Disclaimer: This a story based upon W.I.T.C.H and author Lexvan's story. I do not own W.I.T.C.H. or the characters from either the W.I.T.C.H story or from Lexvan's series.

XXX

As soon as the group stepped outside, they could immediately see a city, burning in the distance: screaming, burning and weapons clanking could be heard. Seemed Havicus had already arrived at his destination.

"Where's Elyon and Mia?" asked Wil, looking for the duo.

"They'll catch up, we gotta move!" said Cornelia, pointing at the burning city.

"Guardian's go!" said Will, flying into the city, the girls behind her, with Matt carrying Caleb behind.

"Alright Phase, Barrier. You got an important assignment here: Barrier I want you to cover the civilians and Phase I want you to help with any trapped citizens," said Angelo.

"Alright. If you think that is best," said Alchemy, AKA Barrier.

"Let's go!" said Angelo, motioning his group to advance on the city aswell. 'Remember. Watch eachother and keep the link up.'

'Understood,' replied the Battle Warriors mentally.

Soon enough Cassidy exited the portal aswell, catching up to the Battle Warriors.

"Thanks for not waiting," said Cassidy, joining Angelo, Alchemy and Martin in the air.

"Sorry! But that..." said Angelo, pointing at the burning city.

"Oh my..." exclaimed Cassidy, seeing the devastation from afar.

"Try to stop the flames!" said Martin, eyeing the situation. "..so the civilians can escape."

"OK!" replied Cassidy.

Soon later, the sister-duo exited the portal last, as the portal soon closed on them.

"Where is everyone?" asked Elyon, looking around for the others.

"Over there," said Mia, pointing at the burning city. "They must've hurried there!"

"Then we gotta go asw-" said Elyon, before getting picked-up by Mia, and put on her back.

"Hold on!" replied Mia, before speeding towards the city.

XXX

At the city, it was a nightmare: people screaming and everything burning. People running and weapons clanking, yet at this part of the city, there weren't any assailants...yet.

"Okay! Taranee, see if you can snuff out those flames. Hay Lin, clean out some of this smoke around us," said Will, getting a nod from the Fire and Air Guardian.

Soon enough, the flames started to die down, and the air became more breathable.

"OKAY! Everybody make a run for it! We'll cover you!" yelled Irma, to the various people around. They soon started to file, towards the exit, south of them.

The Battle Warriors soon joining them in the district.

"You can move along...WE got this covered," said Cornelia, waving their accomplishment in the air.

"There are still more people here. Phase, Barrier go!" said Angelo to Alchemy and Mandy, the two female Warriors starting to work immediately.

"Get your own city-block!" yelled Cornelia, a little-off about getting their job taken over.

"People please! We're all friends here, we go-"

"THEY COME!" yelled a frantic man, interupting Hay Lin' talking and running past them in haste, startling the other citizens to run faster aswell.

"We got company!" said Caleb, pointing to where an undead army was slowly approaching: bowmen, spearmen, swordsmen, axeman...even undead riders - all of them skeletal in appearance with green-glowing eyes and battle-worn equipment.

"Ohhh...they smell worse than Blunk!" said Irma, catching a whip of their scent.

"Focus! These aren't someone we can talk with! They're mindless grunts, who'll shown no mercy. But them to rest," said Angelo, ready with Guardians. Soon then, the horde front charged forward, moaning as their battle-cry.

'Strength. Hit it!' said Angelo mentally to Nigel. Smashing apart the road the horde was on, the frontal part, falling into the fissure.

"Easy!" said Nigel, proud of his feat...until they started to climb out the fissure, and charge again.

"Please..." said Cornelia, conjuring vines to wrap around the undead. "..thank you..."

"Don't be so sure!" yelled Irma, the skeletons started to hack at the vines, the captured ones aswell. Soon breaking free and re-charging, and closing the distance.

"Come on!" yelled Mia' voice, reaching the group with Elyon on her back. Depositing her in the group, then sending multiple dark-energy bolts at the horde - sending one-third's of them back as a pile of bones. "You need to smash them apart! They keep attacking you, until your down or they are!"

"Okay! Everyone, engage!" said Angelo, sending the Battle Warriors at the horde.

"Guardians! Attack!" yelled Will, motioning the Guardians to attack aswell.

Will sent multiple lightning blasts at the undead, smashing apart a good number. Irma sending massive torrents of water, from the nearby water-barrels, at the undead to slow them down. Taranee blasting them apart with precise fire-blasts. Hay Lin and Cassidy freezing-up and blowing away any nearby skeletons who closed the distance on them. Caleb engaging the undead head-on, decapitating multiple skeletons, while Matt covered his back with energy blasts. Angelo and Elyon, blasting the various undead knights that close-in. Nigel smashing apart any undead. Eric and Mia engaging the skeletons with hit-and-run tactics. Martin blasting the undead, from up high. While Alchemy and Mandy protected and evacuated any remaining citizens.

Yet the they're numbers seemed limitless, for every group that fell, more joined their brethren. Coming from other parts of the city - gathering at the group' location.

"How...many...are there?" asked Elyon, blasting wave after wave of skeletons away.

"Their numbers can't be limitless...they have to run out of fodder sooner or later!" replied Mia, sending skeletons flying with energy-waves. Yet farther away, where no eye could spot, the Horror of the North was watching, the light breeze floping his hood around.

"Time to die Guardian..." said Havicus, raising his hand, which started to crackle in green energies. Slowly collecting into a dark-green sphere, focusing a good portion of his magic, to wipe-out a specific person in one-shot...then flicking it at the their leader - Will.

Nobody noticed the green energy-bolt, flying through the air, heading for Quintessence Guardian...except for Mia.

"NO!" yelled Mia, speeding towards Will, who had her back turned. But Mia' voice caused the others to look-up.

"WILL!"

"BEHIN-"

"LOOK OUT!"

By the time Will turned, she could see the death-bolt at her, a few feet away...and the shock on her friends' face. A second...then she felt herself being pushed away, the energy-bolt barely missing Will, yet hitting someone else - Mia. Both of them crashing into a nearby wooden-wall.

"Owwww...thanks for the save..." said Will, rubbing her head and slowly getting up...yet she got no response. Mia was slumped nearby, her black shadows around her gone, and she wasn't moving. "Mia? MIA!"

Turning her around, Mia' face was pale, as if the life had just been drained out of here, lifeless eyes and a blank expression on her face. Also nearby Elyon, felt a sharp pain near her heart...then saw her predicament near Will.

"MIA!" screamed Elyon, flying towards Mia, who was sloushed in a crying Will' arms. "Nonono! Don't be dead! MIA!"

"Ohmygawd!" said Cornelia, seeing the side. "Elyon...are...she..."

"WE GOT TO GET HER, OUT OF HERE!" screamed Elyon frantically, tears in her eyes.

"Oh how so..." replied a voice, coming out of the mist - Havicus. "...I wanted to kill the Keeper...but you take what you can."

"You! Will! Not! Touch! Her!" yelled Elyon, clutching Mia' body in her hands.

"Indeed you won't!" replied another voice, folding to the city - the Oracle.

"YOU!" yelled Havicus, starting to sending volley after volley, of green energy-bolts at the Oracle, whom blocked all his attacks with an energy-shield.

"Heroes, you must flee!" said the Oracle, blocking Havicus' attacks.

"To Meridian!" said Elyon, folding her and Mia to Meridian.

"Come on!" said Will, having open a portal to Meridian aswell. The group making their way aswell. "Oracle! Come on!"

"Coming Guardian!" replied the Oracle, sending the energy-shield careering at Havicus, knocking him and his army down, before retrating into the portal.

XXX

Arriving at Meridian, they could see that they were in Elyon' room. With a crying and frantic Elyon was trying to revive her sister.

"Wake up! Wake up, damn you!" said Elyon, pouring some of her energy into Mia, every second.

"Elyon, sh-"

"NO! I won't turn my back on her! Not on my only left family!" snapped an angry Elyon at Miranda, her eyes red from the crying. Then turned her attention back at her sister, this time focusing almost half of her energy into a sphere. "WAKE...UP!"

A loud gasp echoed across the room, as the life returned to Mia' eyes, before she fell back unconscious.

"Thank...good...ugh," said Elyon, before collapsing from exhaustion.

"Elyon!" said the group in unison, seeing Elyon collapse aswell.

"She's okay...just weak," replied Angelo, checking on her.

"The two need their rest, and the rest of you need to regain your strength for the battles ahead," spoke the Oracle, to the gathered group.

XXX

A/N: Elyon and Mia are both out-cold, while Havicus' army grows. Can our heroes recover?

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