This is my first attempted of a W.I.T.C.H story. It's a great show and I thought I would give it a try.

This fic is set after the end of season 2, and follows Matt, Napoleon and Mr Huggles (the Regents of Earth), as they try to protect Lillian Hale from a threat she doesn't know exists.

Please leave a review to tell me what you think and I'm sorry for any spelling mistakes.

Disclaimer: I don't own W.I.T.C.H

Enjoy!

Regents: An Ancient Incursion

Mr Huggles the dormouse was perched peacefully on Matt Olsen's shoulders as he walked down the cool evening streets of Heatherfield. He hummed the tune of a new song he was composing as he made his way towards the Hale's apartment where he was to babysit the young Lillian Hale for the night.

He hoped this time babysitting would be normal. 'As normal as normal can be.' He thought with a chuckle. The last time he babysat Lillian, the Heart of Earth, ended with him, his pet dormouse Mr Huggles and her pet cat Napoleon (who was also her familiar) being made the Regents of Earth, each holding one-third of her power until she was old enough to use it.

He entered the apartment complex and took the elevator to the correct floor and rang the doorbell. The cheerful face of Elizabeth Hale greeted him. "Oh… Hello Matt. Please come in." She said. Matt thanked her and entered the spacious apartment. "We'll be out most of the night and I don't know when we'll be back. Cornelia's off visiting Elyon for her birthday, otherwise she would be here."

That was only partly true. It was actually Elyon's first anniversary since taking the Meridian throne and Cornelia was helping prepare for the celebrations.

"It's okay Mrs Hale. I don't mind watching Lillian." Matt assured her. They then talked through the standard instructions, contact details and payment before Mrs Hale left to check on Lillian. Matt lowered himself on the soft couch and petted Mr Huggles who was now lying next to him.

"Mattie!" A thick and distinctive voice said next to him. Matt turned to see a black cat looking up at hit with large green eyes.

"Hay, Napoleon. How've you been?"

"I'm fine. It's real great here. Play time is so fun and Cornelia is really great to talk to." Napoleon said sarcastically as Matt chuckled. Mr Huggles was also doing his equivalent of a chuckle. "Shut it rat!"

"Come on Napoleon, It can't be that bad." Matt said.

"Have you ever been force into a tutu for a tee party with stuffed animals?" Napoleon countered.

"It's your job, get over it." Matt said with an amused smile.

Napoleon mumbled something under his berth as he moved and curled up in a ball on the other end of the couch.

"Sir Matt! Sir Huggles!" A young voice called. Matt turned to see Lillian running towards them. He smiled and lowered himself to his knee in a bow.

"Queen Lillian." He said. Mr Huggles also bowed and chirped on the couch.

Lillian giggled before saying. "Arise, my brave knights." Matt and Mr Huggles obeyed, she still beleved it was a game. Lillian also didn't notice the unnaturally obedient dormouse. Mr and Mrs Hale were also chuckling as they approached.

"Now be good Lillian. And when 'Sir Matt' says its bed time he means it."

"Yes mom." Lillian said before they said their goodbyes.

It was eight o'clock and Lillian was settling into her bead. "Tell me another story Sir Matt." She asked.

"Well ok." He said as he took a seat at the end of the bead and began to think. "What kind of story."

"One like last time." Matt let out a nervous chuckle, silently thinking 'I hope not.'

"Ok…" Matt began. "There once was this far off kingdom called Meridian. Only this kingdom was ruled by an evil Prince called Phobos who was draining the life of his people to make his magical powers stronger." Lillian gasped. Napoleon (if he could) would have face palmed at the story.

"Yeah, real original kid." Napoleon silently muttered before leaving the room to his place on the couch. Matt closed the door and went back to the story.

"Off course the people of Meridian didn't like this or the harsh ways they were treated. There were rebels who fought against them lead by a brave young man called Caleb…"

"Cornelia's boyfriend?" Lillian asked with a raised eyebrow.

"Hay… Her best friends are your fairy guardians and I'm your loyal knight." Matt pointed out, it was actually the truth but Lillian didn't know that.

"Yeah… Continue." Lillian commanded.

"Caleb and the rebels couldn't defeat Phobos and his evil minions alone so one day Caleb tried to escape and find help. He rode all day and night through the vast lands of Meridian, dogging patrols of Phobos' solders and evil beasts."

"Where did he go?" Lillian asked.

"To the beautiful kingdom of Earth, where he requested an audience with Queen Lillian."

"What did I do?" Lillian asked with a curious and happy smile.

"Well, you didn't want to put your people in danger with war but you wanted to help the people of Meridian. So you agreed to let your fairy guardians go with Caleb to help save Meridian…"

Napoleon was lying silently on the couch, drifting off to sleep. His sleep was suddenly interrupted when a loud tearing sound echoed through the room, a blue light shone on his face. Napoleon's eyes darted open as He jumped up in surprise. A fold had opened in the Hale's living room.

Napoleon dived behind the couch as a large black three-headed dog walked out. Its fiery blood red eyes, all six of them, darted around the room as he sniffed around. Napoleon gulped and used his ability's to form a small glamour zone to hide his sent. The three-headed dog moved to the side as a man exited the fold.

He was tall with long ash-black hair and beard. His face was old, tired yet showed great power and dominance. He wore black robes and an armoured chest plate, legs. He looked around the room and gave a dark chuckle.

"So this is where the Heart of Earth resides." His old, dry yet powerful and deep voice said. He chuckled again, sending shivers of fear and dread down Napoleons spine. He turned to the dog-like beast. "Cerberus, fetch me their soles."

"Oh-no." Napoleon gulped as he shivered behind the couch.