Disclaimer: I do not own W.I.T.C.H.

Authors Note: This is based on the USA cartoon version. I've mixed both season one and season two together. So please, enjoy.

The town was quiet. No one seemed to be out. The only thing that appeared to be alive was a young red headed girl who flew quietly though the night. Her shimmering wings beat quickly to keep herself aloft as she scanned the ground below. Her name was Will Vandom. And she was the leader of the Guardians of the Vale.

Strands of her short red hair flew to the side, whipped back by the force of the wind as she made her rounds of the city. There was something evil in the air, and she didn't like it. She thought about calling the other guardians for back up, just in case, but she didn't see anything. I'll be fine. She thought to herself. All though Yan Lin had taught the guardians to go with their gut, Will didn't have an overwhelming sense of danger; Just the sense evil.

Will rounded the corner and flew on in silence for a few moments before she halted. She hovered in the air; the only sound was the gentle humming of her wings. She closed her eyes and listened. There was something there. And she didn't think it was a creature of the night looking for something to eat. Suddenly, out of no where, a great rush of wind headed straight for her followed by a giant tale. Will opened her eyes just in time to feel the massive tail slam into her, sending the guardian sailing though the air and down to the ground. She cried out as she tumbled into the grass. She quickly got back up and jumped into the air. Cedric. She thought. How did he get though the vale without anyone knowing? This was very befuddling, but Will didn't have time to dwell on the matter.

"The guardian." Cedric hissed as he slithered over the pavement towards Will. Cedric was a creature of Meridian. He was Phobos' right hand man and also a transformer. He could change his human shape into that of a huge snake. That was the form he possessed now. Cedric let out a might yell. In response, Will said to herself, "Well, if the other didn't' hear that, then they must be deaf." She chuckled then put on her game face. "What do you want Cedric?" Will yelled at the beast.

"That is none of your concern little guardian."

With a battle cry, Cedric lunged after Will. She evaded his attack by flying to the right then up and over. With quick reflexes, Will shot her lightning at Cedric. He held up his arms as a shield then swiped his tale at Will again. Will was ready this time. She quickly flew down and around going in between the loops that Cedric's body made.

Reaching the other side, she flew up to his eye level, but made sure to stay back. "Hey lizard boy!" She cried as she shot a few more bolts of electricity at him. Cedric cried out in pain. He slashed his tale at Will again. This time it was too quick for her to see coming. Will was sent hurtling backwards into a brick wall. Her back slammed into it followed by her head. She fell to the ground with a thud.

Lying on the ground limp, Will struggled back up. Her vision clouded slightly as she swayed on her feet. She took a week jump then flew back into the air. She was immediately met with another blow. This one stronger than the one before. She cried out as she was sent sailing though the air again. This time she hit the ground hard and was sent skidding across the pavement. Her head throbbed and her chest ached. Never had she felt such force come from Cedric before. Did he get like a mega upgrade or something? She thought to herself. Now would be a really good time for the other guardians to show up.

Once her head, for the most part, was cleared, she flew high into the air and out of Cedric's reach. She needed to find away to at least wound him some how since she was the only one. An idea came to mind. "Hey! Lizard boy!" She cried again at Cedric. He looked up and was soon blinded by a great flash of pink light. Will took this momentary distraction to fly back to the wall she had hit and use it was a weapon. The wall was part of an abandon house, so she didn't think anyone would miss it. With all the strength she had and the use lightning power, Will shoved the wall over and onto Cedric. He yelled out as Will flew back into the sky. "This isn't going to hold him for long. I need the other guardians."

Bring the crystal to her face to magnify her telepathy, she said quietly, "Guardians, I need you. Come to me, now."

******************

Down on the other side of town, four other girls with a young man sat around a dinner table. "I hope Will is alright. She should be back by now." Hay Lin fretted.

"I'm sure she's fine." Cornelia said. "She's tough. If she needed any help, she would have let us come with her."

"Oh… I just have a bad feeling about this." Hay Lin replied to Cornelia.

Taranee stood up suddenly. "What is it Taranee?" Irma asked.

"Did you hear that?"

"Hear what?" The young man, Caleb, asked.

"It sounded like someone was calling to me."

"You mean telepathically? But we didn't hear anything Taranee." Hay Lin said.

"Wait! Quiet. There it is again."

Everyone was silent as Taranee concentrated on her imaginary voice.

"Oh my gosh. It's Will!" She cried suddenly.

"What?" Cornelia said. She paused suddenly. "Oh my gosh, I hear her too."

"We all do." Iram said.

"Quick, she needs our help." Taranee said.

At once, all five of them rushed out of the dinner door and onto the deserted streets.

"Where is everyone?" Hay Lin asked as they all ran at top speed.

"This is eerily quiet." Caleb said.

"Do we even know where she is?" Cornelia asked.

"I think she's near the west end of town." Irma said.

Cornelia groaned. "That's like two blocks away."

"Stop complaining Corny, Will needs our help." Irma replied.

The girls and Caleb ran as quickly as they could. When they rounded the same corner Will had, what they saw surprised them greatly. Will was battling Cedric alone and it looked like she was badly injured. Will glanced over and saw her friends. She smiled as she tried reached for the heart of Kandrakar. Suddenly, she received a mighty blow sending her into another solid object. The blow was monstrous, leaving Will crumpled on the ground, still. "WILL!" Everyone cried. Cedric hissed as he slithered towards the girl's still body. But just as he was about to pick up her limp form, a blinding pink light sent him backwards. Quietly, Will had said, "Guardians, unite."

It was a light show; each girl was evolved into the color of her element. Irma into a dark blue; Taranee into orange; Cornelia into a green light, and finally Hay Lin into a light blue. The light surrounded them like cocoons as they transformed. Up in the air, the girls hovered over Cedric. Hay Lin cried, "Keep your grimy claws off her." All four guardians attacked. Caleb was about to join in when Cornelia called to him, "Get Will out of here." He nodded his head and raced towards her. He lifted her still body off the ground and slung her over his shoulder. He raced back the way they had come and found a safe place to hide with her. His mind screamed to him that he should help, but he couldn't leave Will alone.

Suddenly the battle was over. The guardians flew back to Caleb and Will. "Did you defeat him?" Caleb asked.

"No." Irma said. "He just left."

"Strange." Caleb said. "He must have been searching for something. But what?"

"It doesn't make any sense." Taranee said. "The way he was acting. I would have expected more from him or something."

"Well, whatever he was searching for, he will be back." Caleb said. "Come on, we need to get Will back to Yan Lin."