knee, punching hot blasts of fire at the remaining soldiers' weapons; the metal melted on contact from the intense heat. Beads of grey began to drip down the wooden shaft of their pole axes, scalding their hands and forcing them to drop the now useless wooden poles. At the lost of their weapons, the majority of the soldiers began to retreat.

_Cowards!_

Caleb switched to unarmed combat, using both his hands equally to block and deliver punches to soldiers that remained. He grabbed two who tried to attack him at the same time; slamming their heads together, knocking them unconscious.

"Raargh!"

Caleb let out a guttural snarl as his foot collided with a guard's helmet-clad face, sending him backwards into the brick wall of the training barracks. Panting for breath, Caleb sprang forwards like a coiled snake, his hands reaching to the guard who was picking himself up. when they connected, he didn't sand a chance. Squealing like a pig, he begged for his life.

"No! No! Please, please don't! Don't kill me! Let me go! I can he-"

_Recreant!_

His pleads to cling to life were thwarted when his spinal cord disconnected from his brain. The movement was quick and robotically executed. Caleb had clearly done this before. Slowly his lifeless body rested against the wall and sank to the floor.

Caleb stood and watched, his emotionless green eyes following the nameless dead man's descent to the floor in silence. It seemed there were more traitors in the castle, traitors that were also his soldiers, a major problem. He would have much to do after today.

Foolishly, another man ran towards Caleb and his dead comrade.

"Don't move!"

Lightning-fast, Demael lunged his sword towards Caleb's face, making him quickly stumble to the side in surprise. Even though his strike missed, Caleb was able to recover and in no time it was all he could do to avoid getting struck by multiple swipes with his weapon. The captain was fast, even with his heavy shield burdening him. In fact, he was able to easily raise his shield in time to block every single time Caleb was able to catch a breather and swing in his direction.

_I recant my earlier thoughts._

"Weakening already? I expected better from the leader of the rebels," the captain called out, sounding not even out of breath. "Fight me with all your might, else you'll die here.

"Be careful what you wish for" Caleb panted in reply, barely dodging another swing. "After I take you down, I'll take down those damned guardians, and stick their heads on a pike for all to see!" boasted Demael. It was getting to harder to avoid his attacks, and Demael showed no signs of faltering anytime soon. His only chance was finding some way to break his focus

"Bold words to come from someone who has never personally stood besides Phobos." Caleb said with a snort, defending himself as he spoke. "Tell me, do you plan to reach this achievement on blind pride alone? Or do you think one of the Gods from ages past will fall down from the heavens to assist you?"

"I need not the gods' assistance!" the captain roared back in reply, "Who needs gods that have forsaken their people when you have skill and loyal men at your command!"

His stance slackened, and his left side was left wide open as he lowered his shield due to his outburst.

Caleb did not care to hear the rest of the captain's statement. All he saw was that there was an opportunity to attack thanks to his inattentiveness and he planned to take it. What happened next was a blur. In a movement too fast for his eyes, Caleb ditched his sword and managed to grab onto the captain's blade, twisting it out of his grasp and kicking him in the stomach. There was a loud thump as his head and back slammed into the stone wall behind him.

"You son of a whore!"

The curse words had barely crossed his lips when Caleb pinned the soldier with a look as cold as ice and watched him quake in his boots with a bone chilling smirk on his lips.

"Don't move."

He purred the phrase mockingly with an arrogant smile on his face, before beheading him with his own weapon.

* * *

The doorbell rang followed by an urgent knock. A distressed voice called out through the heavy wood. Yan Lin adjusted her green silk obi on her kimono.

"Who can be knocking at this hour?" The knocking grew in volume. Yan Lin looked through the peeper hole. She opened the door and in came a distressed Cornelia, breathing heavily from running.

"Mrs. Lin, we need your help. Please help us!."

Yan Lin's eyes widened at Cedric standing behind her. Cornelia saw the alarm on her face.

"No, Mrs. Lin! It's not what you think!"

Yan Lin looked to Cornelia and then to Cedric and back at Cornelia again. She let her eyes drift closed as she listened intently to Caleb's plight. The old chinese woman, normally so composed, cursed up a storm in her native Cantonese under her breath. Her brow furrowed and she held up her hand to interrupt him.

"It sounds to me that Phobos gave you a karoseria potion".

"A karoseria potion?" questioned Caleb and Cornelia in union.

"Yes, a karoseria potion is a potion that switches the souls of the drinkers. But do not worry, it is only permanent if you stayed in each others body for more than one day".

She turned to Caleb. "How long have you been in Cedric's body?"

"I think two to three hours" replied Caleb scratching his head.

Yan Lin breathed a sigh of relief. "Then you are in luck, for I know of a potion that will reverse the effects"

"How long is that going to take?! I should be fighting Phobos right now; forcing him to undo what he has done. Just give me ten minutes with him!"

"Patience Caleb, your arrogance blinds you. Prince Phobos is never to be taken lightly. Now, this potion will take some time, but more hands make light work. Wait here while I find my potion book and supplies"

Yan Lin told Caleb to wait and he didn't like it one bit. He was used to speaking when he wanted and going wherever he wanted.

"And give Phobos more time to tighten his control on Meridian. I've been in worst situations than this; me being trapped in a body of an overgrown snake is nothing!"

Cornelia crossed her arms. "That's your problem! You think you can do everything by yourself, just rush in and save the day. It doesn't work like that!".

"Hey! I was by myself before I met you or your friends"

"Being constantly on the run or thrown into dungeons, like that's something to be proud of!" snapped Cornelia.

"Ah, Ah, Ah. No fighting you two. Harmony is the key in times of conflict and discord"

Yan Lin came back with her arms filled with ingredients to the point of almost throwing her off balance. She smiled as she placed the ingredients on the table. Cornelia followed Yan Lin into the kitchen while Caleb was forced to remain outside.

Yan Lin leafed through the brittle yellow pages of her grimoire, stopping on a dog-eared page heavily lined with fine script.

"Aha! There you are"

She skimmed the ingredients. "Let's see, five cups each of alcea rosea and cleome serrulata, half a pound of crushed harpy root, dried frog skin, and hair of the afflicted".

Yan Lin handed Cornelia a shoe box.

"What's in here?"

"A frog. You need to peel off the skin for the potion." She handed Cornelia a knife along with a small bowl. Cornelia opened the box and withdrew the mottled brown and green frog. She wrinkled her nose in disgust as she dangled the frog by the leg.

"Eww. Double Eww. I don't do frogs"

"In order for Caleb..."

"I know, in order for Caleb to get back to normal; but do I have to peel frog skin?. Why can't it be peeling apples or find Caleb's real body and give him a kiss before the clock strikes 12?"

"Cornelia..."

"O.K, O.K, Fine"

Turning the knife sideways she began to peel the skin away. Slipping the sharp edge of the knife under the skin near the frog's stomach, she rotated the knife around, gradually sliding the knife down so that the skin came off in one long strip. By the fifth cut, the frog was skinless.

Cornelia spent the next hour helping Yan Lin. The difficulty of the potion confounded Cornelia though she managed to follow the brewing instructions. Her attention moved from the potion, her face dripping with sweat. The milky white potion with a hint of teal was simmering heavily, soon to boil. Pieces of alcea flower swirled inside the bubbling liquid; combined with a vial of quartz and a handful of powdered moonstone that would double the antidote's strength.

Yan Lin reached for the pot spoon. She immersed it into the liquid at an angle of 90 degrees and began stirring. Eight times counter-clockwise, another twelve times clockwise, and half a stir counter-clockwise. A cloud of lavender colored, peppermint scented, smoke waifed from the pot, tickling Yan Lin's nose. She took out her silver knife that was given to her as a gift from her days as a guardian and sliced off a thick chunk of harpy root. The root fell into the pot with a loud plop!

"Cornelia?"

Yan Lin was standing by her side offering her a steaming cup of tea.

"Thanks, Mrs. Lin"

"Your welcome"

She smiled and sipped the hot beverage.

"Phobos must not get the Heart of Kandrakar. If he does, nothing will be able to stop him."

"I know Will. She won't just give it to him. If anything I should have been the leader"

"The decision to bestow the power to Will was made by The Heart itself with the Oracle supporting the heart's decision."

"The Oracle?"

"You will meet him someday. The more time we talk, the more time we waste." Yan Lin scooped out a small ladle full of her potion and poured it gingerly into two vials no longer than her ring finger.

"It is done. Come, I sense Caleb is getting impatient"

* * *

"What is taking them so long?"

Caleb's tail twitched in irritation. He looked over to Blunk, who was gleefully chasing after a mouse. His wait was over when Cornelia and Yan Lin approached.

"Now listen carefully. The only way for this potion to work is to add your hair and Cedric's hair to the flasks at the same time, otherwise it will not work".

"Easy. Blunk, can you find us a portal?"

Blunk jumped form Cedric's voice but he quickly remembered it was his friend Caleb and he gave a mock salute.

"Blunk find portal for friends!"

He sniffed the air and pointed excitedly. "Blunk has scent. Portal that way!"

Yan Lin closed her eyes and chanted a prayer in her native tongue. Phobos's deception knew no bounds and without Cornelia, the others were not at their full strength to face the despot. She can only hope that Cornelia and Caleb get to them in time.

* * *

Elyon smiled. Her coronation was coming up. She took a pencil that could be easily mistaken for a twig and sketched. She added some more lines to detail the hair and shaded the eyes darker. Holding her hand over the paper, she paused upon realizing who she drew.

Why did I draw her? she idly wondered.

Elyon crumpled up the drawing and tossed it behind her without a second thought. She bit her bottom lip, a habit she had from since she was on Earth.

"Good evening, Your Highness" said Miranda. She curtsied in her skirt while she bowed deeply.

Elyon giggled. "You don't have to bow, Miranda. We're friends."

"I'm sorry, milady. But it's custom to do so, especially before your big day."

Elyon smiled and walked towards her. "I was thinking about exploring the castle grounds, want to come?"

"I would like to, but first I would like to introduce you to you Mistress Atheldra"

Elyon looked at the woman standing next to Miranda.

"Good evening, Your Highness." Mistress Atheldra bowed lower than Miranda. She was a short, pudgy, fair skinned, woman with brown eyes filled with kindness. Her peach skin glowed and her head was covered by a white butterfly henin. Her 3/4 bell sleeved black gown with a sweetheart neckline trimmed in silver with a matching brocade belt were made using the finest quality custom dyed silk velvet.

The woman was followed by two servants, struggling with a huge and evidently heavy trunk. They deposited it before Elyon's bed with a loud thud which made Elyon jumped. The seamstress swung back the lid to reveal a jumble of needle-cases, shears, spools of thread, measuring tape, booklets of sketches showing various fashions, and a few ready-made garments.

The two servants whipped out a pen small sheet of parchment, ready for the seamstress's orders.

"Mistress Atheldra is here to make your coronation dress. Aren't you excited?, She's the best seamstress in all of Meridian"

Mistress Atheldra pressed her fingers to her lips and looked Elyon up and down thoughtfully.

"You need to get undressed so I can take your measurements otherwise the dress won't fit"

"I have to get naked." Elyon's eyes widened to saucers and her face turned bright pink.

"No, not naked, just down to your undergarments. Relax, it's just us women. All I need is a few quick measurements and you're finished"

"O.K., but don't laugh"

Pulling her icy blue dress over her head and getting stuck; Miranda couldn't help but laugh and helped tug her friend's dress over her. Elyon slid her petticoat over her hips, catching it at the back of her knees and stepping out of the underskirt one leg at time before toeing them to the side in an undignified manner.

Mistress Atheldra beamed. She brandished her measuring tape and looped it around her neck with a flourish.

"Hold your arms out"

She wrapped the tape across the length of her shoulders, bust, waist and the widest part of her hips, muttering quietly under her breath.

"Bust - 34. Waist - 28. Hips - 37!" she called out to her servants who jotted them down.

The seamstress wiped a pudgy hand on her sweaty brow and stepped back. "All right, we have all your measurements done. Now, if you would like, we could pick a design for you from our most popular styles and fit it to your size. At the current moment, we have dresses that replicates the very ones the previous Queens wore for their coronation ceremonies. Or, if you would prefer, we can make one from scratch.

"I don't want to wear a dress that someone else wore. I want something new"

"As you wish, your highness. And now for the fun part; choose which fabric you would like your dress to be made from"

Elyon looked around "There's so much to choose from. Miranda, can you help me?"

"Sure"

Miranda said the name of each material they touched; crepe, satin, velvet, wool, silk, linen, hemp, polyester, and cotton. Elyon thought long and hard, narrowing down her choices to silk, crepe, cotton, and polyester, then she listed her dress preferences; pink and yellow for the color, long sleeves, and a long billowy skirt.

Mistress Atheldra wrapped something around Elyon that clipped in the front. When she started to tighten the laces, Elyon realized that it was a corset. She tightened it until it was very snug; Elyon thought that she was done, until she stepped behind her and started pulling on the laces again. When she got to point where she could barely breathe, she complained and she stopped. Mistress Atheldra untied the laces off and said, "That's enough. Try to get used to it while we prepare the rest of the clothes. Take nice even breaths."

She held up the fabric that Elyon picked out. Taking up her shears, she cut off a considerate amount of pink and yellow colored fabric. Elyon stepped onto the stool that one of the seamstress's servants put down on front of her; Mistress Atheldra let her hands flow over the material that was now wrapped around Elyon, uttering soft commands, letting Elyon move on her own.

"So..." began Elyon.

"Yes?"

"How long have you been a seamstress?"

"Oh, I've been sewing for so long that I can't remember a time when I wasn't holding a needle in one hand and fabric and cloth in the other. Tis was my mother's job and my mother's mother job, and now it's mine."

"That sounds really ni...Ouch!" Elyon yelped as a needle dug into her ribcage.

"Forgive me, your highness," the seamstress replied, pulling another pin out of her mouth and inserting it into the fabric, "But you are a tad twitchier than most of my customers."

"I'm sorry"

"Don't be. There's a first time for everyone"

Her right hand swooped low, poking the tip of the needle through the fabric. She tugged one last time to secure the thread.

"There now!" Mistress Atheldra exclaimed. She stepped back and looked over her handiwork, feeling quite pleased with herself.

"You look so beautiful!"

"Thank you!" chirped Elyon. She looked over her attire in the gilt full-body mirror; her straight frame was now an hourglass shape; disguised by an elaborate pink and yellow dress with a scoop neck bodice, fitting her tightly from her chest to her hips, and Juliet sleeves that accentuated her arms. Panels of chiffon flowed between the panels of her skirt giving it a gossamer sheen; a soft swish was heard every time she moved, adding to the splendor and charm.

"I cant wait to put this in my diary. Thank you again!" she said cheerfully.

Before Mistress Atheldra could comment, there was a knock on the door. Miranda opened it and a guard entered.

"The castle is under attack milady"

"What?! By who?!" shrieked Elyon, tearing her attention away from her coronation dress to gape at the guard.

The sentry bowed his head lower. "I cannot say milady. But I am tasked with escorting you, Miranda, the seamstress and her servants to safety."

"Very well. You may go." said Miranda shooing away the sentry as a human would a fly.

The sentry gave one last bow and left.

Elyon's shoulders drooped. Why couldn't they leave her alone? She was happy here.

"Don't worry Elyon, everything will be fine, there's nothing to worry about."

"You don't understand Miranda, they'll never stop coming for me."

"And that's why your brother is doing all he can to protect you. Lets go to the game room. We can play your favorite game, Labyrinth."

The sentry held open the door, bowing his head as they passed.

* * *

Phobos reclined against his throne. He was restless, but he knew he had to wait. He never liked waiting. He let displeasure show on his face before taking a sip from his goblet. The wine rested on his tongue for a moment and slid smoothly down his throat. He flexed his fingers, narrowing his eyes at the waning of his powers.

"A dip in my pool is in order" he muttered to himself, before getting up and walking to his private bath chamber.

The walk to his bath chamber was short and the stone steps made his footsteps echo throughout the cavern that surrounded the magical pool, filled with the magical force he absorbed from the kingdom. Phobos removed his robe and telepathically called for one of his faithful whisperers to carry it away. He slipped into the bath with barely a splash, luxuriating in the feel of the silky water moving across his skin. A mass of waves crashed around his sides and a waterfall flowed down his back. He leaned back in the warm water, closing his eyes.

_*Flashback*_

The baby cooed softly and the woman smiled widely before stroking the baby's soft tufts of hair. The baby giggled before reaching out with her pudgy fingers and grabbed her mother's fingers, she gave it a soft squeeze and the woman's smile stretched. She looked up and saw Phobos hiding behind a pillar watching the exchange of affection intently.

"Come Phobos." she beckoned him over "This is your sister Helen!" Phobos trotted over to his mother's outstretched hand. He tilted his head to the side as his green eyes looked at the mirthful baby. He scrunched up his nose before reaching out and grabbing one of her tiny hands.

Queen Weira looked down at her son disapprovingly and she swatted his hand away. "No, no, no, Phobos. That's not how we play".

"But I don't want a sister," groaned Phobos, thoroughly displeased with the news of a baby sister in the castle.

"Hush Phobos, you must not say such hurtful things."

Consort Zanden entered the nursery, holding out in front of him a small ornate silver crown on top of a green velvet pillow. The headpiece glowed softly. Phobos's mouth opened in an 'o' shape. It was the shiniest thing he had ever seen. He didn't know what it was, but he wanted it. Consort Zanden whispered something into the Queen's ear, something that made her chuckle and blush before leaving.

"Mine" Phobos squeaked; reaching up for the crown. His fingers managed to poke the headpiece before it was taken out of his reach.

"No, Phobos. By law of this land, the crown belongs to your sister."

Phobos huffed. "But, mommy I want it!" He stomped his feet and shook his fists. "I want it!, I want it!, I want it!" he wailed.

Helen started to stir. Queen Weira straightened to her full height. "Enough Phobos, I'll not have you behave this way in front of your sister. I do not want to spank you, but I will if you do not stop this behavior" She laid the sleeping baby in the crib and kissed her goodnight before turning to Phobos.

"I'm sorry, mommy." He put on his best puppy dog face. "If I be good, then can I have the crown?"

Queen Weira sighed at her son's persistence, a trait he inherited from his father. "No means no, Phobos."

And before he could say another word, his mother ushered him out the room.

_*Flashback end*_

Phobos opened his eyes and laughed.

_Wretched fools! To think that a law based on gender will stop me from taking what should be rightfully mine!_

"I see that my prince is in a good mood" came a voice like honey from the shadows, followed by a soft feminine chuckle. Phobos was taken by surprise for a moment, he wasn't aware that there was another person in the room.

"Gloria" he growled under his breath. As if summoned by the mere contemplation of her name, she glided to him dressed in a long black and red dress with two slits up to the top of her thighs. Her hair was pulled up in an elegant bun and her neck and wrists was dripping with jewelry. She smiled at his stare.

"How did you get in here?" he demanded.

"Mmm, I took the liberty..."

"You have no liberty!" barked Phobos in annoyance.

Gloria dipped her head in feigned in apology. "How long has it been, my prince?" She sauntered over to him and lowered herself to the pool's edge and sat, dipping her feet and legs into the water. Phobos's green eyes fixed on her with a numb interest.

In spite of his resolve, he felt his body stir slightly. Gloria slid a hand up over his chest, pausing briefly at his hard nipple. She purred at the sure sign of arousal, tracing her finger around his neck and face. She brought her lips very close to his ear and murmured softly "You need not speak, my prince. I know what your heart and body desires"

_My heart and body desires the Heart of Kandrakar, not you wench!._

Phobos managed to keep his silent composure, allowing her to make a fool of herself a little longer. Gloria pecked his cheek and licked his lips, begging for entrance. Phobos turned his head and with a languid wave of his hand, he brushed her off.

Gloria was affronted. He never turned down her advances. She stood up and bowed deeply, subtly reminding him of her ample cleavage and turned on her heel. Phobos watched her go.

"Guards!" he bellowed

On command two guards ran into the room. They bowed low, awaiting his orders.

"Your new station is outside my bath doors. See to it that I am not disturbed by anyone. Go!"

The duo rose and hurried to obey their master's order. They heard stories of what happened to people who interrupted him when he bathed and it sent shivers down their spines at the thought of being on the receiving end of Phobos's wrath for failing to execute his orders.

* * *

The floor tiles were marble black; the walls were the same shade with paintings of past rulers along their length and two ebony staircases with designed railings on each side leading to the fifth floor of the main hall. The only source of light was a wrought iron three long-spoked ring chandelier with cream colored lit candles, however it was so far up, its light barely reached the girls. The hallway got darker as they walked down it. It turned three or four times and then straightened out. It seemed impossibly long, and had a menacing demeanor.

"The throne room is thisssss way."

"Er, Caleb, did you just hiss?" questioned Will who looked at him oddly.

Caleb turned around and regarded her quizzically."No, you must be hearing things."

"Why do I get a really, really bad feeling about this?" whispered Hay Lin. She cautiously looked around as if she was expecting a sneak attack at any minute.

"Maybe because we're about to face the greatest evil in the universe," Irma deadpanned.

Caleb continued to walk. He smiled; with the guardians out of the way, all that was left was that pesky rebellion to deal with. But without their leader, they were nothing more than squawking chickens running around without a head to lead them. The long hall finally ended and the throne room doors opened by silent command; they were now in a very wide room that Taranee guessed was 239.5 feet by 34.4 feet, with a soaring forty-foot ceiling.

Will's eyes narrowed, she didn't see a machine or anything that resembled it and her eyes widened in realization.

"It's a trap!" she yelled.

"Indeed it is". Standing in front of the throne stood the unmistakable Phobos. "To counter the water guardian's poor choice of words, evil is but a point of view created by the too stupid, weak and unfortunate unable to do anything about their circumstances ." said Phobos coolly. He eyed the girls, in a few years these pretty teens would make stunning women.

"And what has my faithful subject Lord Cedric brought me? Four of the five guardians with one possessing the Heart of Kandrakar."

"As you so desired, my liege," said Caleb, as he kneeled.

The guardians looked at the kneeling Caleb in shock.

"You mean that's lizard boy?!" cried Hay Lin. "So that's why I've been getting a funny vibe!"

"So, Caleb must be in Cedric's body! But the question is where is he?" Taranee said aloud to no one in particular.

"Worry not, for you will all soon join him" crooned Phobos

"Just like this battle will soon join all the other battles that you lost!" shouted Irma.

Phobos eyes flickered to Irma. He was secretly impressed by the Water Guardian's cavalier attitude. After he broke their leader, she will be next.

"I grow tired of this!"

_All good things must come to an end._

Violent wind spun out from Phobos, tossing his hair out behind him, causing The Guardians to shield themselves from its force. Magic erupted out of his fingers in a deadly blast engulfing the ground with deadly flames; At seeing his master attacking the guardians Cedric dropping the façade of being their friend sprung into action.

"Chill out, Cedric!"

Hay Lin blew a haze of cool air over him freezing him in place; Taranee's skin was slick with sweat and her face was lined with concentration, reaching out she took hold of the thermal energy, absorbing the heat and drawing in the flames to her.

"Your playing with fire, Phobos!"

She hurled a fireball at Phobos, who conjured a shield to protect him. He easily dodged the next fireball, countering with a ball of dark energy. A gust of air from Hay Lin knocked the projectile off course and sweeping dust in his eyes, forcing Phobos to cover them. This turned out to be wise. The breeze kicked up suddenly and for a second he had to struggle, struggle against the wind that threatened to blow him away. He shielded himself against the gale force winds, though it was clear he was nevertheless at a disadvantage. Visibility extended just ten feet ahead of him and the loud roaring of the winds prevented him from hearing.

Phobos barely dodged out of the way of a flame pillar that bursted from the ground, nearly charring his casting hand. With a sudden sweep of his other hand, Phobos sent out a shockwave that arced towards Hay Lin. With lightning reflexes, Hay Lin somersaulted backwards, barely dodging the shockwave as it impacted where she last stood. Taranee summoned three orbs of orange fire which began to hover around her before suddenly flying straight at Phobos like missiles. Without his energy shield protecting him, the fire struck Phobos directly in the chest, knocking him off his feet momentarily, singeing his robe and revealed his chest underneath.

To their surprise and confusion, Phobos laughed evilly in response. He concentrated, gathering his dark energy around him, his eyes glew a bright white and his face twitched. Phobos outstretched his two arms and made fists with his hands. He brought the two fists together with frightening speed. When the two fists collided, an eruption of shadow energy poured out of his body in every direction.

Will floated into the air over Phobos and shot a beam of pink energy towards him. Phobos easily jumped out of the way, becoming quickly shrouded in shadow. His laughter echoed from all around. Suddenly, a low pitched moan was heard, and a shape began to appear in the darkness. At first all the Guardians' could see were two arms wielding extremely sharp blades, serrated and pulsing. Then came the bald head; two glowing red eyes that looked like they were burning on their own accord, fixed on the Guardians' horrified expressions. It's pointed, razor sharp teeth gave mute testimony that it could kill with those instead of its blades. The rest of the body formed; a coal black skin male torso with a smoky black tail instead of legs. The demon flowed freely through the air without effort, like a body swimming through water.

The only downside to tapping into this kind power was the amount of effort it took, making it far more taxing then casting simple spells. However it could not be denied that in this case it was worth the extra effort.

Instinctively, Will sent a lightening bolt at it, but just before it could strike, the demon vanished into the darkness. Will spun around, trying to relocate him, keeping her hands raised defensively.

"You are nothing but a mortal." The demon's voice whispered in Will's ears.

Will spun around; the demon's blade moved towards Will's neck in a swift slashing motion. Will ducked from what would certainly have been her decapitation. With an unnatural growl, red energy beams extended out from the demon's hands to Will's head.

Without warning, Will suddenly felt her body leave her as her mind began swimming in illusions directed by the unhallowed creature. "This isn't real!".

* * *

**A/N- ****In the comic, Caleb was a one of Phobos's murmurers, before he gained sentience and rebelled against him. **

**In my opinion, if Phobos was such a threat to other worlds that Kandrakar had to raise the veil to isolate him, shouldn't he have some considerable amount of power from absorbing meridian's lifeforce/energy. I apologize if I offended you by making him overpowered in this fanfic.**

**Read and review, and no flames please.**


	7. Chapter 7

It was the late days of June with the temperature reaching eighty-two degrees. The beaches of Fadden Hills just outside the bustling city were heavily populated with no end in sight by beach umbrellas and towels lying on crisp sun-yellow sand. Will strode down the hallway of Fadden Hills High School, taking a leisurely pace towards the gym for a practice swim. It was the last day of school and Will was stoked. She and her best friends Summer, Ashley, Katie, and Veronica were celebrating by going for one last swim in the school's pool together before the break began. Will reached the locker room and saw that the door was slightly ajar, she reached for the handle when she heard voices talking inside.

"She's weird" That was Katie. Katie had a petite build; she stood at five feet tall with auburn waves that reached her shoulders. Her green eyes were closed as she practiced her warm-up stretches. "I hate when she sits next to me in Biology."

Summer's voice came next, "Yeah, and what's her deal with frogs. Yesterday, I went over to her house, I swore I was in a swamp" Will could see Summer brushing out her long black hair before tucking it beneath the swimming cap.

Will felt a little annoyed with that remark. So what if she liked frogs, she thought they were cute.

"Oh my god, remember when we went to the movies and she showed up wearing makeup for the first time?!" piped up Ashley, applying lotion to her well cared for legs.

"Yeah, she looked like such a clown" chimed Summer.

"More like a raccoon! You can tell she does not know how to use eyeliner!" snorted Veronica dumping her change of clothes into her locker who laughed harder. "I only invited her because she always has money to treat us!"

Will couldn't believe what she was hearing. They were all making fun of her behind her back!

"She should be here by now. I'll call her to let her know we're here."

Will's phone vibrated three times before her ringtone rang out loudly.

_Oh crap!_

"Hey, did you hear something?"

Will quickly dodged around the corner and out of sight. She heard the door open; Katie's reflection could be seen in the window lining the opposite wall. Katie looked up and down the hall, shrugged, then went back inside. "Guess it was nothing. I'm tired of waiting around for her. Let's go already!"

Will ran down the hall. She didn't know where she was going nor did she care. All she could think about was the sound of their laughter. How could they make fun of her like that?! She could feel the blood rush to her face. Grabbing the door and pulling on the handle, she ran outside the school, across the campus. Hearing her shoes pound on the pavement, she began to tire and slowed to a stop when she reached the town's bakery.

She took a few breaths of fresh air and began to walk when something in the window pane caught her eye. Her reflection. Will gawked at it. Her reflection showed Will slightly taller and wearing clothes far from her usual jeans and sneakers. What looked like fairy wings sprouted from her back; a purple top that showed more skin than she would have liked and a short green mini skirt with striped teal and green tights with purple boots; clothes that would make her own mom arch an eyebrow. Will blinked and rubbed her eyes. Was she seeing things? She looked at her reflection again. Nothing was out of the ordinary save for her eyes that were puffy, red, and clouded with tears. She looked at her green wristwatch, the numbers flashed 1:05 in the afternoon.

Will felt it was a little too early to go home just yet, no doubt her mom would question why she was home so early. Staying in the library and reading books was boring and she didn't have money to go anywhere else.

_Home it is._

Home was only six short blocks away. It took longer for Will to walk home than usual. Her pace was slow so that she could take in the sights of the town and its inhabitants. The stores and streets full of people milling about or heading to some destination were intimately familiar, yet now everything seemed to shine in a new light. Will's shoes scuffed along the pavement as walked on the smooth concrete sidewalk. The maple trees arched gracefully up from its roots and the branches wove themselves toward the sky. Flowers reached full bloom filling the air with their fragrance.

Will stood in front the place she called home. The stone walkway that cut a curved path through the front yard had been redone last year, so there were no cracks to mar it. The yard was well taken care of, covered in neatly trimmed green grass with rounded bushes and colorful flower gardens framing the walls of the two-story, light blue color with a dark gray roof house. A lawn care service stopped by every two weeks to maintain the landscaping. She rummaged around in her bag over her shoulder and fished out her house key; twisting the key and pushing the door open. The door opened to a hallway leading to the living room that contained a large beige sofa and two armchairs, a fireplace with a mantle filled with family pictures, and a glass coffee table in the middle of the room. Will kicked off her shoes and nudged them into the closet.

The sound of laughing echoed through the room and Will poked her head inside. Susan was watching a sitcom. The man on the TV was blushing in embarrassment. He had his pants to his ankles, revealing crimson love-heart patterned boxers.

Susan stopped laughing when she saw Will. She looked at her watch then back at her.

"Your home early."

"I had a bad day at school."

"Will, baby come here." Susan motioned for her to come forward; Will flung herself at her. Burying her head in her mom's chest, she sobbed. Susan held her close, and smoothed her hair down, whispering "Baby its okay…shh don't cry" in her ear.

"Tell me what's wrong."

"No! I don't wanna go back in there!." said Will, her voice muffled by her chest.

_It's like she read my mind_, thought Susan.

"Will, I think it's time for a change. We're moving out of Fadden Hills."

Will froze. "But where are we going to go?"

"Heatherfield. We leave tonight. I've already started packing my things, and I left some boxes in your room, so you can too."

Will let out a yawn and stuck her hand over her mouth, letting her eyes droop slightly.

"Now this wouldn't happen to be a trick to get out of packing duty, right?"

"No, mom. I'm just tired," Will yawned again, as if proving her point.

"Why don't you go get some sleep, but don't forget to start packing afterwards."

"Okay, mom"

* * *

It was 3:24 and Will was laying in bed, unable to close her eyes. She had been tossing and turning for over an hour, but sleep continued to escape her. Huffing in frustration, she rolled onto her stomach and pulled her pillow over her head. Another minute passed and she let out a low groan and turned onto her back again. By now, her body was completely tangled in her sheets. She thrashed around exasperatedly, unraveling herself from them. Will sighed as she sat up, realizing she wasn't getting any sleep tonight. Cranky and upset, she slid out of her bed and stretched. It was time for her to start packing.

Will moved around her room slowly, grabbing different items of clothing and stuffing them in boxes. The first thing she picked up was her green stuffed frog with bulging eyes. Whimsical and adorable, it had been a birthday gift from her dad.

_*flashback*_

Thomas Vandom drove to the strip mall with a couple separate buildings to the side. One of them, its colorful sign clearly visible from a distance away, was a Toys and Joys; fun and games for all ages and occasions store. It instantly captured his attention. He patted himself down to make sure he had his wallet, and finding that he did, he crossed the street and followed the sidewalk down until he reached the mall parking lot. He strolled it, and joining other shoppers, entered the large toy store. It was his little girl's birthday and he wanted to get her the perfect gift.

He stopped in his tracks just inside the doors and looked around, amazed. The sheer magnitude of the building and all it's miscellanea of toys intimidated him, but with a plan forming in his mind, Thomas moved forward and looked for a salesperson to help him.

Just down one aisle, filled with everything imaginable that little girls would want, Thomas noticed what he assumed was a salesperson. "Excuse me," he said as he paused next to the teenage girl standing on a short stepladder filling the shelf in front of her with Barbie dolls. When she looked over at him and smiled, her mouth full of braces, he gave her one in return. "I'm looking for a crown—a princess crown—for a little girl. Can you tell me if you have something like that and where it'd be?"

"Sure!" the girl stepped down from the ladder, the multiple hooped earrings in her ears jangling, and once she stood next to Thomas, she looked up at him and said, "Come with me." The metallic grin she gave him was infectious. When she turned and led him back down the aisle and around to another one a short distance away, Thomas followed.

When his guide stopped in front of a large selection of crowns, wands, plastic heels and all sorts of other little girl dress-up paraphernalia, Thomas stopped as well. Overwhelmed, his eyes grew large and his mouth gaped in awe.

The girl grinned at him and said, "Yeah, I know. There's a lot to choose from. D'you have anything specific in mind?"

"Yes," Thomas replied, his gaze moving from one little item to the next. "My little girl, uh, wants a princess crown. She's six," he said, proudly.

"That's awesome!" the teen said, and reaching out for a package, handed it to Sam. "Maybe she'd like this? I know my little sister did when she was that age."

Thomas took the cardboard-and-plastic-wrapped package from the girl's hand and studied it. Encased within the form-shaped container was a glittery, paste-gem covered crown, with a matching pair of clip-on earrings. He grinned at the salesgirl and said, "It's perfect. Thanks."

The teen looked up at him and, with a twinkle in her brown eyes, asked, "She's six, you say?" At Thomas's nod, she added, "Does she like Barbie dolls?"

"I don't know," Sam said, then considered, "Should I get her one?"

The salesgirl sent him a conspiratorial grin and, grabbing his elbow, led him around the end of the aisle to the other side where, displayed in all their finery, were more Barbie dolls than Thomas had ever thought to see. Not even considering looking through them all, he asked, "Is there a Princess one?"

"Um, yeah...several," the girl said as she gestured to one section of the display. Thomas walked over and was faced with multiple boxes, all containing Barbies in various princess gowns, colored hair and themes. One almost literally jumped out at him, and he knew immediately it was the one for Will. He reached out and lifted the box from the shelf.

The salesgirl noted which one, and commented, "Ariel. She's one of the most popular ones." The doll was clothed in a confection of blue, with miniature seashells in her long flaming red hair that reached to the middle of her back. "Little girls love her because of the hair, I think."

Thomas was sold. "I'll take it. At the risk of melting my credit card, what else do you think I should get?"

"Howabout some stuffed animals?"

Thomas nodded and said, "Good idea. Lead the way!" By the time the girl, whom he finally learned was named Carrie, had piled up his arms with all his choices, he was sure he could smell his credit card smoking. He walked out of the store, huge bag in hand, grinning delightedly. I can't wait to see Will's face when she gets a load of all this he whispered softly, anticipating the look on her face when she opens her gifts.

_*flashback end*_

Will carefully wrapped the frog and placed it in the box then moved to her nightstand. The nightstand held a jumble of frames of various sizes and shapes, filled with family and friends, but mostly the photos showed her friends-Veronica, Katie and Summer- laughing and kissing, sharing secret smiles, heads bent together as they waved at the camera. There seemed to be a ridiculous number of them.

"Phonies"

Will sat down on her bed. She could hear her mom somewhere in the house banging things about. Outside, a dog barked and a birds tweeted. Anger flared in Will's chest, squeezing at her lungs. She tried to calm her breathing down; she pressed the heel of her hand into her eyes, bitterness quickly replacing regret. She shot up from her bed. She needed to finish packing and get out of here. Move on. Forget.

"Will?" Her mother called from her room.

"Yeah, mom"

"Are you up?"

"Yes!"

Susan was carrying a tower of boxes stacked high on her straining arms, and each was filled with an abundance of clothes and paperwork. Susan set the boxes down near the door, straightening a few errant papers before entering her daughter's room.

"Will, you look awful," said Susan, taking in her ruffled hair and baggy eyes. "How much sleep did you get?"

"Why does that matter?!," snapped Will crabbily. The words were shouted, shot at her mother's face with enough anger to make her want to take a step back; Susan was shocked and hurt.

"Will?!"

Will shrank away. "Sorry, mom" she said. "I couldn't sleep. Every time I dozed off, I got a nightmare."

Susan's eyes softened. "Do you want to talk about it?"

"Not really."

"Will, talk to me. Something is bothering you and I can feel it."

"It's nothing, mom!"

Susan can usually tell when her daughter was lying, but the question was why? Her guess was the move but she couldn't shake that nagging feeling that the move was not the problem.

"Now to answer your question, I was coming to wake you, the moving van is here."

"They're here already?!" exclaimed Will. "Don't they usually come in the day?"

"Yes, they do." said Susan. "But, I ordered the night package because I don't want to drive in the morning traffic. And I was lucky too, because only one van was left." Susan looked around her daughter's bedroom and frowned. The room itself was messy; there were cardboard boxes lying on the burgundy carpet, with clothes strewn around.

"I thought you packed."

"I started to."

Well you need to hurry. I also came to tell you that this your last chance to use the house phone to call your friends and tell them the news."

"Actually mom, we're not friends anymore."

"Did you guys had a fight?" she asked with concern. She looked at Will closely, not finding any bruises or traces of a physical altercation.

"No, mom. They were making fun of me, and I didn't want to be their friend anymore."

"Oh, Will. I can promise you that will make better friends at the new school. In fact, the second you walk in, everyone will be all over you. I can bake some cookies to smooth the transition if you want."

In all honesty, Will wasn't listening to her mother's remarks over how easily she'd settle into her new school. She was too focused on the embarrassing situations involved with being the new kid.

"Will, are you even listening to me?" Her mother asked, an impatient glare directed her daughter's way.

"Yes."

"Well, what did I just say?" Her mother challenged, raising an eyebrow and sending Will a smirk.

Will exhaled. "Fine, I wasn't listening. I just want to be myself for a little while."

"Okay...I'm going downstairs. Don't forget to finish packing." She slipped silently out the room and closed the door leaving Will alone.

_It is time for a change._

Will went straight to the bathroom. In the medicine cabinet over the sink was a pair of gleaming scissors. Without any consideration, she took them out and selected one lock of tomato colored hair. The scissors opened and closed and the lock rested on the tile floor. Again and again she snipped, until layers of her hair littered the floor. What was left barely reached past her chin. Will couldn't even recognize her own reflection. She dropped the scissors, immediately bringing her hands to her hair. With this new style, everything about her looked sharper- her cheekbones, her jaw and her eyes. Will examined herself in the mirror for some time before leaving the bathroom for the bedroom. She had some packing to do.

_Goodbye Forever, Fadden Hills_

* * *

It was like a billion knives being stabbed into her brain and ears. Will fell to her knees and resisted the urge to scream in pain. "No!" Will broke free of the vision to see the demon's eyes watching her, burning in the darkness. Phobos grinned as another hallucination penetrated Will's mind.

...

Will climbed up the wooden bar stool to reach her favorite cereal, Honey Crackling Cream Crunch. She pulled at her blue pajamas with stars and moons on it before filling the bowl to the near brim and pouring more milk than was needed, just the way she liked it. The cereal bowl with artificially colored creamy rice puffs continue to crackle as they absorbed the cold milk while brown eyes stared at the T.V. in the kitchen. Will wrapped her hand around the silver spoon, shoving the spoonful of cereal into her mouth and letting the popping sensation tease her tongue before she started to chew and swallow.

Susan peeked into the living room. Will could never wake up on time for school, but she could always wake up early enough to see her favorite cartoons, Lizzy and Pete and Astroboy.

"Morning, Mom." Will shot her mom a Cheshire Cat grin before turning her attention back to her animated program.

"Morning, Will."

"Hey mom, what's going on between you and dad?, and I don't wanna hear that it's an adults thing."

Susan smiled, pouring a glass of orange juice and taking a swig before setting it down. "You'll know everything, baby. And when did you become this little grown up, huh?" She tickled her and they laughed together. She took her hand and led her to the couch.

As they sat down, Susan's eyes darkened and her voice dipped in volume. "Will, I'm about to tell you a very serious thing." She held her hand and stroked her face.

"Will, do you know why people get married?"

"Because they love each other"

"Yes, because they love each other and want to live together, to share everything. But besides love, you need the compatibility, devotion, money, and happiness. Now sometimes, all that lasts forever. But sometimes, it doesn't. And when this happens, the marriage ends. People break up and separate or they ask for a divorce." A tear rolled down her face.

"Mom, are you divorcing dad?" The words hung in the air as Will tried to process pulled her hand away and stood up in disbelief.

"I am. Your father and I are getting a divorce."

Will started to cry. "But why, Mom?!"

"Because as I said, we didn't have all that anymore."

"Is it my fault you guys are getting a divorce?!"

"No, Will. None of this is your fault. Things just weren't working out and I decided it was for the best."

Will stared at the floor with her eyes full of tears.

"But we're not a family anymore!"

"Yes we are. We just won't be living together. Your father will leave the house, he'll look for another place to live, and we'll stay here. He will never stop being your dad. You guys will still be close. He just won't be here all the time." said Susan reassuringly.

Will stayed silent. She was still getting used to the whole divorce thing. Especially the fact that she was not going to see dad everyday. She was going to miss his smiling face standing over the stove making dinner and laughing at his jokes.

"Come on, Will. Cheer up."

Susan moved closer to her. She tried to comfort her, but her efforts were in vain. Will tried to fight back her tears, but they flowed forward.

"I don't feel like cheering up"

"I knew you would say that. But Will, this will pass. Sometimes in life, there are things that seem bad at first, but eventually they'll blow over and make way for the good."

"If you say so, Mom."

* * *

"NO!" Will fell to the ground, holding her head with both hands, tormented by the malevolent images being planting in her mind.

A pink shield once more engulfed Will protectively, but it was immediately strained by the demon's vicious strikes. She sent another bolt at the demon. The demon easily dodged the attack, and threw a dark-blue cloud at Will. The cloud rushed towards her at impossible speed and formed a frightening shaped just before it struck her. It turned into a monstrous pair of jaws with sharp teeth that opened up and bit down upon her entire form as it struck. Will's shield broke under the impact.

Darkness and light clashed, pushing for dominance as the bearers mentally fought one another. Unable to beat her, the demon broke the mental link and charged at Will. Taken by surprise by the sudden aggression, the demon's surge of attacks shoved her to the ground. Triumphant, the demon seized his chance and brought her world into total darkness.

Will's wings upon her back folded around herself instinctively; with the aid of The Heart of Kandrakar she shielded herself from the assualt. Thrusting her wings outward forcefully, her high voltage energy dissipated the negative aura around her leaving her unscathed from damage. The air rippled in disruption in front of her momentarily blurring her vision, but her enemy was unmistakable.

Phobos's eyes glowed as his fingers controlled the demon's every move; curling his fingers back and then shooting them forward. Unable to initially break her front, the demon began vanishing into the darkness, only to reappear near instantaneously behind Will and attempt to strike from behind and above. He began mixing in these hit-and-run tactics with his feral endless attacks, wearing Will down slowly but surely as she began to tire whilst the demon seemed as fresh as ever.

Tiring and unable to match it's strength, she was shoved back further and further. Sensing Will's weakness, Phobos had the demon doubled his strikes, savagely shoving Will back further.

At once, something hard and invisible crashed into Phobos, knocking the wind out him and throwing him back, rolling to stop a few feet away.

Taranee became wreathed in flames. Bursting into an inferno her arms surged forward, spewing a contrast of pure gold and powerful red flames. The flames clashed with Phobos's vivacity. He deployed his energy effectively, creating around him a shield of energy that the fire could not cross. Worse, it was growing in volume. Lightning began to flash over the transparent sphere.

"You will pay dearly for that, Guardian!" he spat, banishing the demon back to the abyss from whence it came to conserve his magic, and to personally be the one to kill the guardians; girls that were thorns in his proverbial side for too long.

"I don't think so!"

Gathering her strength, Irma picking up speed, and gave a powerful blow to a single point of impact on the shield. Under the force of the strike, the shield became deformed, as it was were flexible and supple, but to a certain limit. The shield burst like a soap bubble, with the same popping noise.

"Water!"

Irma formed a water bubble, trapping Phobos. He thrashed madly about for air then stilled for thirty seconds. From his right hand, he conjured a long thin sword of dark energy and in one clean, precise and powerful movement, he sliced through his watery prison. His sword moved passively through the air, ending with point of the blade directed at Irma, or more specifically the exposed skin of her stomach. A violent scowl dictated his next action as a wave of compressed energy lashed out and impacted with the water guardian, hurling her back with bone breaking force.

"Now embrace Oblivion!" he cried out, relapsing into megalomania. From his fingers sprung a multitude of beams: dark red and black, narrow, and very fast beams that zoomed straight to Irma, who was struggling to get back on her feet.

"Look out!" Will cried, taking the blow that was meant for her. Her brown eyes widened and she slowly looked down, seeing blood seeping out of her stomach. She looked up and slowly sank to her knees, shock written clear across her features.

At the fall of their leader, the girls reverted back to their normal forms.

"Oh, no!"

"Will!"

* * *

In response to the yelling of the Guardians, joyful laughter escaped the lips of Phobos "How pathetic!" he jeered. "Guards!" he yelled. On command guards rushed to the scene surrounding the girls whose expressions varied from terrified to shock. "Take them to the dungeons, but leave the red headed one and the rebel leader. They belong to me!"

The guards grabbed the girls by the elbows and dragged them down the corridor leading to the Prince's dungeons. Despite this Taranee was the only one that felt a quiet sense of relief that nobody would see them being hauled down to the cells like dogs.

Phobos looked at Caleb with a blank expression. If it wasn't for the fact that his close advisor, friend, and commander of his armies was in that body he would have thrown him in the dungeons along with them. He would've thawed him out, but a more pressing issue called to him.

"Such a shame it would be to kill you and let you fade away. But then again, you would be no use to me if you died."

Will laid motionless, her eyes stared blankly up at him, and for a second Phobos felt a tinge of remorse, but he shook it off. Placing his hands just inches above Will's body. A strong green light veiled them and surrounded her lower abdomen, knitting the flesh back together with invisible threads, leaving a thin, pink line that would fade with time.

Will started to stir. Her brown eyes opened and they were stained red with burst blood vessels. Will's stiff muscles seemed to relax, and the pain that was in them dulled. Motion to her left made her turn her head and she squinted her eyes in confusion.

"Phobos...What are you?...Why are you..?"

Phobos swiftly silenced her questioning with a deep kiss, nipping her lower lip sharply before delving his tongue deep into her mouth.


	8. Chapter 8

**I do not own W.i.t.c.h and I make no profit from my fanfics.**

**I do not own any characters.**

**I know the punctuation/ grammar is not perfect…but, I'm trying.**

**Warning- This chapter is M for mature. It contains violence, a torture scene and a rape scene. If you don't like, don't read.**

* * *

The girls walked down the hall with one guard leading the way and three guards behind them.

"Let go of me!"

"Keep quiet and move!"

The guard brutally shoved the tip of his sword in Irma's back forcefully coaxing her to walk. Irma grumbled at her mistreatment, bumping into Taranee who walked with her head down.

With a rusty screech accompanied by the clank of chains, a massive iron portcullis ground opened at their approach. They passed other prisoners in their cells and they watched with interest, seeing by their clothes that they were not from Meridian. They began to walk down a flight of dark, stone stairs that led deep underneath the castle. The air became colder and colder the further down they got, until they reached the dungeon cells.

The hallway of dungeon cells stretched on, endless, the atmosphere was imposingly dismal; the dim light of the flaming torches only made the reaching shadows grow longer, feeding the darkness instead of beating it back. Two guards stood watch over the prison, surveying the ghostly stillness of the cells around them, their swords hung with a sinister warning, gleaming at their sides. In the lantern's glow the red of their uniforms looked wet, as if they had been swathed in fresh blood. They paced back and forth from one end to the other, crossing paths with a curt nod before continuing on with their long trek to the other end of the mostly inhabited prison cells. They walked with the single-minded intensity of soldiers; their personalities wiped clean from their person, their faces hidden behind crimson stained helmets. These men were carbon copies of each other, no discernible differences they moved as one, marching prideful down the prison hallways. In the darkness a low moaning howl filled the air slowly, the sole despondent note hanging in the air before the loud warning of one of the guards as he hit the bars with the hilt of his sword cutting it off abruptly, and then nothing else could be heard except the discreet mutterings and stifled whimpers of the pitiful and forgotten.

Raythor guarded the entrance. He sat to the side on a wooden stool that seen better days, sharpening his sword to pass the time. He looked up and smirked sardonically, "So, the witches are finally locked up for good." He spat on the ground in their direction. "If it were up to me, you'd all be executed, but Prince Phobos didn't give the order."

"Kinda wish he did, so I wouldn't have to smell this place," countered Irma.

The guard behind her cuffed her upside the head for her backtalk. The unexpected cuff brought a look of pain to the brown haired girl's face, but she was denied the comfort of rubbing the spot where he hit her, for her hands were bound with chains.

Raythor stood up and walked in front of the girls, examining his new prisoners. His gaze never leaving their faces as he sized them up, getting a read on who was going to cause him the most trouble. His instinct never failed him, but it was the girl on the end he wasn't sure about. He stopped in front of Taranee who stood completely erect and expressionless. Taranee stared at the wall in front of her with persistence, ignoring him completely. This kind of attention hardly touched her, not after they lost their friend and were about to be imprisoned. Raythor bent slightly, trying to get a reaction out of her, following her eyes as they looked everywhere except at him.

"This one here is too quiet; can tell she's up to no good."

Whether it was his words or the callous manner in which he had uttered them that did it, something inside Hay Lin snapped, and she felt a powerful new feeling rising within her. Her vision blurred, and before she had time to realize what she was doing, she uttered a high-pitch shriek that hurt everyone else's ears; Taranee wrested free from the guards' grasp, breaking the chain links of her shackles. She lunged straight at Raythor. The force of the collision caught Raythor completely unprepared, knocking him to the ground.

Taranee flailed, scratched, bit and kicked, and generally did anything she could to mar Phobos's minion, while Raythor yelped in unexpected pain and tried to push the frenzied girl off of him. It took the combined efforts of two guards to finally remove her, and even then she was difficult to manage.

Raythor stood up, and touched the side of his face, where Taranee had nailed him pretty good. His fingertips came away wet with blood. Furious now, he unsheathed his sword and advanced on Taranee with a growl. Taranee met his enraged expression eye-to-eye, with grim determination. Raythor stopped short, for he had an idea of a fitting punishment.

"The girl still got some fight in her. Take her to Arturas, he's been itching for a new toy, and take the rest down below!"

Don't you dare do anything to her!" Hay Lin shouted as best she could. She struggled to break free of the guard's hold on her but was unsuccessful.

Horror fixed on Taranee's face; she felt herself being pulled away. Kicking and punching, she landed a few hits to unprotected crotches and chests, but she was no match for any of them.

Irma stared straight into the eyes of her enemy. Raythor felt an odd feeling passing through him; sensing it was coming from the girl with the chestnut colored hair, he gave a nod to the guard holding her arms. The big man whacked Irma as hard as he could in the back. Irma fell on all fours and tried to get up again but was kicked in the back again, causing her arms to collapse under her own weight.

"Stop it!" cried Hay Lin.

Growing tired of Hay Lin's resistance, the guard kneed her in the stomach, knocking the air out of her. Hay Lin gasped and doubled over, clutching her stomach; allowing him to snatch her off her feet and throw her over his shoulders like a sack of potatoes.

"Stand and move!" grunted Irma's guard. Hoisting her to her feet, he squeezed her arms painfully, dragging her towards the dungeon's lowest cells reserved for the most vile offenders.

"I'm…. not… going… anywhere…. with…you!" Irma panted defiantly between breaths. Her sneaker heels dug into the ground finding traction as she used her body as resistance.

"Damn brat!," he scolded while taking a handful of her hair and yanking it hard, forcing her head back; pushing her forward with his other hand through the entrance. Irma stumbled down a couple of steps before regaining her balance. As soon as they reached her cell, the guard unlocked the door and shoved her inside, making Irma fall on the cold cobbled floor.

"I pray that Prince Phobos gives the command to execute you all." The guard said with an iniquitous grin "Once you and the rest of your kind all are dead, us good folk will finally be free from your evil."

"We're evil?! Phobos is the triple espresso of evil! He's done nothing but told you lies and kill innocent people! "

"Innocent people that were rebels!"

The guard slammed the cell door behind him leaving Irma alone.

Hay Lin was sprawled out on a pile of hay that acted like a bed. The Asian girl moved to position herself so that she could stand. But as she sat up, she fell back onto the hay, crying out in pain.

"Hay Lin!"

Irma scurried over to her friend.

Very softly, almost a whimper, Hay Lin replied, "Yes."

"I'm so sorry." As soon as the words were out, Irma regretted saying them. She had wanted to say something encouraging, to try to give Hay Lin some hope. Instead, she sounded defeatist. She tried again, "Everything will be okay. We'll get out of this somehow." The words had the hollow ring of fiction. "We have to."

* * *

"Quit your damn struggling!" said the guard as he caught Taranee's fist, while his fellow guard held her other arm.

"I say we knock the girl out. She punched me five times!"

The two men exchanged a glance and quickly knocked Taranee out. Binding her hands and feet, gagging and blindfolding her; they seized her by the upper arms and dragged her to the torture chamber that was fifteen paces away.

They stopped by a large wooden door with iron bars. The guard immediately opened it and entered first. It was dark and emanated a strange smell, something like blood, sweat and burned flesh.

The guard lit some lanterns here and there. He could see first a table with hammers, pincers and whips on his left, then a rack in front of him and chains attached to the bloody wall on his right. Still he could feel that only a very little part of the large room was illuminated, the dark hiding who knew how many other torture instruments.

"I must say I never had the honor of meeting a Guardian."

The hooded robed man walked over to his altar, a slab of stone covered with candles; a small brazier rested near the front. With a word he snuffed them all; thirteen steady orange flames in extinguished unison, and a flickering red flame died in the center of the brazier.

He turned toward them and the guards flinched under his shiny eyed stare. "Surely, we can treat our guest better than this? Put her in the chair; after all she must be tired and worn from her time in the dungeons."

"She didn't spend anytime in the dungeons. She attacked Raythor and by his orders we delivered her to you."

"Ah, a cantankerous one at that? This shall be interesting"

The guards strapped her into the chair, binding her arms, wrists, legs, and ankles with its leather straps. "Pretty one," the man murmured, examining her face with enthusiasm and taking her chin in his hand. He could taste her innocence on his tongue as her mocha skin felt smooth to the touch, despite a bruise purpling and raising the side of her cheek where the guard hit her. His finger brushed against the tip of her nose and he chuckled as her nostrils flared. He let her head fall into her neck, lolling to the side with a will of its own.

"Leave us," the hooded robed man ordered.

Obedience and servitude was ingrained deeply in the guards, and with quick bows and cold hearts, they walked out the door without a second glance back.

* * *

Will struggled against the roses constricting her. The petals caressed and tickled her cheeks; thorns pricked and punctured her skin drawing drops of blood. Phobos circled her, his robe billowing around him with every step. He slid a cool finger along her jaw, brushing her red hair chopped in a pixie cut.

"Give in" Phobos whispered, kneeling down till they were eye level, his lips touched the strands of her hair near her ear, as one hand stroked up and down her back. It would have been comforting, if he wasn't her enemy. "I have no intention on hurting you or your friends, all I ask is for the Heart of Kandrakar."

"You're not getting the Heart, Phobos."

Phobos's eyes flashed with anger at her insolent remark; used to getting his way, he backhanded Will across her face. Will stifled a scream and fell sideways losing consciousness. Phobos looked down to admire how red her skin had gotten. He hoped she wouldn't stay unconscious for too long for he had yet to claim her as his property, and as the rules of war says, to the Victor goes the Spoils.

* * *

A hand stroked Taranee's face. With a muffled cry of fear, she jerked her head violently away.

A mocking laugh sounded from just above her. "Awww, too soon? That's okay, I can wait." The words were loaded with insinuation and left no room for doubt; Taranee felt bile rise in her throat. Her heart started to race as the hand touched her again, but it was only to remove the gag from her mouth and the blindfold from her eyes.

Her heart gave a sickening lurch at the sight before her.

The torches did little to permeate the darkness of the large stone room nestled deep under the castle. Most shadows run when light is near, but the shadows of this one room seemed to ignore the light and stayed right where they were, darkening the room to almost unearthly proportions. The only things that obeyed the light were the torture instruments on the wall, the rack, and the tarnished meat hooks that hung from the ceiling.

"How do you like your new home?" asked Arturas , coming out from behind Taranee and stopping in front of her. "Cozy, isn't it?"

Taranee didn't answer. Instead, she kept her eyes on her on the bottom of her orange short sleeve shirt, too afraid to look at this man. Arturas laughed again and Taranee cringed, already hating the sound of that cold, mocking laugh.

A hand reached down and cupped her chin, forcing her gaze upwards. Sharp, piercing red eyes met hers and Taranee swallowed at the disgusting leer that unfurled slowly across a dark brown face.

"You don't like me much, do you?" asked the man quietly, his tone venomous in its softness. When Taranee didn't answer, he grinned. "That's okay, the other men didn't like me much either."

For a moment, Taranee's heart stopped beating and her eyes grew wide. Even though she was sitting down, she felt her legs go weak.

Arturas smiled wolfishly. He licked his lips, enjoying the horror that flickered across Taranee's face. "That's why you're so quiet, isn't it? You're afraid me." The smile on his face grew monstrous. "The other men were afraid of me too, although they screamed a little at first." He ran a thin finger down Taranee's check and smirked nastily. "But they all went quiet in the end."

Without warning, he dropped his hand and spun around, crossing over to the table. He picked up a scalpel and addressed Taranee. "I think I'll leave you in cuts. Think of it as an introduction of what's to come."

As he started to sharpen the finger sized blade, Taranee closed her eyes. She wanted to scream.

"Eyes open," Arturas commanded. Reluctantly she opened them. Taranee sat in silence for several minutes, watching the man rake his eyes over her while he twirled the scalpel deftly in his fingers. There was a horrible, excited expression on Arturas's face and his insidious silence was filled with a meaning that Taranee found both terrifying and repulsive. Finally she could no longer stand it and blurted out, "Why are you doing this?"

The man looked up in surprise. "What do you mean?"

"Why…why hurt people like this?" Taranee ventured, her voice shaky. "All those other men…what you did to them…why?"

"The same reason that anybody does anything," shrugged Arturas. "Because I wanted to."

"You…you wanted to?" Taranee questioned, not understanding his logic.

"Yes." Arturas lowered his scalpel. "I know what you're doing." Arturas said matter of factly. "You're trying to analyze me, but the truth of the matter is there's nothing to analyze. I had a good childhood and a decent education, there's no great trauma in my past…I just like causing pain."

Taranee stared. This man was so coldly sane, so calculating, that the horror of his crimes were all the more terrifying.

"Why would anyone like causing pain?" she asked before she could stop himself. But she was just so stunned, so appalled by this man's admission that she couldn't think clearly.

Arturas smiled. "To someone like you, I'm just a monster, a freak of nature born without a conscience. But you see, here's the funny thing, girly, I'm less of a freak than people realize."

He crossed over to Taranee and crouched down in front of her. "Humans are all about morality and ethics, we learn the difference between right and wrong at an early age. More importantly, they're taught the consequences of doing wrong and that's where people fail to see the truth behind having a conscience; it's not something we're born with, it's something that's morally imposed on us by society. I find it funny that people like me are scorned when we're the only ones being truly honest about our baser instincts. And then Phobos came, such a wise man he is. Me and him walk the same path but in different directions. "

He reached out and caressed Taranee's cheek, enjoying the shudder than ran through her body. "I may be a monster in the eyes of society, but at least I don't lie to myself about my wants."

Taranee's blood turned to ice at the look on Arturas's face and she closed her eyes. Horrible choking fear seared through her. Despite her best efforts, her mind started to fill with thoughts of what this man was going to do to her and she could feel burning behind her eyelids. Hurriedly, she scrunched them tightly so that this man would not see her cry.

Arturas laughed his horrible laugh.

Evil oozed from every word he spoke and it was too much for Taranee, she couldn't stop the tears from spilling out. This man was disgusting and depraved and she was terrified.

"Stop it," she whispered.

"Why?"

"Because you're a coward. You hurt other people just for your amusement!" said Taranee finally. A vicious back-hand to her face quickly put an end to her bravery. She trembled in slight fear, tasting the salty metallic tang of blood in her mouth.

"Don't you ever speak to me like that again, or I will make you very sorry, do you understand?" growled Arturas, his voice low and frighteningly dangerous.

Taranee didn't respond this time. Fear throbbed in her, like she had grown several dozen extra hearts that were beating madly. Try as she might, the cell nulled her telepathy and without Will her power over fire was greatly reduced.

"Good girl," Arturas sneered, mock-patting her on the head, taking her silence as submission.

Shaking with fear, shock and revulsion, Taranee closed her eyes. They were burning hotly once more and she gave an angry, choked sob. Why was she crying? Why couldn't she make them stop? Why the hell was she being such a coward? Wasn't it bad enough she was in this situation with having the added embarrassment of behaving like a child?

_You wuss!_ she berated herself, trying desperately to regain some semblance of control, but she had never felt so ashamed, angry or terrified in her life.

* * *

"O.K, I know I'm the Earth Guardian, but mud and me don't mix."

Cornelia looked down at the bottom of her skirt caked with wet dirt. She, Caleb and Blunk landed in a swamp; Caleb's height allowed him to see exactly where they were.

The castle loomed over the horizon with fog rising from the riverbank below; visible even in the night, it stood against the heavens in all its stony magnificence. Myriad spires pierced the sky, jutting into it like swords; towering over the maze like village streets, watching over it with stained glass windows that gave off a blue glow everywhere they looked.

A once beautiful Kingdom now a greed obsessed dystopia caused by one man; serving as testament to Phobos's power.

Caleb briefly looked up when lightening cracked across the clouds converging around the tallest spires, slowly circling them like preying sharks around a school of fish. Thunder rumbled in objection in to the light and a punitive torrent of rain fell from the sky, pummeling everything it had landed upon. A loud _sh-h-h-h_ whispered from the rainfall, as if telling everyone and everything to stay indoors and to keep quiet, to escape the storm's castigation.

"There's the castle front gate" He pointed at the uphill path leading to the castle.

"I can see that but we can't just walk in."

"Or maybe we can. I'm in Cedric's body. If they see me with you and Blunk they'll assume that I'm bringing the two of you to Phobos."

"And you can also bring us to Elyon!"

"There's no time. If we don't find Cedric, I'll be stuck in his body forever."

"Elyon has been my best friend for twelve years and because of Will and the others, I lost her to her Phobos and Cedric. This our chance to tell her the truth!"

"Cornelia, listen to me! The last time you saw her, she imprisoned you in a bubble!"

"Because of the Mogriffs!"

"And because you went to Meridian by yourself!"

Cornelia fell silent, swallowing her words to refute what he said; but Caleb was right. That mistake would always haunt her, she put herself and her friends in danger all for Elyon who shunned her. Caleb saw the effects of his words and softened his voice.

"Elyon is my friend too, but she's also the rightful heir to the Meridian throne; the reason we're fighting Phobos. I can't give orders to my men trapped in Cedric's body. We can still save her, just not today."

"Then when?," Cornelia closed her eyes and hugged herself to keep warm from the night chill.

"SSSoon. I promise."

Blunk peered through the tall reeds of the swamp. He brought his treasure bag with him to 'borrow' more castle goods; castle goods always sold well. He spied one guard talking to another guard with the one guard leaving and the other one taking his place. Backing away to tell Caleb and Cornelia, his foot stepped on a branch alerting the guard of a trespasser.

"Halt! Who goes …Lord Cedric!"

The guard bowed in fear and out of respect for the serpent lord who slithered towards him.

"L-Lord Cedric…I-I heard a noise and went to find the source of it."

"You abandoned your possst." Caleb flicked his tongue, daunting the guard who was sweating profusely.

"No! My Lord I didn't!"

Cornelia hung her head and looked down, pretending to be sad and miserable while Blunk clung to her leg, hiding behind it because Caleb was a very convincing Cedric.

"Never mind that! You are relieved from duty, after you open the gate. If anyone else says otherwissse. Tell them to speak to me, persssonally."

"Y-Y-Yes My Lord. Open the gate!"

The sound of the gate unlatching reverberated in the air as the 30-foot tall gate creaked open. Cornelia was about to back away when Cedric pushed her inside with his tail.

"Don't be difficult, guardian or you will sssuffer the consequences."

Staying in the role of defeated enemies, Cornelia and Blunk entered the castle; torches lit the inner hallways where sunlight never reached, not even in the on the brightest days of summer. Now, in the middle of winter, the castle's darkness was accompanied by the cold.

"Blunk smell girls and Caleb. Girls and Caleb went there" He pointed to the path leading to the courtyard.

Caleb involuntarily inhaled their scent. He smelled five different scents at once, and he was able to pick out which scent belonged to who; Will smelled like soap, Irma smelled like apples and cinnamon, Taranee smelled like lavender and Hay Lin smelled like oranges, each scent perfectly suiting their personalities. And last was his body; an earthy, herbal masculine scent from a body wash he used; a gift given to him from Cornelia who told him to use it for his B.O.

"I can smell them too." Caleb flicked his tongue taking in the scents again. The scents gave him an odd kind of hyper feeling in his body. If he could smell them this clearly, then they weren't too far. "Why do I smell like blood?!"

"T.M.I." Cornelia made a face at the mention of the word 'blood'.

"T.M.I?" The teenagers of Earth way of talking still confused him, especially how they abbreviated and used slang for everything.

"Too much information. And you were having way too much fun back there."

"I told you they would let us in if I acted like him."

"Er, newsflash, Cedric doesn't hiss that much!"

"I'm not doing it on purpose. It just comes out!"

Caleb, Cornelia, and Blunk entered the courtyard. The signs of battle were all around them and the heavy feel of magic was in the air.

"Where do you think Cedric and the others are?"

"Shh, keep your voice down."

"Why?" asked Cornelia. "We aren't in any danger."

_She had to say it_

"The murmerers could be listening."

"What murmerers? Blunk no understand "

"Phobos's spies."

"Blunk quiet. Murmerers no hear Blunk. Hmm…pretty red fruit smells good. "

"Wha..Blunk don't touch that!"

Blunk plucked a strange fruit from a nearby tree and the ground started to shake.

"What's going on?!" Cornelia grabbed onto Caleb's arm for support.

"Blunk! Blunk grabbed the fruit of a Clewore tree!"

"What's a Clewore tree?!"

"A carnivorous tree. It uses it fruit to lure in prey and when it does, it eats them."

Green smooth vines reached up and ensnared the passling, lifting him up to frightening heights.

Caleb rushed the plant and was met with a frenzy of vines. He grabbed them and with a mighty yank tore them in half, making the growing plant shrill in pain. He was so focused on freeing Blunk that he didn't notice more vines sprouting to life. The vines lashed out and wrapped around his waist; Caleb grabbed a handful and began tearing them apart with his super strength. At the same time, more vines coiled his arms and pulled them behind his back. Cedric hissed and snarled as he was forcibly restrained.

Cornelia took control of the earth; as her magic made contact the vines, she saw that the tree had many energy lines that stretched out in different directions beneath the loamy soil.

As she did so, a voice she did not recognize spoke:

_"Embrace the power. Become what you are meant to be."_

Worried that an enemy was behind her, she turned around, but before she could ask 'Who's there?', a change came over her, making the last of her magic, weak as it was, disappear. Her eyes were now a ghostly blue.

"Praeses. Agra. Diva"

The words spilled from Cornelia's lips as her hands danced to a tuneless rhythm, causing all the surrounding plant life to wilt away. Rocks, pebbles, and stones began to twirl around her body. The hard earth bits formed a grey tornado of razor sharp shards. Cornelia threw her arms out and the stone shards dismembered from its tornado, but remade itself into a viscous current of sharpened earth fragments that impaled the tree bark and shredded the vines holding her friends captive.

"Aagh!"

Blunk fell from the air to land on a large leaf that germinated from the ground to break his fall.

Cornelia dropped her hands and relaxed her arms. The coursing power had cratered; she tried to capture as much air as she could let in, but she was winded.

Caleb removed the last of the dead vines from his body. Something wasn't right and he saw it in the way Cornelia stood.

"Cornelia?"

"I'm fine," she answered, knowing the question that was about to come.

"You don't look fine to me."

Caleb could see she was lying; she was losing color, save for a dark red flush across her cheeks. Cornelia looked into Caleb's eyes and forced herself to look healthy, but swayed from side to side, only to be caught by Caleb.

"Cornelia? Cornelia?!" Caleb called anxiously, shaking her shoulders slightly. He put his hand on her forehead only to jerk it away immediately. He frowned, "She's burning up." He carefully picked her up and cradled her in his arms protectively. He heard a pair of footsteps heading towards them and looked down to see a wide-eyed Blunk standing next to him.

Cornelia was shivering as he held her and Caleb could feel the hotness of her entire body in heavy waves. He pushed some of the blonde colored hair that was plastered to her face with sweat behind her ears and gently caressed her hot cheek in his cool palm. He noticed that she sighed and leaned her face into his hand, taking comfort in his touch. His heart warmed at the thought that he was soothing her just by holding her.

"We can't stay here," he said finally.

"Blunk agrees. We run."

"No, we continue with the plan! We can't do this by running away."

Caleb looked at the door on the far side of the courtyard leading to the main hall.

"Come on, Cornelia. Stay strong."

Caleb scooped her up and carried her inside the castle with Blunk in tow, leaving the only place on the castle grounds that held any real beauty.

* * *

The dungeon cell was large enough for Irma and Hay Lin to lie down and was about twice as long. The only things of interest were a pile hay acting like a bed and bucket acting like a toilet located in the corner. Irma sat silently as time ticked away, ruminating on her current situation. She was stuck in a cell and it didn't inspire happy thoughts; Cornelia was still on Earth, Taranee was taken from them, and Will was dead.

"This isn't working" Having recovered from her stomach pain, Hay Lin blew against the iron bars in attempt to freeze them, but all she managed was a thin layer of frost.

"At least you're making progress. The most I can do is make a tiny puddle". Irma flicked her wrist, and a puddle of water leaked through the cobblestone floor around her feet. "I can't even make a splash if I wanted to."

"I got it!," said Hay Lin said with such excitement that she was practically jumping up and down on the spot. "I can go invisible and you can use your mental suggestion on the guards for us to escape. When the guard walks past, he's going to see one girl instead of two. When he comes near to investigate, we'll take him by surprise!"

"Works for me" said Irma. She dusted of her jeans. "But how are we going to get his attention? We can't just sit here and wait."

"Leave it to me"

"Guards! Guards! Guards! Help!" screamed Hay Lin. Hopping from her right foot to her left to her right and back again she gestured for Irma to do the same. Hay Lin heard the sound of feet pounding against the floor in their direction.

The cell door swung open and a hunchbacked guard stepped in.

"I've been hearing noise from this cell. "What's going on?!"

Irma scratched her arms. "There's an infestation of bugs here and they bit my leg. Can you transfer me to another cell?"

The guard let out a wheezy laugh. "Of course." And perhaps you would like some tea with milk and sugar as well?" he asked in a falsely concerned voice. The guard starting laughing, but then stopped mid-laugh. He narrowed his eyes. "Hey, wait a minute. There were two of you. Where's the other girl?!"

Hay Lin jumped forward and slammed the bucket over the guard's head knocking him to the ground. She searched the guard's burly body for the keys to their cuffs. Hay Lin was on edge; her hands were beginning to shake, as she pulled out a hefty of ring of keys.

"Why are there so many keys?!"

"Wonder about that later!"

Hay Lin and Irma tried various keys in their restraints; inserting and twisting until their cuffs clinked open and fell to the floor.

"Wasn't there a second part to this plan?" said Irma, running around the guard's burly body which took up most of the doorway.

"I really did feel something crawl up my leg," argued Hay Lin.

Hay Lin and Irma dashed down the hall right into the arms of another guard. His hands latched harshly around her upper arms as he shoved Irma into the wall. Hay Lin still invisible jumped on his back, jerking him away from her and savagely bit his ear. The guard howled in pain, as Hay Lin began to tear a piece off.

The guard crashed from wall to wall, knocking Hay Lin off who turned invisible when she hit the floor. Irma swung her arm as hard as she could in an uppercut. He blocked it and grabbed her wrist, twisting it behind her back.

"You little bitch," he spat. In any other situation, she might have found it in her to make a verbal comeback, but not with what she was dealing with; five more guards hearing the commotion came around the corner to join the party.

* * *

Arturas took the scalpel and began cutting her right thigh, causing Taranee to scream. She tried desperately to pull away, but the straps held her still. As he finished, Arturas begin licking the blood that was pouring from the girl's sliced up thigh, tracing the wound with his tongue.

"Please stop!" She pleaded in sobs. "Please! Stop! Just stop!"

Arturas rolled her eyes at the girl's pathetic attempt for mercy. _It's about time I finally broke her._ Arturas thought as he smirked, enjoying her pain and getting turned on by the girl's suffering; tracing her tears with his knife, grazing the skin from her eye to her chin.

"Such unusual clothes you have. Perhaps, I should remove them."

Arturas ripped her shirt from her body and stared at it for a moment before tossing the ruined garment to floor.

He gently stroked her chest for as long as a minute. Then he took her left nipple into his fanged mouth as he begin licking and sucking on it, pinching and twisting the tiny right nipple with a free hand. Taranee fought against her restraints as she cried. Arturas then switched sides as he started licking and sucking on the girl's tiny right nipple while pinching and twisting the tiny left one.

_This can't be happening! This can't be happening!_

A blush crept across her face and a low moan shamefully left her lips.

When he got the reaction he wanted, Arturas finally stopped. The cat o nine tails was calling him and its been a while since he last used it.

* * *

Will opened her eyes, she found herself looking up at what looked like the top of a four corner poster bed. Shifting around, she found herself surrounded on all sides by fluffy pillows and covered by a warm, thick, heavy blanket. She put her hands up and behind her and was surprised to feel how deep they sank into the bed itself.

"So soft, where am I?"

When she finally managed to prop herself up, she jumped in surprised, a small scream escaping her lips.

"Aagh! W-W-Where are my clothes?!"

Will was dressed in a simple silky spaghetti strap black nightgown that stopped at her upper thighs, leaving nothing to the imagination. She brought the blankets closer to her to preserve her modesty, raking her mind for how she got there. All she remembered was taking the hit meant for Irma and being kissed by Phobos. Will wiped her mouth, eager to get rid of any trace of him off her body. She huffed out a sigh and rubbed her hands over her face. She might as well admit it, she sucked as a leader. She should have seen through the trick, but instead she walked into a trap.

Will summoned the heart. What used to be a jewel radiating pink light was now a lifeless glass orb. Calling it back, she looked around the room she was in. Moonlight spilled gently through the tall, wide windows that flanked the bed. The heavy draperies that covered the tall glass arched windows were black and red, matching the sheets of silk that hung around the room and the carpets. Only the dresser, armoire and chandelier were separate from the gloomy inky décor, all being trimmed in gold. Halfway in the room, two chairs sat at the head and foot of a dinner table loaded with food. Will's stomach grumbled as she caught a whiff.

Ignoring any ideas of danger that come with waking up in a strange room and finding a full course meal laid out. Will sat down on a conveniently placed chair and sniffed each plate before she took a bite of the roasted chicken leg; feeling almost blissful at the rich taste that flavored her mouth. Swallowing, she reached for three pieces of toast with jam and quickly devoured them, washing the thin slices of bread down with a cup of water.

The door to her room opened, ripping Will from her conversation. Phobos strode in, Will tried to read his face, but his expression was unreadable.

"I see that you have eaten."

"Let me and my friends go, Phobos!"

Phobos chuckled "And why would I do that?" He sat down across from her and plucked a strawberry from the bowl between them, holding it idly in front of him; rolling it between his index finger and thumb before sucking it slowly into his mouth. He rolled the fruit around in his mouth as he stared at her. "I see that your friends mean a great deal of importance to you. Therefore, I will make you a deal. The Heart of Kandrakar in exchange for you and your friends release."

Will stood up angrily and backed towards the bed. Phobos smiled. That was a bad move on her part.

"What part of 'N.O' don't you understand!?" asked Will rhetorically.

"Then you leave me no choice!" said Phobos rising from his chair. Telekinetically pushing her back on the bed, he snapped his fingers and chains emerged from out of thin air. Her arms were tightly bounded with glowing purple chains above her head while her legs were bent slightly back and bounded to the foot of the bottom bedposts.

His smirk grew more prominent at the sight of his prisoner's futile struggle to summon her magic to free herself.

"Do not waste your time, guardian. The chains that bind you are made of magic sealing ore preventing you from escaping."

Will struggled vainly to get her arms that were bound above her head free. She glared darkly at her captor. She debated with herself as to which was the better option. Breaking both wrists in order to get free or dislocating one to do the same. Both option promised pain for her, and she wasn't truly looking forward to that.

Will was in fear at what he was about to do. Phobos stood at the foot of the bed removing his robe. With cat like grace he crawled on the bed towards her, his legs nestled between hers and his hands flowed over her curves, making her shudder. Phobos smirked. His touches were having the desired effect, "My beautiful guardian". Forcing his lips on hers, his tongue slipped inside her mouth, enjoying her squeals and shifting body while he explored her wet cavern.

A fierce gleam invaded her eyes and she savagely bit down on his tongue. Phobos drew back, breaking the kiss. The more she fought to resist him, the more he got turned on.

He deftly reached under her gown to squeeze her breasts. Will squeezed her eyes shut. She felt nothing but pleasure mixed with disgust at his unwanted advances. She was a virgin, and no one had ever touched her that way. It took all her energy to stop herself from moaning at his touches that were making her feel more helpless and humiliated.

She felt him shift; settling his head between her legs, Phobos licked her smooth outer-lips of her womanhood; from her from clit to her hole before going back to sucking on her clit again.

"Aaagh...Noooo...S-S-S-Stop."

Despite her continuous pleas; he kept on sucking and swirling his tongue inside her cunt, lapping up her juices as fast as it came out, committing her taste to memory. Will's mind was reeling; soon she felt his fingers joining in. Feeling Will's walls begin to tighten around his fingers, he sucked and swirled his tongue around while pumping his fingers as fast as he could. With one last flick of his tongue, Phobos felt Will's walls constrict tightly around his fingers as her whole body shuddered from the sheer pleasure that she had just experienced.

"P-P-Please!, N-N-No more!" Will stammered out.

"Then surrender the hearts; the Heart of Kandrakar and your own! Let me love you Will!" he hissed. Phobos trailed down her thigh to lick and nibble with each growl. "Be my queen and together we can rule Meridian and the other worlds!"

"No, you sick bastard!" Will screamed.

"Is that anyway to talk to your King?!"

Phobos leaned over her body so his chest was resting on hers, his hard erection poking at her entrance. Panicking at the strange feeling, her hips jerked as she tried to pull herself out of his grasp but his hands held firm. He grinned and pushed himself inside further, not taking the time to wait for her to get used to the feeling before pulling out and pressing back in. Will screamed as he forcefully thrusted inside. Phobos felt her hymen tear to fit him; her blood held a gentle musk, a spicy sweet scent that got stronger as he plunged into her velvety softness. A low groan left his lips at the heat encasing him. "Aaah…" The young prince sighed as he closed his eyes, enjoying the tight flesh.

"Grrh… Phobos!"

"Yesss"

He rammed into her with more force, pulling his cock out and burying it back in. The way Will said his name almost sent a shiver down his spine. Thrusting into her with wild abandon; Will was beyond the ability to think coherently. Waves of pleasure rocked her body after the initial pain, and her pants of bliss were getting louder and louder. Phobos watched the waves of pleasure work across her face until he decided to change pace and angle. Will's eyes snapped opened, glowing pink. Phobos was too busy plunging into her, that he failed to notice that the cuffs around her hands and feet were melting and sliding off her skin.

I'm free!

Swinging her arm up and backwards, Will's elbow connected with his nose. She heard a sickening crack as it connected with his face. Phobos lost his hold on her completely, clutching at his nose as blood ran between his fingers and onto his wrists.

How dare she!

"Impudent bitch!"

Will kicked him hard in the chest, sending him rolling backwards of the bed.

"I could kill you."

The girl's angry voice cut through his thoughts like a knife through butter.

Her voice was choked with emotion. Hate. He knew the feeling. How looking at people so repulsive and disgusting almost made him lose his ability to speak, to do anything but smash their heads in. He knew that feeling, the pervasive power of it.

That's her right now.

"But that would make me no better than you. Monsters. And once I start…" she clenched her fist a few times and took a deep breath. "No. No, I won't kill you."

Phobos could have laughed. Kill him?, he thought incredulously. He'd have the tracker hunt her down; bring her back to the castle and force her to give him the heart. Will's very next words put a halt to his evil thoughts.

"I'll just make it so you never hurt anyone. Ever. Again."

"What?!"

Will started concentrating her magic into a ball in front of her. Lines of magic flowing from her body, fed the bright pink sphere in front of her. Will released the sphere and it shot at a blinding rate at Phobos. Phobos had no time to move, so he hoped his shadow barrier would work. The sphere was almost like a comet as it rocketed at the sorcerer. Phobos fortified his barrier just as it hit. Bright, pink light permeated the room; the explosion knocked Phobos off his feet and shattered his barrier. Electricity hit Phobos in the chest and threw him back to the opposite wall. He felt several ribs shatter, and his head hit the back wall so hard he thought he'd been bludgeoned with a hammer.

"Quintessance!" Will screamed. The entire room was covered in a blinding white light. Phobos pulled himself off the ground and looked at Will in a fearful wonder. All the magic that he had absorbed was used up by fighting the guardians in his throne room, summoning a nightmare wraith, using a healing spell, and summoning restraints to bind the guardian leader for his pleasure. Just as he was about to say something, a volley of the same white spheres were hurled towards him. Phobos covered his head with his arm but to no avail. The first one to hit sent an extreme shock of pain up his arm. His right side felt like fire was flowing through it. A few more hit, and then more. Phobos laid on the ground a near lifeless rag doll. His body was burned and bloody, his jaw was twitching, and a large cut on his head oozed blood.

Will glared hatefully at him. She didn't willingly give him the heart, but he forcefully took something else from her, something she couldn't get back. She hurried over and gave the door knob a turn, but of course the door was locked. Just as she made perfect contact to the handle, something jolted through her, shooting up her arm and into her chest. Her arm went automatically numb, and a violent shake ruptured throughout her body, making her body contract and tremor.

And just as quickly as it happened, the feeling faded, and Will was left standing, still grasping the door knob. Reacting as if she had touched a hot stove, she jerked her hand back and cradled her hand. Nothing looked wrong, but Will knew she could not just have imagined the stinging pain. Opening and closing her hand three times, Will grimly noted that everything seemed right, but the cringing feeling in the back off her mind told her everything was not.

* * *

**A/N- Tests, Midterms, Finals, and a personal problem were taking up a lot of my time. But the good news is the tests, midterms and finals are over, but the personal problem is still there. I apologize for the late update.**

**I forgot to put this in the other chapters. But this is to clear up some confusion. I love both the comic and cartoon, so I am fusing them both in my story. I felt that the guardians were stronger in the comics, Phobos was more deranged and Will was more impulsive and insecure. In the cartoon, Cornelia was snobbier and that Elyon was a super needy ditz compared to their comic counterparts. Does anyone else agree?**

**Taranee as a whole is overshadowed compared to the other guardians, so I wrote a lot about her in this chapter and the last two or three chapters. She's my third favorite behind Irma and Will. Don't worry the story will center on Will.**

**Now, In season 1 episode 4-Happy Birthday Will, Phobos makes a comment that Elyon wasn't named before she was taken to Earth. Phobos is a Greek name and it means fear; keeping with the Greek thing I put Helen as her original name. It means 'light' and she's known as the 'Light of Meridian' in the comics, but we all know her as Elyon.**

**In the comics, the murmurers were basically plant people that could walk and talk. They were Phobos's spies; what they saw, he saw and what they heard, he heard. The cartoon version has them as whisperers- regular flowers with tiny people coming out of them, pointing and whispering. Kinda the same thing, but for the story I stuck to the comic version. But to get a better picture, you can Google it.**

**Did anyone notice in season 1 episode 1-It Begins and Resumes, Phobos sensed the Heart of Kandrakar right away when Cornelia, Hay Lin, Taranee, and Irma entered his castle to rescue Will, but in season 1 episode 17-The Mogriffs, Phobos didn't sense it on Cornelia who took it from Will and when the girls were not transforming, that's when he realized they didn't have the heart?**

**Read and review, and no flames please.**


	9. Chapter 9

**I do not own W.i.t.c.h and I make no profit from my fanfics.**

**I do not own any characters.**

**I know the punctuation/ grammar is not perfect…but, I'm trying. **

**Warning- This chapter is M for mature. It contains strong violence. If you don't like, don't read**

* * *

Cedric shivered. He cupped his hands and blew on his fingers to warm them, his teeth dangerously close to chattering. He was drenched completely in icy water and his stomach was churning as though he were clothes being washed in a river. He drew his fingers back through his hair; walking ungainly to the dais of Phobos throne. He didn't get sick often, but he remembered the one time he came down with a fever. It had been the most miserable time of his life. He spent five days deviating between sleeping, trying to eat, and vomiting. In the castle, there were cool linen cloths and various medicinal remedies for his problem, one of which was a steaming pot of red tongueberry tea.

"This is not a day I would like to repeat."

His bedchamber was on the third level in the right wing of the castle, but he could not openly travel the castle halls without risk of attack. The castle of Meridian was built with many secret passages in order for the Royal Family to escape should an emergency occur to endanger their lives, but they were used more to sneak around than anything else. A few passageways could be accessed with a pull of a lever, a key, or a push of a brick while others required a verbal phrase.

"Lest by eyes be hidden, reveal thyself"

The stairs collapsed, revealing a tunnel descending into darkness underneath Phobos's throne. Winding down the stairs, he focused on each individual step as nausea swelled up like a great flower, blooming in his stomach, and he clamped his teeth together with a groan to stop from vomiting. Once inside the passageway, he heard a low rumble and turned to watch as the stairs moved back into place. This would ensure that no one would follow him.

Cedric's head was starting to spin;. He pressed his hand over his mouth, squeezing his eyes closed.

_This will pass; I only need to make it back to my chamber._

Cedric wrenched his hand away from his mouth, bending over to gag and retch. There was nothing in his stomach, but the dry heaves sent pain up his body. The more pain there was, the more nausea there was, and he barely had time to catch his breath in between retching. His eyes stung and there were tears forming rivulets down his cheeks. Perspiration matted his hair to his cheek and glued his shirt to his back, which was weighed down by his coat. He pressed his hand against the smooth wall, trying to prop himself up. He felt weak and defenseless; he hated the feeling for he was Phobos's right hand, and a hand should be as strong as its master. His arm shook as he tried to give himself a crutch to lean on and he bit his tongue against the whimper that wanted to escape.

_The apple doesn't fall far from the tree; or should I say like creator, like creation._

They would never admit it, but Phobos and Caleb were similar in many ways; both were capable leaders and could inspire people with their words, but at times they lacked hindsight. There was a time when Phobos would listen to Cedric on matters concerning the kingdom, but as his power grew, so too did his arrogance.

_Flashback_

The stars glimmered faintly in the dark, shimmering as diamonds through the slender fingers of the night sky. A full-bellied moon glowed white, casting its thin rays over the sleepy village encircled within its depths. There were few people left on the cobbled streets now, all the just, docile villagers having returned indoors at the birth of nightfall. The few who were still fumbling about were of the dirtier natures of man's soul: the drunks who still clutched the bottle, the petty thieves with darting eyes, and the mendicants who had nothing but their name. In the quiet of the night, the castle breathed life with the cool exhalation of the wind.

Cedric stood in silence as he watched the young murmurer being created, his blue eyes focusing on the white blue lily that was slowly transforming into a childlike body with green skin, lighter green streaks and a pair of hypnotic green eyes. Phobos stood back, his fingers was cramped from long hours of labor; a satisfied grin crept over his face. To someone else, this was an abomination, a mockery of nature. But to Phobos, this was only a spectacular imitation of life.

The murmurer stared back at Phobos with eyes that gave the impression of seeing, even though no life was yet breathed into it. Its skin seemed to have a protective quality about it, yet it had the texture of a flower petal; soft, silky and delicate.

"My lord, forgive the intrusion, but perhaps it is time for you to rest. The creation of murmurers consumes a lot of your vitality; and I cannot bear to see you collapse from exhaustion."

Phobos chuckled at his long time servant's comment. "Your concern is touching Lord Cedric, but you forget that I have just begun and that this is just a small ounce of my power."

Only the body was made. Now the final step had to be taken. It was time to give it a mind.

The spell Phobos was about to perform was dangerous for it took a vital amount of life-force from the spellcaster to imbue life onto the inanimate. He knew that once cast, the spell would either work, or cause his murmurer to melt or explode in a shower of green sludge like his previous attempts, for the spell deemed the recipient and the giver's life-force incompatible. Taking a deep breath to steady himself, he started to chant:

Mes Vidio Juctus Inviadi Somiciev

Magistra En Animus Nomine Corpus Venera

Keter Nescarent Et Contra

For five minutes nothing happened. Just as their expectation dithered, a golden light swathed Phobos and the murmurer. Cedric blinked in incredulity.

_By the gods it worked! _

The light died out, leaving Phobos slightly weakened, panting for breath. Once again, Phobos proved his mastery over sorcery. He looked the same save for a grey streak that ran through his hair; nothing that couldn't be fixed by absorbing someone else's life- force.

With a critical eye, Cedric approached his prince, handing him a goblet full of wine, which Phobos took readily.

"With all due respect, my liege, but won't the murmurer draw unnecessary attention by his conspicuous appearance?"

Phobos swallowed the sweet dry drink and nodded in agreement, "Yes, if he is to walk among the people of Meridian he needs to adopt a more suitable form."

With a series of swishes, flicks and flourishes from his hand, four sigils appeared and surrounded the murmurer on the altar. The mumurer's eyes rolled in the back of his head; arching his back upwards and opening his mouth as if to scream as he levitated in the air. The sigils throbbing with arcane power began to spin around him, generating purple rays of light that enveloped his childlike body, altering his form to that of a young man. The murmurer's green skin was now a human tan and the long locks of hair that he inherited from his maker changed to shaggy short brown hair that stopped at his chin.

Seconds after floating back down on the marble slab in the middle of the room, the murmurer stirred, moving a hand in plain sight, turning its head from side to side as to shake off a bad dream. Bolting upright, he looked around wildly, taking in his surroundings and trying to make sense of what he saw.

"My prince, are you certain…"

Cedric whispered, but Phobos held up a long-fingered hand to silence him.

The murmurur snapped his head in their direction, looking at them with such intensity that made Cedric wonder if he was about to attack them. Phobos opened his mouth to speak, but before he said anything, he hesitated. What was he to say? What could he say to the creature that, for all intents and purposes, was his son? Finally, the murmurer spoke.

"Who are you?"

When Phobos and Cedric did not respond, the murmurer repeated his question.

Shaking off his amazement, Phobos regained his confidence. "I am Prince Phobos and this is Lord Cedric." He gestured to the man standing behind him.

The murmurer's eyes drifted to Cedric's face before turning his attention back to Phobos. "I am by all accounts, your creator. In this room, I created you. Here in this room I breathed life into you." The murmurer's expression turned from one of intensity to one of peace. He listened to the prince's words and somehow his words were heartwarming. After a minute of silence, Phobos spoke once more.

"I think that it is appropriate for him to have a name. Do you not agree, Cedric?" asked Phobos.

Cedric smiled. "I believe so, sire."

Phobos glanced over at his loyal supporter. "So what shall we name our newest murmurer and what shall be his task?"

"Caleb." Cedric said after a moment. "A warrior's name."

Phobos nodded. "Excellent. As my leading warrior, I'll leave him for you to train. I trust that you will not break this one?"

Cedric bowed. "As you wish, my prince."

"Good. I'll leave you to your work."

Cedric walked forward to Caleb who watched him with curious and hesitant eyes. He offered his hand to him in a show of trust, waiting for him to take it.

"Come with me, Caleb. We must begin your training." said Cedric in a gentle tone.

Caleb looked at the hand unsure of what to do, then at Phobos for guidance or approval. Phobos nodded and motioned for him to take his hand.

"Training?"

"Yes, you are a warrior and warriors need to be strong."

Caleb placed his hand in his and they walked out of Phobos's ritual chamber. Caleb turned to look back at Phobos who smiled. "I will see you when your training is over."

* * *

Cedric and Caleb strode through the torch lit halls. Banners of red and black hung from the vaulted ceiling, proclaiming Phobos's symbol to all. Guards stood sentry at every door, inclining their heads when Cedric walked pass.

Caleb would stop ever so often to look around; enter rooms if Cedric did not stop him, or ask questions, slowly driving Cedric mad. For someone beginning their first steps of life, Caleb talked too much. Cedric wasn't what most people would call social, preferring to spend his time alone. He served his prince dutifully and that was all that mattered.

"We have arrived."

The training hall was a huge rectangular space, lined with stone arches, balconies running on the walls above looking down onto a shining black floor. Blades and knives and swords lined up the wall on the left, bows and arrows of all sorts lined up the wall on the right, and whips, lances, halberds and poleaxes, were hung up on the back wall. This was where the elite soldiers trained and it rang with the sounds of battle.

Three men surrounded around a lone man. All four carried wooden swords that substituted for live steel blades. The first ran with his sword with the blade overhand, his face obscured by his helmet. He drove in with an overhead strike that never landed, his blade swept away by the fourth's own, a parry that turned into a counter attack, slamming the man backwards with its force.

The third held his blade low, the sword shaft thrusting down towards the floor. He charged and let loose a sweeping torso-strike, slashing at the fifth's chest. He melted out of the way, letting the wood go past with a whop of disturbed air, then spun and backhanded his blade into the side of the man's head with a crash. The third man dropped, stunned by the impact, but the fourth paid him no further heed. He was already moving to meet the last threat.

The second, who had yet to be hit, stepped into the fourth's attack. He swatted away his blade as he closed in; using his free hand to shove him off-balance, he kicked his legs out from underneath him, putting him on the floor.

Caleb took a step back, only for Cedric to hold him by his arm. "There is nothing to fear Caleb, for this is your destiny."

* * *

Training was brutal. That was the first thought that entered Caleb's mind as he regained consciousness, before he even had the chance to raise his eyelids. Every nerve in his body screamed in agony, a consequence of the merciless Meridian combat that Cedric was more than happy to instruct him in. His entire left arm felt as if it had been shattered into a million pieces, and he could already feel lumps and bruises forming on his abdomen as a result of Lord Cedric's well-placed blows; though he was not as large as the soldiers, he was deadly.

"Caleb" A voice floated from just above his closed eyelids. Caleb flinched as his hearing was the first to recover from unconsciousness. "Caleb, I order you to wake up," he opened his eyes to see Lord Cedric's face.

"It may do you well to remember that you are not supposed to drop your sword when you are in a duel."

"I apologize, my lord" Caleb groaned, sitting up and pulling off his thick and stuffy helmet. "I need more practice."

"Obviously," said Cedric, his stern eyes falling on him. "I've seen children who fight better than you."

Caleb opened his mouth to respond, but decided against it, instead shrugging his sore shoulders. "Swordsmanship is definitely not my strength," he said.

"No, but it is expected." Cedric snapped his fingers, calling forth a sentry who took their swords. "How is your arm?" he asked. "I hit you fairly hard when we were dueling."

"I'm fine, my lord" said Caleb. He unlaced his leather bracers and frowned when he saw the dark, expansive bruising behind the numerous lacerations on his forearm; wincing as he moved his throbbing shoulder.

"You need a healer."

"You said a warrior's injuries help him learn from his mistakes."

"So you rather risk infection than be treated?" said Cedric, arching an eyebrow.

"No!"

"No?"

"No, my lord."

Caleb swallowed visibly and he could have sworn he saw a minute quirk of Cedric's lips. "You look uncertain. Since you believe you do not need a healer, we will continue. This time we will practice unarmed combat. I want you to hit me; a perfectly placed strike will improve your chances of victory. A warrior cannot rely on blade alone."

"Yes, my lord."

Caleb mentally groaned. If he couldn't best Cedric with a sword, how can he best him by hand?

He swung, aiming for Cedric's face, only for Cedric to catch his fist and twisted his arm, forcing his body to turn around as well. "Is this how you will fight when your life is truly in danger?" Cedric sneered, before shoving him, sending him falling flat on his face.

"Perhaps I was wrong to deem you a warrior!"

Closing the distance between them, he kicked Caleb in the ribs causing him to roll onto his back.

"Feeble!"

Another kick hit him square in the face, making his nose bleed. "Aaagh!" Caleb screamed in pain only for Cedric's booted foot to stomp down on his outstretched hand.

"_I trust you will not break this one."_

Phobos's words floated back to him and he ceased attacking him.

"Let me see your fingers." Cedric stood over him, pointing to the hand he had stepped on. Caleb showed him his hand, while cupping his nose with his other hand. Cedric knelt down to inspect it. "No signs of breakage or fracture. Good. We will do this every day of the week. Training will be hard, but effective."

And with having heard those words, Caleb lost consciousness.

_Six months later_

"Again." Cedric's voice commanded, watching as Caleb swung his sword, the blade landing in the center of the training dummy's chest. He nodded approvingly. Caleb's body had matured to an above average fighter. He was now 5'8, and 185 pounds with a body built up of lean muscles that were earned through his daily vigorous training. He was tough enough to take damage, and tough enough to dish it out.

"Show me how far you have progressed," said Cedric as Caleb stood before him, looking straight ahead as was proper. "Yes, My Lord," Caleb dropped down and began doing push-ups; counting until he reached a number that Cedric was satisfied with. "Rise!" Cedric commanded, and Caleb stood up. He had been doing this for so long now it was almost second nature. "Sword swings!" Caleb's breathing began to get heavy as he lifted his right hand to wield his sword. It was a magnificent sword, notably narrower than the more conventional longsword, and shorter as well. With slow and graceful movements, he flowed through the motions and stances, transforming it from a mere sword to an extension of his body. For several minutes, he practiced, creating a deadly dance of steel. Finally, with a smooth and powerful killing thrust, Caleb's drill drew to a close.

The scratched and battered training dummy with spinning pegs made wood awaited him. Caleb took two steps backwards. With a swift toss his sword flew into the air. His arm arced out, grabbing the sword, and in one quick motion he struck the first peg with all his strength. Almost instantly the opposing end came to hit him, but it rang against the steel of Caleb's shield. A kick sent the lower pegs spinning. A blur of spinning pegs was before him. Caleb's eyes tracked the whirls with hawk-like precision. Caleb jumped, struck, ducked, and he too became a blur. Whatever strike his sword made, his shield was always up and defending. His body flowed around the dummy, barraging it from all angles: striking top, bottom, middle, then again, chaining his moves into a vicious cycle of metal. One final strike from Caleb split right through the dummy, sending its remnants flying.

Cedric strode forward with evil poise. It was time to spar. Caleb got into his opening combat stance; left foot forward, right foot back, and legs spread shoulder width apart while his knees were bent ever so slightly. He stood on the balls of his feet, prepared to shift or push off them at any notice. Along with his stance, Caleb could feel a heightened sense of anticipation for the upcoming spar, the same feeling of adrenaline rush he always got when sparring with Cedric.

After a long moment, Caleb threw a left punch at Cedric's head. Cedric brushed the strike aside with his left forearm and threw a right jab back at Caleb, who deflected the blow in kind. Cedric quickly followed up with a left chop; Caleb ducked underneath and fired an uppercut at Cedric's chin. Cedric pulled his head back and stepped back, dodging Caleb's fist. He then hit Caleb in the abdomen with a thunderous kick, doubling him over. As Caleb was bent over, another kick crashed across his face sending him flying into a wall.

"Better, but still human! You must be faster. Use a catalyst…..anger perhaps. Whatever anger you carry inside you…use it to unfold your ability!"

Immediately after Cedric spoke, Caleb straightened himself up and was sprinting towards him with amazing agility. Caleb's short, brown hair swayed with each step he took; his green eyes were hard and locked upon Cedric's figure, his brows furrowed together along with his lips that formed a firm, thin line, giving him a very determined demeanor.

Cedric didn't run away or try to evade the man who came at him, instead he remained where he was, only bending his legs to make sure he could move if something happened. Caleb pulled back his arm when he was mere feet away and launched it directly at Cedric's head, a stony fist hurtling towards his face with incredible speed.

Cedric was barely able to dodge Caleb's direct attack. As Caleb went to retract his arm, Cedric reached for it and got hold of his forearm. As quickly as he grabbed it, Cedric used all his upper body strength to throw Caleb sideways; though it didn't appear to faze him in the slightest as he instantly recovered. It was almost as if he had merely been given a slap on the wrist. Caleb went for Cedric once more; however, Cedric went at his opponent as well.

Just like before, Caleb sent his arm flying towards Cedric's head, though he foiled that as well by grabbing it with his free hand in mid-air. Cedric moved his leg forward underneath Caleb and swung it back around his own leg with force strong enough to make Caleb unbalanced, allowing Cedric his hand back.

As Caleb stumbled back, Cedric took advantage of the situation by spinning around and performing a side kick, aiming for his head. His boot connected with Caleb's right cheek, the force of the kick sending his head to the side so he was staring at the ground. As Caleb brought his head back up to look at Cedric, a small stream of burgundy liquid came from the corner of his mouth, dripping off his chin slowly.

"Observe. Learn. React," said Cedric deprecatingly.

Caleb was puzzled. Was this another of Cedric's riddles to catch him of guard? If so, it wasn't going to work. "I choose react!" He came at Cedric with greater speed than before and landed a punch immediately in the middle of his stomach, knocking the wind out of him. Caleb removed his fist and an astonished Cedric gasped softly, but quickly regained composure. The beast in him stirred, but Cedric restrained himself. There was no need for Caleb to know about his other power. Shoving away his arm, he spun around and raised his leg in the air, trying to land a kick.

Caleb took hold of Cedric's knee before he could take it back and held him in place. The chestnut haired man launched a fist at the fair-haired man, using his weight to add force. As his fist collided with the middle of Cedric's face, he could hear a sickening crunch and recoiled at the chilling sound. It was apparent that he had been a bit too excessive and had accidentally broken his nose. He grimaced at the fact he had hurt Cedric more than he had originally wanted to.

"M-My Lord! Please! Please, forgive me. I didn't..."

While Caleb was still distracted by apologizing, Cedric grabbed his right arm and turned his back to him, lifting his limb over his shoulder quickly before Caleb could register what was happening. Cedric pushed his hips back into Caleb's and pulled him onto his back, immediately using his free arm to wrap around Caleb's neck and pull him up and over, flipping him onto the ground all in one swift movement.

The spar, if one could call it that, was not so much of a spar as it was a beating, a beating that Caleb was constantly on the receiving end of. While Caleb was growing to be quite talented at hand-to-hand combat, Cedric was more cunning.

"What have I told you about showing mercy to the enemy?" said Cedric to a panting Caleb.

The young man was taking in large gulps of air as if it was going out of style. At least he wasn't nearing unconsciousness like he sometimes was after getting his butt handed to him.

"That it was a sign of weakness, my lord."

"And still is. As punishment, you are hereby assigned to guard duty. "

"Guard duty! But my lord, tonight is the feast of first harvest!"

"Which happens annually. Return to your quarters and change into your patrol attire. Vathek will accompany you to the dungeons."

Caleb's posture was one of an arrested, if not defeated, spirit. "Yes, my lord."

_Flashback end_

* * *

Cedric shoved the memory to the back of his mind when he reached the end of the corridor. The passage sloped down into uneven stairs; the walls here turned from smoothly mason stone to roughly hewn rock. He held onto the rough wall for added support, not trusting his footing on the uneven steps.

Even maintaining a modest pace, Cedric found himself regularly gasping for breath. Every time he felt like stopping he'd tell himself, 'just a bit further.'

This kept Cedric moving for a time, but after a while stopping was all he could think about. Feeling a cough coming, Cedric stopped for a moment and covered his mouth. His chest cringed, and he felt phlegm rising up his throat, which burned as he opened his mouth to cough; spraying drops of it on his hand.

_Disgusting!_

Cedric wiped his germ covered hand on the sleeve of his jacket, an indirect slight to the real rebel leader. He was on the bottom step now; the blunt ceiling above him was low, forcing him to stoop down quite a bit due to his height and to avoid hitting his head.

_Nearly there_

The narrow tunnel turned perilously to the right and down again, stretching on farther than he had originally hoped and stopping at a dead end.

His face flamed to the tips of his ears; another cough from deep in his chest cavity brought up mucus and spit flying through the air.

_I must leave this place before it becomes my tomb. _

"I, a servant of House Escanor bid you to unseal."

The bricks began to shine, brighter and brighter and the wall began to draw back with a hoarse thrum, pausing for just a second, and then splitting in two; like a grand ballroom doorway slowly opening into a regal celebration, to reveal a corridor.

Cedric stepped through; the bricks behind him returned to their original positions, smoothing out evenly until not a crack was seen in the wall's marble exterior surface. He flicked his eyes cautiously around and finding no one at either end of the hall, he trudged past his chosen décor of gold and emerald green that glittered at him as etched serpents slithered down the wall and dangled above the glistening suits of armor, which lined the hall in a cavalcade.

He made a sharp right, then a left, and one more right. His private quarters were at the end of the hall. Turning the brass oval doorknob, he entered and shut the door quietly behind him. His royal suite consisted of two large sections: the first being the bedchamber and the other being the antechamber, which must be passed in order to enter his sleeping quarters, though not many were privileged to do so, seeing as he had the propensity to bristle like a cat when other people stepped into what he considered his individual domain of power.

The opulent antechamber was a long, large chamber, walled and floored in dark green marble; the mineral looked like a work of art in and of itself with the veins of shiny gold that diverged from the arched windows set every couple of meters in the wall save from in the corner where a sizable door lead to his bedroom. In the center was a small wooden waist-high table on which rested a decanter of wine, a small bowl of fruit, a partial hunk of bread and meat, and a wheel of cheese with a knife protruding from it.

He crossed to the table, leaning over it and propping himself up on his hands.

_Why couldn't things be simple?! _

Cedric let out an imperceptible breath and massaged his fingers into his temples. He wanted to toss the decanter across the room, but he refrained from wasting an excellent vintage and instead hurled an empty glass with a grunt. It shattered against the wall and the shards scattered all over the floor.

_To the depths of perdition with Phobos and his bidding! _

As much as it pained him to think it, the blasphemy that it was, to hell with his desire to become higher in rank in Phobos's court.

Leaving his food untouched, he turned his back to the table, answering the call to his bedroom.

* * *

The guards spurred into action, rushing at them with swords drawn. They were trapped as they'd been before. The bitterness of the realization made Hay Lin sag. She clenched her teeth, wanting to do something, anything, but she was frozen again. Helpless, again.

"_Don't just stand there girl. Is your situation not dismal?"_

"_Not you again."_

"_Then who? I don't see anyone else coming to save you."_

"_I'm not alone. I have Irma with me."_

"_Who is in the same situation you are; w__ithering cold can incapacitate even the strongest man more completely than deep wounds, but winter does not last forever. Repeat the words that I whisper to you and your enemies will mourn the day they met you; Strigia….ligare…. vestri….pluit."_

"_What does that mean?"_

Hay Lin was answered by silence and she couldn't help but ponder over the cryptic words.

"_Hey, uh Irma? Do you know what the words 'Streegia legaray vestree plue-it mean?_

"_No, but I do know if we don't do something it's going to mean our deaths!"_

"_Well here goes nothing!"_

"_Wait, what are you going to do?!"_

Hay Lin didn't answer. She raised her arm and a glowing wisps of air began orbiting around her hand.

"Strigia ligare vestri pluit."

Embracing the full power of Air, Hay Lin's pigtails blew around her as unforgiving freezing wind whipped and gushed around the dungeon; the harsh gales throwing icy and stinging snow at the guards covering them in a heavy layer of frost, freezing them solid.

Irma whistled at the sight. "It's not blizzard season in Meridian, but nice save, Hay Lin. Now what do you say we find a way out of here?"

"I'm with you on that one" said Hay Lin in a calm voice, betraying the way she felt.

The girls broke off running at a fast pace, not realizing that there might be another guard about. Irma was grabbed from her right, she struggled with Raythor holding her, trying to get away, but Raythor held her by the neck and was bending her arm, so much that Irma swore it was going to break.

"Gotcha!"

A few of the upstarts he'd been forced to punish still moaned and writhed on the ground where they'd been displayed as a warning for all to see. He thought about having the guards chain to them to the wall with no food for three days for good measure but he'd already done that many times in the past. It was time to come up with something new.

"Did you really think you could escape?"

"Did you really think we wouldn't?!"

Raythor seethed, gritting his teeth, trying not to let the girl infuriate him so much. He simply growled low in his throat and squeezed her arm, dirtied fingernails bit into her skin, almost as if in warning, causing her to yelp.

"Irma!"

"Go on without me!"

"Not that you'll get very far," he interjected

He smiled wickedly at Hay Lin as the guards that she had attacked in the clearing joined him. They grinned when they saw that the water guardian had been apprehended and awaited the order to recapture her.

All at once, almost out of nowhere, pure rage came over Hay Lin. "You monster! You won't get away with this!" She did not want to let him or his soldiers capture her or her any more of her friends again…no more. Her eyes filled with a glowing white and a silver aura slowly rose from her body giving her the appearance of a huge argentine plume. She brought her fists into the air and they started to radiate with the same aura.

Summoning snowflakes out of her hand, she began to mold them using her imagination. She waved her arms in the air and commenced freezing and styling the flecks into something bigger. However, she had failed to see that her hair was slowly gaining a white streak. Despite being confronted by armed burly men, she didn't feel her body trembling. She didn't feel the urge to run away and hide. No, she stood firmly and whirled around her freshly produced glacial crystals before throwing them like a whirling discus. Her ice shards tore through every end of their bodies, ripping open fibers they never knew they had. Blood splattered on the walls and the stone cold pavement as their swords clattered to the ground, preceding their bodies that dropped like flies.

Raythor stared, perplexed at the face that he had taunted earlier that day. He was no stranger to death, having personally taken many lives. But no amount of training would protect him from this.

_I'll use her as leverage_

Silently, he drew his own knife from the sheath hidden on the small of his back, covered by his cloak; wrapping his arm around Irma's neck, making her choke. Irma tried to pry his arm off her neck, but his grip was relentless.

"One more move and I'll slit her throat from ear to ear."

He set the sharp edge just in front of Irma's jugular vein and lifted his arm in preparation to slit the girl's throat; watching Hay Lin's reaction.

"Please no! I'll do anything!"

"No matter. She'll serve." Hay Lin felt her eyes widen.

"She'll serve for what?"

"An example."

Raythor offered a nasty grin, his teeth gleaming in his yellow face. "You haven't figured it out?" he asked, shaking his head at her nonplussed expression. "You're going to be executed, of course, the both of you. Prisoners seldom escape from here and I don't look kindly on those who try. You've also killed my guards, which I assure you makes me very unhappy."

Her eyes locked onto the weapon. Attacking was out of the question for fear she would hurt Irma; her skin moved once, twice as she swallowed.

Irma's eyes glazed over, the sensation of the knife was distant and she felt the all too familiar presence of her power's voice.

"_Death is a part of life, and The Air Guardian is delaying his journey. What is one man against the very thing that makes up his being? I'll tell you; nothing."_

"_What are you talking about?" Irma asked worriedly. "I have a knife against my neck and you're not making any sense!"_

_"You demonstrated the ability to use water in its other forms, why not this one? _

_"Why not this what? Stop talking in riddles!" _

_The voice made a "tsk tsk tsk" sound. The girl sometimes failed to see the big picture. "You can control water in all its phases; so you can control the water inside of an object, both inanimate and alive." _

_"You mean…?" Irma began to inquire._

_"Yes, you can control a person like a marionette by influencing the water inside their body. In this case, the one who holds the knife at your neck." The voice replied. It could feel the anger well up inside of her and it purred when it read Irma's thoughts. _

"_Good, I feel your resentment and odium. Those emotions can bring you power. Close your eyes and concentrate on those feelings."_ _The voice explained._

"_Close my eyes with a knife near my neck! Why I don't I cross the street blindfolded too?!"_

"_Desperate times calls for desperate measures; the Air Guardian will try to sway his mind using her empathic temperament, but the soldier's roots of fidelity grow deep. They can't be deracinated." _

"You're unhappy?! It's people like you that make the citizens of Meridian feel the same way. You use your authority to enslave them; you steal their food and their water, while Phobos steals their energy!"

"The Prince can do as he likes. I took my oath of loyalty under him and will serve my post in peace and war until my last breath."

"But there can be no peace if you knowingly support an evil tyrant!"

Raythor's eyes narrowed dangerously. "Take care what you say." In a show of dominance, his knife bit into Irma's neck; pressing hard enough for blood to lightly trickle down her skin.

"_Defiance of death is rewarded only with death and there's an ugly name for those who do things the hard way." _

Irma desperately clung to the arm of the gruff soldier who held her, to keep the knife at her neck from digging in any further. She could feel the man press up against her back, and she squirmed and struggled against the older man, but it was futile for he only tightened his hold.

"Let her go!" Hay Lin filled her voice with aggression, in the hope that her wish would manifest itself into a reality.

"You're in no position to….."

Raythor stopped midspeech; he coughed and sputtered.

"_You're going to have to try harder than that."_

"_I'm trying!"_

"_Try harder. Think of Will's death."_

At the sound of Will's name she could feel a burning pain in her chest. _"Now think about Taranee."_ Irma felt the discomfort in her chest again, but now she felt the terror and fear as well. She felt the fear and sorrow because she failed to protect them and the knowledge that she wasn't good enough to save them ate away at her spirit.

"_Now_ a_venge them._ _Why should his sins go with impunity?"_

Exerting every ounce of effort, the power within her body turned outward and her eyes shined a vibrant turquoise.

_I can do this. I can do this._

Raythor's arm started to tingle; his muscles in his right arm launched into a spasm, and he practically went through the roof of the dungeons, biting his cheek to keep from screaming out loud. His arm unhooked from around Irma's neck and his hand unclenched, dropping the knife to the ground.

_Irma! What is she doing to him?!_

Hay Lin felt awkward and conflicted. She was still angry at Raythor, but those feelings were ebbing away and morphing into concern the moment she saw the pain he was in.

Involuntary tears sprung up in his eyes as they burned like he had just gotten smoke in them. But worst of all, the spasm that had started in his arm was now reaching his chest and other limbs; each muscle ached as they bunched up in waves that crash over him in a sea of misery and pain. His head pounded in time to his racing heart and he can feel his eyes throb with every passing second. He struggled to pull in a raspy, gurgly breath and his chest heaved in an effort to push air to his lungs; but no matter how hard he tried, it still felt like he was still suffocating. He tried desperately to control his breathing, to focus on getting air in and out of his lungs evenly, but there was a strange prickly sensation racing across his chest, making it increasingly impossible for him to catch his breath.

"What wretched sorcery is this?!" gritted Raythor. It was hard to admit but the capability to govern his own body was becoming harder and harder, and in his mind he panicked frantically.

"A little something called payback, plus interest."

Raythor dug his fingers into his palms, clenching his hands into fists. He could taste the metallic taste of blood in the back of his mouth, but he swallowed the tangy taste.

"Irma! Stop your killing him!"

"_Stay in control. You have control; don't…let…him…live." _

"Hey Rathor, here's a fun fact. Did you know that the human body is made up of water? And guess what I can do?"

Raythor's eyes were inflamed; a pool of brown surrounded by crimson and his face was turning red with veins protruding from his skin and neck. A thin whine squeezed from his throat; his response seeming to choke and strangle on his tongue.

_Can't..breath..can't…defend…_

"M-M-Mercy," he wheezed as veins rose to the surface of his skin.

"Mercy? You're one to talk. Did you ever once in your life show mercy to other people?!"

Irma's hair billowed behind her. Her glowing blue eyes showed no signs of humanity, like a switch had been turned off leaving an enraged fury in its place.

Hay Lin had seen enough. She ran up to Irma and began shaking her.

"Irma, you have to snap out of it! Listen to me! This isn't you!"

"_Blood can only be repaid by blood and you're one step away from doling out justice. Look around you, every person in these cells suffered because of him. Ignore the Air Guardian and do you and these people a favor by ridding the world of his existence. Speak the words that I say and he will truly know the definition of pain; "Nes….. sicera …..droga… tuo… grell"_

"Nes Sicera Droga Tuo Grell"

"Gaaauuuggghhh!"

Raythor arched his back violently and howled; his entire reality narrowed down to a moment of pain and then blissful depredation; hardly a punishment in the physical sense of the word. What was worse by far was the damning, intrusive thought running continually through his mind.

A measly lass had sealed his fate. He would never be able to fulfill his vow of servitude or see another battle. Blood secreted through the pores in his skin in tiny minuscule beads, coating him from head to toe, before projecting outward, painting the ground and walls maroon. As his legs lost their strength and buckled under his weight, he exhaled his last breath and fell to the ground deceased.

Hay Lin stood motionless and stared down at her hands then at Irma, not believing she had done and what she'd just saw. She had never killed or seen anyone die before. And what was also scarier was that the same act was carried out by her friend.

"Irma?"

Irma's hate and anger slowly faded into indifference. An angry or confrontational Irma she could handle; a stoic one terrified her. She glanced over at Hay Lin and a flicker of sadness and distress crossed her features.

"I-Irma….W-We!"

Her breathing was ragged and she quickly turned away, so Irma wouldn't see her cry. A sob escaped her chest and tears slid down her face. They rolled onto the bridge of her nose and onto her upper lip. They tasted salty, but she didn't bother to wipe them away, there would be many more, that, she was sure of. They weren't the painful sobs but the ones that appeared when you've had enough and just wanted all the emotional pain to go away

Moving carefully and slowly Irma pulled the still trembling body of her friend into her arms and hugged her close. "Shh... it's okay," she whispered and it seemed to be just what Hay Lin needed to hear for she broke down completely, sobbing on her friend's shoulder and embracing her tightly. "We took peoples' lives! We …" Hay Lin broke off sobbing as the memories played through her head.

"It was us or them. We can't save Taranee if we're dead!" Irma soothed her friend who continued to cry and whimper sadly. When she felt that Hay Lin had calmed enough she turned her head so she was looking right into tearful brown pools. "Hay Lin, it wasn't your fault," she said firmly making the teen nod gently in understanding.

"But it wasn't the right thing to do."

I know, but we didn't have a choice and we can't…..."

"Please help us!" a male voice begged.

"Guardians! Help us please!" a female croaked.

The little forte the prisoners had they used to crawl to the bars of their cell to reach out, waving their arms to get their attention. Seeing what transpired gave them an ounce of faith to escape. "Please just calm down, we'll help you all…" Hay Lin tried to sooth them, but their voices grew louder.

"There's so many of them," she commented to Irma. "And there are only two of us."

"No surprise there." Irma looked at all the occupied cells. "I'll start from the left, you start from the right." Digging into Raythor's pants pocket, she extracted two small rings of keys of various shapes and sizes. She tossed one to Hay Lin who ran to the nearest cell. Jamming and twisting the key into the lock, the key clicked harshly against the rusty iron lock as the door screeched open. Hay Lin flinched at the grating sound and then pulled the cell door ajar.

A creepy looking old woman huddled in the corner cried into her hands, looking up at Hay Lin who approached. Her face was wrinkled and her grey filthy hair came down into her eyes, which Hay Lin can see were full with fear.

"It's ok. You're free now."

"F-F-Free! My child as long as Phobos reigns we were never free."

"But we can change that! We need to help Elyon…"

"The princess is a fool. To ensnared in her brother's ruse to see her kingdom's troubles. Say what you will about the princess. But common sense is not common."

"And sitting here lambasting her is! Elyon needs the support of her people. I don't know why or how long you've been here, but you can help. "

The crone clicked her tongue, the other half of her told her to stick to what she said, but the girl standing before her was insistent.

Giving in, her voice dipped in volume. "And pray tell what would a Guardian have me do?"

* * *

Caleb looked down Cornelia's unconscious body. He swept a lock of hair off her cheek bone with a grand sigh and carried her down the corridor. She started to shudder, so Caleb held her closer, creating a cocoon of warmth for her.

_Why did she faint like that? She was fine before we got here._

He couldn't figure out what was wrong. Since Cornelia had collapsed she showed no signs of any problems. With his strong constitution and particular talents, he admitted he knew nothing of what caused it, but he knew the best way to warm someone. And why deny himself the pleasure?

Blunk walked ahead, his body crawling low to the ground. Caleb followed closely behind. The scent led them to the throne room. Blunk's pace was even more hurried than normal, causing Caleb to scramble after him. He tried his best to keep pace with the passling and, as he nearly tripped over a raised stone tile, he realized they had to slow down. "Blunk!" he called up ahead. "Please, slow down!" Blunk stopped and looked over his shoulder.

"Blunk scared. Blunk no like castle."

"You're not the only one."

"Is shopping girl awake? Blunk find Green Fluxroot. Smell help wake…."

"No! No Fluxroot. Besides you make up for the smell. "

"Caleb jealous of Blunk. Blunk smell good."

"That's what you think."

The throne room doors opened and Phobos's ghastly throne hailed them. Cornelia mumbled as if she was trying to speak, but no words came out of her mouth.

Caleb looked down at the motion. He could feel the heat emanating from her body. "Cornelia." He whispered to the unconscious girl. "I don't want to lose you."

Lowering himself, Caleb kissed the golden haired girl's forehead and caressed her cheek

_She's delirious. The fever must be getting worst_

She tossed and turned, finally settling on snuggling closer to Caleb and pressing her face against his chest

Blunk sniffed the air, turning his head on his neck. "Girls went this way but Blunk no smell Caleb."

"He couldn't have walked out of here. And if he did he would keep a low profile."

"Phobos tells guards not to harm Caleb?"

"The guards won't remember that order. Their usual orders are to capture or kill any rebels they encounter."

His yellow eyes touched every corner, every crevice, and every shift of light in the throne room for a clue.

_Where could he have gone?_

Blunk sniffed his way around the throne. He smelled damp air and the smell grew very strong when he neared a large willow tree. He started around the base of the trunk, thinking maybe the tree was blocking his vision.

"Blunk smell air underneath tree"

"Air underneath tree? Air doesn't come from beneath trees… unless it's a secret passage!"

Caleb slithered over to where Blunk was digging, being careful to not to jostle Cornelia. He scowled. The tree wasn't too big; roughly twenty feet in height. The problem was unearthing the thing. Caleb focused his energy on the tree and tried to pull it upwards. The branches rustled vigorously. Caleb strained from the effort, but the tree did not budge. He tried again with much more force, and several branches severed. However, the tree itself resisted with all of its strength against the rebel to remain in place. Every muscle in his tail strained to pull the tree free and he'd be damned if this was going to stop him.

Caleb fought the pain that burned in his tail as he finally felt himself gain a little ground. The roots were loosening their grip and he felt the tree finally beginning to give away. The tree groaned loudly, an almost human sound; some of its back root emerged, dislodging from the soil. Falling forward as if in slow motion; it landed on Phobos's throne, smashing it to pieces.

The crater the tree left behind led to a massive dark hollow with neat stone walls; the remains of Phobos's throne forming the top of a gothic arch for a ceiling and the air from the opening smelled damp and stale.

Caleb slinked forward, taking extra care not to crush Cornelia within the confined space with Blunk following closely after in. His body constricted and his muscles rippled; a reflex action that required little to no thought or effort at all. After nearly ten minutes in the tunnel, the path turned right and downwards and he found himself standing in front of a brick wall, a dead end. He looked at it carefully, but saw no markings or designs to indicate it might be a door. Caleb hissed, flicking his tongue outward.

"Is it magic?" Blunk climbed over Caleb's tail to get a better look

"It has to be."

"Caleb?"

Cornelia stirred in his embrace, rolling onto her back so that she would be able to look at him properly.

"Cornelia? Are you alright, how do you feel?"

"I'm fine." The firmness of her tone was familiar, and solid. Anyone else would have let the topic go right there. But his stance didn't change, didn't soften, and didn't hint that he was placated by that answer, so Cornelia was again forced to continue.

"What happened when I was out?"

"We followed the others' trail to Phobos's throne room and Blunk found this secret passageway underneath his throne."

"I wouldn't put it past Phobos to do that. He always struck me as the paranoid type."

"Don't forget murderous."

Cornelia blinked, her eyes straining to adjust to the darkness. "Caleb, you can put me down now. I'm not going to fall."

Caleb studied her. His eyes allowed him to see in the dark making it almost as bright as a cloudy day would appear to a human, but this ... to be truly deep in the total absence of all natural light and yet he still could see perfectly. Her eyes had dark circles around them, and her skin had taken on a rather pale shade compared to its normally fair tone. The sooner they found his body and rescued the others, the better.

He complied with her wish and deposited on her feet.

"Be careful, right in front of you is a wall."

Cornelia brought her hand near the wall; fingers searching the old mortar for cracks or the tell-tale whistle of a breeze. There was none.

"There's something on the other side of this wall, I can feel it."

"Well try not to make too much noise. We still have the element of surprise on our side and we can't afford to lose it."

"I know that. I'm blonde not daft."

With a wave of Cornelia's hand, a pulse of telekinetic energy washed over the brick barrier, sending a loud clunking sound drumming throughout the entire passageway as the bricks inched out of their slots and fell to the ground. Dust and debris filled Cornelia's nostrils and layered within her hair. She coughed and exhaled an annoyed breath. She hated being filthy.

"So, where are we now?"

"We're in Cedric's annex. And if I recall it's one of the more guarded parts of the castle. Stay close."

* * *

"Typical" Will mutter bitterly. She could see no latch or keyhole in sight which meant that the door was reinforced with magic. "Let's try this one more time."

Hanging from a silver chain was a glowing, pink sphere with streams of energy moving around inside. Silver encased the bottom and the top, with an incomplete circle connecting them. Where the top broke off, it curled in a swirl. The bottom did the same, but angled in a different direction. It was the Heart of Kandrakar, the amplifier of the Guardians' powers. The Heart burned with an intense pink glare that forced Will to shield her eyes. Holding it near the door, the heart zapped a beam at it. The door opened; Will looked around furtively. The dark hall was light by a few, sparse candles. A red plush carpet lined the floor, a splash of color in the otherwise bleak fortress. When she decided the coast was clear she crept down the long hallway until she spotted a guard.

She ghosted by a nearby window and hid behind the thick drapes. Will tried to slow her breathing as she hid behind the large curtain. Her back was pressed to the window; a bolt of lightning cracked the sky, the darkness outside fading for a second to reclaim its territory was more comforting than the atmosphere inside the castle. Carefully, Will reached up and pulled the curtain to the side so she could see into the hallway.

The tell-tale clank of armor told Will all she needed to know; the guard was close and coming her way. The heavy footsteps of the guard drew close; a slow and methodical rhythm that only made Will shake with nervousness. It was this or nothing. Will knocked into him with all her force, concentration on sending her fist to his face. He fell backward with an "oof", sprawled out on the stone floor. The guard could not breathe. Will had him pinned by his throat, pressing her arm roughly against his windpipe. He gasped for air as she stared deep into his eyes.

"Tell me where the dungeons are or this will be your last night here!"

"You won't kill me"

Will pressed down harder. "Wanna bet?"

The guard squirmed but gave in "Staircase to your right, six stairways down, two right turns leads you to the barracks and the staircase next to it leads you to the dungeon.

"That's a lot to remember, but thanks"

Will punched him in the temple, knocking him out cold. She descried the staircase the guard was talking about and led herself down. The Heart simply glowed. The light and warmth that poured from the jewel into her chest comforted her in a way that nothing else could have. Will held it tightly. The warmth covered all of her body, and a pink light filled her vision.

Through the power of the Heart, she was able to see the terrible marks that covered Taranee, and the farseeing stare that revealed she'd been tortured, and tortured extensively.

"Taranee!"

_I have to get to her!_

* * *

**A/N- I was super busy for the past couple of months. Sorry for the super late update. **

**It's not known how the murmurers were created, so I decided to give them a little backstory with Caleb being the first mumurer after numerous failed trials and Cedric being a harsh teacher of sorts. I was annoyed by the fact that the guards wore nothing but loincloths most of the time, and I felt that Meridian was like medieval times, castle guards/soldiers wore armor.**

**I don't know too much about Cedric, so I put some of his inner thoughts and feelings in this chapter. In the comics we saw this and his dream was to become a murmurer- a member of Phobos's court in the comics. I know this took up a lot of time, but I like him as a character. **

**To me Hay Lin was the girl that was constantly happy and I liked how season 2 challenged her outlook, by hitting her with a personal crisis.**

**I understand the rape scene in the last chapter turned some of you off, but don't worry; it's leading up to something.**

**Special thanks to Sailor Lyoko for being a constant reviewer**

**Read and review. No Flames please.**


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W.I.T.C.H., Romance