CHAPTER ONE

Layla stood at the gates of Alfea and sighed. She was so glad to be back. She had missed her friends and although they kept in touch, it just wasn't the same. Summer vacation back on Planet Andros was more exhausting than what she thought. 'So much for vacation' she thought. The second she got home it was all about princess duties, responsibilities, social functions. All of these being something she wasn't fond of. She hardly had time to keep fit. She had to sneak out of the palace every morning just to take a jog. 'Layla, you must remember you are a princess and princesses are meant to act in a certain way. We are an example to the people you know' she heard her father's words echoed in her head. 'Why cant they just relax and treat me like a daughter and not an object to be shuffled around?' she thought. 'Oh well, it's a new school year and I'm happy to be back' she continued.

"And so? Are you just going to stand there? Or are we going in?" she heard a voice behind her say. "Musa!" yelled Layla. She ran over to her friend and they hugged. "Its so good to see you!" said Musa. "Yeah, I know the feeling". "I've got soo much to tell you," said Musa. "Great. I like catching up" replied Layla. "Well? Shall we?"

They walked through the gates and made their way up to the entrance of the school. "Hi guys!" came a voice behind them. "Flora!" they yelled in unison. The girls hugged and went up to their dorms that were ready and waiting for them. As they got to the dorm, they heard voices in one of the rooms. It was Bloom, Stella and Tecna. "Its about time you guys got here" said Stella as she rose to give everyone a hug. Bloom and Tecna followed. "Can you believe summer vacation is already over?" said Tecna. "Yeah, and I really don't mind" said Layla. "Take it the folks were formal and strict again?" responded Musa. "You bet. Its like they forget I'm a person" sighed Layla. "Don't worry, they'll come around" said Bloom encouragingly. "I hope so," said Layla.

"Well you know what tonight is don't you?" said Stella. "Slumber party!" yelled the girls. The slumber party had become somewhat of a tradition on the beginning of the school year. Although Layla had only joined the group last year, she was made to feel like she had been part of the group since they got together. She was thankful for her friends. She hated being alone. She felt isolated on Andros and here felt more like a family to her than on her home planet.

The girls then left to go to their rooms and to get ready for the coming evening's slumber party in Stella's room.

"So? How was everybody's summer?" asked Layla to the girls who were by now lying around the room in their pajamas. "Well" began Stella, " I spent part of it trying to get my folks back together. It turns out it worked quite well. They're living in one castle now but not in the same room. They are turning out to be great friends." "That's great Stella!" said Bloom. "Yeah I know. Then Brandon came to visit for a bit. My folks seem to like him, but I can't quite tell". At this Layla felt a little flutter? 'Damn! You'd think after a long vacation, that feeling would go away' she thought. Her thoughts last year were mostly on Brandon. She felt a bit of a flutter whenever he was around. The flutter now was a lot weaker than last year. Was she over it? 'Possibly' she thought. "-and then we just hung around most of the time" finished Stella.

"Wow, that's great," said Layla. "How about you Bloom?" "Well, I spent the summer with my parents in Gardenia. It was so great being home for a bit. And I got a great surprise when Sky came to visit! It was so awesome. He stayed a whole week. And believe it or not, my parents actually approve!" "That's nice Bloom, I'm so happy for you" replied Layla. "How about the rest of you?"

"Well, Riven came with my dad and I on tour. It was great! My dad even gave him his very own guitar to play on. He's better than you think!" said Musa smiling from ear to ear. "Then you two are finally together? Thank goodness! Thought that was never going to happen" said Layla. "Hey! I know it took a while, but yeah, at last we're together," laughed Musa.

"Timmy and I chatted a lot on the web and he came over to visit! I was so shocked. It was great though," said Tecna blushing.

"I went home and it was great!" said Flora. "Helia sent me some flowers of different varieties every day with a note attached. He wanted to visit but couldn't. He was helping his grandfather out. "Don't worry Flora I'm sure you will spend a lot more time together when the year opener ball comes around" said Layla.

Just then they were all quiet and looked at Layla. "What?" she asked. "Well? How was your summer?" asked Stella. "Believe me, not as exciting as any of yours. Just the normal be a princess, have responsibility, learning about the kingdom blah, blah" said Layla. "I know how taxing that can be," said Stella. "But I'm sure they don't need to be so uptight about it". "That's exactly what I mean" responded Layla "They just a little bit over bearing!". They all laughed.

Not long after that the girls were silently asleep in Stella's room. Through the window shone the moonlight. This was broken by the presence appearing from out of the shadows. "That'sss right princesss" it hissed "sleep tight for now. Soon you'll be mine and then the realm of magix will follow!" With that it disappeared as quick as it appeared. The girls slept silently, not knowing of the events that were about to transpire.

CHAPTER 2

The first class of the day was professor WizGiz. His transformation classes were always fun. Layla listened in earnest to the days lecture. "And so, by thinking on a deeper level and becoming one with the object you are identifying in your mind, the art of animal transformations become easier" he said. "Pssst". Layla looked slightly to her right along with the other Winx Club members. "I invited the boys over to magix. They're meeting us at the coffee shop later this after noon" whispered Stella. The girls started grinning from ear to ear showing their approval. "Stella!" yelled the professor. "Are you paying attention?" "Um..yes" said Stella who then looked straight ahead with a sheepish grin on her face. 'Great' Layla thought. 'Why do they always do this to me? They know I don't have a boyfriend.' Layla had always been a secure person when it came to a boyfriend. She never needed one. If the right person happened to come along that would be great, but she wasn't planning on a massive manhunt just to find one. Yet over the last 6 months of last year she became restless, almost lonely. Although her friends were around they sometimes got into the habit of always talking about their guys. Layla feigned interest whenever that topic came up. But all she really wanted was to just go to her room and wait till the conversation was over.

The class bell rang and from then on classes went pretty quickly. It was soon time for the girls to go to magix to meet their guys. They were getting ready, when Flora walked into Layla's room. "Well, I'm just about ready. How do I look?" she asked. "You look great as always," said Layla. "So why aren't you dressed?" asked Flora.

"Um…I am dressed," said Layla "and besides, whom do I need to dress up for?" she said with a fake smile on her face. Flora gave a short yet almost embarrassed giggle. "Ok, then come on, I'm sure the girls are ready to go." They left the dorm and proceeded downstairs where all the girls except Stella were waiting. "Let me guess, Stella is still getting ready," said Layla. "Yip, you know it," responded Musa. "Ok, Ok, I'm here," gasped Stella. "We all ready? Ok, lets go" with that she made a portal to magix and the girls walked through.

They arrived at the coffee shop just in time to see the guys get off their leva bikes. "Snookums!" said Stella running to Brandon. All the girls then went forward to meet their guys. As usual Layla stood in the background while all this was going on. "Ill go get us seats," she offered. No one heard her. "Thanks Layla" came a voice behind her. It was Brandon. He smiled at her. "Um…yeah" was all she could say and hastily made her way to the entrance of the shop. 'What the heck was that about?' she thought. 'He never just talks to me unless prompted to.' She brushed it off and found a large enough table to fit everybody in. Brandon watched Layla walk towards the coffee shop. She looked different somehow. He had thought about her over the summer, but decided best not too think too much about it. Everybody walked in. "There she is" said Bloom. Layla waved and gave a fake smile (she had perfected that one on Andros already). 'Just keep it together and it'll be over fast' she thought.

'Over quickly? I don't think so!' yelled her inner voice. Ok, so maybe it was taking longer than she thought. Conversation had been based around summer vacation. "So? How was your summer Layla?" again that voice. "Huh?" she was so caught up in her own thoughts that she didn't realize she was being spoken to. "How was your summer?" asked Brandon. "Um..ok I guess. Nothing fantastic. Same old thing" she said keeping it brief. "Nothing interesting?" he said with a smile. This was the only excuse he had to talk to her. "Nope, nothing interesting" she replied simply. "Same old formal stuff". "Listen guys, Ill be right back. I need to get to the store across the road. Realized this morning that I didn't have enough hornwort for professor Palladium's class. Ill see you back at school". "Are you sure?" asked Bloom. "Yeah, no probs" replied Layla. "Stella if you don't mind, I'm gonna go with Layla to the store. While I'm here I might as well get that new two-sided knife I've been wanting. This year is going to be great because we concentrating on our fighting skills." He thought maybe he could chat with her more outside. Layla turned around, it was Brandon. 'Damnit! What is the problem now?' thought Layla. "If you have to snookums," said Stella. "Don't worry," said Brandon "Ill be quick". "Ok" said Stella with puppy dog eyes.

As Layla and Brandon walked across the road to the shop, she became increasingly more uncomfortable. 'Just stick to what you wanted to buy and then leave' she said to herself. "So, you really didn't enjoy your summer then?" he said. "Huh? Oh yeah, thought we had covered that already. And besides my folks have better ideas than to me being a normal girl. Princesses are supposed to act a certain way you know," she said almost sarcastically. "You don't sound too impressed with that idea" he smiled. "Yeah well sometimes you can't help the way you feel," she said looking at the ground. There was silence for a while until he said: "Yeah, I know". She looked at him for a while and he looked into her eyes. Was there a spark? They just arrived at the store. He broke off first. "After you" he said quite sheepishly. "Cheers" she said. She walked into the store not focusing on what she was actually looking for. She wondered around aimlessly for a couple of minutes. 'Snap out of it!' he inner voice yelled. She was awake now. What was that moment all about? She knows that she could not have feelings for him because, well, he was not free and available. But whenever he was near her she felt that spark. What was she to do? 'Best leave it be' she thought 'not territory you wanna go getting yourself into'. With that she carried looking for her herbs.

Brandon was wondering around the store. 'Stop it!' he yelled to himself. 'Was there a spark'? He tried to focus on what he was looking for, although he felt very confused.

CHAPTER 3

Back at Alfea Layla was just about to go for a run when the girls came back. Stella was looking a bit flustered. "Hey guys!" yelled Layla "hey Stella, what's the matter?"

"Hmpf! Brandon and I had a fight" she replied all upset. "Oh. Don't worry Stel, I'm sure you guys will sort it out. You always do," said Layla encouragingly. "Yeah lets hope so, I wouldn't wanna break up with him!" said Stella as she stormed off. 'Would she really break up with him?' thought Layla. The thought almost made her heart flutter. 'No! don't even think about it!' she yelled to herself. "What was the fight about?" asked Layla. "Well he took a little too long coming back from the store," replied Musa. "That doesn't sound good. I hope Stel doesn't think it's my fault. He was still there when I left," replied Layla. "Nah, don't think she's angry at you. It is kinda weird that he took his time though," said Musa. "In any case, I think we just leave it to them to sort out. Best not to get involved" said Layla. "Yeah it could get ugly that way," replied Musa. "Well, I'm going for my run. Being on Andros has made me just a little less fit than I used to be so I'm just gonna tone up a bit". "Don't over do it now" said Musa. "Don't worry, I wont. See you guys later". With that Layla ran out the door and headed to the forest area up to the ruins. "Ill go till there and come back," she breathed as she ran.

Layla reached the top of the ruins breathing very heavily. "Ok, so maybe I'm a lot more unfit than I thought I was" she said as she collapsed on the floor. She lay on her back and stared at the ceiling. She did her breathing exercises while lying down. It generally brought her breathing back to normal. She heard someone coming up the steps of the ruins. She sat up. "Who's there?" she asked. She heard heavy breathing followed by an out of breath "its only me". She saw Brandon collapse at the top of the stares breathing heavily and laughing at himself. "I forgot how bad these stairs could get" he joked. "What are you doing here?" asked Layla. "I needed time to think" he replied. "Is this about your fight with Stella?" she asked. He looked up at her and this made Layla's heart beat faster. "I didn't expect anyone to be here" he said "but since its you I guess it might help if I did speak to someone about it. This is not what Layla wanted. The last thing she wanted to do was give relationship advice to someone she had a crush on. 'Has it come to that point of being a crush now? Oh great!' she thought. "Ill listen, but you should know that I'm not the best person to give relationship advice. I mean..well..you know," she said. He had by this time plonked himself next to her. He knew that she didn't have anyone special in her life, but he somehow felt comfortable talking to her. He felt he could tell her anything. He looked into her eyes and said "Listening is all I need". She blushed and then said, "Then go ahead, I'm all ears".

"Well, I presume you heard about the fight Stella and I had?" "Uh Huh" replied Layla. "Well, I think she just completely over reacted. I took a little longer than expected coz I ended up wanting some new trainers as well. After telling her this, she just seemed to ignore it and just yelled at me. She gets so jealous so quickly!" he said. "Well, you have to understand Stella's end of it as well," said Layla. "You didn't let her know you were gonna take longer than expected and she obviously got worried about you. Once she saw that you were ok, that worry turned to anger". "Its not that she deliberately started a fight, it's what she was thinking about when you were gone. Can you imagine all the thought going on in her mind? You could've been hurt or attacked." Layla's heart gave a skipped beat at that thought. She would be upset too. But now wasn't the time to get into all of that. "Wow" said Brandon "I didn't think of it that way. Guess I should phone her and say sorry. Gee..thanks Layla, you're better at this than you think" he said and proceeded to hug her. He felt her body against his and he couldn't help but feel a little excited. Layla felt herself blush and just muttered a 'pleasure'.

With that Brandon got up and left. "You're great Layla. Thanks for listening. This will be our little secret," he said as he walked down the stairs. He needed to calm himself down before he spoke to Stella. He wanted to carry on holding her, but knew that wasn't an option. Where did these feelings come from? Maybe its because whenever he spoke to her he felt that she understood him. Better than Stella ever would. 'Best not try anything. Stella is your priority remember?' he said to himself. With that he speedily carried on down the stairs.

Layla sat in bewilderment. 'Our little secret? I shouldn't have such strong feelings for him. It's not right. Its got to stop.' She said to herself. With that she got up and decided to head back to Alfea and give her head, more than her body, a good rest.

CHAPTER 4

On her return back to the dorm, she could here the girls laughing. She walked in and was greeted by Stella who looked absolutely radiant in her new dress. "Hey Layla," she said, "Brandon and I made up. He's taking me to dinner!" "That's great Stella, I'm happy the two of you are back on track," said Layla. "Where have you been?" asked Musa. "Oh, I just went for a run. It feels great to go when I want to and not have to plan and sneak around," replied Layla. Musa laughed, "Yeah, I guess so".

"I actually didn't realize how out of shape I was, I think I'm gonna take a nice long shower and then hit the hay" she said. "What? Its still early" said Tecna. "Yeah I know, but I think I over did it with the running" replied Layla lying. She actually wanted to get away and try to forget about Brandon. "OK, suit yourself," said Bloom. "See ya in the morning" she said as she walked out the door to her own dorm.

The night was filled with an eary mist. You couldn't see your hand in front of your face. Layla stood in the middle of the forest and wondered how on earth she got there. She looked to her right as she heard a rustling of the bushes. "W-Who's there" she stammered. The mist was so thick that it sounded almost like an echo. She heard the noise again. "Looks like it's just you and me princessss" came a voice from the bushes. 'Who are you!" she yelled more in a tone of fear than anger. "Why princesss, don't you remember me? Or have your parents never told you about me?" said the strange noise from the bushes. With that, an old frail man in a coat appeared out of the bushes. He looked like a wizard and definitely had the personality of one. Layla trusted her gut that she did not consider this person to be friendly. "What do you want with me?" she yelled. "Hmmm" came the reply. "Sssimple, I want your power. That immense power that your parents stole from me and gave to you!" "Huh? What are you talking about?" asked Layla. But there came no reply. "Hello? Hello?' Still no reply "Hello?"

"Layla? Are you ok?" came a voice. "Huh? What? What's happening?" said Layla who was groggy. "You were talking in your sleep," said Musa who had a worried look on her face. "I came to wake you up for class coz you're gonna be late, and hear you talking to someone. When I looked, it turns out you were dreaming" "Dreaming? But it felt so real" said Layla. She began to tell Musa about her dream and how this old frail woman somehow knew her parents and all about her. "If this is true, why wouldn't my folks tell me about her?" "I really don't know Layla, but yeah, it does sound weird. I wouldn't go crazy about it just yet. You were dreaming after all. Just be careful," said Musa as they were walking into class. "Thanks Musa. Ill try to not over react about it," replied Layla.

In a castle on Andros King Drake and Queen Amarelle were interrupted from a conversation by a knight running into the room. "Your majesty's" he said out of breath. "Yes, knight, what is the problem?" answered, "Sir, we have received word that Lord Astoron has been spotted near the grounds of Alfea" "Oh no! Layla" said queen Amarelle. "Don't worry Amarelle, the knights will keep an eye out for her. We can't alert her to anything just yet, it could upset her. We will have to tell her soon though, but when the time is right." Said king Drake. "I hope you're right Drake, I hope you're right" replied queen Amarelle.

It was quite a long day. The girls all felt pretty drained from the day's classes. "Wow, it just seems that the higher we go the more difficult the learning becomes," said Tecna. "Yeah, you telling me" commiserated Layla. "Hey guys!" said Stella, "you know that this Friday is the summer ball" "Oh gosh" said Bloom, "I nearly forgot about that! I don't even have a dress yet!" "All the more reason to go shopping" said Stella. "Yeah" agreed the girls. All of course except Layla. She hated going to the balls. She never had anyone to go with and spent most of her night on the chair drinking lemonade. But she knew better than to argue with the girls about not going, as they had a way of making her go in any case. She gave a deep sigh and hurried off with the girls to magix.

"Hmmm, seems like this might be an opportunity for our little princesss to get a great surprise," said the cold, calculating voice. "This could indeed prove to be the perfect plan," it said while laughing.

CHAPTER 5

The evening of the ball had creeped up on Layla. She had been dreading this day the whole week. She hated it actually. 'Better put on a brave face for the girls' she thought. She walked down the stairs in a light green halter neck floor length dress that showed off her figure. They girls were already inside and she took her time on purpose. "Hey Layla! It's about time you got here," yelled Musa. "Hey guys," she said sheepishly. She got herself something to drink and prepared for a lonely evening. As she was at the table getting herself a glass, she felt a tap on her shoulder. "You look beautiful tonight" She turned around and it was Brandon. "Um.. thanks" was all she could say. She wasn't sure how she should react. Brandon then grabbed two glasses and filled them and then said "thanks for your advice and for listening the other day". "No probs" replied Layla. She really couldn't think of anything else to say and she usually was one of many words. She walked away from him. How her heart ached just to tell him how she felt. She proceeded to go and sit on a chair in the corner so she wouldn't show how depressed she was feeling.

Brandon watched as Layla walked away from him. He really didn't know how he felt. He wished he could go and sit and talk to her all evening, but he was together with Stella, and that idea just wouldn't work. He wanted to take Layla in his arms and dance with her. But that just seemed to be a dream. Or was it a longing? The hug he gave her at the ruins made him think of holding her even more. He walked back to Stella with the drinks and tried to focus for the rest of the evening.

Layla decided that she would take her drink and have it outside in the garden. It was quieter and less people. She was sipping her drink quietly, her thoughts still on Brandon when she heard someone say "Hi". She looked up and saw a guy with short dark hair, blue eyes and nice build and slightly tanned skin. "Um.. hello" she replied. "And why would someone as beautiful as you be sitting here by yourself?" he asked. "Well, it was just a bit hot inside and I needed the fresh air" she replied lying. "Hmm," he said. "Oh dear, where are my manners, my name is David by the way". "Layla" she replied. "That's a beautiful name" he replied. "Thank you" said Layla. 'This is interesting' thought Layla. "Um…would you care to um..dance?" asked David shyly. Layla blushed a little and replied "sure". They both walked up to the room and walked in. Everyone was on the dance floor, so it didn't look too bad. For the first time that evening Layla forgot about Brandon.

"Hey! Is that Layla?" asked Musa almost shocked. "Why yes it is!" said Stella nearly screaming. "Good for her" said Tecna. "I hope they hit it off" said Bloom "Yeah me too" said Flora.

Brandon watched as Layla danced with the guy. He hadn't seen him before. Was he from Red Fountain? He'd have to check. He watched as he held Layla as they dance and watched her smile. The sting of jealousy was instant. Him? Jealous? Why? Were his feelings for her stronger than he thought? Did he actually think Layla would just wait forever for him? He wasn't sure if this feeling was a good or bad one. He carried on watching her and couldn't stand the thought of someone else holding her that way. 'I need to stop this feeling!' he said to himself. Stella would practically break his neck if she knew.

"So, would you like something to drink?" asked David. "Huh?" said Layla coming out of almost a dream like state. "Oh yeah, that'll be great. Thanks" she replied quickly. "I see my friends over there. Will you come and meet them?" she asked. "Sure, Ill get you there" he replied.

Brandon saw them go apart as he headed to the drinks table and Layla towards them. 'Now is my chance' he thought. "Something more to drink babe?" he asked Stella absentmindedly. "Thanks snookums" replied Stella. Brandon moved towards the drinks table without even hearing Stella's reply.

Layla walked back to her friends, who had by now the biggest grins on their faces. She knew what was coming and for a change she didn't mind being the centre of attention because of a guy. "You go girl!" said Musa. Layla laughed. "Sh! Not so loud" she said slight embarrassed. "Soooo, whats his name? Where is he from? Do you like him?….Well?" asked Stella. "Hold on there. One thing at a time. His name is David; I think he goes to Red Fountain because why else would he be here. As for liking him,…well I just met him, so I dunno" replied Layla.

"So," said Brandon walking up behind David "I haven't seen you around Red Fountain. Where do you come from?" "I come from Planet Draco. I'm new at Red Fountain and will be starting there tomorrow. Because of my previous training, I think Ill be in the same classes as you" replied David nonchalantly. Brandon grew tense. There was something wrong. He just didn't know what. He didn't like the fact that the guy seemed interested in Layla either. 'You can't be jealous she isn't yours to be jealous over' he thought to himself. They looked at each other for a while when David spoke first, "think we should get back". He said this with a fake smile on his face. "Yeah" was all Brandon said.

Walking back to the girls, Stella was the first to speak "Snookums, I see you met David. Looks like you're ahead of me!" "Um, yeah," said Brandon. He looked over to Layla. She smiled as David handed her a drink. "Ok, David, these are my friends Musa and Riven, Flora and Helia, Sky and Bloom, Timmy and Tecna and Stella with of course Brandon whom you've met I presume?" "Hi guys. Yes Brandon and I met at the drinks table" he replied giving Brandon a sly glance. Brandon didn't like this one bit. He didn't trust the guy at all. His eyes gave away something sinister. He looked over to Layla and couldn't help but wanting to take her away from this guy and warn her. But held himself together and stayed silent.

"Time is up ladies and gents," said Miss Faragonda over the microphone. "AWWW!" came the response from everybody. "Hey guys, why don't we all meet in magix tomorrow for lunch?" said Stella with a blink in her eye. "Oh and David, you're invited too" she giggled. "Stella!" said Layla who was blushing. "That's sounds great, thanks." He replied. "I must be off, see you tomorrow then Layla?" he said kissing her hand. "Um, yeah" was all she could reply. "AW!" all the girls replied. With that everybody knowing they could look forward to seeing each other tomorrow. Especially Layla.

"Oh girls! I left my bag in the garden outside, you go an Ill catch up with you" yelled Layla. "Distracted by him already huh? Just don't be too long," giggled Musa. Layla walked into the garden and took her bag off the chair there. "Hey" came a voice behind her. Layla jumped and turned around. "Brandon! Gosh you scared me!" she said startled. "Sorry about that. Um..look" he began "yes?" "Just wanted to say that well…I don't trust this guy David". "And why would that be?" said Layla who instinctively went of the defensive. Brandon sensing this replied "Well, I just have a bad feeling about him". "So you want me not too see him, is that it?" "Look Layla I don't mean to sound funny about it or any-" she cut him off "No! you listen, I might actually have someone who is interested in me and you want me to stop seeing him coz YOU have a bad feeling!" He could see she was angry now, almost hurt. "You know what its like not having anyone who you can share things with? Someone who could be a companion?" she had tears in her eyes now and Brandon felt her pain. "Sorry Brandon for some of us, life isn't always happy and fun. Some of us need that strong person in their lives. If David could possibly be that person, then why shouldn't I see what he is about?" "I-" was all he could say. "Layla….I could…I mean…you…" She looked at him, tears in her eyes "Goodnight Brandon". With that she walked off and Brandon felt a piece of his heart go with her. 'Is she truly the one? Am I meant to be that strong person in her life' he turned around and walked, frustrated that he couldn't get the words out to let her know how he felt.

CHAPTER 6

The day seemed to drag on forever, especially for Layla who seemed to be anxious about the lunch. She was excited to see David and a bit apprehensive as Brandon was going to be there. After classes they first decided to freshen up. And for the first time Layla dressed up. "Wow, don't you look all ready to go?" said Stella. "Stella! In any case, this isn't that fabulous. Hello? Look at your outfit" she replied. "What? This old thing?" said Stella laughing as they all left through the portal to magix.

They arrived at the coffee shop just as the guys were getting off their bikes. For a second Layla's heart fluttered because it did not seem that David was with them. All of a sudden a bike parked right next to her. The driver took off the helmet. "Looking for someone?" asked David. Layla gave a nervous giggle. "Well, I almost thought you were going to ditch me" 'I wish' thought Brandon watching and listening to the conversation. He couldn't stand this at all. "Well, I'm starved," said David. "Lets eat". "Yup, that sounds like a plan," said Sky in return. They all went in and had a great lunch. Layla was happy for the fact that it seemed that she wouldn't have to endure painful group lunches by herself anymore. "We got plenty of time still, shall we go to the lake?" asked Flora. "Perfect idea" said Bloom. With that they all left and headed for the lake. Brandon watched David take hold of Laylas hand as they walked. He wanted to pound his face in. He had to keep his constraint. He caught David looking at him. He had an almost sadistic grin on his face. 'Am I imagining all of this? Or is this guy not for real?' he thought.

"You've been quiet babe" said Stella as they sat under the tree at the lake. "Hmm? Oh" he wasn't even paying any attention to Stella. "Just enjoying the relaxing feeling and the great company" he lied giving a fake smile. He saw Layla and David talking and laughing out the corner of his eye and his anger rose a little. "Hey guys, wanna take a walk in the forest?" asked Flora. "Yeah that sounds great," said Musa "Do we have to?" asked Riven. "Come on, it'll be fun" said Musa. "Ugh! Ok" Riven relented.

The group headed on the pathway into the beautiful forest. "Beautiful isn't it?" said David. "Yeah, it is. So peaceful" replied Layla. "And all the more made better by you being here" said David. Layla blushed. This was turning out to be a great day. They arrived at a little pool of water and everyone took a rest. Layla wanted to splash her face in the pool. She bent down and looked in the water. She was startled by the skeleton looking back at her. "What the-" all of a sudden it jumped out the water and proceeded to attack. "Um guys…I think we have company!" Everybody startled. Everyone it seemed except David. Brandon noticed this while drawing out his sword. 'Why no reaction?' he wondered. He saw David take out his two sided sword and begin to take on one of the skeletons. However it seemed that the majority of them focused on one person. "Layla look out!" yelled Brandon. "What?" she turned to look at the on coming group of skeletons. There were about seven heading in her direction. "Time to party" she said to herself. She jumped in the air and transformed. The girls did likewise and the guys got their weapons ready for a fight. "Now we're talking," said Riven as he charged into the mass of monsters.

Layla sent a ball of light liquid in the direction of the monsters. She aimed it at the ground. This seemed to slow them down. She then flew lower and kicked the head of the skeleton right off. Brandon watched in amazement. He always liked to see her in action. 'If there is one thing she can do its fight' he thought feeling flushed. 'Stop it! Nows not the time to get all mushy. Concentrate!' he then yelled at himself.

The group looked like they were on the upper hand. It seemed that David was missing. Brandon lost his concentration for a second and when he turned around he saw a skeleton firing off a ball of energy directly at him. "Look out!" yelled someone and he felt himself being shoved out the way. He heard a scream and all of a sudden the monsters disappeared. Brandon brushed off the dirt on him and came to the realization that everybody was rushing to a figure laying on the ground. His vision was hazy as he fell hard. As he got near the group he saw who it was laying on the ground. "Layla" he whispered. "No!" "We need to get her back to the nurse asap" said Bloom. "This doesn't look good," said Tecna. Out of nowhere David appeared. "Wh- What happened? I was knocked out. Layla!" He picked her up in his arms and held her close. "The nurse?" he said to the others. With that they all proceeded back to Alphea. Brandon noticed the slight grin on David's face as he walked. He decided now was not the time to question him. Rather do it alone. His thoughts wondered as they hurried back through the forest. Where did those monsters come from? Why were they after Layla? Did David have something to do with it? 'She saved me. Even after the argument last night, she saved me. Did she feel the same? Could she?' Brandon was confused. He couldn't help but feel helpless. He couldn't just dump Stella and go for Layla. They were all friends and this would affect the whole group. "Hunny, you're lagging behind" said Stella hurriedly. "Sorry" he said catching up to the group again. "Sorry, it's just, its all my fault she is like this. I shouldn't have turned around. I should've been more on guard" "Its ok snookums. I'm sure Layla wouldn't blame you. She was trying to help you, remember. That's what friends do" 'That or someone you care about' he thought. "Yeah I guess" was all he replied.

The group waiting outside the nurse's office for any word on how Layla was doing. The nurse finally appeared. "I don't know what you guys faced out there but that blow to Layla was quite intense. Never the less, she will be fine." There was a sigh of relief from the group. None more so than Brandon. He couldn't bare it if something had happened to her. He was about to check how she was when David got in front of him. "May I see her?" he asked. "Why yes my dear boy, go ahead," replied the nurse. Brandon could have choked him for that. "Don't you worry, ill get you soon enough" he said through clenched teeth. "What was that hun?" asked Stella. "Huh? Oh nothing" he said lying.

How was he going to prove that David wasn't who he seemed? He didn't even have any proof. Just a hunch. And nobody would believe a hunch. He could shake the feeling that David was up to something. He felt frustrated by the fact that he couldn't get to him. He'd have to plan his next move carefully.

CHAPTER 7

Layla spent the next couple of days resting in bed. Her body hurt. Almost like she was bruised all over. She had received a letter from her parents telling her they were coming to Alphea to visit. They heard of the incident in the forest and were very worried about her. That seemed really strange as they never showed any kind of affection, even in words, to her. 'Maybe they know something like the old man in my dream had said'. But would they hide something like that from her? She would have to wait and see.

Layla's parents arrived two days later. She was at least walking a bit better and not limping as much. "Layla!" said Queen Amarelle. She gave her daughter a big hug. "Mom! I know you happy to see me, but I'm still a bit tender," said Layla grimacing a bit. "Sorry my darling" said the queen. "Layla, why did you get yourself into trouble like that?" asked the king straight off. "I didn't go looking for it father. It came to me. It seemed like they were after me!" she said, feeling the hurt of not even getting a hug from her father. He then did the strangest thing. He bowed his head and took her gently into his arms and held her. This startled Layla, as he never showed affection. "I'm sorry" he said "We should have said something long ago". "Mom, Dad, what's this about?" asked Layla. "Can we speak in private?" asked the king looking at Layla's friends. "I want them to hear this father, I want to know if there is something we are up against. They're my friends and friends look out for one another". He reluctantly agreed. He sighed and began his tale.

"Long ago, when you were still a baby, a terrible wizard try to take over the kingdom. Battle after battle was fought and we were not looking good. I decided to fight this evil monster and the battle was long and hard. He somehow sent his minions to kidnap your mother and you. You mother put up a brave fight. We both put up a brave fight. He managed to get hold of you and tried to kill you. However what he did not bargain on was our love for you and, even if you don't know it yet, your great power. His efforts backfired and sent him to another dimension on the brink of death. We couldn't understand how it came to be that a baby had defeated this monster without even lifting a finger. You truly had great power. Over the years we trained you, were hard on you and made sure you knew where you came from and about your kingdom. We however neglected to tell you about this. You see, before he got taken Lord Astoron vowed that he would come back and take what's rightfully his. Including your power. We now believe that he has somehow escaped from the dimension and has come back for you. Forgive me my child. I should have warned you long ago". King Drake had slight tears in his eyes. His sorrow could clearly be seen. Layla was silent for what seemed like ages. She moved forward and hugged her father. "I will take on whoever this Lord Astoron is and will defeat him" "NO!" this time it was her mother "You cant, he'll kill you, and I ….just…" Layla walked over to her mother. "Ill be ok. You have taught me better than you know. I know what I have to do. He won't rest till he has what he wants right? So, the best way is to confront him" "And we'll be right here with you" came a voice from behind. It was Bloom. "We wont leave you alone in this," said Musa "You can count on us" said Stella "Always and forever" said Flora "Go Winx Club! Yelled Tecna. The girls cheered in unison.

Layla decided she needed to rest if she was to get her strength up. She needed to work hard and prepare for anything. "He could be anywhere," she said to herself. 'You'll be prepared. You have your friends…and David' she thought to herself and smiled. She had thought back to the day of the attack. She had seen how Brandon was looking around. Who could he have been looking for? She saw how the monster was about to hurt him. She couldn't bare it. She instinctively lunged forward and put herself in the way of the attack. Why she had done it? She couldn't say. Does she still have feelings for him? Goodness knows he doesn't have for her. She fell into a restless sleep.

CHAPTER 8

Another person who was restless was Brandon. He tossed and turned in bed. He eventually got up and decided to sneak down to the kitchen for something to drink. He knew no body was up at this hour so he could easily slip around silently. He did not however bargain on seeing David walking around in the kitchen. "Huh? Hmm, I see you couldn't sleep either" he said. Brandon looked at him. For some reason he could never keep his composure when ever the guy was around. "Yeah" was all he said. "Our little secret then" said David. Brandon didn't reply and headed strait for the fridge. He got out a box of juice and began drinking. "Look, I know that you don't like me or trust me, but we are just gonna have to get along…for Layla's sake. And besides, you have a girlfriend, why are you so concerned for what she does?" asked David. Brandon stayed quiet for a while and then said: "Yeah, you're right, I don't like or trust you. I know you are up to something and at the moment I cant prove it. As for why I care? She's a friend and Id do anything for my friends" he said with lying about the last part. He cared for her more than just a friend. It had now come to that point. He wasn't sure how he was going to let Stella know either. But that would come later.

"Well, best lets just stay out of each other's way then. I like Layla and she likes me. You wouldn't want to hurt her by getting involved now would you?" asked David. "And just exactly what does that mean?" asked Brandon starting to get upset. "Exactly what it sounds like," said David turning around and leaving. "This isn't over," said Brandon between gritted teeth. "You got that right hotshot," said David with a maniacal smile on his face as he left.

The next day, the guys decided to visit the girls and to see how Layla was doing. They had heard (via Stella) the whole story. They had all agreed to take the guy on no matter what. David however had been strangely silent all day up until reaching Alphea. "What? No comments today?" said Brandon sarcastically. "You seem rather tense". "None of your concern" was all David said. The group was greeted by the girls with Layla trailing behind a little due to her bruises. She looked almost frail coming out the main door of the school. Brandon wanted to hold her and take care of her. Why did she have to want to take this guy on? He could kill her. She wasn't nearly up to her full strength yet. He knew however that he could not dissuade her from her decision. One of the things he liked about her was her headstrongness. He was about to go and speak to her when once again David popped up. He then got side tracked by Stella.

"How you doing?" asked David. "Oh, alright today actually" she replied. "I'm taking regular walks to try and keep my fitness levels up." "Layla, can we talk?" asked David. "Yeah sure" she replied. "Look this guy you're talking about, I've heard of him before. He had tried to take over my kingdom as well. It was a tough battle but we persevered. I don't want you facing this guy. He is too strong." "He wont be. From what I gather he is not at his full strength yet". "I know, but it's just too dangerous" "Yeah, and Ill have you there to protect me" she said putting her arms around his neck. He leaned in and gave her a gentle kiss. "I gather I'm not going to win this" "Nope" she replied.

Brandon noticed to exchange and couldn't help but wanting to rip him off of her. She deserved better. 'What? Like you? You cant even tell Stella and you don't even know how you're going to tell Layla!' said an inner voice. Brandon grumbled to himself. "What's wrong babe?" asked Stella. "Nothing" was all he said.

The gang agreed to go to the park and just relax for the day. Everyone wanted to try and get their heads together. "I forgot…" began David "I need something for tomorrow's class. Ill get you at the park ok" "Ok, if you have to" said Layla "see you soon".

The park was nice and peaceful with everyone just relaxing and taking it easy. Brandon noticed that David had left and figured this was his chance. He slowed down a bit until he caught up with Layla. "Hi" he said. "Oh hey, hi" she replied. "Look, I…never got the time to thank you for what you did in the forest. I didn't think you wanted to speak to me ever again from the night before.." "That doesn't mean that I wouldn't want to save you if I could Brandon. That's what people do if they c- " she stopped and looked at him "-if they're friends". He could stand there all day and stare into her eyes. "I know. I just wanted to say thank you. I could be injured or more dead," he said. "I – I don't think Id want that" she carried on looking at him. She broke off first. "We better catch up, wouldn't want Stella to freak out" "Yeah" he replied. They continued to walk when Brandon spoke up again "Ok, look, I'm just gonna come right out and say it. I don't like this David guy. There is something wrong. He's been acting strange since he heard about this Lord Astoron fellow". Layla turned around to face him again. This time a stern expression on her face. "That's because he has heard of him on his planet. He has dealt with the type of person Lord Astoron is. He is concerned about my well being Brandon. Why are you so persistent in trying to find fault with him!" "Because I don't trust him! He says he got knocked out in the forest? Well I didn't see him get hit by anything! I was looking to see where he was when the monster attacked me and you stepped in. Damnit I feel so bad for getting you hurt! I care to much about you to see you hurt!" and there it was. He let it out. He cared for her. He looked around and it didn't seem like anyone else had heard him.

Layla stared at him expressionless. She didn't know what to say. Did he say what she thought he had said? He cared for her? She was broken out of her thought bubble when he spoke again, or at least tried to. "I…well…um…say something". "Say something? That's all you have to say? Say something? What am I supposed to say? You say you care for me? So? Friends care for each other" "You know that's not the type of caring I mean" he replied looking at her. "I- I dunno – I" she could feel the tears start to well up. She wanted to hug him and say those were the words she's been wanting to hear. But then there was David. Should she believe Brandon about him or should she brush it off? "I need to go" she said tears running down her face.

"Hey? Whats going on?" asked Stella. "Why is Layla leaving?" "She said something about feeling tired and then walked off," replied Brandon lying.

CHAPTER 9

"Master, we are going to have to do something. The one they call Brandon is starting to sniff around where he shouldn't. And judging by what just happened in the park" he said looking at the glowing orb "its now or never" said the voice. "Yesss. I know this don't you worry. We will work out a plan. Yesss, tonight is the night"

Layla walked back to Alphea. She tried to run, but the bruise in her mid section hadn't quite disappeared just yet. She was confused. She didn't know what to do. The boy she had a crush on since last year is now interested in her? It had to be a mistake. It was just probably because she saved his life. 'That's right, he is blinded by the fact you rescued him. He doesn't really mean it.' "Yeah that's it". She confided in herself that this was the only logical explanation and walked up to her dorm room to take a nap. She wasn't sure how long she had been asleep for when she heard a noise. Like something breaking in the next door room. She hesitantly got up and went next door. Upon entering she saw a complete mess. All the girls were there. "YOU!" shouted Stella. "Uh Oh" said Musa. "Layla I think you better leave" "Wh-Whats going on?" asked Layla. "Well, Brandon broke up with Stella because, well, he's in love with you," said Tecna. "YOU! How could you betray me like this? How could you?" bellowed Stella. "I-I-I didn't do anything! I don't even know how I feel. Stella, please don't be angry. Its not like he cheated on you" "YOU damn right he didn't, he would know better than that!" she snapped. "Would you prefer to know after he did something (not that I would agree to that) or would you find out now?" asked Layla.

This question stunned Stella and the rest of the girls waited for another explosion. Except, instead, Stella broke down in tears. "I did love him…" she sniffed. Layla looked at the girls and then said "Could I have a few moments alone with Stella please?" "UM…sure" said Bloom, who seemed eager to get out more than anything.

When finally alone, Layla finally spoke. "Look Stella, I wish I knew what to say, but I'm also feeling mixed emotions right now. I am with David at the moment. Brandon doesn't trust him though. He says that there is something strange about him. Then there are also my feelings for Brandon. I don't know how and when it happened, but I really do like him. I swear on my life that we did not do anything while the two of you were together. I don't think either of us is that callous or stupid. We have our friends to think about. You guys come first". Stella looked up at Layla. She knew that Layla had a point. "I'm just so angry at the moment. I know it's none of your faults but I feel so alone right now". "You're never alone Stella, when you have friends. You taught me that remember?" Stella smiled. "Yeah, sniff, I did didn't I". "I guess Ill be ok, I just needed that reassurance. I suppose I should call him. I hit him really hard before I left" she laughed again. "I probably would've done the same thing" joked Layla. "At the moment though, I'm worried about David he didn't come back from Magix and he hasn't called. I should actually go call him now." As Layla left the room Stella called her: "Layla? What are you going to do….I mean…"? "I dunno Stella, I don't know". "Right now you need to sort your stuff out. Don't worry about me." With that she left the room.

"Dude, what are you going to do now?" asked Riven. "Listen man, I dunno. I know Stella could kill me if she could, but I couldn't go on living a lie and wouldn't want to hurt her even more by pretending". "I get that, but what are you going to do about Layla?" he continued. "That…I honestly can't answer you," replied Brandon. It was a difficult decision to make and he knew he would get slammed for it. Surprisingly the guys didn't over react to much. The girls were just confused and comforted Stella as she ran off after cursing him. He remembered that she had hit him pretty hard in the face. The swelling now slightly less than it was earlier in the day. He had done what he needed to, but he still couldn't face Layla. Why had she run off like that? Why couldn't she just return his affections? Did David really stand in his way? Was she confused? He couldn't understand. Whatever the case was he vowed then and there that her would fight for her.

"OH! David!" said Layla running to him down the passage close to her dorm. "I've been so worried! Where have you been? I was just about to phone you". "Sorry Layla, I got caught up. Um…I wondered if we could take a ride and be alone for a bit?" "It's a bit late, can't we maybe do it tomorrow? Ill get in trouble if I have to go anywhere now" she replied smiling. David smiled too, however it wasn't a smile of bliss.

Brandon was at Red Fountain contemplating how he was going to prove to Layla that David wasn't who he said he was. Just then his phone rang. "Stella?" he said. "Why would she be phoning me?" He picked up the phone hesitantly. "Hello?" "Brandon! I didn't know who elsetocallLaylahasbeen…" "Stella, calm down What's wrong?" "Its Layla, David walked in here and all seemed fine. He then went all ballistic on her and took her away! We tried to stop him, but he was too quick. Oh Brandon, she's still to weak to fight back.." "We'll be right there" he said and hung up the phone. He ran to the dorms of the guys and told them what the problem was. "We're right behind you bro," said Sky. "Yeah, lets go kick some butt," said Riven. The time had come. "Looks like he wasn't joking. She is going to get hurt if we don't hurry," he said to himself. With that the boys left for Alphea to try and over come the biggest battle that they would ever be involved in.

CHAPTER 10

It was dark, unusually dark, when Layla opened her eyes. She looked around but couldn't see much. She tried to move but figured out pretty fast that she was tied up against a wall with chains. "Great" she muttered sarcastically. She hung her head. She couldn't figure out why he had done it. It confused her. He smiled at her and had grabbed her arm. "What are you doing?" she had asked. "You're coming with me weather you want to or not princess," he said. He had never referred to her as princess before. She didn't even mention that she was one. He pulled her close and began to squeeze her. "David, ow! You're hurting me!" she screamed. She couldn't breath. She vaguely saw Stella and the others run out before she passed out.

She had now woken up in this dark and unforgiving place with pain racking her body. How she wished she could have believed Brandon when he voiced his suspicions. She hoped that he would forgive her. But that seemed like years ago. How long had she been here? It seemed like forever. She hoped her friends would be looking for her. She hoped mostly that Brandon would be looking for her. 'I'm sorry' she said to herself. 'Forgive me' she said as she felt her head swimming. She then passed out.

The Red Fountain guys arrived at Alphea. Brandon knew this was going to be uncomfortable as not even a few hours ago, he had broken up with Stella. The girls were already outside waiting for them. Everyone looked at Brandon and Stella. Silence. "Ok, ok, don't everybody get all stressed out or nothing" said Stella finally breaking the silence. "You guys don't need to worry. Ill be fine. Layla and I chatted before..before HE took her" she said. "What exactly happened?" asked Brandon trying not to sound to aggressive. "Well, I heard her screaming for him to let go of her. As I walked out the other girls walked out too. He looked at us and then just ran with her in his arms. He is really strong. It looked as if she was unconscious" she replied. "He better not have layed a hand on her" said Brandon through gritted teeth. Stella walked over to him and put a hand on his shoulder. "Don't worry, we'll find her and make him pay". They looked at each other and it was then that Brandon realized that Stella understood and was no longer angry with him. "Thanks Stella" he said and hugged her. "Now lets go kick some butt!" she said.

Layla had woken up again. "Please, someone help me" she breathed softly. "I can't let this bring me down," she then said. She decided she would try to transform and get herself out. She tried, but her energy was so drained she couldn't even get a spark. "Now what?" she said. "Ill tell you what," came a voice from the other side of the room "how about we get you all ready to see the master". She recognized the voice now. "David. You bastard, what have you done?"

"Ok, we need to think logically, where could he have taken her?" asked Tecna. "I really don't know," replied Timmy. "We could try to do a location spell, but we would need to have something of hers that she had with her when she was taken." Said Flora. "You're right," said Bloom. "Well, why don't we then look for clues?" asked Musa "Im sure there must be something". "Well what are we waiting for guys?" said Brandon. "Yeah, lets get going," said Stella. With that the group went up to the form rooms to see if they could find anything that Layla left behind that would enable them to do the location spell.

They searched hi and low for what seemed like hours. "Have you guys found anything?" asked Brandon sounding somewhat aggravated. "No, not yet. Don't worry, we'll find something" replied Bloom. Just then Stella came rushing into the room panting. "Guys! I found a piece of material lying on the floor! Will this help?" "Stella! You're Brilliant!" smiled Brandon. "Naturally" she smiled back at him. He was glad that they still could remain friends. He could be a friend with her, but his heart belonged to Layla. 'I hope you're ok. Don't worry, we're coming for you' he breathed softly.

Layla looked into David's eyes. It didn't look the same. "David, why are you doing this? Did someone possess you?" she asked with a glimmer of hope. "Stupid girl!" he yelled "do you honestly think that I was taken over by someone? I've been with the dark lord since he attacked my planet many moons ago. He 'prettied' me up so I could walk amongst the normal ones!" he then began to laugh. The laugh echoed throughout the room. The features on his face, slowly began to change. "NOOOO!" screamed Layla.

The group stood around the spell that had given them an indication of where Layla was being held. "That looks like its in Magix" said Stella. "Yeah it does. But the old part of Magix" said Riven. "Anybody recognize the place?" asked Bloom. "I can't really make out anything. It looks like a ware house of somekind," said Sky. "Stella, you think you can teleport us there?" asked Musa. "I don't know. I cant really teleport if I don't have a proper fixed location. I can give it a try though if I concentrate hard enough it might just work" she replied. "Well, its better than nothing" said Brandon "Lets give it a go".

They arrived at a street corner that was dark and misty. "This looks kinda like the place. Well done Stella!" said Bloom. "Um..yeah. And just exactly where would this big warehouse thingy be?" replied Stella. "Well, it looks like we're in the right area, we just need to look around, I'm sure we'll find it" said Brandon. "Come on guys, we're wasting time!"

The scars were horrible. The side of his face looked like it had been punched in. His eyes were that of pure evil. He was slightly hunched over and breathed very heavily. "Now princess, how do you like me now?" he bellowed with laughter. "Y-you're horrible!" she screamed. He punched her hard in the ribs. The same ones that were still bruised. It hurt like hell. She refused to let him see her cry. "You'll rot in hell for this!" she said trying to catch her breath. Just then he picked her locks and she dropped down hard on the floor. "Aah! What are going to do with me?" she asked trying to kill time. "Well, we can't take you to the master looking like this now can we? We need to make you all pretty for your introduction" he replied. "Not in this lifetime" she yelled. She kicked him hard in the stomach followed by a tripping maneuver by his legs. He fell hard to the ground. It hurt her to run, as every movement she made was painfull, but she got up and ran as fast as she could. She had no idea where she was running to, but anywhere away from David (or whatever he called himself) was better than nothing. She ran for what seemed like ages. She eventually had to stop as the pain was too much for her. She found a corner in which to hide. "I can't carry on like this," she breathed heavily. She coughed and she felt the blood in her mouth. "Ok, this is not good. That punch must've done more damage than I thought." She needed to get out of there. Before she got herself killed. How could she be so stupid? Did she honestly think that she could take this guy on? She tried to get a grip on herself. "Self blame is not going to help you now. You need to keep your wit about you." She said to herself. 'If he does find me, Ill put up a fight to the end, that's for sure' she thought to herself. At the moment though, she needed to get the hell out of this horrid place.

They seemed to walk around for a while. "We're not getting anywhere this way!" yelled Brandon. "Don't worry, I think I have a plan" said Stella. "MAGIC WINX" she yelled. She transformed and then a bright light came off of her scepter. "Better?" she said. "Brilliant" replied Brandon. They could easily see where they were going. Out of nowhere appeared a very large building. It looked like it had no light, but definitely fitted the description of what they were looking for. "Finally!" said Brandon. "We can't just rush in there without knowing what we're up against!" said Sky. Brandon stopped and thought. "You're right. I'm just so afraid that she could be…" he stopped at the thought. "We'll find her," said Musa soothingly.

Layla got up and carried on walking/running in a direction she hoped would lead her to an exit. She came to a door. She tried to open it but it was locked. "Hmmm, maybe if I make a key from my morphix it might work" she said. She tried. She knew her powers were weak but she concentrated really hard and a key materialized. She turned it in the lock. She heard a click. "Yes!" she said. She felt a bit dizzy, but walked through the door. She entered a large room. Similar in size to the previous one. "Great, now what?" she uttered. To her amazement she saw a pin prick of light at the other end of the room. "A way out!" she breathed. She ran as fast as she could. She was about to open the door when a blast knocked her backwards. "And just where do you think you're going?" said a voice in the dark. She looked defiantly at the figure in the dark and said "Im getting the hell out of here!" "Isss that what you think?" said another figure appearing by the bigger one. She felt another blast hit her. She was thrown into the wall this time. It hurt like hell. If her ribs weren't damaged before, they sure were screaming at her now. She coughed up more blood. "I…need…to …stall" she breathed softly. "You wont be going anywhere, youre bleeding, youre weak and mosssst of all, you're mine now!" the smaller figure yelled. "NEVER!" screamed Layla.

"You guys here that?" asked Brandon as they sneaked through an opening of the large warehouse. "Yeah, it sounds like its coming from the other side of that wall" said Sky. "We better hurry. I have a bad feeling" said Brandon.

Out of the shadows appeared David looking as horrible as ever and Lord Astoron. He looked exactly the same way he did in her dream. He excuded evil. It didn't take a scientist to figure that one out. "David, if you pleasse" he said. Layla felt herself being picked up and dragged towards a smaller room. "What are you doing?" she screamed. "I told you princess, we going to pretty you up for the master. He wants you to look you best before he kills you" replied David. Layla couldn't stand it anymore. She was weak, her winx all but diminished. She had taken a hell of a beating and couldn't possibly think of a way of getting out of this. 'Is this it?' she thought to herself. 'Ill never see my friends again. Never see….Brandon again.' It was too late to realized she loved him. Too late to say sorry she didn't believe him. Too late to hold him. All she could do was scream. "HHHHEEEELLLLPPP!"………… "please".

"There it is again!" said Brandon. "It sounded like a scream for help" said Musa. "Is that Layla?" said Tecna. "I hope so. It means she's still alive" said Brandon. They rushed forward and came to a door. Bloom blasted it open and Stella once again put light on the subject. They looked around. They saw two black marks in the corner. "Over here!" said Tecna. She had her scanner out. She was silent for a while. A look of shock on her face. "Tecna? What is it" asked Flora. "I-its blood. Lots of it. I analysed it and its – its – Layla's" she breathed. "God No!" said Brandon. "We have to hurry" said Bloom. She had spotted a door. They all ran towards it. Bloom blasted the door so they all could enter before they got there. What they found was horrifying. "OH GOD!" screamed Flora. Layla was hung up by chains at her wrists and feet. She had on some kind of warrior outfit. She was bleeding from her nose and mouth. Her midsection bruised and swelling. Possibly broken bones. She breathed heavy. Brandon had to do all he had to from screaming. He ran towards her. "Layla? Layla? Please, say something, anything" he breathed. Miraculously she looked up. Her eyes explained the amount of pain she was in. She gave a half smile. "I…knew..you..would..come" was all she could say. Brandon broke the chains with his sword and helped her down gently. "Layla, oh god, please hang on angel. Where is he? What did he do to you?" "Angel? Nice…to…know… Don't know..where he …is. Just get me out of here..please" she said as she passed out.

Brandon grabbed her and picked her up. She looked so frail in his arms. "Lets get out of here now" he said to the others.

They all came out of the room and were heading towards the doorway when they heard the sound of laughter. "AND JUST WHERE DO YOU THINK YOURE GOING?" the voice boomed. Everyone was startled. "What the…" said Riven. Smoke appeared and out of the smoke appeared Lord Astoron.