AUTHORS NOTE: I've decided to change this up a bit. I'm going to attempt to do the back story that led up to Noel meeting the Winx club and so forth. Plus it seemed flat now that I go back and look at it. I MAKE NO PROMISES.

Noel sat with Flora in the quad of Alfea talking to Mirta about her classes. Noel had met the Winx in her sophomore year, but hadn't really been a part of the team till their third year when they helped her try to save her world from Baltor's almost successful attempt to take their dream magic, but in the process of sacrificing herself to save her parents she gained her enchantix and was able to get it back with the help of the winx. There was no doubt in her mind that she would have been killed if it wasn't for them.

Baltor left in defeat, but with the promise of return. She had then vowed to go with the girls on their mission to defeat Baltor and protect not only her planets magic of dreams but all the other realms as well and to save what was already stolen and she had kept that vow. Now were the times of peace that were usually brief, but cherished.

"So how have you been enjoying your classes, Mirta?" Flora asked leaning back against a beautiful cherry tree in full bloom.

"It's been awesome. It's so different from cloud tower." She replied with a smile. "I am having trouble with Palladiums reality class though."

"Maybe Noel can help you out with that class. It's the class of her favoriteteacher after all." Said Musa coming up from behind them and Noels face turned beat red at her comment. Musa snickered as she sat down next to Noel.

"What do you mean?" Mirta asked sensing something between the lines of what Musa was saying.

"Nothing." Noel snapped as she flipped one of her white braids over her shoulder and her silver eyes glare a warning at Musa.

"Didn't you know? Noel's had a crush on him…" Musa didn't get to finish her sentence because Noel cut her off with an elbow to her gut.

"Musa." Noel growled as everyone laughed.

"Oh leave her alone guys." Flora said with a smile.

"Thanks Flora." Noel said.

"Well, don't look now, but here comes your knight in shining armor." Musa said and true enough Palladium was walking up to them.

"Hello girls, and what are you doing on this wonderful day?" He asked.

"Just embarrassing Noel." Mirta said with a laugh having figured out what Musa was obviously saying.

Noel let out a groan as she buried her face in her hands to hide her ever reddening face. She snapped her head up when she felt someone kneel next to her.

"You shouldn't hide such a lovely face and your blush just adds to your beauty." He said with a smile that just caused her face to go even redder as she stared into his eyes and then sensing the stares that they were getting Palladium stood up abruptly. "I should get back to work. I need to gather some more herbs in the forest."

Noel watched as Palladium walked to the forest then abruptly turned around to face Musa, Mirta, and Flora who were all laughing.

"You know if I didn't know any better I'd say he had a crush on you too, Noel." Flora said thoughtfully after the laughter subsided.

"Don't be silly Flora." Noel said but couldn't hide her hopeful smile.

Some say it would be weird dating her former professor but she couldn't help the way she felt. Plus she wasn't his student anymore. She was his colleague now along with the other girls teaching their Winxology course. Then her smile turned into a slight frown.

'There was no way Palladium would ever fall for me. To him I'm probably still just his student. I'm just reading too much into the little things that he does for everybody.' Noel thought sadly as she watched him disappear into the forest.

-0-

'What was I thinking making a comment like that? I probably scared her or just made her uncomfortable.' Palladium mentally berated himself as he walked through the forest.

Palladium was in love with Noel and no matter how he had tried to ignore and hide it he just couldn't any longer. It all started the first moment he saw her when she had ran over to check if he was ok after getting hit with a book during one of his classes. Then he fell in love with the way she acted, looked, and everything about her made him want to know more about her. Plus she was one of the few students that respected him and hadn't made fun of the way her looked before his trip to planet buff. In fact now that he thought of it she was the reason he went to planet buff even if he hadn't realized it till later on.

Palladium knelt down next to a bush whose flowers made an excellent healing draught, but he was so lost in his thoughts that he didn't notice the other plant that was growing with the bush until it was too late. It wrapped around his wrist and up to his chest. Its thorns injected its venom into him. He didn't even have time to call out for help before he fell to the ground completely unconscious.

-0-

Noel sat up in her bed flipping through her teacher's book studying up for the classes coming up as her roommate Layla tried out some new dance moves along with Musa's new song.

"How was that Noel?" Layla asked when they stopped.

"It was really good." Noel said not looking up from her book until a pillow hit her in the head. "Hey."

"You weren't even looking." Musa said with a laugh.

"Well someone needs to be prepared for our students." Noel said as she stuck her tongue out at them. Musa walked over and flopped down next to Noel taking the book. "Don't you think I'd rather be writing or sketching."

"Man I thought when we graduated we wouldn't need to study anymore." She whined.

"Welcome to the wonderful world of teaching Musa." Layla said as she stretched. Musa groaned and fell back on the bed while pulling the book over her face making Layla and Noel laugh until they were all interrupted by a sharp knock on the door.

"Come in." Noel called out as Musa pulled the book from her face.

"Girls, sorry for the interruption, but I was informed that Musa and Noel were some of the last people to see Professor Palladium today." Griselda said in a slightly but still authority filled voice.

"Yeah we saw him go into the forest for some plants." Musa said setting up.

"Is something wrong?" Noel asked worriedly.

"He hasn't come back. We are sending out a search party now." She answered.

"Well get the others and help look." Layla said standing up followed by the others.

They quickly gathered in the quad and then headed to the forest in teams of two Musa was with Layla, Techna with Mirta, Bloom with Stella, and Flora with Noel.

"Don't worry; I'm sure he's fine." Flora said noticing Noel's pale and worried face.

I know." Noel nodded as they went deeper into the forest.

It was getting late and Noel could feel her panic growing. They had even enlisted the help of the pixies.

"Any luck?" Bloom asked when they ran into each other.

"No, and its getting really late." Noel said while wringing her hands as tears pricked her eyes as the girls quickly made to comfort her. Suddenly Amore gasped.

"What is it Amore?" Jolly asked.

"She has such a strong love vibe." Amore replied.

"Maybe it can lead us to Palladium." Lockette said.

"Hey guys, Amore's got a lead." Chatta called out to the girls.

"What is it?" Stella asked Amore.

"Noel has a strong love vibe. She can use one of my flowers to guide her to Palladium." Amore said making Noel blush, but she was too worried to care.

"Then let's do it." Bloom said as Amore handed Noel the flower.

"What do I do now?" Noel asked.

"Hold it close to your heart and concentrate on your love for him." Amore said.

Noel held it close to her heart as she was told and concentrated. She thought about everything she loved about him. His voice, eyes, the way he talked and made her laugh. How sweet and caring he was to everyone. She thought about how it felt to be near him, how her heart beat faster, and then the flower lit up.

It floated from Noel's hands and then darted off deeper into the forest. Noel instantly went after it and the girls darted off after her followed by the pixies never letting the flower out of their sight.

Noel was so determined to get to Palladium that she out distanced the others, not hearing them call out to her in her panic and soon she was alone running through the woods. She burst into a clearing and found the flower floating over Palladium before it dissolved away.

Noel rushed over to Palladiums side a knelt down and let out a sigh of relief when she found he was still alive. She looked at the strange plant that was wrapped around him, but knew better than to try to pull it off without knowing more about it.

"Over here." Noel shouted as she sent a magical burst into the sky so they could be found. "Palladium, can you hear me?"

He didn't respond as Noel called out to him and gently stroked his face trying to get him to wake up. Tears were streaming down her face as she waited for the others to come.

They were finally located by the others and Palladium was taken to the infirmary where Avalon would find out what happened. The girls were sent back to bed since there was nothing more they could do until they had answers, but Noel couldn't sleep no matter what she did.

-0-

The girls sat around the dinner table and shared worried glances between each other. Palladium had been out for a week with no luck of getting that plant off of him. Even Flora couldn't get it to let go, but what worried them the most was Noel who hadn't been resting or eating right since Palladiums coma.

Noel let out a sound of frustration and pushed her plate away and laid her head down on her crossed arms on the table.

"You need to eat sweetie." Flora said pushing her plate back toward her.

"I'm not hungry." Noel mumbled not looking up.

"We know you're worried about Professor Palladium, but not eating won't help him." Bloom reasoned.

"Yeah, when he wakes up you don't want to be all sickly do you, not very attractive." Stella said.

"Stella." Everyone admonished her as she smiled sheepishly.

"Sorry." Stella said with a nervous laugh.

"Don't worry Noel. It is a high probability that he will wake up." Said Techna while showing Noel the statistics on her computer. "He has a very strong immune system."

"Techna's right. It's going to take a lot more than a plant to take him out." Added Layla while patting Noel on the back.

"Yeah, so eat up. You'll want to look your best for when he does wake up." Musa said as Noel sat up touched by her friends concern for her.

"Thanks guys." Noel said and took a big bite form her apple if only to make them stop worrying about her.

Just as they were finishing their dinner Miss Faragonda came up to their table.

"Flora, Noel we need you. We have found a way to help Palladium, but we need the powers of Nature and Dreams." She said and without another word led them to the infirmary.

"I'm glad you're here." Avalon said as the girls entered. "As I'm sure you've been told we have found a way to save Palladium. Flora we need you to try to remove the plant again."

"But I can't do it. We already tried." Flora said.

"Yes, but that was before we found out what the plant was doing to him. This plant is the elusive Necra. It defends itself by wrapping a detachable vine around its intruder and trapping the person in their self." Avalon said.

"What do you mean?" Noel asked tearing her eyes away from Palladiums still body.

"The poison that it injected into him had trapped him in a nightmare of his minds own creation. That's why we need you Noel. You will go into his dream and try to bring him out of the nightmare without him becoming aware that you are not part of the dream so that the Necra will loosen its grip and Flora can take it off." Avalon explained. "Do you think you can do it?"

Noel looked at Palladium and then to Flora who nodded her head.

"Let's go enchantix." Flora and Noel said together.

A colorful light of blue, silver, and indigo enveloped Noel then disbursed in a series of fireworks to reveal Noel's enchantix form. She was now wearing an indigo mini skirt that was longer in back ending just above her knees and shorter in front with a silver ribbon on the top and bottom. A blue tear drop jewel hung in the middle of the skirt.

She had on a sweet heart dip indigo top that ended just above the end of her ribcage with five blue tear drop jewels hanging from it and a round blue jewel in the middle with upper arm silver vine bracelets with curls at the ends along with elbow length sheer silver gloves. On her neck was an indigo choker with a silver jewel in the shape of a four point star.

Silver vine like jewelry adorned her feet all the way up to her knees and three indigo colored jewels at her toes. Her hair had fallen free of its braids, became longer, and wavy. A pair of indigo pearl clips adorned her head on either side. Completing her fairy form were her wings which were lined in silver with sheer blue that faded into indigo in the middle and dotted with silver fireworks. The upper parts of the wings were three point wings with one point lower wings. On her forehead was a thin silver chain with a tear drop purple jewel hanging from it.

Noel walked over to Palladium and stood at the head of the bed as Flora stood on the right next to the arm that the plant was wrapped around. Noel put both of her hands on either side of Palladiums head and then closed her eyes in concentration.

"When I get in I will have to find a being from his dream to inhabit in order to speak with him so it will take some time. Under no circumstances is anyone to bring me out of my trance before that plant is removed. It could be harmful to both Palladium and I if you do." Noel said with her eyes still closed then poured all of her winx into Palladium.

When she opened her eyes she was in a dark swampy forest. The calls of predatory birds and other dangerous sounding creatures could be heard coming from all directions. Then through all of the other sounds she heard what sounded like a fight. She flew above the swampy water toward the new sound and soon came upon a very haggard and tired looking Palladium in the middle of a clearing, but he was not alone.

He was surrounded by a group of horrible creatures all attacking him at once. He seemed to be defending something in that was lying on a nearby bank. As she got closer she realized the thing he was defending was her. She quickly flew over and melded with her dream self and turned it into her enchantix form.

"Kaliedo Dream Spiral." Noel shouted and blasted all of the surrounding creatures with a barrage of rainbow colored spirals. When the dust settled all that was left was her and Palladium.

"Noel? You're ok; I was so worried that I had lost you." Palladium said as he pulled her into a hug and pressed a kiss to the top of her head. "You shouldn't have come looking for me when I didn't return to Alfea. It was too dangerous for you."

"I had to come find you." Noel stuttered playing along while still feeling the electricity that shot through her when he kissed her forehead. "Now come on and let's get out of here."

As they walked through the forest Palladium refused to let go of her hand making Noel blush as he laced his fingers through hers. She could feel her heart fluttering in her ribcage like a small bird in a cage.

Shaking her head to clear her thoughts she used her powers to keep the nightmare at bay and slowly turned it into one of Palladium's favorite dreams that she had gathered from his subconscious. Plus she was secretly curious as to what his favorite dream would be. It told a lot about a person and pretty soon the form of a beautiful forest took shape around them and the dark forest faded away behind them.

They came upon a beautiful clearing and in the middle of the clearing was a circle of stone pillars covered in vines and different colored flowers whose perfume filled the air with its heady scent. In the middle was a fountain gurgling with crystal blue water. Beautiful song birds perched on the pillars and petals fell all around them. Noel was in awe as Palladium led her to the center of it.

"This is amazing." Noel said as she turned around in a circle to take it all in. "It's so beautiful."

"It is, but not as beautiful as you are my love." Palladium said making Noel's head snapped over to him in shock at his words as he took both of her hands in his.

"Love?" She stuttered out uncertainly.

"Yes, you are my love." He replied as he let go of her hands and gently cupped her face. Then to Noel's further surprise he dipped his head and kissed her. One of his hands traveled from her face to the back of her head tangling itself in her hair as his other hand slid down to her waist pulling her against him.

Noel was so surprised that she didn't move at first the slowly as if of their own accord her eyes closed and her hands wrapped around his neck. Suddenly she felt the nightmare that she had been holding back disappear. She knew this meant that the vine had been removed and her eyes snapped open. Palladium ended the kiss and looked into her eyes worriedly.

"Is something wrong?" Palladium asked

"I…I don't…" Noel panicked and didn't answer. She quickly pulled away from his grasp and left the dream.

-0-

Noel's eyes snapped open and she backed away from Palladium nearly tripping over her own feet. Looking up she saw Avalon and Flora placing the Necra into a protective jar as Miss Faragonda walked over to her. Both Flora and Noel had returned to their normal clothes seeing as they were both magically drained.

"You did it girls. Palladium should be awake by morning." Faragonda said happily. "Thank you both for your help."

"It was no problem at all." Flora said and all Noel could do was nod in agreement.

"You should both get to bed, you must be tired. I will inform Palladium of what happened when he wakes up in the morning. I'm sure he'll want to thank you both in person." Avalon said and everyone but Flora missed Noel's paling face. When they were out in the hall Flora pulled her aside and set her down on a nearby window seat.

"Sweetie, are you okay?" Flora asked with concern.

"Flora, I don't know what I'm going to do." Noel told her everything that happened in the dream. She just wasn't able to hold it in. It was just too much.

"But isn't this a good thing?" Flora asked.

"I don't know. What if he didn't mean it? What if my dream accidently got mixed with his? There are so many ways that this could be one big embarrassing misunderstanding." Noel said as she buried her face in her hands. "What am I going to do?"

"You're just going to have to talk with him when he wakes up." Flora said with a kind smile.

"Great." Noel groaned as they got up and continued to their apartments, but Noel made a decision on the way there. She was going to avoid Palladium for as long as she could.

-0-

Noel was once again in the quad listening to Techna typing on her computer and to Stella as she talked about the latest fashions for the season. Bloom and Noel shared a withering glance as Stella kept going. They loved their friend, but they could only stand a fashion tirade like this for so long. Noel ran a hand through her hair which was free of its normal braids when Bloom spoke making her freeze.

"Hey look, it's Professor Palladium. He must be feeling better." Bloom said happily.

"I've got to go." Noel said thawing quickly and gathered her things then was off like a shot.

"What was that all about?" Stella asked. Noel hadn't told them what had happened in the dream and had sworn Flora to secrecy.

Techna and Bloom shrugged un-knowingly as Palladium walked up to them.

"Hello girls." He said as he looked the way Noel had left.

"Hello professor. It's good to see you well again." Techna said.

"Thank you." He said distractedly. "Do you know where Noel went?"

"Nope, she just got up and left when we said you were coming this way which is weird considering how much she likes..." Stella was cut off by an elbow in the gut from Bloom.

"She likes to hang out in the library." Bloom said as Stella sent her a glare while rubbing her stomach.

"Thank you Bloom." Palladium said as he went the way Noel had.

-0-

Noel walked quickly down the hall, but was stopped by a student with a question for her detaining her long enough for Palladium to catch up much to her panic. The student thanked her and was on her way. Noel tried to escape, but wasn't fast enough

"Noel, we need to talk." He said as he walked up to her taking hold of her hand before she could run off. "Avalon told me what happened. That you were in my dream."

"I'd love to talk Palladium…" Realizing she'd used his name she quickly corrected herself. "I mean Professor, but I need to help..." Noel floundered for a bit before she saw Flora coming down the hall and freed her hand away from his. "Flora, I need to help Flora, so maybe later."

Noel quickly side stepped Palladium and ran down the hall toward Flora. She grabbed Flora and pulled her along.

"You haven't talked to him yet have you?" Flora said with a frustrated sigh.

"Nope." Noel said once they were safely hidden in the library.

"You're going to avoid him." She said.

"Yep." Noel said then let out a sigh. "I need time to gather my courage."

Flora was struck by a sudden yet slightly devious plan that Stella would be proud of.

"Why don't you go visit Jolly in Pixie Village? That always cheers you up." Flora said. At the mention of her bonded Pixie Noel smiled.

"That's a great idea. I'll go right now. Thanks Flora." Noel said as she hugged Flora and ran off to gather some stuff.

Flora then turned around and went looking for Palladium. She found him sitting on a window seat near where she and Noel had left him. His head was bowed as he glared sadly at the floor.

"Hello Professor." Flora said with a smile as Palladium looked.

"Hello Flora, I thought you and Noel had something you were doing." He said sadly.

"Actually she was just saying that to avoid you." She said as she sat down next to him.

"I know." He said as he hung his head again.

"She told me what happened." Flora said. Palladium's head snapped up. "I have to ask because Noel is a dear friend. Do you love her?"

"Yes, with all of my heart." He said right away.

"Then you should tell her because I know for a fact that she likes you too. She's just worried that it was all an accident." She said referring to the dream.

"I want to, but she won't talk to me. I can't get her where she won't get away." He said in frustration. "Short of kidnapping her I don't know what to do."

"She's gone to Pixie village. She likes to take a long way so if you hurry and take a short cut you'll be able to catch up with her." Flora said with a smile.

-0-

Noel walked down the path humming lightly to herself. She was almost to the village and couldn't wait to see them. All she had to do now was cross the oak tree bridge and she would be there, but when she came upon the bridge someone was already there standing next to the bridge. She was about to walk away, but he already saw her.

"Noel wait." He said as he ran up to her and grabbed her hand so she wouldn't run and this time he wasn't going to let it go. "We need to talk."

Noel stared at the ground and managed a nod not trusting herself to talk. He led her over to a nearby tree and they sat down. He opened his mouth a few times then closed it trying to think of the right words while Noel fidgeted with her hand still staring at the ground. The wind blew gently through the trees picking up Noel's peppermint scent and delivering it to Palladium. He took a deep breath finding his courage and let go.

"Noel, when Avalon told me what happened I must admit I was terrified at first, but not because I was ashamed, but because I was scared at what you would think." He said as he slipped his hand under her chin and lifted her face so she was looking him in the eyes. "I was scared of how you would react to knowing that your former teacher was in love with you and had been for a while. I'm hoping that my love is not unrequited."

"You…" Noel was stunned and didn't know what to do. She just sat there and stared in disbelief at him.

"I love you Noel and I always will." Palladium said as he pulled her close to him. Noel's face lit up in a breathtaking smile.

"I love you too Palladium." Noel said,

Palladium dipped his head catching Noel's lips in a passionate kiss. His hand traveled up until it was buried in her hair as the other remained where it was on her lower back pulling her as close as he could to himself as Noel's hands travelled until they were wrapped around his neck. His hand that was still wound through her hair, gave a light tug; tilting her head up so he could deepen the kiss. When he finally pulled away they were both breathing hard.

"I have wanted to do that for a long time." Palladium said.

"Well what took you so long?" Noel said as she leaned in for another kiss. It looked like she wouldn't be visiting Jolly after all.