Synopsis: At the end of "Zenith", Nerissa's betrayal has endowed her with the Scepter of Phobos and the sorceress is now the most powerful being in the universe. With the guardians under her control, she begins her conquest of Earth, Meridian and eventually Candracar. The rebels are no match for their combined forces. Caleb and Julian escape but it is only a matter of time when they must face the power-hungry woman again. They must seek new allies, develop new strategies and find a base from which to launch their counterattack against Nerissa. But they are not the only ones who have a score to settle with her.

Disclaimer: I don't own WITCH. If I did, there would be no Queen Lillian or Glamour Zones. (Hate that name) All characters are property of Disney but all original characters, places, names and plots are my own. (Do we have to write this every time?)

Author: This is an AU (Alternate Universe) concept I had in mind. Granted it's taken from "Z is for Zenith", in the part where Nerissa fantasizes she has taken over the universe and the guardians are her slaves. Well that's pretty much what happened except that Caleb and Julian have escaped and have formed a resistance movement against the sorceress. I liked that part of the episode and I wondered just how would the story have turned out if Nerissa really did win? Now she has the scepter, the guardians, Candracar and a legion of monsters at her command. Just how the hell is Caleb supposed to beat her? The only way he can do that is to find the chink in her armor.

---

1- Prologue: Out of a Dream and Into a Nightmare

The scream echoed off the walls and filled the tunnels. Caleb shot up so abruptly it was if somebody had stepped on his stomach. His eyes were wide open, scanning the darkness for signs of a threat. All his senses were on full alert and he reached for his sword which he kept at all times beside his cot when the curtain that separated his quarters from the hall flung open and an intruder entered.

In a flash, Caleb was up and armed, tossing aside his blanket and getting into a fighting stance. His form was perfect. Whoever the intruder was he would forever regret this moment. Caleb would make sure that his blade would be the last thing the assassin had ever seen. He may very well have succeeded had the man not been just as fast or as well trained. He parried Caleb's first offense, deflecting his sword to the side. Caleb went with it, maneuvering his body around to catch the man from behind, but he had been expecting just that. In fact, he seemed to know Caleb's every move. What's worse, he appeared to have a fighting style similar to his own.

Their blades met again. And again. The rebel leader was not going to have it easy finishing this bastard off. He screamed. The sound filled the air no doubt alerting the guards of the battle. Reinforcements would be close at hand but Caleb wouldn't need any help killing his enemy. In a dizzying move, Caleb went in low throwing the man's balance off and forcing him to lean down. Caleb was kneeling, his center of gravity much closer to the ground so we would control the momentum.

His reflexes kicked in, spinning his leg around to trip the assassin down on his back. He let out a groan of shock and fear and dropped his sword. Caleb reared back up and prepared to deal the killing blow. He raised his sword and let out a war cry.

"Caleb!"

He stopped. The voice was familiar. Too familiar.

"F…father?" He said through gasps.

The fight was over as soon as it had begun. Outside, the guards had reached the room. They rushed the doorway, two men going out to either side while another went in through the middle. He held up a torch to illuminate the room; all three were armed to the teeth. Caleb recognized one of those men immediately. It was Aldarn, his best friend and second in command. The blue-skinned warrior looked in shock at the sight before him. His gaze fell on Caleb who was frozen in his killing pose.

"What in the Hells is going on?" He asked.

"Caleb." Julian said again.

Caleb looked down at his father, his own sword hanging dangerously over his chest. As if the handle had suddenly become red hot, Caleb flinched and tossed it aside. It fell at Aldarn's feet and he took a step back to further assess the situation. Aldarn raised the torch high so that the entire room was lit up. "Caleb, explain." When he received no answer he regarded Julian who was still on the floor. "Master Julian?"

Caleb's father raised his hand toward the guards. "Please. Lower your weapons. It was just a misunderstanding."

"Misunderstanding?" Aldarn asked as if he had never heard the word before. "We hear somebody scream and then rush down hear to find your son poised to kill you and you call it a misunderstanding?"

"Scream." Caleb muttered. "There was a scream. I heard someone cry out. I woke up, saw someone enter my room and thought he came in to kill me. I," He paused. He turned to his father who had yet to pick himself off the ground. "The scream. Who was it?"

"It was you, son." Julian said. "I heard you scream and came in to find out what was wrong. You attacked me soon after that."

"No." Caleb staggered back until he could no longer thanks to the cave wall. "Father, I'm…I'm so sorry…please," he slumped to the ground. "Please forgive me."

Julian stood up. "Aldarn, would you please leave us."

"But,"

"It's alright." Julian said. "I just need to have a talk with our leader."

Aldarn looked to Caleb. He was sulking now, his once proud shoulders sinking lower and lower, rising only with the exasperated breaths he allowed himself. He did not look much like a leader. Or a warrior. Or a man even. He looked defeated. Aldarn had never seen his friend that way before.

"Of course." He motioned for the guards to leave first. He took one last look at Caleb and Julian before departing, but he left the torch on a stand by the entrance so at least the two wouldn't have to talk in the dark.

Once they had left, Julian walked up to his son. His face grew stern. "Get up."

Caleb did not comply.

Julian forcefully grabbed him and pushed him against the wall. "I said get up! You are the leader of the Resistance. Now start acting like one else the men may lose faith in you." His sharp words seemed to break Caleb out of his state albeit if for a moment. Softening, Julian held him by the shoulders. "Now, what is wrong, my son?"

"Did I really scream?"

"Yes, you did. I was coming to check up on you when it happened. Fearing that an assassin had somehow entered your room I took my sword and charged in. I can only imagine what must have gone through your mind at that point."

"I screamed." Caleb admitted. "That voice I heard. It was mine."

"Yes. Why, son? Why did you scream?" One look into his son's green eyes and realization hit Julian. "It was her again, wasn't it?"

"I keep seeing her in my dreams." Caleb began. "Her eyes…they are no longer human. She's terrifying but still the woman I love." He closed his eyes as if trying to shut her out of his mind. But she was there. No matter how hard he fought it, she was a part of him. A part he would never be able to get back. "I miss her, dad."

Julian sighed. He knew all too well the power a woman's love had over a man's heart. He also knew the terrible pain that came with betrayal. Julian knew that pain all too well. That was why when he spoke; it was the voice of experience. "Caleb, I know how you feel. Believe me. But you mustn't let her cloud your judgment. She is the enemy now. She will try to kill you just as she did before."

"But it's not her."

"It's not. It is who she has become. You think that when your mother betrayed me I didn't tell myself the same thing?" Julian's face turned away. "I kept telling myself that it was the Heart that changed her. Perhaps there was someway I could have reached her, but she was gone. The woman I loved was gone forever and I had to learn to live with it."

"How?" Caleb opened his eyes. He was clearly fighting back tears. "How do you do that? After everything you've been through?"

"By telling myself that I was the only one who could stop her and that if I didn't do anything she would bring misery and torment to countless innocent lives." He faced Caleb again. "And I knew that the real Nerissa, the good one, would want me to stop her from doing just that."

"So that's it? I'm just supposed to fight her?"

"You're going to have to."

"Well I don't." Caleb shoved his father aside. He grabbed his shirt and put it on. "I can't face her again."

"If we're to win this war you'll have to."

"But I can't."

"Caleb she'll kill you."

"But I can't kill her."

"She'd want you to."

"You don't know her."

"I know she wouldn't want to see you like this." He reached out to him. "As our leader, you must put your personal feelings aside for the greater good. Don't turn you backs on us, son."

"So I should just turn my back on her. Is that what you're saying?" He grimaced. "I'm not going to give up on her like you did with your woman." He brushed aside the curtain and went out.

Julian sighed aloud. He knew this fight would be coming eventually he just wished it wasn't now. They were just reorganizing and for his son, the leader, to be in this state would be demoralizing for the troops. He had to snap him out of it. He was the only one who could.

He didn't need to go far to catch up with him. In cramped quarters such as this there was only one place one could go to get some "fresh air". The rebel headquarters was located deep underground within a complex system of tunnels and caves. Hundreds of interconnecting pathways would lead either all the way up to the surface or further beneath the earth. Either way it was a very fortifiable position and damn near impossible to lay siege. While not as easy to get around in as the Infinite City back on Meridian, it was secret, easy to defend, perfect for laying ambushes and setting up booby traps, and most importantly of all allowed the rebel forces to function undeterred by the armies of Nerissa.

A great chasm served as a supply station for the camp. Great ladders, trolleys and lifts carried supplies, soldiers and weapons from one level to the next. It was here that a fuming Caleb stormed in. He ignored the salute of the guards as well as the confused looks he received from others while he headed for the chasm. He stopped on the ramp which provided an incredible view of the seemingly endless gorge. The entire thing was illuminated by a marvelous green light that beamed up from the planet's core. The caverns were filled with rich mineral and rock deposits that would be able to finance the rebellion for a thousand years and beyond. Money would not be an issue at least for this resistance force.

Caleb sensed his father approaching. "I don't need a lecture."

"You're not getting one." Julian stood beside him and leaned on the rail. "Why don't you tell me about that dream of yours?"

"I don't think,"

"I used to have nightmares too." He looked at him. "About your mother. Sometimes my friends would come in fearing I was under attack. I never spoke to them about my dreams. If I had it may have been a less of a shock when Nerissa finally did betray me. I was a wreck and it took me a long time to recover. Then it was too late. I had lost both my wife and my self-respect. The war against Phobos was the only thing I had. Well, that and you. Then I became a prisoner and now I had nothing at all."

Caleb settled down after that. "I'm sorry."

"I'm here now and that's all that matters. So talk to me, please."

The rebel leader wasn't accustomed to sharing his feelings. He took after his old man that way. Scary how alike these two were. Guess stoicism was a prerequisite for rebel leaders nowadays.

"I was fighting her." He began. "We were on Earth, I think, though everything was destroyed so I couldn't really tell. I tried to defend myself but she was just too powerful. Yet, somehow she could not seem to kill me. We were at a stalemate." He paused as if considering whether or not to continue. "Then something happened. It was as if her true self regained control. She begged me to stop her, to…kill her." He winced at the word. "To prevent her from hurting anyone else. She was holding onto what was left of her humanity. Keeping the monster at bay while exposing herself to my blade. I approached; duty told me I had to do it for the good of the universe. But I…I just couldn't. I couldn't kill her."

Julian listened intently. "Go on."

"I had my sword poised for the kill but I stayed my hand. Then when it looked like I wouldn't do what needed to be done, she did it for me. She…threw herself forward. My sword…pierced her heart." His fists clenched at his sides. "I tried to pull it out but it was too late. She died in my arms." Again he fought back tears.

Julian placed a hand on his shoulder. "I'm sorry, son. Dreams can seem so real at times. But it was just that. A dream."

"But it may come true, dad. I will have to face her again. And when the time comes I don't know if I can do it." He looked at Julian. "What will I do?"

"Your heart will know what to do when the time comes. Caleb," He turned him so that they stood face to face. "Do not lose faith. If we can somehow defeat Nerissa then we may be able to help her and the others." He did not like getting Caleb's hopes up. In truth, their chances of victory were next to nil. The chances of them defeating Nerissa was bad enough but the Guardians…they were another matter.

Still, Caleb needed to hear this. "Be strong, Caleb. We will find a way. I promise we will defeat Nerissa and save the girls. Somehow, someway. I promise you."

"Thanks, dad." Caleb smiled at last.

Julian smiled back.

A soldier came running up to them. "Lord Caleb! Master Julian. Lords Drake and Aldarn request your presence in the war room."

"Be right there." Julian said and the soldier ran off. He turned to Caleb. "Let's go." With a pat on the back, Julian led his son toward the war room which was located high above in a hastily built high rise situated on the side of the cavern wall. It required a lift to reach it as it was heavily guarded for security and privacy. Once the two men reached the war room they found a host of senior lieutenants awaiting them. Among the heavy hitters was Aldarn and Drake, the later once being the captain of the guard of Castle Meridian.

"What's up?" Caleb asked using Earth slang.

"Take a look at this." Drake motioned for father and son to approach the table at the center of the room where a large map was displayed. It was a place all at present were very familiar with. It was Meridian. Their home.

"Our spies have come into possession of what they believe to be plans to build a super weapon the likes of which has never been seen." Drake explained and as he did so guided the observers by pointing out key positions on the map. "The plans were found here, in the ancient fortress of Kazan." All eyes lit up in recognition as Kazan had attained legendary status by supposedly being impenetrable.

"It would be interesting to know how they managed that." Julian said, suspicion rising with his voice.

"That information is best left to our spy network." Aldarn said. "Besides, the message we received was from Vathek. If he claims this is genuine then it really is."

"He's never led us wrong before." Caleb said. Julian kept quiet for the remainder of the meeting though he would make it a point to look in on the matter later. "Go on, Drake." Caleb told the former captain.

Returning to the map, Drake traced a trail further south, out of the mountains and to the coast. "The agents managed to elude their pursuers and eventually made their way to Limen." His finger rested on a port city. "Where they met our contacts."

"No greater den of sin and debauchery in all of Meridian." Aldarn added.

"It's always been a lawless port." Drake continued. "Which is why it's been left alone for so long. It's the perfect place to hide since everyone generally keeps to themselves."

"Unless you're carrying a purse." Aldarn said.

"Or you have a bounty on your head." Caleb alleged.

"Or both." Drake moved his finger to the perimeter outside the city. "Unfortunately, the fortress has sent an elite squad to capture them. All the roads leading into Limen have been blocked and the surrounding woods are a deathtrap."

"What about ships?" The rebel leader asked.

"Pirates aren't the safest way to travel." Drake admitted. "And it wouldn't surprise me if a bounty's been placed on our men's heads. The minute they expose themselves they'll be beaten and dragged away in chains back to Kazan. If they aren't killed in the process, that is. And as luck would have it, it's monsoon season. The waters are torrential this time of year and the nearest friendly port is ten days away. If the pirates don't get them, the ocean will."

"Wonderful." Caleb began to pace about the room. "So what are our options?"

"Teleportation is out of the question due to the magical barrier that surrounds the city. It's prevents such forms of transportation mainly so the local government can keep a tighter hold on the residents. Helps them control what comes in and out of Limen without their say so. However, its range is limited to inside the city so we can sneak a few men into the outskirts."

"But then there are the patrols." Aldarn said.

"They can be circumvented by accessing this old mining tunnel. It's been abandoned for years and leads directly into the city's sewer system. From there we can infiltrate Limen and find our men."

"With all those patrols I doubt visitors will be able to remain inconspicuous." Caleb stopped pacing to say that little remark. Getting inside the city would be easy, he knew, it's being inside that worried him. From his experience, a plan always seemed to unravel right in the middle of the operation. In a way that was good. It allowed you to skip all other details and get right to the end: run like hell! "We're going to need one hell of a disguise."

It seemed all the air was sucked out of the room at that very moment. The candles dimmed, the air grew cold and all eyes were focused behind Caleb. It didn't surprise the rebel leader. Little surprised him these days. He turned around, knowing full well the smug, arrogant individual who he had been forced to save and sadly join during these trying times. The man stood in the shadows; how he loved to make an entrance. Despite his rugged clothing he still carried himself with the stride and demeanor of royalty.

Their eyes met and the tension was so thick one could have hammered away at it with a sword…and he'd only end up bending it.

"Guess that's where you come in." The young leader growled.

"Ah, my dear boy, I knew you would need me sooner or later. I told you from the very start this would be the beginning of a beautiful friendship. With us working side by side, Nerissa's days are truly numbered." Phobos smiled. The gesture was so empty and cold that all at once every candle in the room went out as if the devil had just stepped in.

---

I've been playing the Elder Scrolls: Oblivion for like a hundred hours so it really got me in the adventuring mood. The main focus is on Caleb though we'll get to see a lot of Phobos, Julian, Matt, Nerissa and the guardians too. I like what I've done so far. Why don't you let me know what you think?