Band of Brothers

by tears-in-rain

As the evil of Shadow Haunt threatens to engulf the rest of the universe, the specialists of Red Fountain must bond together to survive new obstacles, aid the Winx Club and pass their junior year. Sequel to Brothers at Arms

10. Reaching For the Sky

Since I had a few mixed reviews form the last chapter, figure this would be a good time to respond to all those people telling me to change my ending; sorry, but I am not changing it. I understand that some people might not agree with me, but I made this decision based on several factors, first and foremost being that it's my story and I get to decide how it goes. I'm not going to give into peer pressure and change what I've written just because somebody doesn't like what they read. The second reason I not changing the ending is because – whether people approve of it or not – sex is becoming a typical part of high school students lives. Whether they're doing anything or not, puberty is the time when people become of their sexuality – it's biology, you can't change that – and I'm trying to write a story based on typical (and not so typical) issues that a bunch of high school boys would go through. And what's so scandalise about a teenage girl expressing her feeling physically in a monogamies relationship? It's not like she's whoring herself to some stranger, and just because she's a princess doesn't mean she has to live up to a high moral code than the rest of us. She's a free spirited, self-centred, sometimes offensively blunt teenage girl who I believe wouldn't let her title stand in the way of anything she wanted. And finally, no had any problems when I gave Riven and Darcy a sexual relationship, so why is it different if I put Stella in that situation? Now I'm not going to get all feminist about this 'cause that's just annoying (Layla) but you also can't argue that it's alright for Darcy because she's a villain. You don't have to be a virgin to be a goody.

But if you still disagree with me, just think of it this way; if the Winx Club ever get stuck in a situation where they have to sacrifice virgins to please the volcano gods, at least Stella won't be one of the ones hurled to her death in the lava pit.

Anyway, onto the next chapters. It's very long (about the same length as Party Monster if you can remember how long that one was) and has an oddly named chamber in it which I am spelling exactly the way it sounds because it sounds so stupid that i couldn't resist.

---

Chapter Ten – Reaching for the Sky

Javelin wasn't in the classroom when Sky and the rest of the Red Fountain juniors arrived for their lesson, which was very unusual for the silent teacher. No matter what was going on else where in the school, Javelin could always be found in his room five minutes before class started. That didn't mean that his classes always started on time since the thin man would often sit at his desk or at the back of the room, completely enthralled with whatever he was doing, but he was always there none the less.

"Maybe he got fired," Riven speculated.

Brandon looked up from the notes he was glancing over, an almost insulted look on his face. "Why would they fire him? He's been here for years. As if they'd let him go."

"Well where do you think he is, then? Kidnapped by ninjas?"

"No. That's Sky's theory."

"Leave me out of this," Sky ordered as he started massaging his temples to try and relieve some tension. His blonde head was too full of thoughts about his relationship with Bloom to let himself get dragged into some foolish discussion. He saw Riven roll his eyes, but the prince refused to rise to the bait.

"Are you alright, Sky?" Timmy asked. "You've been really . . . I dunno . . . distracted recently."

"I've just been thinking, that's all," Sky assured them. A silence followed as three pairs of eyes stared into the prince, waiting for him to elaborate. Sky tried to ignore them, but it was actually quite unnerving to have the three of them watching him like that. "About me and Bloom and where our relationship is going. You know that we've been dating for almost exactly three months now?"

"Ooh, make or break time," Brandon nodded, noticing the crucial time frame in a relationship that Sky was quickly approaching while Timmy and Riven looked completely clueless. But when he digested what Sky had said a little further, his eyebrows frowned in confusion as well. "Wait a minute. Three months? No way, it's been longer than that."

"Yes, but you've got to remember that there was that week last year when Bloom found out that you and I switch identities and she stopped talking to me," Sky reminded his squire.

"How could I forget that?" Brandon sighed. It still made his stomach turn every time he thought about the Day of the Royals last year that resulted in him being forced into social exile from all his friends.

"What does three months have to do with anything?" Riven asked. The only real relationship he had ever been in had skipped all this courtship drama that Sky and Brandon were putting themselves through, so he had no idea what half the stuff the two Eraklyains worried about meant.

"It's the make or break point in a relationship," Brandon said again. "You've got to either end it or take it to the next level."

"What? They have a time schedule for relationships now? That's the most ridiculous thing . . . I've . . . ever . . ."

Riven trailed off as his violet eyes moved towards the door and what he saw caused all former thoughts to leave his mind. Sky, Brandon and Timmy – who all had their backs to the door – watched as the most particular expression crossed Riven's face and it took them a few moments before they could identify it; pure, unbridled, glee.

"What?" Sky asked, looking over his shoulder towards the door as Riven collapsed onto the table in front of him, his body heaving in uncontrollable laughter. And when Sky saw who just entered the room to cause his normally moody friend to act such a way, his blue eyes widened while Brandon ended up in a state much like Riven. "Lex? What . . ?"

"Shut up. Shut up. Shut up," was all Lex said as he made his way to his seat, his eyes fixed on the floor to avoid making eye contact with any of his classmates. All around him, the class were either staring at him in pure shock much like Sky and Timmy, or else they were laughing so hard that they no longer had the strength in their legs to stand on their own.

"But . . . your hair . . ." Sky gasped. "It's . . . It's longer . . ."

"And it's lime green," Timmy added.

Normally, Lex wore his hair short and spiked, but today he had arrive to class with long, shaggy hair that reached past his shoulders and, like Timmy had said, it had changed from its usual black colouring to lime green.

"I was at Cloud Tower last night, you know, hanging out with Dominique," Lex said very quickly, eager to get the explanation out as fast as possible. "She was ranting to one of the other witches about how much effort her hair is and I said that girls make hair more complicate than it needs to be. Anyway, she got mad – "

"No surprise there," Sky said.

" – and so she jinxed my hair to look like this."

"If you're that embarrassed by it why don't you just shave it off?" Timmy asked.

"I have. I've shaved my head twenty-eight times since she spelled me but it grows back at lightning fast speed," Lex explained tragically. "And that's not the worse bit."

"There's more?" half the class exclaimed in unison while the other half continued their laughing fit. Lex nodded regretfully.

"It changes colour. I don't know how but . . . oh crap."

The junior class watched in both horror and amusement as the roots of Lex's long hair changed from lime green to a light shade of pink. Like dye through water, the pink colour spread throughout Lex's hair, which had had another growth spurt to reach passed his waist. Everyone who wasn't laughing at that point could no longer contain themselves and burst out into howls of mirth while Lex sulked silently in his seat.

"Alright, silence," Javelin ordered a minute later as he marched into the room, his eyes fixed on a file in his hands. "I'd like to teach students, not a pack of hyenas so quiet everyone.

"Now, if any of you boys were curious to know of the perfect way to disrupt a working environment, I can confirm that upgrading everything three weeks into the working year works quite well. For instance, today I was supposed to be teaching you all advanced battle tactics but . . ." Javelin trailed off when he finally looked up at his class for the first time since entering the room and his eyes instantly fell onto Lex. His expression remained as blank as always as he stared at the pink haired boy before he finally said in a composed voice, "You're dating a witch, aren't you?"

"Yeah," Lex muttered quietly.

"Hmm, they were doing that spell back when I was at school," Javelin informed them stiffly before resuming his lesson. "As I was saying, I'm supposed to be teaching you advanced tactics, but certain inconsistencies in the time table have stated that you're now supposed to be with Codatorta in the command tower as he takes you through Red Alert procedures. I'm neither pleased nor impressed with this error, but what can you do?"

That was an example of Javelin absolutely losing it.

At Javelin's command, the class grabbed their belongings and headed off towards the new Red Fountain command tower for their lesson with Codatorta. The combat instructor wasn't as calm about Lex's hair as Javelin was and it took three hair cuts and sixteen changes in colour for him to give up and continue on with his lesson. Timmy naturally took to the new technology like a fish to water, but others found it a little harder to grasp all the information.

"Sky! Are you even paying attention?" Codatorta barked at one point, making the prince jumped out of his thoughts.

"Yes sir," Sky lied.

"Then would you please repeat what I just said," Codatorta ordered. A horrible silence filled the room, making every student squirm (1). Sky's cheeks tinted red and he shamefully lowered his head. "Right, you stay here after class. I want a word with you."

"Yes sir."

Codatorta resumed his lesson, but now Brandon wasn't listening. He tried to catch his best friend's eye since he knew something was troubling him. Sky had never been caught out not listening in class and he had never been asked to stay behind after class unless it was for something good or if he was in trouble along with Riven. Finally, Sky stopped sulking and he noticed Brandon watching him out of the corners of his eyes. "You okay?" Brandon whispered as quietly as he could.

Sky nodded and when he was sure Codatorta wasn't watching him, he whispered back, "I think I need to talk to Bloom."

---

Codatorta's 'talk' left Sky feeling like he had been ripped to shreds. The combat instructor had pointed out every little flaw that Sky had shown since the school year had started and it made Sky realize that he was not up to the usual standard that he had displayed in the last two years he had been at Red Fountain. He stayed in the command tower long after Codatorta left, thinking about everything he had done so far this year. He had done plenty of good this year such as rescuing the pixie's from Darkar and saving Brandon from wedlock, but, like Codatorta had pointed out, he wasn't as focused. He's theory work wasn't as detailed as it normally was and even his efforts in battle class had become a bit lacked. He should have worked out a way to contain the Lio Dragerus faster than he did and his skill with dragon wrangling had slipped.

Prince Sky was distracted, to put it simply, and he needed to put an end to it.

Pulling out his cell phone, Sky dial a number and a few seconds later, Bloom's cheery voice appeared on the other end. "Hey! I'm so glad you called 'cause I was just talking to Stella and she gave me the best date idea ever!"

"I need to see you Bloom," Sky blurted out as he entered one of the elevators and started to go down through Red Fountain. He had meant to start off the phone call with light, causal conversation before getting down to the more serious stuff but as soon as he heard her voice, he knew he just wanted to see her so he could get what he needed to say said as soon as possible. Unfortunately, this wasn't the kind of thing someone should do over the phone.

Bloom, however, didn't seem to have heard him. "Well, Stella and Brandon went on a unicorn drawn carriage ride through Magix River Park. Stella said it was really romantic but I mean I just thought it would be – "

"Bloom," Sky said in an effort to try and get her attention. He knew about the unicorn carriage ride because he was there when Brandon booked it. He really needed to talk to Bloom but she just wasn't listening.

" – kinda fun," Bloom continued before she realized that Sky might have said something to her. "Huh? Did you say something?"

"Bloom," Sky started, but before he could say another word, Bloom jumped to conclusions and started talking again.

"You think it's a cheesy idea, don't you?"

Sky took a deep breath. It was now or never. "Before we go out again I'd like to have a talk."

"What kind of talk?"

"To be honest I want to have a serious talk with you."

"Huh?"

"Can you come see me at school tomorrow?" Sky asked, hoping that she'd just agree and come over and see him so he could do this. But unfortunately, Sky's luck was another thing that wasn't up to its usual standard.

"Er, am I missing something? Is everything okay?"

"I don't want to get into it on the phone."

"If there's something wrong I'd want to know about it," Bloom said with a little bit of force behind it.

"I'd just like to talk to you in person, okay?"

"If it's about Diaspro you need to tell me right now."

"Come on," Sky couldn't help but groan. He was finished with Diaspro. She knew that, so why did she always bring her up? It wasn't like Sky wanted to be with her. The whole thing had been arranged by his parents and their counsellors. He wanted to see Bloom tomorrow to discuss them, not Diaspro. Why did that blonde princess of Quartz always get in his way? "It's not about Diaspro."

"You promised you wouldn't see her again!"

"Bloom! I . . . can't believe you're bringing up Diaspro," Sky snapped. He was tired and frustrated and Bloom wasn't helping him by putting up walls in front of this conversation and blocking him every time he tried to say something. He was unaware that at that very moment, Bloom walked directly into an actual real wall causing her to fall to the ground.

"Excuse me but she was only your fiancée!" Bloom snarled back in an anger that was born out of suspicion and embarrassment.

"It's over now!"

"Okay, I believe you," Bloom said in an apologetic tone, making Sky feel horrible.

"I'm sorry. I didn't mean to snap at you," the prince apologized. "Can you just meet me at my dorm tomorrow afternoon?"

"Fine," Bloom agreed.

"I'll see you then."

"Bye," Bloom said as the pair of them hung up. No sooner had he done that, but the lift he was in came to a sudden stop and the lights dimmed. Never a good sign.

"Huh? Man," Sky groan, pushing one of the buttons to try and get the lift going again. But his lack of good luck continued as nothing happened and the lifted stayed right where it was. "What a lame day!"

He was completely unaware that at Alfea, Bloom was shouting the exact same thing. He was also unaware that it was going to be half an hour before someone realized that the lift wasn't working and a further hour before anyone could get him out of there.

This just wasn't his day.

---

"Dude, you need to relax," Brandon advised his best friend the following afternoon. The squire was passing time by lifting a few weights in front of the mirror while his prince and opted for pacing the room like a caged animal. Sky had been like that all day. He had barely eaten anything since he had invited Bloom to come over yesterday and he wasn't paying any attention to what was going on around him, be it lessons or whatever his friends were saying. It didn't go unnoticed by the other boys, but it was only Brandon that Sky could talk too about it.

"I can't help it," Sky confessed, dropping down onto his bed. "Are you sure having this talk with Bloom is a good idea? I'm nervous."

"Bro, everybody knows you've got to have 'the talk' after the three month mark," Brandon reminded him. "If you don't, the relationship's done."

"But what do I say?"

"Tell her how much you like her and give her your Red Fountain hero jacket," Brandon advised as Sky dialled Bloom's number on his cell phone. Brandon put his weights down. "It'll be fine."

Sky didn't look too convinced and it didn't help when he got Bloom's voice message. His only relief was that she had changed it from the Bloom and Kiko one. If he heard that another time he was going to lose it. But even with the change in voice massage he still felt uneasy as he heard Bloom's voice on the recording. "Hey, you've reached Bloom – "

"That's Princess Bloom of Sparx," Stella's voice cut in.

"And planet Earth," Musa added before Bloom was allowed to continue.

"Just leave a message."

Beep.

"Er, hey. I just wanted to confirm that I'll see you today (2)," Sky told the machine but beyond that he couldn't think of anything to say, so he just ended the call and threw his phone away out of frustration. Too anxious to sit around any more, Sky got to his feet and headed out onto their dorms balcony. "I'm going to practice what I'm going to say to her."

"Man, he's got it bad," Brandon grinned to himself as he bent over to pick up the weight he had been lifting before. His fingers had just touched the metal bar when the squire suddenly froze. An uneasy feeling washed over him and the hairs on the back of his neck stood on end as a warning shiver raced down his spin. Straightening, Brandon glanced around uneasily.

Something wasn't right.

Outside, Sky was too focused on what he was going to say to Bloom to pick up on any feelings of impending danger. Gripping the railing tightly, the prince stared down at the ground and tried to straighten out his thoughts. He had always tried not to be too forward with Bloom since he didn't want to scare her and because it really wasn't his style, but this wasn't a conversation where he wanted to give mixed signals. Maybe being straight and up front was the best way to do this. "I like you and I'd like to officially ask you to be my girlfriend."

Brandon suddenly appeared on the balcony with him, and Sky could sense without even looking that his best friend was alarmed about something. "Huh?"

"I sound like a dork, don't I?" Sky said, but Brandon hadn't even heard what he had said. All his attention was focused on a large, purple globe that was hovering around the new campus. And from the looks of it, it wasn't friendly.

"Watch out Sky!" Brandon shouted as the globe passed in front of their balcony. A bolt of lighting shot out of the globe directly towards the two boys. Brandon quickly raised his arms to help protect his face while Sky, who the attack was aimed at, threw himself to the ground. The boy's fast reactions managed to keep them out of harms way, but the railing and part of the balcony was completely chard. "Oh! That's brand new!"

"Have a little perspective, Brandon," Sky advised, scrambling to his feet and bolting inside, Brandon close behind him. In a record amount of time, the two boys changed out of their civies and into their uniforms. Not wasting any time, the two of them bolted out into the corridor where there were already countless students running around.

"Red Alert. Red Alert," a female sounding mechanical voice alerted over the loud speakers. "All Students to emergency battle stations. Follow Red Fountain emergency procedures."

"We've gotta get to the hanger!" Sky called back to Brandon as they ran. "We'll be needed in the junior air squad!"

"What was that thing?" Brandon asked, weaving through the crowd and his question was answered as Codatorta's rough voice suddenly broadcasted itself across the school's PA system.

"Gentlemen, we are being attacked but an unidentified Mayhem Globe. Junior Air Squad: launch and intercept!" Codatorta commanded just as Brandon and Sky entered the hanger. Not hesitating, the two boys each climbed into a Red Wing single fighter jet and went about launching them.

"This is Prince Sky in Red Wing Zero-Five. Ready of launch."

"Copy that Red Wing Five," the hangers CIC reported. "Beginning count down to launch."

Sky watch as the screen in front of his fighter counted down from three and as soon as it reached zero, the launching gears kicked in and Sky's jet was forced forward with an incredible amount of speed. The launch tunnel whizzed by him and in a matter of seconds he was propelled out into the clear, blue sky that surrounded his school. Half a minute later, Brandon joined him and the two of them joined the rest of the Junior Air Squad in the attempts to try and stop this Mayhem Globe.

"Codatorta, we have visual contact," Sky reported back to the main control tower.

"Keep it away for the main tower," Codatorta ordered sternly.

"You ready for this, Brandon?" Sky asked through a private link to Brandon's jet.

"You bet," Brandon replied, and Sky could tell from the sound of his voice that his friend was grinning. "Let's got take this oversized disco ball down!"

"Right behind you, man."

"Target approaching campus. Velocity five hundred miles an hour," Brandon reported back to the command tower. Taking aim, Brandon tried to shoot the Mayhem Globe down, but despite its massive size, the Globe proved to be quite nimble and easily dodged the attack. All the other fighter jet tried to hit it as well, but their shots failed to meet their target as well.

"Whatever happens, do not let this thing get inside the school," Codatorta ordered across all lines so that every Red Fountain student heard it. "If it finds a way in it will detonate."

Timmy had been inside the command tower running over a few programs when the attack had been alerted, so he had instantly assumed control over the school main computer and defence system. Codatorta had arrived to take command but there was no doubt in anyone's mind which one of them was really running the show. With his fingers moving fast over the kegs, Timmy radioed messaged to every sector of the school and analysed their chances of winning this battle, as well of the chances of what would happen should the battle turn ill.

"My analyses show that the amount of mayhem in the globe could destroy our entire campus," Timmy informed the combat master. He would have liked to go on ranting about unfair it was that their school always seemed to be getting attacked (3), but he knew the Codatorta wouldn't want to hear it so he just kept his mouth shut. Behind him, he heard the doors to the elevator open and someone joined them on the bridge, but Timmy didn't dare take his eyes off the screen. And there really wasn't a need to since a second later the person spoke, and Timmy easily identified who the person was.

"Codatorta, the Elite Guard have been deployed to the Berrytoss Chamber as ordered. It's being protected now," Riven reported. He had been speaking with Javelin when the alert had gone out and his teacher had volunteered him to help them with the command tower. He would have preferred to be out there with the Junior Air Squad or with the dragon riders, but he knew that there was more to a battle than just the front line. Still, that didn't mean he had to like it.

"The Mayhem Globe is going to probe our defences for any weakness. We cannot allow it to find a way in," Codatorta reminded everyone before he started barking orders over every loudspeaker and radio frequency that was open to him. "Juniors; keep your eye on the globe. Elite Guards; watch the chamber. Dragons riders club; protect the north entrance. Sky, Brandon; keep after it. The first one to stop this thing gets to skip final exams."

"That's enough incentive for me!" Brandon grinned.

"Brandon, it's trying to destroy our school," Sky pointed out. "How much more incentive do you need?"

"Every little bit helps."

---

Helia had been in his dorm room when the attack had started.

He had been sitting at his desk working on a poem that had been hovering around his mind for the last few days when something hit the school close to his room, and the impact was enough to cause the glass of water that had been sitting on Helia's desk to topple over and land directly onto a sketch that the art student had been trying to transform into a watercolour painting. He had only added a few colours to the light, preliminary sketches, but the green from the fairy's eyes bleed across the page, possibly ruining for ever. Helia cursed and quickly grabbed an old paint rag to try and soak up the water, while simultaneously trying to work out what might have cause the tremor. His answer came when something large and circular shot past his window.

"What the . . ?" Helia stammered, running to the window and scanning the sky. From above him, he saw glimpse of a large, purple coloured globe darting around the schools campus, occasionally firing purple bolts of lighting into the school. Stunned, Helia found himself watching the globes dangerous attack while in the room next to him, he heard the sounds of someone scrambling around. Seconds later, Prince Sky and Brandon bolted past Helia's open door.

"Red Alert. Red Alert," a female sounding mechanical voice alerted over the loud speakers. "All Students to emergency battle stations. Follow Red Fountain emergency procedures."

"Emergency procedure?" Helia repeated. He had been briefed on such procedures, but he was still new at Red Fountain so he had no idea what he was supposed to do. None the less, he knew that he needed to help in what little way he could.

"Gentlemen, we are being attacked but an unidentified Mayhem Globe. Junior Air Squad: launch and intercept!" Codatorta's voice ordered over the PA system as Helia changed into his uniform as quickly as he could – though he still wasn't as fast as it as Sky or Brandon – and headed out into the halls. Red Fountain heroes were all running to their assigned emergency stations and as a slightly control level of mayhem overran the school. With no idea where he was supposed to go, Helia made his way through the halls of Red Fountain, always keeping close to the wall so that people with a clearer idea of what was happening and what needed to be done could get past. But with each minute that Helia wondered around aimlessly, it became more apparent that he didn't have a clue what he was supposed to do.

"This is ridiculous, Helia," the art student hissed to himself. "You should have stayed at Ossacip. What the hell possessed you to join this academy?"

"Helia!" a soft voice called, and the pacifist turned to see three fairies heading his way, and he could see that even though this wasn't their school, all three of them were as worried and as willing to fight as any hero.

"Flora," Helia gasped, since it had been her that had called to him. She was as beautiful as he remembered, and he couldn't help but stare for a moment before he recalled that there was an emergency going on. "Bloom. Tecna. What are you all doing here?"

"Well, you see . . ." Bloom started, but she trailed off and a miserable expression crossed her face.

"We just came over to visit the boys and we saw your school being attacked," Tecna explained. "What's going on?"

"Codatorta said it was a Mayhem Globe, but we have no idea who conjured it or what their objective might be," Helia informed them.

"If you ask me it was probably conjured by the same people who sent that Lio Dragarous on the day of the new campus unveiling," Tecna said confidently. "They were after something that day but failed so I'm sure this time they'll mean business."

"That would make sense," Helia agreed, struck at how smart and logical Tecna was, but then again he knew that he shouldn't be since the girl did come from Zenrith and she was greatly admired by Timmy. "Codatorta would be in the command tower and I'm pretty sure that's where Timmy would be as well. You girls might be of some use there since you all seem to have a pretty good understanding of battle tactics and know magic better than any boy here."

"That's true," Bloom nodded.

"Can you lead us there, Helia?" Flora asked, a noticeable level of eagerness in her eyes.

"Of course," Helia said with a respectful bow. "Follow me."

Helia and the three fairies hurried through the school, wasting no time on idle chit chat or dallying. When they arrived at the command tower, Helia wasn't surprised to find that he had been correct in assuming that Timmy would be there with Codatorta overseeing Red Fountain's efforts to defeat this new threat, but what Helia was surprised to discover was that Riven was there as well, though one look at the irritable youth's face told everyone that he wasn't too pleased with the arrangement.

"Codatorta, Bloom, Flora and Tecna are here," Helia announced. "I thought they could help."

"Yeah, for sure," Timmy agreed eagerly and Codatorta seemed grateful for the help.

"Here's the situation, we don't know who sent this thing but we have to keep it away from the school," the combat instructor explained. "We've got all our aerial squads out there trying to destroy it. That globe's got enough dark magic inside it to level the school."

"Tecna said earlier that this might just be a distraction for something else," Bloom said. "Is there anything you can think of that might be worth stealing?"

Timmy and Riven exchanged a quick, sideways glance at one another. They were aware that on both recent attacks on the school, Saladin and Codatorta had been very concerned with protecting the contents of the new Berrytoss Chamber that had been built in the lower levels of the school. None of the students knew exactly what was inside the Berrytoss Chamber, but they were all eager to find out. Codatorta frown as he contemplated whether or not his should disclose such important information with a group of high school students, but with one final glance at Bloom, he nodded.

"Alright, but none of this is to become too wide spread. The less people who know about this, the better, got it?"

"Yes sir," the three boys answered swiftly while the three girls just nodded.

"Good. Now, Lord Darkar recent kidnapped several pixies to interrogate them in order to find the location of their village as I'm sure you don't need reminding, but the reason why Lord Darkar wanted to know the location of Pixie Village was because Pixie Village is one of the locations that possess part of a powerful magical key known as a Codex. There are four in total; one at Pixie Village, one at Cloud Tower, one at Alfea and one kept here at Red Fountain. If all four pieces of the Codex are put together, they will open a doorway to the Realm of Realix that was sealed on order to protect an impossible powerful supply of magic that no one – be it good or evil – should posses. After talking with the pixies that were kidnapped, Ms. Faragonda believes that Lord Darkar is after the Ultimate Power, which means he's after the Codex." (4)

"Then that Lio Dragerus attack was just a decoy for Lord Darkar to try and steal the Codex?" Timmy asked.

"We believe so," Codatorta nodded. "And this time, I'm sure he indents to get it."

"But why a Mayhem Globe?" Tecna questioned, looking over the monitors. "Surely there are better ways to go about a robbery."

"Darkar probably sent the Trix to do his dirty work," Bloom reminded everyone. "And if I know Icy, she'd probably think it's an extra bonus to destroy Red Fountain. They'll get the Codex and have some fun while they're at it. They're sadistic enough to think of something like that."

"If the Mayhem Globe gets inside, even if it doesn't detonate it could still cause some damage," Timmy told them all. "It could take out our defence system and with that kind of chaos those witches could just walk right into this place."

"Codatorta," a voice suddenly came over the intercom. The boys all recognized it as Toby, who was no doubt out there on his fat, little dragon, Monty. "The globe is leaving the immediate area. Should we follow it?"

"Yes, go after it," Codatorta ordered. "Junior squad, go get that globe!"

"But what if it's a diversion?" Helia asked, not liking the fact that all their air defences was being sent away.

"It may be, but we can't let that thing run lose. It may end up in Magix and imagine the damage it would do if it detonated there. We've got the Elite Guard protecting the Codex and we have enough students here if they should need any back up."

"H-Hey, Riven?" a small voice said quietly. Riven jumped and looked down to see Bloom's big, blue eyes staring at him. For some reason, they looked trouble and somewhat saddened, but Riven wasn't nosey or empathetic enough to inquire about it. "Um, is Sky . . . um . . ?"

"He's with the Junior Air Squad. You know, with the jets?" Riven explained, not aware that at that very moment, Sky had abandoned pursuing the Mayhem Globe and was making his way back to Red Fountain where he thought he would be better use in the command tower. There were enough people following the globe in their jets or on their dragons, and he had a bad feeling that something wasn't right back at Red Fountain.

"Oh. Okay," Bloom nodded, her eyes downcast and one of her hands nervously twirling a strand of her red hair. Riven had already moved on to examine one of the command towers monitors so he didn't notice, but it didn't escape Helia's keen observation. Before he could comment on it, however, a small tremor ripped through the school, and a second later, a monitor near Timmy started flashing as a warning siren filled the room.

"Hey! Someone's broken into the north wing!" Timmy exclaimed, causing the girls to all gasp.

"There is a direct path from there to the Berrytoss Chamber. We can't let them get to the Codex," Codatorta commanded. Without waiting for any further orders, Riven, Helia and the three girls headed for the elevator. Timmy, however, stayed seated and continued to monitor the information that was being sent to him from various places around the school and from the Junior Air Squad who were still trying to destroy the Mayhem Globe.

"I'll see you later," Timmy heard Tecna say from somewhere behind him, and he knew without looking that she was speaking to him. "Be careful, okay?"

"You too Tecna. Be careful," Timmy said, but he didn't take his eyes off of the screen in front of him. With the Trix or Lord Darkar and the Mayhem Globe they conjured in the area, things were getting dangerous, and they needed every person completely focused if they were going to survive this.

---

Sky fidget slightly, shifting from foot to foot as he waited for the elevator to reach the bridge. He was still breathing heavily after sprinting from the hanger to the command tower and he was trying to get himself under control before Codatorta saw him. Sky knew that the combat instructor would need everyone to be in complete controlled and prepared for anything, so he started to even out his breathing and slow down his heart beat.

"Just relax, Sky," the prince told himself, closing his eyes in order to focus. "Relax. You've got to stay focused. Just concentrate. Concentrate. Concentrate."

Sky heard a slight ding that indicated that he had reached his level. Opening his eyes, Sky felt in complete control and he was ready to focus on the task that was at hand . . .

. . . or at least he was until he saw who was standing on the other side of the door.

Riven was there, as was Helia, Tecna and Flora, but it was Bloom that grabbed Sky's attention entirely. Up until that moment, Sky had completely forgotten about the fact that he had invited her to speak with him today and all of a sudden the nerves that had been plaguing him all day because of what he wanted to ask her came crashing down around him. His heartbeat which he had just managed to slow down suddenly quickened, and he felt his guts twist in a nervousness he hadn't experienced when he had faced the Mayhem Globe. Bloom also looked at him nervously. Whether she could tell what it was he wanted to say to her, Sky didn't know, but if Riven hadn't stepped in to remind them that there was a mission waiting for them, Sky predicted that the two of them would have remained standing like that for some time.

"We have to go protect the Codex," Riven said gruffly.

Sky nodded. "I'll go with you guys."

"Good luck!" Timmy called as the group entered the lift and then vanished as the door slide shut. The teenage genius and his instructed when back to concentrating fully on the monitor and the drama that was being displayed on them.

"Codatorta, we have the Mayhem Globe contained," Brandon's voice finally said over the radio. "We have several Red Wings holding in their stasis rays. Awaiting further instructions."

"Keep it there. Don't try and move it. I repeat; don't try and move it," Codatorta ordered. "We'll send back up as soon as possible. In the meantime send all dragon riders and all available jets back to Red Fountain. We have an intruder inside the school. I need all available aerial squad to patrol the sky and stop any chance of escape. We can't let – "

Whatever Codatorta was going to say next was cut off when a sudden zap of electricity ripped through Red Fountain's system. For a second, all the monitors went dead before flickering and rebooting themselves. Timmy quickly got to work assessing the damage that unexpected energy wave cause.

"Our intercom and PA systems are down," Timmy reported, his fingers flying over the keys of his computer. "Just give me a second and I'll . . . got 'em!"

Instantly, the sound of static and distress signals filled the room.

" – anyone there?"

"Command Tower? Do you read me?"

"This is Dragon Riders Club Captain. Come in."

"There's been an elevator malfunction. We're stuck in here!"

"The lockdown system to the weaponry has been activated! It's not opening!"

"This is Professor Codatorta and I am commanding everyone to calm down!" Codatorta shouted over all lines. The distress signals lessened and Timmy and Codatorta went about assessing damage and giving orders. "Timmy, I want you to just get our main system running again and then leave the rest to me. I got a feeling Sky and the others are going to need your help."

"Yes sir."

---

The elevator that the fairies and the heroes were in came to a sudden stop just as they reached the lower levels. Sky and Riven had quickly pried the doors open and lead the girls and Helia through the school towards the path that would take them to the Berrytoss Chamber as quickly as possible. They were aware of the fact that this was most likely the path that the intruders had taken, so everyone was on their guard, though Riven was very conscious of the fact that he did not have his sabre on him.

'Last time I listen to school rules,' Riven thought bitterly to himself, referring to the rule that denied them the right to carry weapons on the school grounds outside of combat class in an effort to try and reduce the amount of fighting that occurred in the hallways. He had other weapons on him, sure, but none of them were as deadly and as affective as his sabre and if they were to run into the intruders, Riven had no idea what he was going to do. His dilemma was answered for him when Bourne and a guy with long brown hair came bolting across the grounds to join their group.

"Riven!" the brown haired boy called, tossing Riven his sabre that he had somehow managed to get his hands on. After a second, Riven identified the stranger as Lex, who was still suffering from the hair style spell that the witch Dominique had put on him (5).

Feeling much more confident with his sabre gripped tightly in his hand, Riven continued to run towards the direction of the Berrytoss Chamber, but when his violet eyes scanned the sky, he saw three figures that made him forget about the Codex all together. "Look!"

"It's the witches!" Bloom gasped, quickening her pace, but she was already running about as fast as her legs could manage so the faster boys – particularly Riven and Bourne – still managed to out strip her. Riven, the fastest of the group, was the last to see the witches as they vanished behind the upper levels of the school. Gritting his teeth, Riven gripped his sabre tightly as a familiar feeling of hate and anger flooded through him. He had a score to settle with those witches.

"Dude, follow me," Riven order to Bourne, the only who had been able to keep up with him. The two of them bolted up a set of stairs onto a raised walkway in the area where the witches had vanished. But as the two heroes scanned the sky, they saw no trace of the Trix Sisters.

"Hey! Where'd they go?" Bourne panted, a noticeable level of panic in his voice. A deep growl formed in Riven's throat, but he struggled to keep himself from losing his temper as he continued to keep an eye open for his ex and her sisters. He didn't have to look for long.

"Hi sweets," a deep, dark and seductive voice that Riven knew all too well greeted the two boys. Riven and Bourne jumped as the three Trix Sisters in all their terrible wickedness levitated up to hover just above the railing of the walkway. Riven had seen the Trix plenty of times during the attacks of the Army of Decay, but he still got a wave of white anger whenever he laid eye on his ex, coupled with a secret element of desire. A coy little crossed the witch's wickedly beautiful face as she observed the burgundy haired specialist. She had almost forgotten how roguishly handsome he was.

But Darcy was denied the chance to watch him further because as soon as they had made themselves known, Icy had gathered an ice attack in her hands and hurled it at the two boys standing in front to them. The attack was enough to cause the boys to throw themselves backwards. Bourne managed to keep his feet, but his nerves got the better of him and he bolted (6).

Riven, however, lost both his footing and his hold on the hilt of his sabre, but unlike Bourne, he wasn't going to run away from these bitches. Picking up his sabre, Riven scrambled to his feet and charge the Trix. He didn't care that they had the advantage of numbers and the fact that they knew how to fly. He wanted some pay back for the way they had messed with his head last year and caused him to betray his friends, so without thinking, he charged blindly forward.

Crack!

A burning pain ripped through Riven's body as one of Stormy's lightning attacks hit him square in the chest. The attack was powerful enough to send Riven flying backwards and smash into the wall behind him. After that, everything went black.

"Pathetic," Darcy scoffed, regarding her unconscious ex. With a wicked laugh, the three witches moved on just as Sky and the rest of the group ran up the stairs.

Sky only had to take one look at the scorched floor and his unconscious friend to realise that the witches had in fact gotten meaner and that they meant business. He just spotted the end of Darcy's hair as the three sisters vanished again, but he knew where they were going. Without hesitating, Sky turned on his intercom in order to call for backup. "Brandon, the witches are headed to the Berrytoss Chamber. You have to get there."

"I'm on it," Brandon radioed back. He had left the Mayhem Globe in the hands of Kane and the other Junior Air Squad members so he could return with Toby and the rest of the Dragon Riders Club in order to help defend Red Fountain's skies. But now it looked like he was going to have to defend Red Fountain on the ground as well.

"I think the witches headed towards one of the hangers," Sky informed the rest of his group. "We'd better hurry over there since I'm sure Brandon won't be able to hold them off on his own."

"What about Riven?" Flora asked from her place kneeling beside the unconscious teen. She placed a gentle hand on his forehead and although he didn't wake up, the moody youth did flinch a bit and mutter something inaudible.

"I'll take care of him," Bourne volunteered. He was ashamed of the cowardly way he had acted when the witches had attacked them – the memories of the Great Witch Invasion were just to close for him to forget – and he wanted to make up for his mistake.

"You sure?" Sky questioned.

"Yeah. Now go or Brandon might end up in a similar state."

---

Brandon's jet arced around the walls of Red Fountain, searching for any sign of the Trix Sisters. He had commanded Toby and the other dragon riders to do the same, but so far they hadn't seen so much as a glimpse of any of them.

"Well, as Timmy might say; when in doubt, trust technology," Brandon said to himself, bringing up the thermal imagining screen. It would be impossible to track anyone inside the school on body heat alone since there were so many people on the school grounds, so he coupled the heat seeking technology with one that tracked black magic, and instantly three individual figures appeared on the screen. "Gotcha."

Brandon had been accused from time to time as being a bit of a show off, and this was one of the times when Brandon just might agree with such rumours, but that wasn't going to stop him from having a little fun. Climbing out onto the outside of his jet, Brandon extended his broad sword and waited for the hatch to one of Red Fountain ship hangers to open, and when it did, he found the three witches he was looking for hovering on the other side.

"Do you have a hall pass young ladies?" Brandon asked jestingly. Jumping off his jet, Brandon landed gracefully in the hanger, ready for a fight.

"Yeah, sure," Darcy spat, gathering her dark magic. "Here's my hall pass."

'Uh-oh,' Brandon thought to himself as he watched Darcy multiplies herself. He had seen Darcy double herself a few times, so he knew that her clones were just as vindictive as the original. The multiple Darcy's swarmed in and surrounded the squire, instantly putting him at a disadvantage. In a mixture of bravery and desperation, Brandon swung at one of them but they easily avoided it and floated higher.

Darcy laughed cruelly. "Cloud of Darkness!"

Brandon shuttered as a cloud of pure blackness descended upon him. A chilling dread and a fear similar to the one you get when you think you hear something go bump in the middle of the night gripped him and he – Brandon the Joker – couldn't manage to raise a cheery thought. Despite his blindness, Brandon tried to block the attack he knew Darcy would be making, but she had the advantage here and she was going to use it. As the dark cloud thinned, Brandon collapsed onto the ground. Grinning, Darcy cancelled her clones and returned to one sole being. Her victory was short lived but.

"Stop!"

"Huh?" Darcy gasped, looking up to see Prince Sky, some long haired guy she had never seen before, the brainiac, the hippy fairy and of course that damned Bloom come running into the hanger.

"Oh, it my favourite fairy," Icy hissed, her voice dripping with sarcasm and venom.

"Come on girls. Let's go get 'em!" Bloom shouted and with a flash of bright light, the three fairies transformed into their winx form. Even without the other half of the Winx Club, the three of them still looked impressive, especially since they had several Red Fountain specialists backing them up.

Icy, however, remained completely unfazed.

"Alright Stormy, go ahead and show them your new powers," Icy commanded as she and Darcy flew off, leaving their youngest sister behind.

"Oh yeah," Stormy laughed, an insane look on her face. Tecna gathered her powers and attacked the witch, but Stormy managed to dodge it easily. "Watch and learn."

Tenca's attack may have been powerful, but Stormy's was stronger and it was also more accurate. Not only was it powerful enough to send Tecna hurling to the ground but everyone else as well. Ignoring the pain that was throbbing through his body, Helia got to one knee and tried to get her a hold of her with his laser glove, but it fell short as Stormy picked her feet up out of harms way. The witch laughed callously. "Nice try."

Still laughing, the weather witch flew off down into the hallways of Red Fountain.

"Guys! She's heading to the basement!" Helia told the others as he scrambled to his feet. All Red Fountain students knew that the Hall of Justice was located in the lower levels of the new campus, and somewhere below the Hall was the Berrytoss Chamber. Although Helia knew that they needed to go protect the Codex, he was not about to abandon his humanitarian ideals which is why he ran over to check on Tecna. "You okay?"

The digital fairy nodded so Helia quickly observed the rest of the injured. Brandon was slowly crawling to his hands and knees and several other specialists were still lying on the ground, breathing heavily. All the electricity in the air had really knocked them for a loop. But not everyone was going to let their suffering get in the way of kicking those witches' butts.

"Come on!" Sky shouted and he, Flora and Bloom headed off down the hallway that Stormy had vanished down.

"Brandon. You okay?" Helia asked, kneeling down beside the squire.

"Y-Yeah. 'M fine," Brandon assured him, but his voice and his body were shaking. Darcy's attack had left him feeling cold and weak, but he wasn't going to let that stop him. "I gotta go help protect . . .I gotta 'elp Sky and . . ."

"Just take it easy," Helia advised. "You're in no shape to go after the Trix now. We'd better get you to the medic."

"Nah. 'M fine. 'M fine," Brandon said again, trying to get up but when his strength gave out, the squire sunk back to the ground without a fight. "On second thoughts, I think I'll just lay here for a little bit."

"I'm going to go after the others," Tecna said, fluttering slightly above the ground. She still looked a bit shaken up from Stormy's lightning attack, but the boys knew better than to argue with her about something like this.

"Alright. I'll catch up with you as soon as I can," Helia nodded, watching as Tecna flew off after the others while he tended to the injured. But Helia was distracted. He might not have any desire to fight the witches, but he did have a need to make sure that a certain green eyed fairy was okay.

---

"Hey, does Helia go to Red Fountain now?"

Sky didn't need to look back over his shoulder at the two fairies flying behind him to know that there was an element of eagerness in Flora's green eyes. "Yeah, Saladin got him to transfer in."

"Did you hear that Bloom?" Flora whispered to Bloom as they flew. "Helia's attending Red Fountain now. He's staying in Magix!"

"Yeah," Bloom said, forcing a smile. She tried to be happy for her friend, but every time she looked at the blonde prince running down the corridor, her gloomy mood descended down upon her again.

"Guys!" Tecna called, catching up to them. "Where are the witches?"

"We're getting to them," Sky assured her as the elevators came into view. "Here we are." Gritting his teeth, Sky managed to pry the elevator doors open. He could see the actual lift stuck above him, but there was still the cable and he wasn't going to let the Trix steal anything from his school. Jumping out into thin air, Sky grabbed hold of the cable and let gravity drag him down, knowing that the fairies would follow him with their wings. "This is my short cut!"

The doors were open at the bottom, allowing Sky to swing out onto solid ground with the fairies close behind him. They weren't at the Hall of Justice yet, but they were on the right level which meant that the Trix knew exactly where the Berrytoss Chamber was located.

Sky instantly spotted Stormy, who was heading for the corridor that led directly to the Hall of Justice. "She's down there!"

"Come on! Let's get her!" Flora said, gathering her powers. "Venus Blast!"

"Lightning Rage!" Stormy countered. The witch's power was too strong for Flora's attack, and once it blasted through the flower magic, Stormy went on to fire another attack that hit Flora square in the stomach. The Flower Fairy was thrown backwards and collapsed in a heap on the ground. Without a backwards glance at the defeated fairy, Stormy flew off toward the Hall of Justice.

"Are you okay?" Bloom asked, her eyes wide and panicked.

"I'll be fine," Flora assured them, but she made no effort to get up. "I'll catch up with you."

Bloom looked for a second as if she was going to protest, but she knew that the Trix needed to be stopped. "Alright," she finally agreed, before looking at Tecna and Sky. "Let's go and stop them."

"So this Codex is pretty important, huh?" Sky asked as he ran. The others had filled him in on the Codex while they were in the elevator, but it was only a very short elevator trip so it had been a very brief explanation.

"Codatorta seemed to think so," Tecna said. "Are the Elite Guards watching the Berrytoss Chamber?"

"Yeah, they are but with the witches new powers they don't stand a chance," Sky pointed out to her. Those Gloomix that Darkar given the Trix had a frightening amount of power, and that power coupled with their cruel nature it made up a terrifying mixture. And if what the others had said about the Codex being the key to some Ultimate Power, they needed to keep it away from the Trix at all costs. Sky was so caught up about getting to the Berrytoss Chamber in order to stop the Trix that he didn't notice the sad way Bloom watched him as she flew.

---

"Is that really necessary?" Helia asked, watching as the drug Doc had just made Brandon inhale quickly took affect. The squire's brown eyes suddenly became distant and a dreamy expression crossed his face before his eyelids drooped and he slipped easily into a deep, trouble-free sleep.

"Unfortunately, yes," Doc informed the pacifist as he slowly lowered the sleeping Brandon down onto the enchanted stretcher. "Over the years I've found that during battles or Red Alert crises, heroes can become a danger to themselves and to others when they try to continue fighting even though they are obviously unable to do so. I'm quite sure that had I not insisted he rest, Brandon would have run off after the Trix even though he could barely stand after that attack Darcy threw at him. Hell, he could have a limb missing and I'd bet he'd still want to go after them."

"Really?" Helia questioned, staring at the unconscious boy in disbelief. Were heroes really that . . . well . . . insane?

"Yes. His friend Riven kept telling me that he was okay to fight even though he couldn't stand without assistance, he was seeing double and he thought we were fighting the Army of Decay," Doc told Helia in a somewhat casual tone, moving on to examine another one of his patients. "He's now in a similar state to Brandon."

"I was wondering why I hadn't seen him come storming into the hanger looking for the witches."

"It's a bit hard to do that when you're unconscious," Doc said, removing the lid to the small box that housed the doctor's knock out potion and holding it at arms length under the injured boy's nose. "Breathe deep."

"Doc!" a voice called as the boy Doc was treating slipped into an unconscious state. The school physician remained focused on his patient but Helia looked to where to voice had come from to see Timmy running towards them. The teenage genius froze and his eyes widened when he saw the still forms of Brandon and the boy Doc was treating. "A-Are they . . ."

"Perfectly fine? Yes. Brandon just needs a little bit of sleep to allow his strength to return and this one here just needs some treatment for shock," Doc informed the teen, and after a moments thought he continued on saying, "Actually I really didn't need to knock him out for that. Oh well. Keeps them quiet. Anyway I take it you've just come from Codatorta, Timmy. Any news?"

"The Mayhem Globe has been destroyed thanks to the Junior Air Squad, but the Trix have managed to shut down all of the schools lifts and communications. Everyone in the school is stuck," Timmy reported. "Where are Sky and the girls?"

"They went after the witches," Helia answered, pointing in the direction they had gone.

"I'm going after them."

"Not on your own you're not," Doc said sternly, checking the pupils of the boy he was treating. "Helia, go with him."

"What?" Helia exclaimed before he could stop himself and he had a feeling that Timmy was thinking the same thing. "And what do you expect me to do?"

"You go to Red Fountain now, don't you?" Doc questioned, still not taking his eyes off his patient. "Just make sure Timmy doesn't get killed on the way. I've got enough to deal with today."

"C'mon Helia," Timmy said, running off before Helia could protest.

"I can't believe I'm doing this," Helia sighed with a shake of his head, but he started running after Timmy regardless.

The pair ran in silence down the corridor that Sky and the girls had last been seen running down. It was easy to guess which route they took since all the automatic doors had locked when Stormy had short circuited the schools system, but eventually they came to the end of the hallway, and the only clue to where Sky had gone was an open elevator shaft.

"I bet you they went down there. C'mon!" Timmy shouted, jumping out and grabbing hold of the elevator cable and started sliding down. After a second's hesitation, Helia followed after him. They sure as hell didn't have anything like this at Ossacip Art School. Once they reached the bottom, Timmy started running towards the direction he was sure they had gone. "The Berrytoss Chamber is this way. The witches have to be there."

Helia was just about to follow him when he suddenly saw something that made him forget all about oddly named chambers and witches. Skidding to a stop, Helia stared at the fairy sitting on the floor, his cobalt eyes wide with worry. "Flora?"

Flora sat alone on the floor with her back leaning up against the wall behind her. Her arms were wrapped around her stomach and her head was hung low, but at the sound of her name she looked up and her own eyes widened when she saw who had addressed her. "Helia?"

"Flora! Are you alright? What happened?" Helia asked, running over and dropping to his knees behind her. Boldly taking her hand in his, Helia stared into her green eyes, trying to find any evidence that she was hurt.

"I'm fine," Flora assured him, flushing slightly at the unexpected contact. "I-I just . . . Stormy she . . . I'm fine."

"Are you sure you're okay?" Timmy asked, and even though Flora could be seriously hurt, he couldn't help feeling like somewhat of a third wheel.

"I'm fine," Flora said again. "But the others . . . they can't face the Trix alone."

"Go," Helia told Timmy, who was staring off in the direction of the Berrytoss Chamber. "I'll stay with Flora."

Timmy looked hesitant. He didn't like the idea of running out on Flora like that, but Tecna and the others might really need him right now. "You sure?"

"Yeah. Now go!"

Not needing any further encouragement, Timmy turned and bolted towards the Hall of Justice, leaving the two gentle souls behind him.

---

"It's so cold all of a sudden," Bloom shivered as she fluttered as silently as she could behind Sky. The prince had all his concentration focused on treading as quietly as he could as he neared the Hall of Justice, but he still noted to himself that Bloom was right. Despite the fact that it was a warm day and he had been running flat out ever since the Trix had first attacked the school, Sky's skin was suddenly covered in goose-bumps and his breath was clouding in front of him. And no one had any doubts of who was behind it.

Standing in front of the Scales of Justice with all the meekness of an irritated cobra was Icy. All around the room were Red Fountain's Elite Guard but Icy had moved on from entertaining herself by encasing them in huge blocks of ice and was now focusing on getting past the Scales and into the Berrytoss Chamber. And for some reason, the Trix had figured that they would use a feather to achieve that.

"Do it. Now, Darcy!" Icy commanded, holding out the feather to a hesitant looking Darcy. Slowly, as if she was accepting the feather off someone with the plague, Darcy took it from her, but before she could place it into the empty side of the Scales, Sky's blue boomerang flew in between the two of them before arcing and embedding itself into pillar not far from Icy's head. The witches all jumped and turned to see Sky, flanked by Bloom and Tecna, standing at the entrance to the Hall of Justice.

"Alright! Step away!" Sky ordered in as intimidating and commanding voice as he could muster, but it didn't faze the witches. They had plans for universal domination, so they sure as hell weren't going to let themselves get daunted by a high school boy.

"Back for more humiliation?" Icy asked calmly, as if she had never been defeated by the same fairies and hero the year before. Her casual persona continued even when Sky, sword in hand, charged her and when he swung his phantom blade at her, she easily jumped above it.

"Huh?" Sky gasped as he felt the air chill as Icy gathered her power for an attack of her own.

"Platinum Icicle!" Icy snarled, a powerful light blue forming in the palm of her hand. At her command, the ball of light flew directly at Tecna's chest, knocking the digital fairy to the ground. As Sky and the fairies were left stunned at the awesome and terrible power of Icy's attack, a deep purple halo surrounded Darcy and she moved in to finish Tecna off.

"Bloom! Try the Griselda Bubble!" Tecna suggested when she saw Bloom move in to try and defend her. Taking her advice, Bloom managed to block Darcy's hypnotic attack with fire shield before responding by conjuring up a fire ball and hurling it at the witch who easily dodges it.

"Let's finish this," Stormy suggested to her sisters, but before she could even muster up a light breeze, a shot from a blaster gun flew at her, just missing her head. "Huh?"

"That was a good one Timmy," Tecna said, grinning at the boy who had just joined the fight.

"That wasn't a good one," Stormy assured her, venom in her voice. "This is a good one!"

With a certain level of insanity in her eyes, the weather witch summoned up a raging tornado that filled the room. The windstorm was so powerful that it managed to blow Bloom, Tecna and Bloom backwards, but Sky managed to hang on. Scrambling to his feet, Sky gave one glance at his friends who now lay in a pile at the other side of the room. Most of them had been knocked senseless from the fall and he wasn't going to let the witches attack them while they were so vulnerable.

"Watch this," Icy grinned at her sisters as Sky ran at her again with his sword, but just like before, she easily avoided his attack. The only difference was that this time, she spelled him with one of her most powerful and wicked attacks. "Full Force Blast!"

Sky felt the breath leave his body as a chilling cold descended down upon him. He could feel himself sinking but he couldn't fight it. All he could do was slip down into a cold, endless sleep.

"Icy, you just put that boy into a hundred year sleep," Darcy grinned.

"Minimum," Icy informed her, turning to ponder the Scales of Justice again. "This is going to take some figuring out. Put a non aggression spell on them Darcy. I don't want them disturbing my concentration."

"Right," Darcy nodded, walking over to the pile of Timmy and the fairies. Raising her gloved hand, Darcy surrounded herself in a deep purple light again and this time her eyes started glow a hypnotic shade a purple. Bloom was beginning to recover from Stormy's cyclone, but she wasn't fast enough to try and block Darcy's spell. "Nighty night."

That's when everything went black.

---

"Are you feeling any better?" Helia asked Flora gently. The two teens were leaning against the wall together, sitting so closely that their shoulders and their knees were touching which cause a beautiful shade of pink enter Flora's cheeks. Helia would have loved to be able to replicate the colour with his paints, so he took every opportunity to sneak sideways glances at Flora's face to burn the image to memory and every time her green eyes caught him staring at her, Helia got a strange feeling in his stomach that made he avert his gaze quickly.

"Much better," Flora nodded before smiling warmly at Helia. "Thank you very much for waiting with me."

"It's my pleasure," Helia assured her, holding her gaze this time and returning the smile. "I'm honoured to sit next to the brave fairy who boldly faced one of the dreaded Trix Sisters alone."

"Are you making fun of me?" Flora asked, but it wasn't in an insulted or accusing tone.

"Would I do that?"

"Maybe," Flora answered with a sly little grin. "But I get the feeling that you don't take the Trix seriously."

"To be honest, I really don't," Helia admitted. "I mean, don't get me wrong, I'm well aware of how terrible they can be. Last year when I was at Ossacip, Vallisto didn't receive news of the attack of the Army of Decay until two days before the final battle, and for two days I sat around waiting to find out whether or not my grandfather and an entire Realm of people had been destroyed with no news what-so-ever. But without the Dragon Fire and the Army of Decay, the Trix are just a bunch of high school drop outs. And what's more is that they're defeated high school drop outs. I sorry but I don't find that too terrifying."

"The Trix may be little more than high school girls and they may be defeated, but that makes them all the more dangerous," Flora pointed out to Helia. "They're all the more desperate for victory now and it was never just the power of the Dragon Fire or the Army of Decay that made them so frightening. It was their ambition and their desire to enslave and destroy the universe. We have to stop them."

"But fighting isn't the answer," Helia quoted his fathers words.

"But neither is sitting back and letting evil go unchecked or challenged," Flora countered gently and for a second Helia was left stunned at the logic and insight her response had been.

"You have an excellent point," Helia congratulated her honestly. "Have you ever considered politics as a career move?"

"Only for environmental conservation," Flora answered, a little embarrassed by Helia's praise. "I am aware of your fathers work and although I agree with a lot of what he says, if any of my friends or my family were in danger I'd fight for them. I have a little sister called Rose back home and if I let the Trix win here, they could go there and hurt her. I can't let that happen."

"Protect the ones you love," Helia said, recalling the belief that so many were driven by and who so many had died for. But right now – sitting there beside Flora – Helia was slowly beginning to understand just how powerful and important a thought like that might be. Spurred by the moment, Helia reached over and brush the back side of his fingers across her cheek and she flushed again at such an intimate action. "You can't quite blame anyone for that."

Flora tried to think of some kind of a response to what Helia had said, but her mind had gone completely blank as she stared into those cobalt eyes. Helia's hand brushed down off her cheek and ended up running itself ever so lightly over her loose hair – an undeniably bold move – but Flora didn't feel insult by it. In fact, it left her wanting more.

"Jasmine," Helia said all of a sudden, making Flora's heart skip a beat.

"P-Pardon?" Flora asked, almost dreading his answer. Jasmine could be his girlfriend back home for all she knew. But when she saw the way he was so tenderly looking at her, Flora found it impossible to believe that his heart belonged to somebody else.

"Your hair smells like jasmine," Helia said. Almost reluctantly, Helia pulled his hand back from contact with her, but his eyes never left hers. Their faces were so very close to one another and Helia subconsciously started to move forward.

"Hello?"

Flora gasped and the two teens instantly jumped apart, increasing the distance between the two of them. Flora brushed a deep crimson and she nervously touched her hair, looking anywhere but at Helia. "Who was that?" she asked.

"I don't know, but it sounds like it came from up here," Helia said, getting to his feet and moving over to the still open elevator shaft. "Hello?"

"Hey! Who's down there?" the voice called back, echoing off the walls of the shaft in the process.

"It's Helia! Who's that?"

"Bourne! I was sent to find you, man! Saladin wants to see you right now!" Bourne shouted down to him from his place several levels up.

"Why?"

"Dunno! Grandfather stuff I think!"

"Dammit," Helia muttered under his breath, looking back at Flora who had now also gotten to her feet.

"He wants you to go now!" Bourne shouted down.

"Okay. Okay. I'll be up in a minute!"

"I'm going to go find Bloom and the others," Flora informed Helia, and he knew that nothing he said would convince her otherwise. "Even if the threat of the Trix has passed, they'd want to know I'm okay."

"Alright," Helia agreed reluctantly. "Be careful."

"I will," Flora assured him, turning to head off towards the Hall of Justice and leaving Helia to climb back up the elevator cable on his own.

---

Bloom's eye lids felt like they weighed one ton each as she forced them open. Her mind was groggy from a combination of Stormy and Darcy's spells and in the aftermath of both of them had left a bitter taste in her mouth. Around her, she noticed that Timmy and Tecna were starting to wake up as well. Flora hadn't caught up with them yet and there was no back up from the other Red Fountain boys. And most importantly, the Trix had worked out how to get past the Scales of Justice and had opened the Berrytoss Chamber where Bloom guessed is where the Trix were in that very second.

But none of that really mattered to Bloom when she saw that Sky was lying several feet away from her, and unlike the others, he was making no signs of movement. In fact, he didn't ever look alive.

"Huh? Sky?" Bloom asked and she felt her chest constrict and her heart get seized with fear as he continued to lie dead still. "Sky!"

"Is he alright?" Timmy asked, forcing himself to stand. Bloom had run over to where Sky lay and grabbed his shoulders. Timmy quickly joined her, but he froze when he saw how pale and lifeless the prince looked.

"He's not waking up!" Bloom exclaimed, an obvious note of panic and fear in her voice. "Sky! Please wake up! Please!"

Hot, burning tears gathered in Timmy's eyes but he didn't let them fall because instead of grief and hurt gripping him, a terrible, white hot anger and desire for revenge pulsed through his body. Sky was one of his best friends and someone that Timmy respected and loved as a brother. He was a kind, considerate young man who always did his duty and had shown great promise for the future.

And in one attack, Icy had taken all that away.

The Trix had done some pretty horrible things to Timmy and his friends in the past. They had relentlessly attack Tecna and the other members of the Winx Club, they had turned Riven against them, they had destroyed Red Fountain, tried to enslave the universe with the Army of Decay and had been responsible for destroying Timmy's computer during the Great Witch Invasion. But nothing compared to this. Shaking in pure, unbridled rage, Timmy pulled out his blaster gun and headed for the stairs that led down into the Berrytoss Chamber.

From below, the Trix's voices floated up to reach his ears.

"I'm glad you're okay Icy," Stormy was staying as Timmy peered down into the chamber. The three witches were standing together in a circle next to a shattered glass cabinet which Timmy guessed had previously housed Red Fountain's piece of the Codex. Slowly, Timmy raised his gun and took aim at Icy's head.

"Whatever wi-atch. I heard what you said," Icy spat, glaring at Stormy. Only at the last second did Timmy remember that she most likely had the Codex – an artefact that the universe couldn't afford to let get destroyed – and that one bit of information was enough to save Icy's life. Shifting his aim slightly to the right, Timmy pulled the trigger on his gun.

"How'd he do that?" Icy demanded, glaring up at the boy who had just tried to shoot her. The blast had ended brushing right by her head, and it had been a little too close for comfort.

"Alright! Don't move!" Timmy ordered, aiming his gun right at Icy's face with the intention to shoot her for real this time. But then, all of a sudden he felt as is a great weight was being forced down upon him, like someone had turned gravity up. Even just breathing seemed to become a great effort.

"Be careful Timmy, we're all under a spell," Tecna reminded him.

"Wake up Sky. You've got to wake up! He's not breathing!" Bloom wailed, her eyes filling with tears which made Icy grin with pure delight as she ascended the stairs of the Berrytoss Chamber. "Sky!"

Timmy's blood ran cold at Bloom's words but he had no time to properly digest the thought when he realized how close Icy was getting to the top of the stairs to where he stood. Focusing back on his gun, Timmy tried desperately to pull the trigger – after all, the witch deserved it – but it suddenly seemed easier to get Brandon to stop doting on Stella than for Timmy to move his index finger a single centimetre. It was enough to make his entire body shake in the effort.

"Don't bother," Icy told him, noticing his struggle. "We put a non aggression spell on you."

"Don't listen to them!" Tecna shouted.

"I'm trying Tec," Timmy said.

"You can't fire that thing," Icy informed Timmy, moving forward and gathering a handful of power in her palm which she aimed directly at the hero blocking her path. "Try it. Try and pull the trigger."

Timmy had grown up in a household with two older sisters who both possessed magic, so he was no stranger to being spelled. He had been spelled into walking into a wall repeatedly for three quarters of an hour by one sister. He had been spelled into eating grass by the other. And he had been spelled by the two of them to be stuck to the ceiling of their living room until their mother caught them, yelled at them and finally grounded them. But every time he got spelled, Timmy had been able to resist the magical commands that were being forced upon him for a couple of minutes before his strength gave out and he ended up slipping under the spell. With Darcy's non aggression spell, however, there was no way to resist it. The spell had been built like a brick wall and the only way Timmy had been able to fire that first shot was that he hadn't had any intentions of hitting and harming Icy. It was no wonder why Darcy was considered such a talented witch, and such a terrible enemy.

Finally, unable to continue fighting it any longer, Timmy lowered his gun in defeat and his head quickly followed. Icy laughed at the shameful looking hero.

"Pathetic. Oh and thanks for the Codex," she tormented, walking passed him without any resistance blocking her. Darcy and Stormy followed right behind her. "Bloom, you may as well dump Sky. He's going to be asleep for a hundred years. At least."

And with that, the Trix Sisters flew off out of the Hall of Justice laughing wickedly, taking with them the first piece of the Codex that would led them to the Ultimate Power.

Timmy had never felt more useless. He had just let the Trix walk straight by him and steal Red Fountain's piece of the Codex for Lord Darkar. He had done nothing when he should have been willing to die than let them take the Codex. That's what Red Fountain Heroes do. They were meant to be willing to give up their life for the sake of their mission and he had failed at the one that had been appointed to him. He knew his friends would tell him later that there was nothing he could have done – what with being spelled and all – but he couldn't help but get the suspicion that even if he wasn't spelled he wouldn't have been able to pull the trigger.

It was an insult to everything Red Fountain stood for and he felt ashamed to even be warning the school's uniform at that very second.

"I'll get help," Tecna said, running off and her voice brought Timmy sharply out of his wallowing with a gasped. He had been so absorbed in his own self pity that he had completely forgotten that that had a bigger emergency on their hands than Timmy's pride.

"Sky," he whispered, moving hesitantly over to where Bloom was, kneeling down beside the disturbingly still Prince Sky. The prince's skin was deathly pale and his chest was no longer rising or falling. Under Bloom's warm hands he felt cold and even though she was shaking him, the blonde showed no sign that he was even aware that she was there.

"Sky?! Can you hear me?! I don't know what to do! He's in some kind of suspended state!" Bloom said to Flora, who had bumped into Tecna just down the hall and had bolted to Bloom's side as soon as the digital fairy had panted out that Sky was in trouble. With cool, calm hands, Flora grabbed one of Sky's arms and placed her fingers on his wrist. Keeping still, the flower fairy searched for a soft thudding against her fingertips that would indicate whether Sky was alive or not. Unfortunately, she couldn't feel anything.

"Oh no, Bloom. He doesn't have a pulse," she blurted out. Later, she reflect on how that was one of the most non sympathetic ways she could have broken that news to Bloom, but right now she was too far into shock to realise it.

"No. H-He can't be," Timmy whispered as Bloom moved around to sit behind Sky, his blonde head cradled in her lap. Timmy started to tremble in pure shock, disbelief and grief. Sky was one of Timmy's nearest and dearest friends. He couldn't be gone. Even if he was just in a suspended state, Icy had said that he would be asleep for at least a hundred years so unless all of them lived to an exceptionally old age, Sky would never see them again. He'd wake up in a world unlike the one he had grown up with and he would be without his friends, his family and, most importantly, without Bloom.

'That's more cruel than killing him,' Timmy thought bitterly to himself, looking over at the red haired fairy that was currently stroking Sky's blonde hair and staring down into his lifeless face.

"This can't be happening," Bloom said in a wavering voice. "I am not going to let him go. Wake up Sky."

Tecna moved over to the group and Timmy could tell from the look on her face that she wanted to point out to Bloom how illogical it would be for Sky to suddenly wake up just because she begged him too – especially when considering that Icy had spelled him using her deadly new powers that had been amplified by her Gloomix – but her words died on her lips when she saw how heartbroken Bloom looked.

"I need you," Bloom confessed, her eyes spilling over and tears started to flow freely down her cheeks. "I really, really do. Please Sky."

And then, from deep down within her, Bloom felt a power that she never even knew she had start to flame up.

---

Sky was cold.

It wasn't just a slight chill from the ambient temperature, but more a deep, terrible cold that reached down into the very centre of his soul and drowned out all former thoughts of hope. For what felt like a lifetime, Sky tried to search for a way out of the cold, but no matter where he turned, the coldness and the darkness followed him.

'So tired,' Sky thought to himself sleepily, but in the place of endless night and winter he could find no rest. There was always something deep down within himself that troubled him. Something that was screaming out that this wasn't right but every time Sky tried to concentrate on it to try and figure out what was so wrong, the thought slipped through his grasp like a vague dream.

Time passed. How much time, Sky couldn't measure. Each second seemed as long as the life age of a planet and yet at the same time travelled as fast as light. And all the while, the darkness, the cold and the uneasy feeling that something was wrong surrounded Sky.

And then, out of the blackness, came whispers.

At first Sky couldn't understand the words that were being said, but the voice that spoke them was pleasing to hear and for some reason they seemed to carry a warmth with them that brushed lightly over Sky's soul that made him focus to try and catch the words.

Wake up Sky . . .

Struggling to keep the darkness and the cold from seeping in again, Sky tried to grasp hold of the words and the warmth they gave, but it was like grabbing at smoke and Sky soon felt as though he was going under to a place where he would continue to drown and fall forever.

I need you . . . I really, really do . . . Please . . .

The bitter coldness that had flooded through Sky's soul was turning him numb and the endless black was blurring his senses and absorbing his memories of life outside of the dark. Silently screaming, Sky slipped further and further away from the words and the wonderful warmth they gave off.

Sky . . .

Then, like a sudden sunrise, a wave of loving warmth washed over him, making his soul light and his head swim. The darkness and the cold tried desperately to cling to him but the heat and a soft, red light evaporated them away.

Come back to me . . .

With a gasp, Sky opened his eyes. The light stung after being imprisoned in pure blackness but as soon as his vision cleared, Sky saw the familiar faces of Timmy, Tecna and Flora staring down at him. Each of them wore expressions of unbridled happiness and relief on their faces, but for what reason he couldn't say.

And what Timmy said next only confused him further. "You saved him Bloom."

"Thank goodness Sky. We thought we lost you," Flora said. Sky was just about to ask her what she was talking about when he felt more than saw someone collapse just behind his head. Sitting up as quickly as his weak body would allow, Sky turned to see his beloved Bloom lying on the ground just behind him. It had been her face he had looked for when he had opened his eyes and he was alarmed to find her in such an exhausted state.

"Bloom?" he questioned hesitantly. The Last Princess of Sparx slowly sat up, using her arms to support her upper body. She looked completely drained and her entire body was shaking in weakness but despite the fact that she had tears in her eyes she smiled loving at the boy she had thought only a matter of seconds ago that she had lost forever. When Sky returned the smile it gave Bloom a boost of energy that she didn't know she had and, with a joyful laugh launched herself at him and threw her arms around his shoulders to hug him tightly, which he eagerly returned. "You're awesome."

Bloom giggled and pulled back a bit to stare into Sky's blue eyes. The prince was still a little confused about everything that had happened since Icy's last attack, but if there was one thing he remembered it was that he had asked Bloom to come to Red Fountain for a reason and Sky was going to ask her before anymore Mayhem Globes or psychotic witches show up again and ruin it.

"Will you be my girlfriend?"

Before Sky could even begin to get nervous, a wide and somewhat relieved smile spread across Bloom's beautiful and tearstained face, making the prince's heart sore in a way that he had never thought possible. "Of course I will."

Embracing her again, Sky held her tightly against him, letting the warmth from her body and from the knowledge that she wanted to be with him and only him seep into him. It didn't matter that Icy had almost put him in a hundred year deep sleep or that Darkar was one step closer to obtaining to Ultimate Power. As long as he had Bloom as his girl, everything would be fine. "Thank you."

---

What a lame thing to say to a girl after she agrees to be your girlfriend. I dunno, it just sounds weird to me.

(1) Every student in history knows how awful that silence is

(2) The actual line is "Er, hey. I just wanted to confirm that I'll see you tomorrow" but obviously the continuity was off so I had to change it

(3) I feel sorry for all the students who go to Red Fountain and Cloud Tower because their schools get attacked all the bloody time. Red Fountain got hit by a Lio Dragerus, a Mayhem Globe, twisters in season 3 and gets destroyed in the Great Witch Invasion. Cloud Tower get attacked by the Trix, get flooded and disappears in season 3 and gets taken over by Baltor once and the Trix on three separate occasions. Compare that to Alfea who loses a tower in the Great Witch Invasion and suffers an attack by zombie witches and fire in season 3. It's really not that fair

(4) Don't you find it odd that the Winx Club and specialist were never actually told about the Codex and Ultimate Power in the show? In fact, with the exception of Layla, no of them actually see what Lord Darkar looks like until the episode Desperately Seeking Bloom

(5) The whole Lex getting his hair spelled came about simply because I had no one to fit the description of the guy who threw Riven his sabre

(6) The next time you see this episode, watch they guy that runs up the stairs with Riven (who I called Bourne) run away. It's quite funny when you consider that this guy's supposed to be a hero

My god, are your eyes still working after all that? That's a long chapter, ay? A lot of material to get through but hopefully it was worth it. We laughed, we cried and we got to watch Helia crack onto Flora. I like Helia, he's got a bit more guts when it comes to girls.

And a word of warning, that's not the longest chapter I have in this story, nope, nope, nope. TBC.