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

Happy Halloween everyone!

WARNING: This horror fix is rated 'M' for extreme graphic violence. And I mean GRAPHIC. This fic is totally AU and is not related to any of my other fics. If Zombies, people getting eaten and or killed, or your favorite W.I.T.C.H. girl possibly dying a horrible death disturbs you, then feel free to skip this one. I won't take offence. If not, then welcome and enjoy…

W.I.T.C.H. Zombies

Part 1

Deep within the mystic halls of Kandracar a somber Yan Lin, Caleb, and Blunk stood before the Oracle and the council. Something dreadful had happened to both the Guardians and to Earth but the details were unclear. Yan Lin was visiting Meridian assisting the young Queen Elyon to learn how to use her growing powers as Queen of Meridian. The trio first knew there was trouble when Blunk's Tonga tooth failed to open a fold back to Earth not allowing the former Guardian to return.

It was several days later before the Council finally opened a hole for them, not to Earth but to Kandracar. Yan Lin stepped forward anxious to hear the news. "Oracle, what has happened to the Guardians, to my Granddaughter? Why could we not return to Earth?"

The Oracle held up his hand. "Please allow me start at the beginning. About a week ago there was a disturbance on Earth. Something had opened a small portal near the Sheitfield Institute so the Guardians were summoned to close it. But there was still the invader that needed to be dealt with. If any of us had known just how dangerous that one man was this catastrophe might have been prevented…

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Six Days Earlier…

Trying to locate one random person from another dimension was proving to be tougher than the girls thought. To make matters worse something was causing the citizens to riot all over the city. Matt had offered to help since he had regained his Shagon form after becoming a Regent of Earth. And since the riots seemed to be spreading they were grateful for the extra hand.

The riots had gotten so bad they were forced to reveal themselves to help protect the people trapped in the chaos.

"Is there something in the water? Everyone seems to be going crazy." Irma said as she tried to wash away some aggressive attackers without hurting them.

Hay Lin was in the air keeping an eye out for more rioter. They just kept coming nonstop. "Yeah, what's the deal? And is it just me or are they actually trying to bite people?"

Will zapped another attacker who tried to sneak up on them. "Something's really wrong here, I just wish I knew why half the city's going…rabid."

Suddenly there was a scream from across the highway. A woman holding a little girl in her arms was running away from five terrifying looking young men. "Damn!" Said Will seeing no end to the hoards they were holding off. "Can anyone spare a hand? That woman's in trouble!"

Matt blasted a large brick wall causing it to collapse blocking the rioters from advancing in his direction. "My area clear for now, I'll go help!"

"Thanks Matt!" Will said as she watched her boyfriend fly off.

The poor young mother had made a wrong turn and now her and her daughter were trapped in an ally surrounded by five insane young men. Matt swooped down and swatted the men away but it seemed like every time he knocked them down they just got right back up again. He held back though, he couldn't use his eye beams on regular humans, he might kill them. But as the attack continued Matt realized whatever was possessing them wasn't allowing them to back down. He had no choice but to take the woman and her child to safety. After that he could regroup with Will and the others. But as he turned to the woman one of the attackers clawed his right arm opening up a large wound.

"AHHhh!" He shouted in pain as he grabbed his now bleeding arm. It was then he finally got a good look at the attackers. Now that he was close up he could see that they were all severely wounded. Their close were all torn and bloody as well. Some of them had gaping wounds. And one guy looked like he was missing half his face. They attacked again. He was able to dodge them for a bit but one scratched him across the chest while another clawed him taking a chunk out of his leg.

With no choice left he was forced to use his eyebeams to fend them off. With out looking back he quickly gathered up the woman and her child and flew to a nearby roof top. Once he arrived and the two were out of immediate danger he collapsed in pain.

Timidly the young mother approached him. "Are…are you alright?" Matt took a deep breath and tour off a piece of his costume to wrap his arm.

"I…I'll be alright." As he wrapped his leg he could see her daughter also had a wound on her arm. "Is she alright though?"

She looked down at her blond daughter as she moaned in her mother's arms. "We were attacked by those men and one of them bit Jenny. I think they were sick or something she feels hot to the touch. I need to get her to the hospital!"

Matt was hurt but he knew since he held a part of the Heart of Earth he would heal a lot quicker then the little girl. "Give her to me, I'll fly her there."

She looked grateful but reluctant to surrender her child. "But you're hurt too…"

"I'll be OK but she looks like she needs help fast." The woman smiled in relief as she handed Jenny to Matt.

"Her name's Jenny Wood, and I'm Kelly Wood." The child stirred as Matt took her in her arms and held her close as he prepared to take off.

"My name's Matt, Matt Ol-AAHHH!" He screamed out as he felt a sharp pain in his neck. He was horrified to see little Jenny's teeth tearing and chomping on the back of his neck. "Je-Jenny, Stop! I'm trying to help you!" He tried to pull her away but grabbed and clawed at his chest like a wild animal. He tried to grab her but she viciously chomped on his left arm tearing off a large chunk of flesh.

"Jenny….Jenny stop it! He's trying to help you, what are you DOING?" Kelly cried out to her daughter as she tried to pull Jenny off of Matt. But Jenny did not want to let go of her tasty meal. She reached up and under Matt's mask clawing at his face.

"GAHHH!" the poor boy screamed as he felt the flesh from his face being torn away. Finally he was able to tear the child away from him and through her to the ground.

Her Mother Kelly ran to her, hoping to calm her down. "Jenny what's wrong with you?! What are you doin-" but her pleas were cut off. Jenny had turned on her own mother biting down hard on her neck ripping out her thought. Kelly's eye went wide then went dull as she bleed out.

Matt watched in horror through the one eye that wasn't damaged as Jenny continued to feast on her own mother corps. He was even more horrified when Jenny backed away as her mother got up. The mother and daughter then turned their attentions back on Matt. He quickly broke out of his shocked stupor and took to the skies where they couldn't reach him.

Finally alone in the clouds, he came to a frightening conclusion. "I can't believe I saying this but I've just been attacked by Zombies!" He tried to think of another explanation but came up empty. Even if they weren't actually Zombies or the undead one thing was clear…they were contagious. He saw it with his own eyes anyone who was bitten quickly became violent and attacked anyone around them. And he had been bitten at least twice.

He couldn't go back to Will now, he couldn't take the chance of attacking her again. After he had defeated Shagon and reclaimed his body months ago he swore he would never hurt her again. He waned to warn her…and tell her he loved her, one more time. But he couldn't go to her without putting her in danger.

And now he had another problem. He was quickly loosing blood from all of his wounds from the attack especially the one on his neck. He was getting dizzy and having trouble staying up in the air. He knew he didn't have much time but maybe he could land and leave Will a final message before…" but he couldn't get another thought out as lost consciousness and fell from the sky.

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Will and the others finally realized they were out matched and made a hasty retreat. The were flying across town and from their vantage point they could see that the chaos had spread a lot further then they had thought. There was riots and fire sprouting up everywhere with no end insight.

"What's going on? What's causing all of…this!" Will said pointing to the devastation below. Taranee flew up to her.

"Will, we need help. Maybe the Oracle can help us, or at least tell us what's causing everyone to go crazy."

Cornelia nodded. "She right Will, we need to know what we're fighting before we can hope to stop it." she said concerned as she rubbed her arm.

"Alright." Will said as she landed on a nearby roof. "Let's find out what's really going on here." But when she tried to open the portal to Kandracar nothing happened. She tried again and again but the portal was not appearing.

Now they were really starting to get worried. "What's wrong, why won't the portal open?" Hay Lin asked as everyone stared at the Heart in shock.

Will's hand shook as she held the Heart. "I…I don't know. It's almost like we've been…cut off." The fear was evident in her voice. It seemed like they really were alone in all of this chaos. Suddenly Will spotted something in the distance.

"It's Matt!" but she quickly realized he was flying very erratically. "Something's wrong, I think he's hurt!" No sooner had she voiced her concerns then she saw him fall from the sky and crash onto the roof of Sheitfield Institute. "MATT!" she cried out as she flew to him the other Guardians right behind her.

The sight before her was horrific. The love of her life had gapping wound all over his body and his blood was streaming from every one of them surround him in a growing crimson pool. He had landed hard, she could see half of his golden mask, broken from the impact, a good twenty feet away.

She rushed over to him and tour off one of her sleeves to try and bandage his wounds. There were so many but she concentrated on his neck wound first. "Oh my God, hang on Matt!" There was so much blood. "Just Hang ON!" The others gathered around staring in shock not believing their eyes. "Don't just stand there! HELP HIM!" Will shouted breaking the silence.

Cornelia came up with the idea to use the Heart to help his body heal. The Heart surrounded him in a warm pink light before fading away. She wasn't sure if it worked or not though. He had stop bleeding but that meant he was either healing or…she shook her head. She couldn't think that, not now.

Suddenly she heard Matt grown and tears ran from her eyes in relief. "Oh thank God! Matt hang in there were going to get you some help." she said putting a gentle hand on his shoulder.

As Matt came to, memories of the last few hours slowly came back to him and with a jolt he realize Will was right next to him. "No, Will…stay back!" he cried trying to push her away but this only seemed to draw her in closer to him.

"Don't worry, we'll get you some help. What happed though, who did this?" Matt could feel it, the infection or what ever it was, was coursing through his veins. It was worse then the time he felt himself loosing control to Shagon, this was devouring him alive leaving nothing left. There was no time, she had to leave NOW.

"No! Get…away! Infection…" He gasped clutching the mask less side of his face in pain.

Still, Will wouldn't leave. "You've been infected? By what?"

Matt gritted his teeth in frustration he was fighting for every once of control. "The bites…makes people…go crazy…and attack…" he gasped again as another wave of pain surge through him but he had to warn her. "I've been…bitten…leave NOW!" It was his last coherent thought before the agonizing pain was swallowed up by the infection, devouring what was left of his humanity.

Will was finally beginning to understand. The reason there were so many riots was because it was like a spreading disease…and Matt was infected. But realization came to late.

Before she could get any distance from him Matt turned his head towards her. She was frozen in shock and horror to see the visible part of his face was nearly all ripped off exposing bones and teeth under lacerated muscles, flesh, and blood. She couldn't move, not even when he grabbed her and started to eat her face.

The other Guardians reacted quickly. Hay Lin used her wind powers to blow Matt away from Will. Taranee and Irma gathered up their injured leader and headed inside the school while Cornelia make a solid stone wall coving their exit. But even with such a strong barrier they could still hear Zombie Matt pounding at it trying to get in.

The girls raced as fast as they could to until they found the nurses office. They didn't know if Zombie Matt had gotten in but they couldn't hear anything. This only served to make them more nervous.

Irma was tending to Will who was in pretty bad shape. Most of her face was either torn away or falling off. Irma managed to wrap her head to help with the blood loss. She was unconscious and her pulse was getting weaker. "Guys we need to get her to a hospital! I can't do much more for her and she's already lost a lot of blood!"

But Taranee shook her head. "I don't think the hospital is going to be the safest place for her. If this infection is spreading through the bites then anyone who's been taken to the hospital is going to go on the attack."

Cornelia rubbed her arm and stood up. "But we can't leave her here, she'll die."

"Or become like Matt." said Hay Lin softly. "That's what he said before…" she trailed off not wanting to remember the horrible attack on her friend.

"What do we do then?" cried Irma scared and frustrated. "This is like a…like a zombie apocalypse!"

The girls all looked at each other and then back to Irma. "I hate to say this but-" said Taranee but was cut off by Cornelia.

"You can't be serious!"

Irma got up and put a hand on the blonds' shoulder. "Cornelia I know this sounds crazy but look around you!"

But the Earth Guardian shoved her hand away. "No! This can't be happening this isn't a horror movie!"

Suddenly, like a scene right out of a horror movie, Will sat up yanking the bandages away from her face…what was left of it. Her once cute features were gone replaced by a bloody skull. She reached out and grabbed Taranee, who happened to be the closes girl to her, and bit half of her lip off. She then used her newly grown claws and slashed her across the arm and finally stabbed her in the side puncturing her heart. The entire attack lasted only a few seconds but with those few seconds they lost Taranee along with any hope this was all a bad dream.

Hay Lin shrieked but this only got Zombie Will attention. Will jump and tried to attack but Irma shot her back with a jet of water. "Come on! We need to get out of here!" Hay Lin and Irma were almost out the door when they noticed Cornelia staring frozen at the sight of two of her friends, dead…and trying to kill them.

Irma grabbed the blond and yanked her out the door. "Come ON!" Once they were out the door Cornelia used her telekinesis to move the lockers in front of the Nurses office. It didn't hold very long since Will used her lighting to zap though, but it bought the three remaining Guardians enough time to escape to another part of the building to an unused classroom.

Sitting down they all took a breath and assessed the situation. Irma was first. "I think it's safe to assume we really are in the middle of a zombie invasion."

Hay Lin put her arms around her legs where she sat. "What do we do now?"

"First we need to get out of this building we're sitting ducks in here." Irma exclaimed and Hay Lin agreed.

"And then we need to get out families to safety."

Irma used a piece of calk and went over to the black board and drew a crude map of the city. "This is spreading too fast we need to contain it before it spreads to far to control. After that we can try and rescue any survivors."

Hay Lin nodded but noticed Cornelia hadn't said anything. "What's wrong Cornelia?"

"What's wrong…WHAT'S WRONG?! Will, Matt and Taranee are all dead and trying to kill us! How can you be so calm?!" She shouted tears streaming down her face.

Irma calmly walked over to the taller girl and slapped her. "Get a hold of yourself!" Cornelia instantly went silent at the unexpected assault. "And keep your voice down, if they break out or if Matt breaks in and they find up, we're toast!"

Cornelia was silent but Hay Lin voiced a concern she was having. "So we're just going to keep running away?"

Irma looked pained as she replied. "While I don't want to hurt anyone we have no choice but fight them off if we're cornered."

Cornelia headed for the classroom window. "Let's just get out of here before-" but before she could even open the window dozens of zombies smashed through the glass trying to reach inside.

Hay Lin pulled her away as they all ran out the door. "We need to get to the roof, then we can fly away." They quickly ran through the halls and it wasn't long before they spotted the stairwell. Hay Lin shoved the door open. "Come on, before they catch-AAHHH!" she screamed as a mob of undead zombies hiding in the stairwell all reached out pulling her into their den.

"Hay Lin!" shouted Irma and Cornelia as they tried to get their friend out.

"Get out of here!" called Hay Lin from within the mob. And with a burst of air she closed the doors keeping the zombies from her friends…and locking her in the pit of hell. She was already bitten, she knew it was just a matter of time. "But that doesn't mean I'm going down without a fight!" Even as she was attacked in a loosing battle the Guardian of the air fought on until the very end.

Cornelia and Irma pounded on the door but it was no use, Hay Lin was gone. But they had no time to grieve the zombies from outside were right behind them. With new found rage for the loss of all of there friends they were able to dispose of the hoards, but they just kept coming.

"Irma, give me some cover! I'm going to make a new door!" As Irma hosed down the endless hoards of the undead Cornelia reshaped the hall to go straight up and punched a hole through the roof. She also surrounded themselves so the zombies couldn't get in the vertical tunnel too easily.

"Great Job C! Now lets get…Cornelia?" But instead of fallowing Irma to freedom the blond collapsed on the ground. "Cornelia what's wrong?"

The blond laughed sadly and she rolled up he sleeve revealing a bite make.

Devastated Irma back away in shock and in grief. "You were…Oh God! When did you-"

"At the riots this morning. It was just a little scratch…I didn't think…" she gasped and clutched the wound. "Get out Irma!"

"But-"

"Get out I'm already dead! Find my family and get them to safety…and tell Caleb…tell him…that I…" But the infection won before she could finished her last sentence. Then the zombies finally broke through. Irma had no choice but to fly away while the zombies feed off of Cornelia.

With tears in her eyes Irma flew out as fast as she could. She was alone, she was all alone now, but she had an important mission to carry out. And so help her she was going to-"AAHH!"

But her thoughts were cut off as she was struck but a green beam. She had forgotten, Matt was still outside…and could still fly.

He struck her right in her wings knocking her out off the air. She landed painfully hard on the roof and had to take a moment to right herself. When she looked up she could see the bloodied half masked Matt staring at her, but he wasn't alone. Will still without much of a face was right by his side much like she had in life.

"Don't be afraid Irma." Irma was shocked to hear the undead Will speak. Zombies weren't suppose to talk.

"I'll be over sooner then you think." Matt said coming closer to her. Irma tried to back up almost bumping into Taranee who had flown up to join the party.

"It's not so bad Irma, I know we look pretty bad but really you can't feel pain anymore." The fact that Taranee sounded logical like her old self unnerved the water Guardian even more.

"Besides we wouldn't be W.I.T.C.H. with out our "I" called out Hay Lin as she landed on the roof. Despite her smiling face she looked truly horrifying. There was barely any flesh left on one of her arms and leg. She had claw marks slashed across her face and some of her intestines were hanging out of her stomach.

Irma tried to stand but quickly realized she had twisted her ankle in the fall. To make matters worse Matt's eyebeams had damaged her wing making flight an impossibility. She was trapped, the only thing she could think of to escape was to try and reason with them. "Guys, I'm sorry for what happened to you, I really am but you have to let me go! I promised Cornelia to get her family to safety and I'm sure you want to save yours as-"

"It's too late for that Irma." Irma instantly recognized the voice. It was Cornelia barely recognizable. She had chunks of flesh missing from many parts of her body but what was more shocking was that the lower part of her face was completely torn off. She had a dead look in her eyes as she spoke, which was not surprising.

"Look around you Irma, it's already too late." Irma looked around in horror as she saw the city in flames and army helicopters and tanks creating a barrier. "Their not letting anyone out alive. Besides, we can't let you go."

"Wh-why not?" She stuttered as the group surrounded her.

"Because…" Stated Will as the Guardians and Matt each grabbed a hold of the struggling Irma. "…We're HUNGRY!"

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Present Day Kandracar…

The Oracle hung his head in sadness as he recanted the end of the Guardians. "After the Guardians and the Regent of Earth were all infected, the plague quickly spread throughout the entire planet. I'm afraid the Earth is lost."

Yan Lin had broken down in tears along with Blunk after hearing that she had lost her family, her world, as well as her granddaughter. After a few moments of stunned silence Caleb became angry.

"If you knew about the plague why didn't you allow the Guardians into Kandracar when they needed help the most?"

Halinor came forward. "Cornelia was already infected and there was a chance the others might have been too. I know it sounds cold be we could not allow the plague to enter the Infinite dimension. It could have spread to any number of worlds from here."

Caleb balled his fist but took out his anger and grief on a near by pillar. After gaining some composer Yan Lin once again faced the Oracle. "What of the Heart of Kandracar?"

The Oracle had an odd look in his eye as he responded. "I'm afraid that's were we made a fatal mistake."

Caleb look back at the Oracle and the council with suspicion. "What do you mean fatal mistake."

"I'm afraid we mistakenly thought that the Heart would leave the keeper upon her death. And when we sent a messenger to retrieve it, it appeared abandon. Little did we know the Guardians were laying in wait and used the messenger's portal to enter Kandracar itself."

Caleb was astonished by this shocking news. "What do you mean? Did you destroy them?"

"Oh no." said the Oracle and now Caleb was sure he saw him smile. "There're still here, in fact that is the reason you were summoned. "

Caleb's eyes narrowed as his hand reached behind his back for his sword. "And we were summoned here because…"

"Because…" The Oracle began as the glamour surrounded him began to fade. Now the one standing before Caleb, Blunk and Yan Lin was not the Oracle and the Council of Candracar but Zombie Matt and the Undead Guardians. Matt smiled as he eyed the three as the girls surrounded them. "We're HUNGRY!"

… to be continued

You can see a pictures of W.I.T.C.H. Zombies at my Deviant Art Page:

Http : // shagonsheart. deviantart. Com /art/ W-I-T-C-H-ZOMBIES- 68605957

Just take out the spaces.

Joins us next time for the conclusion of W.I.T.C.H. Zombies.