A race against time…

---

"Timmy! Gods damn it! Timmy!"

"Did you see what grabbed him?" Riven asked beneath him.

"It was too fast. I couldn't make heads or tails of it." Skye could not believe this was happening. Timmy was just pulled into some hole by some…thing, and before he or the others could do anything about it the creature dragged him away into the darkness. Timmy's cries for help had already vanished, but Skye lost sight of him long before that. This recon mission just turned into a rescue operation. "We're going after him."

"Well obviously." Riven said. While he and Timmy had butted heads aboard the shuttle – and numerous times before that – he was still his friend and Riven wanted to save him as much as anybody. "But how are we supposed to catch something that moves that fast? Come to think of it, how are we going to find him?"

Skye thought about it. "His laptop. Did anyone see where it fell?"

"Down there." Brandon said. "You think he had some sort of tracking device?"

"All our suits do."

"Well I'll go get it then." Brandon slowly, but with as much speed as the urgent situation allowed, began his descent. "Just hope the damn thing ain't broken."

"Hurry up!" Riven barked.

"I'm going!" Brandon scrambled. He disappeared just beyond Riven's range of vision though his shadow could still be seen blotting out the light from the nightstick he tossed down from before. Riven looked up at Skye who seemed about to leap into the foreboding hole at any minute. "Keep your cool, Skye. We don't know what we're up against."

"Neither does that thing." Skye said through grit teeth. He had nearly lost a friend and a girlfriend to this thrice-damned mission of his; he would rot in the Nine Hells of Fralhalla before he allowed someone else he cared about to be eaten alive. Instinctively, his hand reached for his weapon. The phantom blade was the trademark weapon of Red Fountain and had seen Skye through many a peril. Holding it now gave him some sort of hope that his friend was alive. If not, well then his sword would still make him feel better…after he used it to tear out the creature's heart.

"Brandon!" Skye yelled. "What's taking you?"

Brandon's voice came back but it was too far for Skye to hear. "What did he say?" He asked Riven.

"He's coming back up…with the laptop."

"Come on!" He was getting impatient.

"Let's go, squire!" Riven cried.

"Be quiet! I'm climbing as fast as I can." Brandon was already two-thirds of the way up when he made that statement. Once he reached Riven, Brandon hoisted up Timmy's laptop which seemed to be in working order despite its considerable fall. "Computers ain't my thing. Skye…" He passed it along to Riven who in turn gave it to the prince. Next to Timmy, Skye was the most adept at technology which wasn't saying much. Timmy had forgotten more things about machinery than the three of them had learned combined. Still, he knew the basics on how to work the thing and Timmy did give him a rundown earlier.

Looking at the view screen, Skye localized their position. Three yellow dots, themselves, were standing within a long vertical shaft from the cave base. He pressed a button to widen the grid, eventually encompassing as considerable portion of the entire network. Finally, he spotted a fourth yellow dot several yards east of their position. A blue dot sat dangerously close to the yellow one and it appeared they had stopped in a chamber adjacent to the shaft. "I've got him. They're not too far from here but it'll take a bit of crawling."

That didn't seem to dissuade them in the least. These boys were used to physical hardships. The only question now was whether or not they could reach their friend in time. While they had no idea what the creature's intentions were, it was a safe bet that it wanted to eat him. Timmy did mention a creature of its size would require a large food source to survive down here. A healthy young man would be just up that alley.

With Skye in the lead, the trio ventured into the hole. The tunnel the creature made was riddle with pot marks suggested several appendages were used in its creation. Judging from the size and length of the tunnel, the boys barely had to duck to move through it, the thing had to be pretty big. Its size wasn't the only thing that bothered them. Anything that could move at that speed and burst through solid rock would prove a formidable opponent…even for three well-trained specialists.

---

Bloom strength gradually began to return to her once she had something to eat. She then went to the bathroom to clean herself up. The water wasn't running but Tecna managed to get the sonic shower working. It wasn't the same as having warm water rinsing over her tired body, but it did freshen her up and her skin did reclaim some of its luster. One of the good things about a sonic shower, she realized, was that there was no need to dry her hair. She practically dressed herself the moment she came out of the tub.

Looking herself in the mirror, Bloom saw that everything looked as it should be, except her eyes. They were sad. Guilt lingered behind them and the parting words of a dear friend hurt her greatly.

"It's always about you, isn't it?"

Flora was blaming her for Helia's condition. Bloom couldn't blame her. Afterall she was the fairy. She was the one with magical powers. She'd always been the one who saved others when they were in danger. Bloom was powerful. She wielded the mighty Dragonfire, the lineage of her family. How could she have failed to protect him when so many times before she had saved the day? What went wrong? Could it be that Helia just wasn't as important enough to her that she didn't push herself as hard as she would for someone else?

No. Bloom wasn't that kind of person. She loved all her friends. Male and female alike.

But what if it had been Skye…

Prince Skye. Tecna told him he and the boys had gone off on some dangerous mission not too long ago. They were on the surface of the planet on a recon mission to the mining facility. She knew he'd be happy to know she was alright, but to be honest she wasn't sure she wanted to see him. Helia was not just Flora's lover, but Skye's friend. Had the roles been reversed and it was Skye's incompetence that almost killed Flora she wouldn't be so quick to overlook it. Skye was forgiving, but it was shame that kept Bloom in check.

Why couldn't I have saved him?

There was a knock on the door to the restroom. "Bloom. You okay?" It was Stella.

"Coming." Bloom checked herself out one more time before opening the door. "Hey, Stell."

"You okay?" Stella asked when she noticed Bloom's trademark sparkling eyes were duller than usual.

"I'm fine." Bloom lied. This was odd. She usually spoke so openly about her feelings to her best friend, but she didn't feel much like talking right about now. She walked past Stella and headed for a nearby bench to put on her shoes. The dressing room was a mess and the only light present was from Stella herself. She created a ball of sunlight to illuminate her way through the lightless area. Half the ship was just like this and suddenly Stella had become a precious commodity. Almost everyone wanted her to "shed some light" on countless situations. She'd accompanied the girls to so many parts of the ship that she was becoming quite familiar with the layout. "You wanna talk about it?" She knew Bloom wasn't telling her the truth about her well-being and wanted her to open up.

"I'm a little tired. That's all." Bloom finished putting her shoes on. "Now I just want to help out with whatever I can."

"You know Flora was a little mad at you." A little? "But she still cares about you. She just needs some time is all."

Thinking of Flora made Bloom stop. "I understand. It's okay if she's mad."

"It wasn't your fault."

"Stella, please,"

"You did everything you could to help Helia. You don't have to feel bad just because,"

"You weren't there." Bloom muttered.

Stella didn't quite hear what she said. "Huh?"

"I said, you weren't there." She repeated. "I don't know what happened, Stella, but Helia saved my life."

"And that's bad?"

"No. But I just can't understand it. My power comes from the Dragonfire. I should have been able to protect us both."

"We can't be ready for everything."

"We're supposed to be."

"How can we?"

"We're the Winx Club, Stella. We're supposed to protect others."

"Is that what's bothering you? That you were rescued by a boy?"

Bloom shot out of the bench and screamed at her. "I'm not like that! I don't hate boys like Layla!"

Stella was shocked at the outburst. So was Bloom, and she quickly settled down. "I'm sorry. I didn't mean to yell at you like that. I'm just…" she sat back down. "I'm really messed up right now."

"I'll say."

Somehow her words didn't make Bloom feel any better. Stella was the most honest person Bloom had ever met and she always spoke her mind. At times, though, Bloom wished she just watched what she said. Words can hurt as much as any sword or magical blast. "I'm sorry." She said again. This was the second girl she had apologized to today.

The princess of Solaria sighed. "Man," she began fixing her ponytail. "Everyone's messed up today. People have been freaking out ever since we came on this mission."

"Everyone?" Bloom asked. "What happened since I knocked out?"

"Riven and Layla almost had it out. Musa hates Riven so much that she doesn't want to see him ever again. Tecna's been getting on everyone's case. Skye's barely managing to hold everyone together. Flora's pissed at you. Timmy's a total wreck. It seems like Brandon and I are the only ones keeping our cool."

"You and Brandon?"

"Oh yeah. My Boo and I have been nothing but supportive."

Little Miss Perfect. Wait, did Bloom just think that?

"I see." Bloom lowered her head. "Any word yet on how the guys are doing?"

"Tecna's on it. She'll let us know when their next transmission comes through."

"I'm worried about them, Stella."

"Don't be. My hubby will take care of your boy."

"I mean all of them. Not just Skye."

"Riven and Timmy too?"

The way she asked that question had Bloom standing up again. It was just so dismissively. "Of course. Why do you hate those two?"

"I don't hate them. It's just…"

"What?" Bloom asked when she trailed off.

"Well, Timmy's a nice guy but he can be such a wuss and Riven…boy can I spend hours talking about his deficiencies."

"He could be in danger."

"And I wish him the best, really. But if something bad were to happen to Riven, then Musa could finally move on with her life and everyone would be happier for it."

"Stella!" Bloom yelled. "I can't believe you feel that way."

She backed up. "Whoa! I'm starting to think you have feelings for the guy."

"He's my friend."

"He doesn't know the meaning of the word."

Bloom stepped back. "And neither do you apparently." She stormed away from Stella. The door to the dressing room was stuck open but that didn't stop her from banging it with her fist on the way out.

Stella watched her leave both confused and distraught. "Bloom? What did…" She shook her head. "Holy…what did I just say?"

---

Skye exited the hole first which opened up into a vast chamber of stalagmites and stalactites. He was surprised to find such a hollow enclave inside such a great mountain but one look at the rocks told him that this place wasn't created naturally. The spires were too smooth and the walls too well-rounded for it to be anything than artificial. Could it have been made by human hands, Skye wondered. The miners could have used this chamber as a storage place for tools, weapons, or even food; the frigid air being a natural preservative. But how did that explain whatever that creature was? Surely the miners would not leave something that dangerous running about.

But he brushed that aside right now as there was something more important that required his attention. He and his friends easily navigated the flattened floors only occasionally having to go around a massive stalagmite that proved too hazardous to climb up. Silent as they were, they could not help but be cautious. Animals that lived in such caves had extremely acute means of detecting intruders in their lair. The cave was very quiet. No sound reached their ears except their own breathing or the gentle scrunch of their feet as they sneaked across the barren rock. It was dark too. Pitch-black even. Good thing their goggles packed night-vision.

Skye held up a hand to halt the troupe and the trio stopped just behind a large rock jutting out of the ground. It was irregularly shaped, like some distorted hand of a being who had been buried within the silent stone. Skye peeked out from behind the rock as he was the first to hear the sound and hence knew the general direction to look. His eyes followed where his ears guided and eventually fell on a frightening sight. There, cocooned several feet above the cave floor, was Timmy. His body was almost completely encased in some sticky, gelatin-like substance that hung from the ceiling. Surrounding him were various other cocoons; only they were empty and withered. Timmy's was brand new.

But it wasn't that which held Skye's attention. It was the hideous worm-like creature that hung on the thread just above Timmy's exposed head. Weaving what appeared to be tentacles, the lithe appendages spun the cocoon around Timmy, gradually covering his entire body. Timmy looked unconscious. He lost his goggles, presumably from the time he was pulled through the tunnel and his head hung weakly to one side. It was probably for the best. Who'd want to stay awake through something like that?

Turning back to Riven and Brandon, Skye motioned they had found their target. Now it was only a matter of how to deal with it. Huddling up, the boys whispered their ideas and concerns.

"We're going to have to deal with that thing first." Riven said.

"One blast from an energy cannon should do the trick." Brandon said.

Skye wasn't too sure. "That thing can travel through rock like it's water. Who knows how thick that hide is?"

"We can always go mano-a-mano." Riven suggested. He grabbed his sword to emphasize the point. He wanted to fight if to relieve some of the stress he'd been under than anything else. "Hm?"

"It's pretty fast." Skye said.

"So am I. Just get his attention and I'll do the rest. While I'm fighting it, you guys rescue Timmy."

"Leaving you to fight alone against dangerous monsters isn't my idea of a plan, Riven. It'll take at least two of us to keep that thing preoccupied while the other cuts Timmy down." Skye thought about it a moment. A plan was formulating in his mind. "Brandon and I will do it. Riven, you go rescue Timmy."

Riven was disappointed to say the least. "Let me fight, Skye."

"Brandon and I are better fighting as a team. We've trained together most of our lives. Besides, you're a better climber than either of us. You can reach Timmy quickly and cut him down."

"But you'll need speed. I'm faster than Brandon."

"Says you." Brandon quipped.

"Guys." Skye berated. "We're going to do this. Now Riven," He pointed at him. "wait until we have the worm's attention before going after Timmy. When that happens," he turned to Brandon. "we'll attack. I'll lead, keeping it distracted while you try to find an opening to strike at its weak spots."

"How do we know it even has weak spots?" His best friend asked.

"Any place its trying to defend. Its head maybe, or its stomach."

"Does it even have those?"

"We're about to find out."

"Fine." Riven gave in. "But we'd better do it quick." He took a peek around the rock. "That thing's almost got him completely cocooned."

They nodded. Within moments they were all in position. Riven waited just behind the rock that looked like a twisted hand while Brandon and Skye slowly approached the worm. It was just starting to cover Timmy's face when a rock thudded against its shell. Of course that would have been like tossing a raindrop against a man's fave. Barely noticeable but a bit annoying. And annoyed is just what the creature was. Particularly when it saw the two boys down below.

"Get away from him, worm!" Skye yelled.

"Timmy, hang in there." Brandon said.

Had Timmy heard him he did not reply but the worm did. Whether it had ears or not, the worm seemed enraged by their words and moved in to attack. With startling agility, it uncoiled its massive, twenty-foot body from the thread and landed on the ground, shaking it. At the forefront of the worm appeared a gaping maw filled with a cyclone of razor-sharp teeth. Two massive pincers clung at the sides of the "mouth" and its tentacles, which wriggled angrily around the "head", whipped in a dangerous dance.

Suddenly, the specialists weren't as energetic as they had been before.

"Uh, Skye, about those weak points."

---

Riven heard the worm roar. Hell, he thought, the thing has a mouth. Then he heard Prince Skye curse which was unusual for him.

Should have let me fight.

But he knew his comrades would be able to hold their own. They were the best fighters at Red Fountain—next to him of course, and he figured he could rescue Timmy fast enough that he'd still have time to join the battle.

To their credit, Skye and Brandon were doing an excellent job. Their years of training together allowed them to predict the other's moves and they fought as one rather than individuals. When Brandon attacked, Skye parried; when one ducked, the other jumped; one on the defensive, the other offensive, and they would switch accordingly. The worm, fearsome as it was, was unable to overpower its smaller foes and they danced around its snapping jaws and fruitless attempts to crush them beneath its weight. It wasn't as fast on the ground as it was in the tunnels. The friends' speed and agility allowed them to keep out of range while striking at the most opportune times.

But the worm had advantages of its own. Its outer shell was as hard as steel. The heroes' blades bounced of it with ear-piercing rings and rattled their limbs with each blow. Its massive body was lithe and nimble, allowing it to twist and turn at bizarre angles. As such, neither Brandon or Skye could attack it without suddenly dodging a quick snap of its jaws when it turned to them. It could also roll meaning the boys had to be extra careful not to get run over. Its "tail" snapped back and forth with enough tonnage behind it to shatter stone; and shatter it did. Many a rock fell to pieces with each strike and both Eraklyonites thanked the gods they were able to sneak out of that last one with their bodies still intact.

Riven waited until they lured the worm a ways off before making his move. Dashing with remarkable speed honed through years of thievery, Riven stopped just beneath Timmy whose face was half covered in the icky stuff. "Hang on, Timmy." Riven said and looked around for the nearest tall rock. He found it spaced just halfway between Timmy and the cave wall. His incredible agility would come into play as he dashed for the rock and jumped up. Using it as leverage, Riven pushed off and unsheathed his sword in mid-air. Timing it just right, he cut the cocoon, his phantom blade penetrating it as easily as butter, and Timmy fell. The thief landed gracefully and put his sword away before holding out his arms to catch Timmy. His suit was sticky and covered in that worm's filth but he was otherwise okay.

"You owe me." He said and rushed off to get him to a safe place.

---

The standoff continued until Brandon had an idea. "Weak spot."

"I know. I'm looking." Skye said as he dodged another tail strike.

"The mouth!" Brandon got the idea when the worm took a swipe at him earlier. His broadsword crossed with one if its mandibles and he held it back. Gazing into that black hole of a mouth, Brandon saw countless teeth sticking out of a fleshy interior. It was just as he pulled back when he thought about it. "It's soft on the inside. We can hurt it in there."

"You want to get inside that thing?" Skye asked in shock. He avoided another of the worm's attempts at crushing him and flipped over.

"As adventurous as I am, I was more leaning towards planting a bomb inside that thing." Brandon swung his sword only to have it bounce off the shell. "We brought along a cache of grenades didn't we?"

Skye grinned. "I gotcha." He slanged. "Good idea, buddy."

"Beauty and brains. No wonder Stella's nuts over me." Brandon joked but he stopped smiling when the worm lunged for him so suddenly that he moved back, and tripped. He hit the ground hard and the worm wasn't about to let this opportunity go by. "Brandon!" Skye yelled, seeing the predicament his friend was in.

The worm turned its upper body toward Brandon and opened up its maw. Its many fangs dripped in anticipation of tasting man-flesh and it moved in for the kill. "Shit." Brandon cursed and reached for his sword. If he was going to be eaten, the least he could do was give the worm a bad case of upset stomach. Grabbing it, he turned just in time to see the worm had another problem to deal with. That problem was a red-haired specialist with a very sharp sword. "Riven!"

"What would you losers do without me?" he said as he jabbed at the creature's incredibly thick hide. He knew it did no damage, but it turned its attention away from Brandon and that was what he had set out to do.

Now if only someone would turn its attention away from him.

The worm twisted and turned in every direction trying to throw him off. Try as he might, Riven knew there was no way he could contain his grip on the worm while striking it at the same time. Giving in, he decided he had distracted it long enough and prepared to leap off when, "Don't move, Riven."

"What?!"

Prince Skye repeated. "Hold it for just a few more seconds." He then ran off leaving Riven hanging onto that monster for dear life.

Riven looked to Brandon who was now a safe enough distance away. "The hell's he thinking?" He bobbed up and down as the worm did.

"I think I know. Just hang in there."

"You ungrateful son of a bitch!" Riven yelled as he has just saved Brandon's life. He yelled some more as the worm reared up its body and slammed it back to the ground. Riven's head slammed into its hide and he was momentarily dazed. It was like running head first into a brick wall and he could feel blood trickling down his nose. What the hell was Skye thinking?

Finally having enough of this rodeo, the worm twisted its whole body around to roll. Riven regained enough of his senses to jump off and landed next to Brandon but fell on his backside. Brandon helped him up and the two boys watched as the worm loomed over them, mandibles clicking, tentacles wriggling, as the maw extended to its fullest length; wide enough to eat them both in one gulp. They were almost too shocked to move but Prince Skye appeared at that moment with something in hand. "Eat this!" He said and lunged the object into the maw which startled the creature long enough for him to cry out, "Take cover!"

"Wha," Riven began but was cut off as Brandon forced him to the ground and covered his own head.

The blast was enough to have their ears ringing for hours afterward and the acoustics in the cave only amplified it. The worm simply disintegrated as its body was destroyed from within. A mass of guts and blood covered the surrounding area, which included the three specialists. Their suits had turned from red to green and how they wreaked!

Looking up, Brandon saw what was left of the worm. "Guess it didn't agree with him." He was referring to the grenade Skye had thrown into its stomach.

Coughing, Riven pushed Brandon off of him. His head still spinning from when he had hit his head and the ensuing blast made sure it would be a while before his full senses returned. "The hell was…"

"Grenade." Brandon answered. "It was my idea."

"Figures." Riven wiped some of his own blood from his nose.

"Where's Timmy?" Skye asked.

"Huh?" Riven's ears were still ringing and Skye had to get closer in order for him to hear. He pointed to the rock that looked like a disfigured hand. "Over there."

"Uh…guys." Brandon said. Before they could inquire they suddenly realized the that whole cave was shaking. It was never wise to use explosives within a cave while the circumstances called for such drastic measures, they were about to face the consequences of their actions. "Out! Now!" Skye yelled but his friends were already moving. Riven and Brandon went around the rock to pick up Timmy and carried him back toward the hole. Rocks began to fall all about them and they had to play a very dangerous game of dodge during their escape. Once they reached the hole, Skye made sure all his friends were inside before following them in. Rocks kicked up a cloud of dust and for the moment they were all temporarily blinded.

"Cough…everyone okay?" Their leader asked.

"Fine." Riven replied flatly.

"Same here." Brandon checked Timmy. "And Timmy's still breathing."

"Would have been a wasted effort if he wasn't." Riven said.

Skye would have smacked Riven if he could see. "Let's head back the way we came. We need to get Timmy to the ship and back to the Sparx."

"Mission's over?" Brandon asked.

"Postponed. Right now our first priority is getting Timmy to safety."

"Sounds good to me." Riven agreed. He was all too eager to leave this place behind.

---

Bloom entered the lounge area and of all the fairies that could have occupied it, the one whom she had bad blood with was there. Flora had her back to her as she was gazing out the window. The view was all a giant purple haze with no stars or comets to inspire the soul. That's something Helia would have thought about and it hurt Bloom to even think about him, particularly when his girlfriend was standing right there.

Thinking it best to leave, Bloom turned to do so.

"Helia loved the stars." Flora said.

Bloom did not know whether she was talking to herself or to her but she stopped dead in her tracks. A strange thought occurred to her—that somehow Flora managed to pick up on her thoughts and voiced them for her to hear. Last she checked the fairy wasn't telepathic, but after what happened with Helia how could her mind not be open to new possibilities?

Hugging her arms, Bloom made a second attempt to leave when Flora spoke again…this time to her. "He risked his life to save you, Bloom." She turned to her. "The least you can do is not dishonor his sacrifice."

Bloom turned around. She did not understand what her friend meant by that comment but at the same time was happy that she was speaking to her again. "What do you mean?"

Flora's eyes were stern and yet more beautiful than Bloom had ever seen them. Those pristine emerald orbs which could melt the heart of friend or foe alike, or entrance the most stalwart companion, now gazed unwavering in her direction. "You shouldn't sulk. It's insulting to everything Helia did for you."

"I…" Bloom began but her voice was caught in her throat. The emotions running through her now were confusing. Her heart ached from the experience and she couldn't find the means to express herself in words. The guilt over what happened with Helia nibbled away at her usually impregnable will and with each chip that fell off she was becoming hollow. Bloom did not know how to deal with that emptiness. Her fire was weak, like a candle sputtering in the wind. Any moment now that wind would muffle that candle and if that happened she wasn't sure she would be able to light it again.

"I…" Bloom tried again but no words came to her.

"Don't." Flora said, and the seriousness in her voice made Bloom look up. "Don't insult him any further by asking for forgiveness. He did what he was trained to do…what he wanted to do. For him to do otherwise was to go against his very nature. If you're truly appreciative for what he has done then the best way for you to show it is to toughen up and do whatever you can to see this mission through to the end." Her gaze shifted away momentarily. "That's how Helia would see it."

Finally, Bloom found her voice. "Y…you're right, Flora. I'm sorry for acting the way I did. I didn't mean…to blemish his sacrifice." She finally gathered the courage to look her in the eye. "I promise I'll be strong from now on and help with the mission in any way I can."

"See that you do." Flora said and turned around to look out the window again.

The harsh way in which she spoke stung Bloom, but she tried to hide it. She had a promise to keep to Flora and to Helia. Despite the raging emotions running through her she'd have to lock them away in some secret box and save them for another day. It wasn't like Bloom at all to bury her feelings but it was time to act like an Alfea fairy and not some whiny little Earth girl.

"I'll see you later." Bloom said. Before she could leave another fairy burst into the lounge, scared and breathing heavily. It was Musa.

"Hey, Musa." Bloom said just before she noticed her friend's ruffled appearance. "What is it?"

Gasping for breath, Musa sputtered out words. "G….guys…need….h-help."

Flora looked over her shoulder when she heard the urgency in Musa's voice. Bloom was already trying to calm her down. "Take it easy. Just tell me what's wrong?"

Musa took a deep breath and finally managed to speak without stammering. "We've got trouble!" she cried. "It's Icaran. He's escaped!"

---

I'm so pleased to have finally put in an action sequence. And the cliffhanger is so the girls can get some action in the next episode. I already have an ending in mind for the conclusion of the story, but don't worry, that's much later on. I hope you've enjoyed reading this one because I had a lot of fun writing it.